Apax-led group converts preferred into 16.4M OPENLANE (OPLN) common shares

Rhea-AI Filing Summary

Ignition Acquisition Holdings LP and affiliated Apax entities filed Amendment No. 4 to their Schedule 13D on OPENLANE, Inc. after converting preferred stock into common shares.

On May 28, 2026, Ignition Acquisition Holdings LP converted 288,323 shares of Series A Preferred Stock into 16,424,728 shares of OPENLANE common stock at a conversion price of $17.75 per share, under the Certificate of Designations.

After this transaction, the reporting group may be deemed to beneficially own 16,424,728 common shares, representing 13.4% of OPENLANE’s outstanding common stock, based on 105,946,106 shares outstanding as of April 30, 2026 plus the newly issued shares.

Insights

Equity ownership and capital-structure analyst

Preferred stake converted into a sizeable 13.4% common equity holding.

The filing shows Ignition Acquisition Holdings LP and related Apax entities now hold their OPENLANE position entirely in common stock. They converted 288,323 Series A Preferred shares into 16,424,728 common shares at a fixed price of $17.75 per share.

This leaves the group with a reported 13.4% beneficial ownership of OPENLANE common stock, calculated from 105,946,106 shares outstanding as of April 30, 2026 plus the new shares. The move simplifies their exposure into a single, liquid class of equity, while overall impact depends on how actively this large position is traded over time.

Key Figures

Common shares beneficially owned: 16,424,728 shares Ownership percentage: 13.4% Shares outstanding baseline: 105,946,106 shares +3 more

6 metrics

Common shares beneficially owned 16,424,728 shares OPENLANE common stock held by Ignition Acquisition Holdings LP

Ownership percentage 13.4% Percent of OPENLANE common stock after conversion

Shares outstanding baseline 105,946,106 shares OPENLANE common shares outstanding as of April 30, 2026

Series A Preferred converted 288,323 shares Ignition Acquisition Holdings LP Series A Preferred Stock

Conversion price $17.75 per share Series A Preferred Stock conversion into common stock

Schedule type Amendment No. 4 to Schedule 13D Beneficial ownership filing for OPENLANE common stock

Key Terms

Schedule 13D, beneficially own, Series A Preferred Stock, Certificate of Designations, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 4 ("Amendment No. 4") amends and supplements the filed with the (the "SEC") on July 2, 2020"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"Each of the Reporting Persons may be deemed to beneficially own the 16,424,728 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.

Series A Preferred Stock financial

"following the conversion of Series A Preferred Stock described below"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

Certificate of Designations regulatory

"at a conversion price of $17.75 per share, pursuant to the terms of the Certificate of Designations"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

Common Stock, par value $0.01 per share financial

"Title of Class of Securities: Common Stock, par value $0.01 per share"

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

Add on Google Not now

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

05/28/2026

(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 16,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,424,728.00

11

Aggregate amount beneficially owned by each reporting person

16,424,728.00

12

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

13

Percent of class represented by amount in Row (11)

13.4 %

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 16,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,424,728.00

11

Aggregate amount beneficially owned by each reporting person

16,424,728.00

12

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

13

Percent of class represented by amount in Row (11)

13.4 %

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 16,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,424,728.00

11

Aggregate amount beneficially owned by each reporting person

16,424,728.00

12

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

13

Percent of class represented by amount in Row (11)

13.4 %

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 16,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,424,728.00

11

Aggregate amount beneficially owned by each reporting person

16,424,728.00

12

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

13

Percent of class represented by amount in Row (11)

13.4 %

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 16,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,424,728.00

11

Aggregate amount beneficially owned by each reporting person

16,424,728.00

12

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

13

Percent of class represented by amount in Row (11)

13.4 %

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 16,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,424,728.00

11

Aggregate amount beneficially owned by each reporting person

16,424,728.00

12

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

13

Percent of class represented by amount in Row (11)

13.4 %

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 16,424,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,424,728.00

11

Aggregate amount beneficially owned by each reporting person

16,424,728.00

12

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

13

Percent of class represented by amount in Row (11)

13.4 %

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. 4 ("Amendment No. 4") 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 so amended, the "Schedule 13D") with respect to the common stock, par value $0.01 per share ("Common Stock") of OPENLANE, Inc. (f/k/a KAR Auction Services, 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. 4 but not otherwise defined herein have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 5 of this Amendment No. 4 is hereby incorporated by reference into this Item 3.
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 16,424,728 shares of Common Stock held by Ignition Acquisition Holdings LP following the conversion of Series A Preferred Stock described below, representing 13.4% of the outstanding Common Stock (calculated based on 105,946,106 shares of Common Stock outstanding as of April 30, 2026, as set forth in the Quarterly Report on Form 10-Q filed by the Issuer on May 5, 2026, plus the 16,424,728 shares of Common Stock issued upon the conversion described below).
(b)	See Item 5(a) above.
(c)	On May 28, 2026, Ignition Acquisition Holdings LP converted all of 288,323 shares of Series A Preferred Stock held by it for 16,424,728 shares of Common Stock at a conversion price of $17.75 per share, pursuant to the terms of the Certificate of Designations.

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:	06/01/2026

Ignition Acquisition Holdings GP LLC

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary
Date:	06/01/2026

Ignition Parent LP

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary of Ignition GP LLC, its general partner
Date:	06/01/2026

Ignition GP LLC

Signature:	/s/ Steven Kooyers
Name/Title:	Steven Kooyers, Treasurer and Secretary
Date:	06/01/2026

Ignition Topco Ltd

Signature:	/s/ Mark Babbe
Name/Title:	Mark Babbe, Director
Date:	06/01/2026

Apax X GP Co. Limited

Signature:	/s/ Jeremy Latham
Name/Title:	Jeremy Latham, Director
Date:	06/01/2026

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:	06/01/2026

FAQ

What did Ignition Acquisition Holdings and Apax report in this OPENLANE (OPLN) Schedule 13D/A?

They reported an updated ownership position in OPENLANE common stock. Ignition Acquisition Holdings LP and affiliated Apax entities converted their Series A Preferred Stock into common shares and now disclose a significant beneficial ownership stake, prompting Amendment No. 4 to their Schedule 13D.

How many OPENLANE (OPLN) common shares do the reporting persons now beneficially own?

The group may be deemed to beneficially own 16,424,728 OPENLANE common shares. All of these are held by Ignition Acquisition Holdings LP, with each related entity reporting shared voting and dispositive power over the same 16,424,728 shares.

What percentage of OPENLANE (OPLN) does the 16,424,728-share stake represent?

The filing states the stake represents 13.4% of OPENLANE’s outstanding common stock. This percentage is calculated using 105,946,106 shares outstanding as of April 30, 2026, plus the 16,424,728 new common shares issued upon conversion.

What were the terms of the preferred-to-common conversion disclosed for OPENLANE (OPLN)?

On May 28, 2026, Ignition Acquisition Holdings LP converted 288,323 shares of Series A Preferred Stock into 16,424,728 common shares. The conversion used a price of $17.75 per share, in line with the terms set out in the Certificate of Designations.

Who are the reporting persons in this OPENLANE (OPLN) Schedule 13D/A amendment?

The reporting group includes 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, each reporting shared voting and dispositive power.

What class of OPENLANE (OPLN) securities is covered by this filing?

The filing covers OPENLANE’s common stock with a par value of $0.01 per share. It reflects the reporting group’s beneficial ownership in this class after converting previously held Series A Preferred Stock into common shares.