OPENLANE (OPLN) executive converts RSUs and withholds shares for tax

Rhea-AI Filing Summary

OPENLANE, Inc. President of AFC Mitchell William Clyde reported equity transactions involving restricted stock units and common stock. On February 24, 2026, he exercised 2,358 restricted stock units, which converted into 2,358 shares of common stock on a 1-for-1 basis at a stated price of $0.00 per share. To cover tax withholding requirements, 670 common shares were withheld by the company at $26.15 per share. After these transactions, he directly owned 22,217.615 shares of OPENLANE common stock.

Insider Trade Summary

2,358 shares exercised/converted

Mixed 3 txns

Insider Mitchell William Clyde

Role President of AFC

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,358	$0.00	--
Exercise	Common Stock	2,358	$0.00	--
Tax Withholding	Common Stock	670	$26.15	$18K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 22,887.615 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 24, 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. These restricted stock units were subject to a time-vesting requirement and vested and settled in common stock on February 24, 2026.

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)
02/24/2026

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	02/24/2026		M		2,358	A	$0(1)	22,887.615	D
Common Stock	02/24/2026		F(2)		670	D	$26.15	22,217.615	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	(3)	02/24/2026		M			2,358	(4)	(4)	Common Stock	2,358	$0	0	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 24, 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.

4. These restricted stock units were subject to a time-vesting requirement and vested and settled in common stock on February 24, 2026.

Remarks:

	Kristen Trout, as Attorney-In-Fact	02/25/2026
	** 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 insider transactions did OPENLANE (OPLN) report for Mitchell William Clyde?

Mitchell William Clyde reported exercising 2,358 restricted stock units into common shares and a related tax-withholding share disposition. These transactions reflect equity compensation vesting rather than open-market buying or selling activity in OPENLANE stock.

How many OPENLANE (OPLN) shares did Mitchell William Clyde acquire through RSU conversion?

He acquired 2,358 OPENLANE common shares through the exercise and conversion of restricted stock units on a 1-for-1 basis. These units vested and settled in common stock on February 24, 2026 as part of his equity compensation.

Why were 670 OPENLANE (OPLN) shares disposed of in this Form 4 filing?

The 670 OPENLANE shares were withheld by the company to satisfy tax withholding obligations tied to the RSU vesting. This disposition is classified under code F and does not represent an open-market sale by the executive.

What is Mitchell William Clyde’s OPENLANE (OPLN) share ownership after these transactions?

After the RSU conversion and tax-withholding share disposition, Mitchell William Clyde directly owned 22,217.615 shares of OPENLANE common stock. This balance reflects his updated direct equity position following the February 24, 2026 transactions.

What does transaction code M mean in the OPENLANE (OPLN) Form 4 filing?

Transaction code M in this OPENLANE filing indicates an exercise or conversion of a derivative security. Here, it represents restricted stock units converting into common stock on a 1-for-1 basis when the RSUs vested on February 24, 2026.

How were the restricted stock units structured for OPENLANE (OPLN) executive Mitchell William Clyde?

Each restricted stock unit was convertible into one share of OPENLANE common stock. These time-vested units vested and settled in common stock on February 24, 2026, creating 2,358 new shares before tax-related share withholding.