Kelly Peter J 4

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.