Coleman Charles S. 4

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.