[SCHEDULE 13D/A] OPENLANE, Inc SEC Filing

Rhea-AI Filing Summary

Amendment No. 2 to a Schedule 13D reports that Ignition-related reporting persons collectively beneficially own 576,645 shares of Series A Preferred Stock initially convertible into 32,487,026 shares of OPENLANE, Inc. common stock, representing 23.4% of the expanded share count. The filing discloses a Repurchase Agreement dated September 9, 2025 under which OPENLANE agreed to purchase 288,322 shares of Series A Preferred Stock from Ignition Acquisition Holdings LP for $482,431,500. That repurchase is subject to customary closing conditions and a timing window between September 30, 2025 and October 20, 2025 unless extended. The Schedule also notes conversion mechanics, treatment of dividends and exhibits that include the Repurchase Agreement and officer lists.

Positive

• Quantified ownership: Filing specifies the exact convertible preferred shares and the equivalent common share count (576,645 preferred = 32,487,026 common, 23.4%).
• Large agreed cash consideration: Repurchase Agreement sets clear aggregate cash consideration of $482,431,500 for 288,322 Series A Preferred shares.
• Documented exhibits: Repurchase Agreement and list of directors/executive officers of reporting persons are filed as exhibits for verification.

Negative

• Conditional closing: The repurchase is subject to customary closing conditions and will not occur before September 30, 2025 and may not occur after October 20, 2025 absent agreement, creating execution risk.
• Partial reduction only: The agreement covers 288,322 of the 576,645 Series A Preferred shares, so a remaining preferred position and conversion exposure persists.
• Accrued dividends excluded: Reported beneficial ownership excludes accrued but undeclared dividends, which may affect ultimate economic entitlements.

Insights

Financial Analyst

TL;DR: Reporting persons hold the Series A Preferred convertible into 23.4% of common; a $482.4M repurchase of part of that preferred is agreed, subject to closing conditions.

The filing clearly quantifies the impact on ownership: 576,645 Series A Preferred are convertible into 32,487,026 common shares, representing 23.4% on an as-converted basis. The disclosed Repurchase Agreement contemplates a $482,431,500 cash purchase of 288,322 Series A Preferred shares, reducing the reporting persons' preferred position if completed. The document specifies timing constraints and that accrued but undeclared dividends are excluded from the reported beneficial ownership. These are material capital-structure and cash-flow items for both the issuer and the reporting persons.

M&A / Transactions Specialist

TL;DR: A tranche of Series A Preferred will be sold back to OPENLANE for $482.4M under a dated repurchase agreement with defined closing windows and customary conditions.

The agreement, filed as an exhibit, appears to be a negotiated, sizeable cash repurchase of preferred stock representing a meaningful portion of the convertible preferred position. The filing treats the transaction terms and conversion mechanics as central and discloses limited timing flexibility. The presence of detailed exhibits (directors/officers and the Repurchase Agreement) is appropriate to evaluate contractual terms and closing conditions; those exhibits should be reviewed for indemnities, conditions precedent and any covenants that affect post-closing governance or conversion rights.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

OPENLANE, Inc. (f/k/a KAR Auction Services, Inc.)

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

48238T109

(CUSIP Number)

Roy Mackenzie
c/o Apax Partners US, LLC, 601 Lexington Avenue, 58th Floor
New York, NY, 10022
(212) 753-6300

Ryerson Symons
Simpson Thacher & Bartlett LLP, 425 Lexington Avenue
New York, NY, 10017
(212) 455-2000

Jakob Rendtorff
Simpson Thacher & Bartlett LLP, 425 Lexington Avenue
New York, NY, 10017
(212) 455-2000

Keegan Lopez
Simpson Thacher & Bartlett LLP, 425 Lexington Avenue
New York, NY, 10017
(212) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/09/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 48238T109

1

Name of reporting person

Ignition Acquisition Holdings LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 32,487,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,487,026.00

11

Aggregate amount beneficially owned by each reporting person

32,487,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 48238T109

1

Name of reporting person

Ignition Acquisition Holdings GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 32,487,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,487,026.00

11

Aggregate amount beneficially owned by each reporting person

32,487,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 48238T109

1

Name of reporting person

Ignition Parent LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 32,487,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,487,026.00

11

Aggregate amount beneficially owned by each reporting person

32,487,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 48238T109

1

Name of reporting person

Ignition GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 32,487,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,487,026.00

11

Aggregate amount beneficially owned by each reporting person

32,487,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 48238T109

1

Name of reporting person

Ignition Topco Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 32,487,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,487,026.00

11

Aggregate amount beneficially owned by each reporting person

32,487,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 48238T109

1

Name of reporting person

Apax X GP Co. Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 32,487,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,487,026.00

11

Aggregate amount beneficially owned by each reporting person

32,487,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 48238T109

1

Name of reporting person

Apax Guernsey (Holdco) PCC Limited Apax X Cell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 32,487,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,487,026.00

