OPENLANE (OPLN) Q4 2025 Earnings Call Transcript

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DATE

Wednesday, February 18, 2026 at 8:30 a.m. ET

CALL PARTICIPANTS

• Chief Executive Officer — Peter Kelly
• Chief Financial Officer — Bradley Herring
• Vice President, Investor Relations — William Wright

TAKEAWAYS

• Total Revenue -- $494 million in the quarter, reflecting 9% growth from the comparable period last year driven primarily by marketplace segment performance.
• Adjusted EBITDA -- $76 million for the quarter and $333 million for the year, representing 5% and 17% growth, respectively, over the prior-year periods.
• Dealer-to-Dealer Volume Growth -- U.S. year-over-year dealer-to-dealer volumes grew above 20% in the quarter, with full-year dealer-to-dealer segment volumes up 15%.
• Commercial Volume -- Commercial vehicle transaction volume declined 2% year over year in the quarter, which was less than management anticipated, with overall commercial volumes inflecting positively in December.
• Gross Merchandise Value (GMV) -- $7.1 billion for the quarter, up 8% year over year; full-year GMV increased 6% to $29 billion.
• Auction and Related Revenues -- $200 million in the quarter, up 12% year over year, mainly from higher U.S. dealer volumes and modest price increases.
• SaaS and Other Revenues -- $62 million in the quarter, down 10% year over year due to the 2024 divestiture of the keys business; excluding this, SaaS and other revenues were up 2% year over year.
• Marketplace Adjusted EBITDA Margin -- 8.2% for the quarter, a 60 basis point decrease year over year, attributed to a higher mix of purchased vehicle revenue, go-to-market investments, and increased variable compensation.
• Finance Segment Performance -- Adjusted EBITDA of $44 million in the quarter, up 6% year over year, with average outstanding receivables of $2.5 billion, a 9% increase, and loan loss rate of 1.6%.
• Net Yield in Finance Segment -- 13.2% in the quarter, down 50 basis points year over year, primarily from a 90 basis point decrease in transaction fee yields.
• Free Cash Flow Conversion -- Adjusted to 65%-70% for 2026, revised downward from the prior 75% expectation due to a mapping change of financing cost and tax treatment from the convertible preferred stock.
• Convertible Preferred Stock Repurchase -- Over 50% of Series A convertible preferred shares repurchased in Q4, resulting in a $242 million deemed dividend that reduced Q4 GAAP EPS by $2.20.
• Non-Cash Tax Benefit -- A $35 million benefit recorded from the release of a valuation allowance on deferred tax assets, increasing Q4 GAAP EPS by $0.32.
• Share Repurchases -- 1.8 million common shares repurchased during 2025 at an average price of $24.71 per share.
• Cash and Debt Position -- $142 million in unrestricted cash and $550 million in debt at quarter-end, with more than $400 million in revolver capacity available.
• 2026 Adjusted EBITDA Guidance -- Projected at $350 million-$370 million, representing anticipated growth of 5%-11%.
• Marketplace Segment 2026 Outlook -- Expected to deliver mid- to upper-teens adjusted EBITDA growth, driven by U.S. dealer market share gains and recovery in U.S. commercial.
• Finance Segment 2026 Outlook -- Expected to be flat year over year; ongoing loan portfolio growth is expected to be offset by lower net yields due to anticipated rate cuts and a normalizing risk environment.
• Canada Marketplace 2026 Outlook -- Volumes projected to be flat due to macro headwinds, but with potential revenue growth from operational efficiency, pricing, and new non-transactional products.
• European Marketplace -- Represented less than 10% of total transactions in 2025; management expects modest volume and EBITDA growth in 2026.
• Active Buyers and Sellers -- U.S. marketplace saw active seller and buyer growth above 20% in the quarter, materially contributing to dealer volume increases.
• Launch of New Commercial Private Label Program -- Added over 900 new dealers to the OPENLANE network, with ramp-up complete in January.
• AI and Technology Strategy -- Management emphasized broad integration of AI in engineering, customer-facing functions such as inspection reporting and pricing advisory, and operational efficiencies.
• ERP Consolidation -- Management initiated a two-year program (begun in 2025) to consolidate multiple ERP systems, expected to create back-office efficiencies and better data consistency by late 2027.
• Investor Day -- Company announced an Investor Day scheduled for March 3, 2026, in Fort Lauderdale for deeper financial and strategic disclosures.

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RISKS

• Peter Kelly said, "While our target loss rate range remains at an industry low of 1.5% to 2%, even small upward movements within that range could impact AFC's performance. We expect a solid performance from AFC in 2026, but we expect that to be moderated by these headwinds and our own deliberate, responsible balance between risk and growth."
• Management consistently noted that macro conditions in Canada remain challenging, which is expected to "growth opportunities" for the company's operations there through 2026.
• SaaS and other revenues declined 10% year over year in the quarter due to the December 2024 divestiture of the keys business.

SUMMARY

OPENLANE (NYSE:OPLN) reported 9% revenue growth and 5% adjusted EBITDA growth for the quarter, driven by strong U.S. dealer and commercial marketplace activity, despite a challenging Canadian macro environment. Management set 2026 adjusted EBITDA guidance of $350 million-$370 million, with expected growth concentrated in the digital marketplace segment. A major repurchase of convertible preferred stock, resulting in material GAAP EPS impacts, demonstrated significant capital return to shareholders. Full-year dealer-to-dealer volume growth accelerated above 20% in Q4, and over 900 new dealers were added via a private label commercial program. The company revised its free cash flow conversion outlook downward for 2026 due to revised financing cost mapping, but underlying cash generation remained steady.

• The finance segment’s anticipated 2026 performance may be pressured by expected U.S. rate cuts and a shift toward a normalized credit environment, with management forecasting flat adjusted EBITDA despite continued loan portfolio growth.
• Active buyers and sellers in the U.S. marketplace each grew above 20% in the quarter, supporting management’s assertion of increased momentum in both participation and transactions.
• Peter Kelly detailed, "our overall conversion rate on EVs from commercial sellers is, to all intents and purposes, the same as our overall conversion rate for ICE. It is," emphasizing the platform’s effectiveness at processing new vehicle types with high negative equity.
• ERP consolidation efforts, begun in 2025, are expected to streamline operations and data systems by mid to late 2027, indicating ongoing operational investment.

