These shares represent a portion of OPENLANE's previously issued Series A Convertible Preferred Stock held by Ignition that converted into OPENLANE common stock in May 2026. The underwriter will offer the shares from time to time for sale in negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. OPENLANE is not selling any common stock in the proposed offering and will not receive any of the proceeds from the sale.

Subject to the completion of the offering, OPENLANE intends to concurrently purchase from the underwriter, out of the aggregate of 8,000,000 shares of common stock that are the subject of the offering, a number of shares (rounded down to the nearest whole share) having an aggregate purchase price of up to $25,000,000. The price per share to be paid by OPENLANE will be the same as the price at which the underwriter will purchase the shares from Ignition. The closing of the share repurchase is conditioned on, and expected to occur simultaneously with, the closing of the offering. The offering is not conditioned upon the completion of the share repurchase.