OPENLANE, Inc 8-K, filed Nov 4, 2026
OPENLANE, Inc. (OPLN)
8-K
2026-11-04
For: 2026-11-04
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Added on
November 04, 2026
About this 8-K
OPENLANE, Inc filed this 8-K on November 4, 2026.
OPENLANE reported revenue of $561 million, up 13%, Adjusted EBITDA of $107 million and marketplace GMV of approximately $10.0 billion for the quarter ended September 30, 2026. The board expanded the repurchase program to $400 million through December 31, 2027. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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): November 4, 2026
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
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 2.02 Results of Operations and Financial Condition.
On November 4, 2026, OPENLANE, Inc. (“OPENLANE” or the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2026. OPENLANE will host an earnings conference call and webcast, Wednesday, November 4, 2026 at 8:30 a.m., Eastern Time. The conference call may be accessed by calling 1-833-634-2155 and asking to join the OPENLANE call, and the live webcast may be accessed at the investor relations section of corporate.openlane.com. The press release dated November 4, 2026 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.
On November 4, 2026, OPENLANE also posted supplemental financial information for the three and nine months ended September 30, 2026, and Earnings Slides for the quarter ended September 30, 2026. The supplemental financial information and Earnings Slides can be located at the investor relations section of corporate.openlane.com. The supplemental financial information and Earnings Slides posted on November 4, 2026 are attached to this Current Report on Form 8-K as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference in their entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Press release dated November 4, 2026 – "OPENLANE, Inc. Reports Third Quarter 2026 Financial Results"
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.
Dated: November 4, 2026 | OPENLANE, Inc. | ||||
/s/ BRADLEY HERRING | |||||
Bradley Herring Executive Vice President and Chief Financial Officer | |||||
EXHIBIT 99.1
| EARNINGS RELEASE | ||
For Immediate Release
Analyst Inquiries: | Media Inquiries: | ||||
Bill Wright | Laurie Dippold | ||||
(317) 249-4559 | (317) 468-3900 | ||||
investor_relations@openlane.com | laurie.dippold@openlane.com | ||||
OPENLANE, Inc. Reports Third Quarter 2026 Financial Results
•Marketplace commercial vehicles sold growth of 46% YoY
•Marketplace dealer vehicles sold growth of 10% YoY, driven by 22% growth in US dealer vehicles sold
•Gross Merchandise Value (GMV) of approximately $10.0 billion, representing 38% YoY growth
•Revenue of $561 million, representing 13% YoY growth, driven by 18% growth in auction and related fees
•Net income of $45 million
•Adjusted EBITDA of $107 million, representing 23% YoY growth
•Cash flow from operating activities of $97 million, representing 34% YoY growth
Carmel, IN, November 4, 2026 — OPENLANE, Inc. (NYSE: OPLN), today reported its third quarter financial results for the period ended September 30, 2026.
"The positive momentum OPENLANE sustained in the third quarter reinforces the strength of our strategy and the differentiated value we deliver to the market," said Peter Kelly, CEO of OPENLANE. "We grew consolidated revenue by 13%, delivered Adjusted EBITDA of $107 million and grew marketplace GMV by 38% to $10 billion. Our US dealer volumes grew 22%, meaningfully outpacing the industry, while our commercial business accelerated from the upward inflection of off-lease volumes. And we believe the recent changes to our competitive landscape provide OPENLANE with a unique opportunity to gain additional market share."
"OPENLANE’s focused execution continues to fuel growth and deliver compelling operational and financial results," said Brad Herring, CFO of OPENLANE. "We are successfully leveraging OPENLANE’s unique advantages with AFC’s independent dealers and the franchise dealers in our private label programs. We are extending our lead in technology, improving the customer experience and gaining in brand preference. And we remain well positioned to close out 2026 and enter the new year with strength and momentum."
2026 Guidance
The company is narrowing its annual guidance to the following:
| Previous Guidance (August 4, 2026) | Revised Guidance (November 4, 2026) | ||||||||||
Net income (in millions) | $163 - $176 | $169 - $177 | |||||||||
Adjusted EBITDA (in millions) | $385 - $400 | $390 - $400 | |||||||||
| Net income per share - diluted * | $1.23 - $1.33 | $1.27 - $1.34 | |||||||||
Operating Adjusted EPS | $1.40 - $1.50 | $1.45 - $1.52 | |||||||||
* The company uses the two-class method of calculating net income per diluted share. Under the two-class method, net income is adjusted for dividends and undistributed earnings (losses) to the previous holders of the Series A Preferred Stock (based on the weighted average number of participating securities outstanding during the period).
Earnings guidance does not contemplate future items such as business development activities, strategic developments (such as restructurings, spin-offs or dispositions of assets or investments), contingent purchase price adjustments, significant expenses related to litigation, tax adjustments, adverse changes in the value of foreign currencies relative to the U.S. dollar, changes in applicable laws and regulations (including significant accounting, tax and trade matters) and intangible impairments. The timing and amounts of these items are highly variable, difficult to predict, and of a potential size that could have a substantial impact on the company’s reported results for any given period. See reconciliations of the company's guidance included below.
Share Repurchase Authorization
The board of directors authorized an increase in the size of the company's $250 million share repurchase program by an additional $150 million to $400 million, and an extension of the share repurchase program through December 31, 2027. With the increase, and giving effect to the company's previous repurchases, approximately $250 million remains available for repurchases under the share repurchase program at October 31, 2026.
Earnings Conference Call Information
OPENLANE will be hosting an earnings conference call and webcast on Wednesday, November 4, 2026 at 8:30 a.m. ET. The conference call may be accessed by calling 1-833-634-2155 and asking to join the OPENLANE call. A live webcast will be available at the investor relations section of corporate.openlane.com. Supplemental financial information for OPENLANE’s third quarter 2026 results is available at the investor relations section of corporate.openlane.com.
The archive of the webcast will be available following the call at the investor relations section of corporate.openlane.com for a limited time.
Upcoming Investor Events
OPENLANE also announces participation in the following upcoming investor conferences and events:
•Stephens Annual Investment Conference in Nashville, Tenn., Nov. 17-19, 2026: CFO Brad Herring and EVP & President, Marketplace, James Coyle, with a fireside chat on Nov. 17 at 8:45 a.m. CT
•UBS Global Technology and AI Conference in Scottsdale, Ariz., Nov. 30 - Dec. 3, 2026: CEO Peter Kelly and CFO Brad Herring
•Wells Fargo TMT Summit in Rancho Palos Verdes, Calif., Dec. 7-9, 2026: CEO Peter Kelly and CFO Brad Herring, with a fireside chat on Dec. 8 at 12:45 p.m. PT
Information about the events, including webcast links where available, may be found in the investor relations section of corporate.openlane.com.
About OPENLANE
OPENLANE, Inc. (NYSE: OPLN) makes wholesale easy by connecting the leading automotive manufacturers, dealers, rental companies, fleet operators, captive finance and lending institutions as buyers and sellers to create the most advanced digital marketplace for used vehicles. Our innovative products and services deliver a fast, fair and transparent experience that helps customers make smarter decisions and achieve better outcomes. Headquartered in Carmel, Indiana, OPENLANE has employees across the United States, Canada, Europe, Uruguay and the Philippines. For more information and the latest OPENLANE news, visit corporate.openlane.com.
Forward-Looking Statements
Certain statements contained in this release include, and the company may make related oral, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and which are subject to certain risks, trends and uncertainties. In particular, statements made that are not historical facts (including but not limited to statements regarding our growth opportunities and strategies, industry outlook, competitive position, business and investment plans and initiatives, the impact of macroeconomic conditions, tariffs and global trade policy, and 2026 financial guidance) may be forward-looking statements. Words such as "should," "may," "will," "would," "anticipate," "expect," "project," "intend," "contemplate," "plan," "believe," "seek," "estimate," "assume," "can," "could," "continue," "of the opinion," "confident," "is set," "is on track," "outlook," "target," "position," "predict," "initiative," "goal," "opportunity" and similar expressions identify forward-looking statements. Such statements are based on management's current assumptions, expectations and/or beliefs, are not guarantees of future performance and are subject to substantial risks, uncertainties and changes that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" in the company's annual and quarterly periodic reports, and in the company's other filings and reports filed with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this release. The company undertakes no obligation to update any forward-looking statements.
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OPENLANE, Inc.
Condensed Consolidated Statements of Income
(In millions, except per share data) (Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating revenues | |||||||||||||||||||||||
| Auction and related fees | $ | 253.2 | $ | 215.2 | $ | 754.0 | $ | 628.0 | |||||||||||||||
| SaaS and other revenue | 73.9 | 65.3 | 214.8 | 195.0 | |||||||||||||||||||
| Purchased vehicle sales | 119.4 | 108.9 | 346.5 | 293.1 | |||||||||||||||||||
| Finance revenue | 114.7 | 109.0 | 328.4 | 324.1 | |||||||||||||||||||
| Total operating revenues | 561.2 | 498.4 | 1,643.7 | 1,440.2 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of services (exclusive of depreciation and amortization) | 309.3 | 270.2 | 887.4 | 766.2 | |||||||||||||||||||
| Finance interest expense | 28.2 | 28.1 | 78.7 | 82.6 | |||||||||||||||||||
| Provision for credit losses | 8.4 | 11.5 | 27.6 | 29.5 | |||||||||||||||||||
| Selling, general and administrative | 123.4 | 110.9 | 371.6 | 332.4 | |||||||||||||||||||
| Depreciation and amortization | 21.5 | 22.7 | 66.7 | 68.4 | |||||||||||||||||||
| Loss on sale of property | — | — | — | 7.0 | |||||||||||||||||||
| Total operating expenses | 490.8 | 443.4 | 1,432.0 | 1,286.1 | |||||||||||||||||||
| Operating profit | 70.4 | 55.0 | 211.7 | 154.1 | |||||||||||||||||||
| Interest expense | 10.0 | 1.1 | 30.1 | 8.2 | |||||||||||||||||||
| Other income, net | (0.4) | (2.2) | (5.6) | (14.6) | |||||||||||||||||||
| Loss on extinguishment of debt | 0.7 | — | 0.7 | — | |||||||||||||||||||
| Income before income taxes | 60.1 | 56.1 | 186.5 | 160.5 | |||||||||||||||||||
| Income taxes | 15.4 | 8.2 | 48.6 | 42.3 | |||||||||||||||||||
| Net income | $ | 44.7 | $ | 47.9 | $ | 137.9 | $ | 118.2 | |||||||||||||||
| Amounts attributable to common stockholders | |||||||||||||||||||||||
| Net income | $ | 44.7 | $ | 47.9 | $ | 137.9 | $ | 118.2 | |||||||||||||||
| Series A Preferred Stock dividends | — | (11.1) | (8.6) | (33.3) | |||||||||||||||||||
| Net income attributable to participating securities | — | (9.2) | (9.5) | (21.2) | |||||||||||||||||||
| Net income attributable to common stockholders | $ | 44.7 | $ | 27.6 | $ | 119.8 | $ | 63.7 | |||||||||||||||
| Net income per share | |||||||||||||||||||||||
| Basic | $ | 0.36 | $ | 0.26 | $ | 1.05 | $ | 0.59 | |||||||||||||||
| Diluted | $ | 0.36 | $ | 0.25 | $ | 1.02 | $ | 0.59 | |||||||||||||||
3
OPENLANE, Inc.
