Convertible Preferred Stock |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Temporary Equity Disclosure [Abstract] | |
| Convertible Preferred Stock | Convertible Preferred Stock In June 2020, OPENLANE completed the issuance and sale of an aggregate of 550,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), in two closings at a purchase price of $1,000 per share (for the second closing, plus accumulated dividends from and including the first closing date to but excluding the second closing date on June 29, 2020) for an aggregate purchase price of approximately $550 million to an affiliate of Ignition Parent LP (“Apax”) and an affiliate of Periphas Capital GP, LLC (“Periphas”). In October 2025, OPENLANE completed the repurchase of 334,028 shares of the Series A Preferred Stock from affiliates of Apax and Periphas for an aggregate repurchase price of approximately $559.3 million. The repurchased shares of Series A Preferred Stock were subsequently canceled. OPENLANE recorded a deemed dividend of approximately $242.2 million that reduced income (loss) from continuing operations attributable to common stockholders in 2025. The deemed dividend was calculated as the difference between the repurchase price (inclusive of $5.6 million in excise tax which was paid in the second quarter of 2026) and the carrying amount. The shares of Series A Preferred Stock were repurchased primarily with proceeds from the 2025 Incremental Term Loans. In May 2026, the holders of the Series A Preferred Stock elected to convert the remaining 300,277 shares of Series A Preferred Stock into 17,103,116 shares of common stock (the "Conversion") pursuant to the Certificate of Designations of the Series A Preferred Stock (a non-cash transaction), which included approximately $3.3 million in accrued dividends through the dates of conversion. Following the Conversion, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware eliminating the Series A Preferred Stock, and the shares that were designated as Series A Preferred Stock were returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series. As such, at June 30, 2026, there were no Series A Preferred Stock shares outstanding and the related temporary equity balance was reduced to zero. The $289.8 million previously classified as temporary equity on the consolidated balance sheet was reclassified to stockholders' equity in connection with the conversion. At June 30, 2026, there were 100,000,000 shares of preferred stock authorized and unissued with a par value of $0.01 per share.
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