OPENLANE (KAR) EVP reports option exercises and stock sales in Form 4

Rhea-AI Filing Summary

OPENLANE, Inc. executive Charles S. Coleman, EVP, CLO & Secretary, reported option exercises and share sales in the company’s stock. On 12/02/2025, he exercised employee stock options to buy 29,354 shares of common stock at an exercise price of $18.23 per share, and separately exercised options for another 58,708 shares at the same price.

On the same date, Coleman sold 29,354 shares of common stock at a weighted average price of about $25.997 per share and sold another 58,708 shares at a weighted average price of about $25.996 per share, with individual trades occurring within the price ranges disclosed in the footnotes. After these transactions, he reported beneficial ownership of about 53,474.483 shares of common stock held directly and 58,709 employee stock options outstanding, which are scheduled to vest over time based on continued service and specified stock price hurdles.

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

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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^*

Coleman Charles S.

(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)
	EVP, CLO & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025

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	12/02/2025		M		29,354	A	$18.23	82,828.483	D
Common Stock	12/02/2025		S		29,354	D	$25.997(1)	53,474.483	D
Common Stock	12/02/2025		M		58,708	A	$18.23	112,182.483	D
Common Stock	12/02/2025		S		58,708	D	$25.996(2)	53,474.483	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
Employee Stock Option (right to buy)	$18.23	12/02/2025		M			29,354	(3)	06/04/2031	Common Stock	29,354	$18.23	0	D
Employee Stock Option (right to buy)	$18.23	12/02/2025		M			58,708	(4)	06/04/2031	Common Stock	58,708	$18.23	58,709	D

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.930 to $26.065 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.920 to $26.065 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. These options were granted on June 4, 2021 and vested and became exercisable in equal installments on each of the first four anniversaries of the grant date, and were subject to continued employment through such vesting date.

4. These options were granted on June 4, 2021 and will become eligible to vest and become exercisable in equal 25% increments, each upon the later of the occurrence of the first four anniversaries of the grant date, respectively, and the attainment of the closing price of the Company's common stock at or above, for each respective 25% increment, $23.23, $28.23, $33.23, and $38.23, for twenty consecutive trading days, subject to continued employment through such vesting date.

Remarks:

	Charles S. Coleman	12/03/2025
	** 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.
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FAQ

What insider transaction did OPENLANE (KAR) report for Charles S. Coleman?

EVP, CLO & Secretary Charles S. Coleman reported exercising employee stock options and selling shares of OPENLANE, Inc. common stock on 12/02/2025, as shown in the Form 4.

How many OPENLANE (KAR) shares did Charles S. Coleman acquire through option exercises?

On 12/02/2025, Charles S. Coleman exercised employee stock options to acquire 29,354 shares of common stock at $18.23 per share and separately exercised options for another 58,708 shares at the same exercise price.

At what prices did Charles S. Coleman sell OPENLANE (KAR) shares?

Coleman sold 29,354 shares at a weighted average price of about $25.997 per share and 58,708 shares at a weighted average price of about $25.996 per share, with trades occurring within the price ranges described in the footnotes.

How many OPENLANE (KAR) shares does Charles S. Coleman own after these transactions?

Following the reported transactions, Charles S. Coleman reported beneficial ownership of approximately 53,474.483 shares of OPENLANE, Inc. common stock held directly.

What employee stock options does Charles S. Coleman still hold in OPENLANE (KAR)?

After the transactions, Coleman reported 58,709 employee stock options with an exercise price of $18.23 per share remaining, with vesting tied to future anniversaries of the June 4, 2021 grant date and specified stock price thresholds.

How do the vesting conditions work for Charles S. Coleman’s remaining OPENLANE (KAR) options?

The remaining options granted on June 4, 2021 become eligible to vest in four 25% increments based on both time (anniversaries of the grant date) and the company’s stock reaching closing prices of $23.23, $28.23, $33.23, and $38.23 for twenty consecutive trading days, subject to continued employment.