Openlane reports $44.7 million net income for Q3 2026

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For the quarterly period ended June September 30, 2026

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As of July October 31, 2026, 122,797,455 121,414,234 shares of the registrant's common stock, par value $ 0.01 per share, were outstanding.

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Financial statements 376 changes

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Three Months Ended June 30, Six Months Ended June 30,

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

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

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

Three Months Ended September 30, Nine Months Ended September 30,

Auction and related fees $ 253.2 $ 215.2 $ 754.0 $ 628.0

SaaS and other revenue 73.9 65.3 214.8 195.0

Purchased vehicle sales 119.4 108.9 346.5 293.1

Finance revenue 114.7 109.0 328.4 324.1

Total operating revenues 561.2 498.4 1,643.7 1,440.2

Cost of services (exclusive of depreciation and amortization) 306.4 254.4 578.1 496.0 309.3 270.2 887.4 766.2

Finance interest expense 28.2 28.1 78.7 82.6

Provision for credit losses 8.4 11.5 27.6 29.5

Selling, general and administrative 123.4 110.9 371.6 332.4

Depreciation and amortization 21.5 22.7 66.7 68.4

Loss on sale of property — 7.0 — — 7.0

Total operating expenses 490.8 443.4 1,432.0 1,286.1

Operating profit 70.4 55.0 211.7 154.1

Interest expense 10.0 1.1 30.1 8.2

Other income, net ( 0.4 ) ( 2.2 ) ( 5.6 ) ( 14.6 )

Loss on extinguishment of debt 0.7 — 0.7 —

Income before income taxes 60.1 56.1 186.5 160.5

Income taxes 15.4 8.2 48.6 42.3

Net income $ 44.7 $ 47.9 $ 137.9 $ 118.2

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Net income $ 44.3 $ 33.4 $ 93.2 $ 70.3

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 $ 44.7 $ 47.9 $ 137.9 $ 118.2

Series A Preferred Stock dividends — 3.3 ( ( 11.1 ) ( 8.6 ) ( 22.2 33.3 )

Net income attributable to participating securities — ( 9.2 ) ( 9.5 ) ( 21.2 )

Net income attributable to common stockholders $ 44.7 $ 27.6 $ 119.8 $ 63.7

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Basic $ 0.33 $ 0.16 $ 0.68 $ 0.34

Diluted $ 0.32 $ 0.15 $ 0.67 $ 0.33

Basic $ 0.36 $ 0.26 $ 1.05 $ 0.59

Diluted $ 0.36 $ 0.25 $ 1.02 $ 0.59

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Three Months Ended June 30, Six Months Ended June 30,

Net income $ 44.3 $ 33.4 $ 93.2 $ 70.3

Three Months Ended September 30, Nine Months Ended September 30,

Net income $ 44.7 $ 47.9 $ 137.9 $ 118.2

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Foreign currency translation gain (loss) ( 9.6 ) 27.6 ( 17.4 ) 32.0

Comprehensive income $ 34.7 $ 61.0 $ 75.8 $ 102.3

Foreign currency translation gain (loss) ( 2.6 ) ( 8.4 ) ( 20.0 ) 23.6

Comprehensive income $ 42.1 $ 39.5 $ 117.9 $ 141.8

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Restricted cash 28.1 43.9

Cash and cash equivalents $ 189.7 244.9 $ 141.5

Restricted cash 34.7 43.9

Trade receivables, net of allowances of $ 9.6 10.2 and $ 9.7

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Other current assets 98.4 103.3 86.7

Total current assets 3,328.5 3,564.1 3,011.6

Goodwill 1,236.1 1,234.8 1,243.5

Customer relationships, net of accumulated amortization of $ 463.7 457.6 and $ 459.2

Other intangible assets, net of accumulated amortization of $ 570.9 554.0 and $ 555.0

Operating lease right-of-use assets 55.9 54.5 57.9

Property and equipment, net of accumulated depreciation of $ 139.4 140.1 and $ 141.5

