OPENLANE (OPLN) CAO reports RSU vesting, tax-share withholding on Form 4

Rhea-AI Filing Summary

OPENLANE, Inc. Chief Accounting Officer Dwayne P. Price reported equity award activity involving restricted stock units and common shares. On February 24, 2026, 1,179 restricted stock units vested and converted into the same number of common shares at no cost. To cover tax withholding requirements, 335 common shares were withheld by the company at a price of $26.15 per share. After these transactions, Price directly owned 15,699.628 shares of OPENLANE common stock.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Price Dwayne P

(Last) (First) (Middle)

C/O OPENLANE, INC.

11299 NORTH ILLINOIS STREET

(Street)

CARMEL IN 46032

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2026		M		1,179	A	$0(1)	16,034.628	D
Common Stock	02/24/2026		F(2)		335	D	$26.15	15,699.628	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	02/24/2026		M			1,179	(4)	(4)	Common Stock	1,179	$0	0	D

Explanation of Responses:

1. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on February 24, 2026.

2. Shares withheld by the Company to satisfy tax withholding requirements.

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

4. These restricted stock units were subject to a time-vesting requirement and vested and settled in common stock on February 24, 2026.

Remarks:

	Kristen Trout, as Attorney-In-Fact	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did OPENLANE (OPLN) report for Dwayne P. Price?

OPENLANE reported that Chief Accounting Officer Dwayne P. Price had 1,179 restricted stock units vest and convert into common stock. In connection with this vesting, 335 common shares were withheld by the company to satisfy tax withholding obligations on February 24, 2026.

How many OPENLANE (OPLN) shares did Dwayne P. Price acquire through equity awards?

Dwayne P. Price acquired 1,179 OPENLANE common shares through the vesting and conversion of restricted stock units on a 1‑for‑1 basis. These restricted stock units were subject to a time‑vesting requirement and vested and settled in common stock on February 24, 2026.

Why were 335 OPENLANE (OPLN) shares disposed of in this Form 4 filing?

The 335 OPENLANE common shares were withheld by the company solely to satisfy tax withholding requirements related to the vesting of restricted stock units. This disposition, reported with transaction code F, reflects a tax‑withholding transaction rather than an open‑market sale of shares.

What was the tax withholding price used for OPENLANE (OPLN) shares?

The company used a price of $26.15 per OPENLANE common share when withholding 335 shares to cover tax obligations. This price applies specifically to the tax‑withholding disposition and is not described as a market trade price in the reported transactions.

How many OPENLANE (OPLN) shares does Dwayne P. Price own after these transactions?

Following the vesting, conversion, and tax‑withholding disposition, Dwayne P. Price directly owns 15,699.628 shares of OPENLANE common stock. This reported total reflects his direct ownership position after both the acquisition of vested shares and the shares withheld for taxes.

What do the restricted stock unit terms mean in the OPENLANE (OPLN) Form 4?

Each restricted stock unit converts into one share of OPENLANE common stock on a 1‑for‑1 basis. The reported units were subject to time‑vesting conditions and vested and settled in common stock on February 24, 2026, triggering the related share issuance and tax withholding.