Condensed Consolidated Balance Sheets
(In millions) (Unaudited)
September 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | 244.9 | $ | 141.5 | |||||||
| Restricted cash | 34.7 | 43.9 | |||||||||
| Trade receivables, net of allowances | 417.4 | 314.1 | |||||||||
| Finance receivables, net of allowances | 2,763.8 | 2,425.4 | |||||||||
| Other current assets | 103.3 | 86.7 | |||||||||
| Total current assets | 3,564.1 | 3,011.6 | |||||||||
| Goodwill | 1,234.8 | 1,243.5 | |||||||||
| Customer relationships, net of accumulated amortization | 90.3 | 102.7 | |||||||||
| Operating lease right-of-use assets | 54.5 | 57.9 | |||||||||
| Property and equipment, net of accumulated depreciation | 96.9 | 104.2 | |||||||||
| Intangible and other assets | 188.6 | 204.4 | |||||||||
| Total assets | $ | 5,229.2 | $ | 4,724.3 | |||||||
| Current liabilities, excluding obligations collateralized by finance receivables and current maturities of debt | $ | 1,000.0 | $ | 840.1 | |||||||
| Obligations collateralized by finance receivables | 2,064.1 | 1,758.3 | |||||||||
| Current maturities of debt | 5.5 | 5.5 | |||||||||
| Total current liabilities | 3,069.6 | 2,603.9 | |||||||||
| Long-term debt | 528.7 | 530.1 | |||||||||
| Operating lease liabilities | 49.0 | 53.0 | |||||||||
| Other non-current liabilities | 5.1 | 6.8 | |||||||||
| Temporary equity | — | 289.8 | |||||||||
| Stockholders’ equity | 1,576.8 | 1,240.7 | |||||||||
| Total liabilities, temporary equity and stockholders’ equity | $ | 5,229.2 | $ | 4,724.3 | |||||||
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OPENLANE, Inc.
Condensed Consolidated Statements of Cash Flows
(In millions) (Unaudited)
Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities | |||||||||||
| Net income | $ | 137.9 | $ | 118.2 | |||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 66.7 | 68.4 | |||||||||
| Provision for credit losses | 27.6 | 29.5 | |||||||||
| Deferred income taxes | 5.1 | 4.0 | |||||||||
| Amortization of debt issuance costs | 7.2 | 6.6 | |||||||||
| Stock-based compensation | 24.6 | 9.9 | |||||||||
| Loss on sale of property | — | 7.0 | |||||||||
| Loss on extinguishment of debt | 0.7 | — | |||||||||
| Other non-cash, net | 0.9 | 0.3 | |||||||||
Changes in operating assets and liabilities: | |||||||||||
| Trade receivables and other assets | (117.0) | (120.8) | |||||||||
| Accounts payable and accrued expenses | 155.8 | 143.3 | |||||||||
| Net cash provided by operating activities | 309.5 | 266.4 | |||||||||
| Investing activities | |||||||||||
| Net increase in finance receivables held for investment | (367.6) | (196.1) | |||||||||
| Purchases of property, equipment and computer software | (40.7) | (40.7) | |||||||||
| Investments in securities | (1.6) | (1.1) | |||||||||
| Proceeds from sale of investments | 2.0 | — | |||||||||
| Proceeds from the sale of property and equipment | — | 42.4 | |||||||||
| Net cash used by investing activities | (407.9) | (195.5) | |||||||||
| Financing activities | |||||||||||
| Net increase in book overdrafts | 2.0 | 13.1 | |||||||||
| Net repayments of lines of credit | — | (0.6) | |||||||||
| Net increase in obligations collateralized by finance receivables | 322.9 | 145.8 | |||||||||
| Payments for debt issuance costs/amendments | (12.4) | (0.4) | |||||||||
| Payments on long-term debt | (4.1) | (210.0) | |||||||||
| Issuance of common stock under stock plans | 10.7 | 7.8 | |||||||||
| Tax withholding payments for vested RSUs | (9.4) | (6.5) | |||||||||
| Repurchase and retirement of common stock, including excise taxes | (91.5) | (35.8) | |||||||||
| Repurchase and retirement of Series A Preferred Stock, including excise taxes | (5.6) | — | |||||||||
| Dividends paid on Series A Preferred Stock | (5.3) | (33.3) | |||||||||
| Net cash provided by (used by) financing activities | 207.3 | (119.9) | |||||||||
| Effect of exchange rate changes on cash | (14.7) | 11.7 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 94.2 | (37.3) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 185.4 | 183.7 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 279.6 | $ | 146.4 | |||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid for interest | $ | 102.3 | $ | 85.6 | |||||||
| Cash paid for taxes, net of refunds - continuing operations | $ | 48.0 | $ | 29.6 | |||||||
| Cash paid for taxes, net of refunds - discontinued operations | $ | (0.5) | $ | (1.5) | |||||||
| Supplemental disclosure of non-cash financing activity | |||||||||||
| Accrual for repurchase of common stock | $ | 0.4 | $ | — | |||||||
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OPENLANE, Inc.
Reconciliation of Non-GAAP Financial Measures
EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow, Operating adjusted income and Operating adjusted income per diluted share (or "Operating Adjusted EPS") as presented herein are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Management believes that these measures provide investors additional meaningful methods to evaluate certain aspects of OPENLANE’s results period over period and for the other reasons set forth below.
EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items of income and expense and expected incremental revenue and cost savings as described in our senior secured credit agreement covenant calculations. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal measures of performance used by our creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate our performance.
Free Cash Flow is defined as net cash provided by operating activities, less purchases of property, equipment and computer software. Adjusted Free Cash Flow is Free Cash Flow adjusted for the cash portion of EBITDA addbacks to calculate Adjusted EBITDA, the net change in finance receivables held for investment and the net change in obligations collateralized by finance receivables. Management uses Adjusted Free Cash Flow to measure the funds generated in a given period that are available for capital allocation.
Operating adjusted income is defined as net income (loss) adjusted for acquired amortization expense, gains/losses on sale of property or businesses, impairments to goodwill or other intangible assets and certain other non-recurring items. Amortization expense associated with acquired intangible assets is not representative of ongoing capital expenditures but has a continuing effect on our reported results. Management believes Operating adjusted income provides comparability to other companies that may not have incurred these types of non-cash expenses or that report a similar measure. Operating Adjusted EPS represents Operating adjusted income divided by weighted average diluted shares, with preferred shares treated as converted for the entire period.
EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow, Operating adjusted income and Operating Adjusted EPS have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of the results as reported under GAAP. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.
6
The following tables reconcile net income to EBITDA and Adjusted EBITDA for the periods presented:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(In millions), (Unaudited) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | 44.7 | $ | 47.9 | $ | 137.9 | $ | 118.2 | |||||||||||||||
| Add back: | |||||||||||||||||||||||
| Income taxes | 15.4 | 8.2 | 48.6 | 42.3 | |||||||||||||||||||
| Finance interest expense | 28.2 | 28.1 | 78.7 | 82.6 | |||||||||||||||||||
| Interest expense, net of interest income | 9.0 | 0.6 | 27.7 | 5.3 | |||||||||||||||||||
| Depreciation and amortization | 21.5 | 22.7 | 66.7 | 68.4 | |||||||||||||||||||
| EBITDA | 118.8 | 107.5 | 359.6 | 316.8 | |||||||||||||||||||
| Non-cash stock-based compensation | 7.2 | 4.4 | 25.8 | 10.8 | |||||||||||||||||||
| Loss on extinguishment of debt | 0.7 | — | 0.7 | — | |||||||||||||||||||
| Securitization interest | (25.9) | (25.6) | (71.0) | (75.1) | |||||||||||||||||||
| Loss on sale of property | — | — | — | 7.0 | |||||||||||||||||||
| Severance | 1.3 | 2.4 | 4.1 | 6.8 | |||||||||||||||||||
| Foreign currency losses (gains) | 0.5 | (1.6) | (0.7) | (10.5) | |||||||||||||||||||
| ERP implementation costs | 0.6 | — | 1.6 | — | |||||||||||||||||||
| Impact of Canadian DST related to prior years | — | — | (15.9) | — | |||||||||||||||||||
| Realized gain on investment securities | — | — | (1.3) | — | |||||||||||||||||||
| Transaction-related costs | 1.7 | — | 1.7 | — | |||||||||||||||||||
| Other | 1.9 | — | 2.1 | 0.8 | |||||||||||||||||||
Total addbacks (deductions) | (12.0) | (20.4) | (52.9) | (60.2) | |||||||||||||||||||
| Adjusted EBITDA | $ | 106.8 | $ | 87.1 | $ | 306.7 | $ | 256.6 | |||||||||||||||
Three Months Ended September 30, 2026 | |||||||||||||||||
(In millions), (Unaudited) | Marketplace | Finance | Consolidated | ||||||||||||||
| Net income | $ | 14.1 | $ | 30.6 | $ | 44.7 | |||||||||||
| Add back: | |||||||||||||||||
| Income taxes | 5.2 | 10.2 | 15.4 | ||||||||||||||
| Finance interest expense | — | 28.2 | 28.2 | ||||||||||||||
| Interest expense, net of interest income | 9.0 | — | 9.0 | ||||||||||||||
| Depreciation and amortization | 18.6 | 2.9 | 21.5 | ||||||||||||||
| EBITDA | 46.9 | 71.9 | 118.8 | ||||||||||||||
| Non-cash stock-based compensation | 5.6 | 1.6 | 7.2 | ||||||||||||||
| Loss on extinguishment of debt | — | 0.7 | 0.7 | ||||||||||||||
| Securitization interest | — | (25.9) | (25.9) | ||||||||||||||
| Severance | 1.2 | 0.1 | 1.3 | ||||||||||||||
| Foreign currency losses | 0.5 | — | 0.5 | ||||||||||||||
| ERP implementation costs | 0.5 | 0.1 | 0.6 | ||||||||||||||
| Transaction-related costs | 1.4 | 0.3 | 1.7 | ||||||||||||||
| Other | 1.7 | 0.2 | 1.9 | ||||||||||||||
Total addbacks (deductions) | 10.9 | (22.9) | (12.0) | ||||||||||||||
| Adjusted EBITDA | $ | 57.8 | $ | 49.0 | $ | 106.8 | |||||||||||
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The following table reconciles net cash provided by operating activities to Free Cash Flow and Adjusted Free Cash Flow for the periods presented:
Three Months Ended September 30, | |||||||||||||||||||||||
(In millions), (Unaudited) | 2026 | 2025 | |||||||||||||||||||||
Net cash provided by operating activities | $ | 97.1 | $ | 72.2 | |||||||||||||||||||
| Purchases of property, equipment and computer software | (13.8) | (14.6) | |||||||||||||||||||||
| Free Cash Flow | 83.3 | 57.6 | |||||||||||||||||||||
| Severance | 1.5 | 1.6 | |||||||||||||||||||||
| Other | 2.2 | 0.1 | |||||||||||||||||||||
| Net increase in finance receivables held for investment | (150.9) | (151.1) | |||||||||||||||||||||
| Net increase in obligations collateralized by finance receivables | 188.1 | 96.4 | |||||||||||||||||||||
| Adjusted Free Cash Flow | $ | 124.2 | $ | 4.6 | |||||||||||||||||||
The following table reconciles net income to Operating adjusted income and Operating Adjusted EPS for the periods presented:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(In millions, except per share amounts), (Unaudited) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Net income | $ | 44.7 | $ | 47.9 | $ | 137.9 | $ | 118.2 | |||||||||||||||
| Acquired amortization expense | 7.8 | 8.4 | 24.1 | 25.0 | |||||||||||||||||||
| Impact of Canadian DST related to prior years | — | — | (15.9) | — | |||||||||||||||||||
| Loss on sale of property | — | — | — | 7.0 | |||||||||||||||||||
| Loss on extinguishment of debt | 0.7 | — | 0.7 | — | |||||||||||||||||||
| ERP implementation costs | 0.6 | — | 1.6 | — | |||||||||||||||||||
| Realized gain on investment securities | — | — | (1.3) | — | |||||||||||||||||||
| Transaction-related costs | 1.7 | — | 1.7 | — | |||||||||||||||||||
| Other | 1.9 | — | 1.9 | — | |||||||||||||||||||
Income taxes (1) | (3.0) | (5.7) | (2.8) | (8.2) | |||||||||||||||||||
| Operating adjusted income | $ | 54.4 | $ | 50.6 | $ | 147.9 | $ | 142.0 | |||||||||||||||
Operating Adjusted EPS (2) | $ | 0.43 | $ | 0.35 | $ | 1.18 | $ | 0.98 | |||||||||||||||
Weighted average diluted shares - including assumed conversion of preferred shares on January 1 of each respective period | 125.4 | 144.0 | 125.7 | 144.2 | |||||||||||||||||||
(1)For the three and nine months ended September 30, 2026 and 2025, each tax deductible item was booked to the applicable statutory rate.
