Peter J. Kelly - 18 Feb 2026 Form 4 Insider Report for OPENLANE, Inc. (OPLN)

Role: Chief Executive Officer, Director
Signature: Charles S. Coleman as Attorney-In-Fact
Issuer symbol: OPLN
Transactions as of: 18 Feb 2026
Net transactions value: -$3,396,261
Form type: 4
Filing time: 20 Feb 2026, 16:01:10 UTC
Previous filing: 08 Dec 2025
Next filing: 23 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Kelly Peter J	Chief Executive Officer, Director	C/O: OPENLANE, INC., 11299 NORTH ILLINOIS STREET, CARMEL	Charles S. Coleman as Attorney-In-Fact	20 Feb 2026	0001532010

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OPLN	Common Stock	Award	$0	+274,717	+58%	$0.000000	746,262	18 Feb 2026	Direct	F1, F2
transaction	OPLN	Common Stock	Tax liability	$3,396,261	-116,710	-16%	$29.10	629,552	18 Feb 2026	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OPLN	Restricted Stock Units	Award	$0	+141,166		$0.000000	141,166	19 Feb 2026	Common Stock	141,166		Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.