Other assets 58.5 56.5 61.6

Total other assets 1,677.9 1,665.1 1,712.7

Total assets $ 5,006.4 5,229.2 $ 4,724.3

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Accounts payable $ 802.9 $ 665.8

Accrued interest 10.7 11.3

Accounts payable $ 827.6 $ 665.8

Accrued employee benefits and compensation expenses 42.8 55.0 50.8

Accrued interest 11.0 11.3

Other accrued expenses 85.4 87.8 90.8

Income taxes payable 15.9 18.6 21.4

Obligations collateralized by finance receivables 1,887.0 2,064.1 1,758.3

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Total current liabilities 2,850.2 3,069.6 2,603.9

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Long-term debt 529.2 528.7 530.1

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and 296 more changes in the filing

Forward-looking statements 410 changes

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Overview of Results of OPENLANE, Inc. for the Three Months Ended June September 30, 2026 and 2025:

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Auction and related fees $ 259.0 $ 213.9

Purchased vehicle sales 114.9 98.5

Finance revenue 107.3 106.2

Total operating revenues 554.6 481.7

Finance interest expense 25.7 26.9

Depreciation and amortization 22.3 23.0

Loss on sale of property — 7.0

Total operating expenses 487.1 434.3

Operating profit 67.5 47.4

Other income, net (3.6) (7.4)

Income before income taxes 61.1 51.7

Income taxes 16.8 18.3

Net income $ 44.3 $ 33.4

Auction and related fees $ 253.2 $ 215.2

SaaS and other revenue 73.4 63.1 73.9 65.3

Purchased vehicle sales 119.4 108.9

Finance revenue 114.7 109.0

Total operating revenues 561.2 498.4

Cost of services (exclusive of depreciation and amortization) 306.4 254.4 309.3 270.2

Finance interest expense 28.2 28.1

Provision for credit losses 8.9 8.7 8.4 11.5

Selling, general and administrative 123.8 114.3 123.4 110.9

Depreciation and amortization 21.5 22.7

Total operating expenses 490.8 443.4

Operating profit 70.4 55.0

Interest expense 10.0 3.1 1.1

Other income, net (0.4) (2.2)

Loss on extinguishment of debt 0.7 —

Income before income taxes 60.1 56.1

Income taxes 15.4 8.2

Net income $ 44.7 $ 47.9

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Net income $ 44.3 $ 33.4

Net income $ 44.7 $ 47.9

Series A Preferred Stock dividends (3.3) — (11.1)

Net income attributable to participating securities (3.4) (5.6) — (9.2)

Net income attributable to common stockholders $ 37.6 44.7 $ 16.7 27.6

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Diluted $ 0.32 $ 0.15

Diluted $ 0.36 $ 0.25

For the three months ended June September 30, 2026, we had revenue of $554.6 $561.2 million compared with revenue of $481.7 $498.4 million for the three months ended June September 30, 2025, an increase of 15%. 13%. For a further discussion of our operating results, see the segment results discussions below.

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Depreciation and amortization decreased $0.7 $1.2 million, or 3%, 5%, to $22.3 $21.5 million for the three months ended June September 30, 2026, compared with $23.0 $22.7 million for the three months ended June September 30, 2025. The decrease in depreciation and amortization was primarily the result of assets that have become fully amortized and depreciated.

Interest expense increased $6.9 $8.9 million or 223%, to $10.0 million for the three months ended June September 30, 2026, compared with $3.1 $1.1 million for the three months ended June September 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.

For the three months ended June September 30, 2026, we had other income of $3.6 $0.4 million compared with $7.4 $2.2 million for the three months ended June September 30, 2025. The decrease in other income was primarily attributable to a decrease in foreign currency losses on intercompany balances of $0.5 million for the three months ended September 30, 2026, compared with foreign currency gains on intercompany balances of $4.4 $1.6 million and a net for the three months ended September 30, 2025. This decrease was partially offset by an increase in other miscellaneous items income aggregating $0.7 $0.3 million, primarily a decrease in interest income. partially offset by a $1.3 million realized gain on investment securities.

