Coyle James P 4

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

Research Summary

AI-generated summary of this filing

Updated Feb 23, 2026

OPENLANE (KAR) EVP James P. Coyle Exercises Options, Sells Shares

What Happened

James P. Coyle, EVP & President, Marketplace at OPENLANE (KAR), exercised stock options on Feb 20, 2026 and sold the exercised shares the same day. He exercised 88,444 option shares at $14.66 per share (cost ≈ $1.30M) and sold those shares in open-market trades for weighted-average prices near $28.8, generating gross sale proceeds of about $2.55M.
On Feb 21, 2026, 16,730 restricted stock units (RSUs) vested and converted to common shares (1-for-1). Of those, 7,362 shares were withheld to satisfy tax withholding obligations (value ≈ $210,774), leaving a net of about 9,368 shares retained by Coyle.

Key Details

Transaction dates: Exercised and sold on Feb 20, 2026; RSU vest and related withholding on Feb 21, 2026. Form filed Feb 23, 2026 (timely).
Sale prices: Weighted averages reported $28.85 and $28.82 for the two option-sale lots; footnotes give ranges of $28.72–$28.96 and $28.56–$29.13 for those sales.
Cash flows: Option exercise cost ≈ $1.30M; gross sale proceeds ≈ $2.55M; tax-withheld shares value ≈ $210.8K.
Shares retained after these transactions: net ≈ 9,368 shares (from vested RSUs after withholding).
Notable footnotes: RSUs convert 1-for-1 and vested on Feb 21 (F3/F5); some RSUs remain time‑vesting and will vest in thirds through Feb 2028 (F6); shares were withheld for taxes (F4). Option grant and vesting terms referenced in F7/F8.
Transaction codes: M = option/RSU exercise or conversion; S = open-market sale; F = shares withheld for taxes.

Context

This was effectively a cashless exercise for the optioned shares (exercised and immediately sold), a common way for insiders to realize gains and cover exercise costs/taxes. The RSU vesting and withholding are administrative (tax) actions, leaving Coyle with a net share increase from the vested RSUs. These filings are factual disclosures and do not by themselves indicate insider sentiment beyond the transaction details.

Insider Transaction Report

Form 4

Period: 2026-02-20

OPENLANE, Inc.KAR

Coyle James P

EVP & President, Marketplace

Transactions

Exercise/Conversion
Common Stock
2026-02-20$14.66/sh+17,689$259,321→ 81,558 total
Sale
Common Stock
[F1]
2026-02-20$28.85/sh−17,689$510,328→ 63,869 total
Exercise/Conversion
Common Stock
2026-02-20$14.66/sh+70,755$1,037,268→ 134,624 total
Sale
Common Stock
[F2]
2026-02-20$28.82/sh−70,755$2,039,159→ 63,869 total
Exercise/Conversion
Common Stock
[F3]
2026-02-21+16,730→ 80,599 total
Tax Payment
Common Stock
[F4]
2026-02-21$28.63/sh−7,362$210,774→ 73,237 total
Exercise/Conversion
Restricted Stock Units
[F5][F6]
2026-02-21−16,730→ 33,462 total
→ Common Stock (16,730 underlying)
Exercise/Conversion
Employee Stock Option (right to buy)
[F7]
2026-02-20$14.66/sh−17,689$259,321→ 0 total
Exercise: $14.66Exp: 2031-11-05→ Common Stock (17,689 underlying)
Exercise/Conversion
Employee Stock Option (right to buy)
[F8]
2026-02-20$14.66/sh−70,755$1,037,268→ 70,755 total
Exercise: $14.66Exp: 2031-11-05→ Common Stock (70,755 underlying)

Footnotes (8)

[F1]The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.72 to $28.96 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
[F2]The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.56 to $29.13 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
[F3]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.
[F4]Shares withheld by the Company to satisfy tax withholding requirements.
[F5]Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
[F6]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.
[F7]These options were granted on November 5, 2021 and vested and became exercisable in equal installments on each of the first four anniversaries of the grant date, and were subject to continued employment through such vesting date.
[F8]These options were granted on November 5, 2021 and become eligible to vest and become exercisable in equal 25% increments, each upon the later of the occurrence of the first four anniversaries of the grant date, respectively, and the attainment of the closing price of the Company's common stock at or above, for each respective 25% increment, $19.66, $24.66, $29.66, and $34.66, for twenty consecutive trading days, subject to continued employment through such vesting date.

Signature

Charles S. Coleman as Attorney-In-Fact|2026-02-23

Documents

1 file

4
wk-form4_1771887372.xmlPrimary
FORM 4