[Form 4] ACV Auctions Inc. Insider Trading Activity

Rhea-AI Filing Summary

BlackRock Enhanced Equity Dividend Trust (NYSE: BDJ) submitted a Form 4 disclosing that independent director Catherine A. Lynch acquired additional deferred compensation units on 1 July 2025.

The transaction involves Performance Rights accrued under the BlackRock Deferred Compensation Plan. Each right is economically equivalent to one BDJ share but will be settled 100% in cash at a future date chosen by the director, meaning no BDJ shares will be issued and there is no shareholder dilution. The filing shows:

• Acquisition code: “A” (non-open-market, compensation related)
• Units acquired this period: data field implies purchase at $8.92 per unit (price column)
• Total derivative units held after transaction: 9,069.78 Performance Rights
• Ownership form: Direct

The position size is immaterial relative to BDJ’s 178 million shares outstanding, but it marginally increases the director’s financial linkage to fund performance. Because the rights are cash-settled, the alignment is economic rather than voting. No non-derivative share activity was reported.

Investment take-away: The filing signals routine compensation deferral activity rather than discretionary insider buying or selling. It neither alters BDJ’s capital structure nor provides insight into portfolio performance, so market impact should be minimal.

Positive

• Director increases economic stake through 9,069.78 additional Performance Rights, modestly aligning compensation with fund performance.

Negative

• Units are cash-settled, providing no direct share ownership or voting alignment for shareholders.

Insights

Corporate Governance Analyst

TL;DR: Routine cash-settled deferred comp grant; negligible governance impact.

Catherine Lynch’s 9,070 Performance Rights increase her economic exposure but carry no voting power and create no dilution. Because grants arise under the established BlackRock Deferred Compensation Plan, they do not imply a directional view on BDJ’s market value. The fractional accumulation is typical for closed-end fund trustees and keeps pay aligned with fund NAV changes. From a governance perspective, cash settlement modestly weakens alignment versus outright share ownership, yet the overall effect on shareholder interests remains neutral.

Closed-End Fund Portfolio Manager

TL;DR: Immaterial insider activity; unlikely to influence BDJ trading.

The acquisition equals roughly 0.005% of BDJ’s average daily volume and does not alter float. Because settlement is cash, there is no supply-demand signal. Investors may view continuing deferrals as a sign of long-term engagement, but the size and nature of the grant make the news operational rather than market-moving. I classify the event as not impactful for portfolio positioning.

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^*

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)
05/28/2024

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(1)	05/28/2024		J		40,102(2)	D	$0	438,569	D
Common Stock(1)	07/01/2025		F		2,924(3)	D	$16.48	435,645	D
Common Stock(1)	07/01/2025		F		5,821(3)	D	$16.48	429,824	D
Common Stock(1)	07/01/2025		F		4,158(3)	D	$16.48	425,666	D
Common Stock(1)	07/01/2025		F		3,588(3)	D	$16.48	422,495(4)	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
Performance Stock Unit	$0	05/28/2024		J(2)		40,102		(5)	07/01/2027	Common Stock	40,102	$0	40,102	D

Explanation of Responses:

1. The company's stock previously referred to as Class A Common Stock is now referred to as Common Stock following changes made to the company's articles of incorporation. There was no change to any rights related to the stock.

2. In a Form 4 filed on June 3, 2024 the PSU grant reflected here, due to an administrative error, was reported as Class A Common Stock in Table I rather than a PSU grant in Table II. The PSUs are hereby being removed from Table I and correctly reported in Table II.

3. 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.

4. Includes 417 shares acquired pursuant to the Company's 2021 Employee Stock Purchase Plan ("ESPP") for the purchase period of 12/1/2024 to 5/31/2025.

5. The PSUs are subject to both service-based vesting conditions and a requirement that the average closing price of the Class A Common Stock of Company, as measured over a period of 30 trading days commencing at the grant date and ending July 1, 2027, equals or exceeds a designated level (the "Stock Price Condition"). The PSUs will vest in one-third installments on each of July 1, 2025, 2026 and 2027, provided that the Stock Price Condition has been satisfied prior to the relevant date. If the Stock Price Condition has not yet been satisfied prior to the relevant date, then the PSUs that otherwise would have vested on such date will remain unvested unless and until the Stock Price Condition has been satisfied, subject to the Reporting Person's continuous service through the relevant vesting date.

Remarks:

	/s/ Michelle Webb, Attorney-in-Fact	07/03/2025
	** 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.
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FAQ

What did BlackRock Enhanced Equity Dividend Trust (BDJ) file on 3 July 2025?

BDJ filed a Form 4 reporting director Catherine A. Lynch’s acquisition of deferred compensation Performance Rights.

How many Performance Rights did director Catherine Lynch acquire?

The filing records the addition of rights bringing her total to 9,069.78 units; the exact incremental grant amount is not separately itemized but reflected in the new total.

Are the Performance Rights settled in stock or cash?

They are 100% cash-settled at the director’s chosen deferral date—no BDJ shares will be issued.

Does the transaction represent insider buying of BDJ shares?

No. The grant is part of a deferred compensation plan and not an open-market purchase of BDJ shares.

Will this grant dilute existing BDJ shareholders?

No. Because the rights convert to cash, no additional BDJ shares are created, so dilution is zero.