OPENLANE, Inc. 8-K

What Happened
OPENLANE, Inc. announced on May 29, 2026 that it filed a Certificate of Elimination with the Delaware Secretary of State removing the Certificate of Designations for its Series A Convertible Preferred Stock from the company's Amended and Restated Certificate of Incorporation. The original Certificate of Designations for the Series A Preferred Stock was filed on June 9, 2020. A copy of the Certificate of Elimination is included as Exhibit 3.1 to the 8-K.

Key Details

• Filing date of elimination: May 29, 2026 (Certificate of Elimination filed in Delaware).
• Original Series A filing date: Certificate of Designations filed June 9, 2020.
• Effect: The matters set forth in the Series A Certificate of Designations were removed from the company’s charter effective upon filing.
• 8-K signed by Charles S. Coleman, Executive Vice President, Chief Legal Officer and Secretary.

Why It Matters
Removing the Series A Certificate of Designations means the special rights, preferences or terms that had been set out for the Series A Convertible Preferred Stock are no longer part of OPENLANE’s charter. For investors, this is a corporate-structure update that simplifies the company’s charter documents; it may affect how former preferred-stock provisions are treated going forward, but the 8-K does not disclose any new financial terms, conversions, redemptions or cash transactions tied to this filing.