Richer Tobin P 4

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.