STOCK TITAN

OPENLANE (NYSE: OPLN) EVP granted RSUs and covers tax with shares

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

Rhea-AI Filing Summary

OPENLANE, Inc. executive vice president of human resources J. Marty Nowlin reported multiple equity transactions. On February 19, 2026, he received a grant of 5,725 restricted stock units (RSUs), each convertible into one share of common stock, scheduled to vest in three annual installments from February 19, 2027 through February 19, 2029, subject to continued employment.

On February 21, 2026 and February 22, 2026, RSUs previously granted vested and were converted into 3,187 and 2,729 shares of common stock, respectively, at a conversion price of $0.0000 per share. To cover tax withholding, 1,075 shares and 828 shares of common stock were withheld at $28.63 per share. Following these transactions, Nowlin directly owned 15,177 shares of OPENLANE common stock.

Positive

  • None.

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Insider Nowlin J Marty
Role EVP, Human Resources
Type Security Shares Price Value
Exercise Restricted Stock Units 2,729 $0.00 --
Exercise Common Stock 2,729 $0.00 --
Tax Withholding Common Stock 828 $28.63 $24K
Exercise Restricted Stock Units 3,187 $0.00 --
Exercise Common Stock 3,187 $0.00 --
Tax Withholding Common Stock 1,075 $28.63 $31K
Grant/Award Restricted Stock Units 5,725 $0.00 --
Holdings After Transaction: Restricted Stock Units — 2,729 shares (Direct); Common Stock — 16,005 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. 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.
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
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*
Nowlin J Marty

(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)
EVP, Human Resources
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 3,187 A $0(1) 14,351 D
Common Stock 02/21/2026 F(2) 1,075 D $28.63 13,276 D
Common Stock 02/22/2026 M 2,729 A $0(3) 16,005 D
Common Stock 02/22/2026 F(2) 828 D $28.63 15,177 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 5,725 (5) (5) Common Stock 5,725 $0 5,725 D
Restricted Stock Units (4) 02/21/2026 M 3,187 (6) (6) Common Stock 3,187 $0 6,374 D
Restricted Stock Units (4) 02/22/2026 M 2,729 (7) (7) Common Stock 2,729 $0 2,729 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. Shares withheld by the Company to satisfy tax withholding requirements.
3. 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.
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.
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 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.
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-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.
* 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.

FAQ

What equity award did OPENLANE (OPLN) grant to EVP J. Marty Nowlin?

OPENLANE granted J. Marty Nowlin 5,725 restricted stock units on February 19, 2026. Each RSU converts into one share of common stock and vests in three equal annual installments from 2027 through 2029, contingent on Nowlin’s continued employment with the company.

How and when did J. Marty Nowlin’s RSUs at OPENLANE (OPLN) vest?

Previously granted RSUs vested and converted into common stock on February 21, 2026 and February 22, 2026. Those vestings produced 3,187 and 2,729 shares, respectively, reflecting scheduled time-based vesting of earlier awards under OPENLANE’s long-term incentive program.

Why did OPENLANE (OPLN) withhold some of J. Marty Nowlin’s shares?

OPENLANE withheld 1,075 and 828 shares of common stock to satisfy tax withholding requirements. These tax-withholding dispositions occurred at a price of $28.63 per share, aligning with standard practice when vested equity is settled in shares rather than cash.

What is J. Marty Nowlin’s OPENLANE (OPLN) common stock holding after these transactions?

After the reported Form 4 transactions, J. Marty Nowlin directly owned 15,177 shares of OPENLANE common stock. This figure reflects RSU conversions into shares net of shares withheld to cover tax obligations associated with the vesting events in February 2026.

How do J. Marty Nowlin’s new RSUs at OPENLANE (OPLN) vest over time?

The 5,725 new RSUs granted on February 19, 2026 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, assuming continuous employment through each vesting date.