ACV Auctions Inc.: chief sales officer Michael Waterman sold 1,037,462 shares

What happened

• Michael Waterman, chief sales officer, was granted 252,279 performance-based restricted stock units on Oct 16, 2026 (acquired at $0.00; value reported $0).
• On Oct 16, 2026 Mr. Waterman disposed of 1,037,462 shares in connection with a change in control; pursuant to the merger agreement those tendered shares were exchanged for $10.50 per share, totaling $10,893,351.
• Also on Oct 16, 2026 Mr. Waterman disposed of 259,835 shares to the issuer (derivative transaction); value for that disposition is reported as N/A.

Key details

• Transaction date: Oct 16, 2026. Prices: grant at $0.00; tendered shares exchanged at $10.50 per share; other disposition value N/A.
• Shares owned after the transactions: not reported in this Form 4.
• Footnotes:
  • F1 — Tendered ACV common stock was exchanged for $10.50 per share as part of the Merger Agreement.
  • F2 — The 252,279 award represents performance-based RSUs deemed to have met target performance.
  • F3 — ACV RSUs and PSUs were assumed by Copart and converted into time-based Copart RSUs using the exchange ratio.
  • F4 — ACV options with exercise prices below the Merger Consideration were canceled for a cash payment equal to the excess of $10.50 over the exercise price.
• Filing timeliness: no late filing indicated in the reported information.

Why it may matter

• The 1,037,462-share disposition was a change-in-control/tender transaction under the Merger Agreement (shares exchanged at $10.50 per share).
• The 252,279 award is a performance-based RSU grant that was deemed to have met applicable performance conditions at target and was converted under the merger terms.
• Some option awards were canceled for cash per the merger formula rather than exercised into market shares.
• A filing does not show why the insider traded or why the company acted.