Form 4: OPENLANE Director Michael Kestner Acquires 7,195 Phantom Stock Units Through Deferred Compensation Plan

OPENLANE, Inc. Director Michael T. Kestner reported the acquisition of 7,195 phantom stock units on June 6, 2025, as part of a deferred compensation plan, increasing his total beneficial ownership to over 83,000 units.

Summary

• Michael T. Kestner, a Director of OPENLANE, Inc. (KAR), acquired 7,195 phantom stock units on June 6, 2025.
• These units were acquired through the deferral of director fees into the KAR Auction Services, Inc. Directors Deferred Compensation Plan.
• Each phantom stock unit converts into one share of KAR common stock.
• The acquired 7,195 phantom stock units will vest on June 6, 2026, and are subject to forfeiture until vested.
• Following this transaction, Mr. Kestner beneficially owns a total of 83,562.3128 phantom stock units.
• The price of the derivative security was $23.63 per unit.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by a director, especially through deferred compensation, is generally viewed positively as it aligns the director's interests with shareholders and signals confidence in the company's future performance.

Positives

• The acquisition of phantom stock units by a director indicates continued alignment of management interests with shareholder interests, as the value of these units is tied to the company's stock performance.
• The deferral of director fees into equity-based compensation demonstrates confidence in the company's long-term prospects.

Future Outlook

The 7,195 phantom stock units acquired on June 6, 2025, are scheduled to vest on June 6, 2026, indicating a future conversion into common stock subject to vesting conditions.

Industry Context

This filing reflects a standard practice of executive and director compensation within publicly traded companies, where equity-based awards are used to align leadership incentives with long-term shareholder value creation. It does not provide broader industry trends.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with those of shareholders, potentially fostering long-term value creation.

Next Steps

• The 7,195 phantom stock units acquired on June 6, 2025, are expected to vest on June 6, 2026, at which point they will convert into shares of KAR common stock.
• The reporting person will receive shares of KAR common stock at a future date(s) specified by him, subject to the terms of the Directors Deferred Compensation Plan.

Key Dates

Keywords

OPENLANE, KAR Auction Services, KAR, Form 4, Insider Transaction, Phantom Stock, Deferred Compensation, Director Compensation, Equity Compensation, Michael Kestner