Copart Completes Acquisition of ACV Auctions in Cash Deal

Copart, Inc. has completed its acquisition of ACV Auctions Inc., consolidating the online vehicle auction platform under its ownership following a tender offer and merger. The transaction concluded on October 16, 2026, when Apple Merger Sub, Inc., a wholly owned subsidiary of Copart, merged with and into ACV Auctions Inc. This merger was executed pursuant to Section 251(h) of the Delaware General Corporation Law without a vote from ACV stockholders.

The acquisition process began in September 2026 when the companies signed an Agreement and Plan of Merger. On September 17, 2026, Apple Merger Sub initiated a tender offer to purchase all outstanding shares of ACV common stock at a price of $10.50 per share in cash. Computershare Trust Company, N.A., served as the depositary and paying agent for this offer. By the expiration date of October 15, 2026, 116,818,409 shares of ACV stock were validly tendered and not withdrawn. This volume, combined with shares already held by Copart and Apple Merger Sub, represented approximately 68.43% of ACV's outstanding shares. This figure exceeded the condition required for the tender offer to proceed, which necessitated that tendered shares plus those owned by the acquiring entities represent more than 50% of the total.

Following the expiration of the tender offer, Apple Merger Sub accepted and paid for all tendered shares. Subsequently, on October 16, 2026, the merger was finalized with ACV continuing as a wholly owned subsidiary of Copart. Shareholders who did not tender their shares and did not exercise appraisal rights received the same $10.50 per share in cash as part of the merger consideration.

Equity awards held by ACV employees and directors were also adjusted to reflect the change in corporate structure. Vested stock options with an exercise price below $10.50 were canceled in exchange for cash payments equal to the difference between the offer price and the exercise price. Vested options with an exercise price at or above $10.50 were canceled for no consideration. Unvested stock options were converted into options for Copart common stock using a defined Exchange Ratio. Restricted stock units held by non-employee board members and former service providers vested fully and were converted into cash rights at the offer price. Other restricted stock units were converted into awards for Copart common stock based on the Exchange Ratio.

ACV Auctions Inc. is incorporated in Delaware and maintains its principal executive offices at 640 Ellicott Street #321 in Buffalo, NY. The company's common stock, which has a par value of $0.001 per share, is registered on the New York Stock Exchange under the trading symbol ACVA. The company is identified by Commission File Number 001-40256 and IRS Employer Identification Number 47-2415221.