OPENLANE, Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 5, 2025
OPLN$34.90+1.6%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 6. Exhibits
Item 6. Exhibits, Financial Statement Schedules
a) Exhibits—the exhibit index below is incorporated herein by reference as the list of exhibits required as part of this report.
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company and its subsidiaries or other parties to the agreements.
The agreements included or incorporated by reference as exhibits to this report contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this report and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
EXHIBIT INDEX
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | FilingDate | FiledHerewith |
| 2.1 | Securities and Asset Purchase Agreement, dated as of February 24, 2022, by and among OPENLANE, Inc., Carvana Group, LLC and Carvana Co. solely for purposes of Section 10.15 thereof as guarantor | 8-K | 001-34568 | 2.1 | 2/24/2022 | |
| 3.1a | Amended and Restated Certificate of Incorporation of OPENLANE, Inc. | 10-Q | 001-34568 | 3.1 | 8/3/2016 | |
| 3.1b | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of OPENLANE, Inc. | 8-K | 001-34568 | 3.1 | 5/12/2023 | |
| 3.2 | Second Amended and Restated By-Laws of OPENLANE, Inc. | 8-K | 001-34568 | 3.1 | 11/4/2014 | |
| 3.3 | Certificate of Designations Designating the Series A Convertible Preferred Stock | 8-K | 001-34568 | 3.1 | 6/10/2020 | |
| 4.1 | Form of common stock certificate | S-1/A | 333-161907 | 4.15 | 12/10/2009 | |
| 4.2 | Description of the Company's securities | 10-K | 001-34568 | 4.3 | 2/19/2020 | |
| 10.1a | Credit Agreement, dated as of June 23, 2023, among the OPENLANE, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent | 8-K | 001-34568 | 10.1 | 6/26/2023 | |
| 10.1b | First Amendment Agreement, dated as of January 19, 2024, by and among OPENLANE, Inc., ADESA Auctions Canada Corporation, certain other subsidiaries of OPENLANE, Inc. party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent | 8-K | 001-34568 | 10.1 | 1/22/2024 | |
| 10.1c | Second Amendment Agreement, dated as of October 8, 2025, by and among OPENLANE, Inc., certain other subsidiaries of the Company party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent | 8-K | 001-34568 | 10.1 | 10/8/2025 | |
| 10.2a | * | Employment Agreement, dated March 9, 2020, between OPENLANE, Inc. and Peter J. Kelly | 10-Q | 001-34568 | 10.9 | 5/7/2020 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | FilingDate | FiledHerewith |
| 10.2b | * | Amendment No. 1 to Employment Agreement, dated March 1, 2021, between OPENLANE, Inc. and Peter J. Kelly | 8-K | 001-34568 | 10.2 | 3/2/2021 |
| 10.3 | * | Employment Agreement, dated April 22, 2025 (effective May 27, 2025), between OPENLANE, Inc. and Bradley Herring | 8-K | 001-34568 | 10.1 | 4/22/2025 |
| 10.4 | * | Employment Agreement, dated October 26, 2021, between OPENLANE, Inc. and James Coyle | 10-K | 001-34568 | 10.6 | 2/23/2022 |
| 10.5 | * | Employment Agreement, dated April 1, 2024, between OPENLANE, Inc. and William C. Mitchell | 10-K | 001-34568 | 10.6 | 2/20/2025 |
| 10.6 | * | Employment Agreement, dated March 9, 2020, between OPENLANE, Inc. and Charles S. Coleman | 10-K | 001-34568 | 10.7 | 2/20/2025 |
| 10.7 | * | OPENLANE, Inc. Annual Incentive Program Summary of Terms 2024 | 10-K | 001-34568 | 10.10 | 2/21/2024 |
| 10.8 | * | OPENLANE, Inc. Annual Incentive Program Summary of Terms 2025 | 10-K | 001-34568 | 10.9 | 2/20/2025 |
