Nowlin J Marty 4
4 · OPENLANE, Inc. · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
OPENLANE (KAR) EVP Marty Nowlin Receives RSU Awards; Surrenders Shares for Taxes
What Happened Marty Nowlin, EVP Human Resources at OPENLANE (KAR), received restricted stock unit (RSU) awards and had portions vest and convert into common shares in late February 2026. Certain RSU tranches converted into common stock on Feb 21 (3,187 shares) and Feb 22 (2,729 shares). To satisfy tax withholding on these vested RSUs, the company withheld/surrendered 1,075 shares on Feb 21 ($30,777) and 828 shares on Feb 22 ($23,706), totaling 1,903 shares withheld and approximately $54,483 in tax withholding (price used: $28.63/share). These transactions are vesting/conversion events and share-withholdings to cover taxes — not open-market sales.
Key Details
- Transaction dates: Grant reported Feb 19, 2026; vest/conversions on Feb 21 and Feb 22, 2026; filing date Feb 23, 2026 (appears timely).
- Conversions: 3,187 shares converted on Feb 21 and 2,729 shares converted on Feb 22 (RSUs converted 1-for-1 to common stock per footnotes).
- Tax withholding: 1,075 shares withheld on Feb 21 ($30,777) and 828 shares withheld on Feb 22 ($23,706); withholding price $28.63.
- Grant: A 5,725-share RSU grant was reported (awarded Feb 19, 2026); other awarded RSUs with different vest schedules also referenced in footnotes.
- Shares owned after transaction: Not specified in the provided excerpt of the filing.
- Transaction codes: A = award/grant; M = conversion/exercise of derivative (RSU to stock); F = shares withheld to satisfy tax liabilities.
Context
- These were RSU vesting/conversion events, not open-market purchases or voluntary sales. The withheld shares were surrendered to the company to satisfy tax obligations (routine for RSU vesting).
- Footnotes indicate multiple RSU awards with different time-based vesting schedules (some remaining tranches vest over 2026–2029), so additional share vesting may occur in future years.
- No 10b5-1 plan or gifting/large insider-sale signals are indicated in the provided data; this appears to be a standard post-vesting tax withholding event.
Insider Transaction Report
Form 4
Nowlin J Marty
EVP, Human Resources
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-21+3,187→ 14,351 total - Tax Payment
Common Stock
[F2]2026-02-21$28.63/sh−1,075$30,777→ 13,276 total - Exercise/Conversion
Common Stock
[F3]2026-02-22+2,729→ 16,005 total - Tax Payment
Common Stock
[F2]2026-02-22$28.63/sh−828$23,706→ 15,177 total - Award
Restricted Stock Units
[F4][F5]2026-02-19+5,725→ 5,725 total→ Common Stock (5,725 underlying) - Exercise/Conversion
Restricted Stock Units
[F4][F6]2026-02-21−3,187→ 6,374 total→ Common Stock (3,187 underlying) - Exercise/Conversion
Restricted Stock Units
[F4][F7]2026-02-22−2,729→ 2,729 total→ Common Stock (2,729 underlying)
Footnotes (7)
- [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]Shares withheld by the Company to satisfy tax withholding requirements.
- [F3]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.
- [F4]Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
- [F5]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.
- [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 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.
- [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-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