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ACV Auctions director tenders 37,368 shares

The merger terms set $10.50 per tendered share and a cash-payment formula for vested options with exercise prices below that amount.

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Form Type
4

Rhea-AI Filing Summary

ACV Auctions Inc. director Eileen A. Kamerick reported disposing of 37,368 common shares through the tender offer on October 16, 2026. The shares were exchanged for $10.50 per share, net to the seller in cash without interest and subject to any required withholding tax. She also reported cancellation of options covering 80,984 shares, with a $4.50 per-share exercise price, in exchange for a cash payment based on the excess of the Merger Consideration over the exercise price, subject to required withholding taxes. After completion of the tender offer, Merger Sub merged into ACV, which survived as Copart's wholly owned subsidiary.

Insider KAMERICK EILEEN A
Role Director
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) F2 80,984 -- --
Tender Offer Common Stock F1, F2 37,368 -- --
Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)
Footnotes (2)
  1. F1. Pursuant to the Agreement and Plan of Merger, dated September 10, 2026 (the "Merger Agreement"), by and among ACV Auctions Inc. ("ACV"), Copart, Inc. ("Copart"), and Apple Merger Sub, Inc., a wholly owned subsidiary of Copart ("Merger Sub"), the shares of common stock of ACV that were tendered to Merger Sub prior to the expiration time of the offer were exchanged for $10.50 per share ("Merger Consideration"), net to the seller in cash, without interest, subject to any required withholding tax. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into ACV (the "Merger"), with ACV surviving the Merger as a wholly owned subsidiary of Copart.
  2. F2. Pursuant to the terms of the Merger Agreement, (i) each outstanding restricted stock unit award corresponding to shares of ACV common stock (each, an "ACV RSU") held by the Reporting Person was canceled in consideration for the right to receive the Merger Consideration in respect of each share of ACV common stock then subject to the ACV RSU and (ii) each outstanding and vested option to purchase shares of ACV common stock ("ACV Options") which has a per share exercise price less than the Merger Consideration was canceled in exchange for the right to receive a cash payment equal to (x) the number of shares of ACV common stock subject to such ACV Option multiplied by (y) the excess of (A) $10.50 over (B) the applicable per share exercise price of the ACV Option, subject to any required withholding taxes.
Common shares tendered 37,368 shares October 16, 2026
Merger Consideration $10.50 per share Cash consideration for tendered ACV common shares
Shares subject to options 80,984 shares Options canceled on October 16, 2026
Option exercise price $4.50 per share Options canceled on October 16, 2026
Common shares following transaction 0 shares Reported following the tender-offer disposition
Shares underlying options following transaction 0 shares Reported following option cancellation
tender offer financial
"After completion of the tender offer"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Merger Consideration financial
"$10.50 per share ("Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
vested option financial
"each outstanding and vested option"
withholding tax financial
"subject to any required withholding tax"
Withholding tax is a government-required portion of a payment—such as dividends, interest, or salary—that the payer keeps back and sends directly to tax authorities before the recipient receives the money. For investors it reduces the cash they actually get and changes the after-tax return on an investment; rates and refund or credit rules vary by country and can materially affect comparisons between similar investments, like a cashier holding part of a bill to cover taxes.

FAQ

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

How many ACVA shares did Eileen A. Kamerick tender?

Eileen A. Kamerick reported tendering 37,368 ACV common shares on October 16, 2026. Under the merger terms, tendered shares were exchanged for $10.50 per share, net to the seller in cash, without interest, subject to any required withholding tax.

What happened to Eileen A. Kamerick's ACVA stock options?

Options covering 80,984 shares, with a $4.50 per-share exercise price, were canceled in exchange for a cash-payment right. The payment was based on the number of shares subject to the options multiplied by the excess of the $10.50 Merger Consideration over the applicable exercise price, subject to required withholding taxes.

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SEC Form 4
FORM 4UNITED 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
X
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*
KAMERICK EILEEN A

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock10/16/2026U(1)(2)37,368D(2)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$4.510/16/2026D80,984 (2) (2)Common Stock80,984(2)0D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated September 10, 2026 (the "Merger Agreement"), by and among ACV Auctions Inc. ("ACV"), Copart, Inc. ("Copart"), and Apple Merger Sub, Inc., a wholly owned subsidiary of Copart ("Merger Sub"), the shares of common stock of ACV that were tendered to Merger Sub prior to the expiration time of the offer were exchanged for $10.50 per share ("Merger Consideration"), net to the seller in cash, without interest, subject to any required withholding tax. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into ACV (the "Merger"), with ACV surviving the Merger as a wholly owned subsidiary of Copart.
2. Pursuant to the terms of the Merger Agreement, (i) each outstanding restricted stock unit award corresponding to shares of ACV common stock (each, an "ACV RSU") held by the Reporting Person was canceled in consideration for the right to receive the Merger Consideration in respect of each share of ACV common stock then subject to the ACV RSU and (ii) each outstanding and vested option to purchase shares of ACV common stock ("ACV Options") which has a per share exercise price less than the Merger Consideration was canceled in exchange for the right to receive a cash payment equal to (x) the number of shares of ACV common stock subject to such ACV Option multiplied by (y) the excess of (A) $10.50 over (B) the applicable per share exercise price of the ACV Option, subject to any required withholding taxes.
/s/ Michelle Webb, Attorney-in-Fact10/19/2026
** Signature of Reporting PersonDate
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)

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