| 10.9a | ^ | Amended and Restated Purchase and Sale Agreement, dated May 31, 2002, between AFC Funding Corporation and Automotive Finance Corporation | S-4 | 333-148847 | 10.32 | 1/25/2008 |
| 10.9b | Amendment No. 1 to Amended and Restated Purchase and Sale Agreement, dated June 15, 2004 | S-4 | 333-148847 | 10.33 | 1/25/2008 | |
| 10.9c | Amendment No. 2 to Amended and Restated Purchase and Sale Agreement, dated January 18, 2007 | S-4 | 333-148847 | 10.34 | 1/25/2008 | |
| 10.9d | ^ | Amendment No. 3 to Amended and Restated Purchase and Sale Agreement, dated April 20, 2007 | S-4 | 333-148847 | 10.35 | 1/25/2008 |
| 10.9e | Amendment No. 4 to Amended and Restated Purchase and Sale Agreement, dated January 30, 2009 | 10-K | 001-34568 | 10.19e | 2/28/2012 | |
| 10.9f | Amendment No. 5 to Amended and Restated Purchase and Sale Agreement, dated April 25, 2011 | 10-K | 001-34568 | 10.19f | 2/28/2012 | |
| 10.10a | + | Tenth Amended and Restated Receivables Purchase Agreement, dated September 28, 2022, by and among Automotive Finance Corporation, AFC Funding Corporation, Fairway Finance Company, LLC, Fifth Third Bank, National Association, Chariot Funding LLC, PNC Bank, National Association, Thunder Bay Funding, LLC, Truist Bank, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A., Royal Bank of Canada and Bank of Montreal | 10-Q | 001-34568 | 10.11 | 11/2/2022 |
| 10.10b | + | First Amendment and Joinder, dated September 27, 2024, to the Tenth Amended and Restated Receivables Purchase Agreement | 10-Q | 001-34568 | 10.12b | 11/7/2024 |
| 10.11a | + | Receivables Purchase Agreement, dated March 1, 2023, between Automotive Finance Canada Inc., OPENLANE, Inc., Computershare Trust Company of Canada, the Agents Parties to the Loan Agreement and BMO Nesbitt Burns Inc. | 10-Q | 001-34568 | 10.14 | 5/3/2023 |
| 10.11b | Amendment No. 1 to the Receivables Purchase Agreement, dated September 27, 2024 | 10-Q | 001-34568 | 10.13b | 11/7/2024 | |
| 10.11c | Amendment No. 2 to the Receivables Purchase Agreement, dated May 23, 2025 | 10-Q | 001-34568 | 10.11c | 8/6/2025 | |
| 10.12 | Form of Indemnification Agreement | 8-K | 001-34568 | 10.1 | 12/17/2013 | |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | FilingDate | FiledHerewith |
| 10.13a | * | KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as Amended June 10, 2014 | DEF 14A | 001-34568 | Appendix A | 4/29/2014 |
| 10.13b | * | First Amendment to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | 10-K | 001-34568 | 10.24b | 2/18/2016 |
| 10.13c | * | KAR Auction Services, Inc. Amended and Restated 2009 Omnibus Stock and Incentive Plan, as Amended and Restated June 4, 2021 | DEF 14A | 001-34568 | Annex I | 4/23/2021 |
| 10.13d | * | OPENLANE, Inc. Second Amended and Restated 2009 Omnibus Stock and Incentive Plan, as Amended and Restated June 7, 2024 | DEF 14A | 001-34568 | Annex I | 4/26/2024 |
| 10.14 | * | KAR Auction Services, Inc. Amended and Restated Employee Stock Purchase Plan | 10-Q | 001-34568 | 10.27 | 8/5/2020 |
| 10.15a | * | KAR Auction Services, Inc. Directors Deferred Compensation Plan, effective December 10, 2009 | 10-Q | 001-34568 | 10.62 | 8/4/2010 |
| 10.15b | * | Amendment No. 1 to the KAR Auction Services, Inc. Directors Deferred Compensation Plan, dated as of June 28, 2019 | 10-Q | 001-34568 | 10.28b | 11/6/2019 |
| 10.16 | * | Director Restricted Share Agreement | 10-Q | 001-34568 | 10.29 | 8/7/2019 |
| 10.17 | * | Form of Nonqualified Stock Option Agreement | S-1/A | 333-161907 | 10.65 | 12/4/2009 |
| 10.18 | * | Form of 2020 Restricted Stock Unit Award Agreement for Section 16 Officers | 10-K | 001-34568 | 10.35 | 2/19/2020 |
