Richer Tobin P 4

4 · OPENLANE, Inc. · Filed Feb 20, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

OPENLANE (KAR) EVP Tobin P. Richer Receives RSU Award

What Happened

Tobin P. Richer, EVP Marketing & Communications of OPENLANE, had 6,787 performance-based restricted stock units (RSUs) vest on Feb 18, 2026 (converted 1-for-1 into common shares). The company withheld 2,203 of those shares to cover tax withholding at $29.10 per share (value: $64,107). On Feb 19, 2026 he received a new award of 9,399 RSUs that are derivative/time‑vesting awards (no cash paid).

Key Details

Transaction dates and prices:
- 2026-02-18: 6,787 performance RSUs vested (acquired at $0.00); 2,203 shares withheld/disposed for taxes at $29.10/share (total $64,107).
- 2026-02-19: 9,399 RSUs granted (derivative award, acquired at $0.00).
Shares owned after transaction: not specified in the provided excerpt of the filing.
Footnotes of note:
- Performance certification: Vesting of the performance RSUs was certified by the Compensation Committee effective Feb 18, 2026 based on cumulative adjusted EBITDA (75%) and relative total shareholder return vs. the S&P SmallCap 600 (25%) for 2023–2025.
- Conversion: Each performance RSU and each restricted stock unit converts 1-for-1 into common stock upon settlement.
- Tax withholding: Shares were withheld by the company to satisfy tax obligations (code F).
- New RSU vesting schedule: the 9,399 RSUs vest in three equal installments on Feb 19 of 2027, 2028 and 2029, subject to continued employment.
Filing timeliness: Form 4 filed Feb 20, 2026 reporting transactions on Feb 18–19, 2026; no late filing flag indicated.

Context

The 2,203-share disposition was a withholding to meet tax obligations associated with vesting (a routine, non‑market sale mechanism), not an open‑market sale that necessarily signals a change in sentiment.
The Feb 18 entries were performance-based RSUs that vested based on multi-year targets; the Feb 19 grant is a time‑vesting award that will settle over the next three years if employment continues.

Form 4

Period: 2026-02-18

EVP Marketing & Communications

Transactions

Award
Common Stock
[F1][F2]
2026-02-18+6,787→ 28,648 total
Tax Payment
Common Stock
[F3]
2026-02-18$29.10/sh−2,203$64,107→ 26,445 total
Award
Restricted Stock Units
[F4][F5]
2026-02-19+9,399→ 9,399 total
→ Common Stock (9,399 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.

Signature

Kristen Trout, as Attorney-In-Fact|2026-02-20

1 file