ACV Auctions Inc.

false 0001637873 0001637873 2026-09-10 2026-09-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 September 10, 2026 Date of Report (date of earliest event reported) ___________________________________ ACV AUCTIONS INC. (Exact name of registrant as specified in its charter) ___________________________________ Delaware 001-40256 47-2415221 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 640 Ellicott Street #321 Buffalo , NY 14203 (Address of principal executive offices and zip code) ( 800 ) 553-4070 (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 $0.001 per share ACVA New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. 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 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On September 10, 2026, ACV Auctions Inc., a Delaware corporation ( “ ACV ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Copart, Inc., a Delaware corporation (“ Parent ”), and Apple Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”) and a wholly owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Parent will cause Merger Sub to commence a cash tender offer (the “ Offer ”) within 5 business days following the date of the Merger Agreement if practicable (and in any event no later than 7 business days after the date of the Merger Agreement) to acquire all of ACV’s outstanding shares of common stock, par value $0.001 per share (“ ACV Stock ”), for $10.50 per share, net to the seller in cash, without interest, subject to any required withholding of taxes (the “ Offer Price ”). The Offer will remain open for a minimum of 10 business days from the date of commencement. The obligation of Merger Sub to purchase shares of ACV Stock tendered in the Offer is subject to customary closing conditions, including (i) shares of ACV Stock having been validly tendered and not properly withdrawn that represent, together with the shares then owned by Parent and Merger Sub, at least one share more than 50% of the shares of the ACV Stock outstanding at the expiration time of the Offer (the “ Minimum Condition ”), (ii) the expiration or termination of the waiting period (and any extension thereof) applicable to the Offer and the Merger (as defined below) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any injunction or other order issued by a court of competent jurisdiction in any jurisdiction where ACV and its Subsidiaries have material business operations prohibiting the consummation of the Offer or the Merger and (iv) other customary conditions set forth in Annex I of the Merger Agreement. The consummation of the Offer is not subject to any financing condition. As soon as practicable after (and in no event later than the business day following) the time at which shares of ACV Stock are first accepted for payment and paid for under the Offer, subject to the satisfaction or waiver of certain customary conditions set forth in the Merger Agreement, Merger Sub will be merged with and into ACV, with ACV surviving the merger as a wholly owned subsidiary of Parent (the “ Merger ”), pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law without any additional stockholder approvals. At the effective time of the Merger (the “ Effective Time ”), each share of ACV Stock (other than treasury shares held by ACV and any shares of ACV Stock owned by Parent, Merger Sub or any person who is entitled to and properly demands statutory appraisal of his or her shares) will be converted into the right to receive the Offer Price in cash, without interest (“ Merger Consideration ”), subject to any required withholding taxes. At the Effective Time, each outstanding option to purchase shares of ACV Stock (“ Stock Options ”) which is vested and has a per share exercise price less than the Merger Consideration will be canceled in exchange for the right to receive a cash payment equal to (x) the number of shares of ACV Stock subject to such Stock Option multiplied by (y) the excess of (A) the Offer Price over (B) the applicable per share exercise price of the Stock Option subject to any required withholding taxes. Each outstanding Stock Option that is vested and has a per share exercise price equal to or greater than the Merger Consideration will be canceled for no consideration. At the Effective Time, each unvested outstanding Stock Option will be converted into an option to acquire, a number of shares of common stock of Parent (a “ Converted Stock Option ”) determined by multiplying the number of such Stock Options by the Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share of common stock of Parent equal to the exercise price per share of such Stock Option divided by the Exchange Ratio. At the Effective Time, each outstanding award of restricted stock units with respect to shares of ACV Stock that is or was subject to vesting conditions based solely on continued employment or service (each, a “ Restricted Stock Unit ”), that is held by a non-employee member of the board of directors or by any former service provider of ACV will be fully vested (to the extent unvested), and converted into the right to receive the Offer Price, subject to any required withholding taxes. At the Effective Time, each other Restricted Stock Unit will be converted into a restricted stock unit award, with respect to a number of shares of common stock of Parent (a “ Converted RSU ”) determined by multiplying the number of shares of ACV Stock subject to such Restricted Stock Unit by the Exchange Ratio. At the Effective Time, each restricted stock unit award with respect to shares of ACV Stock that includes performance-based vesting conditions (each, a “ Performance Stock Unit ”) will be converted into a restricted stock unit award, with respect to a number of shares of common stock of Parent (a “ Converted PSU ”) determined by multiplying the number of shares of ACV Stock subject to such Performance Stock Unit based on the greater of target and actual performance (as determined by the Compensation Committee of the board of directors in its discretion) by the Exchange Ratio. The Converted Stock Options, Converted RSUs and Converted PSUs will remain subject to the same terms and conditions (other than applicable performance goals) that applied immedi