INDUSTRY GLOSSARY

• Dealer-to-Dealer (D2D) Marketplace: Digital auction or trading of used vehicles directly between dealership entities, bypassing retail consumers.
• Gross Merchandise Value (GMV): Total value of all goods or vehicles transacted on the company’s marketplace platforms within a set period.
• AFC: OPENLANE's floorplan financing business (“Automotive Finance Corporation”) which provides short-term, inventory-secured loans to independent vehicle dealers.
• Absolute Sale: A wholesale auction mechanism where vehicles are sold to the highest bidder without reserve pricing, ensuring a transaction at fair market value.

Full Conference Call Transcript

Thank you, William, and good morning, everyone. I am pleased to be here today to share OPENLANE, Inc.'s strong fourth quarter and 2025 full year results. I will start with a few highlights and my outlook for the year ahead. Then Bradley will walk through our detailed financials and the specifics around our 2026 guidance. At the start of 2025, I challenged the OPENLANE, Inc. team to achieve four key goals. Grow our customer base, grow vehicle transaction volumes, improve our financial performance, and position OPENLANE, Inc. for long-term success. I am very pleased that we exceeded our expectations on each of these goals.

Our fourth quarter and full year results are proof points to the strength of OPENLANE, Inc.'s strategy, and we continue to execute that strategy with focus and conviction. By doing so, we are making wholesale easy for our customers and further differentiating OPENLANE, Inc. in terms of dealer preference, market share, and our pace of growth. During the fourth quarter, we grew consolidated by 9% and delivered adjusted EBITDA of $76 million, which was a 5% increase over the prior year.

Operator: This was driven by strong performance in the marketplace business with both commercial and dealer customers,

William Wright: as well as a strong Q4 performance by AFC. As a reminder, these results were achieved against

Peter Kelly: the prior year that included contributions from the automotive keys business that we divested during 2024. In our dealer-to-dealer business, we delivered 9% year-on-year unit growth in the fourth quarter, with both very different dynamics and performance between the U.S. and Canadian markets. In Canada, we saw a weaker macroeconomic and automotive retail environment in Q4 and this resulted in fewer dealer-to-dealer vehicles sold in Canada compared to one year ago. In the United States, however, OPENLANE, Inc.'s positive momentum in dealer-to-dealer continued to accelerate.

In Q4, we outperformed the industry, gained share, and our year-on-year growth rate increased from the high teens in Q3 2025 to over 20% in Q4, the highest year-on-year growth rate we have seen in dealer-to-dealer for many years. On the commercial vehicle side, the 2% decline in volume was less of a decline than we had anticipated. And actually, we saw commercial volumes inflect in December, reinforcing my expectations that we have turned the corner on commercial volumes, and we will see commercial volume growth in the current quarter Q1 2026.

Our Finance segment also had a great quarter, growing loan transaction yields and average receivables managed while holding the loan loss rate to 1.6% and increasing adjusted EBITDA by 6% year on year. All of this contributed to what I consider a very strong and very compelling performance by OPENLANE, Inc. in 2025. On a full-year basis, OPENLANE, Inc. sold nearly 1,500,000 vehicles, generated $1,900,000,000 in total revenue, $333,000,000 in adjusted EBITDA, and $392,000,000 in cash flow from operations. This strong financial performance was driven by contributions across the entire business: our 15% increase in dealer-to-dealer volumes, a 13% increase in auction and related fees revenue, and a 17% increase in adjusted EBITDA for the full year 2025.

Our gross merchandise value also increased by 6% to $29,000,000,000, another powerful proof point of the velocity that OPENLANE, Inc. is building. The 1.6% near the bottom end of our historical range, and generating 11% growth in adjusted EBITDA. In summary, I believe our fourth quarter and full year results further reinforce the strength and scalability of OPENLANE, Inc.'s digital operating model. The investments we have made in people, technology, and the OPENLANE, Inc. brand are further differentiating us in the market and compounding our growth. This, coupled with several encouraging factors I will discuss in a few moments, fuels my confidence in OPENLANE, Inc.'s ability to deliver long-term growth, profitability, and shareholder value.

So now let me turn to our strategy and outlook for 2026. OPENLANE, Inc.'s strategy is anchored in our purpose, which is to make wholesale easy so our customers can be more successful. We are making wholesale easy by focusing on three enabling priorities: first, by delivering the best marketplace, expanding our depth and breadth with more buyers and more sellers and offering the most diverse commercial and dealer inventory available. Second, by delivering the best technology, innovative products and services that help our customers make informed decisions and achieve better outcomes.

And third, by delivering the best customer experience, keeping our marketplace fair, fast, and transparent, making it easier for customers to transact, and making OPENLANE, Inc. the most preferred marketplace. While we will continue to evolve our approach to fit the market and the needs of our

William Wright: customers,

Peter Kelly: our core strategic priorities will remain the same in 2026. I firmly believe our continued focus on these priorities will help us navigate any uncertainty in the market while capturing the opportunities ahead. So now let me turn to our outlook for 2026, and I will begin with the U.S. marketplace, which will be the primary driver of OPENLANE, Inc.'s growth this year and the primary focus of our investments and execution. Let us start with commercial, where I can confidently predict off-lease volume growth beginning in the current quarter, growth we expect to sustain throughout the year.

Given our strong market position supporting the majority of off-lease programs in North America, OPENLANE, Inc. will be a primary beneficiary of this off-lease return. Additionally, there are several factors that we believe will positively compound this tailwind. First, new lease origination rates were healthy throughout 2025, as they were in 2024. This should extend a stable supply of off-lease vehicles through 2028 and beyond. Second, consumer lease equity is at its lowest level in recent years, which should meaningfully reduce consumer in-grounded dealer payoffs, allowing a greater percentage of vehicles to reach the OPENLANE, Inc. marketplace. Third, several commercial customers have expressed a desire to increase online conversion to avoid the time and cost associated with physical auctions.

So we plan to expand some of our successful pilots from last year and pursue launching them with additional customers in 2026. Finally, I am very pleased to announce that our latest commercial private label program is now officially live, bringing in more than 900 new dealers to OPENLANE, Inc. Moving to our U.S. dealer-to-dealer business, we will continue to execute the successful playbook that, based on our analysis of publicly available data, drove meaningful market share gains in 2025 and volume growth that significantly outpaced the industry. From a TAM perspective, we anticipate a relatively stable dealer-to-dealer market in 2026 and a continued migration towards digital channels.