Loss on Extinguishment of Debt

In September 2026, in connection with the Second Amendment to the Tenth Amended and Restated Receivables Purchase Agreement, we recorded a $0.7 million pretax charge resulting from the write-off of a portion of the unamortized securitization issuance costs.

We had an effective tax rate of 27.5% 25.6% for the three months ended June September 30, 2026, compared with an effective tax rate of 35.4% 14.6% for the three months ended June September 30, 2025. The effective tax rate for the three months ended June September 30, 2025 was unfavorably favorably impacted by an increase a decrease in the valuation allowance related to 2025 current year movement of the adjusted U.S. net deferred tax asset primarily attributable to the application of new tax legislation, the One Big Beautiful Bill Act.

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For the three months ended June September 30, 2026 compared with the three months ended June September 30, 2025, the change in the euro Canadian dollar exchange rate increased decreased revenue by $2.1 $1.9 million, operating profit by $0.1 $0.5 million and net income by $0.1 $0.3 million. For the three months ended June September 30, 2026 compared with the three months ended June September 30, 2025, the change in the Canadian dollar euro exchange rate had no effect on decreased revenue by $1.6 million, operating profit by $0.1 million and net income by $0.1 million.

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Auction and related fees $ 259.0 $ 213.9

Purchased vehicle sales 114.9 98.5

Total Marketplace revenue 447.3 375.5

Cost of services* 305.8 254.9

Gross profit 141.5 120.6

Provision for credit losses 1.4 0.2

Selling, general and administrative 109.9 99.9

Loss on sale of property — 7.0

Commercial vehicles sold 276,000 198,000

Total vehicles sold 481,000 380,000

Auction and related fees $ 253.2 $ 215.2

SaaS and other revenue 73.4 63.1 73.9 65.3

Purchased vehicle sales 119.4 108.9

Total Marketplace revenue 446.5 389.4

Cost of services* 306.9 270.0

Gross profit 139.6 119.4

Provision for credit losses 0.7 1.8

Selling, general and administrative 108.6 97.6

Depreciation and amortization 1.3 1.6 1.4 1.8

Operating profit $ 28.9 $ 11.9 18.2

Commercial vehicles sold 270,000 185,000

Dealer consignment vehicles sold 205,000 182,000 187,000

Total vehicles sold 475,000 372,000

GMV (in billions) $ 10.5 10.0 $ 7.5 7.3

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Revenue from the Marketplace segment increased $71.8 $57.1 million, or 19%, 15%, to $447.3 $446.5 million for the three months ended June September 30, 2026, compared with $375.5 $389.4 million for the three months ended June September 30, 2025. The increase in revenue was primarily attributable to the 27% 28% 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 a decrease in revenue of $2.1 $3.1 million due to fluctuations in the euro and Canadian dollar exchange rate. rates.

The 27% 28% increase in the number of vehicles sold was comprised of a 39% 46% increase in commercial vehicles sold and a 13% 10% 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 September 30, 2026 and 2025 was approximately $10.5 $10.0 billion and $7.5 $7.3 billion, respectively. The year-over-year increase in GMV for the three months ended June September 30, 2026 was driven by the increase in vehicles sold and an increase in the average value of vehicles sold.

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Auction and related fees increased $45.1 $38.0 million, or 21%, 18%, to $259.0 $253.2 million for the three months ended June September 30, 2026, compared with $213.9 $215.2 million for the three months ended June September 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 September 30, 2026, compared with 2.9% for the three months ended June September 30, 2025. The year-over-year decrease in consolidated yield for the three months ended June September 30, 2026, was driven by an increased mix of commercial vehicles which carry lower yields than the consolidated average, dealer consignment vehicles, as well as an increase in the average value of vehicles sold.

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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.

