OPENLANE (NYSE: OPLN) eliminates Series A convertible preferred terms
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
OPENLANE, Inc. amended its charter by filing a Certificate of Elimination in Delaware to remove the previously adopted Certificate of Designations for its Series A Convertible Preferred Stock. This filing makes the company’s Amended and Restated Certificate of Incorporation no longer include the terms governing that preferred stock series.
The change became effective upon filing on May 29, 2026. The full Certificate of Elimination is provided as an exhibit to the report for reference.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.03, 9.01
2 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Certificate of Elimination filing date: May 29, 2026
Original Series A designation date: June 9, 2020
2 metrics
Certificate of Elimination filing date
May 29, 2026
Effective date of charter amendment in Delaware
Original Series A designation date
June 9, 2020
Date Certificate of Designations for Series A Preferred was filed
Key Terms
Certificate of Elimination, Certificate of Designations, Series A Convertible Preferred Stock, Amended and Restated Certificate of Incorporation
4 terms
Certificate of Elimination regulatory
"On May 29, 2026, OPENLANE, Inc. filed a Certificate of Elimination..."
Certificate of Designations regulatory
"...elimination of the Certificate of Designations relating to the Company’s Series A Convertible Preferred Stock..."
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
Series A Convertible Preferred Stock financial
"...relating to the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”)..."
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Amended and Restated Certificate of Incorporation regulatory
"...eliminated from the Company’s Amended and Restated Certificate of Incorporation all matters set forth..."
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2026
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(Zip Code)
(800 ) 923-3725
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 29, 2026, OPENLANE, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Designations relating to the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) previously filed by the Company with the Secretary of State of the State of Delaware on June 9, 2020. Effective upon filing, the Certificate of Elimination eliminated from the Company’s Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations of the Series A Preferred Stock.
A copy of the Certificate of Elimination with respect to the Company’s Series A Preferred Stock is attached as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
3.1 Certificate of Elimination of the Series A Convertible Preferred Stock of OPENLANE, Inc. (filed May 29, 2026)
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated: May 29, 2026 | OPENLANE, Inc. | ||||
| /s/ Charles S. Coleman | |||||
Charles S. Coleman Executive Vice President, Chief Legal Officer and Secretary | |||||
FAQ
What did OPENLANE (OPLN) change in its corporate charter?
OPENLANE filed a Certificate of Elimination to remove the Certificate of Designations for its Series A Convertible Preferred Stock from its Amended and Restated Certificate of Incorporation.
When did OPENLANE (OPLN) file the Certificate of Elimination?
OPENLANE filed the Certificate of Elimination on May 29, 2026. The filing became effective upon submission to the Delaware Secretary of State, updating the company’s charter on that date.
Which security is affected by OPENLANE’s May 29, 2026 8-K?
The filing concerns OPENLANE’s Series A Convertible Preferred Stock. The company eliminated the related Certificate of Designations from its charter, so those specific preferred stock terms no longer appear in its incorporation document.
Does OPENLANE’s 8-K involve its common stock traded as OPLN?
The 8-K identifies OPENLANE’s common stock trading on the New York Stock Exchange under symbol OPLN, but the described charter change specifically targets the Series A Convertible Preferred Stock, not the common stock.
Where can investors see the Certificate of Elimination for OPLN?
The Certificate of Elimination for OPENLANE’s Series A Convertible Preferred Stock is attached as Exhibit 3.1 to the report, and it is incorporated by reference into the filing.