Richer Tobin P 4

4 · OPENLANE, Inc. · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

OPENLANE (KAR) EVP Tobin Richer Exercises RSUs, Sells Shares

What Happened

Tobin P. Richer, EVP Marketing & Communications at OPENLANE (KAR), had 3,187 restricted stock units (RSUs) convert into common stock on Feb 21, 2026. The RSUs converted at $0 exercise price. To satisfy tax withholding obligations, 935 of the shares were withheld by the company at $28.63 per share, totaling $26,769. That leaves a net issuance to Mr. Richer of 2,252 shares (3,187 vested − 935 withheld).

Key Details

Transaction date: February 21, 2026; Form 4 filed February 23, 2026 (timely).
Actions reported:
- M: 3,187 RSUs converted into common stock (acquired).
- F: 935 shares withheld and disposed to satisfy tax withholding at $28.63/share = $26,769.
- M: Remaining reporting entries reflect the derivative conversion.
Shares owned after transaction: not stated in the provided filing.
Footnotes:
- F1/F3: Each RSU converts 1-for-1 to common stock; the RSUs vested on Feb 21, 2026.
- F2: Shares were withheld by the company to satisfy tax withholding.
- F4: Some RSUs remain subject to time-based vesting (one-third vested Feb 21, 2026; one-third on Feb 21, 2027; one-third on Feb 21, 2028), assuming continued employment.

Context

This was a routine equity compensation vesting event (conversion of RSUs), not an open-market buy or discretionary sale. The withholding of 935 shares to cover taxes is a common, automatic step (code F). The conversion had no exercise price (typical for RSUs), and the partial share disposition was solely for tax withholding, not an active sale for liquidity or speculation.

Form 4

Period: 2026-02-21

EVP Marketing & Communications

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-21+3,187→ 29,632 total
Tax Payment
Common Stock
[F2]
2026-02-21$28.63/sh−935$26,769→ 28,697 total
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-02-21−3,187→ 6,374 total
→ Common Stock (3,187 underlying)

Footnotes (4)

[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.
[F4]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.

Signature

Kristen Trout, as Attorney-In-Fact|2026-02-23

1 file