オープンレーンの適時開示・決算・その他

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): November 5, 2025

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

KAR

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 November 5, 2025, OPENLANE, Inc. (“OPENLANE” or the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025. OPENLANE will host an earnings conference call and webcast, Wednesday, November 5, 2025 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 November 5, 2025 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.

On November 5, 2025, OPENLANE also posted supplemental financial information for the three and nine months ended September 30, 2025, and Earnings Slides for the quarter ended September 30, 2025. 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 November 5, 2025 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 November 5 , 2025 – "OPENLANE, Inc. Reports Third Quarter 2025 Financial Results"

99.2 OPENLANE, Inc. Third Quarter 2025 Supplemental Financial Information – November 5 , 2025

99.3 OPENLANE Q 3 2025 Earnings Slides – November 5 , 2025

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: November 5, 2025			OPENLANE, Inc.


			/s/ BRADLEY HERRING
			Bradley Herring Executive Vice President and Chief Financial Officer

EX-99.1 2 exhibit991-q32025earningsr.htm EXHIBIT 99.1 - EARNINGS RELEASE 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 Third Quarter 2025 Financial Results

•Marketplace dealer volume growth of 14% YoY

•Gross Merchandise Value (GMV) of approximately $7.3 billion, representing 9% YoY growth

•Revenue of $498 million, representing 8% YoY growth, driven by 20% growth in auction fee revenue

•Income from continuing operations of $48 million, representing 69% YoY growth

•Adjusted EBITDA of $87 million, representing 17% YoY growth

•Cash flow from operating activities of $72 million

•Raised full year guidance for Adjusted EBITDA and Operating Adjusted EPS

Carmel, IN, November 5, 2025 — OPENLANE, Inc. (NYSE: KAR), today reported its third quarter financial results for the period ended September 30, 2025.

"OPENLANE’s strategy — and the investments we’ve made to accelerate it — produced another strong quarter of organic growth and profitability, including 8% consolidated revenue growth and $87 million in Adjusted EBITDA," said Peter Kelly, CEO of OPENLANE. "We grew dealer-to-dealer volumes by 14%, significantly outpacing the industry, gaining market share and evidencing the strength and growing preference of the OPENLANE brand. We are executing our growth strategy with precision, and remain well positioned for the inflection of off-lease vehicles in 2026 and beyond."

"OPENLANE’s third quarter results further reinforce the strong scalability characteristics of OPENLANE’s asset-light, digital operating model," said Brad Herring, EVP and CFO of OPENLANE. "We are leaning into investments that will build on our positive momentum and position OPENLANE to deliver long-term shareholder value. Our confidence in OPENLANE’s strategy and positioning, coupled with our strong year-to-date results, support our raise in 2025 guidance."

2025 Guidance

The company is updating its annual guidance to the following:


	Previous Guidance (August 6, 2025)	Revised Guidance (November 5, 2025)
Income from continuing operations (in millions)	$132 - $140	$139 - $144
Adjusted EBITDA (in millions)	$310 - $320	$328 - $333
Income (loss) from continuing operations per share - diluted *	$0.61 - $0.66	$(1.32) - $(1.28)
Operating Adjusted EPS	$1.12 - $1.17	$1.22 - $1.26

* The company uses the two-class method of calculating income (loss) from continuing operations per diluted share. Under the two-class method, income from continuing operations is adjusted for dividends (including deemed dividends), and undistributed earnings (losses) to the holders of the Series A Preferred Stock, and the weighted average diluted shares do not assume conversion of the preferred shares to common shares. The Series A Preferred Stock repurchases in the fourth quarter of 2025 are expected to result in a deemed dividend, representing the excess of the consideration paid over the carrying amount of the Series A Preferred Stock repurchased. The deemed dividend is expected to exceed income from continuing operations and result in a loss from continuing operations available to common stockholders when calculating income (loss) from continuing operations per diluted share.

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 Wednesday, November 5, 2025 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 third quarter 2025 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: KAR) 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 2025 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.

OPENLANE, Inc.

Condensed Consolidated Statements of Income

(In millions, except per share data) (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating revenues
Auction fees	$	136.3	$	113.2	$	396.4	$	331.8
Service revenue	144.2		148.1		426.6		445.4
Purchased vehicle sales	108.9		93.0		293.1		231.4
Finance revenue	109.0		105.5		324.1		324.9
Total operating revenues	498.4		459.8		1,440.2		1,333.5

Operating expenses
Cost of services (exclusive of depreciation and amortization)	270.2		252.0		766.2		711.8
Finance interest expense	28.1		30.7		82.6		95.2
Provision for credit losses	11.5		13.1		29.5		42.2
Selling, general and administrative	110.9		97.7		332.4		308.9
Depreciation and amortization	22.7		23.8		68.4		72.2
Loss on sale of property	—		—		7.0		—
Total operating expenses	443.4		417.3		1,286.1		1,230.3

Operating profit	55.0		42.5		154.1		103.2

Interest expense	1.1		4.6		8.2		17.2
Other income, net	(2.2)		(3.6)		(14.6)		(2.9)

Income from continuing operations before income taxes	56.1		41.5		160.5		88.9

Income taxes	8.2		13.1		42.3		31.3

Income from continuing operations	47.9		28.4		118.2		57.6
Income from discontinued operations, net of income taxes	—		—		—		—
Net income	$	47.9	$	28.4	$	118.2	$	57.6

Net income per share - basic
Income from continuing operations	$	0.26	$	0.12	$	0.59	$	0.17
Income from discontinued operations	—		—		—		—
Net income per share - basic	$	0.26	$	0.12	$	0.59	$	0.17

Net income per share - diluted
Income from continuing operations	$	0.25	$	0.12	$	0.59	$	0.17
Income from discontinued operations	—		—		—		—
Net income per share - diluted	$	0.25	$	0.12	$	0.59	$	0.17

OPENLANE, Inc.

Condensed Consolidated Balance Sheets

(In millions) (Unaudited)


	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	119.3	$	143.0
Restricted cash	27.1		40.7
Trade receivables, net of allowances	354.1		248.2
Finance receivables, net of allowances	2,494.7		2,322.7
Other current assets	110.8		96.9
Total current assets	3,106.0		2,851.5

Goodwill	1,241.7		1,222.9
Customer relationships, net of accumulated amortization	106.5		117.7
Operating lease right-of-use assets	60.3		67.1
Property and equipment, net of accumulated depreciation	102.2		149.3
Intangible and other assets	199.9		213.8
Total assets	$	4,816.6	$	4,622.3

Current liabilities, excluding obligations collateralized by finance receivables and current maturities of debt	$	844.8	$	682.7
Obligations collateralized by finance receivables	1,816.9		1,660.3
Current maturities of debt	15.8		222.5
Total current liabilities	2,677.5		2,565.5

Long-term debt	—		—
Operating lease liabilities	54.8		60.4
Other non-current liabilities	45.2		41.2
Temporary equity	612.5		612.5
Stockholders’ equity	1,426.6		1,342.7
Total liabilities, temporary equity and stockholders’ equity	$	4,816.6	$	4,622.3

OPENLANE, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions) (Unaudited)


