OPENLANE details 8M-share secondary offering

OPENLANE, Inc. reported that Ignition Acquisition Holdings LP, a fund advised by Apax Partners, L.P., launched and priced a registered public secondary offering of 8,000,000 shares of OPENLANE common stock on August 11, 2026.

Rhea-AI Filing Summary

OPENLANE, Inc. reported that Ignition Acquisition Holdings LP, a fund advised by Apax Partners, L.P., launched and priced a registered public secondary offering of 8,000,000 shares of OPENLANE common stock on August 11, 2026. The offering closed on August 13, 2026 with approximately $274.9 million in gross proceeds to the selling stockholder; OPENLANE did not receive any of these proceeds.

As part of the same transaction, OPENLANE purchased 727,590 shares from the aggregate 8,000,000 shares sold, at the same per-share price paid by BofA Securities, Inc. to the selling stockholder. The transaction was conducted under an Underwriting Agreement among OPENLANE, the selling stockholder and BofA Securities, Inc., using an automatic shelf registration statement on Form S-3 and a related prospectus supplement filed on August 13, 2026.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Secondary offering size: 8,000,000 shares Gross proceeds to selling stockholder: $274.9 million Shares repurchased by company: 727,590 shares

3 metrics

Secondary offering size 8,000,000 shares Shares of OPENLANE common stock sold by Ignition Acquisition Holdings LP in August 2026

Gross proceeds to selling stockholder $274.9 million Approximate gross proceeds from the 8,000,000-share secondary offering

Shares repurchased by company 727,590 shares Common shares purchased by OPENLANE from the shares sold in the offering

Key Terms

registered public secondary offering, Underwriting Agreement, automatic shelf registration statement, prospectus supplement, +1 more

5 terms

registered public secondary offering financial

"launched and priced its registered public secondary offering of 8,000,000 shares"

Underwriting Agreement financial

"the Company entered into an Underwriting Agreement, dated August 11, 2026"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

automatic shelf registration statement regulatory

"previously filed with the Securities and Exchange Commission an automatic shelf registration statement"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

prospectus supplement regulatory

"as supplemented by a prospectus supplement, filed with the SEC on August 13, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stock transaction did OPENLANE (OPLN) disclose on August 11, 2026?

OPENLANE disclosed a registered public secondary offering of 8,000,000 shares of its common stock by Ignition Acquisition Holdings LP, a fund advised by Apax Partners, L.P., launched and priced on August 11, 2026 and closed on August 13, 2026.

How much did the selling stockholder receive in the OPENLANE (OPLN) secondary offering?

The selling stockholder received approximately $274.9 million in gross proceeds from the sale of 8,000,000 shares of OPENLANE common stock. The company stated that it did not receive any proceeds from these sales by the selling stockholder.

Did OPENLANE (OPLN) receive any proceeds from the 8,000,000-share offering?

OPENLANE reported that it did not receive any proceeds from the selling stockholder’s sale of 8,000,000 shares. The gross proceeds of approximately $274.9 million went to Ignition Acquisition Holdings LP, not to the company.

Did OPENLANE (OPLN) repurchase shares in connection with this offering?

Yes. OPENLANE purchased 727,590 shares of its common stock out of the 8,000,000 shares sold in the offering, paying a price per share equal to the price per share paid by BofA Securities, Inc. to the selling stockholder.

Which registration statement covered the OPENLANE (OPLN) secondary offering?

The secondary offering was conducted under an automatic shelf registration statement on Form S-3, File No. 333-277249, together with a related prospectus and a prospectus supplement filed with the SEC on August 13, 2026 specifically for this offering.

Who acted as underwriter in the OPENLANE (OPLN) secondary stock sale?

BofA Securities, Inc. acted as the underwriter in the secondary offering, purchasing shares from Ignition Acquisition Holdings LP under an Underwriting Agreement dated August 11, 2026, to which OPENLANE and the selling stockholder were parties.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 11, 2026

OPENLANE, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34568		20-8744739
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11299 N. Illinois Street, Suite 500

Carmel, Indiana 46032

(Address of principal executive offices)

(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:

¨        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	OPLN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 under 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 8.01 Other Events.

On August 11, 2026, Ignition Acquisition Holdings LP (the “Selling Stockholder”), a fund advised by Apax Partners, L.P., launched and priced its registered public secondary offering (the “Offering”) of 8,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of OPENLANE, Inc. (the “Company”). The closing of the Offering with respect to the 8,000,000 shares occurred on August 13, 2026, with gross proceeds to the Selling Stockholder of approximately $274.9 million.

The Company did not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholder.

In addition, the Company purchased, out of the aggregate of 8,000,000 shares of Common Stock sold as part of the Offering, 727,590 shares of Common Stock at a price per share equal to the price per share paid by BoA Securities, Inc. (the “Underwriter”) to the Selling Stockholder.

In connection with the Offering, the Company entered into an Underwriting Agreement, dated August 11, 2026 (the “Underwriting Agreement”), by and among the Company, the Selling Stockholder and the Underwriter. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein. The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement.

The Company previously filed with the Securities and Exchange Commission (“SEC”) an automatic shelf registration statement (including a prospectus) on Form S-3 (File No. 333-277249), as supplemented by a prospectus supplement, filed with the SEC on August 13, 2026, for the Offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated August 11, 2026, by and among OPENLANE, Inc., the selling stockholder named therein and BofA Securities, Inc.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

2

SIGNATURES

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.

Date: August 13, 2026

	By:	/s/ Bradley Herring
	Name:	Bradley Herring
	Title:	Executive Vice President and Chief Financial Officer

3

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 226.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB