Form 8-K
8-K — OPENLANE, Inc.
Accession: 0001395942-26-000030
Filed: 2026-08-04
Period: 2026-08-04
CIK: 0001395942
SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — opln-20260804.htm (Primary)
EX-99.1 — EXHIBIT 99.1 - EARNINGS RELEASE (exhibit991-q22026earningsr.htm)
EX-99.2 — EXHIBIT 99.2 - EARNINGS RELEASE SUPPLEMENT (exhibit992-q22026ersupplem.htm)
EX-99.3 — EXHIBIT 99.3 - EARNINGS SLIDES (q22026openlaneearningssl.htm)
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8-K — FORM 8-K - EARNINGS MATERIALS
8-K (Primary)
Filename: opln-20260804.htm · Sequence: 1
opln-20260804
0001395942false00013959422026-08-042026-08-04
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): August 4, 2026
OPENLANE, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
001-34568
20-8744739
(State or other jurisdiction
of incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
11299 N. Illinois Street, Suite 500
Carmel, Indiana 46032
(Address of principal executive offices)
(Zip Code)
(800) 923-3725
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 4, 2026, OPENLANE, Inc. (“OPENLANE” or the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2026. OPENLANE will host an earnings conference call and webcast, Tuesday, August 4, 2026 at 8:30 a.m., Eastern Time. The conference call may be accessed by calling 1-833-634-2155 and asking to join the OPENLANE call, and the live webcast may be accessed at the investor relations section of corporate.openlane.com. The press release dated August 4, 2026 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.
On August 4, 2026, OPENLANE also posted supplemental financial information for the three and six months ended June 30, 2026, and Earnings Slides for the quarter ended June 30, 2026. The supplemental financial information and Earnings Slides can be located at the investor relations section of corporate.openlane.com. The supplemental financial information and Earnings Slides posted on August 4, 2026 are attached to this Current Report on Form 8-K as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference in their entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Press release dated August 4, 2026 – "OPENLANE, Inc. Reports Second Quarter 2026 Financial Results"
99.2 OPENLANE, Inc. Second Quarter 2026 Supplemental Financial Information – August 4, 2026
99.3 OPENLANE, Inc. Second Quarter 2026 Earnings Slides – August 4, 2026
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: August 4, 2026
OPENLANE, Inc.
/s/ BRADLEY HERRING
Bradley Herring
Executive Vice President and Chief Financial Officer
EX-99.1 — EXHIBIT 99.1 - EARNINGS RELEASE
EX-99.1
Filename: exhibit991-q22026earningsr.htm · Sequence: 2
Document
EXHIBIT 99.1
EARNINGS RELEASE
For Immediate Release
Analyst Inquiries:
Media Inquiries:
Bill Wright
Laurie Dippold
(317) 249-4559
(317) 468-3900
investor_relations@openlane.com
laurie.dippold@openlane.com
OPENLANE, Inc. Reports Second Quarter 2026 Financial Results
•Marketplace commercial vehicles sold growth of 39% YoY
•Marketplace dealer vehicles sold growth of 13% YoY, driven by 31% growth in US dealer vehicles sold
•Gross Merchandise Value (GMV) of approximately $10.5 billion, representing 41% YoY growth
•Revenue of $555 million, representing 15% YoY growth, driven by 21% growth in auction and related fees
•Net income of $44 million, representing 33% YoY growth
•Adjusted EBITDA of $103 million, representing 19% YoY growth
•Cash flow from operating activities of $53 million
Carmel, IN, August 4, 2026 — OPENLANE, Inc. (NYSE: OPLN), today reported its second quarter financial results for the period ended June 30, 2026.
"OPENLANE’s strong performance in the second quarter clearly demonstrates the powerful growth engine this company has built," said Peter Kelly, CEO of OPENLANE. "We grew consolidated revenue by 15%, delivered $103 million in Adjusted EBITDA, and increased marketplace GMV by 41% to $10.5 billion. Our commercial business is benefitting from the early stages of the off-lease inflection, and we grew US dealer volumes by over 30%, significantly outperforming the industry. I am pleased to raise OPENLANE’s 2026 consolidated Adjusted EBITDA guidance and confident in our ability to continue accelerating this positive momentum."
"OPENLANE remains well positioned in the market, and we are executing a strategy that is delivering results across the company," said Brad Herring, EVP and CFO of OPENLANE. "AFC continued to fuel the marketplace and contributed $46 million in Adjusted EBITDA. Our technology teams are releasing innovative features and new revenue-generating products and services. And as our 2025 go-to-market investments ramp towards full capacity, we are leaning into additional investments in 2026 based on that success."
2026 Guidance
The company is updating its annual guidance to the following:
Previous Guidance
(May 5, 2026) Revised Guidance
(August 4, 2026)
Net income (in millions)
$147 - $164
$163 - $176
Adjusted EBITDA (in millions)
$365 - $385
$385 - $400
Net income per share - diluted *
$1.09 - $1.23
$1.23 - $1.33
Operating Adjusted EPS
$1.28 - $1.42
$1.40 - $1.50
* The company uses the two-class method of calculating net income per diluted share. Under the two-class method, net income is adjusted for dividends and undistributed earnings (losses) to the holders of the Series A Preferred Stock (based on the weighted average number of participating securities outstanding during the period). The weighted average diluted shares used in the net income per diluted share calculation reflect the additional common shares resulting from the conversion of the remaining preferred shares into shares of common stock, weighted from the dates of conversion. Previous guidance assumed conversion in June 2026; revised guidance reflects the actual conversion in May 2026.
Earnings guidance does not contemplate future items such as business development activities, strategic developments (such as restructurings, spin-offs or dispositions of assets or investments), contingent purchase price adjustments, significant expenses related to litigation, tax adjustments, adverse changes in the value of foreign currencies relative to the U.S. dollar, changes in applicable laws and regulations (including significant accounting, tax and trade matters) and intangible impairments. The timing and amounts of these items are highly variable, difficult to predict, and of a potential size that could have a substantial impact on the company’s reported results for any given period. See reconciliations of the company's guidance included below.
Earnings Conference Call Information
OPENLANE will be hosting an earnings conference call and webcast on Tuesday, August 4, 2026 at 8:30 a.m. ET. The conference call may be accessed by calling 1-833-634-2155 and asking to join the OPENLANE call. A live webcast will be available at the investor relations section of corporate.openlane.com. Supplemental financial information for OPENLANE’s second quarter 2026 results is available at the investor relations section of corporate.openlane.com.
The archive of the webcast will be available following the call at the investor relations section of corporate.openlane.com for a limited time.
About OPENLANE
OPENLANE, Inc. (NYSE: OPLN) makes wholesale easy by connecting the leading automotive manufacturers, dealers, rental companies, fleet operators, captive finance and lending institutions as buyers and sellers to create the most advanced digital marketplace for used vehicles. Our innovative products and services deliver a fast, fair and transparent experience that helps customers make smarter decisions and achieve better outcomes. Headquartered in Carmel, Indiana, OPENLANE has employees across the United States, Canada, Europe, Uruguay and the Philippines. For more information and the latest OPENLANE news, visit corporate.openlane.com.
Forward-Looking Statements
Certain statements contained in this release include, and the company may make related oral, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and which are subject to certain risks, trends and uncertainties. In particular, statements made that are not historical facts (including but not limited to statements regarding our growth opportunities and strategies, industry outlook, competitive position, business and investment plans and initiatives, the impact of macroeconomic conditions, tariffs and global trade policy, and 2026 financial guidance) may be forward-looking statements. Words such as "should," "may," "will," "would," "anticipate," "expect," "project," "intend," "contemplate," "plan," "believe," "seek," "estimate," "assume," "can," "could," "continue," "of the opinion," "confident," "is set," "is on track," "outlook," "target," "position," "predict," "initiative," "goal," "opportunity" and similar expressions identify forward-looking statements. Such statements are based on management's current assumptions, expectations and/or beliefs, are not guarantees of future performance and are subject to substantial risks, uncertainties and changes that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" in the company's annual and quarterly periodic reports, and in the company's other filings and reports filed with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this release. The company undertakes no obligation to update any forward-looking statements.
2
OPENLANE, Inc.
Condensed Consolidated Statements of Income
(In millions, except per share data) (Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2026 2025 2026 2025
Operating revenues
Auction and related fees $ 259.0 $ 213.9 $ 500.8 $ 412.8
SaaS and other revenue 73.4 63.1 140.9 129.7
Purchased vehicle sales 114.9 98.5 227.1 184.2
Finance revenue 107.3 106.2 213.7 215.1
Total operating revenues 554.6 481.7 1,082.5 941.8
Operating expenses
Cost of services (exclusive of depreciation and amortization) 306.4 254.4 578.1 496.0
Finance interest expense 25.7 26.9 50.5 54.5
Provision for credit losses 8.9 8.7 19.2 18.0
Selling, general and administrative 123.8 114.3 248.2 221.5
Depreciation and amortization 22.3 23.0 45.2 45.7
Loss on sale of property — 7.0 — 7.0
Total operating expenses 487.1 434.3 941.2 842.7
Operating profit 67.5 47.4 141.3 99.1
Interest expense 10.0 3.1 20.1 7.1
Other income, net (3.6) (7.4) (5.2) (12.4)
Income before income taxes 61.1 51.7 126.4 104.4
Income taxes 16.8 18.3 33.2 34.1
Net income $ 44.3 $ 33.4 $ 93.2 $ 70.3
Amounts attributable to common stockholders
Net income $ 44.3 $ 33.4 $ 93.2 $ 70.3
Series A Preferred Stock dividends (3.3) (11.1) (8.6) (22.2)
Net income attributable to participating securities (3.4) (5.6) (9.3) (12.0)
Net income attributable to common stockholders $ 37.6 $ 16.7 $ 75.3 $ 36.1
Net income per share
Basic $ 0.33 $ 0.16 $ 0.68 $ 0.34
Diluted $ 0.32 $ 0.15 $ 0.67 $ 0.33
3
OPENLANE, Inc.
