STOCK TITAN

OPENLANE (NYSE: OPLN) director defers fees into phantom stock

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OPENLANE, Inc. director David W. Hult received a grant of 5,646 phantom stock units on August 5, 2026, representing deferred director fees under the KAR Auction Services, Inc. Directors Deferred Compensation Plan. The units are valued at $38.22 per unit, vest on June 5, 2027, remain forfeitable until vesting, and convert into common stock on a one-for-one basis at future dates he selects. Following this award, he holds 5,646 phantom stock units directly.

Positive

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Insider Hult David W
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock F1, F2, F3 5,646 $38.22 $216K
Holdings After Transaction: Phantom Stock — 5,646 shares (Direct)
Footnotes (3)
  1. F1. The phantom stock will convert into shares of common stock on a one-for-one basis.
  2. F2. Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. The shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested.
  3. F3. The reporting person will receive shares of common stock, on a one-for-one basis, at a future date(s) specified by him subject to the terms and conditions of the KAR Auction Services, Inc. Directors Deferred Compensation Plan.
Phantom stock units granted 5,646 units Grant of phantom stock to director David W. Hult on August 5, 2026
Grant value per unit $38.22 per unit Value used for phantom stock award on August 5, 2026
Underlying common shares 5,646 shares Phantom stock converts into common stock on a one-for-one basis
Vesting date June 5, 2027 Phantom stock units vest and are no longer subject to forfeiture on this date
Phantom Stock financial
"The phantom stock will convert into shares of common stock on a one-for-one basis."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Directors Deferred Compensation Plan financial
"Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan."
A directors deferred compensation plan lets a board member postpone receiving part or all of their cash fees or stock-based pay until a future date, often retirement, allowing taxes to be delayed and payouts to be structured over time. Investors care because these plans change a company’s future cash obligations and reveal how the board’s pay is aligned with long-term performance—like choosing to take a paycheck later to tie personal reward to the company’s future results.
subject to forfeiture financial
"The shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested."

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FAQ

What transaction did OPENLANE (OPLN) director David W. Hult report?

He reported a grant of 5,646 phantom stock units on August 5, 2026. These units represent deferred director fees under the KAR Auction Services, Inc. Directors Deferred Compensation Plan and will convert into OPENLANE common stock on a one-for-one basis at future dates.

How many phantom stock units did OPLN director David W. Hult receive and at what value?

David W. Hult received 5,646 phantom stock units valued at $38.22 per unit. The grant is structured as deferred director fees in phantom stock, which later settles in OPENLANE common shares under the company’s directors deferred compensation plan.

When do David W. Hult’s phantom stock units for OPENLANE (OPLN) vest?

The phantom stock units vest on June 5, 2027. Until that vesting date, the award remains subject to forfeiture under the KAR Auction Services, Inc. Directors Deferred Compensation Plan, meaning Hult’s right to the shares is not fully secured before vesting.

How will the phantom stock units convert into OPENLANE (OPLN) common stock?

Each phantom stock unit converts into one share of common stock on a one-for-one basis. Hult will receive the actual OPENLANE common shares at future date or dates he specifies, subject to the terms of the directors deferred compensation plan.

What is the KAR Auction Services, Inc. Directors Deferred Compensation Plan mentioned in the OPLN filing?

It is the plan under which Hult’s deferred director fees are credited as phantom stock units. Those units vest on June 5, 2027 and later settle into OPENLANE common stock, following the plan’s terms and any timing elections Hult has made.

What is David W. Hult’s phantom stock position in OPENLANE (OPLN) after this grant?

Following this award, Hult directly holds 5,646 phantom stock units. These units currently exist as a deferred, forfeitable interest that will vest in 2027 and then convert one-for-one into OPENLANE common shares at future distribution dates he has specified.
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Hult David W

(Last)(First)(Middle)
C/O OPENLANE, INC.
11299 NORTH ILLINOIS STREET

(Street)
CARMEL INDIANA 46032

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
OPENLANE, Inc. [ OPLN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)08/05/2026A5,646 (2)(3) (3)Common Stock5,646$38.225,646D
Explanation of Responses:
1. The phantom stock will convert into shares of common stock on a one-for-one basis.
2. Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. The shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested.
3. The reporting person will receive shares of common stock, on a one-for-one basis, at a future date(s) specified by him subject to the terms and conditions of the KAR Auction Services, Inc. Directors Deferred Compensation Plan.
Remarks:
Kristen Trout, as Attorney-In-Fact08/06/2026
** Signature of Reporting PersonDate
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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)