opln-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-34568

OPENLANE, Inc.

(Exact name of Registrant as specified in its charter)


Delaware			20-8744739
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

11299 N. Illinois Street, Suite 500, Carmel, Indiana 46032

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (800) 923-3725

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

OPLN

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (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 growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of April 30, 2026, 105,946,106 shares of the registrant's common stock, par value $0.01 per share, were outstanding.

Table of Contents

OPENLANE, Inc.

Table of Contents


		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Consolidated Statements of Income	3

	Consolidated Statements of Comprehensive Income	4

	Consolidated Balance Sheets	5

	Consolidated Statements of Stockholders' Equity	7

	Consolidated Statements of Cash Flows	8

	Condensed Notes to Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	38

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 5.	Other Information	39

Item 6.	Exhibits	40

Signature		44

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

OPENLANE, Inc.

Consolidated Statements of Income

(In millions, except per share data)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Operating revenues
Auction and related fees	$	241.8	$	198.9
SaaS and other revenue	67.5		66.6
Purchased vehicle sales	112.2		85.7
Finance revenue	106.4		108.9
Total operating revenues	527.9		460.1
Operating expenses
Cost of services (exclusive of depreciation and amortization)	271.7		241.6
Finance interest expense	24.8		27.6
Provision for credit losses	10.3		9.3
Selling, general and administrative	124.4		107.2
Depreciation and amortization	22.9		22.7

Total operating expenses	454.1		408.4
Operating profit	73.8		51.7
Interest expense	10.1		4.0
Other income, net	(1.6)		(5.0)

Income before income taxes	65.3		52.7
Income taxes	16.4		15.8
Net income	$	48.9	$	36.9
Amounts attributable to common stockholders
Net income	$	48.9	$	36.9
Series A Preferred Stock dividends	(5.3)		(11.1)
Net income attributable to participating securities	(6.0)		(6.4)
Net income attributable to common stockholders	$	37.6	$	19.4
Net income per share
Basic	$	0.35	$	0.18
Diluted	$	0.35	$	0.18

See accompanying condensed notes to consolidated financial statements

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OPENLANE, Inc.

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Net income	$	48.9	$	36.9
Other comprehensive income (loss)
Foreign currency translation gain (loss)	(7.8)		4.4
Comprehensive income	$	41.1	$	41.3

See accompanying condensed notes to consolidated financial statements

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OPENLANE, Inc.

Consolidated Balance Sheets

(In millions)

(Unaudited)


	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	180.1	$	141.5
Restricted cash	36.8		43.9
Trade receivables, net of allowances of $9.0 and $9.7	415.7		314.1
Finance receivables, net of allowances of $30.0 and $27.5	2,444.3		2,425.4
Other current assets	128.1		86.7
Total current assets	3,205.0		3,011.6
Other assets
Goodwill	1,239.8		1,243.5
Customer relationships, net of accumulated amortization of $461.7 and $459.2	98.4		102.7
Other intangible assets, net of accumulated amortization of $567.0 and $555.0	139.0		142.8
Operating lease right-of-use assets	57.5		57.9
Property and equipment, net of accumulated depreciation of $142.7 and $141.5	100.3		104.2
Other assets	59.5		61.6
Total other assets	1,694.5		1,712.7
Total assets	$	4,899.5	$	4,724.3

See accompanying condensed notes to consolidated financial statements

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OPENLANE, Inc.

Consolidated Balance Sheets

(In millions, except share and per share data)

(Unaudited)


	March 31, 2026		December 31, 2025
Liabilities, Temporary Equity and Stockholders' Equity
Current liabilities
Accounts payable	$	899.3	$	665.8
Accrued employee benefits and compensation expenses	31.1		50.8
Accrued interest	10.5		11.3
Other accrued expenses	90.1		90.8
Income taxes payable	17.6		21.4
Obligations collateralized by finance receivables	1,693.2		1,758.3
Current maturities of long-term debt	24.9		5.5
Total current liabilities	2,766.7		2,603.9
Non-current liabilities
Long-term debt	529.7		530.1
Deferred income tax liabilities	0.5		0.6
Operating lease liabilities	52.7		53.0
Other liabilities	6.5		6.2
Total non-current liabilities	589.4		589.9
Commitments and contingencies (Note 8)
Temporary equity
Series A convertible preferred stock	289.8		289.8
Stockholders' equity
Common stock, $0.01 par value:
Authorized shares: 400,000,000
Issued and outstanding shares:
March 31, 2026: 105,958,124
December 31, 2025: 106,175,229	1.1		1.1
Additional paid-in capital	669.9		692.8
Retained earnings	630.3		586.7
Accumulated other comprehensive loss	(47.7)		(39.9)
Total stockholders' equity	1,253.6		1,240.7
Total liabilities, temporary equity and stockholders' equity	$	4,899.5	$	4,724.3

See accompanying condensed notes to consolidated financial statements

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OPENLANE, Inc.

Consolidated Statements of Stockholders' Equity

(In millions)

(Unaudited)


	Common Stock Shares	Common Stock Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Balance at December 31, 2025	106.2	$	1.1	$	692.8	$	586.7	$	(39.9)	$	1,240.7
Net income						48.9				48.9
Other comprehensive loss								(7.8)		(7.8)
Issuance of common stock under stock plans	1.1			3.3						3.3
Surrender of RSUs for taxes	(0.3)			(9.2)						(9.2)
Stock-based compensation expense				9.4						9.4
Repurchase and retirement of common stock	(1.0)			(26.4)						(26.4)
Dividends on preferred stock						(5.3)				(5.3)
Balance at March 31, 2026	106.0	$	1.1

SEC Form 10-Q filed by OPENLANE Inc.