We believe our value proposition in terms of speed, ease, and better outcomes for dealers positions us well to capture a greater share of the millions of dealer transactions still conducted at physical auctions and through other digital and wholesale channels. Here is why. First, we expect to see compounding benefits from our sales staff hired in 2024 and in 2025, as they establish OPENLANE, Inc. into new markets and expand market share and wallet share in existing OPENLANE, Inc. geographies. Next, in Q4 and for the full year, our digital marketing and inside sales teams drove record new dealer registrations, record unique vehicle listings, and record buyer and seller engagement.

Those teams are well primed and already executing on aggressive 2026 plans. We will also focus on growing private label franchise dealer participation as buyers and sellers in the OPENLANE, Inc. open sale marketplace. This cross-pollination effort grew engagement by double digits in 2025 and will remain a core focus in 2026. Next, as we continue to gain traction on wallet share with some of the largest dealer groups across North America, we will look to win new high-value target accounts while expanding our 2025 pilots with other customers into multi-store programs.

Again, one of the greatest growth opportunities within our control is further leveraging the 15,000 independent dealer relationships at AFC, which I will speak to in just a moment. But first, I will just touch briefly on Canada and Europe. As I mentioned earlier, Canadian new car retail sales declined in the fourth quarter and again in January 2026. Given our strong market position in Canada, we are exposed to these external market and economic shifts. So from a volume perspective, we expect marketplace volumes in Canada to be relatively flat. We expect our business to benefit from operational efficiencies, pricing elasticity, and the release of new revenue-generating non-transaction-based products and services.

In Europe, while our marketplace business remains a smaller contributor to OPENLANE, Inc.'s overall results, we expect modest growth in volume to drive EBITDA growth in 2026. Turning to AFC, AFC is a category leader that made significant contributions to OPENLANE, Inc. in 2025. As we look to 2026, we expect some headwinds from a lower interest rate and a higher risk environment that Bradley will discuss in a few minutes. While our target loss rate range remains at an industry low of 1.5% to 2%, even small upward movements within that range could impact AFC's performance.

We expect a solid performance from AFC in 2026, but we expect that to be moderated by these headwinds and our own deliberate, responsible balance between risk and growth. We also still see a significant opportunity for AFC to help power OPENLANE, Inc. marketplace growth in 2026. We had promising early successes on this front in 2025, cross-enrolling hundreds of new and active AFC dealers, recommending OPENLANE, Inc. vehicles to AFC dealers whenever a floorplan loan is paid off, and integrating our technologies to enable bundled promotions and offerings. With these strategies proven out, we are now full speed ahead in 2026.

Sales teams have shared incentive-based goals around dealer enrollment and engagement, and our marketing and technology teams are working more closely than ever to capitalize on this unique opportunity. On the technology front, we continue to advance our pipeline of innovation aimed at empowering our customers with technologies, data, and insights. We are injecting AI and our decades of wholesale transactional data into key areas such as vehicle recommendations, predictive pricing, and inventory management. By combining these innovations and our teams under the recently announced OPENLANE, Inc. Intelligence umbrella, we are able to develop, scale, and bring new solutions to market more quickly than ever.

From a brand perspective, while we operate a leading digital business, we recognize the strength of our customer relationships is a foundational pillar of our success and of our future growth. Our focus on the customer experience drove 2025 transactional NPS scores that were consistently in the great to excellent range. We continue to make gains in brand awareness, penetration, and preference, according to our own dealer surveys. We begin 2026 as the most preferred digital pure-play marketplace for franchise dealers based on the most recent third-party research. Finally, we entered 2026 operating from a position of financial strength.

During the fourth quarter, we completed the repurchase of over 50% of the convertible preferred stock to the benefit of our remaining shareholders. Add to this our strong 2025 earnings and cash flow, and our performance gives me great confidence in the future of this company. The business is growing, with strong cash flow characteristics that enable OPENLANE, Inc. to fund organic growth investments, manage what is a very low level of debt, and return capital to shareholders. Just to summarize, OPENLANE, Inc. had a very strong year and we are well positioned to capture the opportunities of 2026, and we are executing a strategy that is resonating with our customers.

Because of that, I believe the key elements of our value proposition for investors remain very compelling. OPENLANE, Inc. is a highly scalable digital marketplace leader focused on making wholesale easy for automotive dealers, manufacturers, and commercial sellers. There is a large addressable market in North America and Europe, and OPENLANE, Inc. is uniquely well positioned in both dealer and commercial. Our customer surveys and third-party research indicate that we are the most preferred pure-play digital marketplace in the industry. Our technology advantage is a competitive differentiator. Our floorplan finance business, AFC, is a high performing business that is highly synergistic with the marketplace.

We are cash flow positive with a strong balance sheet, and we believe our business has the capability to deliver meaningful growth, profitability, and cash generation over the next several years. So with that, I will now turn the call over to Bradley. Thanks, Peter, and good morning to everyone joining us today.

William Wright: Before I get into results, I want to mention some changes to our face financial statements that you will see reflected in our earnings release material and 10-Ks. Specifically, we have consolidated all of our revenue streams that are associated with volumes transacted on our digital platform into a single line called auction and related fees. Non-volume-driven revenue streams in our marketplace segment have been renamed SaaS and other revenues. This change is part of an overall effort to improve transparency into the drivers of our marketplace business that we are going to be discussing in more

Bradley Herring: detail at our Investor Day on March 3 in Fort Lauderdale. There were no changes to purchased vehicle sales, finance revenue, or total revenues. For comparative purposes, our earnings slides include quarterly revenue streams in this revised view going back to 2023. Moving on to our results for the quarter, we reported total revenues of $494,000,000, which represents growth of 9% over the same quarter last year. Revenue growth in the quarter was heavily concentrated in the marketplace segment, which I will discuss more in a minute. Consolidated adjusted EBITDA for the quarter was $76,000,000, which represents an increase of 5% over the same quarter last year.