	Nine Months Ended September 30,
	2025		2024
Operating activities
Net income	$	118.2	$	57.6
Net income from discontinued operations	—		—
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	68.4		72.2
Provision for credit losses	29.5		42.2
Deferred income taxes	4.0		(0.1)
Amortization of debt issuance costs	6.6		6.9
Stock-based compensation	9.9		13.9
Loss on sale of property	7.0		—
Other non-cash, net	0.3		(0.3)
Changes in operating assets and liabilities, net of acquisitions:
Trade receivables and other assets	(120.8)		(36.1)
Accounts payable and accrued expenses	143.3		103.8
Net cash provided by operating activities - continuing operations	266.4		260.1
Net cash used by operating activities - discontinued operations	—		(1.4)
Investing activities
Net (increase) decrease in finance receivables held for investment	(196.1)		50.4
Purchases of property, equipment and computer software	(40.7)		(39.0)
Investments in securities	(1.1)		(1.9)
Proceeds from the sale of property and equipment	42.4		0.9
Net cash (used by) provided by investing activities - continuing operations	(195.5)		10.4
Net cash provided by investing activities - discontinued operations	—		—
Financing activities
Net increase (decrease) in book overdrafts	13.1		(3.6)
Net repayments of lines of credit	(0.6)		(86.4)
Net increase (decrease) in obligations collateralized by finance receivables	145.8		(93.0)
Payments for debt issuance costs/amendments	(0.4)		(14.7)
Payments on long-term debt	(210.0)		—
Payments on finance leases	—		(0.9)
Issuance of common stock under stock plans	7.8		1.0
Tax withholding payments for vested RSUs	(6.5)		(3.4)
Repurchase and retirement of common stock	(35.8)		(30.0)
Dividends paid on Series A Preferred Stock	(33.3)		(33.3)
Net cash used by financing activities - continuing operations	(119.9)		(264.3)
Net cash provided by financing activities - discontinued operations	—		—
Net change in cash balances of discontinued operations	—		—
Effect of exchange rate changes on cash	11.7		(3.1)
Net (decrease) increase in cash, cash equivalents and restricted cash	(37.3)		1.7
Cash, cash equivalents and restricted cash at beginning of period	183.7		158.9
Cash, cash equivalents and restricted cash at end of period	$	146.4	$	160.6
Cash paid for interest	$	85.6	$	105.8
Cash paid for taxes, net of refunds - continuing operations	$	29.6	$	34.7
Cash paid for taxes, net of refunds - discontinued operations	$	(1.5)	$	(0.5)

OPENLANE, Inc.

Reconciliation of Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow, operating adjusted income from continuing operations and operating adjusted income from continuing operations per 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.

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 from continuing operations is defined as income from continuing operations 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 from continuing operations 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 from continuing operations divided by weighted average diluted shares, including the assumed conversion of preferred shares.

EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow, operating adjusted income from continuing operations and operating adjusted income from continuing operations per share 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 income from continuing operations to EBITDA and Adjusted EBITDA for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions), (Unaudited)	2025		2024		2025		2024
Income from continuing operations	$	47.9	$	28.4	$	118.2	$	57.6
Add back:
Income taxes	8.2		13.1		42.3		31.3
Finance interest expense	28.1		30.7		82.6		95.2
Interest expense, net of interest income	0.6		4.2		5.3		16.1
Depreciation and amortization	22.7		23.8		68.4		72.2
EBITDA	107.5		100.2		316.8		272.4
Non-cash stock-based compensation	4.4		4.1		10.8		14.8
Acquisition related costs	—		—		—		0.5
Securitization interest	(25.6)		(27.9)		(75.1)		(87.0)
Loss on sale of property	—		—		7.0		—
Severance	2.4		1.5		6.8		9.2
Foreign currency (gains) losses	(1.6)		(3.2)		(10.5)		(0.7)
Professional fees related to business improvement efforts	—		—		—		1.5
Impact for newly enacted Canadian DST related to prior years	—		—		—		10.0
Other	—		(0.2)		0.8		—
Total deductions	(20.4)		(25.7)		(60.2)		(51.7)
Adjusted EBITDA	$	87.1	$	74.5	$	256.6	$	220.7


	Three Months Ended September 30, 2025
(In millions), (Unaudited)	Marketplace		Finance		Consolidated
Income from continuing operations	$	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

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 September 30,
(In millions), (Unaudited)	2025		2024
Net cash provided by operating activities	$	72.2	$	122.4
Purchases of property, equipment and computer software	(14.6)		(13.1)
Free Cash Flow	57.6		109.3
Severance	1.6		2.0
Other	0.1		0.2
Net (increase) decrease in finance receivables held for investment	(151.1)		17.3
Net increase (decrease) in obligations collateralized by finance receivables	96.4		(36.9)
Adjusted Free Cash Flow	$	4.6	$	91.9

The following table reconciles income from continuing operations to operating adjusted income from continuing operations and operating adjusted income from continuing operations per diluted share for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share amounts), (Unaudited)	2025		2024		2025		2024
Income from continuing operations	$	47.9	$	28.4	$	118.2	$	57.6
Acquired amortization expense	8.4		9.0		25.0		27.4
Impact for newly enacted Canadian DST related to prior years	—		—		—		10.0
Loss on sale of property	—		—		7.0		—
Income taxes (1)	(5.7)		(0.4)		(8.2)		(2.9)
Operating adjusted income from continuing operations	$	50.6	$	37.0	$	142.0	$	92.1

Operating adjusted income from discontinued operations	$	—	$	—	$	—	$	—

Operating adjusted income	$	50.6	$	37.0	$	142.0	$	92.1

Operating adjusted income from continuing operations per share - diluted (2)	$	0.35	$	0.26	$	0.98	$	0.64
Operating adjusted income from discontinued operations per share - diluted	—		—		—		—
Operating adjusted income per share - diluted	$	0.35	$	0.26	$	0.98	$	0.64

Weighted average diluted shares - including assumed conversion of preferred shares	144.0		144.8		144.2		145.0

(1)For the three and nine months ended September 30, 2025 and 2024, each tax deductible item was booked to the applicable statutory rate. The deferred tax benefits of $52.5 million and $6.5 million associated with the goodwill and tradename impairments in 2023, respectively, resulted in the U.S. being in a net deferred tax asset position. Due to the three-year cumulative loss related to U.S. operations, we currently have a $34.6 million valuation allowance against the U.S. net deferred tax asset.

(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 income per diluted share.

The following table reconciles income from continuing operations to EBITDA and Adjusted EBITDA for the 2025 guidance presented:


	Previous Guidance (August 6, 2025)				Revised Guidance (November 5, 2025)
(In millions), (Unaudited)	Low		High		Low		High
Income from continuing operations	$	132	$	140	$	139	$	144
Add back:
Income taxes	52		54		52		53
Finance interest expense	110		109		111		110
Interest expense, net of interest income	6		6		15		15
Depreciation and amortization	92		92		92		92
EBITDA	392		401		409		414
Total addbacks (deductions), net	(82)		(81)		(81)		(81)
Adjusted EBITDA	$	310	$	320	$	328	$	333


	Previous Guidance (August 6, 2025)				Revised Guidance (November 5, 2025)
(In millions, except per share amounts), (Unaudited)	Low		High		Low		High
Income from continuing operations	$	132	$	140	$	139	$	144
Total adjustments, net	29		29		30		30
Operating adjusted income from continuing operations	$	161	$	169	$	169	$	174

Operating adjusted income from continuing operations per share – diluted	$	1.12	$	1.17	$	1.22	$	1.26

Weighted average diluted shares - including assumed conversion of preferred shares	144		144		138		138

EX-99.2 3 exhibit992-q32025ersupplem.htm EXHIBIT 99.2 - EARNINGS RELEASE SUPPLEMENT Document

EXHIBIT 99.2

OPENLANE, Inc.

