OPENLANE (OPLN) CEO equity awards and tax share withholding

Rhea-AI Filing Summary

OPENLANE, Inc. Chief Executive Officer Peter J. Kelly reported equity compensation and related tax withholding transactions. He acquired 274,717 shares of common stock on February 18, 2026 upon vesting of performance-based restricted stock units that measured results from January 1, 2023 through December 31, 2025. The award was tied 75% to cumulative adjusted EBITDA and 25% to total shareholder return versus the S&P SmallCap 600 Index, with performance certified by the Compensation Committee on February 18, 2026. On the same date, 116,710 shares at $29.10 per share were disposed of through share withholding to cover tax obligations. Separately, on February 19, 2026, he received a grant of 141,166 restricted stock units, which each convert into one share and are scheduled to vest in three equal installments in 2027, 2028, and 2029, subject to continued employment. After these transactions, he directly owned 629,552 shares of common stock and 141,166 unvested restricted stock units.

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^*

Kelly Peter J

(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)

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

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		274,717(1)	A	$0(2)	746,262	D
Common Stock	02/18/2026		F(3)		116,710	D	$29.1	629,552	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		141,166		(5)	(5)	Common Stock	141,166	$0	141,166	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 insider transactions did OPENLANE (OPLN) disclose for its CEO?

OPENLANE reported equity awards and tax-related share withholding for its CEO. Peter J. Kelly acquired performance-based common shares, had some shares withheld to satisfy taxes, and received a new time-vested restricted stock unit grant, all as part of his compensation program.

How many OPENLANE (OPLN) shares did the CEO acquire and dispose in this Form 4?

The CEO acquired 274,717 common shares and had 116,710 shares withheld. The acquisition came from vested performance-based restricted stock units, while the disposition represents shares surrendered to cover tax withholding obligations rather than an open-market sale.

What performance period and metrics governed the OPENLANE (OPLN) performance-based stock units?

The performance units covered results from January 1, 2023 through December 31, 2025. Vesting depended 75% on cumulative adjusted EBITDA and 25% on total shareholder return versus S&P SmallCap 600 Index companies, with achievement certified on February 18, 2026.

What new restricted stock units did the OPENLANE (OPLN) CEO receive?

The CEO received 141,166 restricted stock units on February 19, 2026. Each unit converts into one share of common stock and is scheduled to vest in three equal annual installments in 2027, 2028, and 2029, contingent on continued employment.

How many OPENLANE (OPLN) shares does the CEO hold after these transactions?

After the reported transactions, the CEO directly holds 629,552 common shares. He also holds 141,166 unvested restricted stock units that are scheduled to vest over three years, subject to time-based service conditions at OPENLANE.

Was the OPENLANE (OPLN) CEO’s share disposition an open-market sale?

No, the disposition reflects tax-withholding share surrender. A total of 116,710 shares at $29.10 per share were withheld by the company to satisfy tax obligations related to the vesting of performance-based restricted stock units, rather than being sold on the market.