OPENLANE director granted 6,031 phantom stock units

OPENLANE, Inc. director Michael T. Kestner received a grant of 6,031 units of phantom stock on June 5, 2026.

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Rhea-AI Filing Summary

OPENLANE, Inc. director Michael T. Kestner received a grant of 6,031 units of phantom stock on June 5, 2026. These phantom stock units are credited as deferred director fees under the KAR Auction Services, Inc. Directors Deferred Compensation Plan and will convert into common stock on a one-for-one basis.

The 6,031 phantom stock units vest on June 5, 2027 and are subject to forfeiture until vested. After this grant, Kestner holds a total of 89,593 phantom stock units directly. The filing describes a compensation-related award, not an open-market share purchase or sale.

Insider Trade Summary

Grant/Award: 6,031 shares

Grant/Award 1 txn

Insider Kestner Michael T.

Role Director

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

Holdings After Transaction: Phantom Stock — 89,593 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. 6,031 shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested. All other shares of phantom stock are 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 units granted: 6,031 units Grant reference price: $36.48 per unit Total phantom stock after grant: 89,593 units +2 more

5 metrics

Phantom stock units granted 6,031 units Grant on June 5, 2026 to director Michael T. Kestner

Grant reference price $36.48 per unit Price per phantom stock unit for this award

Total phantom stock after grant 89,593 units Direct holdings following the reported transaction

Vesting date for new units June 5, 2027 6,031 phantom stock units subject to forfeiture until vested

Conversion ratio 1:1 into common stock Phantom stock converts into OPENLANE common shares

Key Terms

Phantom Stock, Directors Deferred Compensation Plan, vest, forfeiture

4 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

"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

"6,031 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

"6,031 shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested."

FAQ

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

What insider transaction did OPENLANE (OPLN) report for Michael T. Kestner?

OPENLANE reported that director Michael T. Kestner received a grant of 6,031 phantom stock units on June 5, 2026. The award represents deferred director fees that will convert one-for-one into common shares under the company’s Directors Deferred Compensation Plan.

Is the OPENLANE (OPLN) Form 4 a stock purchase or sale?

The Form 4 does not show an open-market purchase or sale. It reports an acquisition of 6,031 phantom stock units as a compensation-related grant, classified as a derivative award rather than a discretionary buy or sell transaction in the market.

How many phantom stock units does Michael T. Kestner hold after this OPENLANE grant?

Following the June 5, 2026 grant, Michael T. Kestner holds 89,593 phantom stock units directly. These units track the value of OPENLANE common stock and are payable in shares on a one-for-one basis at dates specified under the deferred compensation plan.

When do the newly granted OPENLANE phantom stock units vest for director Kestner?

The 6,031 phantom stock units granted to director Kestner vest on June 5, 2027. Until that vesting date, these specific units are subject to forfeiture, while the filing notes that all of his other phantom stock units are already vested under the plan’s terms.

What does phantom stock mean in the context of OPENLANE (OPLN) director compensation?

In this context, phantom stock represents deferred director fees credited as units that mirror OPENLANE’s common shares. According to the filing, Kestner’s phantom stock will convert into common stock on a one-for-one basis at future dates specified under the Directors Deferred Compensation Plan.

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

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Accepted by SEC EDGAR 06/08/2026 - 03:32 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^*

Kestner Michael T.

(Last)

(First)

(Middle)

C/O OPENLANE, INC.

11299 NORTH 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	89,593	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. 6,031 shares of phantom stock vest on June 5, 2027, and are subject to forfeiture until vested. All other shares of phantom stock are 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:

	Charles S. Coleman 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