(2)The Series A Preferred Stock dividends and undistributed earnings allocated to participating securities have not been included in the determination of Operating adjusted income for purposes of calculating Operating Adjusted EPS.
8
The following table reconciles net income to EBITDA and Adjusted EBITDA for the 2026 guidance presented:
2026 Guidance - Previous | 2026 Guidance - Revised | ||||||||||||||||||||||
(In millions), (Unaudited) | Low | High | Low | High | |||||||||||||||||||
| Net income | $ | 163 | $ | 176 | $ | 169 | $ | 177 | |||||||||||||||
| Add back: | |||||||||||||||||||||||
| Income taxes | 59 | 63 | 61 | 64 | |||||||||||||||||||
| Finance interest expense | 106 | 106 | 107 | 107 | |||||||||||||||||||
| Interest expense, net of interest income | 40 | 38 | 38 | 37 | |||||||||||||||||||
| Depreciation and amortization | 90 | 90 | 88 | 89 | |||||||||||||||||||
| EBITDA | 458 | 473 | 463 | 474 | |||||||||||||||||||
Total addbacks (deductions), net | (73) | (73) | (73) | (74) | |||||||||||||||||||
| Adjusted EBITDA | $ | 385 | $ | 400 | $ | 390 | $ | 400 | |||||||||||||||
The following table reconciles net income to Operating adjusted income and Operating Adjusted EPS for the 2026 guidance presented:
2026 Guidance - Previous | 2026 Guidance - Revised | ||||||||||||||||||||||
(In millions, except per share amounts), (Unaudited) | Low | High | Low | High | |||||||||||||||||||
| Net income | $ | 163 | $ | 176 | $ | 169 | $ | 177 | |||||||||||||||
Total adjustments, net | 13 | 13 | 13 | 14 | |||||||||||||||||||
Operating adjusted income | $ | 176 | $ | 189 | $ | 182 | $ | 191 | |||||||||||||||
| Operating Adjusted EPS | $ | 1.40 | $ | 1.50 | $ | 1.45 | $ | 1.52 | |||||||||||||||
| Weighted average diluted shares - including assumed conversion of preferred shares on January 1, 2026 | 126 | 126 | 125 | 125 | |||||||||||||||||||
9
EXHIBIT 99.2
OPENLANE, Inc.
Third Quarter 2026 Supplemental Financial Information
November 4, 2026
OPENLANE, Inc.
EBITDA and Adjusted EBITDA Measures
EBITDA and Adjusted EBITDA as presented herein are supplemental measures of our performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.
EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items of income and expense and expected incremental revenue and cost savings as described in our senior secured credit agreement covenant calculations. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal measures of performance used by our creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate our performance. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of the results as reported under GAAP. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.
The following tables reconcile net income to EBITDA and Adjusted EBITDA for the periods presented:
Three Months Ended September 30, 2026 | |||||||||||||||||
(Dollars in millions), (Unaudited) | Marketplace | Finance | Consolidated | ||||||||||||||
Net income | $ | 14.1 | $ | 30.6 | $ | 44.7 | |||||||||||
| Add back: | |||||||||||||||||
| Income taxes | 5.2 | 10.2 | 15.4 | ||||||||||||||
| Finance interest expense | — | 28.2 | 28.2 | ||||||||||||||
| Interest expense, net of interest income | 9.0 | — | 9.0 | ||||||||||||||
| Depreciation and amortization | 18.6 | 2.9 | 21.5 | ||||||||||||||
| EBITDA | 46.9 | 71.9 | 118.8 | ||||||||||||||
| Non-cash stock-based compensation | 5.6 | 1.6 | 7.2 | ||||||||||||||
| Loss on extinguishment of debt | — | 0.7 | 0.7 | ||||||||||||||
| Securitization interest | — | (25.9) | (25.9) | ||||||||||||||
| Severance | 1.2 | 0.1 | 1.3 | ||||||||||||||
| Foreign currency losses | 0.5 | — | 0.5 | ||||||||||||||
| ERP implementation costs | 0.5 | 0.1 | 0.6 | ||||||||||||||
| Transaction-related costs | 1.4 | 0.3 | 1.7 | ||||||||||||||
| Other | 1.7 | 0.2 | 1.9 | ||||||||||||||
Total addbacks (deductions) | 10.9 | (22.9) | (12.0) | ||||||||||||||
| Adjusted EBITDA | $ | 57.8 | $ | 49.0 | $ | 106.8 | |||||||||||
2
Three Months Ended September 30, 2025 | |||||||||||||||||
(Dollars in millions), (Unaudited) | Marketplace | Finance | Consolidated | ||||||||||||||
Net income | $ | 18.5 | $ | 29.4 | $ | 47.9 | |||||||||||
| Add back: | |||||||||||||||||
| Income taxes | 0.8 | 7.4 | 8.2 | ||||||||||||||
| Finance interest expense | — | 28.1 | 28.1 | ||||||||||||||
| Interest expense, net of interest income | 0.6 | — | 0.6 | ||||||||||||||
| Depreciation and amortization | 19.7 | 3.0 | 22.7 | ||||||||||||||
| EBITDA | 39.6 | 67.9 | 107.5 | ||||||||||||||
| Non-cash stock-based compensation | 3.4 | 1.0 | 4.4 | ||||||||||||||
| Securitization interest | — | (25.6) | (25.6) | ||||||||||||||
| Severance | 2.3 | 0.1 | 2.4 | ||||||||||||||
| Foreign currency (gains) losses | (1.7) | 0.1 | (1.6) | ||||||||||||||
Total addbacks (deductions) | 4.0 | (24.4) | (20.4) | ||||||||||||||
| Adjusted EBITDA | $ | 43.6 | $ | 43.5 | $ | 87.1 | |||||||||||
Nine Months Ended September 30, 2026 | |||||||||||||||||
(Dollars in millions), (Unaudited) | Marketplace | Finance | Consolidated | ||||||||||||||
Net income | $ | 50.4 | $ | 87.5 | $ | 137.9 | |||||||||||
| Add back: | |||||||||||||||||
| Income taxes | 19.8 | 28.8 | 48.6 | ||||||||||||||
| Finance interest expense | — | 78.7 | 78.7 | ||||||||||||||
| Interest expense, net of interest income | 27.7 | — | 27.7 | ||||||||||||||
| Depreciation and amortization | 57.4 | 9.3 | 66.7 | ||||||||||||||
| EBITDA | 155.3 | 204.3 | 359.6 | ||||||||||||||
| Non-cash stock-based compensation | 20.1 | 5.7 | 25.8 | ||||||||||||||
| Loss on extinguishment of debt | — | 0.7 | 0.7 | ||||||||||||||
| Securitization interest | — | (71.0) | (71.0) | ||||||||||||||
| Severance | 3.9 | 0.2 | 4.1 | ||||||||||||||
| Foreign currency gains | (0.6) | (0.1) | (0.7) | ||||||||||||||
| ERP implementation costs | 1.3 | 0.3 | 1.6 | ||||||||||||||
| Impact of Canadian DST related to prior years | (15.9) | — | (15.9) | ||||||||||||||
| Realized gain on investment securities | (1.3) | — | (1.3) | ||||||||||||||
| Transaction-related costs | 1.4 | 0.3 | 1.7 | ||||||||||||||
| Other | 1.9 | 0.2 | 2.1 | ||||||||||||||
Total addbacks (deductions) | 10.8 | (63.7) | (52.9) | ||||||||||||||
| Adjusted EBITDA | $ | 166.1 | $ | 140.6 | $ | 306.7 | |||||||||||
3
Nine Months Ended September 30, 2025 | |||||||||||||||||
(Dollars in millions), (Unaudited) | Marketplace | Finance | Consolidated | ||||||||||||||
Net income | $ | 34.4 | $ | 83.8 | $ | 118.2 | |||||||||||
| Add back: | |||||||||||||||||
| Income taxes | 14.1 | 28.2 | 42.3 | ||||||||||||||
| Finance interest expense | — | 82.6 | 82.6 | ||||||||||||||
| Interest expense, net of interest income | 5.3 | — | 5.3 | ||||||||||||||
| Depreciation and amortization | 59.3 | 9.1 | 68.4 | ||||||||||||||
| EBITDA | 113.1 | 203.7 | 316.8 | ||||||||||||||
| Non-cash stock-based compensation | 8.3 | 2.5 | 10.8 | ||||||||||||||
| Securitization interest | — | (75.1) | (75.1) | ||||||||||||||
| Loss on sale of property | 7.0 | — | 7.0 | ||||||||||||||
| Severance | 6.6 | 0.2 | 6.8 | ||||||||||||||
| Foreign currency gains | (10.5) | — | (10.5) | ||||||||||||||
| Other | 0.7 | 0.1 | 0.8 | ||||||||||||||
Total addbacks (deductions) | 12.1 | (72.3) | (60.2) | ||||||||||||||
| Adjusted EBITDA | $ | 125.2 | $ | 131.4 | $ | 256.6 | |||||||||||
Certain of our loan covenant calculations utilize financial results for the most recent four consecutive fiscal quarters. The following table reconciles net income to EBITDA and Adjusted EBITDA for the periods presented:
| Three Months Ended | Twelve Months Ended | ||||||||||||||||||||||||||||
(Dollars in millions), (Unaudited) | December 31, 2025 | March 31, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2026 | ||||||||||||||||||||||||
| Net income | $ | 59.5 | $ | 48.9 | $ | 44.3 | $ | 44.7 | $ | 197.4 | |||||||||||||||||||
| Add back: | |||||||||||||||||||||||||||||
| Income taxes | (27.8) | 16.4 | 16.8 | 15.4 | 20.8 | ||||||||||||||||||||||||
| Finance interest expense | 27.3 | 24.8 | 25.7 | 28.2 | 106.0 | ||||||||||||||||||||||||
| Interest expense, net of interest income | 9.6 | 9.7 | 9.0 | 9.0 | 37.3 | ||||||||||||||||||||||||
| Depreciation and amortization | 23.3 | 22.9 | 22.3 | 21.5 | 90.0 | ||||||||||||||||||||||||
| EBITDA | 91.9 | 122.7 | 118.1 | 118.8 | 451.5 | ||||||||||||||||||||||||
| Non-cash stock-based compensation | 5.0 | 9.7 | 8.9 | 7.2 | 30.8 | ||||||||||||||||||||||||
| Loss on extinguishment of debt | — | — | — | 0.7 | 0.7 | ||||||||||||||||||||||||
| Securitization interest | (24.9) | (22.0) | (23.1) | (25.9) | (95.9) | ||||||||||||||||||||||||
| Severance | 2.1 | 1.7 | 1.1 | 1.3 | 6.2 | ||||||||||||||||||||||||
| Foreign currency losses (gains) | 1.2 | — | (1.2) | 0.5 | 0.5 | ||||||||||||||||||||||||
| ERP implementation costs | 0.6 | 0.4 | 0.6 | 0.6 | 2.2 | ||||||||||||||||||||||||
| Impact of Canadian DST related to prior years | — | (15.9) | — | — | (15.9) | ||||||||||||||||||||||||
| Realized gain on investment securities | — | — | (1.3) | — | (1.3) | ||||||||||||||||||||||||
| Transaction-related costs | — | — | — | 1.7 | 1.7 | ||||||||||||||||||||||||
