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OPENLANE, Inc. Director's Dealing 2026

Feb 23, 2026

31385_dirs_2026-02-23_d411b46a-15e6-404c-be91-57f6d0c0b834.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OPENLANE, Inc. (KAR)
CIK: 0001395942
Period of Report: 2026-02-20

Reporting Person: Coyle James P (EVP & President, Marketplace)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2026-02-20 Common Stock M 17689 $14.66 Acquired 81558 Direct
2026-02-20 Common Stock S 17689 $28.85 Disposed 63869 Direct
2026-02-20 Common Stock M 70755 $14.66 Acquired 134624 Direct
2026-02-20 Common Stock S 70755 $28.82 Disposed 63869 Direct
2026-02-21 Common Stock M 16730 Acquired 80599 Direct
2026-02-21 Common Stock F 7362 $28.63 Disposed 73237 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2026-02-21 Restricted Stock Units $ M 16730 Disposed Common Stock (16730) Direct
2026-02-20 Employee Stock Option (right to buy) $14.66 M 17689 Disposed 2031-11-05 Common Stock (17689) Direct
2026-02-20 Employee Stock Option (right to buy) $14.66 M 70755 Disposed 2031-11-05 Common Stock (70755) Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: Shares withheld by the Company to satisfy tax withholding requirements.

F5: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F6: 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.

F7: 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.

F8: 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.