Kelly Peter J 4

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.