[Form 4] OPENLANE, Inc. Insider Trading Activity

Rhea-AI Filing Summary

OPENLANE, Inc. executive Mitchell William Clyde, President of AFC, reported several equity compensation transactions. On February 19, 2026, he received 17,089 restricted stock units (RSUs), each convertible into one share of common stock, subject to time-based vesting through 2029. On February 21 and 22, 2026, a total of 7,054 RSUs vested and converted into common stock, and 2,214 common shares were withheld by the company at $28.63 per share to cover tax obligations. Following these transactions, he directly owned 20,529.615 shares of OPENLANE common stock.

Insider Trade Summary

7,054 shares exercised/converted

Mixed 7 txns

Insider Mitchell William Clyde

Role President of AFC

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,274	$0.00	--
Exercise	Common Stock	2,274	$0.00	--
Tax Withholding	Common Stock	646	$28.63	$18K
Exercise	Restricted Stock Units	4,780	$0.00	--
Exercise	Common Stock	4,780	$0.00	--
Tax Withholding	Common Stock	1,568	$28.63	$45K
Grant/Award	Restricted Stock Units	17,089	$0.00	--

Holdings After Transaction: Restricted Stock Units — 2,274 shares (Direct); Common Stock — 21,175.615 shares (Direct)

Footnotes (1)

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. Includes shares acquired pursuant to the Company's Employee Stock Purchase Plan. Shares withheld by the Company to satisfy tax withholding requirements. 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 22, 2026. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. 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. 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. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-half of these restricted stock units vested on February 22, 2026 and the final one-half of these restricted stock units vest on February 22, 2027, assuming continued employment through the applicable vesting date.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Mitchell William Clyde

(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)
	President of AFC

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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		4,780	A	$0(1)	20,469.615(2)	D
Common Stock	02/21/2026		F(3)		1,568	D	$28.63	18,901.615	D
Common Stock	02/22/2026		M		2,274	A	$0(4)	21,175.615	D
Common Stock	02/22/2026		F(3)		646	D	$28.63	20,529.615	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	(5)	02/19/2026		A		17,089		(6)	(6)	Common Stock	17,089	$0	17,089	D
Restricted Stock Units	(5)	02/21/2026		M			4,780	(7)	(7)	Common Stock	4,780	$0	9,561	D
Restricted Stock Units	(5)	02/22/2026		M			2,274	(8)	(8)	Common Stock	2,274	$0	2,274	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. 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. The restricted stock units vested in common stock on February 22, 2026.

5. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

6. 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.

7. 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.

8. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-half of these restricted stock units vested on February 22, 2026 and the final one-half of these restricted stock units vest on February 22, 2027, assuming continued employment through the applicable vesting date.

Remarks:

	Kristen Trout, as Attorney-In-Fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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