Price Dwayne P 4

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.