SaaS and other revenue increased $8.6 million, or 13%, to $73.9 million for the three months ended September 30, 2026, compared with $65.3 million for the three months ended September 30, 2025, primarily as a result of increases in other repossession revenue of $4.7 million due to increased repossession volumes, and SaaS revenues of $4.6 million, partially offset by a decrease in transportation revenue of approximately $0.7 million due to a lower transportation attach rate, which represents the percentage of vehicles sold through our marketplaces for which we provide transportation services.

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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.

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 $10.5 million, or 17%, 10%, to $114.9 $119.4 million for the three months ended June September 30, 2026, compared with $98.5 $108.9 million for the three months ended June September 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 The net U.S. increase was 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.

For the three months ended June September 30, 2026, gross profit from the Marketplace segment increased $20.9 $20.2 million, or 17%, to $141.5 $139.6 million, compared with $120.6 $119.4 million for the three months ended June September 30, 2025. Gross profit improvements were driven by a $17.1 $22.0 million net increase in auction and service volumes, (which is net of a decrease resulting including the impact 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 $1.4 million benefit resulting from the absence of decrease in Canadian DST expense for the current period (see below). (repealed in March 2026). These improvements were partially offset by a $3.2 million decrease from pricing. In other miscellaneous items aggregating $0.4 million. addition, gross profit was negatively affected by a lower transportation attach rate.

Gross profit from the Marketplace segment was 31.6% 31.3% of revenue for the three months ended June September 30, 2026, compared with 32.1% 30.7% of revenue for the three months ended June September 30, 2025. Gross profit as a percentage of revenue decreased increased for the three months ended June September 30, 2026 as compared with the three months ended June September 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, including an increased mix of higher margin commercial vehicles.

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Market risk 2 changes

Our foreign currency exposure is limited and arises from transactions denominated in foreign currencies, particularly intercompany loans, as well as from translation of the results of operations from our Canadian and, to a lesser extent, United Kingdom and Continental Europe subsidiaries. However, fluctuations between U.S. and non-U.S. currency values may adversely affect our results of operations and financial position. We have not entered into any Foreign exchange contracts to hedge changes in currency losses on intercompany loans were approximately $0.5 million for the Canadian dollar, British pound or euro. three months ended September 30, 2026 and foreign currency gains on intercompany loans were approximately $1.2 $0.7 million for the three and six nine months ended June September 30, 2026. respectively, and Foreign currency gains on intercompany loans were approximately $5.6 $1.6 million and $8.9 $10.5 million for the three and six nine months ended June September 30, 2025, respectively. Canadian currency translation positively negatively affected net income by approximately $0.0 million and $1.0 $0.3 million for the three months ended September 30, 2026 and six positively affected net income by approximately $0.5 million for the nine months ended June September 30, 2026. respectively. Currency translation of the euro positively negatively affected net income by approximately $0.1 million and $0.5 million for the three months ended September 30, 2026 and six positively affected net income by approximately $0.4 million for the nine months ended June September 30, 2026. respectively. A 1% change in the month-end Canadian dollar exchange rate for the six nine months ended June September 30, 2026 would have impacted foreign currency on intercompany loans by $2.1 $1.9 million and net income by $1.6 $1.4 million. A 1% change in the month-end euro exchange rate for the six nine months ended June September 30, 2026 would have impacted foreign currency on intercompany loans by $0.6 million and net income by $0.5 million. A 1% change in the average Canadian dollar exchange rate for the three and six nine months ended June September 30, 2026 would have impacted net income by approximately $0.3 million and $0.6 $0.9 million, respectively. Currency exposure of our U.K. and European operations is not material to the results of operations.

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A sensitivity analysis of the impact on our variable rate corporate debt instruments to a hypothetical 100 basis point increase in short-term rates (SOFR/CORRA) for the three and six nine months ended June September 30, 2026 would have resulted in an increase in interest expense of approximately $1.4 million and $2.8 $4.2 million, respectively.