| Other | 0.1 | 0.1 | 0.1 | 1.9 | 2.2 | ||||||||||||||||||||||||
| Total addbacks (deductions) | (15.9) | (26.0) | (14.9) | (12.0) | (68.8) | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 76.0 | $ | 96.7 | $ | 103.2 | $ | 106.8 | $ | 382.7 | |||||||||||||||||||
4
Results of Operations
OPENLANE Results
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Dollars in millions except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Auction and related fees | $ | 253.2 | $ | 215.2 | $ | 754.0 | $ | 628.0 | |||||||||||||||
| SaaS and other revenue | 73.9 | 65.3 | 214.8 | 195.0 | |||||||||||||||||||
| Purchased vehicle sales | 119.4 | 108.9 | 346.5 | 293.1 | |||||||||||||||||||
| Finance revenue | 114.7 | 109.0 | 328.4 | 324.1 | |||||||||||||||||||
| Total operating revenues | 561.2 | 498.4 | 1,643.7 | 1,440.2 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of services (exclusive of depreciation and amortization) | 309.3 | 270.2 | 887.4 | 766.2 | |||||||||||||||||||
| Finance interest expense | 28.2 | 28.1 | 78.7 | 82.6 | |||||||||||||||||||
| Provision for credit losses | 8.4 | 11.5 | 27.6 | 29.5 | |||||||||||||||||||
| Selling, general and administrative | 123.4 | 110.9 | 371.6 | 332.4 | |||||||||||||||||||
| Depreciation and amortization | 21.5 | 22.7 | 66.7 | 68.4 | |||||||||||||||||||
| Loss on sale of property | — | — | — | 7.0 | |||||||||||||||||||
| Total operating expenses | 490.8 | 443.4 | 1,432.0 | 1,286.1 | |||||||||||||||||||
| Operating profit | 70.4 | 55.0 | 211.7 | 154.1 | |||||||||||||||||||
| Interest expense | 10.0 | 1.1 | 30.1 | 8.2 | |||||||||||||||||||
| Other income, net | (0.4) | (2.2) | (5.6) | (14.6) | |||||||||||||||||||
| Loss on extinguishment of debt | 0.7 | — | 0.7 | — | |||||||||||||||||||
| Income before income taxes | 60.1 | 56.1 | 186.5 | 160.5 | |||||||||||||||||||
| Income taxes | 15.4 | 8.2 | 48.6 | 42.3 | |||||||||||||||||||
| Net income | $ | 44.7 | $ | 47.9 | $ | 137.9 | $ | 118.2 | |||||||||||||||
| Amounts attributable to common stockholders | |||||||||||||||||||||||
| Net income | $ | 44.7 | $ | 47.9 | $ | 137.9 | $ | 118.2 | |||||||||||||||
| Series A Preferred Stock dividends | — | (11.1) | (8.6) | (33.3) | |||||||||||||||||||
| Net income attributable to participating securities | — | (9.2) | (9.5) | (21.2) | |||||||||||||||||||
| Net income attributable to common stockholders | $ | 44.7 | $ | 27.6 | $ | 119.8 | $ | 63.7 | |||||||||||||||
| Net income per share | |||||||||||||||||||||||
| Basic | $ | 0.36 | $ | 0.26 | $ | 1.05 | $ | 0.59 | |||||||||||||||
| Diluted | $ | 0.36 | $ | 0.25 | $ | 1.02 | $ | 0.59 | |||||||||||||||
Overview of OPENLANE Results for the Three Months Ended September 30, 2026 and 2025
Overview
For the three months ended September 30, 2026, we had revenue of $561.2 million compared with revenue of $498.4 million for the three months ended September 30, 2025, an increase of 13%. For a further discussion of our operating results, see the segment results discussions below.
Depreciation and Amortization
Depreciation and amortization decreased $1.2 million, or 5%, to $21.5 million for the three months ended September 30, 2026, compared with $22.7 million for the three months ended September 30, 2025. The decrease in depreciation and amortization was primarily the result of assets that have become fully amortized and depreciated.
5
Interest Expense
Interest expense increased $8.9 million to $10.0 million for the three months ended September 30, 2026, compared with $1.1 million for the three months ended September 30, 2025. The increase in interest expense was primarily the result of new term loan borrowings in the fourth quarter of 2025.
Other Income, Net
For the three months ended September 30, 2026, we had other income of $0.4 million compared with$2.2 million for the three months ended September 30, 2025. The decrease in other income was primarily attributable to foreign currency losses on intercompany balances of $0.5 million for the three months ended September 30, 2026, compared with foreign currency gains on intercompany balances of $1.6 million for the three months ended September 30, 2025. This decrease was partially offset by an increase in other miscellaneous income aggregating $0.3 million, primarily interest income.
Loss on Extinguishment of Debt
In September 2026, in connection with the Second Amendment to the Tenth Amended and Restated Receivables Purchase Agreement, we recorded a $0.7 million pretax charge resulting from the write-off of a portion of the unamortized securitization issuance costs.
Income Taxes
We had an effective tax rate of 25.6% for the three months ended September 30, 2026, compared with an effective tax rate of 14.6% for the three months ended September 30, 2025. The effective tax rate for the three months ended September 30, 2025 was favorably impacted by a decrease in the valuation allowance related to 2025 current year movement of the adjusted U.S. net deferred tax asset primarily attributable to the application of new tax legislation, the One Big Beautiful Bill Act.
Additionally, the Organization for Economic Cooperation and Development has published a proposal to establish a new global minimum corporate tax rate of 15%, commonly referred to as Pillar Two. While the U.S. has not adopted the Pillar Two framework into law, numerous countries in which we operate have enacted tax legislation based on the Pillar Two framework with certain components of the minimum tax rules effective beginning in 2024 and further rules becoming effective beginning in 2025 and subsequent years. On January 5, 2026, the OECD announced agreement amongst members that would exclude U.S. parented groups from some taxes imposed by Pillar Two. This agreement allows for the U.S. international tax rules and Pillar Two to operate in parallel. These rules, as well as changes due to the agreement, are not expected to materially impact the Company's consolidated financial statements. The Company will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.
Impact of Foreign Currency
For the three months ended September 30, 2026 compared with the three months ended September 30, 2025, the change in the Canadian dollar exchange rate decreased revenue by $1.9 million, operating profit by $0.5 million and net income by $0.3 million. For the three months ended September 30, 2026 compared with the three months ended September 30, 2025, the change in the euro exchange rate decreased revenue by $1.6 million, operating profit by $0.1 million and net income by $0.1 million.
Overview of OPENLANE Results for the Nine Months Ended September 30, 2026 and 2025
Overview
For the nine months ended September 30, 2026, we had revenue of $1,643.7 million compared with revenue of $1,440.2 million for the nine months ended September 30, 2025, an increase of 14%. For a further discussion of our operating results, see the segment results discussions below.
Depreciation and Amortization
Depreciation and amortization decreased $1.7 million, or 2%, to $66.7 million for the nine months ended September 30, 2026, compared with $68.4 million for the nine months ended September 30, 2025. The decrease in depreciation and amortization was primarily the result of assets that have become fully amortized and depreciated.
6
Interest Expense
Interest expense increased $21.9 million to $30.1 million for the nine months ended September 30, 2026, compared with $8.2 million for the nine months ended September 30, 2025. The increase in interest expense was primarily the result of new term loan borrowings in the fourth quarter of 2025, partially offset by the repayment of the senior notes in the second quarter of 2025.
Other Income, Net
For the nine months ended September 30, 2026, we had other income of $5.6 million compared with$14.6 million for the nine months ended September 30, 2025. The decrease in other income was primarily attributable to a decrease in foreign currency gains on intercompany balances of $9.8 million and a net decrease in other miscellaneous items aggregating $0.5 million, primarily a decrease in interest income, partially offset by a $1.3 million realized gain on investment securities.
Loss on Extinguishment of Debt
In September 2026, in connection with the Second Amendment to the Tenth Amended and Restated Receivables Purchase Agreement, we recorded a $0.7 million pretax charge resulting from the write-off of a portion of the unamortized securitization issuance costs.
Income Taxes
We had an effective tax rate of 26.1% for the nine months ended September 30, 2026, compared with an effective tax rate of 26.4% for the nine months ended September 30, 2025. The effective tax rate for the nine months ended September 30, 2025 was not significantly impacted by the valuation allowance due to the decrease of the adjusted U.S. net deferred tax asset attributable to application of new tax legislation, the One Big Beautiful Bill Act, offsetting the increase related to all other 2025 current year movement of the adjusted U.S. net deferred tax asset.
