Price Dwayne P 4
4 · OPENLANE, Inc. · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
OPENLANE (KAR) CAO Dwayne Price Receives RSUs; Shares Withheld
What Happened
- Dwayne P. Price, Chief Accounting Officer of OPENLANE (KAR), received a grant of 4,102 restricted stock units (RSUs) dated Feb 19, 2026. Portions of those RSUs vested and converted into 3,617 shares on Feb 21–22, 2026 (conversion/exercise of derivative; exercise price $0).
- To satisfy tax withholding obligations, the company withheld 645 shares on Feb 21 and 575 shares on Feb 22 (1,220 shares total) at a withholding value of $28.63 per share, generating cash value of $18,466 and $16,462 respectively (total ≈ $34,928). After withholding, Price received a net 2,397 shares.
Key Details
- Transaction dates: grant Feb 19, 2026; vesting/conversion on Feb 21–22, 2026; filing date Feb 23, 2026.
- Transaction types/codes: A = Award/Grant (4,102 RSUs); M = conversion/exercise of derivative (3,617 shares converted); F = payment of tax liability via share withholding (1,220 shares).
- Withholding price used: $28.63 per share; total withheld value ≈ $34,928 (645 shares → $18,466; 575 shares → $16,462).
- Net shares received after withholding: 2,397 shares.
- Shares owned after transaction: not specified in the provided filing excerpt.
- Footnotes: the RSUs convert 1-for-1 into common stock. Portions vested immediately (Feb 21 and Feb 22); other RSU tranches remain subject to time-based vesting schedules (see footnotes indicating various one‑third or one‑half future vesting schedules through 2027–2029).
- Filing timeliness: Report filed Feb 23, 2026 covering activity through Feb 22, 2026 — appears to be within the typical Section 16 reporting window.
Context
- These transactions reflect RSU vesting and company tax-withholding (not an open-market buy or sell). The RSUs converted at $0 exercise price (standard for RSU settlement); shares were withheld rather than a cash payment to cover taxes (a routine, administrative step).
- Such grants and subsequent withholdings are common executive compensation events and do not by themselves indicate a change in insider sentiment.
Insider Transaction Report
Form 4
Price Dwayne P
Chief Accounting Officer
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-21+1,912→ 14,370.628 total - Tax Payment
Common Stock
[F3]2026-02-21$28.63/sh−645$18,466→ 13,725.628 total - Exercise/Conversion
Common Stock
[F4]2026-02-22+1,705→ 15,430.628 total - Tax Payment
Common Stock
[F3]2026-02-22$28.63/sh−575$16,462→ 14,855.628 total - Award
Restricted Stock Units
[F5][F6]2026-02-19+4,102→ 4,102 total→ Common Stock (4,102 underlying) - Exercise/Conversion
Restricted Stock Units
[F5][F7]2026-02-21−1,912→ 3,825 total→ Common Stock (1,912 underlying) - Exercise/Conversion
Restricted Stock Units
[F5][F8]2026-02-22−1,705→ 1,706 total→ Common Stock (1,705 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.
Signature
Kristen Trout, as Attorney-In-Fact|2026-02-23