Financial Highlights $2.4BAFC AverageReceivables Managed $29BMarketplace GrossMerchandise Value 1.5MCommercial & DealerVehicle Transactions To Our Stockholders: OPENLANE had a very successful 2025, and I am verypleased with the results our company delivered. Throughout the year, I was often asked the question,“what is fueling OPENLANE’s success?” And while there arecountless contributing individuals and factors across ourorganization, I believe the foundation of our success — is theOPENLANE culture. When we rebranded to OPENLANE in 2023, we didn’t justreplace the old brands with a new name and logo. We brokedown internal walls and forged something entirely new. Onecompany, one team and one culture unified around a singlepurpose: “to make wholesale easy so our customers can bemore successful.” Everything we do is aimed at increasing the success of ourcustomers, and I believe the output of this culture and ourpurpose are clearly evidenced in OPENLANE’s success in 2025. Results Last year, OPENLANE sold nearly 1.5 million vehicles andgenerated $1.9 billion in total revenue representing 8% growth,$333 million in Adjusted EBITDA* representing 13% growth,and $392 million in cash flow from operations representing34% growth. Peter KellyCEO, OPENLANE Our Marketplace segment increased gross merchandisevalue by 6% to $29 billion, and delivered a 15% increase indealer-to-dealer volumes, a 13% increase in auction andrelated fees revenue, and a 17% increase in Adjusted EBITDA*to $157 million. These resultsreinforce thestrength andscalability ofOPENLANE’sstrategyand digitaloperating model“ Our Finance segment, AFC, also had a stand-out year,holding loan losses to 1.6%, near the bottom end of ourhistorical range, and generating 11% growth in AdjustedEBITDA* to $176 million. These results reinforce the strength and scalability ofOPENLANE’s strategy and digital operating model, andI remain very optimistic about our ability to deliver long-term growth, profitability and shareholder value. Looking Ahead OPENLANE enters 2026 from a position of financial strength and accelerating momentum. In our commercial business, our market leading position will benefit from growth in off-leasereturns, a decline in consumer lease-equity, and a secular trend towards selling digitally.We are also highly focused on the 15,000 franchise dealers enrolled in our commercial privatelabel programs and activating them into the broader OPENLANE marketplace. In dealer-to-dealer, our growth is outpacing the industry, we are taking market share, andthird-party research suggests we are the most preferred digital marketplace. We will continueto lean into our go-to-market efforts, and our value proposition in terms of speed, ease andbetter outcomes remains highly compelling. We are also advancing a deep pipeline of innovation, injecting AI into key areas such as vehiclerecommendations, predictive pricing, and inventory management, and we are empowering ourcustomers with more technology, data and insights than ever before.To Our Stockholders continued In our Finance segment, AFC remains a category leader. We expect solid performance in 2026,as we focus on responsible growth, risk management and cross-pollinating our independentdealer-base with the OPENLANE marketplace. We will continue to lean into our go-to-marketefforts, and our value proposition in terms ofspeed, ease and better outcomes remainshighly compelling.“ Closing I’d like to close by referencing OPENLANE’s vision, “to build the world’s greatest digital marketplacesfor used vehicles.” This vision is aspirational, but I raise it to be clear that despite our recent success,we are never satisfied with the current state, and we see significant opportunities ahead. I believe OPENLANE has a winning culture, a focused strategy and the right team to execute ourplan for growth. And that makes me optimistic and excited about the future of OPENLANE. Thank you for your continued investment, interest and support of OPENLANE. Board of Directors Randy Altschuler Stefan Jacoby Peter Kelly Michael Kestner Executive Officers Peter KellyCEO Chuck ColemanEVP, Chief LegalOfficer & Secretary James CoyleEVP & President,Marketplace Brad HerringEVP & ChiefFinancial Officer J. Marty NowlinEVP, HumanResources Tobin RicherEVP, Marketing &Communications Will MitchellPresident,Automotive FinanceCorporation OPENLANE, INC. Notice of Annual Meetingand Proxy Statement Annual Meeting of StockholdersJune 5, 2026 April 24, 2026 Dear Fellow Stockholder: Thank you for your continued investment in and support of OPENLANE, Inc. (“OPENLANE” or the “Company”).You are cordially invited to attend OPENLANE’s 2026 annual meeting of stockholders, which will be hosted virtually.You will be able to attend the 2026 annual meeting online, vote your shares electronically and submit yourquestions during the meeting by visiting www.virtualshareholdermeeting.com/OPLN2026. As an OPENLANE stockholder, your vote