Additionally, the Organization for Economic Cooperation and Development has published a proposal to establish a new global minimum corporate tax rate of 15%, commonly referred to as Pillar Two. While the U.S. has not adopted the Pillar Two framework into law, numerous countries in which we operate have enacted tax legislation based on the Pillar Two framework with certain components of the minimum tax rules effective beginning in 2024 and further rules becoming effective beginning in 2025 and subsequent years. On January 5, 2026, the OECD announced agreement amongst members that would exclude U.S. parented groups from some taxes imposed by Pillar Two. This agreement allows for the U.S. international tax rules and Pillar Two to operate in parallel. These rules, as well as changes due to the agreement, are not expected to materially impact the Company's consolidated financial statements. The Company will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.
Impact of Foreign Currency
For the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025, the change in the euro exchange rate increased revenue by $9.8 million, operating profit by $0.6 million and net income by $0.4 million. For the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025, the change in the Canadian dollar exchange rate increased revenue by $2.9 million, operating profit by $1.0 million and net income by $0.5 million.
7
Marketplace Results
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(Dollars in millions, except GMV) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Auction and related fees | $ | 253.2 | $ | 215.2 | $ | 754.0 | $ | 628.0 | |||||||||||||||
| SaaS and other revenue | 73.9 | 65.3 | 214.8 | 195.0 | |||||||||||||||||||
| Purchased vehicle sales | 119.4 | 108.9 | 346.5 | 293.1 | |||||||||||||||||||
| Total Marketplace revenue | 446.5 | 389.4 | 1,315.3 | 1,116.1 | |||||||||||||||||||
| Cost of services* | 306.9 | 270.0 | 884.9 | 767.4 | |||||||||||||||||||
| Gross profit | 139.6 | 119.4 | 430.4 | 348.7 | |||||||||||||||||||
| Provision for credit losses | 0.7 | 1.8 | 2.7 | 2.3 | |||||||||||||||||||
| Selling, general and administrative | 108.6 | 97.6 | 328.6 | 292.2 | |||||||||||||||||||
| Depreciation and amortization | 1.4 | 1.8 | 4.4 | 5.1 | |||||||||||||||||||
| Loss on sale of property | — | — | — | 7.0 | |||||||||||||||||||
| Operating profit | $ | 28.9 | $ | 18.2 | $ | 94.7 | $ | 42.1 | |||||||||||||||
| Commercial vehicles sold | 270,000 | 185,000 | 784,000 | 574,000 | |||||||||||||||||||
| Dealer consignment vehicles sold | 205,000 | 187,000 | 604,000 | 541,000 | |||||||||||||||||||
| Total vehicles sold | 475,000 | 372,000 | 1,388,000 | 1,115,000 | |||||||||||||||||||
Gross merchandise value ("GMV") (in billions) | $ | 10.0 | $ | 7.3 | $ | 29.6 | $ | 21.7 | |||||||||||||||
| Auction and related fees yield | 2.5% | 2.9% | 2.5% | 2.9% | |||||||||||||||||||
* Includes depreciation and amortization
Overview of Marketplace Results for the Three Months Ended September 30, 2026 and 2025
Total Marketplace Revenue
Revenue from the Marketplace segment increased $57.1 million, or 15%, to $446.5 million for the three months ended September 30, 2026, compared with $389.4 million for the three months ended September 30, 2025. The increase in revenue was primarily attributable to the 28% increase in the number of vehicles sold. The change in revenue included the impact of a decrease in revenue of $3.1 million due to fluctuations in the euro and Canadian dollar exchange rates.
The 28% increase in the number of vehicles sold was comprised of a 46% increase in commercial vehicles sold and a 10% increase in dealer consignment vehicles sold. The increase in commercial vehicles sold was primarily due to the onboarding of a new private label customer and an increase in off-lease vehicles sold. The GMV of vehicles sold for the three months ended September 30, 2026 and 2025 was approximately $10.0 billion and $7.3 billion, respectively. The year-over-year increase in GMV for the three months ended September 30, 2026 was driven by the increase in vehicles sold and an increase in the average value of vehicles sold.
Auction and Related Fees
Auction and related fees increased $38.0 million, or 18%, to $253.2 million for the three months ended September 30, 2026, compared with $215.2 million for the three months ended September 30, 2025. Yield represents auction and related fees divided by GMV. Yield decreased 40 basis points to 2.5% for the three months ended September 30, 2026, compared with 2.9% for the three months ended September 30, 2025. The year-over-year decrease in consolidated yield for the three months ended September 30, 2026, was driven by an increased mix of commercial vehicles which carry lower yields than dealer consignment vehicles, as well as an increase in the average value of vehicles sold.
SaaS and Other Revenue
SaaS and other revenue increased $8.6 million, or 13%, to $73.9 million for the three months ended September 30, 2026, compared with $65.3 million for the three months ended September 30, 2025, primarily as a result of increases in other repossession revenue of $4.7 million due to increased repossession volumes, and SaaS revenues of $4.6 million, partially offset by a decrease in transportation revenue of approximately $0.7 million due to
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a lower transportation attach rate, which represents the percentage of vehicles sold through our marketplaces for which we provide transportation services.
Purchased Vehicle Sales
The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicles sold, which represent approximately 2% of total vehicles sold. Purchased vehicle sales increased $10.5 million, or 10%, to $119.4 million for the three months ended September 30, 2026, compared with $108.9 million for the three months ended September 30, 2025, primarily as a result of an increase in the number of purchased vehicles sold in the U.S. marketplace, partially offset by a decrease in the average selling price of purchased vehicles sold in the U.S. marketplace. The net U.S. increase was further offset by a decrease in the number of purchased vehicles sold in Europe, partially offset by an increase in the average selling price of purchased vehicles sold in Europe.
Gross Profit
For the three months ended September 30, 2026, gross profit from the Marketplace segment increased $20.2 million, or 17%, to $139.6 million, compared with $119.4 million for the three months ended September 30, 2025. Gross profit improvements were driven by a $22.0 million net increase in auction and service volumes, including the impact from a higher mix of commercial vehicles sold. The gross profit improvement also included a $1.4 million decrease in Canadian DST expense (repealed in March 2026). These improvements were partially offset by a $3.2 million decrease from pricing. In addition, gross profit was negatively affected by a lower transportation attach rate.
Gross profit from the Marketplace segment was 31.3% of revenue for the three months ended September 30, 2026, compared with 30.7% of revenue for the three months ended September 30, 2025. Gross profit as a percentage of revenue increased for the three months ended September 30, 2026 as compared with the three months ended September 30, 2025, due to increased auction and service volumes, including an increased mix of higher margin commercial vehicles.
Provision for Credit Losses
Provision for credit losses from the Marketplace segment decreased $1.1 million, or 61%, to $0.7 million for the three months ended September 30, 2026, compared with $1.8 million for the three months ended September 30, 2025, primarily as a result of initiatives implemented to reduce risk in the marketplace and initiatives to decrease bad debt.
Selling, General and Administrative
Selling, general and administrative expenses from the Marketplace segment increased $11.0 million, or 11%, to $108.6 million for the three months ended September 30, 2026, compared with $97.6 million for the three months ended September 30, 2025, primarily as a result of increases in professional fees of $2.6 million, compensation expense of $2.5 million, sales-related expenses of $2.5 million, stock-based compensation of $2.0 million, information technology costs of $1.2 million and other miscellaneous expenses aggregating $1.4 million, partially offset by a decrease in severance of $1.2 million.
Overview of Marketplace Results for the Nine Months Ended September 30, 2026 and 2025
Total Marketplace Revenue
Revenue from the Marketplace segment increased $199.2 million, or 18%, to $1,315.3 million for the nine months ended September 30, 2026, compared with $1,116.1 million for the nine months ended September 30, 2025. The increase in revenue was primarily attributable to the 24% increase in the number of vehicles sold. The change in revenue included the impact of an increase in revenue of $12.1 million due to fluctuations in the euro and Canadian dollar exchange rates.
The 24% increase in the number of vehicles sold was comprised of a 37% increase in commercial vehicles sold and a 12% increase in dealer consignment vehicles sold. The increase in commercial vehicles sold was primarily due to the onboarding of a new private label customer and an increase in off-lease vehicles sold. The GMV of vehicles sold for the nine months ended September 30, 2026 and 2025 was approximately $29.6 billion and $21.7 billion, respectively. The year-over-year increase in GMV for the nine months ended September 30, 2026 was driven by the increase in vehicles sold and an increase in the average value of vehicles sold.
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Auction and Related Fees
Auction and related fees increased $126.0 million, or 20%, to $754.0 million for the nine months ended September 30, 2026, compared with $628.0 million for the nine months ended September 30, 2025. Yield represents auction and related fees divided by GMV. Yield decreased 40 basis points to 2.5% for the nine months ended September 30, 2026, compared with 2.9% for the nine months ended September 30, 2025. The year-over-year decrease in consolidated yield for the nine months ended September 30, 2026, was driven by an increased mix of commercial vehicles which carry lower yields than dealer consignment vehicles, as well as an increase in the average value of vehicles sold.
SaaS and Other Revenue
SaaS and other revenue increased $19.8 million, or 10%, to $214.8 million for the nine months ended September 30, 2026, compared with $195.0 million for the nine months ended September 30, 2025, primarily as a result of increases in SaaS revenues of $11.2 million and other repossession revenue of $9.8 million due to increased repossession volumes, partially offset by a decrease in transportation revenue of $1.2 million due to a lower transportation attach rate.
Purchased Vehicle Sales
The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicles sold, which represent approximately 2% of total vehicles sold. Purchased vehicle sales increased $53.4 million, or 18%, to $346.5 million for the nine months ended September 30, 2026, compared with $293.1 million for the nine months ended September 30, 2025, primarily as a result of an increase in the number of purchased vehicles sold in the U.S. marketplace.
Gross Profit
For the nine months ended September 30, 2026, gross profit from the Marketplace segment increased $81.7 million, or 23%, to $430.4 million, compared with $348.7 million for the nine months ended September 30, 2025. Gross profit improvements were driven by a $54.2 million net increase in auction and service volumes, including the impact from a higher mix of commercial vehicles sold and partially offset by transportation margin compression. The gross profit improvement also included a $20.2 million benefit related to the rescission of the digital services tax in Canada (see below), which includes a $15.9 million reversal of previously recognized expense and a $4.3 million benefit from the absence of expense for the current period. Additional drivers include an $8.8 million increase from pricing, partially offset by a decrease in other miscellaneous items aggregating $1.5 million.
Gross profit from the Marketplace segment was 32.7% of revenue for the nine months ended September 30, 2026, compared with 31.2% of revenue for the nine months ended September 30, 2025. Gross profit as a percentage of revenue increased for the nine months ended September 30, 2026 as compared with the nine months ended September 30, 2025, primarily due to the reversal of the Canadian digital services tax, higher pricing and increased auction and service volumes, partially offset by reduced margins in transportation services, as a result of elevated fuel prices in North America. The $20.2 million benefit related to the rescission of the Canadian digital service tax increased gross profit as a percentage of revenue by 1.5%.