Condensed Consolidated Balance Sheets
(In millions) (Unaudited)
June 30,
2026
December 31,
2025
Cash and cash equivalents $ 189.7 $ 141.5
Restricted cash 28.1 43.9
Trade receivables, net of allowances 391.2 314.1
Finance receivables, net of allowances 2,621.1 2,425.4
Other current assets 98.4 86.7
Total current assets 3,328.5 3,011.6
Goodwill 1,236.1 1,243.5
Customer relationships, net of accumulated amortization 94.2 102.7
Operating lease right-of-use assets 55.9 57.9
Property and equipment, net of accumulated depreciation 98.0 104.2
Intangible and other assets 193.7 204.4
Total assets $ 5,006.4 $ 4,724.3
Current liabilities, excluding obligations collateralized by
finance receivables and current maturities of debt $ 957.7 $ 840.1
Obligations collateralized by finance receivables 1,887.0 1,758.3
Current maturities of debt 5.5 5.5
Total current liabilities 2,850.2 2,603.9
Long-term debt 529.2 530.1
Operating lease liabilities 50.8 53.0
Other non-current liabilities 5.0 6.8
Temporary equity — 289.8
Stockholders’ equity 1,571.2 1,240.7
Total liabilities, temporary equity and stockholders’ equity $ 5,006.4 $ 4,724.3
4
OPENLANE, Inc.
Condensed Consolidated Statements of Cash Flows
(In millions) (Unaudited)
Six Months Ended
June 30,
2026 2025
Operating activities
Net income $ 93.2 $ 70.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 45.2 45.7
Provision for credit losses 19.2 18.0
Deferred income taxes 3.5 2.8
Amortization of debt issuance costs 4.8 4.4
Stock-based compensation 17.9 5.8
Loss on sale of property — 7.0
Other non-cash, net 0.7 0.2
Changes in operating assets and liabilities:
Trade receivables and other assets (86.9) (55.1)
Accounts payable and accrued expenses 114.8 95.1
Net cash provided by operating activities 212.4 194.2
Investing activities
Net increase in finance receivables held for investment (216.7) (45.0)
Purchases of property, equipment and computer software (26.9) (26.1)
Investments in securities (1.6) (0.7)
Proceeds from sale of investments 1.9 —
Proceeds from the sale of property and equipment — 42.4
Net cash used by investing activities (243.3) (29.4)
Financing activities
Net increase in book overdrafts 3.4 0.5
Net repayments of lines of credit — (23.2)
Net increase in obligations collateralized by finance receivables 134.8 49.4
Payments for debt issuance costs/amendments — (0.4)
Payments on long-term debt (2.8) (210.0)
Issuance of common stock under stock plans 9.9 2.9
Tax withholding payments for vested RSUs (9.4) (6.5)
Repurchase and retirement of common stock, including excise taxes (48.2) (9.4)
Repurchase and retirement of Series A Preferred Stock, including excise taxes (5.6) —
Dividends paid on Series A Preferred Stock (5.3) (22.2)
Net cash provided by (used by) financing activities 76.8 (218.9)
Effect of exchange rate changes on cash (13.5) 19.2
Net increase (decrease) in cash, cash equivalents and restricted cash 32.4 (34.9)
Cash, cash equivalents and restricted cash at beginning of period 185.4 183.7
Cash, cash equivalents and restricted cash at end of period $ 217.8 $ 148.8
Supplemental disclosures of cash flow information
Cash paid for interest $ 66.6 $ 58.1
Cash paid for taxes, net of refunds - continuing operations $ 39.2 $ 27.3
Cash paid for taxes, net of refunds - discontinued operations $ (0.5) $ (1.5)
Supplemental disclosure of non-cash financing activity
Accrual for repurchase of common stock $ 0.1 $ —
5
OPENLANE, Inc.
Reconciliation of Non-GAAP Financial Measures
EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow, Operating adjusted income and Operating adjusted income per diluted share (or "Operating Adjusted EPS") as presented herein are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Management believes that these measures provide investors additional meaningful methods to evaluate certain aspects of OPENLANE’s results period over period and for the other reasons set forth below.
EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items of income and expense and expected incremental revenue and cost savings as described in our senior secured credit agreement covenant calculations. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal measures of performance used by our creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate our performance.
Free Cash Flow is defined as net cash provided by operating activities, less purchases of property, equipment and computer software. Adjusted Free Cash Flow is Free Cash Flow adjusted for the cash portion of EBITDA addbacks to calculate Adjusted EBITDA, the net change in finance receivables held for investment and the net change in obligations collateralized by finance receivables. Management uses Adjusted Free Cash Flow to measure the funds generated in a given period that are available for capital allocation.
Operating adjusted income is defined as net income (loss) adjusted for acquired amortization expense, gains/losses on sale of property or businesses, impairments to goodwill or other intangible assets and certain other non-recurring items. Amortization expense associated with acquired intangible assets is not representative of ongoing capital expenditures but has a continuing effect on our reported results. Management believes Operating adjusted income provides comparability to other companies that may not have incurred these types of non-cash expenses or that report a similar measure. Operating Adjusted EPS represents Operating adjusted income divided by weighted average diluted shares, with preferred shares treated as converted for the entire period.
EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow, Operating adjusted income and Operating Adjusted EPS have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of the results as reported under GAAP. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.
6
The following tables reconcile net income to EBITDA and Adjusted EBITDA for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
(In millions), (Unaudited)
2026 2025 2026 2025
Net income $ 44.3 $ 33.4 $ 93.2 $ 70.3
Add back:
Income taxes 16.8 18.3 33.2 34.1
Finance interest expense 25.7 26.9 50.5 54.5
Interest expense, net of interest income 9.0 1.3 18.7 4.7
Depreciation and amortization 22.3 23.0 45.2 45.7
EBITDA 118.1 102.9 240.8 209.3
Non-cash stock-based compensation 8.9 4.4 18.6 6.4
Securitization interest (23.1) (24.4) (45.1) (49.5)
Loss on sale of property — 7.0 — 7.0
Severance 1.1 2.4 2.8 4.4
Foreign currency gains (1.2) (5.6) (1.2) (8.9)
ERP implementation costs 0.6 — 1.0 —
Impact of Canadian DST related to prior years — — (15.9) —
Realized gain on investment securities (1.3) — (1.3) —
Other 0.1 — 0.2 0.8
Total addbacks (deductions)
(14.9) (16.2) (40.9) (39.8)
Adjusted EBITDA $ 103.2 $ 86.7 $ 199.9 $ 169.5
Three Months Ended June 30, 2026
(In millions), (Unaudited)
Marketplace Finance Consolidated
Net income $ 15.1 $ 29.2 $ 44.3
Add back:
Income taxes 7.4 9.4 16.8
Finance interest expense — 25.7 25.7
Interest expense, net of interest income 9.0 — 9.0
Depreciation and amortization 19.1 3.2 22.3
EBITDA 50.6 67.5 118.1
Non-cash stock-based compensation 6.9 2.0 8.9
Securitization interest — (23.1) (23.1)
Severance 1.1 — 1.1
Foreign currency gains (1.2) — (1.2)
ERP implementation costs 0.5 0.1 0.6
Realized gain on investment securities (1.3) — (1.3)
Other 0.1 — 0.1
Total addbacks (deductions)
6.1 (21.0) (14.9)
Adjusted EBITDA $ 56.7 $ 46.5 $ 103.2
7
The following table reconciles net cash provided by operating activities to Free Cash Flow and Adjusted Free Cash Flow for the periods presented:
Three Months Ended
June 30,
(In millions), (Unaudited)
2026 2025
Net cash provided by operating activities
$ 52.8 $ 71.6
Purchases of property, equipment and computer software (13.8) (14.2)
Free Cash Flow 39.0 57.4
Severance 1.2 2.1
Other 1.5 0.6
Net increase in finance receivables held for investment (186.2) (25.2)
Net increase in obligations collateralized by finance receivables 197.9 51.6
Adjusted Free Cash Flow $ 53.4 $ 86.5
The following table reconciles net income to Operating adjusted income and Operating Adjusted EPS for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
(In millions, except per share amounts), (Unaudited)
2026 2025 2026 2025
Net income
$ 44.3 $ 33.4 $ 93.2 $ 70.3
Acquired amortization expense 8.0 8.3 16.3 16.6
Impact of Canadian DST related to prior years — — (15.9) —
Loss on sale of property — 7.0 — 7.0
ERP implementation costs 0.6 — 1.0 —
Realized gain on investment securities (1.3) — (1.3) —
Income taxes (1)
(1.8) (1.4) 0.3 (2.6)
Operating adjusted income $ 49.8 $ 47.3 $ 93.6 $ 91.3
Operating Adjusted EPS (2)
$ 0.40 $ 0.33 $ 0.74 $ 0.63
Weighted average diluted shares - including assumed conversion of preferred shares on January 1 of each respective period
125.8 144.4 125.8 144.3
(1)For the three and six months ended June 30, 2026 and 2025, each tax deductible item was booked to the applicable statutory rate.
