OPENLANE director granted 6,031 phantom stock units

Altschuler Randolph reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

Altschuler Randolph reported acquisition or exercise transactions in this Form 4 filing.

OPENLANE, Inc. director Randolph Altschuler reported a compensation-related award of phantom stock, not an open-market trade. He was granted 6,031 phantom stock units, each tied to the value of one share of common stock at a reference price of $36.48 per unit.

The phantom stock represents deferred director fees under the KAR Auction Services, Inc. Directors Deferred Compensation Plan. These units vest on June 5, 2027 and are subject to forfeiture until vesting. After this grant, Altschuler’s deferred balance totals 22,953 phantom stock units, all convertible into common stock on a one-for-one basis at future dates he previously specified.

Insider Trade Summary

Grant/Award: 6,031 shares

Grant/Award 1 txn

Insider Altschuler Randolph

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	6,031	$36.48	$220K

Holdings After Transaction: Phantom Stock — 22,953 contracts (Direct)

Footnotes (3)

F1. The phantom stock will convert into shares of common stock on a one-for-one basis.
F2. Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. The shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested.
F3. The reporting person will receive shares of common stock, on a one-for-one basis, at a future date(s) specified by him subject to the terms and conditions of the KAR Auction Services, Inc. Directors Deferred Compensation Plan.

Key Figures

Phantom stock grant: 6,031 units Reference price per unit: $36.48 per unit Total phantom units after grant: 22,953 units +2 more

5 metrics

Phantom stock grant 6,031 units Grant of phantom stock units on June 5, 2026

Reference price per unit $36.48 per unit Price reference for phantom stock grant

Total phantom units after grant 22,953 units Director’s phantom stock balance following transaction

Vesting date June 5, 2027 Newly granted phantom stock units vesting date

Conversion ratio 1-for-1 Each phantom unit converts into one common share

Key Terms

Phantom Stock, Directors Deferred Compensation Plan, vest, forfeiture, +1 more

5 terms

Phantom Stock financial

"The phantom stock will convert into shares of common stock on a one-for-one basis."

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Directors Deferred Compensation Plan financial

"Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan."

A directors deferred compensation plan lets a board member postpone receiving part or all of their cash fees or stock-based pay until a future date, often retirement, allowing taxes to be delayed and payouts to be structured over time. Investors care because these plans change a company’s future cash obligations and reveal how the board’s pay is aligned with long-term performance—like choosing to take a paycheck later to tie personal reward to the company’s future results.

vest financial

"The shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

forfeiture financial

"The shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested."

one-for-one basis financial

"The phantom stock will convert into shares of common stock on a one-for-one basis."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did OPENLANE (OPLN) director Randolph Altschuler report?

Randolph Altschuler reported receiving 6,031 phantom stock units as a grant. These units are compensation for director service, linked to common stock value, and not an open-market share purchase or sale, so they primarily reflect deferred pay rather than a trading decision.

How many phantom stock units does the OPENLANE (OPLN) director hold after this Form 4?

Following this grant, the director holds 22,953 phantom stock units in total. Each unit is designed to convert into one share of common stock at future dates under the Directors Deferred Compensation Plan, representing accumulated deferred board fees over time.

When do the newly granted OPENLANE (OPLN) phantom stock units vest?

The 6,031 newly granted phantom stock units vest on June 5, 2027. Until that date they are subject to forfeiture, meaning the director must satisfy the plan’s service and other conditions before they convert into a non-forfeitable right to common shares.

What does 1-for-1 conversion of phantom stock mean for OPENLANE (OPLN) investors?

A 1-for-1 conversion means each phantom unit corresponds to one share of common stock. When the director elects distribution under the plan, the 22,953 phantom units can be settled in an equal number of common shares, aligning deferred compensation with shareholder value.

Is this OPENLANE (OPLN) Form 4 a buy or sell signal from the director?

This Form 4 reflects a grant of phantom stock as deferred director fees, not a market trade. The transaction is coded as an acquisition of derivative securities for compensation, so it is better viewed as routine pay rather than a discretionary buy or sell decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/08/2026 - 04:05 PM

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^*

Altschuler Randolph

(Last)

(First)

(Middle)

C/O OPENLANE, INC.

11299 N 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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	06/05/2026		A		6,031		⁽²⁾⁽³⁾	⁽³⁾	Common Stock	6,031	$36.48	22,953	D

Explanation of Responses:

1. The phantom stock will convert into shares of common stock on a one-for-one basis.

2. Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. The shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested.

3. The reporting person will receive shares of common stock, on a one-for-one basis, at a future date(s) specified by him subject to the terms and conditions of the KAR Auction Services, Inc. Directors Deferred Compensation Plan.

Remarks:

	Kristen Trout, as Attorney-In-Fact	06/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR