kar-202605290001395942false12/3100013959422026-05-292026-05-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2026
OPENLANE, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware | | 001-34568 | | 20-8744739 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
11299 N. Illinois Street, Suite 500
Carmel, Indiana 46032
(Address of principal executive offices)
(Zip Code)
(800) 923-3725
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | OPLN | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 29, 2026, OPENLANE, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Designations relating to the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) previously filed by the Company with the Secretary of State of the State of Delaware on June 9, 2020. Effective upon filing, the Certificate of Elimination eliminated from the Company’s Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations of the Series A Preferred Stock.
A copy of the Certificate of Elimination with respect to the Company’s Series A Preferred Stock is attached as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| Dated: May 29, 2026 | OPENLANE, Inc. |
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| /s/ Charles S. Coleman |
| Charles S. Coleman Executive Vice President, Chief Legal Officer and Secretary |
CERTIFICATE OF ELIMINATION
OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
OPENLANE, INC.
(Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware)
OPENLANE, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
1.Pursuant to the authority conferred upon the board of directors of the Corporation (the “Board”) by the Amended and Restated Certificate of Incorporation of the Corporation, as filed with the Secretary of State of the State of Delaware (the “Certificate of Incorporation”), the Board previously adopted resolutions creating and authorizing the issuance of 1,500,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share, of the Corporation (the “Series A Preferred Stock”), subject to the Certificate of Designations designating the Series A Preferred Stock (the “Certificate of Designations”) as filed with the Secretary of State of the State of Delaware on June 9, 2020.
2.None of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued by the Corporation pursuant to the Certificate of Designations.
3.Pursuant to the authority conferred upon the Board pursuant to the Certificate of Incorporation, on May 29, 2026, the Board duly adopted the following resolutions, approving the elimination of the Series A Preferred Stock:
WHEREAS, the Board previously adopted resolutions creating and authorizing a series of preferred stock designated as Series A Convertible Preferred Stock, par value $0.01 per share, of the Corporation (the “Series A Preferred Stock”), subject to the Certificate of Designations designating the Series A Preferred Stock (the “Certificate of Designations”), as filed with the Secretary of State of the State of Delaware on June 9, 2020;
WHEREAS, none of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued by the Corporation pursuant to the Certificate of Designations; and
WHEREAS, the Board has determined that it is advisable and in the best interests of the Corporation and its stockholders to eliminate the Series A Preferred Stock (the “Elimination”).
NOW, THEREFORE, BE IT RESOLVED, that none of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued by the Corporation pursuant to the Certificate of Designations; and
FURTHER RESOLVED, that the Elimination be, and hereby is, authorized, approved and adopted in all respects; and
FURTHER RESOLVED, that the officers of the Corporation be, and each hereby is, authorized, in the name and on behalf of the Corporation, to prepare, execute and deliver
to the Secretary of State of the State of Delaware a Certificate of Elimination as required by the DGCL in order to effect the cancellation and elimination of the Series A Preferred Stock, and any and all additional documents required to be filed therewith.
4.In accordance with Section 151(g) of the DGCL, the Certificate of Incorporation, as effective immediately prior to the filing of this Certificate of Elimination, is hereby amended to eliminate all references to the Series A Preferred Stock, and the shares that were designated as Series A Preferred Stock are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be executed on this 29th day of May, 2026.
OPENLANE, INC.
By: /s/ Charles S. Coleman
Name: Charles S. Coleman
Title: Executive Vice President, Chief Legal
Officer and Secretary
