ACV Auctions (NYSE: ACVA) extends $200.0 million credit facility and cuts rate

Rhea-AI Filing Summary

ACV Auctions Inc. disclosed that on December 12, 2025, it amended the Revolving Credit and Security Agreement for its subsidiary ACV Capital Funding II LLC. The amendment increases the committed size of ACV Capital II’s revolving credit facility from $125.0 million to $200.0 million and extends the Scheduled Commitment Termination Date from June 20, 2026 to December 10, 2027.

The amendment also revises certain definitions, including Concentration Limits, Eligible Dealers and Eligible Vehicles, and reduces the Applicable Margin used to calculate the interest rate on loans under the facility by 0.25%. Citibank, N.A. continues as administrative agent, and the full text of Amendment No. 1 is attached as an exhibit.

Insights

Credit markets analyst

ACV expands and extends a key credit facility while trimming its loan spread.

The amendment boosts ACV Capital Funding II LLC’s revolving credit facility commitment from $125.0 million to $200.0 million, significantly increasing available committed lending capacity. The Scheduled Commitment Termination Date is pushed out from June 20, 2026 to December 10, 2027, which lengthens the contractual funding horizon for this structure.

The Applicable Margin used to determine the interest rate on loans under the agreement is reduced by 0.25%, indicating modestly lower borrowing costs on this facility. The amendment also updates definitions such as Concentration Limits, Eligible Dealers and Eligible Vehicles, which can influence how collateral and counterparties qualify under the facility.

Overall, this change refines the terms of an existing credit platform that supports ACV’s financing activities, with the actual effect depending on future utilization levels and portfolio composition disclosed in subsequent company filings.

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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

December 12, 2025

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 December 12, 2025, the Company and ACV Capital Funding II LLC (“ACV Capital II”) entered into the First amendment (the “Amendment”) to the Revolving Credit and Security Agreement, dated as of June 20, 2024 (as amended, the “Credit Agreement”), among ACV Capital II, as borrower, the funding agents party thereto, the committed lenders party thereto, the conduit lenders party thereto and Citibank, N.A., as administrative agent. Capitalized terms used in this Item 1.01 and not otherwise defined herein have the meanings assigned to them in the Amendment or the Credit Agreement, as applicable.

The Amendment modifies the Credit Agreement (i) to increase the committed amount of ACV Capital II’s revolving credit facility thereunder from $125.0 million to $200.0 million, (ii) to extend the Scheduled Commitment Termination Date thereof from June 20, 2026 to December 10, 2027, and (iii) to make certain changes to the definitions of Concentration Limits, Eligible Dealers and Eligible Vehicles, as more particularly described in the Credit Agreement. In connection with the Amendment, the Applicable Margin used in calculating the Interest Rate applicable to Loans under the Credit Agreement has been reduced by 0.25%.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is attached to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits

(d): Exhibits

Exhibit No.						Description
10.1						Amendment No. 1, dated December 12, 2025, to Revolving Credit and Security Agreement, dated as of June 20, 2024, among ACV Capital Funding II LLC, the funding agents and lenders party thereto and Citibank, N.A., as Administrative Agent.
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

December 18, 2025

By:

/s/ William Zerella

William Zerella

Chief Financial Officer

FAQ

What credit facility change did ACV Auctions (ACVA) report on December 12, 2025?

ACV Auctions reported that ACV Capital Funding II LLC entered into Amendment No. 1 to its Revolving Credit and Security Agreement, modifying key terms of the existing revolving credit facility with Citibank, N.A. as administrative agent.

By how much was ACV Auctions' revolving credit facility increased?

The committed amount of ACV Capital Funding II LLC’s revolving credit facility was increased from $125.0 million to $200.0 million under the amendment.

When does the amended ACV Auctions credit facility now terminate?

The Scheduled Commitment Termination Date for the revolving credit facility was extended from June 20, 2026 to December 10, 2027 as part of the amendment.

How did the amendment affect the interest rate margin on ACV Auctions' facility?

The Applicable Margin used in calculating the interest rate on loans under the credit agreement was reduced by 0.25%, modestly lowering the pricing of borrowings under the facility.

Which ACV Auctions entity is the borrower and who acts as administrative agent?

ACV Capital Funding II LLC is the borrower under the Revolving Credit and Security Agreement, and Citibank, N.A. serves as the administrative agent.

What other terms were updated in ACV Auctions' credit agreement amendment?

The amendment made certain changes to the definitions of Concentration Limits, Eligible Dealers and Eligible Vehicles, as further described in the underlying credit agreement.