I will break down the EBITDA results with the discussions of each particular business segment. As I mentioned on previous calls, we will be discussing adjusted free cash flow conversion on a rolling twelve-month basis due to the inherent volatility in our quarterly cash flow numbers. As a reminder, this volatility is driven by calendaring impacts within the settlement processes of our marketplace segment as well as the seasonal expansion and contraction of our receivables portfolio in our finance segment. With that context, our reported conversion rate for the calendar year 2025 was 89%. This conversion rate benefited from some year-end timing considerations in our working capital accounts that would normalize results in a conversion rate of 74%.

I have mentioned before that we expect our trailing twelve-month free cash conversion rate of around 75%. However, with the addition of our debt instrument in Q4, we are revising that number to an adjusted free cash flow conversion rate between 65–70%. It is important to note that this revision is entirely related to a change in the mapping of our financing cost as a portion of our dividend payment has now shifted to a tax-deductible interest payment. The absolute cash generation of the business remains largely unchanged. Moving to the performance of our business segments, I will start with the marketplace. In Q4, we transacted GMV totaling $7,100,000,000, which represents growth of 8% over the same quarter last year.

Year-over-year growth in GMV is comprised of 8% growth from our dealer customers and 7% growth from our commercial customers. Auction and related revenues, which I mentioned before now includes all volume-related fees associated with our digital platform, were $200,000,000, up 12% over the same quarter last year. Consistent with recent quarters, the primary drivers of revenue growth were higher volumes in the U.S. dealer business combined with some modest price increases put in earlier in 2025. Offsetting that growth was macro pressures in Canada that decreased year-over-year volumes. SaaS and other revenues in the quarter were $62,000,000, which is down 10% from the same quarter last year due to the December 2024 divestiture of our keys business.

Excluding the impact of that transaction, our SaaS and other revenues were up 2%. Q4 adjusted EBITDA for the marketplace segment was $32,000,000, which represents an adjusted EBITDA margin of 8.2%. This reflects 2% year-over-year growth in adjusted EBITDA and a 60 basis point decrease in the adjusted EBITDA margin. On a year-over-year basis, margins were depressed due to a higher mix of purchased vehicle revenue, go-to-market investments, and incremental variable compensation driven by strong 2025 performance.

William Wright: Excluding the divestiture

Bradley Herring: of our keys business in 2024, the year-over-year comparatives would have been 10% growth in adjusted EBITDA and consistent margins. In our financing segment, the average outstanding receivables managed in the quarter was $2,500,000,000, which is up 9% year over year. Year-over-year growth was driven by a 4% increase in the average vehicle value and a 2% increase in transaction counts. Net yield for the quarter was 13.2%, which is down 50 basis points year over year. The decrease was primarily attributable to a 90 basis point decrease in transaction fee yields driven by higher loan values, partially offset by higher net interest spreads.

The Q4 provision for credit losses was 1.6%, which is consistent with our results from last quarter and 24 basis points lower than last year. With regard to our loan loss provision, we reiterate a target loss rate in the 1.5% to 2% range. The culmination of the changes in the portfolio balance, the net yield, and loss provision are an adjusted EBITDA for the finance segment of $44,000,000, which is up 6% over the same quarter last year. With respect to capital considerations, I will highlight the previously mentioned repurchase of our Series A convertible preferred shares that we closed on October 8.

As a result of that transaction, we ended the quarter with $550,000,000 in debt outstanding and a fully diluted share count of 125,000,000 shares. Consistent with our previous disclosures, the 125,000,000 fully diluted share count assumes full conversion of the remaining Series A preferred shares. In addition to closing the buyback of the Series A preferred shares, in Q4 we repurchased 369,000 shares of our common stock bringing our full-year share repurchases to 1,800,000 shares at an average price of $24.71 per share. With regard to liquidity, we ended the quarter with an unrestricted cash balance of $142,000,000 and capacity of over $400,000,000 on our existing revolver facilities.

I want to take just a minute to highlight two specific items that are flowing through our GAAP financials for the quarter. First, the repurchase of the Series A shares resulted in a deemed dividend of approximately $242,000,000. This deemed dividend is charged directly to retained earnings and while it does not impact GAAP net income, it negatively affects our Q4 GAAP EPS by $2.20 per share. Second, based on our improved profitability and outlook, we concluded it is no longer necessary to maintain a valuation allowance against certain deferred tax assets. As a result, we recorded a non-cash tax benefit that increased GAAP net income by $35,000,000 and GAAP EPS by $0.32 per share.

Neither of these items impacted our adjusted EBITDA, adjusted free cash flow, or adjusted operating net income per share figures. Now that we have covered the highlights for the quarter, I want to move on to setting expectations for 2026. I will start with the numbers, then provide some additional context of how we got there. For 2026, we expect adjusted EBITDA to land between $350,000,000 and $370,000,000. That represents a range of growth from 5% to 11%. Nearly all of the growth in adjusted EBITDA is expected to come from the marketplace segment, which we anticipate to grow between mid and upper teens.

The growth in the marketplace is a function of, one, high conviction in our ability to win share in our U.S. dealer business and, two, our ability to capitalize on our strong position in the U.S. commercial business as those secular tailwinds turn in our favor. We also have to recognize that because of our strong presence in Canada, our results there are more aligned with overall macro conditions. We expect the macro conditions in Canada to remain challenged into 2026 and therefore predict our growth opportunities in Canada will be limited. With respect to our finance segment, we anticipate 2026 to be largely flat to 2025 due to a number of factors.

Working in our favor is the ongoing growth in our loan portfolio; we continue to onboard new dealers and asset values continue to rise. As headwinds, we anticipate net yield pressure from anticipated rate cuts and a risk environment that gradually returns to more normal levels. In summary, OPENLANE, Inc. delivered yet another solid quarter of results. These results represent the coordinated efforts of our nearly 5,000 employees executing on a consistent mission to make wholesale easy for our customers. Looking into 2026, we have a large number of things to feel good about, including strong momentum in the U.S. dealer market, the recovery of our commercial customer category, and continued contributions from our finance segment.

I cannot close the call without a final plug for our upcoming Investor Day on March 3 in sunny and warm Fort Lauderdale, where we are looking forward to providing more information on our markets, our business, our technology, and our financials. Now, I will turn the call back to the operator for questions.

Operator: We will now begin the question and answer session. If you are using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, the first question comes from Jeffrey Francis Lick with Stephens. Please go ahead.

