Coyle James P 4

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.