Coleman Charles S. 4

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

AI-generated summary of this filing

Updated Feb 23, 2026

OPENLANE (KAR) EVP Charles S. Coleman Receives RSU Vesting

What Happened

Charles S. Coleman, EVP, CLO & Secretary of OPENLANE (KAR), had 7,170 restricted stock units (RSUs) vest and convert into 7,170 shares of common stock on February 21, 2026 (reported on Form 4 filed Feb 23, 2026). The company withheld 2,103 of those shares to cover tax withholding at $28.63 per share (proceeds ≈ $60,209), leaving Coleman with approximately 5,067 net shares. The RSU conversion is recorded as a derivative exercise (code M) with tax withholding recorded under code F.

Key Details

Transaction date: February 21, 2026; Form 4 filed February 23, 2026 (timely).
Conversion: 7,170 RSUs → 7,170 shares (exercise/conversion, code M) at $0.00 exercise price.
Tax withholding: 2,103 shares withheld (code F) at $28.63/share, totaling ~$60,209.
Net shares delivered to insider: ~5,067 shares (7,170 − 2,103).
Footnotes: RSUs convert 1-for-1 and vested on Feb 21, 2026; additional RSUs remain subject to time-based vesting (one‑third vested Feb 21, 2026; one‑third on Feb 21, 2027; one‑third on Feb 21, 2028).
Amount owned after the transaction is not specified in the provided excerpt of the filing.

Context

This was not an open‑market purchase or sale but a routine compensation event (RSU vesting and settlement). The withholding of shares to satisfy tax obligations is common and functions like a cashless settlement—insider receives net shares after taxes. No indication of a 10b5-1 plan or gift; filing appears timely.

Form 4

Period: 2026-02-21

EVP, CLO & Secretary

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-21+7,170→ 76,437 total
Tax Payment
Common Stock
[F2]
2026-02-21$28.63/sh−2,103$60,209→ 74,334 total
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-02-21−7,170→ 14,341 total
→ Common Stock (7,170 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|2026-02-23

1 file