OPENLANE Inc美股招股说明书(2026-08-13版)

OPENLANE, Inc. 8,000,000 Shares of Common Stock The selling stockholder (as defined herein) is offering 8,000,000 shares of our common stock, par value$0.01 per share. We will not receive any of the proceeds from the sale of shares of common stock by theselling stockholder. We will bear all expenses of the offering of common stock, except that the sellingstockholder will pay any applicable underwriting fees, discounts or commissions and certain transfer taxes. Our common stock is listed on the New York Stock Exchange under the symbol “OPLN.” OnAugust11, 2026, the last reported sale price of our common stock on The New York Stock Exchange (the“NYSE”) was $36.50 per share. Subject to the completion of this offering, we intend to concurrently purchase from the underwriter, outof the aggregate of 8,000,000 shares of our common stock that are the subject of this offering, 727,590shares of common stock. The price per share to be paid by us will equal the price at which the underwriterwill purchase the shares from the selling stockholder in this offering. We refer to this repurchase of sharesby us as the “Repurchase.” The underwriter will not receive any compensation for the shares of commonstock being repurchased by us. The offering is not conditioned upon the completion of the Repurchase.Nothing in this prospectus supplement should be construed as an offer to sell, or the solicitation of an offerto buy, any shares of our common stock subject to the Repurchase. See “Recent Developments —Concurrent Stock Repurchase” and “The Repurchase.” Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-4of this prospectussupplement and the risk factors described in the documents that we file with the Securities and ExchangeCommission that are incorporated herein by reference for a discussion of certain risks you should considerbefore deciding to invest in our common stock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement is truthful andcomplete. Any representation to the contrary is a criminal offense. The underwriter has agreed to purchase shares of our common stock from the selling stockholder at aprice equal to $34.36 per share, which will result in approximately $274.9million of proceeds to the sellingstockholder, before expenses. The underwriter may offer our common stock purchased from the sellingstockholder from time to time in one or more transactions on the NYSE, at market prices prevailing at thetime of sale, at prices related to such prevailing market prices or at negotiated prices. See “Underwriting”for a description of compensation payable to the underwriter. The underwriter expects to deliver the shares against payment on or about August13, 2026. Table of Contents Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2RISK FACTORSS-4FORWARD-LOOKING STATEMENTSS-5THE REPURCHASES-6USE OF PROCEEDSS-7SELLING STOCKHOLDERS-8U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMONSTOCKS-9UNDERWRITINGS-12EXPERTSS-19LEGAL MATTERSS-20WHERE YOU CAN FIND MORE INFORMATIONS-21INCORPORATION BY REFERENCES-22 Prospectus PageABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS2OUR COMPANY3RISK FACTORS4USE OF PROCEEDS10SELLING STOCKHOLDERS11DESCRIPTION OF CAPITAL STOCK13PLAN OF DISTRIBUTION19UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS21LEGAL MATTERS27EXPERTS28INCORPORATION BY REFERENCE29WHERE YOU CAN FIND MORE INFORMATION30 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus is in two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering of shares of common stock and certain other matters relating to us and ourfinancial condition. The second part, the accompanying prospectus, dated February22, 2024, including thedocuments incorporated by reference, provides more general information, some of which may not beapplicable to this offering. Generally, when we refer to this prospectus, we are referring to both parts of thisdocument combined. This prospectus supplement and the accompanying prospectus are part of aRegistration Statement on Form S-3 that we filed with the SEC, using the SEC’s shelf registration rules. Youshould read this prospectus supplement and the accompanying prospectus, together with additionalinformation incorporated by reference herein and therein as described under the heading “Incorporation byReference” in this prospectus supplement and the accompanying prospectus. If the information set forth in this prospectus supplement differs in any way from the information setforth in the accompanying prospectus, you should rely on the information set forth in this prospectussupplement. If the information conflicts with any statement in a document that we have incorporated byreference, then you should consider only the statement in the more recent do