Third Quarter 2025 Supplemental Financial Information

November 5, 2025

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 income (loss) from continuing operations to EBITDA and Adjusted EBITDA for the periods presented:


	Three Months Ended September 30, 2025
(Dollars in millions), (Unaudited)	Marketplace		Finance		Consolidated
Income from continuing operations	$	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


	Three Months Ended September 30, 2024
(Dollars in millions), (Unaudited)	Marketplace		Finance		Consolidated
Income from continuing operations	$	4.8	$	23.6	$	28.4
Add back:
Income taxes	5.0		8.1		13.1
Finance interest expense	—		30.7		30.7
Interest expense, net of interest income	4.2		—		4.2
Depreciation and amortization	20.6		3.2		23.8
EBITDA	34.6		65.6		100.2
Non-cash stock-based compensation	3.2		0.9		4.1
Securitization interest	—		(27.9)		(27.9)
Severance	1.4		0.1		1.5
Foreign currency (gains) losses	(3.1)		(0.1)		(3.2)
Other	(0.3)		0.1		(0.2)
Total addbacks (deductions)	1.2		(26.9)		(25.7)
Adjusted EBITDA	$	35.8	$	38.7	$	74.5


	Nine Months Ended September 30, 2025
(Dollars in millions), (Unaudited)	Marketplace		Finance		Consolidated
Income from continuing operations	$	34.4	$	83.8	$	118.2
Add back:
Income taxes	14.1		28.2		42.3
Finance interest expense	—		82.6		82.6
Interest expense, net of interest income	5.3		—		5.3
Depreciation and amortization	59.3		9.1		68.4
EBITDA	113.1		203.7		316.8
Non-cash stock-based compensation	8.3		2.5		10.8
Securitization interest	—		(75.1)		(75.1)
Loss on sale of property	7.0		—		7.0
Severance	6.6		0.2		6.8
Foreign currency (gains) losses	(10.5)		—		(10.5)
Other	0.7		0.1		0.8
Total addbacks (deductions)	12.1		(72.3)		(60.2)
Adjusted EBITDA	$	125.2	$	131.4	$	256.6


	Nine Months Ended September 30, 2024
(Dollars in millions), (Unaudited)	Marketplace		Finance		Consolidated
Income (loss) from continuing operations	$	(24.2)	$	81.8	$	57.6
Add back:
Income taxes	4.0		27.3		31.3
Finance interest expense	—		95.2		95.2
Interest expense, net of interest income	16.1		—		16.1
Depreciation and amortization	63.3		8.9		72.2
Intercompany interest	13.3		(13.3)		—
EBITDA	72.5		199.9		272.4
Non-cash stock-based compensation	12.0		2.8		14.8
Acquisition related costs	0.5		—		0.5
Securitization interest	—		(87.0)		(87.0)
Severance	8.2		1.0		9.2
Foreign currency (gains) losses	(0.6)		(0.1)		(0.7)
Professional fees related to business improvement efforts	1.2		0.3		1.5
Impact for newly enacted Canadian DST related to prior years	10.0		—		10.0
Other	(0.2)		0.2		—
Total addbacks (deductions)	31.1		(82.8)		(51.7)
Adjusted EBITDA	$	103.6	$	117.1	$	220.7

Certain of our loan covenant calculations utilize financial results for the most recent four consecutive fiscal quarters. The following table reconciles EBITDA and Adjusted EBITDA to net income for the periods presented:


	Three Months Ended								Twelve Months Ended
(Dollars in millions), (Unaudited)	December 31, 2024		March 31, 2025		June 30, 2025		September 30, 2025		September 30, 2025
Net income	$	52.3	$	36.9	$	33.4	$	47.9	$	170.5
Less: Income from discontinued operations	—		—		—		—		—
Income from continuing operations	52.3		36.9		33.4		47.9		170.5
Add back:
Income taxes	16.7		15.8		18.3		8.2		59.0
Finance interest expense	28.3		27.6		26.9		28.1		110.9
Interest expense, net of interest income	4.1		3.4		1.3		0.6		9.4
Depreciation and amortization	23.0		22.7		23.0		22.7		91.4
EBITDA	124.4		106.4		102.9		107.5		441.2
Non-cash stock-based compensation	1.1		2.0		4.4		4.4		11.9
Acquisition related costs	0.1		—		—		—		0.1
Securitization interest	(25.7)		(25.1)		(24.4)		(25.6)		(100.8)
Loss on sale of property	—		—		7.0		—		7.0
Gain on sale of business	(31.6)		—		—		—		(31.6)
Severance	2.4		2.0		2.4		2.4		9.2
Foreign currency losses (gains)	6.5		(3.3)		(5.6)		(1.6)		(4.0)
Gain on investments	(0.4)		—		—		—		(0.4)
Impact for newly enacted Canadian DST related to prior years	(4.6)		—		—		—		(4.6)
Other	0.5		0.8		—		—		1.3
Total addbacks (deductions)	(51.7)		(23.6)		(16.2)		(20.4)		(111.9)
Adjusted EBITDA	$	72.7	$	82.8	$	86.7	$	87.1	$	329.3

Results of Operations

OPENLANE Results


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in millions except per share amounts)	2025		2024		2025		2024
Revenues
Auction fees	$	136.3	$	113.2	$	396.4	$	331.8
Service revenue	144.2		148.1		426.6		445.4
Purchased vehicle sales	108.9		93.0		293.1		231.4
Finance revenue	109.0		105.5		324.1		324.9
Total operating revenues	498.4		459.8		1,440.2		1,333.5
Operating expenses
Cost of services (exclusive of depreciation and amortization)	270.2		252.0		766.2		711.8
Finance interest expense	28.1		30.7		82.6		95.2
Provision for credit losses	11.5		13.1		29.5		42.2
Selling, general and administrative	110.9		97.7		332.4		308.9
Depreciation and amortization	22.7		23.8		68.4		72.2
Loss on sale of property	—		—		7.0		—
Total operating expenses	443.4		417.3		1,286.1		1,230.3
Operating profit	55.0		42.5		154.1		103.2
Interest expense	1.1		4.6		8.2		17.2
Other income, net	(2.2)		(3.6)		(14.6)		(2.9)
Income from continuing operations before income taxes	56.1		41.5		160.5		88.9
Income taxes	8.2		13.1		42.3		31.3
Income from continuing operations	47.9		28.4		118.2		57.6
Income from discontinued operations, net of income taxes	—		—		—		—
Net income	$	47.9	$	28.4	$	118.2	$	57.6
Income from continuing operations per share
Basic	$	0.26	$	0.12	$	0.59	$	0.17
Diluted	$	0.25	$	0.12	$	0.59	$	0.17

Overview of OPENLANE Results for the Three Months Ended September 30, 2025 and 2024

Overview

For the three months ended September 30, 2025, we had revenue of $498.4 million compared with revenue of $459.8 million for the three months ended September 30, 2024, an increase of 8%. For a further discussion of our operating results, see the segment results discussions below.

Depreciation and Amortization

Depreciation and amortization decreased $1.1 million, or 5%, to $22.7 million for the three months ended September 30, 2025, compared with $23.8 million for the three months ended September 30, 2024. The decrease in depreciation and amortization was primarily the result of assets that have become fully amortized and depreciated.

Interest Expense

Interest expense decreased $3.5 million, or 76%, to $1.1 million for the three months ended September 30, 2025, compared with $4.6 million for the three months ended September 30, 2024. The decrease in interest expense was primarily the result of the repayment of the senior notes in the second quarter of 2025 and a decrease in the borrowings on lines of credit.

