ACV Auctions (NASDAQ: ACVA) awards 194K RSUs, withholds shares for tax

Rhea-AI Filing Summary

ACV Auctions Inc. reported that Chief Legal Officer Leanne Fitzgerald received a grant of 194,348 shares of Common Stock representing a restricted stock unit ("RSU") award. The RSUs will vest in twelve substantially equal quarterly installments beginning July 1, 2026, subject to her continuous service.

On the same date, a total of 16,456 shares of Common Stock were withheld by the company at $4.27 per share to cover tax liabilities upon the vesting of a previously granted time-based RSU. The filing states this did not represent a discretionary sale. Following these transactions, Fitzgerald directly owns 567,209 shares of Common Stock.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Fitzgerald Leanne

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	194,348	$0.00	--
Tax Withholding	Common Stock	5,821	$4.27	$25K
Tax Withholding	Common Stock	4,158	$4.27	$18K
Tax Withholding	Common Stock	3,553	$4.27	$15K
Tax Withholding	Common Stock	2,924	$4.27	$12K

Holdings After Transaction: Common Stock — 583,665 shares (Direct)

Footnotes (1)

1. Represents a restricted stock unit ("RSU") award. The RSUs will vest in twelve (12) substantially equal quarterly installments beginning July 1, 2026, subject to the Reporting Person's continuous service through each such date. These shares were withheld by the Issuer to cover the tax liability upon the vesting of a time-based restricted stock unit previously granted, and does not represent a discretionary sale by the reporting person.

Key Figures

RSU award size: 194,348 shares RSU vesting start date: July 1, 2026 Shares withheld for taxes: 16,456 shares +2 more

5 metrics

RSU award size 194,348 shares Restricted stock unit award to Chief Legal Officer

RSU vesting start date July 1, 2026 First of twelve quarterly vesting installments

Shares withheld for taxes 16,456 shares Withheld to cover tax liability on prior RSU vesting

Withholding price $4.27 per share Price used for tax-withholding share dispositions

Shares owned after transactions 567,209 shares Direct Common Stock holdings following reported transactions

Key Terms

restricted stock unit ("RSU"), time-based restricted stock unit, tax liability, Chief Legal Officer

4 terms

restricted stock unit ("RSU") financial

"Represents a restricted stock unit ("RSU") award."

time-based restricted stock unit financial

"upon the vesting of a time-based restricted stock unit previously granted"

tax liability financial

"withheld by the Issuer to cover the tax liability upon the vesting"

Chief Legal Officer financial

"officer_title": "Chief Legal Officer""

A chief legal officer is a senior executive responsible for overseeing a company's legal matters, ensuring that its activities comply with laws and regulations. They act like a company's legal guide, helping to prevent legal problems and manage risks. For investors, understanding this role is important because it reflects how well a company manages legal risks that could impact its stability and reputation.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fitzgerald Leanne

(Last) (First) (Middle)

C/O ACV AUCTIONS INC.

640 ELLICOTT ST., SUITE 321

(Street)

BUFFALO NEW YORK 14203

(City) (State) (Zip)

UNITED STATES

(Country)

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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		A		194,348(1)	A	$0	583,665	D
Common Stock	04/01/2026		F		5,821(2)	D	$4.27	577,844	D
Common Stock	04/01/2026		F		4,158(2)	D	$4.27	573,686	D
Common Stock	04/01/2026		F		3,553(2)	D	$4.27	570,133	D
Common Stock	04/01/2026		F		2,924(2)	D	$4.27	567,209	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents a restricted stock unit ("RSU") award. The RSUs will vest in twelve (12) substantially equal quarterly installments beginning July 1, 2026, subject to the Reporting Person's continuous service through each such date.

2. These shares were withheld by the Issuer to cover the tax liability upon the vesting of a time-based restricted stock unit previously granted, and does not represent a discretionary sale by the reporting person.

Remarks:

	/s/ Michelle Webb, Attorney-in-Fact	04/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did ACV Auctions (ACVA) disclose about Leanne Fitzgerald’s new equity award?

ACV Auctions granted Chief Legal Officer Leanne Fitzgerald 194,348 shares as a restricted stock unit (RSU) award. These RSUs vest in twelve substantially equal quarterly installments starting July 1, 2026, conditioned on her continued service with the company through each vesting date.

How will Leanne Fitzgerald’s 194,348 RSUs at ACV Auctions (ACVA) vest over time?

The 194,348 RSUs granted to Leanne Fitzgerald vest in twelve substantially equal quarterly installments beginning July 1, 2026. Each installment requires her to remain in continuous service with ACV Auctions through the applicable vesting date for those RSUs to be delivered.

Why were ACV Auctions (ACVA) shares withheld in Leanne Fitzgerald’s Form 4 filing?

ACV Auctions withheld 16,456 shares of Common Stock at $4.27 per share to cover tax liabilities from vesting of a previously granted time-based RSU. The filing notes this withholding does not represent a discretionary sale by Leanne Fitzgerald in the open market.

How many ACV Auctions (ACVA) shares does Leanne Fitzgerald hold after these transactions?

After the RSU grant and tax-withholding share reductions, Leanne Fitzgerald directly holds 567,209 shares of ACV Auctions Common Stock. This figure reflects her updated ownership position reported as of the transaction date shown in the Form 4 filing.

Were any of Leanne Fitzgerald’s ACV Auctions (ACVA) transactions open-market buys or sells?

The filing shows an RSU grant categorized as a grant or award acquisition and several dispositions coded as tax-withholding events. The tax-withholding transactions are described as covering tax liability and not representing discretionary sales by Leanne Fitzgerald.