OPENLANE (OPLN) EVP discloses RSU and common stock holdings

Rhea-AI Filing Summary

OPENLANE, Inc. executive J Marty Nowlin, EVP of Human Resources, filed an initial ownership report showing holdings of common stock and multiple blocks of restricted stock units. The filing lists 11,164 shares of common stock held directly, along with time‑vesting restricted stock units that convert into common stock on a 1‑for‑1 basis.

These restricted stock units are scheduled to vest and settle in common stock on several future dates in February 2026, 2027, and 2028, with vesting contingent on continued employment through each applicable vesting date.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Nowlin J Marty

(Last) (First) (Middle)

C/O OPENLANE, INC.

11299 N ILLINOIS STREET, SUITE 500

(Street)

CARMEL IN 46032

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2026

3. Issuer Name and Ticker or Trading Symbol
OPENLANE, Inc. [ KAR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Human Resources

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,164	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock	2,829	(2)	D
Restricted Stock Units	(3)	(3)	Common Stock	5,458	(2)	D
Restricted Stock Units	(4)	(4)	Common Stock	9,561	(2)	D

Explanation of Responses:

1. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on February 24, 2026, assuming continued employment through the applicable vesting date.

2. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

3. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-half of these restricted stock units vest on February 22, 2026 and the remaining one-half of these restricted stock units vest on February 22, 2027, assuming continued employment through the applicable vesting date.

4. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vest on February 21, 2026, one-third of these restricted stock units vest on February 21, 2027, and the final one-third of these restricted stock units vest on February 21, 2028, assuming continued employment through the applicable vesting date.

Remarks:

	Kristen Trout, as Attorney-In-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What does the OPENLANE (OPLN) Form 3 filing by J Marty Nowlin show?

The Form 3 shows EVP of Human Resources J Marty Nowlin’s initial ownership in OPENLANE, including directly held common stock and several blocks of restricted stock units that convert 1‑for‑1 into common shares, subject to time‑based vesting over multiple future dates.

How many OPENLANE (OPLN) common shares does J Marty Nowlin report owning?

J Marty Nowlin reports direct ownership of 11,164 OPENLANE common shares. This number reflects stock already held, separate from his restricted stock units, which will convert into additional common shares only if the specified time‑based vesting and continued employment conditions are satisfied.

What restricted stock units are disclosed in the OPENLANE (OPLN) Form 3?

The filing discloses several awards of restricted stock units that each convert into one OPENLANE common share. These units are subject to time‑vesting, meaning they only settle into common stock on preset future dates if Nowlin remains employed through those vesting dates.

When do J Marty Nowlin’s OPENLANE (OPLN) restricted stock units vest?

The restricted stock units vest and settle in common stock on multiple dates in February 2026, 2027, and 2028. Some awards vest in halves over 2026 and 2027, while others vest in thirds across 2026, 2027, and 2028, conditioned on continued employment.

Does the OPENLANE (OPLN) Form 3 show any recent stock purchases or sales?

The Form 3 functions as an initial ownership report and lists holdings of common stock and restricted stock units. The transactions are coded as holdings rather than explicit purchases or sales, so it primarily establishes Nowlin’s equity position instead of detailing new trading activity.

What is the conversion rate of OPENLANE (OPLN) restricted stock units in this filing?

Each restricted stock unit disclosed converts into one share of OPENLANE common stock on a 1‑for‑1 basis. Conversion occurs only when the applicable vesting date is reached and the continued employment condition through that date has been fully satisfied.