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ACV Auctions COO tenders 1.06M shares at $10.50

The chief operating officer's tendered ACV shares were exchanged for $10.50 per share, while outstanding awards converted into time-based Copart awards.

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Form Type
4

Rhea-AI Filing Summary

ACV Auctions Inc. Chief Operating Officer Vikas Mehta reported acquiring 274,491 performance-based restricted stock units on October 16, 2026; they were deemed to meet vesting conditions at target performance. He also reported disposing of 1,058,015 ACV common shares in the tender offer, where tendered shares were exchanged for $10.50 per share in cash, net to the seller, without interest and subject to required withholding tax. Outstanding ACV RSUs and PSUs were assumed by Copart and converted into time-based Copart awards, and ACV became Copart's wholly owned subsidiary.

Insider Mehta Vikas
Role Chief Operating Officer
Type Security Shares Price Value
Grant/Award Common Stock F1, F2 274,491 $0.00 $0.00
Tender Offer Common Stock F1, F3 1,058,015 -- --
Holdings After Transaction: 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. Represents awards of performance-based restricted stock units which were deemed to meet the applicable performance-based vesting conditions at target performance levels.
  3. F3. 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 (ii) each outstanding performance-based restricted stock unit award corresponding to shares of ACV common stock (each, an "ACV PSU") 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 PSU (determined based on target performance) by the Exchange Ratio.
Performance-based restricted stock units acquired 274,491 restricted stock units October 16, 2026; target performance conditions
ACV common shares disposed 1,058,015 shares Tender-offer disposition on October 16, 2026
Merger Consideration $10.50 per share Cash consideration, net to the seller, without interest
performance-based restricted stock units financial
"Represents awards of performance-based restricted stock units"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Merger Consideration financial
"for $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 Vikas Mehta dispose of, and at what price?

Vikas Mehta reported disposing of 1,058,015 ACV common shares on October 16, 2026; shares tendered to Merger Sub were exchanged for $10.50 per share in cash, net to the seller, without interest and subject to any required withholding tax. No Rule 10b5-1 plan is reported.

How many performance-based RSUs did ACVA's chief operating officer acquire?

Chief Operating Officer Vikas Mehta acquired 274,491 performance-based restricted stock units on October 16, 2026; they were deemed to meet applicable performance-based vesting conditions at target performance levels.

What happened to Vikas Mehta's ACVA restricted stock awards in the Copart merger?

Copart assumed Mehta's outstanding ACV RSU and PSU awards and converted them into time-based Copart awards. RSU award share counts used the Exchange Ratio, with fractional shares rounded to the nearest whole share; PSU share counts were based on target performance and the Exchange Ratio.

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*
Mehta Vikas

(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)
Chief Operating Officer
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 Stock10/16/2026A(1)(2)274,491(2)A$01,058,015D
Common Stock10/16/2026U(1)(3)1,058,015D(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
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. Represents awards of performance-based restricted stock units which were deemed to meet the applicable performance-based vesting conditions at target performance levels.
3. 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 (ii) each outstanding performance-based restricted stock unit award corresponding to shares of ACV common stock (each, an "ACV PSU") 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 PSU (determined based on target performance) by the Exchange Ratio.
/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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