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  4. [Form 4] OPENLANE, Inc. Insider Trading Activity

OPENLANE, Inc. (NYSE: KAR) CFO exercises RSUs, shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OPENLANE, Inc. EVP & CFO Bradley Herring exercised restricted stock units that vested into 16,190 shares of common stock on May 27, 2026. The company withheld 4,453 shares at $36.90 per share to cover tax obligations, leaving him with 11,737 common shares held directly.

Each restricted stock unit converts into one share of common stock. After this vesting event, 32,382 restricted stock units remain subject to time-based vesting, with additional thirds scheduled to vest on May 27, 2027 and May 27, 2028, assuming continued employment.

Positive

  • None.

Negative

  • None.
Insider Herring Bradley
Role EVP & CFO
Type Security Shares Price Value
Exercise Restricted Stock Units 16,190 $0.00 --
Exercise Common Stock 16,190 $0.00 --
Tax Withholding Common Stock 4,453 $36.90 $164K
Holdings After Transaction: Restricted Stock Units — 32,382 shares (Direct, null); Common Stock — 16,190 shares (Direct, null)
Footnotes (1)
  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 May 27, 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 May 27, 2026, one-third of these restricted stock units vest on May 27, 2027 and the remaining one-third of these restricted stock units vest on May 27, 2028, assuming continued employment through the applicable vesting date.
RSUs vested into common stock 16,190 shares Common stock issued from RSU vesting on May 27, 2026
Shares withheld for taxes 4,453 shares at $36.90 Tax-withholding disposition on May 27, 2026
Common shares held after transaction 11,737 shares Direct ownership following May 27, 2026 transactions
Unvested restricted stock units 32,382 RSUs RSUs remaining subject to time-based vesting
RSU conversion rate 1-for-1 into common stock Each RSU converts into one OPENLANE common share
Restricted Stock Units financial
"Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding requirements financial
"Shares withheld by the Company to satisfy tax withholding requirements."
time-vesting requirement financial
"These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows:"
derivative exercise/conversion financial
"transaction_action: derivative exercise/conversion"
Form 4 Insider Transactions: What Each Field Means →
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*
Herring Bradley
(Last)(First)(Middle)
C/O: OPENLANE, INC.
11299 N ILLINOIS STREET
(Street)
CARMEL INDIANA 46032
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
OPENLANE, Inc. [ KAR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026		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
Common Stock05/27/2026M16,190A$0(1)16,190D
Common Stock05/27/2026F(2)4,453D$36.911,737D
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
Restricted Stock Units(3)05/27/2026M16,190 (4) (4)Common Stock16,190$032,382D
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 May 27, 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 May 27, 2026, one-third of these restricted stock units vest on May 27, 2027 and the remaining one-third of these restricted stock units vest on May 27, 2028, assuming continued employment through the applicable vesting date.
Remarks:
Kristen Trout, as Attorney-In-Fact05/28/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did OPENLANE (KAR) report for CFO Bradley Herring?

OPENLANE reported that EVP & CFO Bradley Herring had restricted stock units vest into 16,190 common shares. The company simultaneously withheld 4,453 of those shares to satisfy tax obligations, resulting in 11,737 common shares held directly after the transactions.

Were Bradley Herring’s OPENLANE (KAR) transactions open-market buys or sells?

The transactions were not open-market trades. They involved restricted stock units vesting into common shares and a tax-withholding disposition, where 4,453 shares were retained by the company to cover taxes rather than being sold on the open market.

How many OPENLANE (KAR) shares does Bradley Herring hold after these Form 4 transactions?

Following the May 27, 2026 transactions, Bradley Herring directly holds 11,737 shares of OPENLANE common stock. This figure reflects the net position after 16,190 shares were issued from vested restricted stock units and 4,453 shares were withheld for tax purposes.

What are the terms of Bradley Herring’s restricted stock units at OPENLANE (KAR)?

Each restricted stock unit converts into one share of OPENLANE common stock. One-third vested on May 27, 2026, with additional one-third tranches scheduled to vest on May 27, 2027 and May 27, 2028, contingent on his continued employment with the company.

How many restricted stock units remain unvested for Bradley Herring at OPENLANE (KAR)?

After the May 27, 2026 vesting, 32,382 restricted stock units remain outstanding for Bradley Herring. These units are subject to a time-vesting requirement, with equal portions set to vest in 2027 and 2028 if he remains employed by OPENLANE.