Copart Inc. Announces Acquisition of ACV Auctions for $10.50/Share

What Happened
Copart, Inc. announced on September 10, 2026 that it entered into an Agreement and Plan of Merger to acquire ACV Auctions, Inc. (ACV). Copart’s wholly owned Merger Sub will commence a cash tender offer to buy all outstanding ACV shares for $10.50 per share (net cash) within 5–7 business days of the agreement; the Offer will remain open for at least 10 business days. If the Offer is successful and customary conditions are satisfied (including Hart‑Scott‑Rodino clearance and absence of injunctive orders), Merger Sub will merge into ACV under Delaware law and ACV will become a wholly owned Copart subsidiary.

Key Details

• Offer price: $10.50 per ACV share in cash; Offer open minimum 10 business days.
• Acceptance condition: valid tenders must total, together with shares already held by Copart/Merger Sub, more than 50% of ACV outstanding shares.
• No financing condition: consummation of the Offer is not conditioned on obtaining financing.
• Treatment of equity: vested ACV options in‑the‑money will be cashed out, underwater options canceled, and various RSUs/PSUs converted or cashed per the agreement; ACV’s ESPP will terminate shortly after the agreement or prior to the Effective Time.
• Support Agreement: certain ACV holders representing ~4.1% of shares agreed to tender and vote in favor.
• Termination fees: ACV would owe Copart $57.7M if ACV accepts a superior proposal under certain conditions; Copart would owe ACV $115.3M in specified circumstances (e.g., regulatory injunction or failure to satisfy HSR/injunction conditions by the End Date).

Why It Matters
For ACV shareholders, the deal provides a defined cash exit at $10.50 per share and outlines how stock options, RSUs and PSUs will be treated at closing. For Copart investors, the filing signals a strategic acquisition (pending regulatory clearance and shareholder tendering) that will fold ACV into Copart as a wholly owned unit; the Offer is not subject to financing, but it is subject to antitrust review and other customary closing conditions. The agreement also includes notable breakup fees and a no‑shop/fiduciary out structure, which affect the likelihood and cost of competing bids and termination outcomes. Investors should read the tender offer and solicitation/recommendation materials when filed for full details.