Jeffrey Francis Lick: Good morning and thanks for taking my questions. Congrats on a great quarter and a great year.

William Wright: Peter,

Jeffrey Francis Lick: if you break your marketplace business down into dealer and commercial, it appears that as we exit 2025, both of those line items are probably going better than you expected

Peter Kelly: the beginning of the quarter and certainly at the beginning of the year. I was wondering if maybe you could just take both of them and just why you think they are going so well and, you know, things that you have done internally and then maybe, you know, market tailwinds as well.

Peter Kelly: Yeah. Thank you, Jeffrey. I appreciate the question. Thanks for the good wishes there. Listen, I feel really good about the quarter and the year. I think you are right. I feel really good about how we are positioned in the marketplace with both dealer and commercial. I think we are at a great point in both. I will start with commercial. As we have spoken about for a number of years now, we are expecting off-lease maturities to increase in 2026 and again in 2027, where 2028 is another strong year, so a good outlook for off-lease maturities. Compounding that, we see average lease equity at the end of those leases has declined.

So payoffs from consumers and dealers are declining, which means a higher percentage of those vehicles are entering our platform. Also because of that equity situation that I just described—lower lease-end equity—those vehicles tend to flow deeper in our funnel where we monetize them at higher rates. So we get a better mix of transactions there as well. As I mentioned, we have onboarded a new customer. The outlook for volumes is strong. The decline in Q4 was less than I had expected, and I am confident at this point that we will see commercial volume growth starting in Q1.

I knew there was some ambiguity on that on the last call—whether it would be Q1 or Q2 or when—but I am confident it will be in Q1. So I think commercial looks really strong. Customer relationships are strong, conversion rates are strong. I feel really good about that. Over on the dealer side, the 9% growth in Q4 on Facebook was a versus Q3. However, in the United States, which is the biggest market and the core growth opportunity, it was an acceleration. Our dealer volumes accelerated, our year-on-year growth accelerated in Q4 versus Q3. We are accelerating off big underlying numbers at this point. So I feel really good on that. What is driving that growth?

I think that was part of your question. I think it is a lot of the things that we have talked about on other calls that we continue to execute on. It is making sure the technology is great, that the platform is easy to use. For sellers and for buyers, they have a good tool set to transact vehicles in the marketplace. Obviously, go-to-market investments which we increased starting in 2024 continue to pay off. So we stepped up on those go-to-market investments as well in Q4, added some resources, which are really just getting onboarded and trained right now. Customer feedback, the focus on customer experience, is a real important focus here.

Customer feedback and NPS scores are very strong. That is something we look at critically all the time. I think that is generating some word-of-mouth, some brand recognition, some increased awareness among dealers that put us in a good position. Canada was a little bit of a headwind on dealer volumes in Q4, as I mentioned in my remarks. But fundamentally, we have got a great position in that market. Even though Q4 was weak and January continued in a similar vein, we have actually seen a little bit of improvement in Canada late January and into February. We are starting to trend back towards last year's numbers, and last year was a very strong comp.

The first half of last year in Canada was very strong. Again, put all those together, I feel really optimistic and positive about the trends that we are seeing.

Jeffrey Francis Lick: And just a quick follow-up on commercial. On the last call, you had talked about units in the open auction lane, the final phase of the waterfall, commercial units were already up year over year. I am assuming that is the case now. And then if you could elaborate, you talked about in your prepared remarks about certain OEMs being more open to using kind of a digital disposition as opposed to taking it to the physical. Any details there would be helpful because that really is where the sizzle is in the commercial business.

Peter Kelly: Yeah. Thanks, Jeffrey. Commercial volumes have been flowing deeper in the funnel, as I mentioned. The growth in commercial in our open sale has been strong. It was again close to a double year on year in Q4. Obviously, top of the funnel did not double. Top of the funnel was actually down a little bit in Q4. Total commercial volumes were down a little bit in Q4, 2%. But commercial volumes sold in the open channel were up almost double, or maybe even a little bit more than double, but approximately double, let us say, in the fourth quarter. Again, that is a very positive sign.

I think it speaks to some of the trends we have talked about in terms of consumer equity, but it also speaks to the strength of the marketplace, and that we have got a marketplace that can convert these vehicles into cash, into transactions. We can do that quickly at low cost for the seller. We can do it for ICE vehicles, we can do it for EV vehicles, we can do it for hybrids. So I feel really positive about that. I think that is going to be a long-term positive for this company.

Jeffrey Francis Lick: Thanks so much and look forward to seeing you in a couple of weeks.

Peter Kelly: Yes. Thank you, Jeffrey.

Operator: The next question comes from John Babcock with Barclays. Please go ahead.

William Wright: Hey, good morning and thanks for taking my questions. Just quickly, you mentioned that your growth is accelerating in, or accelerated rather, in the fourth quarter. I am just kind of curious, how did the U.S. perform through the earlier part of 2025? I mean, were you up in that 20% growth range? Or I do not know if there is a way you might be able to benchmark

John Babcock: you know, how you performed earlier.

Peter Kelly: Yeah. Thanks, John. We do not disclose the exact number, but I think through my prepared remarks, and I am going a little bit from memory here. In the early part of the year, I think the U.S. growth rate in dealer-to-dealer was approximately the same as our publicly reported growth rate in dealer-to-dealer. In Q3, I recall saying that while I think our total growth rate in dealer was like 15%, our U.S. growth rate was high teens. Then as I just said, in Q4, our U.S. growth rate in dealer-to-dealer was above 20%. So we have seen an acceleration in our year-over-year U.S. dealer-to-dealer growth rate throughout 2025.

Obviously, that is very positive, and I think it reflects some of the actions we have taken, but we will have to see how it trends in 2026. I feel really good about the strength of the offering and the feedback we are getting from customers as well as the volume trends.

John Babcock: Yeah. Thanks. That is very helpful. And then next, weather was pretty bad in January here. I am just kind of curious, does that impact your volumes meaningfully? Or how should we think about that for 1Q?

Peter Kelly: Yeah. Weather can impact volumes for sure, and there were weather impacts from that. That was a pretty aggressive and widely distributed storm, let us just say. That impacted retail sales and it impacted volumes. But on the other hand, John, I think in any Q1, there is going to be one bad weather week somewhere in some part of the country at least. So there are always some weather impacts in Q1. It is just a question of when they hit. I definitely think that is behind us now.

