ACV Auctions withholds 21,567 shares for taxes

Four tax-withholding transactions were reported at $10.45 per share; the footnote says they were not discretionary sales.

Rhea-AI Filing Summary

ACV Auctions Inc. Chief Sales Officer Michael Waterman reported four direct common-stock transactions on October 1, 2026, in which the issuer withheld 21,567 shares at $10.45 per share to cover tax liability upon vesting of a previously granted time-based restricted stock unit. The footnote says the withholding did not represent a discretionary sale.

Insider Trade Summary

Tax Withholding: 21,567 shares

Tax Withholding 4 txns

Insider Waterman Michael

Role Chief Sales Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	4,365	$10.45	$46K
Tax Withholding	Common Stock F1	4,919	$10.45	$51K
Tax Withholding	Common Stock F1	8,824	$10.45	$92K
Tax Withholding	Common Stock F1, F2	3,459	$10.45	$36K

Holdings After Transaction: Common Stock — 785,183 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. Includes 1,067 shares acquired pursuant to the Company's 2021 Employee Stock Purchase Plan (ESPP) for the purchase period 6/1/2026 to 9/17/2026.

Key Figures

Shares withheld: 21,567 shares Reported transaction price: $10.45 per share Shares in transaction 1: 4,365 shares +3 more

6 metrics

Shares withheld 21,567 shares Across four tax-withholding transactions on October 1, 2026

Reported transaction price $10.45 per share Reported for each transaction on October 1, 2026

Shares in transaction 1 4,365 shares October 1, 2026 tax-withholding transaction

Shares in transaction 2 4,919 shares October 1, 2026 tax-withholding transaction

Shares in transaction 3 8,824 shares October 1, 2026 tax-withholding transaction

Shares in transaction 4 3,459 shares October 1, 2026 tax-withholding transaction

Key Terms

time-based restricted stock unit, vesting, Employee Stock Purchase Plan

3 terms

time-based restricted stock unit financial

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

vesting financial

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

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Employee Stock Purchase Plan financial

"Company's 2021 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ACVA shares did Michael Waterman have withheld?

Michael Waterman had 21,567 ACVA common shares withheld across four reported transactions on October 1, 2026. Each transaction reported $10.45 per share. The issuer withheld the shares to cover tax liability upon vesting of a previously granted time-based restricted stock unit; the footnote says this was not a discretionary sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 04:11 PM Accepted by SEC EDGAR 10/05/2026 - 04:11 PM Learn about SEC filing dates

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^*

Waterman Michael

(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 Sales Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

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	10/01/2026		F		4,365(1)	D	$10.45	801,318	D
Common Stock	10/01/2026		F		4,919(1)	D	$10.45	796,399	D
Common Stock	10/01/2026		F		8,824(1)	D	$10.45	787,575	D
Common Stock	10/01/2026		F		3,459(1)	D	$10.45	785,183(2)	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. 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.

2. Includes 1,067 shares acquired pursuant to the Company's 2021 Employee Stock Purchase Plan (ESPP) for the purchase period 6/1/2026 to 9/17/2026.

Remarks:

	/s/ Michelle Webb, Attorney-in-Fact	10/05/2026
	** 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)