STOCK TITAN

OPENLANE (OPLN) CAO converts RSUs to stock and withholds shares for tax obligations

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OPENLANE, Inc. Chief Accounting Officer Dwayne P. Price reported equity compensation activity on August 9, 2026. He exercised 441 restricted stock units into an equal number of common shares, then 126 shares were withheld at $36.98 per share to satisfy tax withholding requirements. After the transaction, 442 restricted stock units remain subject to time-based vesting through August 9, 2027.

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Insider Price Dwayne P
Role Chief Accounting Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F4, F5 441 $0.00 $0.00
Exercise Common Stock F1, F2 441 $0.00 $0.00
Tax Withholding Common Stock F3 126 $36.98 $5K
Holdings After Transaction: Restricted Stock Units — 442 shares (Direct); Common Stock — 16,173 shares (Direct)
Footnotes (5)
  1. F1. 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 August 9, 2026.
  2. F2. Includes shares acquired pursuant to the Company's Employee Stock Purchase Plan.
  3. F3. Shares withheld by the Company to satisfy tax withholding requirements.
  4. F4. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
  5. F5. 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 August 9, 2025, one-third of these restricted stock units vested on August 9, 2026 and the remaining one-third of these restricted stock units vest on August 9, 2027, assuming continued employment through the applicable vesting date.
RSUs converted 441 shares Restricted stock units converted into common stock on August 9, 2026
Shares withheld for taxes 126 shares Common shares withheld to satisfy tax withholding requirements
Tax withholding price $36.98 per share Price used for shares withheld to cover tax liability
RSUs remaining 442 units Restricted stock units remaining subject to time-based vesting
Final vesting date August 9, 2027 Scheduled vesting date for the remaining third of RSUs
Restricted Stock Units financial
"Each restricted stock unit is convertible into a share of common stock"
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.
time-vesting requirement financial
"These restricted stock units remain subject to a time-vesting requirement"
Employee Stock Purchase Plan financial
"Includes shares acquired pursuant to the Company's Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
tax withholding requirements financial
"Shares withheld by the Company to satisfy tax withholding requirements"

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FAQ

What equity transactions did OPENLANE (OPLN) CAO Dwayne P. Price report?

Dwayne P. Price reported the conversion of 441 restricted stock units into common stock and the withholding of 126 shares at $36.98 per share to cover tax obligations, leaving 442 restricted stock units unvested.

How many OPENLANE (OPLN) restricted stock units did the CAO vest and convert?

He vested and converted 441 restricted stock units into an equal number of OPENLANE common shares on August 9, 2026. Each unit converts on a 1-for-1 basis into common stock under the company’s equity compensation terms.

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

The company withheld 126 shares of OPENLANE common stock at $36.98 per share. According to the disclosure, these shares were retained by the company specifically to satisfy tax withholding requirements related to the vesting event.

What OPENLANE (OPLN) restricted stock units remain unvested for the CAO?

After this vesting event, 442 restricted stock units remain outstanding for the CAO. These units are subject to a time-vesting requirement and are scheduled to vest in tranches through August 9, 2027, assuming continued employment.

What is the vesting schedule of the OPENLANE (OPLN) CAO’s restricted stock units?

The remaining restricted stock units vest in three equal tranches: one-third vested on August 9, 2025, one-third on August 9, 2026, and the final third is scheduled to vest on August 9, 2027, subject to continued employment.

Were any OPENLANE (OPLN) shares in this Form 4 acquired through an employee plan?

Yes. The filing notes that the CAO’s reported holdings include shares acquired under the company’s Employee Stock Purchase Plan. This indicates part of his common stock position comes from ongoing employee share purchase participation.
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*
Price Dwayne P

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2026
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 Stock08/09/2026M441A$0(1)16,299(2)D
Common Stock08/09/2026F(3)126D$36.9816,173D
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(4)08/09/2026M441 (5) (5)Common Stock441$0442D
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 August 9, 2026.
2. Includes shares acquired pursuant to the Company's Employee Stock Purchase Plan.
3. Shares withheld by the Company to satisfy tax withholding requirements.
4. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
5. 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 August 9, 2025, one-third of these restricted stock units vested on August 9, 2026 and the remaining one-third of these restricted stock units vest on August 9, 2027, assuming continued employment through the applicable vesting date.
Remarks:
Kristen Trout, as Attorney-In-Fact08/10/2026
** 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)