Coleman Charles S. 4

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.