Coyle James P 4
4 · OPENLANE, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
OPENLANE (KAR) EVP James P. Coyle Receives Awards, Sells Shares
What Happened James P. Coyle, EVP & President, Marketplace of OPENLANE (KAR), had 34,606 performance-based restricted stock units (RSUs vest) into common stock on 2026-02-18 and then had 10,236 of those shares withheld (disposed) to satisfy taxes at $29.10/share (total value $297,868). On 2026-02-19 he was also granted 51,265 RSUs that are derivative/time‑vesting awards (no cash paid).
Key Details
- Transaction dates and amounts:
- 2026-02-18: 34,606 performance RSUs vested (acquired at $0.00); 10,236 shares withheld to satisfy tax obligations at $29.10/share (disposed), proceeds = $297,868.
- 2026-02-19: 51,265 time‑vesting RSUs granted (acquired at $0.00; derivative award).
- Shares owned after transaction: not reported in this Form 4.
- Notable footnotes:
- Performance vesting certified by the Compensation Committee based on cumulative adjusted EBITDA (75%) and relative TSR vs. S&P SmallCap 600 (25%) for 2023–2025 (F1, F2).
- Withheld shares were used to satisfy tax withholding (F3); performance RSUs converted 1-for-1 into common stock (F2).
- Time‑vesting RSUs convert 1-for-1 to common stock and vest one‑third on Feb 19 of 2027, 2028 and 2029, subject to continued employment (F4, F5).
- Filing timeliness: Reported with period 2026-02-18 and filed 2026-02-20 — appears timely.
Context The 10,236-share disposition was a tax-withholding action (routine) following the vesting of performance RSUs, not an open-market sale signaling a directional trade. The vested performance RSUs converted into shares 1-for-1 after the Compensation Committee certified achievement. The 51,265 RSUs granted on 2/19 remain subject to future time-based vesting.
Insider Transaction Report
- Award
Common Stock
[F1][F2]2026-02-18+34,606→ 74,105 total - Tax Payment
Common Stock
[F3]2026-02-18$29.10/sh−10,236$297,868→ 63,869 total - Award
Restricted Stock Units
[F4][F5]2026-02-19+51,265→ 51,265 total→ Common Stock (51,265 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.