OPENLANE Inc美股招股说明书(2025-10-20版)

Series A Convertible Preferred StockCommon Stock This Prospectus Supplement No. 1 (this “prospectus supplement”) amends and supplements information contained or incorporated by referencein the prospectus, dated February 22, 2024 (the “prospectus”). The selling stockholders named herein may sell or transfer, from time to time, thesecurities offered pursuant to this prospectus supplement in a number of different ways and at varying prices. We will not receive any proceeds fromsale of securities by the selling stockholders. This prospectus supplement should be read in conjunction with, and is qualified by reference to, the prospectus, except to the extent thatinformation contained herein supersedes the information contained or incorporated by reference in the prospectus. This prospectus supplement mayonly be delivered or used in connection with, the prospectus. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “KAR.” Our Series A Convertible PreferredStock (the “Series A Preferred Stock”) is not listed on any exchange. Investing in our common stock or Series A Preferred Stock involves a high degree of risk. See “Risk Factors”beginning on page4 of the prospectus and in the documents incorporated by reference therein to read aboutfactors you should consider before buying shares of our common stock or Series A Preferred Stock. Neither the Securities and Exchange Commission nor any state or other domestic or foreign securities commission orregulatory authority has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense. The date of this prospectus supplement is October 20, 2025 SELLING STOCKHOLDERS The following information amends and supplements the information that appears under the heading “Selling Stockholders” in theprospectus. This prospectus supplement provides that up to the number of shares of Series A Preferred Stock and the number of shares ofcommon stock set forth below may be resold by the selling stockholders named below. In October 2025, Periphas Kanga Holdings, LP distributed the number of shares of Series A Preferred Stock set forth below toSKM, LLC, Jeffrey Dodge and the Jeffrey Lynn Dodge 2011 Family Trust (collectively, the “Selling Stockholders”). The table thatappears under the heading “Selling Stockholders” in the prospectus is being amended and supplemented to (i) remove Periphas KangaHoldings, LP as a selling stockholder, and (ii) add the Selling Stockholders as selling stockholders. This prospectus supplement doesnot impact any other selling stockholders set forth in the table appearing under the heading “Selling Stockholders” in the prospectus. The percentage ownership data is based on 106,303,637 shares of common stock outstanding as of July 31, 2025. We have prepared the table below based on information given to us by, or on behalf of, the Selling Stockholders on or before thedate of this prospectus supplement.