KAR repurchases $482.4M Series A; reporting group shows 13.3% conversion exposure

Rhea-AI Filing Summary

Amendment No. 3 to a Schedule 13D reports that a group of related reporting persons led by Ignition/Apax entities holds economic and voting exposure to Series A Preferred Stock of OPENLANE, Inc. The issuer repurchased $482,431,500 of Series A Preferred Stock (288,322 shares) from Ignition Acquisition Holdings LP under a Repurchase Agreement executed on 09/09/2025 and closed on 10/08/2025.

The 288,322 preferred shares are initially convertible into 16,243,541 shares of common stock, representing 13.3% of the outstanding common shares on the stated basis. The filing consolidates beneficial ownership across seven affiliated entities and states no other transactions in the prior 60 days.

Positive

• Issuer used cash to repurchase Series A Preferred for $482,431,500, providing liquidity to the holder
• Converted exposure defined: 288,322 preferred shares equate to 16,243,541 common shares (13.3%)

Negative

• Significant potential common stake of 13.3% concentrates ownership among related reporting persons
• Accrued but undeclared dividends are excluded from the reported beneficial ownership, leaving an unresolved cash/claim amount

Insights

Corporate Finance Analyst

TL;DR: A cash repurchase rebalances preferred holdings into convertible common exposure equal to 13.3%.

The transaction is a Repurchase Agreement where the issuer paid $482.4M to buy back 288,322 Series A Preferred shares, which are convertible into 16.24M common shares. Structurally, this reduces the reporting person's preferred position in exchange for cash while leaving conversion rights that create a meaningful potential common share stake.

The main dependencies are the conversion mechanics and any undeclared dividends excluded from the reported amounts. Monitorable items include whether those preferred shares are converted and any future open-market or block transactions affecting the 13.3% stake within the near term (weeks to months).

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

10/08/2025

(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 16,243,541.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,243,541.00

11

Aggregate amount beneficially owned by each reporting person

16,243,541.00

12

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

13

Percent of class represented by amount in Row (11)

13.3 %

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 16,243,541.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,243,541.00

11

Aggregate amount beneficially owned by each reporting person

16,243,541.00

12

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

13

Percent of class represented by amount in Row (11)

13.3 %

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 16,243,541.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,243,541.00

11

Aggregate amount beneficially owned by each reporting person

16,243,541.00

12

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

13

Percent of class represented by amount in Row (11)

13.3 %

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 16,243,541.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,243,541.00

11

Aggregate amount beneficially owned by each reporting person

16,243,541.00

12

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

13

Percent of class represented by amount in Row (11)

13.3 %

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 16,243,541.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,243,541.00

11

Aggregate amount beneficially owned by each reporting person

16,243,541.00

12

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

13

Percent of class represented by amount in Row (11)

13.3 %

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 16,243,541.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,243,541.00

11

Aggregate amount beneficially owned by each reporting person

16,243,541.00

12

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

13

Percent of class represented by amount in Row (11)

13.3 %

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 16,243,541.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,243,541.00

11

Aggregate amount beneficially owned by each reporting person

16,243,541.00

12

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

13

Percent of class represented by amount in Row (11)

13.3 %

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. 3 ("Amendment No. 3") 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 amended by Amendment No. 2 filed with the SEC on September 11, 2025 (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. 3 but not otherwise defined herein have the meanings set forth in the Schedule 13D.
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 closed on October 8, 2025.
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 288,323 shares of Series A Preferred Stock held by Ignition Acquisition Holdings LP, which, subject to the below, are initially convertible into 16,243,541 shares of Common Stock representing 13.3% of the outstanding Common Stock (calculated based on 106,303,637 shares of common stock outstanding as of July 31, 2025 , plus the 16,243,541 shares of Common Stock issuable upon conversion of 288,323 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.

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:	10/08/2025

Ignition Acquisition Holdings GP LLC

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary
Date:	10/08/2025

Ignition Parent LP

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary of Ignition GP LLC, its general partner
Date:	10/08/2025

Ignition GP LLC

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary
Date:	10/08/2025

Ignition Topco Ltd

Signature:	/s/ Mark Babbe
Name/Title:	Mark Babbe, Director
Date:	10/08/2025

Apax X GP Co. Limited

Signature:	/s/ Jeremy Latham
Name/Title:	Jeremy Latham, Director
Date:	10/08/2025

Apax Guernsey (Holdco) PCC Limited Apax X Cell

Signature:	/s/ Simon March
Name/Title:	Simon March, Authorised Signatory for and on behalf of Apax Partners Guernsey Limited as Company Secretary to Apax Guernsey (Holdco) PCC Limited
Date:	10/08/2025

FAQ

What did OPENLANE (KAR) repurchase on 10/08/2025?

The issuer repurchased 288,322 shares of Series A Preferred Stock for $482,431,500, closing on 10/08/2025.

How many common shares does the repurchased preferred convert into for KAR?

The 288,322 Series A Preferred shares are initially convertible into 16,243,541 common shares, equal to 13.3% on the filing's stated basis.

Who are the reporting persons in the Schedule 13D/A for KAR?

The filing is reported jointly by affiliated entities including Ignition Acquisition Holdings LP, its GP/parent entities, Ignition Topco Ltd, Apax X GP Co. Limited, and Apax Guernsey (Holdco) PCC Limited Apax X Cell.

Does the filing report any other transactions in the prior 60 days for KAR?

No. The filing states that, except as set forth, none of the reporting persons effected any transaction in the common stock during the past 60 days.

Are accrued dividends included in the beneficial ownership percentage for KAR?

No. The amount reported includes Series A Preferred received as dividends but expressly excludes accrued dividends not yet declared under the Certificate of Designations.