If I was to look at our sales by week, clearly, our weakest week year to date would have been that week, but I think it has recovered and we move on. I am not concerned about it.

John Babcock: That is very helpful. And then last question before I turn it over. There has been a lot of discussion about AI and its potential to disrupt over the last week, two weeks or so. I was wondering if you might be able to talk about how you are thinking or planning ahead for that and also what you are doing ultimately to position the business such that disruption hopefully will not have a meaningful long-term impact for you.

Peter Kelly: Thanks, John. Fundamentally, I think AI will be more of an enabler for our business model than a disruptor. The core aspects of our digital marketplace—that we are a network-effect business with buyers and sellers, we are dealing with significant assets that take up real physical space and have to be moved and inspected—I think those are fundamental facts on the ground about our marketplace. But I think AI can help us deliver improved technology solutions that benefit our customers, and that is why I see it as an enhancer and enabler and an accelerator in some respects. We are leaning into AI across our organization. I would say we are leaning into it in three principal areas.

The first would be in our engineering and software development operations. We are certainly leaning in more aggressively there. Our team is actively using it to help them design products, write code, test code, and accelerate our time to market for new software products as well as accelerate the time for technology consolidation, which is another thing we have been looking at here. We are also using it in certain customer-facing areas. We have AI deeply integrated into the inspection reports, both on the visual identification of damage through the photographs—we have AI looking at that. We have AI on the audio recording of engine noise.

We have AI involved in the decoding of the onboard diagnostic codes that we take through the readouts. We are also starting to leverage AI in terms of pricing advisory for sellers and buyers as well as vehicle recommendations for buyers when they log on to the marketplace. The third area we are looking at AI is in operations. Obviously, with one and a half million vehicles sold last year, it is 1,500,000 titles processed. There are a lot of customer calls to go with that. There are funds flows between sellers and buyers and all that sort of stuff.

There is a significant operations capability here and opportunities for further efficiencies in those processes as we leverage AI tools within those areas. I feel fundamentally optimistic as to the benefits. Obviously, the landscape is changing weekly, so we have to stay close to it, which is what we are doing. We will continue to do that.

John Babcock: That is very helpful. Thanks.

Peter Kelly: Thanks, John.

Operator: The next question comes from Rajat Gupta with JPMorgan. Please go ahead.

William Wright: Great. Thanks for taking the question. I had a question on the guide, if you could unpack that a little bit. I know you gave us some color on Canada and Europe. I am curious what is embedded. I am sorry if I missed this. What is embedded for volume growth in the U.S. in the guidance and split between dealer and commercial for the full year? Any more details you could give us there? Also within that,

Rajat Gupta: what is your market share growth expectation in dealer for 2026?

Bradley Herring: Rajat, this is Bradley. I will take the first part of that on guidance, and then I will let Peter talk about some market share dynamics. With the guide, we are not disclosing anything specifically around volume related to dealer and commercial, but we were pretty prescriptive around what the guide represents, which is really continuation of what we are seeing in the U.S. dealer business and, obviously, the recovery in the commercial business, mainly coming from the U.S. We do expect Canada to be relatively flat year over year just given some of the macro conditions there, and same with AFC, and I mentioned some of the key reasons there.

What is important to understand when you think about our guide for next year is how that growth profile is changing a little bit over 2025. In some respects, especially when you look at the marketplace business, we are expecting similar growth in terms of EBITDA performance in 2026 over 2025 with respect to percentage gains. We grew the mid-teens for 2025 in the marketplace. We are expecting to either stabilize at that number or even increase that number into 2026 off of a bigger base. We are really proud of how that marketplace business is going to grow. A fair amount of the growth in 2025 came from AFC, which we do not expect to repeat in 2026.

If you remember, a lot of that EBITDA performance in 2025 was related to improvement in the credit situation and loss provisions. We do not expect that to recur for next year. We feel good about the guide. It is really driven by, like Peter mentioned, the U.S. dealer business and U.S. commercial business. But at the end of the day, we feel the marketplace is still going to have another stellar year just like it did in 2025.

Peter Kelly: Yeah. Understood. Thanks, Bradley. Rajat, I will comment just a little on volume. It is not easy to get a firm number on all the different wholesale channels across this industry, to get a sort of a precise market share number. We track our volumes vis-à-vis competitors. We track our volumes vis-à-vis AuctionNet. I think for the year overall last year, our U.S. dealer volumes grew north of 15%. I think our total dealer volume was 15% growth, but our U.S. volume was higher than that. I believe AuctionNet dealer-to-dealer volumes, which is really physical auction dealer-to-dealer volumes in the U.S., grew around 4%.

Within that, you can see that there is a share gain, if you like, for OPENLANE, Inc. We grew north of 15%; the physical auction D2D industry grew 4%. We saw a widening gap in Q4. Our growth accelerated into north of 20%, and I believe physical auction dealer volumes declined 4% in Q4. On prior calls, I have said that on a long-term basis, we would like to be outgrowing the industry by the mid to high single digits on a consistent basis. I still think that is a reasonable number to use. Clearly, we have done better than that in recent quarters.

Obviously, we are going to continue to do the very best we can, but I have not moved off that expectation as a long-term kind of what investors should expect over, say, a one-, two-, three-year period.

William Wright: Understood. Fair enough.

Rajat Gupta: Just a follow-up on the SG&A side. I think you mentioned earlier that you are expecting to start to lever a lot of those investments you made last year as they mature. I am curious, is 2026 more of just leveraging a lot of the prior year's investments? Is this another big investment year that is embedded in the guide? I am curious if you could dive into that a little bit. Thanks.

Peter Kelly: Yeah. I will start and then Bradley can get into the numbers. At a strategic level, our SG&A investments have been principally focused in the U.S. market and have had a particular focus on the D2D marketplace and share growth there. Obviously, we can see positive results from that. We have also done a number of waves of those investments starting in 2024, the most recent one really at the end of last year into the current quarter. It does take time for those to ramp up and really get productive.

