KAR insider filing: 288,322 Series A preferred bought back for $482.43M

Rhea-AI Filing Summary

Ignition Acquisition Holdings LP and related reporting persons disclosed a transaction affecting OPENLANE, Inc. (KAR). On 10/08/2025 the reporting parties show a repurchase of 288,322 shares of Series A Preferred Stock for aggregate consideration of $482,431,500. The filing lists 16,243,485 shares of Common Stock noted as beneficially owned and a remaining reported Series A Preferred position of 288,323 (per table). The filing explains conversion terms for the Series A Preferred Stock (initial conversion price $17.75, initial conversion rate 56.3380 shares per preferred share) and clarifies the ownership chain among the reporting entities. Signatures from Apax/Ignition representatives appear on 10/10/2025.

Positive

• Repurchase of 288,322 Series A Preferred reduces the reporting persons' preferred stake
• Clear disclosure of conversion terms: conversion price $17.75 and rate 56.3380

Negative

• Large cash consideration of $482,431,500 represents a material outflow associated with the transaction
• Potential remaining conversion/dilution exposure given conversion mechanics and remaining preferred shares

Insights

Corporate Governance Specialist

Large preferred-share repurchase reduces preferred stake and clarifies ownership structure.

The reported repurchase of 288,322 Series A Preferred for $482,431,500 is a significant capital transaction that reduces the outstanding preferred position held by the reporting group.

This filing also restates the conversion mechanics ($17.75 conversion price; 56.3380 conversion rate) which remain relevant for potential future common share dilution if conversion occurs. Monitor any issuer disclosures on funding source or board approvals near term.

Investor Relations Analyst

Transaction materially alters numeric ownership and signals balance-sheet movement.

The transaction shows an aggregate cash consideration of $482,431,500, which is a material amount relative to a single security repurchase; investors should note the explicit dollar figure and the reported common share count of 16,243,485.

Risks include potential remaining conversion rights and residual indirect holdings via the Apax/Ignition ownership chain; watch issuer statements or subsequent Forms for disclosures on funding, remaining preferred shares, or mandatory conversion triggers within the next 12 months.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ignition Acquisition Holdings LP

(Last) (First) (Middle)

C/O APAX PARTNERS US LLC

601 LEXINGTON AVENUE, 58TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OPENLANE, Inc. [ KAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	10/08/2025		S(2)			288,322	(1)	(1)	Common Stock	16,243,485	(1)	288,323(3)	I	See Footnotes(4)(5)

1. Name and Address of Reporting Person^*

Ignition Acquisition Holdings LP

(Last) (First) (Middle)

C/O APAX PARTNERS US LLC

601 LEXINGTON AVENUE, 58TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ignition Acquisition Holdings GP LLC

(Last) (First) (Middle)

C/O APAX PARTNERS US LLC

601 LEXINGTON AVENUE, 58TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ignition Parent LP

(Last) (First) (Middle)

C/O APAX PARTNERS US LLC

601 LEXINGTON AVENUE, 58TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ignition GP LLC

(Last) (First) (Middle)

C/O APAX PARTNERS US LLC

601 LEXINGTON AVENUE, 58TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ignition Topco Ltd

(Last) (First) (Middle)

P.O. BOX 656, EAST WING, TRAFALGAR COURT

(Street)

LES BANQUES, ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Apax X GP Co. Ltd

(Last) (First) (Middle)

THIRD FLOOR, ROYAL BANK PLACE,

1 GLATEGNY ESPLANADE

(Street)

ST. PETER PORT Y7 GY1 2HJ

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Apax Guernsey (Holdco) PCC Ltd

(Last) (First) (Middle)

THIRD FLOOR, ROYAL BANK PLACE,

1 GLATEGNY ESPLANADE

(Street)

ST. PETER PORT Y7 GY1 2HJ

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects Series A Preferred Stock, par value $0.01 per share, of the Issuer ("Series A Preferred Stock"). The Series A Preferred Stock has no stated maturity, and beginning on June 10, 2021, the Series A Preferred Stock were convertible at the option of the holders thereof into shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") at an initial conversion price of $17.75 per share of Series A Preferred Stock and an initial conversion rate of 56.3380 shares of Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock ("Certificate of Designations"). The Issuer may mandatorily convert the Series A Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

2. Reflects a repurchase by the Issuer of 288,322 shares of Series A Preferred Stock from the Reporting Persons for aggregate consideration of $482,431,500.

3. The amount reported as beneficially owned includes Series A Preferred Stock received as dividends but excludes accrued dividends not yet declared by the Issuer pursuant to the terms of the Certificate of Designations.

4. Reflects securities held directly by Ignition Acquisition Holdings LP. Ignition Acquisition Holdings GP LLC is the general partner of Ignition Acquisition Holdings LP. Ignition Parent LP is the sole member of Ignition Acquisition Holdings GP LLC. Ignition GP LLC is the general partner of Ignition Parent LP. Ignition Topco Ltd is the sole member of Ignition GP LLC. Apax X GP Co. Limited, in its capacity as investment manager of the Apax funds, controls 100% of the shares of Ignition Topco Ltd. Apax Guernsey (Holdco) PCC Limited Apax X Cell is the sole parent of Apax X GP Co. Limited.

5. Each of the Reporting Persons may be deemed to beneficially own the securities beneficially owned by Ignition Acquisition Holdings LP directly or indirectly controlled by it, but each (other than Ignition Acquisition Holdings LP to the extent of its direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

	IGNITION ACQUISITION HOLDINGS LP, By: Ignition Acquisition Holdings GP LLC, its general partner, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary	10/10/2025
	IGNITION ACQUISITION HOLDINGS GP LLC, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary	10/10/2025
	IGNITION PARENT LP, By: Ignition GP LLC, its general partner, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary	10/10/2025
	IGNITION GP LLC, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary	10/10/2025
	IGNITION TOPCO LTD, By: /s/ Mark Babbe, Name: Mark Babbe, Title: Director	10/10/2025
	APAX X GP CO. LIMITED, By: /s/ Jeremy Latham, Name: Jeremy Latham, Title: Director	10/10/2025
	APAX GUERNSEY (HOLDCO) PCC LIMITED ACTING IN RESPECT OF ITS APAX X CELL, By: /s/ Simon March, Name: Simon March, Title: Authorised Signatory for and on behalf of Apax Partners Guernsey Limited as Company Secretary to Apax Guernsey (Holdco) PCC Limited	10/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the Form 4 filed for OPENLANE (KAR) report?

The Form 4 reports a repurchase of 288,322 shares of Series A Preferred Stock for $482,431,500 and shows beneficial ownership including 16,243,485 shares of Common Stock.

How much did the Series A Preferred repurchase cost according to the filing?

The repurchase was reported at an aggregate consideration of $482,431,500.

What are the Series A Preferred conversion terms disclosed?

The filing discloses an initial conversion price of $17.75 per preferred share and an initial conversion rate of 56.3380 shares of Common Stock per Series A Preferred share.

Who are the reporting persons named on the Form 4?

Reporting persons include Ignition Acquisition Holdings LP and affiliated entities in the Apax/Ignition ownership chain, with signatures dated 10/10/2025.

Does the filing indicate remaining preferred shares after the transaction?

Yes, the table shows a reported Series A Preferred amount listed as 288,323 following the reported transaction (per the filing table and footnotes).