OPENLANE, Inc. (OPLN) holder sells 8M shares, retains 6.9% ownership stake

Rhea-AI Filing Summary

OPENLANE, Inc. common stock is the subject of this amended Schedule 13D filed by a group of Apax-related and Ignition entities (the Reporting Persons). They report that Ignition Acquisition Holdings LP, as selling stockholder, entered into an Underwriting Agreement with OPENLANE and BofA Securities to sell 8,000,000 shares of common stock in a secondary block trade at $34.36 per share. The trade closed on August 13, 2026.

After the offering and related transactions, the Reporting Persons state they may be deemed to beneficially own 8,424,728 shares of OPENLANE common stock, representing 6.9% of the outstanding shares, based on 122,069,865 shares outstanding as of the closing. Ignition Acquisition Holdings LP also agreed to a 45‑day lock-up from August 11, 2026, restricting additional sales or transfers of OPENLANE stock, subject to customary exceptions.

Key Figures

Secondary shares sold: 8,000,000 shares Sale price per share: $34.36 per share Beneficial ownership: 8,424,728 shares +4 more

7 metrics

Secondary shares sold 8,000,000 shares Shares of OPENLANE common stock sold by Ignition Acquisition Holdings LP in the secondary block trade

Sale price per share $34.36 per share Price to Ignition Acquisition Holdings LP under the Underwriting Agreement

Beneficial ownership 8,424,728 shares Shares of OPENLANE common stock the Reporting Persons may be deemed to beneficially own

Ownership percentage 6.9% Portion of OPENLANE outstanding common stock represented by 8,424,728 shares

Shares outstanding 122,069,865 shares OPENLANE common shares outstanding as of the closing of the offering and related transactions

Lock-up period 45 days Duration from August 11, 2026 during which Ignition Acquisition Holdings LP agreed to restrict additional share sales

Event date August 11, 2026 Date of the Underwriting Agreement triggering this Schedule 13D amendment

Key Terms

secondary block trade, Underwriting Agreement, Lock-Up Agreement, beneficially own, +1 more

5 terms

secondary block trade financial

"offer and sale of 8,000,000 shares of Common Stock by Ignition Acquisition Holdings LP in a secondary block trade"

A secondary block trade is a single, large sale of shares that have already been issued, sold privately to one or a few buyers rather than through normal small trades on the open market. For investors it matters because such big, concentrated sales can push the stock price down or raise short-term volatility, affect available supply and liquidity, and signal that a major holder is reducing exposure.

Underwriting Agreement financial

"entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Lock-Up Agreement financial

"entered into a lock-up agreement (the "Lock-Up Agreement") with the Underwriter"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

beneficially own financial

"Each of the Reporting Persons may be deemed to beneficially own the 8,424,728 shares of Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

prospectus supplement regulatory

"as reported in the prospectus supplement on Form 424B7 filed by the Issuer"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

What transaction did the Apax/Ignition group report in this OPENLANE (OPLN) Schedule 13D/A?

The Reporting Persons disclosed that Ignition Acquisition Holdings LP sold 8,000,000 shares of OPENLANE common stock in a secondary block trade to BofA Securities at $34.36 per share, pursuant to an Underwriting Agreement dated August 11, 2026.

How much of OPENLANE (OPLN) does the Apax/Ignition group report owning after the offering?

The group reports beneficial ownership of 8,424,728 shares of OPENLANE common stock, representing 6.9% of the outstanding shares, based on 122,069,865 shares outstanding as of the closing of the offering.

Is the 8,000,000-share sale in OPENLANE (OPLN) a primary or secondary offering?

It is a secondary offering. All 8,000,000 shares were sold by Ignition Acquisition Holdings LP as a selling stockholder; the company’s disclosure does not state that OPENLANE itself received any proceeds from this sale.

What lock-up restrictions apply to Ignition Acquisition Holdings LP regarding OPENLANE (OPLN) shares?

Ignition Acquisition Holdings LP entered into a Lock-Up Agreement with the underwriter, agreeing not to sell or transfer OPENLANE common stock or related securities for 45 days from August 11, 2026, subject to customary exceptions and the underwriter’s written consent.

Which entities are identified as Reporting Persons in this OPENLANE (OPLN) Schedule 13D/A amendment?

The amendment lists Ignition Acquisition Holdings LP, Ignition Acquisition Holdings GP LLC, Ignition Parent LP, Ignition GP LLC, Ignition Topco Ltd, Apax X GP Co. Limited, and Apax Guernsey (Holdco) PCC Limited Apax X Cell as the Reporting Persons for the OPENLANE common stock holdings.

What is the reference share count used to calculate the Apax/Ignition stake in OPENLANE (OPLN)?

The reported 6.9% ownership is calculated using 122,069,865 shares of OPENLANE common stock outstanding, as of the closing of the offering and related transactions, as reported in the company’s prospectus supplement on Form 424B7.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/13/2026 - 05:00 PM Accepted by SEC EDGAR 08/13/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

OPENLANE, Inc. (f/k/a KAR Auction Services, Inc.)

