OPENLANE (OPLN) grants RSUs to EVP James Coyle; stock withheld for taxes

Rhea-AI Filing Summary

OPENLANE, Inc. executive James P. Coyle, EVP & President, Marketplace, reported equity compensation awards and related tax withholding. He received 51,265 restricted stock units on February 19, 2026, each convertible into one share of common stock and subject to time-based vesting through 2029.

On February 18, 2026, performance-based restricted stock units vested into 34,606 shares of common stock, based on cumulative adjusted EBITDA and relative total shareholder return performance from January 1, 2023 through December 31, 2025, as certified by the Compensation Committee. To cover tax obligations, 10,236 shares of common stock were withheld at a price of $29.10 per share.

Following these transactions, Coyle directly owned 63,869 shares of common stock and 51,265 restricted stock units, reflecting a mix of newly granted awards, performance-based vesting, and shares withheld to satisfy tax requirements.

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^*

Coyle James P

(Last) (First) (Middle)

C/O: OPENLANE, INC.

11299 NORTH 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 & President, Marketplace

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		34,606(1)	A	$0(2)	74,105	D
Common Stock	02/18/2026		F(3)		10,236	D	$29.1	63,869	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		51,265		(5)	(5)	Common Stock	51,265	$0	51,265	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:

	Charles S. Coleman 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).
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FAQ

What executive insider activity did OPENLANE (OPLN) report for James P. Coyle?

OPENLANE reported that executive James P. Coyle received new restricted stock units and shares from performance-based vesting, with some shares withheld for taxes. These equity awards reflect compensation rather than open-market buying or selling of the company’s stock.

How many restricted stock units did James P. Coyle receive from OPENLANE (OPLN)?

James P. Coyle received 51,265 restricted stock units from OPENLANE. Each unit converts into one share of common stock and is scheduled to vest in three equal installments in 2027, 2028, and 2029, assuming he remains employed through each vesting date.

What performance metrics triggered OPENLANE (OPLN) stock vesting for James P. Coyle?

Vestings were based on cumulative adjusted EBITDA and total shareholder return versus the S&P SmallCap 600 Index from January 1, 2023 to December 31, 2025. The Compensation Committee certified performance achievement effective February 18, 2026, leading to conversion of performance-based units into common stock.

How many OPENLANE (OPLN) shares vested and how many were withheld for taxes?

Performance-based units vested into 34,606 shares of OPENLANE common stock for James P. Coyle. Of these, 10,236 shares were withheld by the company at $29.10 per share to satisfy tax withholding obligations, a common non-cash method for handling equity award taxes.

What are James P. Coyle’s OPENLANE (OPLN) holdings after these Form 4 transactions?

After the reported transactions, James P. Coyle directly held 63,869 shares of OPENLANE common stock and 51,265 restricted stock units. The restricted stock units will settle into common shares over time as their scheduled vesting dates are reached, subject to continued employment.

When will the new OPENLANE (OPLN) restricted stock units granted to Coyle vest?

The 51,265 restricted stock units granted to James P. Coyle vest in three equal tranches. One-third vests on February 19, 2027, another third on February 19, 2028, and the final third on February 19, 2029, contingent on his continued employment with the company.