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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. ¨
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 |
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 |