ACVA Form 4 shows RSU tax withholding of 16,456 shares at $10.07

Rhea-AI Filing Summary

Leanne Fitzgerald, Chief Legal Officer of ACV Auctions Inc. (ACVA), reported four share dispositions on 10/01/2025 that were withheld by the issuer to cover tax withholding upon the vesting of previously granted restricted stock units. The reported dispositions total 16,456 shares sold at $10.07 per share (individual amounts: 5,821, 4,158, 2,924, 3,553). After the transactions the reporting person’s beneficial ownership is shown as 406,039 shares following the final withholding. The Form 4 was signed by an attorney-in-fact on 10/03/2025. The filer explicitly states these were tax-withholding actions and not discretionary sales by the reporting person.

Positive

• Dispositions were tax withholdings tied to RSU vesting and explicitly not discretionary sales
• Form 4 filed and signed by attorney-in-fact on 10/03/2025, documenting the transactions

Negative

• Total insider holdings declined by 16,456 shares due to the withholdings
• Shares were disposed at $10.07, reducing reported beneficial ownership to 406,039 shares

Insights

Corporate Governance Analyst

Tax withholding reduced insider holdings by 16,456 shares; not reported as a voluntary sale.

The Form 4 shows four separate withholdings on 10/01/2025 totaling 16,456 shares at $10.07 per share to satisfy tax liabilities from vested restricted stock units. The filer clarifies these disposals were withholdings, not discretionary trades.

This matters because withholdings are a routine, non‑strategic method to cover taxes on equity compensation and do not necessarily signal a change in the reporting person's view of the company. The record also shows final beneficial ownership of 406,039 shares after the transactions.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fitzgerald Leanne

(Last) (First) (Middle)

C/O ACV AUCTIONS INC.

640 ELLICOTT ST., SUITE 321

(Street)

BUFFALO NY 14203

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of 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

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	10/01/2025		F		5,821(1)	D	$10.07	416,674	D
Common Stock	10/01/2025		F		4,158(1)	D	$10.07	412,516	D
Common Stock	10/01/2025		F		2,924(1)	D	$10.07	409,592	D
Common Stock	10/01/2025		F		3,553(1)	D	$10.07	406,039	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.

Remarks:

	/s/ Michelle Webb, Attorney-in-Fact	10/03/2025
	** 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).
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FAQ

What did ACVA insider Leanne Fitzgerald report on Form 4?

The Form 4 reports four share withholdings on 10/01/2025 to cover taxes from vested RSUs, totaling 16,456 shares disposed at $10.07 per share.

Were the reported share disposals by the ACVA insider voluntary sales?

No. The filing states these were shares withheld by the issuer to cover tax liability upon RSU vesting and do not represent discretionary sales by the reporting person.

How many ACVA shares does the reporting person own after the transactions?

The filing shows beneficial ownership of 406,039 shares following the reported withholdings.

On what date were the transactions and when was the Form 4 filed?

Transactions occurred on 10/01/2025 and the Form 4 was signed/filed by an attorney-in-fact on 10/03/2025.

At what price were the ACVA shares withheld?

Each reported withholding transaction lists a price of $10.07 per share.