RSU vesting increases OPENLANE (OPLN) EVP stake before tax withholding

Rhea-AI Filing Summary

OPENLANE, Inc. EVP of Human Resources J Marty Nowlin reported routine equity compensation activity. On February 24, 2026, 2,829 restricted stock units converted into the same number of common shares on a 1-for-1 basis as they vested.

To satisfy tax withholding requirements tied to this vesting, 804 common shares were withheld at $26.15 per share. After these transactions, Nowlin directly owned 17,202 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

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^*

Nowlin J Marty

(Last) (First) (Middle)

C/O OPENLANE, INC.

11299 N ILLINOIS STREET, SUITE 500

(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)
	EVP, Human Resources

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		2,829	A	$0(1)	18,006	D
Common Stock	02/24/2026		F(2)		804	D	$26.15	17,202	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			2,829	(4)	(4)	Common Stock	2,829	$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.
* 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.

FAQ

What insider transaction did OPENLANE (OPLN) report for EVP J Marty Nowlin?

OPENLANE reported that EVP of Human Resources J Marty Nowlin had 2,829 restricted stock units vest and convert into common stock. As part of this equity event, some of the resulting shares were withheld to cover associated tax obligations.

How many OPENLANE (OPLN) RSUs vested for EVP J Marty Nowlin and at what conversion rate?

A total of 2,829 restricted stock units vested for EVP J Marty Nowlin, converting into 2,829 shares of common stock. The Form 4 states a 1-for-1 conversion rate from restricted stock units into OPENLANE common shares upon vesting on February 24, 2026.

How many OPENLANE (OPLN) shares were withheld for taxes in this Form 4 filing?

The filing shows that 804 OPENLANE common shares were withheld to satisfy tax withholding requirements. These shares were valued at $26.15 per share, reflecting a tax-withholding disposition rather than an open-market sale by EVP J Marty Nowlin.

What is EVP J Marty Nowlin’s direct OPENLANE (OPLN) share ownership after these transactions?

Following the vesting of restricted stock units and the tax share withholding, EVP J Marty Nowlin directly owns 17,202 OPENLANE common shares. This post-transaction holding reflects equity compensation that settled into stock and the portion retained after tax-related share withholding.

Were the OPENLANE (OPLN) insider transactions open-market buys or sells?

The transactions were not open-market buys or sells. They involved automatic conversion of 2,829 restricted stock units into common stock and a related tax-withholding disposition of 804 shares, which the Form 4 describes as payment of tax liability by delivering securities.