Herring Bradley 4

What Happened

• Bradley Herring, EVP and Chief Financial Officer of OPENLANE, was granted 42,721 restricted stock units (RSUs) on February 19, 2026. The award is recorded as a derivative acquisition at $0.00 (no cash paid at grant). This is a compensation award, not an open-market purchase or sale.

Key Details

• Transaction date and price: 2026-02-19; 42,721 RSUs granted at $0.00 (code A — award/grant).
• Shares owned after transaction: total holdings after this grant are not disclosed in the filing.
• Footnotes: F1 — each RSU converts 1-for-1 into one share of common stock upon settlement; F2 — time-based vesting: one‑third vest on Feb 19, 2027; one‑third on Feb 19, 2028; and the remainder on Feb 19, 2029, contingent on continued employment.
• Filing timeliness: Form 4 filed 2026-02-20 for a 2026-02-19 grant (filed the next day; not indicated as late).

Context

• These RSUs are derivative awards that do not deliver shares immediately — they convert into common stock only as they vest per the schedule above. RSU grants are a common form of executive compensation intended to retain employees and align interests with shareholders; they should not be interpreted as an immediate buy or sell signal.