[8-K] ACV Auctions Inc. Reports Material Event

ACV Auctions Inc. entered into an accelerated share repurchase agreement with Citibank, N.A. to repurchase $50 million of its common stock as part of its existing share repurchase program.

Rhea-AI Filing Summary

ACV Auctions Inc. entered into an accelerated share repurchase agreement with Citibank, N.A. to repurchase $50 million of its common stock as part of its existing share repurchase program. The company will pay $50 million to Citibank on May 13, 2026 and expects an initial delivery of approximately 70% of the shares initially underlying the agreement.

The final number of shares repurchased will be determined based on the volume-weighted average price of ACV’s stock on specified dates during the term of the agreement, less a discount and subject to customary adjustments. The transactions are expected to be completed no later than the fourth quarter of fiscal 2026, under terms detailed in the Master Confirmation attached as an exhibit.

Insights

Equity capital allocation analyst

ACV commits $50M to an accelerated share repurchase with defined completion by fiscal Q4 2026.

ACV Auctions Inc. is using an accelerated share repurchase (ASR) with Citibank to retire up to $50 million of common stock under its existing buyback program. The company prepays the full amount on May 13, 2026 and receives most of the shares upfront.

The final share count depends on the volume-weighted average price of the stock over specified dates, less a discount, with standard adjustment and early-termination provisions. This structure concentrates capital return into a defined window and can reduce share count more quickly than open-market repurchases.

The ASR is expected to conclude by the fourth quarter of fiscal 2026. Actual impact on per-share metrics and ownership structure will depend on the average execution price and any adjustments disclosed in future company filings as the program settles.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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Accepted by SEC EDGAR 05/13/2026 - 09:03 AM Learn about SEC filing dates

0001637873FALSE00016378732026-05-122026-05-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 12, 2026

Date of Report (date of earliest event reported)

___________________________________

ACV Auctions Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware			001-40256			47-2415221
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

640 ELLICOTT STREET #321

Buffalo, NY 14203

(Address of principal executive offices and zip code)

(800) 553-4070

(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, par value $.001 per share			ACVA			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item1.01 Entry into a Material Definitive Agreement.

On May 12, 2026, ACV Auctions Inc. (the “Company”), entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Citibank, N.A. (“Citibank”) to repurchase $50 million of the Company’s shares of common stock (the “Accelerated Share Repurchase”) as part of the Company’s previously announced share repurchase program.

Under the ASR agreement, on May 13, 2026, the Company will make an aggregate payment of $50 million to Citibank and expects to receive an initial delivery of approximately 70% of the shares of the Company’s common stock initially underlying the ASR Agreement. The total number of shares to be repurchased by the Company pursuant to the ASR Agreement will be based on the volume-weighted average price of the Company’s common stock on specified dates during the term of the ASR Agreement, less a discount, and subject to customary adjustments under the terms and conditions of the ASR Agreement. The transactions under the ASR Agreement are expected to be completed no later than the fourth quarter of fiscal 2026.

The ASR Agreement contains the terms of the Accelerated Share Repurchase, including, but not limited to, the share calculation mechanism, delivery timing, circumstances under which Citibank is permitted to make adjustments to valuation and calculation periods, mutual representations and warranties, and early termination conditions. This summary is qualified in its entirety by reference to the ASR Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits

(d): Exhibits

Exhibit No.						Description
10.1						Master Confirmation – Accelerated Share Repurchase Agreement, between the Company and Citibank, N.A., dated May 12, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ACV AUCTIONS INC.

Date

May 13, 2026

By:

/s/ Leanne Fitzgerald

Leanne Fitzgerald

Chief Legal Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 247.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB