STOCK TITAN

Director at OPENLANE (OPLN) receives 6,031 phantom stock units as fees

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

Rhea-AI Filing Summary

TUMINELLI KELLY L reported acquisition or exercise transactions in this Form 4 filing.

OPENLANE, Inc. director Kelly L. Tuminelli received a grant of 6,031 phantom stock units as deferred director fees. Each unit is tied to one share of common stock. The 6,031 new units vest on June 5, 2027 and are subject to forfeiture until vested, while earlier phantom stock awards are already vested. This is a compensation-related award, not an open-market stock purchase or sale.

Positive

  • None.

Negative

  • None.
Insider TUMINELLI KELLY L
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock 6,031 $36.48 $220K
Holdings After Transaction: Phantom Stock — 6,031 shares (Direct, null)
Footnotes (1)
  1. The phantom stock will convert into shares of common stock on a one-for-one basis. 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. 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.
Phantom stock units granted 6,031 units Grant of phantom stock on June 5, 2026
Underlying common stock 6,031 shares One-for-one conversion from phantom stock
Reference price per unit $36.48 per unit Transaction price per phantom stock unit
Vesting date for new units June 5, 2027 6,031 phantom stock units vest on this date
Post-transaction phantom holdings 6,031 units Total phantom stock units reported following grant
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.
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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*
TUMINELLI KELLY L

(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. [ OPLN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% 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)
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
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
Phantom Stock(1)06/05/2026A6,031 (2)(3) (3)Common Stock6,031$36.486,031D
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:
Kristen Trout, as Attorney-In-Fact06/08/2026
** 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)

FAQ

What insider transaction did OPENLANE (OPLN) report for Kelly L. Tuminelli?

OPENLANE reported that director Kelly L. Tuminelli received 6,031 phantom stock units as a compensation grant. These units represent deferred director fees and are linked one-for-one to OPENLANE common shares under the company’s Directors Deferred Compensation Plan.

Is the OPENLANE (OPLN) Form 4 transaction a stock purchase or sale?

The Form 4 does not show a market purchase or sale. It reports a grant of 6,031 phantom stock units as deferred director fees, a form of non-cash compensation rather than an open-market trade in OPENLANE common stock.

When do Kelly Tuminelli’s 6,031 phantom stock units at OPENLANE (OPLN) vest?

The 6,031 newly granted phantom stock units vest on June 5, 2027. Until that vesting date, these units remain subject to forfeiture under the terms of the OPENLANE Directors Deferred Compensation Plan.

How will the OPENLANE (OPLN) phantom stock units convert into common shares?

Each phantom stock unit is designed to convert into one share of OPENLANE common stock. Conversion occurs at future dates specified by the director, subject to the terms and conditions of the Directors Deferred Compensation Plan.

What is the role of the Directors Deferred Compensation Plan at OPENLANE (OPLN)?

The Directors Deferred Compensation Plan allows OPENLANE directors to defer fees into phantom stock units. Those units track the value of common shares and later settle in actual common stock on a one-for-one basis, following plan rules and vesting conditions.