Other Income, Net

For the three months ended September 30, 2025, we had other income of $2.2 million compared with $3.6 million for the three months ended September 30, 2024. The decrease in other income was primarily attributable to foreign currency gains on intercompany balances of $1.6 million for the three months ended September 30, 2025, compared with foreign currency gains on intercompany balances of $3.2 million for the three months ended September 30, 2024. The decrease in foreign currency gains on intercompany balances was partially offset by a net increase in other miscellaneous income aggregating $0.2 million.

Income Taxes

We had an effective tax rate of 14.6% for the three months ended September 30, 2025, compared with an effective tax rate of 31.6% for the three months ended September 30, 2024. The effective tax rate for the three months ended September 30, 2025 was favorably impacted by 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. The effective tax rate for the three months ended September 30, 2024 was unfavorably impacted by an increase in the valuation allowance related to 2024 current year movement of the adjusted U.S. net deferred tax asset.

We recorded a $34.6 million and $35.8 million valuation allowance against the U.S. net deferred tax asset at September 30, 2025 and December 31, 2024, respectively. The realization of the net deferred tax assets is dependent on our ability to generate sufficient future taxable income to utilize these assets. Depending on our current and anticipated future earnings, we may release a significant portion of our valuation allowance in a future period if there is sufficient positive evidence which would result in a corresponding decrease to income tax expense in such period. The actual timing and amount of the valuation allowance to be released is uncertain.

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 June 26, 2025, the U.S. Treasury Department announced an agreement with the G7 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 potential 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.

On July 4, 2025, the United States enacted budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act ("OBBBA"). The Act includes a broad range of tax reform provisions, including extending and modifying various provisions of the Tax Cuts and Jobs Act and expanding certain incentives in the Inflation Reduction Act while accelerating the phase-out of other incentives. The legislation has multiple effective dates, with certain provisions effective in 2025 and other provisions effective in 2026 and subsequent years. OBBBA provisions include the restoration of the current deductibility for domestic research expenditures beginning in 2025, with transition options for previously capitalized amounts. OBBBA’s changes to the deductibility of domestic research and experimental expenditures decreased our deferred tax asset position and related valuation allowance in the third quarter of 2025, as a change in tax law is accounted for in the period of enactment.

Impact of Foreign Currency

For the three months ended September 30, 2025 compared with the three months ended September 30, 2024, the change in the euro exchange rate increased revenue by $6.2 million, operating profit by $0.5 million and net income by $0.3 million. For the three months ended September 30, 2025 compared with the three months ended September 30, 2024, the change in the Canadian dollar exchange rate decreased revenue by $1.1 million, operating profit by $0.3 million and net income by $0.2 million.

Overview of OPENLANE Results for the Nine Months Ended September 30, 2025 and 2024

Overview

For the nine months ended September 30, 2025, we had revenue of $1,440.2 million compared with revenue of $1,333.5 million for the nine months ended September 30, 2024, an increase of 8%. For a further discussion of our operating results, see the segment results discussions below.

Depreciation and Amortization

Depreciation and amortization decreased $3.8 million, or 5%, to $68.4 million for the nine months ended September 30, 2025, compared with $72.2 million for the nine months ended September 30, 2024. The decrease in depreciation and amortization was primarily the result of assets that have become fully amortized and depreciated.

Interest Expense

Interest expense decreased $9.0 million, or 52%, to $8.2 million for the nine months ended September 30, 2025, compared with $17.2 million for the nine months ended September 30, 2024. The decrease in interest expense was primarily the result of a decrease in the borrowings on lines of credit and the repayment of the senior notes in the second quarter of 2025.

Other Income, Net

For the nine months ended September 30, 2025, we had other income of $14.6 million compared with $2.9 million for the nine months ended September 30, 2024. The increase in other income was primarily attributable to foreign currency gains on intercompany balances of $10.5 million for the nine months ended September 30, 2025, compared with foreign currency gains on intercompany balances of $0.7 million for the nine months ended September 30, 2024. The remaining increase was attributable to a net increase in other miscellaneous income aggregating $1.9 million.

Income Taxes

We had an effective tax rate of 26.4% for the nine months ended September 30, 2025, compared with an effective tax rate of 35.2% for the nine months ended September 30, 2024. The effective tax rate for the nine months ended September 30, 2025 was not significantly impacted by the valuation allowance due to the decrease of the adjusted U.S. net deferred tax asset attributable to application of new tax legislation, the One Big Beautiful Bill Act, offsetting the increase related to all other 2025 current year movement of the adjusted U.S. net deferred tax asset. The effective tax rate for the nine months ended September 30, 2024 was unfavorably impacted by an increase in the valuation allowance related to 2024 current year movement of the adjusted U.S. net deferred tax asset.

Impact of Foreign Currency

For the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024, the change in the Canadian dollar exchange rate decreased revenue by $8.7 million, operating profit by $2.3 million and net income by $1.1 million. For the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024, the change in the euro exchange rate increased revenue by $8.5 million, operating profit by $0.6 million and net income by $0.4 million.

Marketplace Results


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in millions, except GMV)	2025		2024		2025		2024
Auction fees	$	136.3	$	113.2	$	396.4	$	331.8
Service revenue	144.2		148.1		426.6		445.4
Purchased vehicle sales	108.9		93.0		293.1		231.4
Total Marketplace revenue	389.4		354.3		1,116.1		1,008.6
Cost of services*	270.0		253.8		767.4		718.4
Gross profit	119.4		100.5		348.7		290.2
Provision for credit losses	1.8		1.7		2.3		5.2
Selling, general and administrative	97.6		86.0		292.2		271.3
Depreciation and amortization	1.8		2.0		5.1		6.3
Loss on sale of property	—		—		7.0		—
Operating profit	$	18.2	$	10.8	$	42.1	$	7.4

Commercial vehicles sold	185,000		195,000		574,000		634,000
Dealer consignment vehicles sold	187,000		164,000		541,000		465,000
Total vehicles sold	372,000		359,000		1,115,000		1,099,000

Gross merchandise value ("GMV") (in billions)	$	7.3	$	6.7	$	21.7	$	20.5

* Includes depreciation and amortization

Overview of Marketplace Results for the Three Months Ended September 30, 2025 and 2024

Total Marketplace Revenue

Revenue from the Marketplace segment increased $35.1 million, or 10%, to $389.4 million for the three months ended September 30, 2025, compared with $354.3 million for the three months ended September 30, 2024. The increase in revenue was partially attributable to the 14% increase in the number of dealer consignment vehicles sold. For the three months ended September 30, 2025, there was an increase in auction fees and an increase in purchased vehicle sales, partially offset by a decrease in service revenue (discussed below). The change in revenue included the impact of a net increase in revenue of $5.3 million due to fluctuations in the euro and Canadian dollar exchange rates.

The 4% increase in the number of vehicles sold was comprised of a 14% increase in dealer consignment volumes and a 5% decrease in commercial volumes. The GMV of vehicles sold for the three months ended September 30, 2025 and 2024 was approximately $7.3 billion and $6.7 billion, respectively.

Auction Fees

Auction fees increased $23.1 million, or 20%, to $136.3 million for the three months ended September 30, 2025, compared with $113.2 million for the three months ended September 30, 2024. Auction fees per vehicle sold for the three months ended September 30, 2025 increased $51, or 16%, to $366, compared with $315 for the three months ended September 30, 2024. The increase in auction fees per vehicle sold reflects the mix of vehicles sold in the third quarter of 2025 and the impact of price increases.

