Openlane Inc.

02/23/2026 | Press release | Distributed by Public on 02/23/2026 16:56

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Coyle James P
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 & President, Marketplace
(Last) (First) (Middle)
C/O: OPENLANE, INC., 11299 NORTH ILLINOIS STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026
(Street)
CARMEL, IN 46032
4. If Amendment, Date 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
(City) (State) (Zip)
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 02/20/2026 M 17,689 A $14.66 81,558 D
Common Stock 02/20/2026 S 17,689 D $28.85(1) 63,869 D
Common Stock 02/20/2026 M 70,755 A $14.66 134,624 D
Common Stock 02/20/2026 S 70,755 D $28.82(2) 63,869 D
Common Stock 02/21/2026 M 16,730 A $ 0 (3) 80,599 D
Common Stock 02/21/2026 F(4) 7,362 D $28.63 73,237 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 (5) 02/21/2026 M 16,730 (6) (6) Common Stock 16,730 $ 0 33,462 D
Employee Stock Option (right to buy) $14.66 02/20/2026 M 17,689 (7) 11/05/2031 Common Stock 17,689 $14.66 0 D
Employee Stock Option (right to buy) $14.66 02/20/2026 M 70,755 (8) 11/05/2031 Common Stock 70,755 $14.66 70,755 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Coyle James P
C/O: OPENLANE, INC.
11299 NORTH ILLINOIS STREET
CARMEL, IN 46032
EVP & President, Marketplace

Signatures

Charles S. Coleman as Attorney-In-Fact 02/23/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.72 to $28.96 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(2) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.56 to $29.13 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3) 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.
(4) Shares withheld by the Company to satisfy tax withholding requirements.
(5) Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
(6) 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.
(7) These options were granted on November 5, 2021 and vested and became exercisable in equal installments on each of the first four anniversaries of the grant date, and were subject to continued employment through such vesting date.
(8) These options were granted on November 5, 2021 and become eligible to vest and become exercisable in equal 25% increments, each upon the later of the occurrence of the first four anniversaries of the grant date, respectively, and the attainment of the closing price of the Company's common stock at or above, for each respective 25% increment, $19.66, $24.66, $29.66, and $34.66, for twenty consecutive trading days, subject to continued employment through such vesting date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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