We can certainly see some early indications of impact in the sort of a 60- to 90-day framework, but I think you really have to be a year in before you really start to see it mature and really start to get to its fuller level of performance. So there is that going on. I will also say we have tried to fund those investments by reducing SG&A in other parts of the business. I guess what I would say is

Bradley Herring: we are

Peter Kelly: not looking to have to continue to do incremental waves. At some point, we think the SG&A growth should plateau out and the volume growth should hopefully continue. So we expect to see some continued separation there. We are going to be watching carefully for that. I do not have at this moment another wave sort of planned in our 2026 plan. I think we are going to run with what we have got for the most part. Obviously, we will monitor and see. To the extent we are continuing to see very strong benefits, we will keep that under consideration. That is my thinking on it. Bradley, do you want to speak to it?

Add a little bit of color to that. So

Bradley Herring: when you look at SG&A 2026 versus 2025, there are a couple of moving parts. One, we have talked before about the incremental variable comp that will actually kind of peel off when we get into 2026. It will not recur in 2025. So that is going to be a good favorability for SG&A. You are going to see, to Peter's point, more of the annualization of our 2025 go-to-market investments. There are some slight increments being added, but the impact in 2026 is mostly going to be the annualization of investments that were made mostly in the back half of 2025. So you will see some incremental adds there.

Then to Peter's point also, there are some ongoing efficiency exercises around consolidations of some tech stacks and some functionality that is going to be funding some of that as well. Those are kind of the big

John Babcock: Got it.

William Wright: Thank you.

Operator: Thank you. The next question comes from Robert James Labick with CJS Securities. Please go ahead.

Robert James Labick: Good morning. Thanks for taking our questions and congratulations on the quarter and outlook.

William Wright: Peter, in your prepared remarks, you talked about

John Babcock: off-lease vehicles ending with negative equity. I think it is to negative $1,000 for the first time in a very long time. And

Robert James Labick: thus flowing deeper through the funnel.

Rajat Gupta: You also talked about

Peter Kelly: some pilot programs you did in 2025 to increase

John Babcock: online conversion. I was hoping maybe you could expand a little bit about the pilot programs and what you can do to increase online conversion and how you see that playing out this year and beyond?

Peter Kelly: Thank you, Robert. I appreciate the good wishes there. Let me start with the negative equity. I am sure we are looking at similar data to what you are referencing there. We have seen equity decline. One public source shows that actually first time in the negative territory at the end of last year, first time in a long time. I think that is actually a mix. I think the equity situation within our customers' portfolios remains, I will say, widely distributed. EVs: heavily negative equity. A lot of vehicles—increasing numbers of vehicles—sort of in the zone of close to zero or low levels of equity. Then some vehicles remaining still with significantly positive equity. Some brands, some vehicle types.

So it is maybe a more widely distributed variation bell curve than would be typical given the different types of vehicles in those portfolios. Nevertheless, in aggregate, it has trended down. I think it is going to continue to do so for all types of vehicles in my view. I think the outlook there looks positive. We are going into that in more detail at our Investor Day here in a few weeks as well. We will talk more about the impacts here.

Some of the pilots—at the highest level, what we are trying to do is get our commercial sellers to engage in a more digital auction price discovery, use our marketplace to really discover what the true market demand is for that vehicle and drive higher conversions, which is kind of what dealers do. When a dealer has a wholesale unit, they have got a view that, “I think this car should be worth X. I paid the consumer X when I bought it as a trade-in, but I am not really sure. I am going to put it in the marketplace.

I am going to see what the market brings.” Dealers have learned that our marketplace—the liquidity of the marketplace, the number of buyers, the tools like absolute sale—get them full market value, very competitive outcomes versus any other channel, and we will do it fast and at a low cost. We are trying to get our commercial sellers to really experience that same type of situation. As you probably know, in the past our commercial sellers kind of have this waterfall process. They set a price and then it is there for the buyer to take it or leave it.

If the price is set too high, then obviously we do not have a buyer for that car; it is going to go downstream to a physical auction. In all probability, it is going to sell for less than that price the seller was asking for. We are trying to engage the seller in those price discovery tools. We had pilots running with a number of brands in 2025. Those pilots gained traction over the course of the year. Fundamentally, we are trying to expand that and drive two things: one is a very strong conversion rate for commercial vehicles overall, and an increasing percentage of those vehicles selling in the open marketplace channel.

Obviously, this benefits our sellers, benefits our buyers, and benefits our business as well.

Rajat Gupta: Yeah. That is really exciting. I think that is the

John Babcock: huge opportunity as you can continue to grow that. And then just as my follow-up, you mentioned this and I think actually looking at

Rajat Gupta: off-lease volumes in a little more detail for next year, the growth is in EVs and plug-ins and a little hybrids, and ICE might even be down a little bit. How have your experiences been so far with off-lease EVs given the

John Babcock: as you said, the very high negative equity because of the rapid depreciation and the incentives given before. So how has your

Rajat Gupta: experience been so far with EVs, and what do you expect that to

John Babcock: look like through 2026 and beyond?

Peter Kelly: Thanks, Robert. Our experience to this point has been very good with EVs. We are still early days, so I do not know that I have got enough data to say this is purely locked in and this is all done and dusted, but it gives me a lot of confidence for what we are seeing. What are we seeing with EVs right now? First of all, we are seeing our overall conversion rate on EVs from commercial sellers is, to all intents and purposes, the same as our overall conversion rate for ICE. It is actually a couple of percentage points lower, but immaterial.

The conversion rate on both types of vehicles today in our portfolio is in the upper 60s, low 70%.

William Wright: Okay?

Peter Kelly: We are seeing EVs, because of the lower equity—and this is something we have talked about generally for vehicles—but because they have lower equity, they are flowing deeper in the funnel. So we are actually converting the EVs more not at the grounding dealer level, more at the non-grounding and open sale level, which obviously has a nice revenue mix impact for us. I am not saying I would lock in on either of those things as the way it is going to be forever, but it is the way it is today.

I feel really good about that as we are going into a higher volume season here over the next three, four, five, six quarters with these types of vehicles. I will also say that having talked to our commercial sellers, they recognize that they are going to be underwater vis-à-vis the residual value. In most cases, I think they have accounted for that ahead of time because this was something that was foreseen. They also recognize these vehicles probably are not appreciating in value. They really need to liquidate them as quickly as they can.

