OPENLANE, Inc. — Director's Dealing 2026

Feb 20, 2026

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OPENLANE, Inc. (KAR)
CIK: 0001395942
Period of Report: 2026-02-18

Reporting Person: Richer Tobin P (EVP Marketing & Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2026-02-18	Common Stock	A	6787	—	Acquired	28648	Direct
2026-02-18	Common Stock	F	2203	$29.10	Disposed	26445	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2026-02-19	Restricted Stock Units	$	A	9399	Acquired		Common Stock (9399)	Direct

Footnotes

F1: 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.

F2: 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.

F3: Shares withheld by the Company to satisfy tax withholding requirements.

F4: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F5: 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.