Coleman Charles S. 4

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

AI-generated summary of this filing

Updated Feb 20, 2026

OPENLANE EVP Charles S. Coleman Receives Award; Tax-Withheld Shares

What Happened

Charles S. Coleman, EVP, CLO & Secretary of OPENLANE, had 22,624 performance-based restricted stock units (RSUs) vest and convert into common shares on Feb 18, 2026 (acquired at $0.00). The company withheld 6,831 of those shares to satisfy tax withholding obligations, reported as a disposition at $29.10 per share (≈ $198,782). On Feb 19, 2026 Coleman was granted 17,089 additional restricted stock units that are time-vested (derivative award, no cash paid).

Key Details

Transaction dates and prices:
- 2026-02-18: 22,624 performance RSUs vested → converted to common stock (acquired at $0.00).
- 2026-02-18: 6,831 shares withheld for taxes (disposed) at $29.10/share → ≈ $198,782.
- 2026-02-19: 17,089 time‑vesting RSUs granted (acquisition reported at $0.00; derivative award).
Shares owned after the transactions: not specified in the provided filing details.
Notable footnotes:
- Vesting certification: Compensation Committee certified performance achievement on Feb 18, 2026; performance RSU vesting was based 75% on cumulative adjusted EBITDA and 25% on TSR vs. the S&P SmallCap 600 over 2023–2025 (F1).
- Each performance RSU and RSU is convertible 1-for-1 into common stock (F2, F4).
- Shares were withheld by the company to satisfy tax withholding (F3).
- The 17,089 time‑vested RSUs vest in thirds on Feb 19 of 2027, 2028 and 2029, subject to continued employment (F5).
Filing timeliness: Form 4 filed 2026-02-20 for transactions on 2026-02-18 and 02-19; appears to be filed within the normal 2-business-day window.

Context

These transactions are vesting and grant events (awards), not open-market purchases or voluntary sales. The withholding of 6,831 shares to cover taxes is a common administrative step following RSU vesting and should not be read as an open-market sale signal. The newly granted 17,089 RSUs remain subject to time-based vesting through 2029.

Form 4

Period: 2026-02-18

EVP, CLO & Secretary

Transactions

Award
Common Stock
[F1][F2]
2026-02-18+22,624→ 76,098 total
Tax Payment
Common Stock
[F3]
2026-02-18$29.10/sh−6,831$198,782→ 69,267 total
Award
Restricted Stock Units
[F4][F5]
2026-02-19+17,089→ 17,089 total
→ Common Stock (17,089 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|2026-02-20

1 file