Kelly Peter J 4

4 · OPENLANE, Inc. · Filed Feb 20, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

OPENLANE (KAR) CEO Peter J. Kelly Receives Award; Shares Withheld

What Happened

Peter J. Kelly, CEO of OPENLANE, had 274,717 performance-based restricted stock units (RSUs) vest on Feb 18, 2026 and converted into common stock (acquisition at $0.00). To satisfy tax withholding, 116,710 of those shares were withheld/disposed at an implied value of $29.10 per share (total value withheld ≈ $3,396,261).
On Feb 19, 2026 Kelly was granted 141,166 additional restricted stock units (derivative award) that are subject to time-based vesting.

Key Details

Transaction dates/prices:
- Feb 18, 2026 — 274,717 performance RSUs vested (acquired) at $0.00; 116,710 shares withheld for taxes (disposition) at $29.10/share (≈ $3,396,261).
- Feb 19, 2026 — 141,166 restricted stock units granted (reported as derivative award, $0.00 acquisition price).
Footnotes / important notes:
- Performance vesting was certified by the Compensation Committee based on cumulative adjusted EBITDA (75%) and relative total shareholder return vs the S&P SmallCap 600 (25%) for 1/1/2023–12/31/2025.
- Performance RSUs converted 1-for-1 into common stock and vested on Feb 18, 2026. Shares were withheld to satisfy tax withholding obligations (not an open‑market sale).
- The newly granted 141,166 RSUs convert 1-for-1 and are time-vesting: 1/3 vest on Feb 19 of 2027, 2028 and 2029, subject to continued employment.
Shares owned after the transaction: not specified in the provided filing excerpt.
Filing timeliness: Form 4 was filed Feb 20, 2026 for transactions dated Feb 18–19, 2026 (appears timely under normal Form 4 rules).

Context

The disposition here (code F) reflects shares withheld to cover tax liabilities from vested RSUs (a routine administrative action), not an open-market sale that would indicate a liquidity decision.
The grant of 141,166 time-vesting RSUs provides future compensation tied to continued employment; these are not immediately tradable shares.

Form 4

Period: 2026-02-18

DirectorChief Executive Officer

Transactions

Award
Common Stock
[F1][F2]
2026-02-18+274,717→ 746,262 total
Tax Payment
Common Stock
[F3]
2026-02-18$29.10/sh−116,710$3,396,261→ 629,552 total
Award
Restricted Stock Units
[F4][F5]
2026-02-19+141,166→ 141,166 total
→ Common Stock (141,166 underlying)

Footnotes (5)

[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.

Signature

Charles S. Coleman as Attorney-In-Fact|2026-02-20

1 file