Executive at OPENLANE (OPLN) reports RSU vesting, tax withholding and new grant

Rhea-AI Filing Summary

OPENLANE, Inc. executive Tobin P. Richer, EVP Marketing & Communications, reported equity compensation activity and related tax withholding. On February 18, 2026, performance-based restricted stock units vested into 6,787 shares of common stock, while 2,203 shares of common stock were withheld at $29.10 per share to cover taxes. The performance award was based on a mix of cumulative adjusted EBITDA and relative total shareholder return over a three-year period ending December 31, 2025. On February 19, 2026, Richer also received a new grant of 9,399 restricted stock units, which are scheduled to vest in three equal installments on February 19 of 2027, 2028, and 2029, subject to continued employment.

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)
02/18/2026

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	02/18/2026		A		6,787(1)	A	$0(2)	28,648	D
Common Stock	02/18/2026		F(3)		2,203	D	$29.1	26,445	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	(4)	02/19/2026		A		9,399		(5)	(5)	Common Stock	9,399	$0	9,399	D

Explanation of Responses:

1. The number of performance-based restricted stock units that vested was determined based on a combination of the Company's cumulative adjusted EBITDA performance (75% weighting) and the Company's total shareholder return relative to that of companies within the S&P SmallCap 600 Index (25% weighting) over a three-year period from January 1, 2023 through December 31, 2025. The Compensation Committee certified performance achievement effective February 18, 2026.

2. Each performance-based restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The performance-based restricted stock units vested into common stock on February 18, 2026.

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 vest on February 19, 2027, one-third of these restricted stock units vest on February 19, 2028 and the remaining one-third of these restricted stock units vest on February 19, 2029, assuming continued employment through the applicable vesting date.

Remarks:

	Kristen Trout, as Attorney-In-Fact	02/20/2026
	** 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).
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FAQ

What insider transactions did OPLN executive Tobin P. Richer report?

Tobin P. Richer reported vesting of performance-based restricted stock units into 6,787 common shares and a tax withholding disposition of 2,203 shares. He also received a new grant of 9,399 restricted stock units that will vest over three years, subject to continued employment.

How were the OPENLANE (OPLN) performance-based RSUs for Tobin Richer determined?

The vested performance-based restricted stock units were determined using a three-year performance period from January 1, 2023 to December 31, 2025. They were based 75% on cumulative adjusted EBITDA and 25% on relative total shareholder return versus the S&P SmallCap 600 Index.

What was the purpose of the 2,203 OPLN shares disposed of in Richer’s Form 4?

The 2,203 common shares were withheld by the company at $29.10 per share to satisfy tax withholding obligations. This tax-withholding disposition is coded “F” and represents shares delivered to cover taxes, not an open-market sale by the executive.

What are the vesting terms of Tobin Richer’s new 9,399 OPLN restricted stock units?

The 9,399 restricted stock units granted on February 19, 2026 vest in three equal installments. One-third vests on February 19, 2027, one-third on February 19, 2028, and the final third on February 19, 2029, assuming continued employment through each vesting date.

How do Tobin Richer’s RSUs convert into OPENLANE (OPLN) common stock?

Both the performance-based restricted stock units and the time-based restricted stock units are convertible into common stock on a 1-for-1 basis. As they vest, each unit settles into one share of OPENLANE, Inc. common stock, either immediately or on the scheduled vesting dates.