Were Michael Waterman’s ACV Auctions share transactions open-market sales?

No, the transactions were not open-market sales. The filing states that 21,567 shares were withheld by the company solely to cover tax liabilities upon RSU vesting, and specifically notes they do not represent discretionary sales by Waterman.

ACV Auctions (ACVA) CSO uses company shares to cover taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ACV Auctions Inc. Chief Sales Officer Michael Waterman reported share dispositions tied to tax withholding rather than market sales. On July 1, 2026, a total of 21,567 shares of common stock were withheld at $7.29 per share to cover tax liabilities from the vesting of time-based restricted stock units previously granted. A footnote clarifies these transactions do not represent discretionary sales by Waterman. Following these withholdings, he directly owned 816,604 shares of ACV Auctions common stock, and this amount includes 1,822 shares acquired through the company’s 2021 Employee Stock Purchase Plan for the 12/1/2025–5/31/2026 purchase period.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Waterman Michael

Role Chief Sales Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	8,824	$7.29	$64K
Tax Withholding	Common Stock	4,365	$7.29	$32K
Tax Withholding	Common Stock	3,459	$7.29	$25K
Tax Withholding	Common Stock	4,919	$7.29	$36K

Holdings After Transaction: Common Stock — 816,604 shares (Direct, null)

Footnotes (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. Includes 1,822 shares acquired pursuant to the Company's 2021 Employee Stock Purchase Plan (ESPP) for the purchase period of 12/1/2025 to 5/31/2026.

Key Figures

Tax-withheld shares: 21,567 shares Withholding price: $7.29 per share Post-transaction holdings: 816,604 shares +1 more

4 metrics

Tax-withheld shares 21,567 shares Common stock withheld to cover RSU tax liability on July 1, 2026

Withholding price $7.29 per share Value used for tax-withholding dispositions of common stock

Post-transaction holdings 816,604 shares Direct common stock ownership after tax-withholding transactions

ESPP shares included 1,822 shares Shares acquired under 2021 Employee Stock Purchase Plan for 12/1/2025–5/31/2026 period

Key Terms

restricted stock unit, Employee Stock Purchase Plan (ESPP), tax liability, discretionary sale

4 terms

restricted stock unit financial

"tax liability upon the vesting of a time-based restricted stock unit previously granted"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Employee Stock Purchase Plan (ESPP) financial

"Includes 1,822 shares acquired pursuant to the Company's 2021 Employee Stock Purchase Plan (ESPP)"

tax liability financial

"shares were withheld by the Issuer to cover the tax liability upon the vesting"

discretionary sale financial

"and does not represent a discretionary sale by the reporting person"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:21 PM Accepted by SEC EDGAR 07/06/2026 - 04:21 PM

FAQ

What insider activity did ACV Auctions (ACVA) report for Michael Waterman?

ACV Auctions reported that Chief Sales Officer Michael Waterman had 21,567 shares withheld to cover tax obligations. These withholdings relate to vesting restricted stock units and are not discretionary market sales, according to the filing footnote.

At what price were ACV Auctions shares withheld for Michael Waterman’s taxes?

The shares used for tax withholding were valued at $7.29 per share. This price applied to 21,567 shares of ACV Auctions common stock that the company withheld to satisfy Michael Waterman’s tax liabilities from RSU vesting.

How many ACV Auctions shares does Michael Waterman hold after these transactions?

After the tax-withholding transactions, Michael Waterman directly held 816,604 ACV Auctions common shares. This total includes 1,822 shares he acquired through the company’s 2021 Employee Stock Purchase Plan during the 12/1/2025–5/31/2026 purchase period.

What role did restricted stock units play in ACV Auctions’ Form 4 filing?

The Form 4 indicates the share dispositions stem from vesting time-based restricted stock units. When these RSUs vested, ACV Auctions withheld 21,567 shares to cover Michael Waterman’s tax liability, rather than him selling shares in the open market.

What is noted about ACV Auctions’ Employee Stock Purchase Plan in this filing?

The filing notes that Michael Waterman’s holdings include 1,822 shares acquired under ACV Auctions’ 2021 Employee Stock Purchase Plan. These shares were accumulated over the purchase period from December 1, 2025, through May 31, 2026, and are part of his direct ownership.

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)
07/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2026		F		8,824⁽¹⁾	D	$7.29	816,604	D
Common Stock	07/01/2026		F		4,365⁽¹⁾	D	$7.29	812,239	D
Common Stock	07/01/2026		F		3,459⁽¹⁾	D	$7.29	808,780	D
Common Stock	07/01/2026		F		4,919⁽¹⁾	D	$7.29	805,683⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 1,822 shares acquired pursuant to the Company's 2021 Employee Stock Purchase Plan (ESPP) for the purchase period of 12/1/2025 to 5/31/2026.

Remarks:

	/s/ Michelle Webb, Attorney-in-Fact	07/06/2026
	** 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)

Source: View Original Filing on SEC EDGAR