Ultimately, they and their dealer base have to find a price point at which these cars are going to move back into the retail channel as used EVs. They are very practical about it: “I do not want these cars accumulating in some parking lot somewhere thinking they are going to go up in value. That is not going to happen. I better sell them today and OPENLANE, Inc. is a great partner to help me do that.” We are working very collaboratively with our sellers to achieve those outcomes, and I feel really good about where we are at so far.

Rajat Gupta: Okay. That is super. Thanks so much.

Peter Kelly: Thank you, Robert.

Operator: The next question comes from Gary Frank Prestopino with Barrington Research. Please go ahead.

Peter Kelly: Hi. Good morning, Walt. Hey, Peter. A couple of questions here. First of all, great growth on the dealer side for the year. I believe it was 15% in units. Right? So maybe could you possibly parse that out on both the same-store basis and new dealer additions which are driving that growth. Can you give us some idea of how that shaped out in 2025?

Gary Frank Prestopino: Yeah.

Peter Kelly: Thanks, Gary. I appreciate that. First of all, we do not disclose same-store as part of our quarterly cycle, but here is what I will say. We are very pleased with the dealer growth. The dealer growth has also been driven by equivalent growth in the number of sellers participating in our marketplace in any given quarter. Again, we saw north of 20% growth in active sellers in our U.S. marketplace in Q4. Also the number of buyers active in our marketplace—that growth was also north of 20% in Q4, the number of active buyers in our U.S. marketplace. Those additional increases in customers help drive the increase in growth.

We also find that when we onboard a new customer, particularly on the sell side, they do not come in as a mature customer on day one. It takes them time to ramp up to a level where they are generating a comparable volume to the rest of our customer base. I feel really good about the stickiness of our platform. I feel really good about the NPS scores we are getting. I certainly feel great about the customer enrollment. We have talked about leveraging the private label, leveraging AFC, leveraging the go-to-market resources that are driving those customer adoption rates. All those things together are contributing to the volume growth that we are delivering.

Gary Frank Prestopino: Okay.

Peter Kelly: You also said you onboarded a new client in commercial this quarter? Or last quarter? Is that correct? Like turn quarter.

William Wright: Turn quarter, there was

Peter Kelly: I think in the last call I said it would be in Q1. I can confirm it did happen in January. Very successful launch, and excited to see that live. Was that an OEM or was that a financial

Operator: institution? Yeah. It was an OEM with a number of

Peter Kelly: you know, a multi-brand OEM. No. That is great. That is great to hear. Then just lastly, I do not know if you have any data on this, but are you starting to see more new dealers come into the fold, particularly on the buy side, that just really exclusively sell EVs and hybrids and all. I mean, there are a couple of dealers out here in the west suburbs of Chicago that are strictly selling EV cars. Are you seeing more and more of that nationwide? We are seeing a little bit of that. That is true, Gary. Just on the last question, I talked about EVs.

When I drill in and look at who is buying these EVs, I will say it is a mix. Some of them are being bought by regular franchise dealers who just think, “This is a high-quality EV, I can retail it—two years old, three years old.” Some of them are bought by independents, but some of those independents, you can just tell by their name that they are exclusively EV-focused. Obviously, they look at a profit opportunity here; these are high-quality vehicles, one owner, low mileage, and they can buy them in our wholesale market and sell them retail in their market just like you described. So, yeah, we are certainly seeing some of that, Gary. Okay. Thank you.

Operator: The next question comes from Craig R. Kennison with Baird. Please go ahead.

John Babcock: Hey, good morning. Thanks for taking my question. You have really addressed most of them already, but I thought I would ask for an update on Europe.

Peter Kelly: Thanks, Craig. Good to hear from you. Europe had a strong year last year. It was its best-ever year in our business, so it was a contributor to the good results that we delivered. It is a relatively smaller part of our business. It is less than 10% of our total transactions. However, it does show up a lot in the purchased vehicle number because a lot of those European transactions move cross-border. Because of the cross-border implications of that, we have to take ownership of the vehicle for a week or two while it is going through that process. So it shows up there. It had a very strong year.

I believe in 2026 we can continue to grow those volumes. I would say our growth expectations are modest, but those modest growth expectations hopefully will drive another record year for the European business in 2026.

William Wright: Thanks. And then there is a line item in your adjustments to

John Babcock: EPS for ERP. If you could just give us an update on what you are doing to implement

Peter Kelly: ERP and what you hope to accomplish there?

Bradley Herring: Yeah. Sure, Craig. I will take that. This is Bradley. We are moving down the path of doing some ERP consolidations. It is a byproduct of some acquisitions that were made over the last number of years. We are still running a handful of ERPs attached to those acquisitions, so we are going to consolidate those with a central provider. That is going to go on this year and next year.

Rajat Gupta: A couple

Operator: Excuse me. There is an interruption, apparently. Just a moment, please. We lost the speaker location. Are you still there, Bradley?

Peter Kelly: We are still here. We are still here. Yeah.

Operator: Please go ahead.

Bradley Herring: Yeah. Sorry about that, Craig. So yes, consolidation creates more efficient back-office capabilities and also solidifies a lot of our data collection. We do data translation

John Babcock: at the end—

Operator: Craig.

Bradley Herring: We kicked that off in 2025. I am not sure if that went on mute and you got some of that—

Operator: I caught some of it. Some of it was on mute. But I am getting the drift.

Rajat Gupta: Yeah. Just think of ERP for consolidation, data consistency,

Bradley Herring: a two-year program kicked off into 2025. By the time we get done with mid to late 2027, we should be pretty wrapped up.

William Wright: Great. Thank you.

Peter Kelly: Okay. I think that is all the time we have for questions today. I apologize for the technical issues in the last minute or two here. I appreciate you being on the call and your continued interest in our company. I know we have mentioned it a few times on the call, but I want to give one more plug for our upcoming Investor Day event. March 3, 2026, Fort Lauderdale, Florida, runs from 8:30 to noon. You can find out more details on our investor page or by contacting William Wright, our VP of Investor Relations. We hope to see you there so you can learn more about our business, our leadership, and our strategy.

We are going to go into more depth on all of those things. I am excited about 2026. There are many opportunities for OPENLANE, Inc. this year and beyond as commercial volumes inflect and as our dealer business continues to gain momentum. Because of that, I remain confident in our positioning for growth and our ability to deliver long-term shareholder value. Thank you again. Have a great day.

Operator: The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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