On June 28, 2024, Canada enacted a new 3% Digital Services Tax (“Canadian DST”) on certain online revenues, including online marketplace service revenues, of companies with consolidated revenues of at least €750 million. On March 26, 2026, Canada enacted a bill (C-15) including the repeal of the Canadian DST. This repeal is retroactive and applies to all periods since the tax's original inception. Consequently, the Company recorded an expense reversal of $15.9 million in the first quarter of 2026 (representing expense recorded in 2025 and prior periods, of which $4.3 million was recorded as expense in the first nine months of 2025). As of March 31, 2026, the Company recorded a receivable of $10.0 million (C$13.9 million) within trade receivables on the consolidated balance sheet, representing the refund due for amounts previously remitted to the Canada Revenue Agency. In the second quarter of 2026, the Company received the full cash refund.
Provision for Credit Losses
Provision for credit losses from the Marketplace segment increased $0.4 million, or 17%, to $2.7 million for the nine months ended September 30, 2026, compared with $2.3 million for the nine months ended September 30, 2025, mainly as a result of growth in the Marketplace business.
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Selling, General and Administrative
Selling, general and administrative expenses from the Marketplace segment increased $36.4 million, or 12%, to $328.6 million for the nine months ended September 30, 2026, compared with $292.2 million for the nine months ended September 30, 2025, primarily as a result of increases in stock-based compensation of $11.6 million, sales-related expenses of $9.0 million, compensation expense of $7.4 million, professional fees of $3.4 million, travel expenses of $2.3 million, information technology costs of $2.2 million, incentive-based compensation of $1.7 million, supplies expense of $1.3 million and other miscellaneous expenses aggregating $0.8 million, partially offset by a decrease in severance of $3.3 million.
Loss on Sale of Property
In April 2025, the Company closed on the sale of excess property in Montreal that was originally purchased as part of the December 2023 Manheim Canada acquisition. This transaction resulted in a loss on sale of approximately $7.0 million in the second quarter of 2025.
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Finance Results
As of and for the Three Months Ended September 30, | As of and for the Nine Months Ended September 30, | ||||||||||||||||||||||
| (Dollars in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Finance revenue | |||||||||||||||||||||||
| Interest revenue | $ | 60.8 | $ | 57.9 | $ | 172.2 | $ | 170.3 | |||||||||||||||
| Fee and other revenue | 53.9 | 51.1 | 156.2 | 153.8 | |||||||||||||||||||
| Total Finance revenue | 114.7 | 109.0 | 328.4 | 324.1 | |||||||||||||||||||
| Finance interest expense | 28.2 | 28.1 | 78.7 | 82.6 | |||||||||||||||||||
| Net Finance margin | 86.5 | 80.9 | 249.7 | 241.5 | |||||||||||||||||||
| Finance provision for credit losses | 7.7 | 9.7 | 24.9 | 27.2 | |||||||||||||||||||
| Cost of services (exclusive of depreciation and amortization) | 19.6 | 18.1 | 55.5 | 53.0 | |||||||||||||||||||
| Selling, general and administrative | 14.8 | 13.3 | 43.0 | 40.2 | |||||||||||||||||||
| Depreciation and amortization | 2.9 | 3.0 | 9.3 | 9.1 | |||||||||||||||||||
| Operating profit | $ | 41.5 | $ | 36.8 | $ | 117.0 | $ | 112.0 | |||||||||||||||
| Portfolio Performance Information | |||||||||||||||||||||||
| Floorplans originated | 284,000 | 265,000 | 823,000 | 793,000 | |||||||||||||||||||
| Floorplans curtailed* | 170,000 | 160,000 | 485,000 | 475,000 | |||||||||||||||||||
| Total loan transaction units | 454,000 | 425,000 | 1,308,000 | 1,268,000 | |||||||||||||||||||
| Total receivables managed | $ | 2,763.5 | $ | 2,489.3 | $ | 2,763.5 | $ | 2,489.3 | |||||||||||||||
| Average receivables managed** | $ | 2,700.9 | $ | 2,389.2 | $ | 2,568.8 | $ | 2,363.9 | |||||||||||||||
| Allowance for credit losses | $ | 30.0 | $ | 23.0 | $ | 30.0 | $ | 23.0 | |||||||||||||||
| Allowance for credit losses as a percentage of total receivables managed | 1.1% | 0.9% | 1.1% | 0.9% | |||||||||||||||||||
| Annualized finance provision for credit losses as a percentage of average receivables managed | 1.1% | 1.6% | 1.3% | 1.5% | |||||||||||||||||||
| Receivables delinquent as a percentage of total receivables managed | 0.6% | 0.3% | 0.6% | 0.3% | |||||||||||||||||||
* Floorplans curtailed represent existing loans that customers opt to extend beyond the initial term upon the customer making a partial principal payment and payment of accrued interest and fees.
** Average receivables managed is calculated based on the daily ending balance of total receivables managed.
| Yields (Annualized) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| % of Average Receivables Managed | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Finance revenue yield | |||||||||||||||||||||||
| Interest revenue | 8.9 | % | 9.6 | % | 9.0 | % | 9.6 | % | |||||||||||||||
| Fee and other revenue | 7.9 | % | 8.5 | % | 8.1 | % | 8.7 | % | |||||||||||||||
| Total Finance revenue yield | 16.8 | % | 18.1 | % | 17.1 | % | 18.3 | % | |||||||||||||||
| Finance interest expense | 4.1 | % | 4.7 | % | 4.1 | % | 4.6 | % | |||||||||||||||
| Net Finance margin | 12.7 | % | 13.4 | % | 13.0 | % | 13.7 | % | |||||||||||||||
Overview of Finance Results for the Three Months Ended September 30, 2026 and 2025
Revenue
For the three months ended September 30, 2026, the Finance segment revenue increased $5.7 million, or 5%, to $114.7 million, compared with $109.0 million for the three months ended September 30, 2025. The increase in revenue was primarily the result of a 7% increase in loan transaction units (vehicle finance transactions) and an increase in loan values, partially offset by decreases in interest yields driven by a decrease in average prime rates.
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Finance Interest Expense
For the three months ended September 30, 2026, finance interest expense increased $0.1 million, or less than 1%, to $28.2 million, compared with $28.1 million for the three months ended September 30, 2025. The increase in finance interest expense was attributable to an increase in the average balance on the AFC securitization obligations, partially offset by an approximately 0.6% decrease in the average interest rate on the securitization obligations.
Net Finance Margin (Annualized)
For the three months ended September 30, 2026, the net Finance margin percent decreased 0.7% to 12.7%, compared with 13.4% for the three months ended September 30, 2025. The decrease was attributable to a 0.6% decrease in fee and other revenue yield driven by the impact of predominantly fixed fees in relation to increasing loan values as well as other fee changes. The net interest yield was 4.8% and 4.9% for the three months ended September 30, 2026 and 2025, respectively.
Finance Provision for Credit Losses
For the three months ended September 30, 2026, the finance provision for credit losses decreased $2.0 million, or 21%, to $7.7 million, compared with $9.7 million for the three months ended September 30, 2025. The provision for credit losses decreased to 1.1% of the average receivables managed for the three months ended September 30, 2026 from 1.6% for the three months ended September 30, 2025. The provision for credit losses is expected to be approximately 2% or under, on a long-term basis, of the average receivables managed balance. However, the actual losses in any particular quarter or year could deviate from this range.
Cost of Services
For the three months ended September 30, 2026, cost of services for the Finance segment increased $1.5 million, or 8%, to $19.6 million, compared with $18.1 million for the three months ended September 30, 2025. The increase in cost of services was primarily the result of increases in compensation expense of $0.8 million, incentive-based compensation of $0.3 million and other miscellaneous expenses aggregating $0.4 million.
Selling, General and Administrative
Selling, general and administrative expenses for the Finance segment increased $1.5 million, or 11%, to $14.8 million for the three months ended September 30, 2026, compared with $13.3 million for the three months ended September 30, 2025 primarily as a result of increases in incentive-based compensation of $0.6 million, stock-based compensation of $0.6 million and professional fees of $0.4 million, partially offset by a net decrease in other miscellaneous expenses aggregating $0.1 million.
Overview of Finance Results for the Nine Months Ended September 30, 2026 and 2025
Revenue
For the nine months ended September 30, 2026, the Finance segment revenue increased $4.3 million, or 1%, to $328.4 million, compared with $324.1 million for the nine months ended September 30, 2025. The increase in revenue was primarily the result of a 3% increase in loan transaction units (vehicle finance transactions) and an increase in loan values, partially offset by decreases in interest yields driven by a decrease in average prime rates.
Finance Interest Expense
For the nine months ended September 30, 2026, finance interest expense decreased $3.9 million, or 5%, to $78.7 million, compared with $82.6 million for the nine months ended September 30, 2025. The decrease in finance interest expense was attributable to an approximately 0.7% decrease in the average interest rate on the securitization obligations, partially offset by an increase in the average balance on the AFC securitization obligations.
Net Finance Margin (Annualized)
For the nine months ended September 30, 2026, the net Finance margin percent decreased 0.7% to 13.0%, compared with 13.7% for the nine months ended September 30, 2025. The decrease was attributable to a 0.6% decrease in fee and other revenue yield driven by the impact of predominantly fixed fees in relation to increasing loan values as well as other fee changes. The net interest yield was approximately 4.9% and 5.0% for the nine months ended September 30, 2026 and 2025, respectively.
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Finance Provision for Credit Losses
For the nine months ended September 30, 2026, the finance provision for credit losses decreased $2.3 million, or 8%, to $24.9 million, compared with $27.2 million for the nine months ended September 30, 2025. The provision for credit losses decreased to 1.3% of the average receivables managed for the nine months ended September 30, 2026 from 1.5% for the nine months ended September 30, 2025. The provision for credit losses is expected to be approximately 2% or under, on a long-term basis, of the average receivables managed balance. However, the actual losses in any particular quarter or year could deviate from this range.
Cost of Services
For the nine months ended September 30, 2026, cost of services for the Finance segment increased $2.5 million, or 5%, to $55.5 million, compared with $53.0 million for the nine months ended September 30, 2025. The increase in cost of services was primarily the result of increases in compensation expense of $3.0 million and other miscellaneous expenses aggregating $0.4 million, partially offset by decreases in inventory audit expense of $0.9 million.
Selling, General and Administrative
Selling, general and administrative expenses for the Finance segment increased $2.8 million, or 7%, to $43.0 million for the nine months ended September 30, 2026, compared with $40.2 million for the nine months ended September 30, 2025 primarily as a result of increases in stock-based compensation of $3.2 million and other miscellaneous expenses aggregating $0.4 million, partially offset by decreases in postage expense of $0.8 million.
Select Finance Balance Sheet Items
| (Dollars in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Tangible Assets | |||||||||||
| Total assets | $ | 3,104.4 | $ | 2,763.6 | |||||||
| Intangible assets | 257.0 | 258.2 | |||||||||
| Tangible assets | $ | 2,847.4 | $ | 2,505.4 | |||||||
| Tangible parent equity | |||||||||||
| Total parent equity*** | $ | 783.7 | $ | 792.6 | |||||||
| Intangible assets | 257.0 | 258.2 | |||||||||
| Tangible parent equity*** | $ | 526.7 | $ | 534.4 | |||||||
*** Parent equity represents OPENLANE's net investment in AFC. Tangible parent equity is a non-GAAP measure of AFC's capital.
