Insider equity move at OPENLANE (OPLN) as EVP RSUs vest and settle

Rhea-AI Filing Summary

OPENLANE, Inc. executive Charles S. Coleman, EVP, CLO & Secretary, converted 7,170 restricted stock units into an equal number of common shares at $0.00 per share on February 21, 2026, bringing his direct common stock holdings to 76,437 shares.

To satisfy tax withholding obligations, 2,103 common shares were withheld at $28.63 per share, leaving Coleman with 74,334 directly owned common shares. A separate restricted stock unit award remains outstanding, with one-third vested on February 21, 2026 and additional thirds scheduled to vest on February 21, 2027 and February 21, 2028, subject to continued employment.

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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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^*

Coleman Charles S.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CLO & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

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		7,170	A	$0(1)	76,437	D
Common Stock	02/21/2026		F(2)		2,103	D	$28.63	74,334	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)	02/21/2026		M			7,170	(4)	(4)	Common Stock	7,170	$0	14,341	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.

4. 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.

Remarks:

	Charles S. Coleman	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 insider equity transactions did OPENLANE (OPLN) report for Charles S. Coleman?

Charles S. Coleman converted 7,170 restricted stock units into common stock and had 2,103 shares withheld for taxes. After these transactions, he directly owned 74,334 OPENLANE common shares, with additional restricted stock units scheduled to vest through 2028.

How many OPENLANE (OPLN) shares did Charles S. Coleman acquire in the latest filing?

Coleman acquired 7,170 OPENLANE common shares through the conversion of restricted stock units at $0.00 per share. This derivative exercise increased his direct common stock holdings to 76,437 shares before tax-related share withholding reduced the balance.

Why were 2,103 OPENLANE (OPLN) shares disposed of in Charles S. Coleman’s Form 4?

The 2,103 OPENLANE shares were withheld by the company at $28.63 per share to satisfy tax withholding requirements. This is a tax-withholding disposition, not an open-market sale, and reduced Coleman’s directly held common stock to 74,334 shares.

What is the vesting schedule for Charles S. Coleman’s remaining OPENLANE (OPLN) restricted stock units?

Coleman’s remaining restricted stock units vest over three years. One-third vested on February 21, 2026, another third is scheduled to vest on February 21, 2027, and the final third on February 21, 2028, assuming his continued employment on each vesting date.

What conversion ratio applies to Charles S. Coleman’s OPENLANE (OPLN) restricted stock units?

Each of Coleman’s restricted stock units is convertible into one share of OPENLANE common stock on a 1-for-1 basis. This ratio applied to the 7,170 units that vested and settled into common shares on February 21, 2026.