ACV Auctions Inc.

10/19/2026 | Press release | Distributed by Public on 10/19/2026 16:22

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Waterman Michael
2. Issuer Name and Ticker or Trading Symbol
ACV Auctions Inc. [ACVA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Sales Officer
(Last) (First) (Middle)
C/O ACV AUCTIONS INC., 640 ELLICOTT ST., SUITE 321
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2026
(Street)
BUFFALO, NY 14203
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/16/2026 A(1)(2) 252,279(2) A $ 0 1,037,462 D
Common Stock 10/16/2026 U(1)(3)(4) 1,037,462 D (3)(4) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $0.14 10/16/2026 D 259,835 (3)(4) (3)(4) Common Stock 259,835 (3)(4) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Waterman Michael
C/O ACV AUCTIONS INC.
640 ELLICOTT ST., SUITE 321
BUFFALO, NY 14203
Chief Sales Officer

Signatures

/s/ Michelle Webb, Attorney-in-Fact 10/19/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to the Agreement and Plan of Merger, dated September 10, 2026 (the "Merger Agreement"), by and among ACV Auctions Inc. ("ACV"), Copart, Inc. ("Copart"), and Apple Merger Sub, Inc., a wholly owned subsidiary of Copart ("Merger Sub"), the shares of common stock of ACV that were tendered to Merger Sub prior to the expiration time of the offer were exchanged for $10.50 per share ("Merger Consideration"), net to the seller in cash, without interest, subject to any required withholding tax. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into ACV (the "Merger"), with ACV surviving the Merger as a wholly owned subsidiary of Copart.
(2) Represents awards of performance-based restricted stock units which were deemed to meet the applicable performance-based vesting conditions at target performance levels.
(3) Pursuant to the terms of the Merger Agreement, (i) each outstanding restricted stock unit award corresponding to shares of ACV common stock (each, an "ACV RSU") held by the Reporting Person was assumed by Copart and converted into a time-based restricted stock unit award covering a number of shares of Copart common stock determined by multiplying the number of shares of ACV common stock then subject to the ACV RSU by the Exchange Ratio (as defined in the Merger Agreement), with any fractional shares rounded to the nearest whole share, (ii) each outstanding performance-based restricted stock unit award corresponding to shares of ACV common stock (each, an "ACV PSU") held by the Reporting Person was assumed by Copart and converted into a time-based restricted stock unit award covering a number of shares of Copart common stock determined by multiplying the number of shares of ACV common stock then subject to the ACV PSU (determined based on target performance) by the Exchange Ratio and
(4) (iii) each outstanding and vested option to purchase shares of ACV common stock ("ACV Options") which has a per share exercise price less than the Merger Consideration was canceled in exchange for the right to receive a cash payment equal to (x) the number of shares of ACV common stock subject to such ACV Option multiplied by (y) the excess of (A) $10.50 over (B) the applicable per share exercise price of the ACV Option, subject to any required withholding taxes.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
ACV Auctions Inc. published this content on October 19, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 19, 2026 at 22:22 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]