| 10.19 | * | Form of 2022 Restricted Stock Unit Award Agreement | 10-K | 001-34568 | 10.22 | 3/9/2023 |
| 10.20 | * | Form of 2025 Restricted Stock Unit Award Agreement for Section 16 Officers | 10-K | 001-34568 | 10.21 | 2/20/2025 |
| 10.21 | * | Form of Non-Qualified Stock Option Award Agreement | 10-K | 001-34568 | 10.30 | 2/18/2021 |
| 10.22 | * | Form of 2020, 2021 and 2022 Performance-Based Restricted Stock Unit Agreement (Cumulative Operating Adjusted Net Income Per Share) | 10-K | 001-34568 | 10.38 | 2/19/2020 |
| 10.23 | * | Form of 2022 Amended and Restated Performance-Based Restricted Stock Unit Agreement (Cumulative Adjusted EBITDA) | 10-Q | 001-34568 | 10.25 | 11/2/2022 |
| 10.24 | * | Form of 2023 Performance-Based Restricted Stock Unit Agreement (Cumulative Adjusted EBITDA and Relative Total Shareholder Return) | 10-K | 001-34568 | 10.27 | 3/9/2023 |
| 10.25 | * | Form of 2024 Performance-Based Restricted Stock Unit Agreement (Cumulative Adjusted EBITDA and Relative Total Shareholder Return) | 10-K | 001-34568 | 10.28 | 2/21/2024 |
| 10.26 | * | Form of 2025 Performance-Based Restricted Stock Unit Agreement (Cumulative Adjusted EBITDA and Relative Total Shareholder Return) | 10-K | 001-34568 | 10.27 | 2/20/2025 |
| 10.27 | Investment Agreement, dated as of May 26, 2020, by and between OPENLANE, Inc. and Ignition Parent LP | 8-K | 001-34568 | 10.1 | 5/27/2020 | |
| 10.28a | Investment Agreement, dated as of May 26, 2020, by and between OPENLANE, Inc. and Periphas Capital GP, LLC | 8-K | 001-34568 | 10.2 | 5/27/2020 | |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | FilingDate | FiledHerewith |
| 10.28b | Assignment and Assumption Agreement, dated as of June 9, 2020, by and between Periphas Capital GP, LLC and Periphas Kanga Holdings, L.P. | 10-K | 001-34568 | 10.37b | 2/18/2021 | |
| 10.29 | Registration Rights Agreement, dated as of June 10, 2020, by and among OPENLANE, Inc. and Ignition Parent LP | 8-K | 001-34568 | 10.1 | 6/10/2020 | |
| 10.30 | Registration Rights Agreement, dated as of June 29, 2020, by and between OPENLANE, Inc. and Periphas Kanga Holdings, LP | 8-K | 001-34568 | 10.1 | 6/29/2020 | |
| 10.31 | Preferred Stock Repurchase Agreement, dated September 9, 2025, by and between OPENLANE, Inc. and Ignition Acquisition Holdings LP. | 8-K | 001-34568 | 10.1 | 9/9/2025 | |
| 10.32 | Preferred Stock Repurchase Agreement, dated September 9, 2025, by and between OPENLANE, Inc. and Periphas Kanga Holdings, LP. | 8-K | 001-34568 | 10.2 | 9/9/2025 | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 101 | The following materials from OPENLANE, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024; (ii) the Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024; (iii) the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024; (iv) the Consolidated Statements of Stockholders' Equity for the three and nine months ended September 30, 2025 and 2024; (v) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024; and (vi) the Condensed Notes to Consolidated Financial Statements. | X | ||||
| 104 | Cover page Interactive Data File, formatted in iXBRL (contained in Exhibit 101). | X | ||||
| + | Certain information has been excluded from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. |
|---|---|
| ^ | Portions of this exhibit have been redacted pursuant to a request for confidential treatment filed separately with the Secretary of the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933, as amended. |
| * | Denotes management contract or compensation plan, contract or arrangement. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.