Kelly Peter J 4

4 · OPENLANE, Inc. · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

OPENLANE (KAR) CEO Peter J. Kelly Receives 53,906 Shares

What Happened

Peter J. Kelly, CEO of OPENLANE, had 53,906 restricted stock units (RSUs) convert into common stock on February 21, 2026. The conversion is reported as a derivative exercise/settlement (code M).
To satisfy tax withholding, the company withheld 22,625 shares (code F) at a reported per-share value of $28.63, representing about $647,754 in tax withholding. After withholding, Kelly received a net of roughly 31,281 shares (53,906 vested − 22,625 withheld).
This was an RSU vesting/settlement event (an award converting to stock), not an open-market purchase or voluntary sale.

Key Details

Transaction date: February 21, 2026; Form 4 filed February 23, 2026 (timely filing).
Reported transactions: 53,906 RSUs converted to 53,906 shares (M); 22,625 shares withheld for taxes at $28.63/share for ~$647,754 (F).
Net new shares delivered to insider: ~31,281 (53,906 − 22,625).
Footnotes: RSUs convert 1-for-1 into common stock and vested on February 21, 2026 (F1/F3). Some RSUs remain subject to time-based vesting, with additional tranches vesting on Feb 21, 2027 and Feb 21, 2028 (F4). Withholding was done by the company to satisfy tax obligations (F2).
Shares owned after the transaction were not specified in the provided filing excerpt.

Context

This is a routine vesting/settlement of restricted stock units with a sell-to-cover (tax withholding) rather than an open-market sale; such transactions are common for compensation and do not by themselves indicate the insider’s market view.
Transaction codes: M indicates exercise/conversion of a derivative (here, RSU conversion); F indicates shares withheld to satisfy tax withholding.

Form 4

Period: 2026-02-21

DirectorChief Executive Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-21+53,906→ 683,458 total
Tax Payment
Common Stock
[F2]
2026-02-21$28.63/sh−22,625$647,754→ 660,833 total
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-02-21−53,906→ 109,986 total
→ Common Stock (53,906 underlying)

Footnotes (4)

[F1]Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on February 21, 2026.
[F2]Shares withheld by the Company to satisfy tax withholding requirements.
[F3]Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
[F4]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 vested on February 21, 2026, one-third of these restricted stock units vest on February 21, 2027 and the remaining one-third of these restricted stock units vest on February 21, 2028, assuming continued employment through the applicable vesting date.

Signature

Charles S. Coleman as Attorney-In-Fact|2026-02-23

1 file