Service Revenue

Service revenue decreased $3.9 million, or 3%, to $144.2 million for the three months ended September 30, 2025, compared with $148.1 million for the three months ended September 30, 2024, primarily as a result of a decrease in revenue of $9.8 million as a result of the sale of our automotive key business in 2024, and decreases in inspection revenue of $1.6 million and other miscellaneous service revenues aggregating approximately $0.4 million, partially offset by increases in transportation revenue of $6.2 million and reconditioning revenue of $1.7 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 $15.9 million, or 17%, to $108.9 million for the three months ended September 30, 2025, compared with $93.0 million for the three months ended September 30, 2024, primarily as a result of an increase in the average selling price of purchased vehicles sold in Europe and an increase in the number of purchased vehicles sold in the U.S. marketplace, partially offset by a decrease in the number of purchased vehicles sold in Europe.

Gross Profit

For the three months ended September 30, 2025, gross profit from the Marketplace segment increased $18.9 million, or 19%, to $119.4 million, compared with $100.5 million for the three months ended September 30, 2024. Gross profit improvements were driven by a $12.9 million increase from pricing, a $4.0 million increase resulting from a higher mix of dealer consignment vehicles, a $3.4 million net increase in auction and service volumes and a $0.7 million benefit from lower depreciation and amortization. These improvements were partially offset by a decrease in other miscellaneous items aggregating $2.1 million.

Gross profit from the Marketplace segment was 30.7% of revenue for the three months ended September 30, 2025, compared with 28.4% of revenue for the three months ended September 30, 2024. Gross profit as a percentage of revenue increased for the three months ended September 30, 2025 as compared with the three months ended September 30, 2024, primarily due to increased prices and increased volumes, partially offset by an increase in purchased vehicle sales.

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 June 29, 2025, the Canadian government announced that it plans to rescind the Canadian DST as part of trade negotiations with the United States. The Company continues to record Canadian DST expense until the Canadian DST is officially rescinded by an act of Parliament. The Company recorded $1.4 million of Canadian DST in the third quarter of 2025, compared with $1.2 million in the third quarter of 2024. In total, the Company recorded Canadian DST related to the periods 2022 through 2024 of $10.2 million in 2024. The Company will reverse these expenses in the period the Canadian DST is officially rescinded.

Provision for Credit Losses

Provision for credit losses from the Marketplace segment increased $0.1 million, or 6%, to $1.8 million for the three months ended September 30, 2025, compared with $1.7 million for the three months ended September 30, 2024.

Selling, General and Administrative

Selling, general and administrative expenses from the Marketplace segment increased $11.6 million, or 13%, to $97.6 million for the three months ended September 30, 2025, compared with $86.0 million for the three months ended September 30, 2024, primarily as a result of increases in incentive-based compensation of $5.5 million, sales-related expenses of $2.6 million, compensation expense of $2.0 million, severance of $0.9 million, travel expenses of $0.6 million and other miscellaneous expenses aggregating $0.7 million, partially offset by $0.7 million related to costs incurred by the Company's automotive key business prior to its sale in the fourth quarter of 2024.

Overview of Marketplace Results for the Nine Months Ended September 30, 2025 and 2024

Total Marketplace Revenue

Revenue from the Marketplace segment increased $107.5 million, or 11%, to $1,116.1 million for the nine months ended September 30, 2025, compared with $1,008.6 million for the nine months ended September 30, 2024. The increase in revenue was partially attributable to the 16% increase in the number of dealer consignment vehicles sold. For the nine months ended September 30, 2025, there was an increase in auction fees and an increase in purchased vehicle sales, partially offset by a decrease in service revenue (discussed below). The change in revenue included the impact of a net increase in revenue of $1.6 million due to fluctuations in the euro and Canadian dollar exchange rates.

The 1% increase in the number of vehicles sold was comprised of a 16% increase in dealer consignment volumes and a 9% decrease in commercial volumes. The GMV of vehicles sold for the nine months ended September 30, 2025 and 2024 was approximately $21.7 billion and $20.5 billion, respectively.

Auction Fees

Auction fees increased $64.6 million, or 19%, to $396.4 million for the nine months ended September 30, 2025, compared with $331.8 million for the nine months ended September 30, 2024. Auction fees per vehicle sold for the nine months ended September 30, 2025 increased $54, or 18%, to $356, compared with $302 for the nine months ended September 30, 2024. The increase in auction fees per vehicle sold reflects the mix of vehicles sold in the first nine months of 2025 and the impact of price increases.

Service Revenue

Service revenue decreased $18.8 million, or 4%, to $426.6 million for the nine months ended September 30, 2025, compared with $445.4 million for the nine months ended September 30, 2024, primarily as a result of a decrease in revenue of $29.7 million as a result of the sale of our automotive key business in 2024, and decreases in repossession revenue of $7.1 million, inspection revenue of $4.3 million and other miscellaneous service revenues aggregating approximately $1.7 million, partially offset by increases in transportation revenue of $21.3 million and reconditioning revenue of $2.7 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 $61.7 million, or 27%, to $293.1 million for the nine months ended September 30, 2025, compared with $231.4 million for the nine months ended September 30, 2024, primarily as a result of an increase in the number of purchased vehicles sold in the U.S. marketplace and in Europe and an increase in the average selling price of purchased vehicles sold in Europe, partially offset by a decrease in the average selling price of purchase vehicles sold in the U.S. marketplace.

Gross Profit

For the nine months ended September 30, 2025, gross profit from the Marketplace segment increased $58.5 million, or 20%, to $348.7 million, compared with $290.2 million for the nine months ended September 30, 2024. Gross profit improvements were driven by a $30.8 million increase from pricing, a $19.6 million increase resulting from a higher mix of dealer consignment vehicles, an $8.9 million benefit from lower Canadian DST, a $2.8 million benefit from lower depreciation and amortization and a $2.6 million net increase in auction and service volumes. These improvements were partially offset by a decrease in other miscellaneous items aggregating $6.2 million.

Gross profit from the Marketplace segment was 31.2% of revenue for the nine months ended September 30, 2025, compared with 28.8% of revenue for the nine months ended September 30, 2024. Gross profit as a percentage of revenue increased for the nine months ended September 30, 2025 as compared with the nine months ended September 30, 2024, primarily due to the benefit of lower Canadian DST and increased prices, partially offset by an increase in purchased vehicle sales.

The Company recorded $4.3 million of Canadian DST in the first nine months of 2025, compared with $13.2 million in the first nine months of 2024 (of which $10 million related to prior years). In total, the Company recorded Canadian DST related to the periods 2022 through 2024 of $10.2 million in 2024 (estimates were revised in the fourth quarter of 2024). The Company will reverse these expenses in the period the Canadian DST is officially rescinded.

Provision for Credit Losses

Provision for credit losses from the Marketplace segment decreased $2.9 million, or 56%, to $2.3 million for the nine months ended September 30, 2025, compared with $5.2 million for the nine months ended September 30, 2024, primarily as a result of initiatives implemented to reduce risk in the marketplace and initiatives to decrease bad debt expense.

Selling, General and Administrative

Selling, general and administrative expenses from the Marketplace segment increased $20.9 million, or 8%, to $292.2 million for the nine months ended September 30, 2025, compared with $271.3 million for the nine months ended September 30, 2024, primarily as a result of increases in incentive-based compensation of $17.7 million, sales-related expenses of $6.2 million, compensation expense of $4.4 million, marketing costs of $2.0 million, travel expenses of $1.2 million and other miscellaneous expenses aggregating $1.5 million, partially offset by decreases in stock-based compensation of $3.6 million, $2.6 million related to costs incurred by the Company's automotive key business prior to its sale in the fourth quarter of 2024, information technology costs of $2.5 million, fluctuations in the Canadian exchange rate of $2.0 million and 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.

