What is Peter J. Kelly’s OPENLANE (OPLN) share ownership after these transactions?

After these transactions, Peter J. Kelly directly owns 660,833 OPENLANE common shares. This total reflects the 53,906 shares received from restricted stock unit conversion and the 22,625 shares withheld to cover tax obligations related to the vesting event.

OPENLANE, Inc. (KAR) CEO details RSU conversion and tax-share withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

OPENLANE, Inc. Chief Executive Officer Peter J. Kelly reported equity award activity involving restricted stock units and common stock. He exercised or converted 53,906 restricted stock units into an equal number of common shares at $0.00 per share, increasing his direct common stock holdings before related tax actions.

To cover tax withholding on this vesting, 22,625 common shares were withheld by the company at $28.63 per share, leaving Kelly with 660,833 directly owned common shares after these transactions. One-third of the related restricted stock units vested on February 21, 2026, with additional one-third tranches scheduled to vest on February 21, 2027 and February 21, 2028, assuming continued employment.

Insider Trade Summary

53,906 shares exercised/converted

Mixed 3 txns

Insider Kelly Peter J

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	53,906	$0.00	--
Exercise	Common Stock	53,906	$0.00	--
Tax Withholding	Common Stock	22,625	$28.63	$648K

Holdings After Transaction: Restricted Stock Units — 109,986 shares (Direct); Common Stock — 683,458 shares (Direct)

Footnotes (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 21, 2026. Shares withheld by the Company to satisfy tax withholding requirements. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. 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 vested on February 21, 2026, one-third of these restricted stock units vest on February 21, 2027 and the remaining one-third of these restricted stock units vest on February 21, 2028, assuming continued employment through the applicable vesting date.

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 05:11 PM

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

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^*

Kelly Peter J

(Last)

(First)

(Middle)

C/O: OPENLANE, INC.

11299 NORTH ILLINOIS STREET

(Street)

CARMEL

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2026		M		53,906	A	$0⁽¹⁾	683,458	D
Common Stock	02/21/2026		F⁽²⁾		22,625	D	$28.63	660,833	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/21/2026		M			53,906	⁽⁴⁾	⁽⁴⁾	Common Stock	53,906	$0	109,986	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 21, 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 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 vested on February 21, 2026, one-third of these restricted stock units vest on February 21, 2027 and the remaining one-third of these restricted stock units vest on February 21, 2028, assuming continued employment through the applicable vesting date.

Remarks:

	Charles S. Coleman as Attorney-In-Fact	02/23/2026
	** 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 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did OPENLANE (OPLN) CEO Peter J. Kelly report?

Peter J. Kelly reported vesting and conversion of 53,906 restricted stock units into common stock and a related tax-withholding share disposition. These transactions reflect equity compensation mechanics rather than open-market buying or selling activity by the OPENLANE CEO.

How many OPENLANE (OPLN) shares did the CEO receive from restricted stock units?

The CEO acquired 53,906 OPENLANE common shares through the exercise or conversion of 53,906 restricted stock units at $0.00 per share. Each restricted stock unit converts into one share of common stock on a 1-for-1 basis, according to the filing footnotes.

Why were 22,625 OPENLANE (OPLN) shares disposed of in this Form 4 filing?

22,625 OPENLANE common shares were withheld by the company at $28.63 per share to satisfy tax withholding obligations. This tax-withholding disposition is coded as transaction type F and does not represent an open-market sale by the CEO.

How do the OPENLANE (OPLN) restricted stock units for the CEO vest over time?

The restricted stock units follow a three-year time-vesting schedule. One-third vested and settled in common stock on February 21, 2026, another third is scheduled to vest on February 21, 2027, and the final third on February 21, 2028, contingent on continued employment.

What is the conversion ratio for OPENLANE (OPLN) restricted stock units in this filing?

Each restricted stock unit converts into one OPENLANE common share on a 1-for-1 basis. The filing’s footnotes state that these restricted stock units are convertible into common stock at that fixed ratio when they vest and settle.