OPENLANE (OPLN) EVP reports stock grants and tax share withholding

Rhea-AI Filing Summary

OPENLANE, Inc. executive Charles S. Coleman reported equity awards and related tax withholding transactions. On February 18, 2026, he acquired 22,624 shares of common stock at $0.00 per share as a grant and had 6,831 shares of common stock disposed at $29.10 per share to satisfy tax withholding requirements, leaving 69,267 common shares owned directly.

Performance-based restricted stock units converted into common stock on a 1-for-1 basis after the Compensation Committee certified performance for the period from January 1, 2023 through December 31, 2025. On February 19, 2026, Coleman also received a grant of 17,089 restricted stock units, which are scheduled to vest in three equal annual installments from February 19, 2027 through February 19, 2029, assuming 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

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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)
02/18/2026

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		22,624(1)	A	$0(2)	76,098	D
Common Stock	02/18/2026		F(3)		6,831	D	$29.1	69,267	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		17,089		(5)	(5)	Common Stock	17,089	$0	17,089	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	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did OPENLANE (OPLN) executive Charles S. Coleman report?

Charles S. Coleman reported equity grants and a tax-related share disposition. He received grants of common stock and restricted stock units and had shares withheld by the company to cover tax withholding obligations related to these awards.

How many OPENLANE (OPLN) common shares did Charles S. Coleman acquire and dispose?

Coleman acquired 22,624 shares of OPENLANE common stock as a grant and had 6,831 common shares disposed to satisfy tax withholding requirements. Following these transactions, he directly owned 69,267 shares of OPENLANE common stock.

What performance period determined OPENLANE (OPLN) performance-based RSU vesting for Charles S. Coleman?

The performance-based RSUs vested based on company results from January 1, 2023 through December 31, 2025. Vesting depended on cumulative adjusted EBITDA and total shareholder return versus the S&P SmallCap 600 Index, with performance certified effective February 18, 2026.

How are Charles S. Coleman’s OPENLANE (OPLN) performance-based RSUs converted into common stock?

Each performance-based restricted stock unit is convertible into one share of OPENLANE common stock on a 1-for-1 basis. These units vested into common stock on February 18, 2026, following certification of the company’s performance over the three-year measurement period.

What new restricted stock units did Charles S. Coleman receive from OPENLANE (OPLN)?

Coleman received a grant of 17,089 restricted stock units. Each unit converts into one share of common stock and is subject to time-based vesting in three equal installments on February 19, 2027, February 19, 2028, and February 19, 2029, assuming continued employment.

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

The disposed shares were withheld by OPENLANE to satisfy tax withholding requirements. This tax-withholding disposition used 6,831 common shares at a price of $29.10 per share, rather than representing an open-market sale initiated by Coleman.