OPENLANE, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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OPENLANE, INC.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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April 26, 2024

Dear Fellow Stockholder:

Thank you for your continued investment in and support of OPENLANE, Inc. (“OPENLANE” or the “Company”). You are cordially invited to attend OPENLANE’s 2024 annual meeting of stockholders, which will be hosted virtually. You will be able to attend the 2024 annual meeting online, vote your shares electronically and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/KAR2024.

As an OPENLANE stockholder, your vote is important. The matters to be acted upon are described in the notice of annual meeting of stockholders and the proxy statement. Even if you are planning to attend the virtual meeting, you are strongly encouraged to vote your shares in advance through one of the methods described in the proxy statement.

By leaning into our digital strategy and brand and platform simplification, we made significant progress in 2023 advancing our purpose to make wholesale easy so our customers can be more successful. Notably, we delivered an OPENLANE-branded digital marketplace platform in each of our principal geographies while growing volumes and revenue in both our marketplace and finance businesses. We are proud to have sold more than 1.3 million vehicles and increased our total revenue from continuing operations 8% to $1.6 billion while making meaningful progress reducing our cost structure and annual cost run rate.

Thank you again for your continued support of OPENLANE, our Board of Directors, our employees and our future.

Sincerely,

This proxy statement is dated April 26, 2024 and is first being distributed to stockholders on or about April 26, 2024.

Notice of Annual Meeting of Stockholders

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Items of Business

The holders of shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), voting as a separate class, are being asked to vote on:

Record Date

You are entitled to vote at the 2024 annual meeting and at any adjournments or postponements thereof if you were a stockholder of record at the close of business on April 9, 2024. A list of stockholders entitled to vote at the 2024 annual meeting will be available for examination during ordinary business hours for 10 days prior to the meeting at the address listed below, and the list will also be available online during the meeting.

Voting By Proxy

Whether or not you plan to virtually attend the 2024 annual meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail so that your shares can be voted at the 2024 annual meeting in accordance with your instructions. For specific instructions on voting, please refer to the instructions on your enclosed proxy card.

Meeting Information

Date and Time

9:00 a.m. EDT

June 7, 2024

Location

Online at

www.virtualshareholder

meeting.com/KAR2024

Admission

To attend the 2024 annual meeting, visit

www.virtualshareholder

meeting.com/KAR2024. You will need the 16 digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

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Charles S. Coleman

EVP, Chief Legal Officer and Secretary

April 26, 2024 | 11299 N Illinois Street, Suite 500 | Carmel, IN 46032