(2)The Series A Preferred Stock dividends and undistributed earnings allocated to participating securities have not been included in the determination of Operating adjusted income for purposes of calculating Operating Adjusted EPS.
8
The following table reconciles net income to EBITDA and Adjusted EBITDA for the 2026 guidance presented:
2026 Guidance -
Previous
2026 Guidance -
Revised
(In millions), (Unaudited)
Low High Low High
Net income $ 147 $ 164 $ 163 $ 176
Add back:
Income taxes 54 58 59 63
Finance interest expense 102 101 106 106
Interest expense, net of interest income 40 40 40 38
Depreciation and amortization 92 92 90 90
EBITDA 435 455 458 473
Total addbacks (deductions), net
(70) (70) (73) (73)
Adjusted EBITDA $ 365 $ 385 $ 385 $ 400
The following table reconciles net income to Operating adjusted income and Operating Adjusted EPS for the 2026 guidance presented:
2026 Guidance -
Previous
2026 Guidance -
Revised
(In millions, except per share amounts), (Unaudited)
Low High Low High
Net income $ 147 $ 164 $ 163 $ 176
Total adjustments, net
13 14 13 13
Operating adjusted income
$ 160 $ 178 $ 176 $ 189
Operating Adjusted EPS $ 1.28 $ 1.42 $ 1.40 $ 1.50
Weighted average diluted shares - including assumed conversion of preferred shares on January 1, 2026 125 125 126 126
9
EX-99.2 — EXHIBIT 99.2 - EARNINGS RELEASE SUPPLEMENT
EX-99.2
Filename: exhibit992-q22026ersupplem.htm · Sequence: 3
Document
EXHIBIT 99.2
OPENLANE, Inc.
Second Quarter 2026 Supplemental Financial Information
August 4, 2026
OPENLANE, Inc.
EBITDA and Adjusted EBITDA Measures
EBITDA and Adjusted EBITDA as presented herein are supplemental measures of our performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.
EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items of income and expense and expected incremental revenue and cost savings as described in our senior secured credit agreement covenant calculations. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal measures of performance used by our creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate our performance. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of the results as reported under GAAP. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.
The following tables reconcile net income to EBITDA and Adjusted EBITDA for the periods presented:
Three Months Ended June 30, 2026
(Dollars in millions), (Unaudited)
Marketplace Finance Consolidated
Net income
$ 15.1 $ 29.2 $ 44.3
Add back:
Income taxes 7.4 9.4 16.8
Finance interest expense — 25.7 25.7
Interest expense, net of interest income 9.0 — 9.0
Depreciation and amortization 19.1 3.2 22.3
EBITDA 50.6 67.5 118.1
Non-cash stock-based compensation 6.9 2.0 8.9
Securitization interest — (23.1) (23.1)
Severance 1.1 — 1.1
Foreign currency gains (1.2) — (1.2)
ERP implementation costs 0.5 0.1 0.6
Realized gain on investment securities (1.3) — (1.3)
Other 0.1 — 0.1
Total addbacks (deductions)
6.1 (21.0) (14.9)
Adjusted EBITDA $ 56.7 $ 46.5 $ 103.2
2
Three Months Ended June 30, 2025
(Dollars in millions), (Unaudited)
Marketplace Finance Consolidated
Net income
$ 8.6 $ 24.8 $ 33.4
Add back:
Income taxes 7.5 10.8 18.3
Finance interest expense — 26.9 26.9
Interest expense, net of interest income 1.3 — 1.3
Depreciation and amortization 19.9 3.1 23.0
EBITDA 37.3 65.6 102.9
Non-cash stock-based compensation 3.4 1.0 4.4
Securitization interest — (24.4) (24.4)
Loss on sale of property 7.0 — 7.0
Severance 2.3 0.1 2.4
Foreign currency gains (5.5) (0.1) (5.6)
Total addbacks (deductions)
7.2 (23.4) (16.2)
Adjusted EBITDA $ 44.5 $ 42.2 $ 86.7
Six Months Ended June 30, 2026
(Dollars in millions), (Unaudited)
Marketplace Finance Consolidated
Net income
$ 36.3 $ 56.9 $ 93.2
Add back:
Income taxes 14.6 18.6 33.2
Finance interest expense — 50.5 50.5
Interest expense, net of interest income 18.7 — 18.7
Depreciation and amortization 38.8 6.4 45.2
EBITDA 108.4 132.4 240.8
Non-cash stock-based compensation 14.5 4.1 18.6
Securitization interest — (45.1) (45.1)
Severance 2.7 0.1 2.8
Foreign currency gains (1.1) (0.1) (1.2)
ERP implementation costs 0.8 0.2 1.0
Impact of Canadian DST related to prior years (15.9) — (15.9)
Realized gain on investment securities (1.3) — (1.3)
Other 0.2 — 0.2
Total addbacks (deductions)
(0.1) (40.8) (40.9)
Adjusted EBITDA $ 108.3 $ 91.6 $ 199.9
3
Six Months Ended June 30, 2025
(Dollars in millions), (Unaudited)
Marketplace Finance Consolidated
Net income
$ 15.9 $ 54.4 $ 70.3
Add back:
Income taxes 13.3 20.8 34.1
Finance interest expense — 54.5 54.5
Interest expense, net of interest income 4.7 — 4.7
Depreciation and amortization 39.6 6.1 45.7
EBITDA 73.5 135.8 209.3
Non-cash stock-based compensation 4.9 1.5 6.4
Securitization interest — (49.5) (49.5)
Loss on sale of property 7.0 — 7.0
Severance 4.3 0.1 4.4
Foreign currency gains (8.8) (0.1) (8.9)
Other 0.7 0.1 0.8
Total addbacks (deductions)
8.1 (47.9) (39.8)
Adjusted EBITDA $ 81.6 $ 87.9 $ 169.5
Certain of our loan covenant calculations utilize financial results for the most recent four consecutive fiscal quarters. The following table reconciles net income to EBITDA and Adjusted EBITDA for the periods presented:
Three Months Ended Twelve Months Ended
(Dollars in millions),
(Unaudited)
September 30,
2025 December 31,
2025 March 31,
2026 June 30,
2026 June 30,
2026
Net income $ 47.9 $ 59.5 $ 48.9 $ 44.3 $ 200.6
Add back:
Income taxes 8.2 (27.8) 16.4 16.8 13.6
Finance interest expense 28.1 27.3 24.8 25.7 105.9
Interest expense, net of interest income 0.6 9.6 9.7 9.0 28.9
Depreciation and amortization 22.7 23.3 22.9 22.3 91.2
EBITDA 107.5 91.9 122.7 118.1 440.2
Non-cash stock-based compensation 4.4 5.0 9.7 8.9 28.0
Securitization interest (25.6) (24.9) (22.0) (23.1) (95.6)
Severance 2.4 2.1 1.7 1.1 7.3
Foreign currency (gains) losses (1.6) 1.2 — (1.2) (1.6)
ERP implementation costs — 0.6 0.4 0.6 1.6
Impact of Canadian DST related to prior years — — (15.9) — (15.9)
Realized gain on investment securities — — — (1.3) (1.3)
Other — 0.1 0.1 0.1 0.3
Total addbacks (deductions) (20.4) (15.9) (26.0) (14.9) (77.2)
Adjusted EBITDA $ 87.1 $ 76.0 $ 96.7 $ 103.2 $ 363.0
4
Results of Operations
OPENLANE Results
Three Months Ended
June 30,
Six Months Ended
June 30,
(Dollars in millions except per share amounts) 2026 2025 2026 2025
Revenues
Auction and related fees $ 259.0 $ 213.9 $ 500.8 $ 412.8
SaaS and other revenue 73.4 63.1 140.9 129.7
Purchased vehicle sales 114.9 98.5 227.1 184.2
Finance revenue 107.3 106.2 213.7 215.1
Total operating revenues 554.6 481.7 1,082.5 941.8
Operating expenses
Cost of services (exclusive of depreciation and amortization) 306.4 254.4 578.1 496.0
Finance interest expense 25.7 26.9 50.5 54.5
Provision for credit losses 8.9 8.7 19.2 18.0
Selling, general and administrative 123.8 114.3 248.2 221.5
Depreciation and amortization 22.3 23.0 45.2 45.7
Loss on sale of property — 7.0 — 7.0
Total operating expenses 487.1 434.3 941.2 842.7
Operating profit 67.5 47.4 141.3 99.1
Interest expense 10.0 3.1 20.1 7.1
Other income, net (3.6) (7.4) (5.2) (12.4)
Income before income taxes 61.1 51.7 126.4 104.4
Income taxes 16.8 18.3 33.2 34.1
Net income $ 44.3 $ 33.4 $ 93.2 $ 70.3
Amounts attributable to common stockholders
Net income $ 44.3 $ 33.4 $ 93.2 $ 70.3
Series A Preferred Stock dividends (3.3) (11.1) (8.6) (22.2)
Net income attributable to participating securities (3.4) (5.6) (9.3) (12.0)
Net income attributable to common stockholders $ 37.6 $ 16.7 $ 75.3 $ 36.1
Net income per share
Basic $ 0.33 $ 0.16 $ 0.68 $ 0.34
Diluted $ 0.32 $ 0.15 $ 0.67 $ 0.33
Overview of OPENLANE Results for the Three Months Ended June 30, 2026 and 2025
Overview
For the three months ended June 30, 2026, we had revenue of $554.6 million compared with revenue of $481.7 million for the three months ended June 30, 2025, an increase of 15%. For a further discussion of our operating results, see the segment results discussions below.