Finance Results


	As of and for the Three Months Ended September 30,						As of and for the Nine Months Ended September 30,
(Dollars in millions)	2025			2024			2025			2024
Finance revenue
Interest revenue	$	57.9		$	56.1		$	170.3		$	176.6
Fee and other revenue	51.1			49.4			153.8			148.3
Total Finance revenue	109.0			105.5			324.1			324.9
Finance interest expense	28.1			30.7			82.6			95.2
Net Finance margin	80.9			74.8			241.5			229.7
Finance provision for credit losses	9.7			11.4			27.2			37.0
Cost of services (exclusive of depreciation and amortization)	18.1			16.8			53.0			50.4
Selling, general and administrative	13.3			11.7			40.2			37.6
Depreciation and amortization	3.0			3.2			9.1			8.9
Operating profit	$	36.8		$	31.7		$	112.0		$	95.8
Portfolio Performance Information
Floorplans originated	265,000			250,000			793,000			776,000
Floorplans curtailed*	160,000			153,000			475,000			464,000
Total loan transaction units	425,000			403,000			1,268,000			1,240,000
Total receivables managed	$	2,489.3		$	2,184.5		$	2,489.3		$	2,184.5
Average receivables managed**	$	2,389.2		$	2,157.6		$	2,363.9		$	2,232.5
Allowance for credit losses	$	23.0		$	19.0		$	23.0		$	19.0
Allowance for credit losses as a percentage of total receivables managed	0.9		%	0.9		%	0.9		%	0.9		%
Annualized finance provision for credit losses as a percentage of average receivables managed	1.6		%	2.1		%	1.5		%	2.2		%
Receivables delinquent as a percentage of total receivables managed	0.3		%	0.9		%	0.3		%	0.9		%

* 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 September 30,				Nine Months Ended September 30,
% of Average Receivables Managed	2025		2024		2025		2024
Finance revenue yield
Interest revenue	9.6	%	10.3	%	9.6	%	10.5	%
Fee and other revenue	8.5	%	9.1	%	8.7	%	8.9	%
Total Finance revenue yield	18.1	%	19.4	%	18.3	%	19.4	%
Finance interest expense	4.7	%	5.7	%	4.6	%	5.7	%
Net finance margin	13.4	%	13.7	%	13.7	%	13.7	%

Overview of Finance Results for the Three Months Ended September 30, 2025 and 2024

Revenue

For the three months ended September 30, 2025, the Finance segment revenue increased $3.5 million, or 3%, to $109.0 million, compared with $105.5 million for the three months ended September 30, 2024. The increase in revenue was primarily the result of a 5% 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 prime rates.

Finance Interest Expense

For the three months ended September 30, 2025, finance interest expense decreased $2.6 million, or 8%, to $28.1 million, compared with $30.7 million for the three months ended September 30, 2024. The decrease in finance interest expense was attributable to an approximately 1.5% 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 September 30, 2025 and 2024, the net Finance margin percent was approximately 13.4% and 13.7%, respectively. The net interest yield was approximately 4.9% and 4.6% for the three months ended September 30, 2025 and 2024, respectively. The decrease in the net Finance margin percent was primarily attributable to a decrease in fee and other fee yield driven by increasing loan values, partially offset by higher net interest yields.

Finance Provision for Credit Losses

For the three months ended September 30, 2025, the finance provision for credit losses decreased $1.7 million, or 15%, to $9.7 million, compared with $11.4 million for the three months ended September 30, 2024. The provision for credit losses decreased to 1.6% of the average receivables managed for the three months ended September 30, 2025 from 2.1% for the three months ended September 30, 2024. 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 September 30, 2025, cost of services for the Finance segment increased $1.3 million, or 8%, to $18.1 million, compared with $16.8 million for the three months ended September 30, 2024. The increase in cost of services was primarily the result of increases in compensation expense of $0.9 million and incentive-based compensation of $0.8 million, partially offset by a decrease in inventory audit expense of $0.4 million.

Selling, General and Administrative

Selling, general and administrative expenses for the Finance segment increased $1.6 million, or 14%, to $13.3 million for the three months ended September 30, 2025, compared with $11.7 million for the three months ended September 30, 2024 primarily as a result of increases in incentive-based compensation of $1.1 million, postage expense of $0.2 million and other miscellaneous expenses aggregating $0.3 million.

Overview of Finance Results for the Nine Months Ended September 30, 2025 and 2024

Revenue

For the nine months ended September 30, 2025, the Finance segment revenue decreased $0.8 million, or less than 1%, to $324.1 million, compared with $324.9 million for the nine months ended September 30, 2024. The decrease in revenue was primarily the result of decreases in interest yields driven by a decrease in prime rates, partially offset by an increase in loan values and a 2% increase in loan transaction units (vehicle finance transactions).

Finance Interest Expense

For the nine months ended September 30, 2025, finance interest expense decreased $12.6 million, or 13%, to $82.6 million, compared with $95.2 million for the nine months ended September 30, 2024. The decrease in finance interest expense was attributable to an approximately 1.6% 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 nine months ended September 30, 2025 and 2024, the net Finance margin percent was approximately 13.7%. The net interest yield was approximately 5.0% and 4.8% for the nine months ended September 30, 2025 and 2024, respectively.

Finance Provision for Credit Losses

For the nine months ended September 30, 2025, the finance provision for credit losses decreased $9.8 million, or 26%, to $27.2 million, compared with $37.0 million for the nine months ended September 30, 2024. The provision for credit losses decreased to 1.5% of the average receivables managed for the nine months ended September 30, 2025 from 2.2% for the nine months ended September 30, 2024. 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 nine months ended September 30, 2025, cost of services for the Finance segment increased $2.6 million, or 5%, to $53.0 million, compared with $50.4 million for the nine months ended September 30, 2024. The increase in cost of services was primarily the result of increases in incentive-based compensation of $1.6 million and compensation expense of $1.4 million, partially offset by decreases in credit checks and filing fees of $0.3 million and other miscellaneous expenses aggregating $0.1 million.

Selling, General and Administrative

Selling, general and administrative expenses for the Finance segment increased $2.6 million, or 7%, to $40.2 million for the nine months ended September 30, 2025, compared with $37.6 million for the nine months ended September 30, 2024 primarily as a result of increases in incentive-based compensation of $2.6 million, postage expense of $0.6 million and other miscellaneous expenses aggregating $0.2 million, partially offset by a decrease in severance of $0.8 million.

Select Finance Balance Sheet Items


	September 30,		December 31,
(Dollars in millions)	2025		2024
Tangible Assets
Total assets	$	2,831.7	$	2,677.7
Intangible assets	258.7		260.1
Tangible assets	$	2,573.0	$	2,417.6

Tangible parent equity
Total parent equity***	$	775.4	$	789.0
Intangible assets	258.7		260.1
Tangible parent equity***	$	516.7	$	528.9

*** Parent equity represents OPENLANE's net investment in AFC. Tangible parent equity is a non-GAAP measure of AFC's capital.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2025, 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.


