Kestner Michael T. 4

What Happened

• Michael T. Kestner, a director of OPENLANE, received an award of 6,031 phantom shares (reported as a derivative acquisition) on June 5, 2026. The award is reported at $36.48 per share for a total reported value of $220,011. This was an award/compensation grant (not an open-market purchase or sale).

Key Details

• Transaction date: June 5, 2026; Form 4 filed June 8, 2026 (filed within the Form 4 reporting window).
• Award type: Phantom stock (derivative) reported as "A" — acquisition/award.
• Price/value: 6,031 shares × $36.48 = $220,011.
• Vesting: These 6,031 phantom shares vest on June 5, 2027 and are subject to forfeiture until vested.
• Conversion: Phantom stock converts to common stock on a one-for-one basis per plan terms.
• Plan/compensation source: Represents director fees deferred under the KAR Auction Services, Inc. Directors Deferred Compensation Plan; other phantom shares held by the director are already vested.
• Shares owned after transaction: Not specified in this Form 4.

Context

• This is a deferred-compensation award (phantom stock) that will convert into common shares later and is not an immediate cash or market purchase. Such awards are routine director compensation and do not by themselves indicate a buy/sell market action. The reporting indicates the director can receive the underlying common shares at future date(s) per the plan's terms.