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

48238T109

(CUSIP Number)

Roy Mackenzie
c/o Apax Partners US, LLC, 601 Lexington Avenue, 58th Floor
New York, NY, 10022
(212) 753-6300

Ryerson Symons
Simpson Thacher & Bartlett LLP, 425 Lexington Avenue
New York, NY, 10017
(212) 455-2000

Jakob Rendtorff
Simpson Thacher & Bartlett LLP, 425 Lexington Avenue
New York, NY, 10017
(212) 455-2000

Keegan Lopez
Simpson Thacher & Bartlett LLP, 425 Lexington Avenue
New York, NY, 10017
(212) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 48238T109

1

Name of reporting person

Ignition Acquisition Holdings LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,424,728.00

11

Aggregate amount beneficially owned by each reporting person

8,424,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 48238T109

1

Name of reporting person

Ignition Acquisition Holdings GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,424,728.00

11

Aggregate amount beneficially owned by each reporting person

8,424,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 48238T109

1

Name of reporting person

Ignition Parent LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,424,728.00

11

Aggregate amount beneficially owned by each reporting person

8,424,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 48238T109

1

Name of reporting person

Ignition GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,424,728.00

11

Aggregate amount beneficially owned by each reporting person

8,424,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 48238T109

1

Name of reporting person

Ignition Topco Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,424,728.00

11

Aggregate amount beneficially owned by each reporting person

8,424,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 48238T109

1

Name of reporting person

Apax X GP Co. Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,424,728.00

11

Aggregate amount beneficially owned by each reporting person

8,424,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 48238T109

1

Name of reporting person

Apax Guernsey (Holdco) PCC Limited Apax X Cell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,424,728.00

11

Aggregate amount beneficially owned by each reporting person

8,424,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: OPENLANE, Inc. (f/k/a KAR Auction Services, Inc.)
(c)	Address of Issuer's Principal Executive Offices: 11299 N. Illinois Street, Suite 500, Carmel, INDIANA , 46032.
Item 1 Comment: This Amendment No. 5 ("Amendment No. 5") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on July 2, 2020, as amended by Amendment No. 1 filed with the SEC on September 14, 2020, as amended by Amendment No. 2 filed with the SEC on September 11, 2025, as amended by Amendment No. 3 filed with the SEC on October 8, 2025, as amended by Amendment No. 4 filed with the SEC on June 1, 2026 (as so amended, the "Schedule 13D") with respect to the common stock, par value $0.01 per share ("Common Stock") of OPENLANE, Inc., a Delaware corporation (the "Issuer"). The Schedule 13D is filed jointly on behalf (i) Ignition Acquisition Holdings LP, (ii) Ignition Acquisition Holdings GP LLC, (iii) Ignition Parent LP, (iv) Ignition GP LLC, (v) Ignition Topco Ltd, (vi), Apax X GP Co. Limited, and (vii) Apax Guernsey (Holdco) PCC Limited Apax X Cell (collectively, the "Reporting Persons"). Capitalized terms used in this Amendment No. 5 but not otherwise defined herein have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On August 11, 2026, Ignition Acquisition Holdings LP, as a selling stockholder, and the Issuer entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc. (the "Underwriter"), providing for the offer and sale of 8,000,000 shares of Common Stock by Ignition Acquisition Holdings LP in a secondary block trade (the "Offering"), and purchase by the Underwriter of the shares of Common Stock, at a price to Ignition Acquisition Holdings LP of $34.36 per share. The Offering closed on August 13, 2026. Pursuant to the Underwriting Agreement, Ignition Acquisition Holdings LP has entered into a lock-up agreement (the "Lock-Up Agreement") with the Underwriter pursuant to which it has agreed with the Underwriter, subject to customary exceptions, not to offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, during the period from August 11, 2026 continuing through the date 45 days thereafter, except with the prior written consent of the Underwriter. The descriptions of the Underwriting Agreement and Lock-Up Agreement contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to the Underwriting Agreement and Form of Lock-Up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows: Each of the Reporting Persons may be deemed to beneficially own the 8,424,728 shares of Common Stock held by Ignition Acquisition Holdings LP, representing 6.9% of the outstanding Common Stock (calculated based on 122,069,865 shares of Common Stock outstanding as of the closing of the Offering and related transactions, as reported in the prospectus supplement on Form 424B7 filed by the Issuer on August 13, 2026).
(b)	See Item 5(a) above.
(c)	Except as otherwise set forth herein, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in Common Stock during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of the Schedule 13D is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit Description Exhibit 7 Underwriting Agreement, dated August 11, 2026 among the Issuer, Ignition Acquisition Holdings LP, and BofA Securities, Inc. (Incorporated by reference to Exhibit 1.1 of the Issuer's Current Report on Form 8-K filed on August 13, 2026) Exhibit 8 Form of Lock-Up Agreement (Incorporated by reference to Exhibit A to Exhibit 1.1 of the Issuer's Current Report on Form 8-K filed on August 13, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ignition Acquisition Holdings LP

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary of Ignition Acquisition Holdings GP LLC, its general partner
Date:	08/13/2026

Ignition Acquisition Holdings GP LLC

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary
Date:	08/13/2026

Ignition Parent LP

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary of Ignition GP LLC, its general partner
Date:	08/13/2026

Ignition GP LLC

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary
Date:	08/13/2026

Ignition Topco Ltd

Signature:	/s/ Mark Babbe
Name/Title:	Mark Babbe, Director
Date:	08/13/2026

Apax X GP Co. Limited

Signature:	/s/ Jeremy Latham
Name/Title:	Jeremy Latham, Director
Date:	08/13/2026

Apax Guernsey (Holdco) PCC Limited Apax X Cell

Signature:	/s/ Simon March
Name/Title:	Simon March, Authorised Signatory for and on behalf of Apax Partners Guernsey Limited as Company Secretary to Apax Guernsey (Holdco) PCC Limited
Date:	08/13/2026