Depreciation and Amortization
Depreciation and amortization decreased $0.7 million, or 3%, to $22.3 million for the three months ended June 30, 2026, compared with $23.0 million for the three months ended June 30, 2025. The decrease in depreciation and amortization was primarily the result of assets that have become fully amortized and depreciated.
5
Interest Expense
Interest expense increased $6.9 million, or 223%, to $10.0 million for the three months ended June 30, 2026, compared with $3.1 million for the three months ended June 30, 2025. The increase in interest expense was primarily the result of new term loan borrowings in the fourth quarter of 2025, partially offset by the repayment of the senior notes in the second quarter of 2025.
Other Income, Net
For the three months ended June 30, 2026, we had other income of $3.6 million compared with$7.4 million for the three months ended June 30, 2025. The decrease in other income was primarily attributable to a decrease in foreign currency gains on intercompany balances of $4.4 million and a net decrease in other miscellaneous items aggregating $0.7 million, primarily a decrease in interest income, partially offset by a $1.3 million realized gain on investment securities.
Income Taxes
We had an effective tax rate of 27.5% for the three months ended June 30, 2026, compared with an effective tax rate of 35.4% for the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2025 was unfavorably impacted by an increase in the valuation allowance related to 2025 current year movement of the adjusted U.S. net deferred tax asset.
Additionally, the Organization for Economic Cooperation and Development has published a proposal to establish a new global minimum corporate tax rate of 15%, commonly referred to as Pillar Two. While the U.S. has not adopted the Pillar Two framework into law, numerous countries in which we operate have enacted tax legislation based on the Pillar Two framework with certain components of the minimum tax rules effective beginning in 2024 and further rules becoming effective beginning in 2025 and subsequent years. On January 5, 2026, the OECD announced agreement amongst members that would exclude U.S. parented groups from some taxes imposed by Pillar Two. This agreement allows for the U.S. international tax rules and Pillar Two to operate in parallel. These rules, as well as changes due to the agreement, are not expected to materially impact the Company's consolidated financial statements. The Company will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.
Impact of Foreign Currency
For the three months ended June 30, 2026 compared with the three months ended June 30, 2025, the change in the euro exchange rate increased revenue by $2.1 million, operating profit by $0.1 million and net income by $0.1 million. For the three months ended June 30, 2026 compared with the three months ended June 30, 2025, the change in the Canadian dollar exchange rate had no effect on revenue, operating profit and net income.
Overview of OPENLANE Results for the Six Months Ended June 30, 2026 and 2025
Overview
For the six months ended June 30, 2026, we had revenue of $1,082.5 million compared with revenue of $941.8 million for the six months ended June 30, 2025, an increase of 15%. For a further discussion of our operating results, see the segment results discussions below.
Depreciation and Amortization
Depreciation and amortization decreased $0.5 million, or 1%, to $45.2 million for the six months ended June 30, 2026, compared with $45.7 million for the six months ended June 30, 2025. The decrease in depreciation and amortization was primarily the result of assets that have become fully amortized and depreciated.
Interest Expense
Interest expense increased $13.0 million, or 183%, to $20.1 million for the six months ended June 30, 2026, compared with $7.1 million for the six months ended June 30, 2025. The increase in interest expense was primarily the result of new term loan borrowings in the fourth quarter of 2025, partially offset by the repayment of the senior notes in the second quarter of 2025.
6
Other Income, Net
For the six months ended June 30, 2026, we had other income of $5.2 million compared with$12.4 million for the six months ended June 30, 2025. The decrease in other income was primarily attributable to a decrease in foreign currency gains on intercompany balances of $7.7 million and a net decrease in other miscellaneous items aggregating $0.8 million, primarily a decrease in interest income, partially offset by a $1.3 million realized gain on investment securities.
Income Taxes
We had an effective tax rate of 26.3% for the six months ended June 30, 2026, compared with an effective tax rate of 32.7% for the six months ended June 30, 2025. The effective tax rate for the six months ended June 30, 2025 was unfavorably impacted by an increase in the valuation allowance related to 2025 current year movement of the adjusted U.S. net deferred tax asset.
Additionally, the Organization for Economic Cooperation and Development has published a proposal to establish a new global minimum corporate tax rate of 15%, commonly referred to as Pillar Two. While the U.S. has not adopted the Pillar Two framework into law, numerous countries in which we operate have enacted tax legislation based on the Pillar Two framework with certain components of the minimum tax rules effective beginning in 2024 and further rules becoming effective beginning in 2025 and subsequent years. On January 5, 2026, the OECD announced agreement amongst members that would exclude U.S. parented groups from some taxes imposed by Pillar Two. This agreement allows for the U.S. international tax rules and Pillar Two to operate in parallel. These rules, as well as changes due to the agreement, are not expected to materially impact the Company's consolidated financial statements. The Company will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.
Impact of Foreign Currency
For the six months ended June 30, 2026 compared with the six months ended June 30, 2025, the change in the euro exchange rate increased revenue by $11.3 million, operating profit by $0.7 million and net income by $0.5 million. For the six months ended June 30, 2026 compared with the six months ended June 30, 2025, the change in the Canadian dollar exchange rate increased revenue by $4.9 million, operating profit by $1.9 million and net income by $1.0 million.
7
Marketplace Results
Three Months Ended
June 30,
Six Months Ended
June 30,
(Dollars in millions, except GMV)
2026 2025 2026 2025
Auction and related fees $ 259.0 $ 213.9 $ 500.8 $ 412.8
SaaS and other revenue 73.4 63.1 140.9 129.7
Purchased vehicle sales 114.9 98.5 227.1 184.2
Total Marketplace revenue 447.3 375.5 868.8 726.7
Cost of services* 305.8 254.9 578.0 497.4
Gross profit 141.5 120.6 290.8 229.3
Provision for credit losses 1.4 0.2 2.0 0.5
Selling, general and administrative 109.9 99.9 220.0 194.6
Depreciation and amortization 1.3 1.6 3.0 3.3
Loss on sale of property — 7.0 — 7.0
Operating profit $ 28.9 $ 11.9 $ 65.8 $ 23.9
Commercial vehicles sold 276,000 198,000 514,000 389,000
Dealer consignment vehicles sold 205,000 182,000 399,000 354,000
Total vehicles sold 481,000 380,000 913,000 743,000
Gross merchandise value ("GMV") (in billions)
$ 10.5 $ 7.5 $ 19.6 $ 14.4
Auction and related fees yield 2.5% 2.9% 2.6% 2.9%
* Includes depreciation and amortization
Overview of Marketplace Results for the Three Months Ended June 30, 2026 and 2025
Total Marketplace Revenue
Revenue from the Marketplace segment increased $71.8 million, or 19%, to $447.3 million for the three months ended June 30, 2026, compared with $375.5 million for the three months ended June 30, 2025. The increase in revenue was primarily attributable to the 27% increase in the number of vehicles sold. For the three months ended June 30, 2026, there were increases in auction and related fees, purchased vehicle sales and SaaS and other revenue. The change in revenue included the impact of an increase in revenue of $2.1 million due to fluctuations in the euro exchange rate.
The 27% increase in the number of vehicles sold was comprised of a 39% increase in commercial vehicles sold and a 13% increase in dealer consignment vehicles sold. The increase in commercial vehicles sold was primarily due to the onboarding of a new private label customer and an increase in off-lease vehicles sold. The GMV of vehicles sold for the three months ended June 30, 2026 and 2025 was approximately $10.5 billion and $7.5 billion, respectively. The year-over-year increase in GMV for the three months ended June 30, 2026 was driven by the increase in vehicles sold and an increase in the average value of vehicles sold.
Auction and Related Fees
Auction and related fees increased $45.1 million, or 21%, to $259.0 million for the three months ended June 30, 2026, compared with $213.9 million for the three months ended June 30, 2025. Yield represents auction and related fees divided by GMV. Yield decreased 40 basis points to 2.5% for the three months ended June 30, 2026, compared with 2.9% for the three months ended June 30, 2025. The year-over-year decrease in consolidated yield for the three months ended June 30, 2026, was driven by an increased mix of commercial vehicles which carry lower yields than the consolidated average, as well as an increase in the average value of vehicles sold.
SaaS and Other Revenue
SaaS and other revenue increased $10.3 million, or 16%, to $73.4 million for the three months ended June 30, 2026, compared with $63.1 million for the three months ended June 30, 2025, primarily as a result of increases in SaaS revenues of $5.4 million, other repossession revenue of $4.8 million and other miscellaneous revenues aggregating approximately $0.1 million.
8
Purchased Vehicle Sales
The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicles sold, which represent approximately 2% of total vehicles sold. Purchased vehicle sales increased $16.4 million, or 17%, to $114.9 million for the three months ended June 30, 2026, compared with $98.5 million for the three months ended June 30, 2025, primarily as a result of an increase in the number of purchased vehicles sold in the U.S. marketplace, partially offset by a decrease in the average selling price of purchased vehicles sold in the U.S. marketplace, and further offset by a decrease in the number of purchased vehicles sold in Europe, partially offset by an increase in the average selling price of purchased vehicles sold in Europe.
Gross Profit
For the three months ended June 30, 2026, gross profit from the Marketplace segment increased $20.9 million, or 17%, to $141.5 million, compared with $120.6 million for the three months ended June 30, 2025. Gross profit improvements were driven by a $17.1 million net increase in auction and service volumes (which is net of a decrease resulting from a higher mix of commercial vehicles sold and partially offset by $4.9 million of transportation margin compression). The gross profit improvement also included a $2.7 million increase from pricing and a $1.5 million benefit resulting from the absence of Canadian DST expense for the current period (see below). These improvements were partially offset by a decrease in other miscellaneous items aggregating $0.4 million.
