ACV Auctions Inc.

SC 14D9 1 d136775dsc14d9.htm SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACV Auctions Inc. (Name of Subject Company) ACV Auctions Inc. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 00091G104 (CUSIP Number of Class of Securities) Leanne Fitzgerald Chief Legal and Administrative Officer ACV Auctions Inc. 640 Ellicott St #321 Buffalo, NY 14203 (800) 553-4070 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement) With copies to: Nicole Brookshire Paul S. Scrivano Michael Davis Davis Polk & Wardwell LLP 450 Lexington Ave. New York, NY 10017 (212) 450-4000 ☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Table of Contents TABLE OF CONTENTS Pages ITEM 1. SUBJECT COMPANY INFORMATION 1 ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON 1 ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS 3 ITEM 4. THE SOLICITATION OR RECOMMENDATION 13 ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED 30 ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY 31 ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS 31 ITEM 8. ADDITIONAL INFORMATION 31 ITEM 9. EXHIBITS 42 i Table of Contents ITEM 1. SUBJECT COMPANY INFORMATION (a) Name and Address The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits and annexes attached hereto, this “ Schedule 14D-9 ”) relates is ACV Auctions Inc., a Delaware corporation (the “ Company ”). The Company’s principal executive offices are located at 640 Ellicott Street, #321, Buffalo, New York 14203. The Company’s telephone number at such address is (800) 553-4070. (b) Securities The title of the class of equity securities to which this Schedule 14D-9 relates is the Company’s common stock, par value $0.001 per share (“ Shares ”). As of the close of business on September 8, 2026, there were (i) 169,824,232 Shares outstanding, (ii) no Company Preferred Stock, par value $0.001 per share (“ Preferred Shares ”), (iii) 10,359,498 Shares subject to outstanding Company Restricted Stock Unit Awards, (iv) 2,364,836 Shares subject to outstanding Company Performance Stock Awards (“ Company Performance Stock Awards ”) (at target levels), (v) 1,126,024 Shares subject to outstanding Company Stock Options (“ Company Stock Options ”) and (vi) 0 Shares held by the Company in its treasury. ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON (a) Name and Address The filing person is the Company, the subject company. The name, business address and business telephone number of the Company are set forth in the section titled “Item 1. Subject Company Information—Name and Address” above. (b) Tender Offer This Schedule 14D-9 relates to the tender offer (the “ Offer ”) by Apple Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”) and wholly owned subsidiary of Copart, Inc., a Delaware corporation (“ Parent ”), for all of the Company’s issued and outstanding Shares, at a price per Share of $10.50 per Share net to the seller in cash, without interest (as such amount may be amended or adjusted in accordance with the terms of the Agreement and Plan of Merger, dated as of September 10, 2026, among Parent, Merger Sub and the Company (the “ Merger Agreement ”; capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement), the “ Offer Price ”), subject to any withholding of tax, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of September 17, 2026 (together with any amendments or supplements thereto, the “ Offer to Purchase ”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “ Letter of Transmittal ”). Merger Sub commenced the Offer and filed a Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the “ Schedule TO ”) with the U.S. Securities and Exchange Commission (the “ SEC ”) on September 17, 2026. The Offer is being made in connection with the Merger Agreement by and among Parent, Merger Sub and the Company. The Offer will expire at one minute after 11:59 p.m. Eastern Time on September 30, 2026 (the “ Expiration Date ”), unless Merger Sub extends the Offer in accordance with the terms of the Merger Agreement, in which event the term “Expiration Date” will mean the date to which the initial expiration date of the Offer is so extended, or the Offer is earlier terminated. Subject to the satisfaction or, to the extent waivable by Merger Sub or Parent, waiver by Merger Sub or Parent of the conditions to the Offer, Merger Sub will (and Parent will cause Merger Sub to), (i) promptly after (and in any event by 9:00 a.m. New York City time on the Business Day immediately following) the expiration of the Offer, irrevocably accept for purchase all Shares tendered (and not validly withdrawn) pursuant to the 1 Table of Contents Offer (the time of such acceptance, the “ Acceptance Time ”) and (ii) at or promptly following the Acceptance time (and in any event not more than two Business Days thereafter) pay for such Shares, in each case, in accordance with the procedures set forth in the Offer to Purchase. As soon as practicable following the Acceptance Time (but in any event on the same date as the Acceptance Time), subject to the satisfaction or waiver of certain limited conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “ Merger ”) pursuant to Section 251(h) of the Delaware General Corporation Law, as amended (“ DGCL ”), without a vote of the Company’s stockholders, with the Company surviving the Merger (the “ Surviving Corporation ”) as a wholly owned subsidiary of Parent. At the effective time of the Merger (being such date and at such time the certificate of merger in respect of the Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by the parties hereto and specified in the certificate of merger) (the “ Effective Time ”) and by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any Shares or any shares of capital stock of Parent or Merger Sub: (a) except as otherwise provided in Section 2.04(b) or Section 2.06 of the Merger Agreement, each Share outstanding immediately prior to the Effective Time will automatically be converted into the right to receive the Offer Price in cash, without interest (the “ Merger Consideration ”). As of the Effective Time, all such Shares will no longer be outstanding and will automatically cease to exist, and will thereafter represent only the right to receive the Merger Consideration to be paid in accordance with Section 2.05 of the Merger Agreement, without interest if paid in accordance with this Agreement; (b) each Share (i) owned by the Company as a treasury share at the Effective Time, (ii) owned by Parent, Merger Sub or any other wholly owned Subsidiary of Parent both at the commencement of the Offer and immediately prior to the Effective Time, or (iii) irrevocably accepted by Merger Sub for purchase in the Offer will be canceled and cease to exist, and no payment will be made with respect thereto; and (c) each share of common stock of Merger Sub outstanding immediately prior to the Effective Time will be converted into and become one share of common stock of the Surviving Corporation and will constitute the only outstanding shares of capital stock of the Surviving Corporation. See the section titled “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Current Executive Officers