UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 183, 2026

OPENLANE, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-34568

20-8744739

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

11299 N. Illinois Street, Suite 500

Carmel, Indiana 46032

(Address of principal executive offices)

(Zip Code)

(800) 923-3725

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

OPLN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 27.0201 ~~Results~~Regulation ofFD ~~Operations and Financial Condition~~Disclosure.

On ~~February~~March 183, 2026, as previously announced, OPENLANE, Inc. (~~“OPENLANE” or~~ the “Company”) ~~issued a press release announcing its financial results for the three months and year ended December 31, 2025. OPENLANE~~ will ~~host~~be holding an ~~earnings~~investor ~~conference~~day ~~call~~event ~~and~~beginning ~~webcast, Wednesday, February 18, 2026~~ at 8:30 a.m., Eastern Time. The conference call may be accessed by calling 1-833-634-2155 and asking to join the OPENLANE call, and the live webcast may be accessed at the investor relations section of corporate.openlane.com. The press release dated February 18, 2026 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.

OnA ~~February 18,~~copy ~~2026,~~of ~~OPENLANE also posted supplemental financial information for~~ the ~~three~~presentation ~~months~~slides ~~and~~to ~~year ended December 31, 2025, and Earnings Slides for the three months and year ended December 31, 2025. The supplemental financial information and Earnings Slides can~~ be ~~located~~used atduring the ~~investor~~event ~~relations section of corporate.openlane.com. The supplemental financial information and Earnings Slides posted on February 18, 2026~~ are attached ~~to this Current Report on Form 8-K~~ as ~~Exhibits~~Exhibit 99.21 and ~~99.3, respectively, and~~ are incorporated herein by reference ~~in their entirety~~.

Forward-Looking Statements

Certain statements contained in this report include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements made that are not historical facts (including but not limited to expectations, estimates, assumptions, projections and/or financial guidance) may be forward-looking statements. Words such as “should,” “may,” “will,” “would,” “anticipate,” “expect,” “project,” “intend,” “contemplate,” “plan,” “believe,” “seek,” “estimate,” “assume,” “can,” “could,” “continue,” “outlook,” “target” and similar expressions identify forward-looking statements. Such statements are based on management's current assumptions, expectations and/or beliefs, are not guarantees of future performance and are subject to substantial risks, uncertainties and changes that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" in the Company’s Form 10-K for the year ended December 31, 2025 and in the Company’s other filings and reports filed with the Securities and Exchange Commission. Many of these risk factors are outside the Company’s control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. The forward-looking statements are made as of the date on which they are made and the Company undertakes no obligation to update any forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NO. DESCRIPTION OF EXHIBIT

99.1 ~~Press~~OPENLANE ~~release~~Investor ~~dated~~Day ~~February~~Presentation ~~18,~~- ~~2026~~March ~~– "OPENLANE~~3, ~~Inc. Reports 2025 Financial Results"~~2026

99.2 OPENLANE, Inc. Q4 and YTD 2025 Supplemental Financial Information – February 18, 2026

99.3 OPENLANE Q4 2025 Earnings Slides – February 18, 2026

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: February 18, 2026			OPENLANE, Inc.
Dated: March 3, 2026			OPENLANE, Inc.
			/s/ BRADLEY HERRING
			Bradley HerringExecutive Vice President and Chief Financial Officer

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