Gross profit from the Marketplace segment was 31.6% of revenue for the three months ended June 30, 2026, compared with 32.1% of revenue for the three months ended June 30, 2025. Gross profit as a percentage of revenue decreased for the three months ended June 30, 2026 as compared with the three months ended June 30, 2025, primarily due to reduced margins in transportation services as a result of elevated fuel prices in North America, and an increase in purchased vehicle sales, partially offset by higher pricing and increased auction and service volumes.
As of March 31, 2026, the Company recorded a receivable of $10.0 million (C$13.9 million) within trade receivables on the consolidated balance sheet, representing the refund due for amounts previously remitted to the Canada Revenue Agency for the repeal of the Canadian Digital Services Tax in March 2026. In the second quarter of 2026, the Company received the full cash refund.
Provision for Credit Losses
Provision for credit losses from the Marketplace segment increased $1.2 million, or 600%, to $1.4 million for the three months ended June 30, 2026, compared with $0.2 million for the three months ended June 30, 2025, mainly as a result of growth in the Marketplace business.
Selling, General and Administrative
Selling, general and administrative expenses from the Marketplace segment increased $10.0 million, or 10%, to $109.9 million for the three months ended June 30, 2026, compared with $99.9 million for the three months ended June 30, 2025, primarily as a result of increases in sales-related expenses of $3.8 million, stock-based compensation of $3.4 million, compensation expense of $1.9 million, professional fees of $1.1 million and other miscellaneous expenses aggregating $1.2 million, partially offset by a decrease in severance of $1.4 million.
Loss on Sale of Property
In April 2025, the Company closed on the sale of excess property in Montreal that was originally purchased as part of the December 2023 Manheim Canada acquisition. This transaction resulted in a loss on sale of approximately $7.0 million in the second quarter of 2025.
Overview of Marketplace Results for the Six Months Ended June 30, 2026 and 2025
Total Marketplace Revenue
Revenue from the Marketplace segment increased $142.1 million, or 20%, to $868.8 million for the six months ended June 30, 2026, compared with $726.7 million for the six months ended June 30, 2025. The increase in revenue was primarily attributable to the 23% increase in the number of vehicles sold. For the six months ended June 30, 2026, there were increases in auction and related fees, purchased vehicle sales and SaaS and other revenue. The change in revenue included the impact of an increase in revenue of $15.2 million due to fluctuations in the euro and Canadian dollar exchange rates.
9
The 23% increase in the number of vehicles sold was comprised of a 32% increase in commercial vehicles sold and a 13% increase in dealer consignment vehicles sold. The increase in commercial vehicles sold was primarily due to the onboarding of a new private label customer and an increase in off-lease vehicles sold. The GMV of vehicles sold for the six months ended June 30, 2026 and 2025 was approximately $19.6 billion and $14.4 billion, respectively. The year-over-year increase in GMV for the six months ended June 30, 2026 was driven by the increase in vehicles sold and an increase in the average value of vehicles sold.
Auction and Related Fees
Auction and related fees increased $88.0 million, or 21%, to $500.8 million for the six months ended June 30, 2026, compared with $412.8 million for the six months ended June 30, 2025. Yield represents auction and related fees divided by GMV. Yield decreased 30 basis points to 2.6% for the six months ended June 30, 2026, compared with 2.9% for the six months ended June 30, 2025. The year-over-year decrease in consolidated yield for the six months ended June 30, 2026, was driven by an increased mix of commercial vehicles which carry lower yields than the consolidated average, as well as an increase in the average value of vehicles sold.
SaaS and Other Revenue
SaaS and other revenue increased $11.2 million, or 9%, to $140.9 million for the six months ended June 30, 2026, compared with $129.7 million for the six months ended June 30, 2025, primarily as a result of increases in SaaS revenues of $6.6 million and other repossession revenue of $5.1 million, partially offset by net decreases in other miscellaneous revenues aggregating approximately $0.5 million.
Purchased Vehicle Sales
The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicles sold, which represent approximately 2% of total vehicles sold. Purchased vehicle sales increased $42.9 million, or 23%, to $227.1 million for the six months ended June 30, 2026, compared with $184.2 million for the six months ended June 30, 2025, primarily as a result of an increase in the number of purchased vehicles sold in the U.S. marketplace.
Gross Profit
For the six months ended June 30, 2026, gross profit from the Marketplace segment increased $61.5 million, or 27%, to $290.8 million, compared with $229.3 million for the six months ended June 30, 2025. Gross profit improvements were driven by a $32.2 million net increase in auction and service volumes (which is net of a decrease resulting from a higher mix of commercial vehicles sold and partially offset by $5.9 million of transportation margin compression). The gross profit improvement also included an $18.8 million benefit related to the rescission of the digital services tax in Canada (see below), which includes a $15.9 million reversal of previously recognized expense and a $2.9 million benefit from the absence of expense for the current period. Additional drivers include a $12.0 million increase from pricing, partially offset by a decrease in other miscellaneous items aggregating $1.5 million.
Gross profit from the Marketplace segment was 33.5% of revenue for the six months ended June 30, 2026, compared with 31.6% of revenue for the six months ended June 30, 2025. Gross profit as a percentage of revenue increased for the six months ended June 30, 2026 as compared with the six months ended June 30, 2025, primarily due to the reversal of the Canadian digital services tax, higher pricing and increased auction and service volumes, partially offset by reduced margins in transportation services as a result of elevated fuel prices in North America in the second quarter of 2026. The $18.8 million benefit related to the rescission of the Canadian digital service tax increased gross profit as a percentage of revenue by 2.2%.
On June 28, 2024, Canada enacted a new 3% Digital Services Tax (“Canadian DST”) on certain online revenues, including online marketplace service revenues, of companies with consolidated revenues of at least €750 million. On March 26, 2026, Canada enacted a bill (C-15) including the repeal of the Canadian DST. This repeal is retroactive and applies to all periods since the tax's original inception. Consequently, the Company recorded an expense reversal of $15.9 million in the first quarter of 2026 (representing expense recorded in 2025 and prior periods, of which $2.9 million was recorded as expense in the first six months of 2025). As of March 31, 2026, the Company recorded a receivable of $10.0 million (C$13.9 million) within trade receivables on the consolidated balance sheet, representing the refund due for amounts previously remitted to the Canada Revenue Agency. In the second quarter of 2026, the Company received the full cash refund.
10
Provision for Credit Losses
Provision for credit losses from the Marketplace segment increased $1.5 million, or 300%, to $2.0 million for the six months ended June 30, 2026, compared with $0.5 million for the six months ended June 30, 2025, mainly as a result of growth in the Marketplace business.
Selling, General and Administrative
Selling, general and administrative expenses from the Marketplace segment increased $25.4 million, or 13%, to $220.0 million for the six months ended June 30, 2026, compared with $194.6 million for the six months ended June 30, 2025, primarily as a result of increases in stock-based compensation of $9.6 million, sales-related expenses of $6.5 million, compensation expense of $4.9 million, travel expenses of $1.8 million, incentive-based compensation of $1.5 million, information technology costs of $1.0 million, supplies expense of $0.9 million, fluctuations in the Canadian exchange rate of $0.9 million and other miscellaneous expenses aggregating $0.4 million, partially offset by a decrease in severance of $2.1 million.
Loss on Sale of Property
In April 2025, the Company closed on the sale of excess property in Montreal that was originally purchased as part of the December 2023 Manheim Canada acquisition. This transaction resulted in a loss on sale of approximately $7.0 million in the second quarter of 2025.
11
Finance Results
As of and for the
Three Months Ended
June 30,
As of and for the
Six Months Ended
June 30,
(Dollars in millions) 2026 2025 2026 2025
Finance revenue
Interest revenue $ 56.5 $ 55.2 $ 111.4 $ 112.4
Fee and other revenue 50.8 51.0 102.3 102.7
Total Finance revenue 107.3 106.2 213.7 215.1
Finance interest expense 25.7 26.9 50.5 54.5
Net Finance margin 81.6 79.3 163.2 160.6
Finance provision for credit losses 7.5 8.5 17.2 17.5
Cost of services (exclusive of depreciation and amortization) 18.4 17.8 35.9 34.9
Selling, general and administrative 13.9 14.4 28.2 26.9
Depreciation and amortization 3.2 3.1 6.4 6.1
Operating profit $ 38.6 $ 35.5 $ 75.5 $ 75.2
Portfolio Performance Information
Floorplans originated 277,000 264,000 539,000 528,000
Floorplans curtailed* 147,000 145,000 315,000 315,000
Total loan transaction units 424,000 409,000 854,000 843,000
Total receivables managed $ 2,622.5 $ 2,347.4 $ 2,622.5 $ 2,347.4
Average receivables managed** $ 2,559.2 $ 2,337.7 $ 2,501.7 $ 2,350.8
Allowance for credit losses $ 30.0 $ 19.0 $ 30.0 $ 19.0
Allowance for credit losses as a percentage of total receivables managed 1.1% 0.8% 1.1% 0.8%
Annualized finance provision for credit losses as a percentage of average receivables managed 1.2% 1.5% 1.4% 1.5%
Receivables delinquent as a percentage of total receivables managed 0.6% 0.3% 0.6% 0.3%
* Floorplans curtailed represent existing loans that customers opt to extend beyond the initial term upon the customer making a partial principal payment and payment of accrued interest and fees.
