Coyle James P 4

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.