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Stock and Stock-Based Compensation Plans | 9 Months Ended
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Sep. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Stock and Stock-Based Compensation Plans | Stock and Stock-Based Compensation Plans The KAR Auction Services, Inc. Amended and Restated 2009 Omnibus Stock and Incentive Plan was further amended and restated in June 2024, and is now known as the OPENLANE, Inc. Second Amended and Restated 2009 Omnibus Stock and Incentive Plan ("Omnibus Plan"). As part of the June 2024 amendment, the Omnibus Plan now provides that the maximum number of shares of the Company's common stock that may be issued pursuant to awards under the Omnibus Plan is approximately 6.5 million. The Omnibus Plan is intended to provide equity and/or cash-based awards to our executive officers and key employees. Our stock-based compensation expense includes expense associated with service-based options ("service options"), market-based options ("market options"), performance-based restricted stock units ("PRSUs") and service-based restricted stock units ("RSUs"). We have determined that the service options, market options, PRSUs and RSUs should be classified as equity awards. The following table summarizes our stock-based compensation expense by type of award (in millions):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
PRSUs | $ | 1.5 |  |  | $ | 1.5 |  |  | $ | 6.7 |  |  | $ | 3.4 |
RSUs | 1.7 |  |  | 1.9 |  |  | 6.8 |  |  | 7.1 |
Service options | 0.2 |  |  | 0.2 |  |  | 0.5 |  |  | 0.5 |
Market options | 0.4 |  |  | 0.6 |  |  | (0.1) |  |  | 2.1 |
Total stock-based compensation expense | $ | 3.8 |  |  | $ | 4.2 |  |  | $ | 13.9 |  |  | $ | 13.1 |
PRSUs In the first nine months of 2024, we granted a target amount of approximately 0.6 million PRSUs to certain executive officers of the Company. Three quarters of the PRSUs vest if and to the extent that the Company's cumulative Adjusted EBITDA ("Adjusted EBITDA PRSUs") attains certain specified goals over three years. The other one quarter of the PRSUs vest if and to the extent that the Company's total shareholder return over three years relative to that of companies within the S&P SmallCap 600 ("TSR PRSUs") exceeds certain levels. The weighted average grant date fair value of the Adjusted EBITDA PRSUs was $14.73 per share, which was determined using the closing price of the Company's common stock on the dates of grant. The weighted average grant date fair value of the TSR PRSUs was $21.28 per share and was developed with a Monte Carlo simulation using a multivariate Geometric Brownian Motion. RSUs In the first nine months of 2024, approximately 0.6 million RSUs were granted to certain management members of the Company. The RSUs are contingent upon continued employment and generally vest in three equal annual installments. The fair value of RSUs is the value of the Company's common stock at the date of grant and the weighted average grant date fair value of the RSUs was $14.73 per share. Share Repurchase Program In October 2019, the board of directors authorized a repurchase of up to $300 million of the Company's outstanding common stock, par value $0.01 per share. Since October 2019, the share repurchase program has been amended from time-to-time through subsequent approvals by the board of directors. These amendments have served to increase the size of the share repurchase program and extend its maturity date through December 31, 2024. At September 30, 2024, approximately $95.0 million of the Company's outstanding common stock remained available for repurchase under the 2019 share repurchase program. Repurchases may be made in the open market or through privately negotiated transactions, in accordance with applicable securities laws and regulations, including pursuant to repurchase plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases is subject to market and other conditions. This program does not oblige the Company to repurchase any dollar amount or any number of shares under the authorization, and the program may be suspended, discontinued or modified at any time, for any reason and without notice. For the three and nine months ended September 30, 2024, we repurchased and retired 1,778,470 shares of common stock in the open market at a weighted average price of $16.85 per share. For the three and nine months ended September 30, 2023, we repurchased and retired 1,438,859 shares of common stock in the open market at a weighted average price of $15.43 per share.

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