OPENLANE Inc 2024年度报告

Commission File Number:001-34568 OPENLANE,Inc.(Exact name of Registrant as specified in its charter) 20-8744739 (I.R.S. Employer Identification No.) 11299 N. Illinois Street,Suite 500,Carmel,Indiana46032(Address of principal executive offices, including zip code)Registrant's telephone number, including area code:(800)923-3725 Name of each exchange on which registered New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule12b-2 of the Exchange Act. Accelerated filer☐Non-accelerated filer☐Smallerreportingcompany☐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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ The aggregate market value of the registrant's common stock held by stockholders who were not affiliates (as defined by regulations of the Securities and ExchangeCommission) of the registrant was $1,792,527,286atJune30, 2024. As of February14, 2025,106,910,777shares of the registrant's common stock, par value $0.01per share, were outstanding. Documents Incorporated by Reference Certain information required by PartIII of this Annual Report on Form10-K is incorporated by reference herein from the registrant's Definitive Proxy Statement for its 2025Annual Meeting of Stockholders to be filed with the SEC within 120days after the end of the registrant's fiscal year ended December31, 2024. Table of Contents Index PageDefined TermsPART IItem1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem 1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem 4.Mine Safety DisclosuresPART IIItem5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6.[Reserved]Item7.Management's Discussion and Analysis of Financial Condition and Results of OperationsItem7A.Quantitative and Qualitative Disclosures About Market RiskItem8.Financial Statements and Supplementary DataItem9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem9A.Controls and ProceduresItem9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsPART IIIItem10.Directors, Executive Officers and Corporate GovernanceItem11.Executive CompensationItem12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem13.Certain Relationships and Related Transactions, and Director IndependenceItem14.Principal Accountant Fees and ServicesPART IVItem15.Exhibit and Financial Statement SchedulesItem 16.Form 10-K SummarySignatures DEFINED TERMS Unless otherwise indicated or unless the context otherwise requires, the following terms used in this Annual Report on Form10-K have thefollowing