[Form 4] OPENLANE, Inc Insider Trading Activity

Rhea-AI Filing Summary

OPENLANE, Inc. (KAR) Chief Accounting Officer Dwayne Price reported routine equity activity tied to compensation. On 08/09/2025, 441 restricted stock units (RSUs) vested and converted 1-for-1 into common stock. The company withheld 126 shares to satisfy tax withholding at $27.98 per share. The filing reports two reported beneficial ownership totals: 12,382.61 shares following the RSU settlement and 12,256.61 shares after the withholding; these totals include shares acquired under the company’s Employee Stock Purchase Plan. 883 RSUs remain subject to time-based vesting, with the remaining awards scheduled to vest one-third on each of the next two annual vesting dates, assuming continued employment.

Positive

• 441 RSUs vested, increasing the reporting person's direct equity stake and aligning management with shareholders
• Participation in the Employee Stock Purchase Plan is reflected in total beneficial ownership, indicating additional insider ownership

Negative

• None.

Insights

Financial Analyst

Routine, non-disruptive insider equity vesting increases insider alignment without immediate dilution beyond tax withholding.

The transaction reflects standard compensation mechanics: 441 RSUs vested and converted to common shares while 126 shares were withheld to cover taxes at $27.98 each. Reported beneficial ownership figures shift from 12,382.61 shares to 12,256.61 shares after withholding, and 883 RSUs remain outstanding on a time-vesting schedule. This is a routine disclosure with limited market impact, but it confirms continued executive ownership and the structure of ongoing incentive vesting.

Corporate Governance Expert

This filing documents standard equity compensation vesting and tax withholding; no governance concerns are evident from the record.

The filing identifies the reporting person as the Chief Accounting Officer and shows a one-time vesting event of 441 RSUs converted to common stock. The company withheld 126 shares for taxes and reports remaining RSUs subject to time-based vesting (one-third each year). All material mechanics and the vesting schedule are disclosed explicitly, indicating compliance with Section 16 reporting requirements and transparent executive compensation treatment.

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
Estimated average burden
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^*

Price Dwayne P

(Last) (First) (Middle)

C/O OPENLANE, INC.

11299 NORTH ILLINOIS STREET

(Street)

CARMEL IN 46032

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

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2025

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

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

X	Form filed by One Reporting Person
	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
Common Stock	08/09/2025		M		441	A	$0(1)	12,382.61(2)	D
Common Stock	08/09/2025		F(3)		126	D	$27.98	12,256.61	D

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
Restricted Stock Units	(4)	08/09/2025		M			441	(5)	(5)	Common Stock	441	$0	883	D

Explanation of Responses:

1. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on August 9, 2025.

2. Includes shares acquired pursuant to the Company's Employee Stock Purchase Plan.

3. Shares withheld by the Company to satisfy tax withholding requirements.

4. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

5. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vested on August 9, 2025, one-third of these restricted stock units vest on August 9, 2026 and the remaining one-third of these restricted stock units vest on August 9, 2027, assuming continued employment through the applicable vesting date.

Remarks:

	Kristen Trout, as Attorney-In-Fact	08/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity transaction did OPENLANE (KAR) Chief Accounting Officer report?

The filing reports 441 restricted stock units vested and converted into common stock on 08/09/2025.

How many shares were withheld for taxes and at what price?

126 shares were withheld to satisfy tax withholding at a price of $27.98 per share.

What was the reporting person's beneficial ownership after the transactions?

The filing shows 12,382.61 shares following the RSU settlement and 12,256.61 shares after tax withholding; totals include ESPP shares.

How many RSUs remain unvested and what is the vesting schedule?

883 RSUs remain subject to time-based vesting, scheduled to vest one-third on each of the next two annual vesting dates, assuming continued employment.

Who is the reporting person and what is their role?

The reporting person is Dwayne P. Price, identified as the company's Chief Accounting Officer.