Controls and procedures 1 change

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There has been no change in our internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), during the quarter ended June September 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Unregistered sales of stock 11 changes

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The following table provides information about purchases by OPENLANE, Inc. of its shares of common stock during the quarter ended June September 30, 2026:

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April 1 - April 30 84,018 $ 29.90 84,018 $ 176.0

May 1 - May 31 81,625 35.82 81,625 173.1

June 1 - June 30 436,457 37.75 436,457 156.6

Total 602,100 $ 36.39 602,100

July 1 - July 31 133,188 $ 40.06 133,188 $ 151.3

August 1 - August 31 (2) 868,997 34.60 868,997 121.2

September 1 - September 30 235,643 34.84 235,643 113.0

Total 1,237,828 $ 35.23 1,237,828

(1) In April 2025, the board of directors approved a new share repurchase authorization of up to $250 million of the Company's outstanding common stock through December 31, 2026. In October 2026, the board authorized an increase in the size of the Company's $250 million share repurchase program by an additional $150 million to $400 million, and an extension of the share repurchase program through December 31, 2027. Repurchases may be made in the open market or through privately negotiated transactions, in accordance with applicable securities laws and regulations, including pursuant to repurchase plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases is subject to market and other conditions.

(2) Includes 727,590 shares repurchased from BofA Securities, Inc. (the underwriter) in connection with a registered public secondary offering by an affiliate of Apax (the selling stockholder) in August 2026. The shares were repurchased under the Company's existing $250 million share repurchase program at $34.36 per share (the price paid by the underwriter to the selling stockholder in the offering) for an aggregate price of approximately $25 million.

Other information 1 change

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During the second third quarter of 2026, none of the Company's directors or executive officers adopted a Rule 10b5-1 trading plan, terminated or modified a Rule 10b5-1 trading plan or adopted , modified or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Exhibits 16 changes

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3.3 Certificate of Designations Designating the Series A Convertible Preferred Stock

3.4 C ertificate of Elimination of the Series A Convertible Preferred Stock of OPENLANE, I nc.

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Second Amendment Agreement, dated as of October 8, 2025, by and among OPENLANE, Inc., certain other subsidiaries of the Company party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent

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Second Amendment Agreement, dated as of October 8, 2025, by and among OPENLANE, Inc., certain other subsidiaries of the Company party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent

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10.11a + Receivables Purchase Agreement, dated March 1, 2023, between Automotive Finance Canada Inc., OPENLANE, Inc., Computershare Trust Company of Canada, the Agents Parties to the Loan Agreement and BMO Nesbitt Burns Inc.

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10.10c + Second Amendment, dated September 25, 2026, to the Tenth Amended and Restated Receivables Purchase Agreement

10.11a + Receivables Purchase Agreement, dated March 1, 2023, between Automotive Finance Canada Inc., OPENLANE, Inc., Computershare Trust Company of Canada, the Agents Parties to the Loan Agreement and BMO Nesbitt Burns Inc.

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10.11e + Amendment No. 4 to the Receivables Purchase Agreement, dated September 25, 2026

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Incorporated by Reference

Exhibit No. Exhibit Description Form File No. Exhibit Filing

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Incorporated by Reference

Exhibit No. Exhibit Description Form File No. Exhibit Filing

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10.29 Preferred Stock Repurchase Agreement, dated September 9, 2025, by and between OPENLANE, Inc. and Ignition Acquisition Holdings LP.

10.30 Preferred Stock Repurchase Agreement, dated September 9, 2025, by and between OPENLANE, Inc. and Periphas Kanga Holdings, LP.

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101 The following materials from OPENLANE, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June September 30, 2026 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Income for the three and six nine months ended June September 30, 2026 and 2025; (ii) the Consolidated Statements of Comprehensive Income for the three and six nine months ended June September 30, 2026 and 2025; (iii) the Consolidated Balance Sheets as of June September 30, 2026 and December 31, 2025; (iv) the Consolidated Statements of Stockholders' Equity for the three and six nine months ended June September 30, 2026 and 2025; (v) the Consolidated Statements of Cash Flows for the six nine months ended June September 30, 2026 and 2025; and (vi) the Condensed Notes to Consolidated Financial Statements.

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Date: August November 4, 2026 /s/ BRADLEY HERRING

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