** Average receivables managed is calculated based on the daily ending balance of total receivables managed.
Yields (Annualized)
Three Months Ended
June 30,
Six Months Ended
June 30,
% of Average Receivables Managed 2026 2025 2026 2025
Finance revenue yield
Interest revenue 8.9 % 9.5 % 9.0 % 9.6 %
Fee and other revenue 7.9 % 8.7 % 8.2 % 8.8 %
Total Finance revenue yield 16.8 % 18.2 % 17.2 % 18.4 %
Finance interest expense 4.0 % 4.6 % 4.0 % 4.6 %
Net Finance margin 12.8 % 13.6 % 13.2 % 13.8 %
Overview of Finance Results for the Three Months Ended June 30, 2026 and 2025
Revenue
For the three months ended June 30, 2026, the Finance segment revenue increased $1.1 million, or 1%, to $107.3 million, compared with $106.2 million for the three months ended June 30, 2025. The increase in revenue was primarily the result of a 4% increase in loan transaction units (vehicle finance transactions) and an increase in loan values, partially offset by decreases in interest yields driven by a decrease in average prime rates.
12
Finance Interest Expense
For the three months ended June 30, 2026, finance interest expense decreased $1.2 million, or 4%, to $25.7 million, compared with $26.9 million for the three months ended June 30, 2025. The decrease in finance interest expense was attributable to an approximately 0.6% decrease in the average interest rate on the securitization obligations, partially offset by an increase in the average balance on the AFC securitization obligations.
Net Finance Margin (Annualized)
For the three months ended June 30, 2026, the net Finance margin percent decreased 0.8% to 12.8%, compared with 13.6% for the three months ended June 30, 2025. The decrease was attributable to a 0.8% decrease in fee and other revenue yield driven by increasing loan values and other fee changes. The net interest yield was 4.9% for the three months ended June 30, 2026 and 2025.
Finance Provision for Credit Losses
For the three months ended June 30, 2026, the finance provision for credit losses decreased $1.0 million, or 12%, to $7.5 million, compared with $8.5 million for the three months ended June 30, 2025. The provision for credit losses decreased to 1.2% of the average receivables managed for the three months ended June 30, 2026 from 1.5% for the three months ended June 30, 2025. The provision for credit losses is expected to be approximately 2% or under, on a long-term basis, of the average receivables managed balance. However, the actual losses in any particular quarter or year could deviate from this range.
Cost of Services
For the three months ended June 30, 2026, cost of services for the Finance segment increased $0.6 million, or 3%, to $18.4 million, compared with $17.8 million for the three months ended June 30, 2025. The increase in cost of services was primarily the result of an increase in compensation expense of $1.1 million, partially offset by a decrease in inventory audit expense of $0.5 million.
Selling, General and Administrative
Selling, general and administrative expenses for the Finance segment decreased $0.5 million, or 3%, to $13.9 million for the three months ended June 30, 2026, compared with $14.4 million for the three months ended June 30, 2025 primarily as a result of decreases in compensation expense of $0.4 million, incentive-based compensation of $0.3 million, postage expense of $0.3 million and other miscellaneous expenses aggregating $0.5 million, partially offset by an increase in stock-based compensation of $1.0 million.
Overview of Finance Results for the Six Months Ended June 30, 2026 and 2025
Revenue
For the six months ended June 30, 2026, the Finance segment revenue decreased $1.4 million, or 1%, to $213.7 million, compared with $215.1 million for the six months ended June 30, 2025. The decrease in revenue was primarily the result of decreases in interest yields driven by a decrease in average prime rates, partially offset by an increase in loan values and a 1% increase in loan transaction units (vehicle finance transactions).
Finance Interest Expense
For the six months ended June 30, 2026, finance interest expense decreased $4.0 million, or 7%, to $50.5 million, compared with $54.5 million for the six months ended June 30, 2025. The decrease in finance interest expense was attributable to an approximately 0.7% decrease in the average interest rate on the securitization obligations, partially offset by an increase in the average balance on the AFC securitization obligations.
Net Finance Margin (Annualized)
For the six months ended June 30, 2026, the net Finance margin percent decreased 0.6% to 13.2%, compared with 13.8% for the six months ended June 30, 2025. The decrease was attributable to a 0.6% decrease in fee and other revenue yield driven by increasing loan values and other fee changes. The net interest yield was approximately 5.0% for the six months ended June 30, 2026 and 2025.
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Finance Provision for Credit Losses
For the six months ended June 30, 2026, the finance provision for credit losses decreased $0.3 million, or 2%, to $17.2 million, compared with $17.5 million for the six months ended June 30, 2025. The provision for credit losses decreased to 1.4% of the average receivables managed for the six months ended June 30, 2026 from 1.5% for the six months ended June 30, 2025. The provision for credit losses is expected to be approximately 2% or under, on a long-term basis, of the average receivables managed balance. However, the actual losses in any particular quarter or year could deviate from this range.
Cost of Services
For the six months ended June 30, 2026, cost of services for the Finance segment increased $1.0 million, or 3%, to $35.9 million, compared with $34.9 million for the six months ended June 30, 2025. The increase in cost of services was primarily the result of increases in compensation expense of $2.2 million and other miscellaneous expenses aggregating $0.1 million, partially offset by decreases in inventory audit expense of $1.0 million and incentive-based compensation of $0.3 million.
Selling, General and Administrative
Selling, general and administrative expenses for the Finance segment increased $1.3 million, or 5%, to $28.2 million for the six months ended June 30, 2026, compared with $26.9 million for the six months ended June 30, 2025 primarily as a result of an increase in stock-based compensation of $2.6 million, partially offset by decreases in postage expense of $0.6 million, professional fees of $0.4 million and other miscellaneous expenses aggregating $0.3 million.
Select Finance Balance Sheet Items
(Dollars in millions)
June 30,
2026
December 31,
2025
Tangible Assets
Total assets $ 2,970.2 $ 2,763.6
Intangible assets 257.2 258.2
Tangible assets $ 2,713.0 $ 2,505.4
Tangible parent equity
Total parent equity*** $ 821.7 $ 792.6
Intangible assets 257.2 258.2
Tangible parent equity*** $ 564.5 $ 534.4
*** Parent equity represents OPENLANE's net investment in AFC. Tangible parent equity is a non-GAAP measure of AFC's capital.
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LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2026, our sources of liquidity consisted of cash on hand, working capital and amounts available under our Revolving Credit Facilities. Our principal ongoing sources of liquidity consist of cash generated by operations and borrowings under our Revolving Credit Facilities.
(Dollars in millions)
June 30,
2026
December 31,
2025
June 30,
2025
Cash and cash equivalents $ 189.7 $ 141.5 $ 119.1
Working capital 478.3 407.7 395.4
Amounts available under the Revolving Credit Facilities 405.7 409.9 410.9
Cash provided by operating activities for the six months ended
212.4 194.2
We regularly evaluate alternatives for our capital structure and liquidity given our expected cash flows, growth and operating capital requirements as well as capital market conditions.
Summary of Cash Flows
Six Months Ended
June 30,
(Dollars in millions) 2026 2025
Net cash provided by (used by):
Operating activities $ 212.4 $ 194.2
Investing activities (243.3) (29.4)
Financing activities 76.8 (218.9)
Effect of exchange rate on cash (13.5) 19.2
Net increase (decrease) in cash, cash equivalents and restricted cash $ 32.4 $ (34.9)
Cash flow from operating activities Net cash provided by operating activities was $212.4 million for the six months ended June 30, 2026, compared with$194.2 million for the six months ended June 30, 2025. Cash provided by operating activities for the six months ended June 30, 2026 consisted primarily of cash earnings and an increase in accounts payable and accrued expenses, partially offset by an increase in trade receivables and other assets. Cash provided by operating activities for the six months ended June 30, 2025 consisted primarily of cash earnings and an increase in accounts payable and accrued expenses, partially offset by an increase in trade receivables and other assets. The increase in operating cash flow was primarily attributable to increased profitability, partially offset by changes in operating assets and liabilities as a result of the timing of collections and disbursement of funds to consignors for marketplace sales held near period-ends.
Changes in AFC’s accounts payable balance are presented in cash flows from operating activities, while changes in AFC’s finance receivables are presented in cash flows from investing activities and changes in AFC's obligations collateralized by finance receivables are presented in cash flows from financing activities. Variations in these balances can lead to significant fluctuations across operating, investing and financing cash flows. Growth and contraction in AFC’s finance receivables portfolio can result in significant swings in cash flows in a given period as approximately 70% to 75% of AFC’s finance receivables portfolio is funded through its securitization facilities with the remainder funded through other sources of liquidity including cash on hand and working capital.
Cash flow from investing activities Net cash used by investing activities was $243.3 million for the six months ended June 30, 2026, compared with$29.4 million for the six months ended June 30, 2025. The cash used by investing activities for the six months ended June 30, 2026 was primarily from an increase in finance receivables held for investment and purchases of property, equipment and computer software. The cash used by investing activities for the six months ended June 30, 2025 was primarily from an increase in finance receivables held for investment and purchases of property, equipment and computer software, partially offset by proceeds from the sale of property.