11

Aggregate amount beneficially owned by each reporting person

32,487,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: OPENLANE, Inc. (f/k/a KAR Auction Services, Inc.)
(c)	Address of Issuer's Principal Executive Offices: 11299 N. Illinois Street, Suite 500, Carmel, INDIANA , 46032.
Item 1 Comment: This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on July 2, 2020, as amended by Amendment No. 1 filed with the SEC on September 14, 2020 (as so amended, the "Schedule 13D") with respect to the common stock, par value $0.01 per share ("Common Stock") of OPENLANE, Inc. (f/k/a KAR Auction Services, Inc.), a Delaware corporation (the "Issuer"). The Schedule 13D is filed jointly on behalf (i) Ignition Acquisition Holdings LP, (ii) Ignition Acquisition Holdings GP LLC, (iii) Ignition Parent LP, (iv) Ignition GP LLC, (v) Ignition Topco Ltd, (vi), Apax X GP Co. Limited, and (vii) Apax Guernsey (Holdco) PCC Limited Apax X Cell (collectively, the "Reporting Persons"). Capitalized terms used in this Amendment No. 2 but not otherwise defined herein have the meanings set forth in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is hereby amended and supplemented by the following: The information set forth in Exhibit 2 is annexed hereto and incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 5 of this Amendment No. 2 is hereby incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On September 9, 2025, the Issuer entered into a Repurchase Agreement with Ignition Acquisition Holdings LP, pursuant to which the Issuer agreed to purchase 288,322 shares of Series A Preferred Stock from Ignition Acquisition Holdings LP in exchange for aggregate cash consideration equal to $482,431,500. Such transaction is conditioned upon the satisfaction or waiver of certain customary closing conditions and will not occur prior to September 30, 2025, or, unless otherwise agreed by the parties, after October 20, 2025. The description of the Repurchase Agreement in this Item 4 is not intended to be complete and is qualified in its entirety by the full text of such agreement, which is filed as an exhibit hereto and incorporated by reference Item 5.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows: Each of the Reporting Persons may be deemed to beneficially own the 576,645 shares of Series A Preferred Stock held by Ignition Acquisition Holdings LP, which, subject to the below, are initially convertible into 32,487,026 shares of Common Stock representing 23.4% of the outstanding Common Stock (calculated based on 106,303,637 shares of common stock outstanding as of July 31, 2025 , plus the 32,487,026 shares of Common Stock issuable upon conversion of 576,645 shares of Series A Preferred Stock of the Issuer held by Ignition Acquisition Holdings LP). The amount of Common Stock reported as beneficially owned herein 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.
(b)	See Item 5(a) above.
(c)	Except as set forth in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Exhibit 2 hereof, has effected any transaction in the Common Stock during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Amendment No. 2 is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit Description Exhibit 2 Directors and Executive Officers of Reporting Persons. Exhibit 6 Repurchase Agreement, dated as of September 9, 2025, by and between Ignition Acquisition Holdings LP and OPENLANE, Inc. This agreement is incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 9, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ignition Acquisition Holdings LP

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary of Ignition Acquisition Holdings GP LLC, its general partner
Date:	09/11/2025

Ignition Acquisition Holdings GP LLC

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary
Date:	09/11/2025

Ignition Parent LP

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary of Ignition GP LLC, its general partner
Date:	09/11/2025

Ignition GP LLC

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary
Date:	09/11/2025

Ignition Topco Ltd

Signature:	/s/ Mark Babbe
Name/Title:	Mark Babbe, Director
Date:	09/11/2025

Apax X GP Co. Limited

Signature:	/s/ Simon Cresswell
Name/Title:	Simon Cresswell, Director
Date:	09/11/2025

Apax Guernsey (Holdco) PCC Limited Apax X Cell

Signature:	/s/ Mark John Despres
Name/Title:	Mark John Despres, Director
Date:	09/11/2025

FAQ

What did the Schedule 13D/A for OPENLANE (KAR) disclose?

The filing discloses that Ignition-related reporting persons beneficially own 576,645 Series A Preferred shares convertible into 32,487,026 common shares (23.4%) and a Repurchase Agreement under which OPENLANE will purchase 288,322 of those preferred shares for $482,431,500.

How many common shares are represented by the convertible Series A Preferred?

The filing states 576,645 shares of Series A Preferred are initially convertible into 32,487,026 shares of common stock.

What is the cash price and number of preferred shares in the Repurchase Agreement?

OPENLANE agreed to purchase 288,322 shares of Series A Preferred from Ignition Acquisition Holdings LP for aggregate cash consideration of $482,431,500.

When can the repurchase close according to the filing?

The repurchase will not occur prior to September 30, 2025 and, unless otherwise agreed, will not occur after October 20, 2025; it is also subject to customary closing conditions.

Does the reported ownership include accrued dividends?

No. The reported beneficial ownership includes Series A Preferred received as dividends but excludes accrued dividends that have not been declared by the issuer.