OPENLANE Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Retail-Auto Dealers and Gas Stations
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 9, 2025
(Exact name of Registrant as specified in its charter)
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(800 ) 923-3725
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Item 1.01 Entry into a Material Definitive Agreement.
On September 9, 2025, OPENLANE, Inc. (the “Company”), a Delaware corporation, entered into a Preferred Stock Repurchase Agreement (the “Apax Repurchase Agreement”) with Ignition Acquisition Holdings LP (“Apax”), a Delaware limited partnership and affiliate of funds managed, advised or controlled by Apax Partners US, LLC, pursuant to which the Company agreed to repurchase from Apax 288,322 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), for aggregate consideration of $482,431,500 (the “Apax Repurchase”). Substantially simultaneously with the execution of the Apax Repurchase Agreement, the Company entered into a Preferred Stock Repurchase Agreement (the “Periphas Repurchase Agreement” and together with the Apax Repurchase Agreement, the “Repurchase Agreements”) with Periphas Kanga Holdings, LP, (“Periphas” and together with Apax, the “Stockholders”), a Delaware limited partnership, pursuant to which the Company agreed to repurchase from Periphas 45,706 shares of Series A Preferred Stock for aggregate consideration of $76,477,055 (the “Periphas Repurchase” and together with the Apax Repurchase, the “Repurchases”). The Repurchases are conditioned upon the satisfaction or waiver of certain customary closing conditions and are anticipated to close as soon as practicable after September 30, 2025 and prior to October 20, 2025.
The foregoing does not purport to be a complete description of the terms of the Repurchases and is qualified in its entirety by reference to the full text of the Repurchase Agreements, which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference. Readers should review these agreements for a complete understanding of the terms and conditions associated with the transaction.
Item 8.01 Other Events.
On September 9, 2025, the Company issued a press release announcing the execution of the Repurchase Agreements. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
10.1 Preferred Stock Repurchase Agreement, dated September 9, 2025, by and between OPENLANE, Inc. and Ignition Acquisition Holdings LP.
10.2 Preferred Stock Repurchase Agreement, dated September 9, 2025, by and between OPENLANE, Inc. and Periphas Kanga Holdings, LP.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated: September 9, 2025 | OPENLANE, Inc. | ||||
| /s/ BRADLEY HERRING | |||||
Bradley Herring Executive Vice President and Chief Financial Officer | |||||