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LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2026, our sources of liquidity consisted of cash on hand, working capital and amounts available under our Revolving Credit Facilities. Our principal ongoing sources of liquidity consist of cash generated by operations and borrowings under our Revolving Credit Facilities.
| (Dollars in millions) | September 30, 2026 | December 31, 2025 | September 30, 2025 | ||||||||||||||
| Cash and cash equivalents | $ | 244.9 | $ | 141.5 | $ | 119.3 | |||||||||||
| Working capital | 494.5 | 407.7 | 428.5 | ||||||||||||||
| Amounts available under the Revolving Credit Facilities | 405.3 | 409.9 | 408.1 | ||||||||||||||
Cash provided by operating activities for the nine months ended | 309.5 | 266.4 | |||||||||||||||
We regularly evaluate alternatives for our capital structure and liquidity given our expected cash flows, growth and operating capital requirements as well as capital market conditions.
Summary of Cash Flows
Nine Months Ended September 30, | |||||||||||
| (Dollars in millions) | 2026 | 2025 | |||||||||
| Net cash provided by (used by): | |||||||||||
| Operating activities | $ | 309.5 | $ | 266.4 | |||||||
| Investing activities | (407.9) | (195.5) | |||||||||
| Financing activities | 207.3 | (119.9) | |||||||||
| Effect of exchange rate on cash | (14.7) | 11.7 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | $ | 94.2 | $ | (37.3) | |||||||
Cash flow from operating activities Net cash provided by operating activities was $309.5 million for the nine months ended September 30, 2026, compared with $266.4 million for the nine months ended September 30, 2025. Cash provided by operating activities for the nine months ended September 30, 2026 consisted primarily of cash earnings and an increase in accounts payable and accrued expenses, partially offset by an increase in trade receivables and other assets. Cash provided by operating activities for the nine months ended September 30, 2025 consisted primarily of cash earnings and an increase in accounts payable and accrued expenses, partially offset by an increase in trade receivables and other assets. The increase in operating cash flow was primarily attributable to increased profitability and changes in operating assets and liabilities as a result of the timing of collections and disbursement of funds to consignors for marketplace sales held near period-ends.
Changes in AFC’s accounts payable balance are presented in cash flows from operating activities, while changes in AFC’s finance receivables are presented in cash flows from investing activities and changes in AFC's obligations collateralized by finance receivables are presented in cash flows from financing activities. Variations in these balances can lead to significant fluctuations across operating, investing and financing cash flows. Growth and contraction in AFC’s finance receivables portfolio can result in significant swings in cash flows in a given period as approximately 70% to 75% of AFC’s finance receivables portfolio is funded through its securitization facilities with the remainder funded through other sources of liquidity including cash on hand and working capital.
Cash flow from investing activities Net cash used by investing activities was $407.9 million for the nine months ended September 30, 2026, compared with $195.5 million for the nine months ended September 30, 2025. The cash used by investing activities for the nine months ended September 30, 2026 was primarily from an increase in finance receivables held for investment and purchases of property, equipment and computer software. The cash used by investing activities for the nine months ended September 30, 2025 was primarily from an increase in finance receivables held for investment and purchases of property, equipment and computer software, partially offset by proceeds from the sale of property.
Cash flow from financing activities Net cash provided by financing activities was $207.3 million for the nine months ended September 30, 2026, compared with net cash used by financing activities of $119.9 million for the nine months ended September 30, 2025. The cash provided by financing activities for the nine months ended September 30, 2026 was primarily due to a net increase in obligations collateralized by finance receivables, partially
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offset by repurchases and retirement of common stock. The U.S. and Canadian securitization amendments in September 2026 yielded approximately $58 million of incremental borrowing. The cash used by financing activities for the nine months ended September 30, 2025 was primarily due to payments on long-term debt, repurchases and retirement of common stock and dividends paid on the Series A Preferred Stock, partially offset by a net increase in obligations collateralized by finance receivables and a net increase in book overdrafts.
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1 Q2 | 2026 Q3 2026 Earnings November 4, 2026
2 Q3 | 2026 Forward-Looking Statements Certain statements contained in this presentation include, and OPENLANE may make related oral, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements made that are not historical facts (including but not limited to expectations, estimates, assumptions, projections and/or financial guidance) may be forward-looking statements. Words such as "should," "may," "will," "would," "anticipate," "expect," "project," "intend,“ “contemplate,” "plan," "believe," "seek," "estimate," "assume," “can,” "could," "continue,” "outlook," “target” and similar expressions identify forward-looking statements. Such statements are based on management's current assumptions, expectations and/or beliefs, are not guarantees of future performance and are subject to substantial risks, uncertainties and changes that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" in OPENLANE’s annual and quarterly periodic reports, and in OPENLANE’s other filings and reports filed with the Securities and Exchange Commission. Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. The forward-looking statements are made as of the date of this presentation. OPENLANE undertakes no obligation to update any forward-looking statements. Non-GAAP Financial Measures In addition to the financial measures contained in this presentation that are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), this presentation also includes certain non-GAAP financial measures. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Free Cash Flow, Adjusted Free Cash Flow Conversion, Operating adjusted income, and Operating adjusted income per diluted share (or “Operating Adjusted EPS”) as presented herein are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with GAAP. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Management believes that these measures provide investors additional meaningful methods to evaluate certain aspects of OPENLANE’s results period over period and for the other reasons set forth below. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. Reconciliations of each non-GAAP financial measure to its most comparable GAAP financial measure are provided in the Reconciliations section of the presentation. EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items of income and expense and expected incremental revenue and cost savings as described in our senior secured credit agreement covenant calculations. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal measures of performance used by our creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate our performance. Adjusted EBITDA Margin represents Adjusted EBITDA divided by revenue. Free Cash Flow (or “FCF”) is defined as net cash provided by operating activities, less purchases of property, equipment and computer software. Adjusted Free Cash Flow is Free Cash Flow adjusted for the cash portion of EBITDA addbacks to calculate Adjusted EBITDA, the net change in finance receivables held for investment and the net change in obligations collateralized by finance receivables. Management uses Adjusted Free Cash Flow to measure the funds generated in a given period that are available for capital allocation. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA. Operating adjusted income is defined as net income adjusted for acquired amortization expense, gains/losses on sale of property or businesses, impairments to goodwill or other intangible assets and certain other non-recurring items. Amortization expense associated with acquired intangible assets is not representative of ongoing capital expenditures but has a continuing effect on our reported results. Management believes Operating adjusted income provides comparability to other companies that may not have incurred these types of non-cash expenses or that report a similar measure. Operating Adjusted EPS represents Operating adjusted income divided by weighted average diluted shares, with preferred shares treated as converted for the entire period.
3 Q2 | 20263 Letter to Stockholders Peter Kelly, CEO The positive momentum OPENLANE sustained in the third quarter reinforces the strength of our strategy and the differentiated value we deliver. On a consolidated basis, we grew revenue by 13%, delivered Adjusted EBITDA of $107 million and generated $97 million in cash from operations. In our Marketplace segment, we grew GMV by 38% to $10 billion. This was driven by a 22% increase in US dealer-to-dealer volumes, which meaningfully outpaced the industry, and a 46% increase in commercial volumes, or 17% excluding the addition of our latest commercial customer. AFC also posted another strong quarter, growing loan transactions by 7%, holding loan losses to just 1.1% and delivering $49 million in adjusted EBITDA, a 13% increase. Looking ahead, we will continue to benefit from the upward-trending inflection in off-lease vehicles while leveraging OPENLANE’s unique advantages with AFC’s independent dealers and the franchise dealers in our private label programs to enhance our dealer-to-dealer marketplace. We believe the recent changes to our competitive landscape provide OPENLANE with a unique opportunity to gain additional market share, and we remain well-positioned for sustained growth, profitability and cash generation.
Q3 | 2026 4 We connect the leading automotive manufacturers, dealers, rental companies, fleet operators, captive finance and lending institutions as buyers and sellers to create the most advanced digital marketplace for wholesale used vehicles. Marketplace Segment About Our Company Two Business Segments Finance Segment Best Marketplace Best Experience Best Technology Strategic Differentiators Our Purpose We make wholesale easy so our customers can be more successful.
Q3 | 2026 5 total vehicles sold average listings per month gross merchandise value 1.7M 200K+ $37B Commercial 40+ exclusive OEM & financial institution customers Marketplace Segment: OPENLANE Digital Marketplace Leader With Deep Strength in Dealer & Commercial Vehicles Dealer 50K active buyers and sellers in the marketplace Total vehicles sold and gross merchandise value are TTM (trailing twelve months) data. Average listings per month is 2025 data.
Q3 | 2026 6 Floorplan Lifecycle Finance Segment: AFC Highly Digital Model With Localized Approach Finance Purchase1 Manage Account Add Ancillary Services Payoff Vehicle Application Underwriting finance transactions 1.7M 1.5-2% 15K unique independent dealers $2.5B average receivables managed 1 Includes both auction and non-auction purchases, such as consumer trade-ins. Finance transactions and average receivables managed are TTM data. Unique independent dealers is 2025 data.
Q3 | 2026 7 Highly Synergistic Business Model Marketplace Segment Finance Segment Cross-pollination of dealer recruitment & engagement Dealer credit drives transactions & wallet-share Bundled products, services & promotions Cash generation for investment in innovation
8 Q2 | 2026 Financial Highlights
Q3 | 2026 9 Q3 2026 Financial Highlights Q3’26 Q3’25 YOYΔ Revenue $561.2M $498.4M 13% Net Income $44.7M $47.9M (7%) Adjusted EBITDA $106.8M $87.1M 23% Adjusted EBITDA Margin 19.0% 17.5% 150 bps Cash Flow from Operating Activities $97.1M $72.2M 34% Adjusted Free Cash Flow $124.2M $4.6M 2600% Net Income Per Share1 $0.36 $0.25 44% Operating Adjusted EPS1 $0.43 $0.35 23% 1 Per share amounts are presented on a diluted basis. Operating Adjusted EPS also assumes conversion of preferred shares on January 1 of each respective period.
Q3 | 2026 10 Growth Profitability Cash Generation YOY Growth 8% 9% 15% 15% 13% Adjusted EBITDA Margin 17% 15% 18% 19% 19% Adjusted EBITDA Net IncomeRevenue Excl. Purchased Vehicles Adjusted FCF Cash Flow from Operating ActivitiesPurchased Vehicles Adjusted FCF Conversion (TTM) 61% 89% 75% 62% 90% Q3 2026 Financial Trends ($ in millions)
Q3 | 2026 11 DealerCommercial GMV ($B) Units (000s) Yield (%)GMV ($B) Units (000s) Yield (%) Q3 2026 Operational Marketplace Metrics Gross merchandise value (“GMV”) represents the total dollar value of vehicles sold through our marketplaces. Yield represents Auction and Related Fees divided by GMV.