	September 30,		December 31,		September 30,
(Dollars in millions)	2025		2024		2024
Cash and cash equivalents	$	119.3	$	143.0	$	132.1
Working capital	428.5		286.0		199.5
Amounts available under the Revolving Credit Facilities	408.1		397.9		349.3
Cash provided by operating activities for the nine months ended	266.4				260.1

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


	Nine Months Ended September 30,
(Dollars in millions)	2025		2024
Net cash provided by (used by):
Operating activities - continuing operations	$	266.4	$	260.1
Operating activities - discontinued operations	—		(1.4)
Investing activities - continuing operations	(195.5)		10.4
Investing activities - discontinued operations	—		—
Financing activities - continuing operations	(119.9)		(264.3)
Financing activities - discontinued operations	—		—
Net change in cash balances of discontinued operations	—		—
Effect of exchange rate on cash	11.7		(3.1)
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(37.3)	$	1.7

Cash flow from operating activities (continuing operations) Net cash provided by operating activities (continuing operations) was $266.4 million for the nine months ended September 30, 2025, compared with $260.1 million for the nine months ended September 30, 2024. Cash provided by continuing operations for the nine months ended September 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. Cash provided by continuing operations for the nine months ended September 30, 2024 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 the 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 (continuing operations) Net cash used by investing activities (continuing operations) was $195.5 million for the nine months ended September 30, 2025, compared with net cash provided by investing activities of $10.4 million for the nine months ended September 30, 2024. The cash used by investing activities for the nine months ended September 30, 2025 was primarily from an increase in finance receivables held for investment and purchases of property and equipment, partially offset by proceeds from the sale of property. The cash provided by investing activities for the nine months ended September 30, 2024 was primarily from a decrease in finance receivables held for investment, partially offset by purchases of property and equipment.

Cash flow from financing activities (continuing operations) Net cash used by financing activities (continuing operations) was $119.9 million for the nine months ended September 30, 2025, compared with $264.3 million for the nine months ended September 30, 2024. The cash used by financing activities for the nine months ended September 30, 2025 was primarily due to payments on long-term debt, repurchases and retirement of common stock and dividends paid on the Series A Preferred Stock, partially offset by a net increase in obligations collateralized by finance receivables and a net increase in book overdrafts. The cash used by financing activities for the nine months ended September 30, 2024 was primarily due to a net decrease in obligations collateralized by finance receivables, repayments on lines of credit, dividends paid on the Series A Preferred Stock, repurchases and retirement of common stock and payments for debt issuance costs.

Cash flow from operating activities (discontinued operations) There were no operating activities (discontinued operations) for the nine months ended September 30, 2025, compared with net cash used by operating activities of $1.4 million for the nine months ended September 30, 2024. The cash used by operating activities for the nine months ended September 30, 2024 was primarily attributable to the payment of an accrued obligation.

Cash flow from investing activities (discontinued operations) There were no investing activities (discontinued operations) for the nine months ended September 30, 2025 and 2024.

Cash flow from financing activities (discontinued operations) There were no financing activities (discontinued operations) for the nine months ended September 30, 2025 and 2024.

EX-99.3 4 q32025openlaneearningssl.htm EXHIBIT 99.3 - EARNINGS SLIDES q32025openlaneearningssl

1 Q3 | 2025 Q3 2025 Earnings November 5, 2025

2 Q3 | 2025 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 from Continuing Operations, and Operating Adjusted Income from Continuing Operations 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 Appendix. 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 from Continuing Operations is defined as income from continuing operations 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 from Continuing Operations 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 from Continuing Operations divided by weighted average diluted shares, including the assumed conversion of preferred shares.

3 Q3 | 2025 Letter to Stockholders Peter Kelly, CEO OPENLANE’s strategy — and the investments we’ve made to accelerate it — produced another strong quarter of organic growth and profitability, including 8% consolidated revenue growth and $87 million in adjusted EBITDA, year-over-year. The OPENLANE brand continues to gain momentum, customer preference and market share. And our focus on making wholesale easy is differentiating our marketplace across the industry. In the marketplace segment, while commercial vehicle volumes were down as expected, we outpaced the industry by growing dealer-to-dealer volumes 14% year over year — the fourth straight quarter of double-digit volume increases. We also enrolled thousands of new dealers onto our platform and had another record quarter of unique buyer and seller activity. Our finance segment also had a great quarter, growing loan transaction units and average managed receivables while holding the loan loss rate to the low end of our target range and increasing adjusted EBITDA. We are executing our strategy with precision, and our third quarter results further reinforce the strong scalability characteristics of OPENLANE’s asset-light, digital operating model. And we are leaning in to investments that I believe will help position us for long-term growth, profitability and shareholder value.

Q3 | 2025 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.

Q3 | 2025 5 total vehicles sold in 2024 average listings per month gross merchandise value in 2024 1.4M 200K+ $27B 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

Q3 | 2025 6 Floorplan Lifecycle Finance Segment: AFC Highly Digital Model With Localized Approach Finance Purchase2 Manage Account Add Ancillary Services Payoff Vehicle Application Underwriting vehicle finance transactions1 1.6M 1.5-2% 15K unique independent dealers1 $2B+ outstanding floorplan loans1 1 2024 data 2 Includes both auction and non-auction purchases, such as consumer trade-ins

Q3 | 2025 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 Q3 | 2025 Financial Highlights

Q3 | 2025 9 Q3 2025 Financial Highlights Q3’25 Q3’24 YOYΔ Revenue1 $498.4M $459.8M 8% Income from Continuing Operations $47.9M $28.4M 69% Adjusted EBITDA $87.1M $74.5M 17% Adjusted EBITDA Margin1 17.5% 16.2% 130 bps Cash Flow from Operating Activities $72.2M $122.4M (41%) Adjusted Free Cash Flow $4.6M $91.9M (95%) Income from Continuing Operations Per Share2 $0.25 $0.12 108% Operating Adjusted EPS2 $0.35 $0.26 35% 1 Starting Q4 2024, the Company began reporting the finance provision for credit losses as an operating expense instead of reducing finance revenue. Prior periods were reclassified for consistency, with no impact on income from continuing operations. 2 Per share amounts are presented on a diluted basis. Operating Adjusted EPS also assumes conversion of preferred shares.

Q3 | 2025 10 Growth Q3 2025 Financial Trends Profitability Cash Generation YOY Growth 7% 12% 7% 9% 8% Adjusted EBITDA Margin 16% 16% 18% 18% 17% Adjusted EBITDA Income from Continuing OperationsRevenue Excl. Purchased Vehicles Adjusted FCF Cash Flow from Operating ActivitiesPurchased Vehicles Adjusted FCF Conversion (TTM) 71% 70% 88% 91% 61%

11 Q3 | 2025 Appendix

Q3 | 2025 12 Dealer Q3 2025 Operational Marketplace Metrics Commercial GMV ($B) Volume (000s)GMV ($B) Volume (000s)

Q3 | 2025 13 Q3 2025 Operational AFC Metrics Net Finance Yield Loan Loss Rate 1 Calculated based on the daily ending balance of total receivables managed. Avg Receivables Managed1

Q3 | 2025 14 Full-Year FY25 Guidance Summary 2025 Guidance (In millions, except per share amounts) Previous Guidance (August 6, 2025) Revised Guidance (November 5, 2025) Adjusted EBITDA $310 to $320 $328 to $333 Operating Adjusted EPS $1.12 to $1.17 $1.22 to $1.26 Capital Expenditures $50 to $55 $50 to $55 Note: Per share amounts are presented on a diluted basis. Revised guidance is based on Income from Continuing Operations of $139 million to $144 million and Income (Loss) from Continuing Operations per Share of $(1.32) to $(1.28) (from previous guidance of $132 million to $140 million and $0.61 to $0.66, respectively).