Cash flow from financing activities Net cash provided by financing activities was $76.8 million for the six months ended June 30, 2026, compared with net cash used by operating activities of $218.9 million for the six months ended June 30, 2025. The cash provided by financing activities for the six months ended June 30, 2026 was primarily due to a net increase in obligations collateralized by finance receivables, partially offset by repurchases
15
and retirement of common stock. The cash used by financing activities for the six months ended June 30, 2025 was primarily due to payments on long-term debt, repayments on lines of credit and dividends paid on the Series A Preferred Stock, partially offset by a net increase in obligations collateralized by finance receivables.
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EX-99.3 — EXHIBIT 99.3 - EARNINGS SLIDES
EX-99.3
Filename: q22026openlaneearningssl.htm · Sequence: 4
q22026openlaneearningssl
1 Q2 | 2026 Q2 2026 Earnings August 4, 2026
2 Q2 | 2026 Forward-Looking Statements Certain statements contained in this presentation include, and OPENLANE may make related oral, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements made that are not historical facts (including but not limited to expectations, estimates, assumptions, projections and/or financial guidance) may be forward-looking statements. Words such as "should," "may," "will," "would," "anticipate," "expect," "project," "intend,“ “contemplate,” "plan," "believe," "seek," "estimate," "assume," “can,” "could," "continue,” "outlook," “target” and similar expressions identify forward-looking statements. Such statements are based on management's current assumptions, expectations and/or beliefs, are not guarantees of future performance and are subject to substantial risks, uncertainties and changes that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" in OPENLANE’s annual and quarterly periodic reports, and in OPENLANE’s other filings and reports filed with the Securities and Exchange Commission. Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. The forward-looking statements are made as of the date of this presentation. OPENLANE undertakes no obligation to update any forward-looking statements. Non-GAAP Financial Measures In addition to the financial measures contained in this presentation that are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), this presentation also includes certain non-GAAP financial measures. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Free Cash Flow, Adjusted Free Cash Flow Conversion, Operating adjusted income, and Operating adjusted income per diluted share (or “Operating Adjusted EPS”) as presented herein are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with GAAP. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Management believes that these measures provide investors additional meaningful methods to evaluate certain aspects of OPENLANE’s results period over period and for the other reasons set forth below. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. Reconciliations of each non-GAAP financial measure to its most comparable GAAP financial measure are provided in the Reconciliations section of the presentation. EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items of income and expense and expected incremental revenue and cost savings as described in our senior secured credit agreement covenant calculations. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal measures of performance used by our creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate our performance. Adjusted EBITDA Margin represents Adjusted EBITDA divided by revenue. Free Cash Flow (or “FCF”) is defined as net cash provided by operating activities, less purchases of property, equipment and computer software. Adjusted Free Cash Flow is Free Cash Flow adjusted for the cash portion of EBITDA addbacks to calculate Adjusted EBITDA, the net change in finance receivables held for investment and the net change in obligations collateralized by finance receivables. Management uses Adjusted Free Cash Flow to measure the funds generated in a given period that are available for capital allocation. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA. Operating adjusted income is defined as net income adjusted for acquired amortization expense, gains/losses on sale of property or businesses, impairments to goodwill or other intangible assets and certain other non-recurring items. Amortization expense associated with acquired intangible assets is not representative of ongoing capital expenditures but has a continuing effect on our reported results. Management believes Operating adjusted income provides comparability to other companies that may not have incurred these types of non-cash expenses or that report a similar measure. Operating Adjusted EPS represents Operating adjusted income divided by weighted average diluted shares, with preferred shares treated as converted for the entire period.
3 Q2 | 2026 Letter to Stockholders Peter Kelly, CEO Our second quarter performance clearly demonstrates the power of OPENLANE’s growth engine. On a consolidated basis, we grew revenue by 15%, delivered $103 million in Adjusted EBITDA, and increased marketplace GMV to $10.5 billion. In our dealer business, we grew US vehicles sold by approximately 31%, significantly outpacing the industry. Our 2025 go-to-market investments are ramping toward full capacity, and we are leaning into additional investments based on that success. In the commercial business, we grew vehicles sold by 39%, or 14% excluding the addition of our latest commercial customer. We remain in the very early days of the off-lease inflection, and expect growth in off-lease volumes throughout the remainder of 2026 and beyond. Moving to our finance segment, AFC also had another good quarter, growing loan transactions, active dealers, and average receivables managed while holding the loan loss rate to 1.2% and generating $46 million in Adjusted EBITDA. As I look to the second half of 2026, our strategy remains sound and our unique digital model continues to differentiate OPENLANE in the market. All of this gives me confidence in raising our 2026 consolidated Adjusted EBITDA guidance to the range of $385-$400 million.
Q2 | 2026 4 We connect the leading automotive manufacturers, dealers, rental companies, fleet operators, captive finance and lending institutions as buyers and sellers to create the most advanced digital marketplace for wholesale used vehicles. Marketplace Segment About Our Company Two Business Segments Finance Segment Best Marketplace Best Experience Best Technology Strategic Differentiators Our Purpose We make wholesale easy so our customers can be more successful.
Q2 | 2026 5 total vehicles sold average listings per month gross merchandise value 1.5M 200K+ $29B Commercial 40+ exclusive OEM & financial institution customers Marketplace Segment: OPENLANE Digital Marketplace Leader With Deep Strength in Dealer & Commercial Vehicles Dealer 50K active buyers and sellers in the marketplace 2025 data.
Q2 | 2026 6 Floorplan Lifecycle Finance Segment: AFC Highly Digital Model With Localized Approach Finance Purchase1 Manage Account Add Ancillary Services Payoff Vehicle Application Underwriting finance transactions 1.7M 1.5-2% 15K unique independent dealers $2.4B average receivables managed 1 Includes both auction and non-auction purchases, such as consumer trade-ins. 2025 data.
Q2 | 2026 7 Highly Synergistic Business Model Marketplace Segment Finance Segment Cross-pollination of dealer recruitment & engagement Dealer credit drives transactions & wallet-share Bundled products, services & promotions Cash generation for investment in innovation
8 Q2 | 2026 Financial Highlights
Q2 | 2026 9 Q2 2026 Financial Highlights Q2’26 Q2’25 YOYΔ Revenue $554.6M $481.7M 15% Net Income $44.3M $33.4M 33% Adjusted EBITDA $103.2M $86.7M 19% Adjusted EBITDA Margin 18.6% 18.0% 60 bps Cash Flow from Operating Activities $52.8M $71.6M (26%) Adjusted Free Cash Flow $53.4M $86.5M (38%) Net Income Per Share1 $0.32 $0.15 113% Operating Adjusted EPS1 $0.40 $0.33 21% 1 Per share amounts are presented on a diluted basis. Operating Adjusted EPS also assumes conversion of preferred shares on January 1 of each respective period.
Q2 | 2026 10 Growth Q2 2026 Financial Trends Profitability Cash Generation YOY Growth 9% 8% 9% 15% 15% Adjusted EBITDA Margin 18% 17% 15% 18% 19% Adjusted EBITDA Net IncomeRevenue Excl. Purchased Vehicles Adjusted FCF Cash Flow from Operating ActivitiesPurchased Vehicles Adjusted FCF Conversion (TTM) 91% 61% 89% 75% 62% $33.4 $47.9 $59.5 $48.9 $44.3 $52.8 $159.6 $125.5 $72.2$71.6
Q2 | 2026 11 Dealer Q2 2026 Operational Marketplace Metrics Commercial GMV ($B) Units Sold (000s) Yield (%)GMV ($B) Units Sold (000s) Yield (%) Gross merchandise value (“GMV”) represents the total dollar value of vehicles sold through our marketplaces. Yield represents Auction and Related Fees divided by GMV.
Q2 | 2026 12 Q2 2026 Operational AFC Metrics Net Finance Margin2 Loan Loss Rate 1 Calculated based on the daily ending balance of total receivables managed. 2 Net Finance Margin was previously labeled "Net Finance Yield." There has been no change to the underlying metric. Avg Receivables Managed1
Q2 | 2026 13 Full-Year FY26 Guidance 2026 Guidance (In millions, except per share amounts) Previous Guidance (May 5, 2026) Revised Guidance (August 4, 2026) Adjusted EBITDA $365 to $385 $385 to $400 Operating Adjusted EPS $1.28 to $1.42 $1.40 to $1.50 Capital Expenditures $55 to $60 $55 to $60 Note: Per share amounts are presented on a diluted basis. Revised guidance is based on Net Income of $163 million to $176 million and Net Income per Share of $1.23 to $1.33 (up from previous guidance of $147 million to $164 million and $1.09 to $1.23, respectively).
