Nowlin J Marty 4

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.