ACVA Form 4: Insider RSU Withholding at $10.07 Per Share

Rhea-AI Filing Summary

George Chamoun, the Chief Executive Officer and a director of ACV Auctions Inc. (ACVA), reported three non-derivative disposals on 10/01/2025. The Form 4 shows shares were withheld by the issuer to satisfy tax withholding upon the vesting of time‑based restricted stock units: 13,401, 9,422, and 10,582 shares, each disposed at a reported price of $10.07. Following these transactions the reporting person’s beneficial ownership is reported as 2,607,546, 2,598,124, and 2,587,542 shares on the respective lines. The filer signed the form via attorney‑in‑fact on 10/03/2025.

Positive

• Withholding was used to cover tax liability on vested RSUs, which the filer states was not a discretionary sale
• Reporting person remains a significant shareholder with reported beneficial ownership above 2.58M shares on each line

Negative

• Insider disposed of shares via withholding on 10/01/2025 (13,401; 9,422; 10,582 shares) at $10.07
• Multiple disposal lines are reported, which may be interpreted as a decrease in outstanding beneficial shares held by the insider

Insights

Corporate Governance Analyst

Insider withheld vested RSUs to cover taxes; three disposals reported on 10/01/2025.

The Form 4 documents that the issuer withheld shares upon RSU vesting rather than a discretionary open‑market sale; the filer notes this explicitly in the explanation. The report lists three separate withholding events for 13,401, 9,422, and 10,582 shares at $10.07 per share.

This distinction matters because withheld shares for tax purposes are routine compensation settlements and are not voluntary stock sales by the insider.

Insider Transactions Specialist

Reported ownership lines show large beneficial positions remain after withholding.

Each line reports the reporting person’s beneficial ownership following the withholding: 2,607,546, 2,598,124, and 2,587,542 shares respectively. These figures are the post‑transaction ownership amounts disclosed on the Form 4.

The form was executed by an attorney‑in‑fact (Michelle Webb) on 10/03/2025, completing the required filing.

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
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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^*

Chamoun George

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		13,401(1)	D	$10.07	2,607,546	D
Common Stock	10/01/2025		F		9,422(1)	D	$10.07	2,598,124	D
Common Stock	10/01/2025		F		10,582(1)	D	$10.07	2,587,542	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).
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.

FAQ

What did ACVA insider George Chamoun report on Form 4?

The Form 4 reports three non‑derivative disposals on 10/01/2025 where 13,401, 9,422, and 10,582 shares were withheld to cover tax liability upon RSU vesting.

Were the share disposals by the ACVA insider sales or tax withholdings?

The filer explicitly states these shares were withheld by the issuer to cover tax liability on vested restricted stock units and were not discretionary sales by the reporting person.

At what price were the ACVA shares reported disposed?

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

How many shares does the reporting person hold after the transactions?

The Form 4 lists post‑transaction beneficial ownership amounts of 2,607,546, 2,598,124, and 2,587,542 shares on the respective reporting lines.

Who signed the Form 4 for the ACVA filing?

The filing was signed by Michelle Webb, Attorney‑in‑Fact, on 10/03/2025.