Richer Tobin P 4

What Happened

• Tobin P. Richer, EVP Marketing & Communications at OPENLANE (KAR), had 3,187 restricted stock units (RSUs) convert into common stock on Feb 21, 2026. The RSUs converted at $0 exercise price. To satisfy tax withholding obligations, 935 of the shares were withheld by the company at $28.63 per share, totaling $26,769. That leaves a net issuance to Mr. Richer of 2,252 shares (3,187 vested − 935 withheld).

Key Details

• Transaction date: February 21, 2026; Form 4 filed February 23, 2026 (timely).
• Actions reported:
  • M: 3,187 RSUs converted into common stock (acquired).
  • F: 935 shares withheld and disposed to satisfy tax withholding at $28.63/share = $26,769.
  • M: Remaining reporting entries reflect the derivative conversion.
• Shares owned after transaction: not stated in the provided filing.
• Footnotes:
  • F1/F3: Each RSU converts 1-for-1 to common stock; the RSUs vested on Feb 21, 2026.
  • F2: Shares were withheld by the company to satisfy tax withholding.
  • F4: Some RSUs remain subject to time-based vesting (one-third vested Feb 21, 2026; one-third on Feb 21, 2027; one-third on Feb 21, 2028), assuming continued employment.

Context

• This was a routine equity compensation vesting event (conversion of RSUs), not an open-market buy or discretionary sale. The withholding of 935 shares to cover taxes is a common, automatic step (code F). The conversion had no exercise price (typical for RSUs), and the partial share disposition was solely for tax withholding, not an active sale for liquidity or speculation.