14 Q2 | 2026 Reconciliations and Other
Q2 | 2026 15 Quarterly Revenue ($ in millions), (Unaudited) 2024 2025 2026 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Operating revenues Auction and related fees $180.4 $182.7 $188.2 $184.0 $198.9 $213.9 $215.2 $205.5 $241.8 $259.0 SaaS and other revenue 79.7 73.1 73.1 69.2 66.6 63.1 65.3 62.1 67.5 73.4 Purchased vehicle sales 58.2 80.2 93.0 95.6 85.7 98.5 108.9 117.1 112.2 114.9 Finance revenue 111.6 107.8 105.5 106.2 108.9 106.2 109.0 109.6 106.4 107.3 Total operating revenues $429.9 $443.8 $459.8 $455.0 $460.1 $481.7 $498.4 $494.3 $527.9 $554.6
Q2 | 2026 16 Q2 2026 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended June 30, 2026 Marketplace Finance Consolidated Net income $15.1 $29.2 $44.3 Add back: Income taxes 7.4 9.4 16.8 Finance interest expense - 25.7 25.7 Interest expense, net of interest income 9.0 - 9.0 Depreciation and amortization 19.1 3.2 22.3 EBITDA $50.6 $67.5 $118.1 Non-cash stock-based compensation 6.9 2.0 8.9 Securitization interest - (23.1) (23.1) Severance 1.1 - 1.1 Foreign currency gains (1.2) - (1.2) ERP implementation costs 0.5 0.1 0.6 Realized gain on investment securities (1.3) - (1.3) Other 0.1 - 0.1 Total addbacks (deductions) 6.1 (21.0) (14.9) Adjusted EBITDA $56.7 $46.5 $103.2 Revenue $447.3 $107.3 $554.6 Net income margin 3.4% 27.2% 8.0% Adjusted EBITDA Margin 12.7% 43.3% 18.6%
Q2 | 2026 17 Q1 2026 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended March 31, 2026 Marketplace Finance Consolidated Net income $21.2 $27.7 $48.9 Add back: Income taxes 7.2 9.2 16.4 Finance interest expense - 24.8 24.8 Interest expense, net of interest income 9.7 - 9.7 Depreciation and amortization 19.7 3.2 22.9 EBITDA $57.8 $64.9 $122.7 Non-cash stock-based compensation 7.6 2.1 9.7 Securitization interest - (22.0) (22.0) Severance 1.6 0.1 1.7 Foreign currency losses (gains) 0.1 (0.1) - ERP implementation costs 0.3 0.1 0.4 Impact of Canadian DST related to prior years (15.9) - (15.9) Other 0.1 - 0.1 Total addbacks (deductions) (6.2) (19.8) (26.0) Adjusted EBITDA $51.6 $45.1 $96.7 Revenue $421.5 $106.4 $527.9 Net income margin 5.0% 26.0% 9.3% Adjusted EBITDA Margin 12.2% 42.4% 18.3%
Q2 | 2026 18 Q4 2025 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended December 31, 2025 Marketplace Finance Consolidated Net income $25.8 $33.7 $59.5 Add back: Income taxes (30.9) 3.1 (27.8) Finance interest expense - 27.3 27.3 Interest expense, net of interest income 9.6 - 9.6 Depreciation and amortization 20.1 3.2 23.3 EBITDA $24.6 $67.3 $91.9 Non-cash stock-based compensation 3.9 1.1 5.0 Securitization interest - (24.9) (24.9) Severance 1.4 0.7 2.1 Foreign currency losses 1.1 0.1 1.2 ERP implementation costs 0.5 0.1 0.6 Other 0.1 - 0.1 Total addbacks (deductions) 7.0 (22.9) (15.9) Adjusted EBITDA $31.6 $44.4 $76.0 Revenue $384.7 $109.6 $494.3 Net income margin 6.7% 30.7% 12.0% Adjusted EBITDA Margin 8.2% 40.5% 15.4%
Q2 | 2026 19 Q3 2025 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended September 30, 2025 Marketplace Finance Consolidated Net income $18.5 $29.4 $47.9 Add back: Income taxes 0.8 7.4 8.2 Finance interest expense - 28.1 28.1 Interest expense, net of interest income 0.6 - 0.6 Depreciation and amortization 19.7 3.0 22.7 EBITDA $39.6 $67.9 $107.5 Non-cash stock-based compensation 3.4 1.0 4.4 Securitization interest - (25.6) (25.6) Severance 2.3 0.1 2.4 Foreign currency (gains) losses (1.7) 0.1 (1.6) Total addbacks (deductions) 4.0 (24.4) (20.4) Adjusted EBITDA $43.6 $43.5 $87.1 Revenue $389.4 $109.0 $498.4 Net income margin 4.8% 27.0% 9.6% Adjusted EBITDA Margin 11.2% 39.9% 17.5%
Q2 | 2026 20 Q2 2025 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended June 30, 2025 Marketplace Finance Consolidated Net income $8.6 $24.8 $33.4 Add back: Income taxes 7.5 10.8 18.3 Finance interest expense - 26.9 26.9 Interest expense, net of interest income 1.3 - 1.3 Depreciation and amortization 19.9 3.1 23.0 EBITDA $37.3 $65.6 $102.9 Non-cash stock-based compensation 3.4 1.0 4.4 Securitization interest - (24.4) (24.4) Loss on sale of property 7.0 - 7.0 Severance 2.3 0.1 2.4 Foreign currency (gains) losses (5.5) (0.1) (5.6) Total addbacks (deductions) 7.2 (23.4) (16.2) Adjusted EBITDA $44.5 $42.2 $86.7 Revenue $375.5 $106.2 $481.7 Net income margin 2.3% 23.4% 6.9% Adjusted EBITDA Margin 11.9% 39.7% 18.0%
Q2 | 2026 21 Operating Adjusted EPS Reconciliation ($ in millions, except per share amounts), (Unaudited) Three Months ended June 30, 2026 2025 Net income $44.3 $33.4 Acquired amortization expense 8.0 8.3 Loss on sale of property - 7.0 ERP implementation costs 0.6 - Realized gain on investment securities (1.3) - Income taxes (1) (1.8) (1.4) Operating adjusted income $49.8 $47.3 Operating Adjusted EPS (2) $0.40 $0.33 Weighted average diluted shares - including assumed conversion of preferred shares on January 1 of each respective period 125.8 144.4 (1) For the three and six months ended June 30, 2026 and 2025, each tax-deductible item was booked to the applicable statutory rate. (2) The Series A Preferred Stock dividends and undistributed earnings allocated to participating securities have not been included in the determination of Operating adjusted income for purposes of calculating Operating Adjusted EPS.
Q2 | 2026 22 Adjusted Free Cash Flow Reconciliation ($ in millions), (Unaudited) 2024 2025 2026 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Net cash provided by operating activities $37.5 $122.4 $32.7 $122.6 $71.6 $72.2 $125.5 $159.6 $52.8 Purchases of property, equipment and computer software (13.0) (13.1) (14.0) (11.9) (14.2) (14.6) (14.7) (13.1) (13.8) Free Cash Flow 24.5 109.3 18.7 110.7 57.4 57.6 110.8 146.5 39.0 Acquisition related costs 0.6 - - - - - - - - Severance 2.0 2.0 1.2 3.9 2.1 1.6 2.6 3.1 1.2 Professional fees related to business improvement efforts 1.1 - - - - - - - - Other 0.2 0.2 0.2 0.5 0.6 0.1 0.8 0.1 1.5 Net (increase) decrease in finance receivables held for investment 59.5 17.3 (147.1) (19.8) (25.2) (151.1) 60.8 (30.5) (186.2) Net (decrease) increase in obligations collateralized by finance receivables (23.3) (36.9) 142.5 (2.2) 51.6 96.4 (63.4) (63.1) 197.9 Adjusted Free Cash Flow $64.6 $91.9 $15.5 $93.1 $86.5 $4.6 $111.6 $56.1 $53.4 Net income $10.7 $28.4 $52.3 $36.9 $33.4 $47.9 $59.5 $48.9 $44.3 Operating cash flow conversion (TTM) 418% 395% 266% 246% 231% 175% 221% 226% 204% Adjusted EBITDA $71.4 $74.5 $72.7 $82.8 $86.7 $87.1 $76.0 $96.7 $103.2 Adjusted Free Cash Flow Conversion (TTM) 66% 71% 70% 88% 91% 61% 89% 75% 62%
Q2 | 2026 23 2026 Guidance Reconciliation 2026 GUIDANCE - PREVIOUS 2026 GUIDANCE - REVISED (In millions, except per share amounts) (Unaudited) Low High Low High Net income $147 $164 $163 $176 Add back: Income taxes 54 58 59 63 Finance interest expense 102 101 106 106 Interest expense, net of interest income 40 40 40 38 Depreciation and amortization 92 92 90 90 EBITDA $435 $455 $458 $473 Total addbacks (deductions), net (70) (70) (73) (73) Adjusted EBITDA $365 $385 $385 $400 Net income per share – diluted * $1.09 $1.23 $1.23 $1.33 Net income $147 $164 $163 $176 Total adjustments, net 13 14 13 13 Operating adjusted income $160 $178 $176 $189 Operating Adjusted EPS $1.28 $1.42 $1.40 $1.50 Weighted average diluted shares – including assumed conversion of preferred shares on January 1, 2026 125 125 126 126 * The company uses the two-class method of calculating net income per diluted share. Under the two-class method, net income is adjusted for dividends and undistributed earnings (losses) to the holders of the Series A Preferred Stock (based on the weighted average number of participating securities outstanding during the period). The weighted average diluted shares used in the net income per diluted share calculation reflect the additional common shares resulting from the conversion of the remaining preferred shares into shares of common stock, weighted from the dates of conversion. Previous guidance assumed conversion in June 2026; revised guidance reflects the actual conversion in May 2026.
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v3.26.1
Document and Entity Information Document
Aug. 04, 2026
Cover [Abstract]
Document Type
8-K
Document Period End Date
Aug. 04, 2026
Entity Registrant Name
OPENLANE, Inc.
Entity Incorporation, State or Country Code
DE
Entity File Number
001-34568
Entity Tax Identification Number
20-8744739
Entity Address, Address Line One
11299 N. Illinois Street, Suite 500
Entity Address, City or Town
Carmel
Entity Address, State or Province
IN
Entity Address, Postal Zip Code
46032
City Area Code
800
Local Phone Number
923-3725
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Title of 12(b) Security
Common Stock, par value $0.01 per share
Trading Symbol
OPLN
Security Exchange Name
NYSE
Entity Emerging Growth Company
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Entity Central Index Key
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