Mitchell William Clyde 4

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.