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ACV Auctions' Andrew Peer tenders 186,478 shares

Two vested option positions were canceled for cash under the merger agreement, using the $10.50 merger consideration less each exercise price.

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Form Type
4

Rhea-AI Filing Summary

ACV Auctions Inc. VP, Corporate Controller & CAO Andrew Peer disposed of 186,478 common shares on October 16, 2026, in the tender offer. The shares were exchanged for $10.50 per share, net to the seller in cash, without interest and subject to any required withholding tax; his reported common shares afterward were 0. No Rule 10b5-1 plan is reported.

His 5,250 vested options at a $2.00 exercise price and 29,000 vested options at a $2.44 exercise price were canceled in exchange for rights to cash payments based on the excess of $10.50 over each exercise price, subject to required withholding taxes. Apple Merger Sub, Inc. merged with and into ACV, which became a wholly owned subsidiary of Copart, Inc.

Insider Peer Andrew
Role VP, Corporate Controller & CAO
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) F2, F3 5,250 -- --
Disposition Stock Option (Right to Buy) F2, F3 29,000 -- --
Tender Offer Common Stock F1, F2, F3 186,478 -- --
Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)
Footnotes (3)
  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 assumed by Copart and converted into a time-based restricted stock unit award covering a number of shares of Copart common stock determined by multiplying the number of shares of ACV common stock then subject to the ACV RSU by the Exchange Ratio (as defined in the Merger Agreement), with any fractional shares rounded to the nearest whole share and
  3. F3. (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 disposed 186,478 shares Tender offer disposition on October 16, 2026
Tender offer consideration $10.50 per share Cash consideration, net to the seller, without interest and subject to any required withholding tax
Vested options canceled 5,250 options Exercise price of $2.00 per share
Option exercise price $2.00 per share Applies to 5,250 vested options canceled under the merger agreement
Vested options canceled 29,000 options Exercise price of $2.44 per share
Option exercise price $2.44 per share Applies to 29,000 vested options canceled under the merger agreement
Common shares following transaction 0 shares Andrew Peer's reported position after the disposition
tender offer financial
"shares of common stock of ACV that were tendered to Merger Sub"
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.
Exchange Ratio financial
"by the Exchange Ratio (as defined in the Merger Agreement)"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
time-based restricted stock unit award financial
"converted into a time-based restricted stock unit award"

FAQ

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

How many ACVA shares did Andrew Peer tender, and what was the consideration?

Andrew Peer disposed of 186,478 shares on October 16, 2026, in exchange for $10.50 per share, net to the seller in cash, without interest and subject to any required withholding tax. His reported common-stock holdings afterward were 0. No Rule 10b5-1 plan is reported.

What happened to Andrew Peer's ACVA options?

His 5,250 vested options at a $2.00 exercise price and 29,000 vested options at a $2.44 exercise price were canceled in exchange for rights to cash payments. Each payment was calculated using the number of shares subject to the option multiplied by the excess of $10.50 over its exercise price, subject to required withholding taxes.

What happened to Andrew Peer's ACV restricted stock units?

Each outstanding ACV restricted stock unit award he held was assumed by Copart and converted into a time-based restricted stock unit award covering Copart shares. The share count was determined using the Exchange Ratio, with fractional shares rounded to the nearest whole share.

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

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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*
Peer Andrew

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP, Corporate Controller & CAO
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)(3)186,478D(2)(3)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)$210/16/2026D5,250 (2)(3) (2)(3)Common Stock5,250(2)(3)0D
Stock Option (Right to Buy)$2.4410/16/2026D29,000 (2)(3) (2)(3)Common Stock29,000(2)(3)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 assumed by Copart and converted into a time-based restricted stock unit award covering a number of shares of Copart common stock determined by multiplying the number of shares of ACV common stock then subject to the ACV RSU by the Exchange Ratio (as defined in the Merger Agreement), with any fractional shares rounded to the nearest whole share and
3. (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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