ACV Auctions Inc. Announces Merger Agreement with Copart for $10.50/Share

What Happened

• On September 10, 2026, ACV Auctions Inc. (ACV) entered into an Agreement and Plan of Merger with Copart, Inc. (Parent) and Apple Merger Sub, Inc. (Merger Sub). Copart will commence a cash tender offer to acquire all outstanding ACV shares for $10.50 per share in cash.
• If the offer results in Parent and Merger Sub owning a majority (more than 50% plus one share) of ACV’s outstanding stock and other customary conditions are satisfied (including expiration of the Hart‑Scott‑Rodino waiting period and no blocking injunctions), Merger Sub will be merged into ACV under Delaware law without further stockholder approval and ACV will become a wholly owned Copart subsidiary.

Key Details

• Offer price: $10.50 per share in cash; the Offer will be open for a minimum of 10 business days after commencement.
• Closing conditions: Minimum tender condition (majority acquisition), HSR clearance, no injunctions blocking the transaction, and other customary conditions; the Offer is not conditioned on financing.
• Treatment of equity awards: Vested in‑the‑money stock options are cashed out for the intrinsic value; vested options with exercise price ≥ $10.50 are canceled for no consideration; unvested options and RSUs/PSUs convert into awards in Parent stock using an exchange ratio (with certain vesting/treatment rules described in the agreement). ACV’s Employee Stock Purchase Plan will terminate on an early specified date after the Merger Agreement.
• Support: Certain shareholders owning ~4.1% of ACV agreed to tender and vote their shares in favor of the transaction.
• Termination fees: ACV would pay Copart $57.7 million if ACV terminates to accept a superior proposal under specified conditions; Copart would pay ACV $115.3 million in certain termination scenarios (e.g., failure to satisfy HSR or injunction conditions by the end date).

Why It Matters

• This is a definitive acquisition agreement that sets a fixed cash price ($10.50/share) and a clear path to close if regulatory and tender conditions are met. For ACV stockholders, the tender offer and subsequent merger would convert shares into cash at the stated price, subject to withholding and appraisal rights exceptions.
• The filing describes how employee equity will be handled (cash‑outs, cancellations, or conversions), and discloses potential termination fees that could be payable if the deal is not completed for specified reasons. Investors should review the upcoming tender offer (Schedule TO) and ACV’s Solicitation/Recommendation Statement (Schedule 14D‑9) when filed for complete details and decision guidance.