Q3 | 2026 12 Q3 2026 Operational AFC Metrics Net Finance Margin2 Loan Loss Rate 1 Calculated based on the daily ending balance of total receivables managed. 2 Net Finance Margin was previously labeled "Net Finance Yield." There has been no change to the underlying metric. Avg Receivables Managed1 ($ in millions)
Q3 | 2026 13 Full-Year FY26 Guidance 2026 Guidance (In millions, except per share amounts) Previous Guidance (August 4, 2026) Revised Guidance (November 4, 2026) Adjusted EBITDA $385 to $400 $390 to $400 Operating Adjusted EPS $1.40 to $1.50 $1.45 to $1.52 Capital Expenditures $55 to $60 $55 to $60 Note: Per share amounts are presented on a diluted basis. Revised guidance is based on Net Income of $169 million to $177 million and Net Income per Share of $1.27 to $1.34 (up from previous guidance of $163 million to $176 million and $1.23 to $1.33, respectively).
Q3 | 2026 14 Upcoming Investor Events DATE & LOCATION CONFERENCE PARTICIPANTS NOV 17–19 Nashville, Tennessee Stephens Annual Investment Conference Fireside Chat: Nov. 17 at 8:45 a.m. CT Brad Herring, EVP & CFO James Coyle, EVP & President, Marketplace NOV 30–DEC 3 Scottsdale, Arizona UBS Global Technology and AI Conference Peter Kelly, CEO Brad Herring, EVP & CFO DEC 7–9 Rancho Palos Verdes, California Wells Fargo TMT Summit Peter Kelly, CEO Brad Herring, EVP & CFO Information about the events, including webcast links where available, may be found in the investor relations section of corporate.openlane.com. OPENLANE also announces participation in the following upcoming investor conferences and events Fireside Chat: Dec. 8 at 12:45 p.m. PT
15 Q2 | 2026 Reconciliations and Other
Q3 | 2026 16 Quarterly Revenue ($ in millions), (Unaudited) 2024 2025 2026 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Operating revenues Auction and related fees $180.4 $182.7 $188.2 $184.0 $198.9 $213.9 $215.2 $205.5 $241.8 $259.0 $253.2 SaaS and other revenue 79.7 73.1 73.1 69.2 66.6 63.1 65.3 62.1 67.5 73.4 73.9 Purchased vehicle sales 58.2 80.2 93.0 95.6 85.7 98.5 108.9 117.1 112.2 114.9 119.4 Finance revenue 111.6 107.8 105.5 106.2 108.9 106.2 109.0 109.6 106.4 107.3 114.7 Total operating revenues $429.9 $443.8 $459.8 $455.0 $460.1 $481.7 $498.4 $494.3 $527.9 $554.6 $561.2
Q3 | 2026 17 Q3 2026 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended September 30, 2026 Marketplace Finance Consolidated Net income $14.1 $30.6 $44.7 Add back: Income taxes 5.2 10.2 15.4 Finance interest expense - 28.2 28.2 Interest expense, net of interest income 9.0 - 9.0 Depreciation and amortization 18.6 2.9 21.5 EBITDA $46.9 $71.9 $118.8 Non-cash stock-based compensation 5.6 1.6 7.2 Loss on extinguishment of debt - 0.7 0.7 Securitization interest - (25.9) (25.9) Severance 1.2 0.1 1.3 Foreign currency losses 0.5 - 0.5 ERP implementation costs 0.5 0.1 0.6 Transaction-related costs 1.4 0.3 1.7 Other 1.7 0.2 1.9 Total addbacks (deductions) 10.9 (22.9) (12.0) Adjusted EBITDA $57.8 $49.0 $106.8 Revenue $446.5 $114.7 $561.2 Net income margin 3.2% 26.7% 8.0% Adjusted EBITDA Margin 12.9% 42.7% 19.0%
Q3 | 2026 18 Q2 2026 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended June 30, 2026 Marketplace Finance Consolidated Net income $15.1 $29.2 $44.3 Add back: Income taxes 7.4 9.4 16.8 Finance interest expense - 25.7 25.7 Interest expense, net of interest income 9.0 - 9.0 Depreciation and amortization 19.1 3.2 22.3 EBITDA $50.6 $67.5 $118.1 Non-cash stock-based compensation 6.9 2.0 8.9 Securitization interest - (23.1) (23.1) Severance 1.1 - 1.1 Foreign currency gains (1.2) - (1.2) ERP implementation costs 0.5 0.1 0.6 Realized gain on investment securities (1.3) - (1.3) Other 0.1 - 0.1 Total addbacks (deductions) 6.1 (21.0) (14.9) Adjusted EBITDA $56.7 $46.5 $103.2 Revenue $447.3 $107.3 $554.6 Net income margin 3.4% 27.2% 8.0% Adjusted EBITDA Margin 12.7% 43.3% 18.6%
Q3 | 2026 19 Q1 2026 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended March 31, 2026 Marketplace Finance Consolidated Net income $21.2 $27.7 $48.9 Add back: Income taxes 7.2 9.2 16.4 Finance interest expense - 24.8 24.8 Interest expense, net of interest income 9.7 - 9.7 Depreciation and amortization 19.7 3.2 22.9 EBITDA $57.8 $64.9 $122.7 Non-cash stock-based compensation 7.6 2.1 9.7 Securitization interest - (22.0) (22.0) Severance 1.6 0.1 1.7 Foreign currency losses (gains) 0.1 (0.1) - ERP implementation costs 0.3 0.1 0.4 Impact of Canadian DST related to prior years (15.9) - (15.9) Other 0.1 - 0.1 Total addbacks (deductions) (6.2) (19.8) (26.0) Adjusted EBITDA $51.6 $45.1 $96.7 Revenue $421.5 $106.4 $527.9 Net income margin 5.0% 26.0% 9.3% Adjusted EBITDA Margin 12.2% 42.4% 18.3%
Q3 | 2026 20 Q4 2025 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended December 31, 2025 Marketplace Finance Consolidated Net income $25.8 $33.7 $59.5 Add back: Income taxes (30.9) 3.1 (27.8) Finance interest expense - 27.3 27.3 Interest expense, net of interest income 9.6 - 9.6 Depreciation and amortization 20.1 3.2 23.3 EBITDA $24.6 $67.3 $91.9 Non-cash stock-based compensation 3.9 1.1 5.0 Securitization interest - (24.9) (24.9) Severance 1.4 0.7 2.1 Foreign currency losses 1.1 0.1 1.2 ERP implementation costs 0.5 0.1 0.6 Other 0.1 - 0.1 Total addbacks (deductions) 7.0 (22.9) (15.9) Adjusted EBITDA $31.6 $44.4 $76.0 Revenue $384.7 $109.6 $494.3 Net income margin 6.7% 30.7% 12.0% Adjusted EBITDA Margin 8.2% 40.5% 15.4%
Q3 | 2026 21 Q3 2025 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended September 30, 2025 Marketplace Finance Consolidated Net income $18.5 $29.4 $47.9 Add back: Income taxes 0.8 7.4 8.2 Finance interest expense - 28.1 28.1 Interest expense, net of interest income 0.6 - 0.6 Depreciation and amortization 19.7 3.0 22.7 EBITDA $39.6 $67.9 $107.5 Non-cash stock-based compensation 3.4 1.0 4.4 Securitization interest - (25.6) (25.6) Severance 2.3 0.1 2.4 Foreign currency (gains) losses (1.7) 0.1 (1.6) Total addbacks (deductions) 4.0 (24.4) (20.4) Adjusted EBITDA $43.6 $43.5 $87.1 Revenue $389.4 $109.0 $498.4 Net income margin 4.8% 27.0% 9.6% Adjusted EBITDA Margin 11.2% 39.9% 17.5%
Q3 | 2026 22 Operating Adjusted EPS Reconciliation ($ in millions, except per share amounts), (Unaudited) Three Months ended September 30, 2026 2025 Net income $44.7 $47.9 Acquired amortization expense 7.8 8.4 Loss on extinguishment of debt 0.7 - ERP implementation costs 0.6 - Transaction-related costs 1.7 - Other 1.9 - Income taxes (1) (3.0) (5.7) Operating adjusted income $54.4 $50.6 Operating Adjusted EPS (2) $0.43 $0.35 Weighted average diluted shares - including assumed conversion of preferred shares on January 1 of each respective period 125.4 144.0 (1) For the three and nine months ended September 30, 2026 and 2025, each tax-deductible item was booked to the applicable statutory rate. (2) The Series A Preferred Stock dividends and undistributed earnings allocated to participating securities have not been included in the determination of Operating adjusted income for purposes of calculating Operating Adjusted EPS.
Q3 | 2026 23 Adjusted Free Cash Flow Reconciliation ($ in millions), (Unaudited) 2024 2025 2026 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Net cash provided by operating activities $122.4 $32.7 $122.6 $71.6 $72.2 $125.5 $159.6 $52.8 $97.1 Purchases of property, equipment and computer software (13.1) (14.0) (11.9) (14.2) (14.6) (14.7) (13.1) (13.8) (13.8) Free Cash Flow 109.3 18.7 110.7 57.4 57.6 110.8 146.5 39.0 83.3 Severance 2.0 1.2 3.9 2.1 1.6 2.6 3.1 1.2 1.5 Other 0.2 0.2 0.5 0.6 0.1 0.8 0.1 1.5 2.2 Net (increase) decrease in finance receivables held for investment 17.3 (147.1) (19.8) (25.2) (151.1) 60.8 (30.5) (186.2) (150.9) Net (decrease) increase in obligations collateralized by finance receivables (36.9) 142.5 (2.2) 51.6 96.4 (63.4) (63.1) 197.9 188.1 Adjusted Free Cash Flow $91.9 $15.5 $93.1 $86.5 $4.6 $111.6 $56.1 $53.4 $124.2 Net income $28.4 $52.3 $36.9 $33.4 $47.9 $59.5 $48.9 $44.3 $44.7 Operating cash flow conversion (TTM) 395% 266% 246% 231% 175% 221% 226% 204% 220% Adjusted EBITDA $74.5 $72.7 $82.8 $86.7 $87.1 $76.0 $96.7 $103.2 $106.8 Adjusted Free Cash Flow Conversion (TTM) 71% 70% 88% 91% 61% 89% 75% 62% 90%
Q3 | 2026 24 2026 Guidance Reconciliation 2026 GUIDANCE - PREVIOUS 2026 GUIDANCE - REVISED (In millions, except per share amounts) (Unaudited) Low High Low High Net income $163 $176 $169 $177 Add back: Income taxes 59 63 61 64 Finance interest expense 106 106 107 107 Interest expense, net of interest income 40 38 38 37 Depreciation and amortization 90 90 88 89 EBITDA $458 $473 $463 $474 Total addbacks (deductions), net (73) (73) (73) (74) Adjusted EBITDA $385 $400 $390 $400 Net income per share – diluted * $1.23 $1.33 $1.27 $1.34 Net income $163 $176 $169 $177 Total adjustments, net 13 13 13 14 Operating adjusted income $176 $189 $182 $191 Operating Adjusted EPS $1.40 $1.50 $1.45 $1.52 Weighted average diluted shares – including assumed conversion of preferred shares on January 1, 2026 126 126 125 125 * The company uses the two-class method of calculating net income per diluted share. Under the two-class method, net income is adjusted for dividends and undistributed earnings (losses) to the previous holders of the Series A Preferred Stock (based on the weighted average number of participating securities outstanding during the period).