Mitchell William Clyde 4
4 · OPENLANE, Inc. · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
OPENLANE (KAR) President Mitchell Clyde Receives RSUs, Shares Withheld for Taxes
What Happened Mitchell William Clyde, President of AFC at OPENLANE, had restricted stock units (RSUs) vest and convert into common shares between Feb 19–22, 2026. A total of 24,143 shares were acquired through conversion/vesting (17,089 on 2/19; 4,780 on 2/21; 2,274 on 2/22). To satisfy tax withholding obligations, 2,214 shares were withheld (1,568 shares on 2/21 and 646 shares on 2/22) valued at $28.63 per share for total withholding of $63,387. The RSU conversions show $0 exercise price (typical for RSU settlements), leaving Clyde with approximately 21,929 net newly issued shares.
Key Details
- Transaction dates and actions:
- 2026-02-19: Grant/award of 17,089 RSUs (vest/conversion event reported).
- 2026-02-21: Conversion of 4,780 RSUs; 1,568 shares withheld for taxes at $28.63 ($44,892).
- 2026-02-22: Conversion of 2,274 RSUs; 646 shares withheld for taxes at $28.63 ($18,495).
- Price used for tax withholding: $28.63 per share.
- Net new shares after withholding: ~21,929 (24,143 converted − 2,214 withheld).
- Shares owned after transaction: Not specified in the provided excerpt of the filing.
- Notable footnotes: RSUs convert 1-for-1 into common stock (F1, F4, F5); some RSUs remain subject to time-based vesting schedules (F6–F8); shares were withheld by the Company to satisfy tax withholding (F3).
- Filing timeliness: Form 4 filed 2026-02-23 for report period beginning 2026-02-19 — appears to be filed within the normal 2-business-day window.
Context These transactions are primarily award/vesting events and tax-withholding settlements, not open-market sales or purchases. The withheld shares represent a routine cashless withholding to cover tax obligations (transaction code F). For investors, awards/vesting reflect compensation settling into equity; withholding for taxes is standard and does not necessarily signal selling pressure or a change in insider sentiment.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-21+4,780→ 20,469.615 total - Tax Payment
Common Stock
[F3]2026-02-21$28.63/sh−1,568$44,892→ 18,901.615 total - Exercise/Conversion
Common Stock
[F4]2026-02-22+2,274→ 21,175.615 total - Tax Payment
Common Stock
[F3]2026-02-22$28.63/sh−646$18,495→ 20,529.615 total - Award
Restricted Stock Units
[F5][F6]2026-02-19+17,089→ 17,089 total→ Common Stock (17,089 underlying) - Exercise/Conversion
Restricted Stock Units
[F5][F7]2026-02-21−4,780→ 9,561 total→ Common Stock (4,780 underlying) - Exercise/Conversion
Restricted Stock Units
[F5][F8]2026-02-22−2,274→ 2,274 total→ Common Stock (2,274 underlying)
Footnotes (8)
- [F1]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.
- [F2]Includes shares acquired pursuant to the Company's Employee Stock Purchase Plan.
- [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. The restricted stock units vested in common stock on February 22, 2026.
- [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 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.
- [F7]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.
- [F8]These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-half of these restricted stock units vested on February 22, 2026 and the final one-half of these restricted stock units vest on February 22, 2027, assuming continued employment through the applicable vesting date.