OPENLANE CAO reports RSU grant and vesting

OPENLANE, Inc. Chief Accounting Officer Dwayne P. Price reported multiple equity compensation transactions.

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Rhea-AI Filing Summary

OPENLANE, Inc. Chief Accounting Officer Dwayne P. Price reported multiple equity compensation transactions. On February 19, 2026, he received a grant of 4,102 restricted stock units (RSUs), which are scheduled to vest in three equal installments on February 19, 2027, 2028, and 2029, assuming continued employment.

On February 21 and 22, 2026, previously awarded RSUs vested and were converted 1-for-1 into common stock, delivering 1,912 and 1,705 shares, respectively. To satisfy tax withholding, the company withheld 645 and 575 common shares at $28.63 per share. After these transactions, Price directly held 14,855.628 common shares and 4,102 RSUs.

Insider Trade Summary

3,617 shares exercised/converted

Exercise 7 txns

Insider Price Dwayne P

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,705	$0.00	$0.00
Exercise	Common Stock	1,705	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	575	$28.63	$16K
Exercise	Restricted Stock Units	1,912	$0.00	$0.00
Exercise	Common Stock	1,912	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	645	$28.63	$18K
Grant/Award	Restricted Stock Units	4,102	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 9,633 contracts (Direct); Common Stock — 14,855.628 shares (Direct)

Footnotes (8)

F1. 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.
F2. Includes shares acquired pursuant to the Company's Employee Stock Purchase Plan.
F3. Shares withheld by the Company to satisfy tax withholding requirements.
F4. 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.
F5. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
F6. 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.
F7. 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.
F8. 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.

FAQ

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What insider transactions did OPENLANE (OPLN) report for Dwayne P. Price?

OPENLANE’s Chief Accounting Officer, Dwayne P. Price, reported RSU grants, vesting, and related tax-withholding share dispositions. He received 4,102 new RSUs and had 3,617 RSUs vest into common stock, with a portion of shares withheld to cover tax obligations.

How many restricted stock units did the OPENLANE CAO receive in the latest Form 4?

Dwayne P. Price received a grant of 4,102 restricted stock units. These RSUs vest in three equal installments on February 19, 2027, 2028, and 2029, assuming he remains employed through each vesting date, and are convertible into common stock on a 1-for-1 basis.

What RSU vesting activity did OPENLANE (OPLN) disclose for February 2026?

Previously granted RSUs vested for Dwayne P. Price on February 21 and February 22, 2026. Those vestings converted 1,912 and 1,705 RSUs into common stock on a 1-for-1 basis, increasing his direct common stock holdings before tax-withholding share dispositions.

Why were some OPENLANE shares disposed of at $28.63 in the Form 4?

Common shares were withheld by the company at $28.63 per share to satisfy tax withholding requirements. Specifically, 645 shares on February 21, 2026, and 575 shares on February 22, 2026, were surrendered for this purpose, rather than sold in an open-market transaction.

How many OPENLANE common shares does the CAO hold after these transactions?

After the reported February 2026 transactions, Dwayne P. Price directly holds 14,855.628 shares of OPENLANE common stock. This figure reflects RSU conversions into shares as well as shares withheld by the company to cover applicable tax obligations tied to those vesting events.

What is the vesting schedule for the new OPENLANE RSU grant to the CAO?

The 4,102 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, contingent on Dwayne P. Price’s continued employment.

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Accepted by SEC EDGAR 02/23/2026 - 05:48 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^*

Price Dwayne P

(Last)

(First)

(Middle)

C/O OPENLANE, INC.

11299 NORTH ILLINOIS STREET

(Street)

CARMEL

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)
	Chief Accounting Officer

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)
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)
Common Stock	02/21/2026		M		1,912	A	$0⁽¹⁾	14,370.628⁽²⁾	D
Common Stock	02/21/2026		F⁽³⁾		645	D	$28.63	13,725.628	D
Common Stock	02/22/2026		M		1,705	A	$0⁽⁴⁾	15,430.628	D
Common Stock	02/22/2026		F⁽³⁾		575	D	$28.63	14,855.628	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)
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)
Restricted Stock Units	⁽⁵⁾	02/19/2026		A		4,102		⁽⁶⁾	⁽⁶⁾	Common Stock	4,102	$0	4,102	D
Restricted Stock Units	⁽⁵⁾	02/21/2026		M			1,912	⁽⁷⁾	⁽⁷⁾	Common Stock	1,912	$0	3,825	D
Restricted Stock Units	⁽⁵⁾	02/22/2026		M			1,705	⁽⁸⁾	⁽⁸⁾	Common Stock	1,705	$0	1,706	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. Includes shares acquired pursuant to the Company's Employee Stock Purchase Plan.

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. The restricted stock units vested in common stock on February 22, 2026.

5. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

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 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.

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-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.

8. 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.

Source: View Original Filing on SEC EDGAR