OPENLANE (KAR) EVP logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

OPENLANE, Inc. executive Tobin P. Richer reported routine equity award activity involving restricted stock units and common shares. On February 21, 2026, 3,187 restricted stock units converted into 3,187 shares of common stock on a 1-for-1 basis as they vested.

To cover tax withholding, 935 common shares were withheld by the company at a price of $28.63 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, Richer directly held 28,697 shares of common stock and 6,374 restricted stock units that remain subject to time-based vesting through 2028.

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

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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^*

Richer Tobin P

(Last) (First) (Middle)

C/O OPENLANE, INC.

11299 N ILLINOIS STREET

(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 Marketing & Communications

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/21/2026		M		3,187	A	$0(1)	29,632	D
Common Stock	02/21/2026		F(2)		935	D	$28.63	28,697	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)	02/21/2026		M			3,187	(4)	(4)	Common Stock	3,187	$0	6,374	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:

	Kristen Trout, as Attorney-In-Fact	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did OPENLANE (KAR) report for Tobin P. Richer?

OPENLANE reported that EVP Marketing & Communications Tobin P. Richer had 3,187 restricted stock units vest into 3,187 common shares. In connection with this vesting, shares were also withheld to satisfy tax obligations, reflecting routine equity compensation activity.

How many OPENLANE shares did Tobin P. Richer acquire in this Form 4?

Tobin P. Richer acquired 3,187 shares of OPENLANE common stock through the conversion of an equal number of restricted stock units. Each restricted stock unit converted on a 1-for-1 basis as they vested on February 21, 2026, under his equity compensation arrangement.

Why were some OPENLANE shares disposed of in Tobin P. Richer’s Form 4?

The filing shows a disposition of 935 shares of OPENLANE common stock solely to satisfy tax withholding requirements. These shares were withheld by the company at $28.63 per share, indicating a tax-withholding transaction instead of an open-market sale for investment purposes.

How many OPENLANE shares does Tobin P. Richer hold after these transactions?

After the reported transactions, Tobin P. Richer directly holds 28,697 shares of OPENLANE common stock. He also holds 6,374 restricted stock units that remain subject to future time-based vesting conditions, extending through scheduled vesting dates in 2027 and 2028.

What are the vesting terms of Tobin P. Richer’s remaining OPENLANE restricted stock units?

The remaining restricted stock units vest over three years, with one-third having vested on February 21, 2026. Another third is scheduled to vest on February 21, 2027, and the final third on February 21, 2028, assuming continued employment through each applicable vesting date.

Does this OPENLANE Form 4 indicate any open-market stock sales by Tobin P. Richer?

The Form 4 does not indicate any open-market stock sales by Tobin P. Richer. The only reported disposition is a tax-withholding transaction, where 935 shares were withheld by the company to cover tax liabilities related to the vesting of restricted stock units.