Q3 | 2025 15 Q3 2025 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended September 30, 2025 Marketplace Finance Consolidated Income from continuing operations $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 Adjusted EBITDA Margin 11.2% 39.9% 17.5%

Q3 | 2025 16 Q2 2025 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended June 30, 2025 Marketplace Finance Consolidated Income from continuing operations $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 Adjusted EBITDA Margin 11.9% 39.7% 18.0%

Q3 | 2025 17 Q1 2025 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended March 31, 2025 Marketplace Finance Consolidated Income from continuing operations $7.3 $29.6 $36.9 Add back: Income taxes 5.8 10.0 15.8 Finance interest expense - 27.6 27.6 Interest expense, net of interest income 3.4 - 3.4 Depreciation and amortization 19.7 3.0 22.7 EBITDA $36.2 $70.2 $106.4 Non-cash stock-based compensation 1.5 0.5 2.0 Securitization interest - (25.1) (25.1) Severance 2.0 - 2.0 Foreign currency (gains) losses (3.3) - (3.3) Other 0.7 0.1 0.8 Total addbacks (deductions) 0.9 (24.5) (23.6) Adjusted EBITDA $37.1 $45.7 $82.8 Revenue $351.2 $108.9 $460.1 Adjusted EBITDA Margin 10.6% 42.0% 18.0%

Q3 | 2025 18 Q4 2024 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended December 31, 2024 Marketplace Finance Consolidated Income from continuing operations $25.9 $26.4 $52.3 Add back: Income taxes 7.3 9.4 16.7 Finance interest expense - 28.3 28.3 Interest expense, net of interest income 4.1 - 4.1 Depreciation and amortization 20.0 3.0 23.0 EBITDA $57.3 $67.1 $124.4 Non-cash stock-based compensation 0.9 0.2 1.1 Acquisition related costs 0.1 - 0.1 Securitization interest - (25.7) (25.7) Gain on sale of business (31.6) - (31.6) Severance 2.3 0.1 2.4 Foreign currency (gains) losses 6.4 0.1 6.5 (Gain) loss on investments (0.4) - (0.4) Impact for newly enacted Canadian DST related to prior years (4.6) - (4.6) Other 0.5 - 0.5 Total addbacks (deductions) (26.4) (25.3) (51.7) Adjusted EBITDA $30.9 $41.8 $72.7 Revenue $348.8 $106.2 $455.0 Adjusted EBITDA Margin 8.9% 39.4% 16.0%

Q3 | 2025 19 Q3 2024 Adjusted EBITDA Reconciliation ($ in millions), (Unaudited) Three Months ended September 30, 2024 Marketplace Finance Consolidated Income from continuing operations $4.8 $23.6 $28.4 Add back: Income taxes 5.0 8.1 13.1 Finance interest expense - 30.7 30.7 Interest expense, net of interest income 4.2 - 4.2 Depreciation and amortization 20.6 3.2 23.8 EBITDA $34.6 $65.6 $100.2 Non-cash stock-based compensation 3.2 0.9 4.1 Securitization interest - (27.9) (27.9) Severance 1.4 0.1 1.5 Foreign currency (gains) losses (3.1) (0.1) (3.2) Other (0.3) 0.1 (0.2) Total addbacks (deductions) 1.2 (26.9) (25.7) Adjusted EBITDA $35.8 $38.7 $74.5 Revenue $354.3 $105.5 $459.8 Adjusted EBITDA Margin 10.1% 36.7% 16.2%

Q3 | 2025 20 Operating Adjusted Income per Share Reconciliation ($ in millions, except per share amounts), (Unaudited) Three Months ended September 30, 2025 2024 Income from continuing operations $47.9 $28.4 Acquired amortization expense 8.4 9.0 Income taxes (1) (5.7) (0.4) Operating adjusted income from continuing operations $50.6 $37.0 Operating adjusted income from discontinued operations $ - $ - Operating adjusted income $50.6 $37.0 Operating adjusted income from continuing operations per share – diluted (2) $0.35 $0.26 Operating adjusted income from discontinued operations per share – diluted - - Operating adjusted income per share – diluted $0.35 $0.26 Weighted average diluted shares - including assumed conversion of preferred shares 144.0 144.8 (1) For the three months ended September 30, 2025 and 2024, each tax-deductible item was booked to the applicable statutory rate. The deferred tax benefits of $52.5 million and $6.5 million associated with the goodwill and tradename impairments in 2023, respectively, resulted in the U.S. being in a net deferred tax asset position. Due to the three-year cumulative loss related to U.S. operations, we currently have a $34.6 million valuation allowance against the U.S. net deferred tax asset. (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 income per diluted share.

Q3 | 2025 21 Adjusted Free Cash Flow Reconciliation ($ in millions), (Unaudited) 2023 2024 2025 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Net cash provided by operating activities $73.6 $20.8 $100.2 $37.5 $122.4 $32.7 $122.6 $71.6 $72.2 Purchases of property, equipment and computer software (12.9) (12.2) (12.9) (13.0) (13.1) (14.0) (11.9) (14.2) (14.6) Free Cash Flow 60.7 8.6 87.3 24.5 109.3 18.7 110.7 57.4 57.6 Acquisition related costs - 1.0 2.4 0.6 - - - - - Severance 1.9 2.5 2.8 2.0 2.0 1.2 3.9 2.1 1.6 Professional fees related to business improvement efforts 0.5 3.2 1.0 1.1 - - - - - Other 1.7 1.1 0.2 0.2 0.2 0.2 0.5 0.6 0.1 Net (increase) decrease in finance receivables held for investment 25.7 63.5 (26.4) 59.5 17.3 (147.1) (19.8) (25.2) (151.1) Net increase (decrease) in obligations collateralized by finance receivables (19.9) (69.1) (32.8) (23.3) (36.9) 142.5 (2.2) 51.6 96.4 Adjusted Free Cash Flow $70.6 $10.8 $34.5 $64.6 $91.9 $15.5 $93.1 $86.5 $4.6 Adjusted EBITDA $67.5 $61.8 $74.8 $71.4 $74.5 $72.7 $82.8 $86.7 $87.1 Adjusted Free Cash Flow Conversion (TTM) 66% 71% 70% 88% 91% 61%

Q3 | 2025 22 2025 Guidance PREVIOUS GUIDANCE (August 6, 2025) REVISED GUIDANCE (November 5, 2025) (In millions, except per share amounts) (Unaudited) Low High Low High Income from continuing operations $132 $140 $139 $144 Add back: Income taxes 52 54 52 53 Finance interest expense 110 109 111 110 Interest expense, net of interest income 6 6 15 15 Depreciation and amortization 92 92 92 92 EBITDA $392 $401 $409 $414 Total addbacks (deductions), net (82) (81) (81) (81) Adjusted EBITDA $310 $320 $328 $333 Income (loss) from continuing operations per share – diluted * $0.61 $0.66 $(1.32) $(1.28) Income from continuing operations $132 $140 $139 $144 Total adjustments, net 29 29 30 30 Operating adjusted income from continuing operations $161 $169 $169 $174 Operating adjusted income from continuing operations per share - diluted $1.12 $1.17 $1.22 $1.26 Weighted average diluted shares – including assumed conversion of preferred shares 144 144 138 138 * The company uses the two-class method of calculating income (loss) from continuing operations per diluted share. Under the two-class method, income from continuing operations is adjusted for dividends (including deemed dividends), and undistributed earnings (losses) to the holders of the Series A Preferred Stock, and the weighted average diluted shares do not assume conversion of the preferred shares to common shares. The Series A Preferred Stock repurchases in the fourth quarter of 2025 are expected to result in a deemed dividend, representing the excess of the consideration paid over the carrying amount of the Series A Preferred Stock repurchased. The deemed dividend is expected to exceed income from continuing operations and result in a loss from continuing operations available to common stockholders when calculating income (loss) from continuing operations per diluted share.