OPENLANE, Inc. Files 8-K on Material Agreement & Financial Obligation

TL;DR

OPENLANE just filed an 8-K for a new material agreement and financial obligation. Big stuff happening.

AI Summary

On October 8, 2025, OPENLANE, Inc. filed an 8-K report detailing a material definitive agreement and the creation of a direct financial obligation. The filing also includes other events and financial statements/exhibits. OPENLANE, Inc. was formerly known as KAR Auction Services, Inc. and KAR Holdings, Inc.

Why It Matters

This filing indicates OPENLANE, Inc. has entered into a significant new agreement that likely involves financial commitments, which could impact its future financial performance and operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce new risks and financial commitments that may affect the company's stability and future performance.

Key Players & Entities

• OPENLANE, Inc. (company) — Registrant
• KAR Auction Services, Inc. (company) — Former Company Name
• KAR Holdings, Inc. (company) — Former Company Name
• October 8, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share KAR New York Stock Exchan
• $550,000,000 — an aggregate principal amount equal to $550,000,000 (the " 2025 Incremental Term Loans ").
• $482,431,500 — tock "), for aggregate consideration of $482,431,500 (the " Apax Repurchase ") and (ii) Pref
• $76,477,055 — Stock for an aggregate consideration of $76,477,055 (the " Periphas Repurchase " and togeth

Filing Documents

• tm2528096d1_8k.htm (8-K) — 30KB
• tm2528096d1_ex10-1.htm (EX-10.1) — 1288KB
• tm2528096d1_ex99-1.htm (EX-99.1) — 7KB
• tm2528096d1_8kimg001.jpg (GRAPHIC) — 14KB
• tm2528096d1_ex99-1img001.jpg (GRAPHIC) — 7KB
• tm2528096d1_ex99-1img002.jpg (GRAPHIC) — 7KB
• 0001104659-25-097925.txt ( ) — 1825KB
• kar-20251008.xsd (EX-101.SCH) — 3KB
• kar-20251008_lab.xml (EX-101.LAB) — 33KB
• kar-20251008_pre.xml (EX-101.PRE) — 22KB
• tm2528096d1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement . On October 8, 2025, OPENLANE, Inc. (the " Company "), a Delaware corporation, entered into a Second Amendment Agreement (the " Second Amendment ") to the Credit Agreement, dated as of June 23, 2023 (as amended by the First Amendment Agreement, dated as of January 19, 2024, and as further amended by the Second Amendment, the " Credit Agreement "), among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the " Administrative Agent "). The Second Amendment provides for, among other things, the incurrence of incremental term loans in an aggregate principal amount equal to $550,000,000 (the " 2025 Incremental Term Loans "). The proceeds of the 2025 Incremental Term Loans may be used by the Company (x) to finance the Repurchases (as defined below) and (y) to pay fees, costs and expenses incurred in connection with the establishment of the 2025 Incremental Term Loans and the Repurchases. Loans under the 2025 Incremental Term Loans will bear interest at a rate calculated based on the type of borrowing (at the Company's election, either Adjusted Term SOFR Rate or Base Rate (each as defined in the Credit Agreement)). The 2025 Incremental Term Loans will bear interest at (i) in the case of any Term Benchmark Loans and RFR Loans (each as defined in the Credit Agreement), the Adjusted Term SOFR Rate plus a margin of 2.50% and (ii) in the case of any Base Rate Loans (as defined in the Credit Agreement), the Base Rate plus a margin of 1.50%. The obligations of the Company under the 2025 Incremental Term Loans are guaranteed by certain of the Company's domestic subsidiaries (the " Subsidiary Guarantors ") and are secured by substantially all of the assets of the Company and the Subsidiary Guarantors, subject to certain exceptions. Certain of the lenders and agents and their respective affiliates have, from time to time, performed, and may in the future perform, various financia

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant . The information required by Item 2.03 contained in Item 1.01 above is incorporated by reference into this Item 2.03.

01. Other Events

Item 8.01. Other Events . On October 8, 2025, the Company closed the transactions contemplated by the previously disclosed (i) Preferred Stock Repurchase Agreement, dated as of September 9, 2025, between the Company and Ignition Acquisition Holdings LP (" Apax "), a Delaware limited partnership and affiliate of funds managed, advised or controlled by Apax Partners LLP, pursuant to which the Company agreed to repurchase from Apax 288,322 shares of the Company's Series A Convertible Preferred Stock, par value $0.01 per share (the " Series A Preferred Stock "), for aggregate consideration of $482,431,500 (the " Apax Repurchase ") and (ii) Preferred Stock Repurchase Agreement, dated as of September 9, 2025, between the Company and Periphas Kanga Holdings, LP, (" Periphas " and together with Apax, the " Stockholders "), a Delaware limited partnership, pursuant to which the Company agreed to repurchase from Periphas 45,706 shares of Series A Preferred Stock for an aggregate consideration of $76,477,055 (the " Periphas Repurchase " and together with the Apax Repurchase, the " Repurchases "). The shares of Series A Preferred Stock subject to the Repurchases have been cancelled. On October 8, 2025, the Company issued a press release announcing entry into the Credit Agreement and closing of the Repurchases. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT NO. DESCRIPTION OF EXHIBIT 10.1 Second Amendment Agreement, dated as of October 8, 2025, by and among the Company, certain other subsidiaries of the Company party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. 99.1 Press Release, dated October 8, 2025. 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: October 8, 2025 OPENLANE, Inc. /s/ Bradley Herring Bradley Herring Executive Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR