OPENLANE director awarded 6,031 phantom shares

OPENLANE, Inc. director Mary Ellen Smith reported receiving a grant of 6,031 shares of phantom stock, a form of deferred equity tied to the company’s common stock, at a transaction price of $36.48 per share.

Rhea-AI Filing Summary

OPENLANE, Inc. director Mary Ellen Smith reported receiving a grant of 6,031 shares of phantom stock, a form of deferred equity tied to the company’s common stock, at a transaction price of $36.48 per share. These 6,031 phantom shares vest on June 5, 2027 and are subject to forfeiture until vested under the KAR Auction Services, Inc. Directors Deferred Compensation Plan. After this award, she holds a total of 49,354 phantom stock shares, which will convert into common stock on a one-for-one basis and be delivered at future dates she has specified, subject to the plan’s terms.

Insider Trade Summary

Grant/Award: 6,031 shares

Grant/Award 1 txn

Insider Smith Mary Ellen

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	6,031	$36.48	$220K

Holdings After Transaction: Phantom Stock — 49,354 contracts (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. 6,031 shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested. All other shares of phantom stock are 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 her subject to the terms and conditions of the KAR Auction Services, Inc. Directors Deferred Compensation Plan.

Key Figures

Phantom stock grant: 6,031 shares Transaction price per share: $36.48 per share Total phantom stock after grant: 49,354 shares +3 more

6 metrics

Phantom stock grant 6,031 shares Phantom stock awarded to director on June 5, 2026

Transaction price per share $36.48 per share Recorded price for phantom stock grant

Total phantom stock after grant 49,354 shares Director’s phantom stock balance following transaction

Underlying common stock 6,031 shares Common stock underlying the new phantom stock grant

Vesting date June 5, 2027 Vesting date for 6,031 phantom stock shares, subject to forfeiture

Conversion ratio 1-for-1 Each phantom stock share converts into one common share

Key Terms

Phantom Stock, Directors Deferred Compensation Plan, vest, forfeiture, +1 more

5 terms

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.

vest financial

"6,031 shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

forfeiture financial

"6,031 shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested."

underlying security financial

"underlying_security_title": "Common Stock""

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/08/2026 - 03:32 PM Learn about SEC filing dates

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^*

Smith Mary Ellen

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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

X	Form 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	06/05/2026		A		6,031		(2)(3)	(3)	Common Stock	6,031	$36.48	49,354	D

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. 6,031 shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested. All other shares of phantom stock are vested.

3. The reporting person will receive shares of common stock, on a one-for-one basis, at a future date(s) specified by her subject to the terms and conditions of the KAR Auction Services, Inc. Directors Deferred Compensation Plan.

Remarks:

	Charles S. Coleman, Attorney-in-Fact	06/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)