ACV Auctions CEO tenders 3.83M shares for cash
Vested options with exercise prices below $10.50 were canceled for a cash payment based on the spread, subject to withholding.
Sentiment and the balance of points
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Form Type
4
Rhea-AI Filing Summary
ACV Auctions Inc. Chief Executive Officer George Chamoun reported acquiring 517,594 shares through performance-based restricted stock unit awards deemed to meet target vesting conditions. On October 16, 2026, 3,828,015 common shares were tendered and exchanged for $10.50 per share in cash, net to the seller without interest and subject to required withholding tax. Also that day, 89,300 options with a $0.14 exercise price were canceled for a cash payment based on the difference between $10.50 and the applicable exercise price, subject to withholding taxes; the reported option position afterward was 0 shares. After the tender offer, Merger Sub merged with and into ACV, which survived as a wholly owned subsidiary of Copart.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Chamoun George
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F3, F4 | 89,300 | -- | -- |
| Grant/Award | Common Stock F1, F2 | 517,594 | $0.00 | $0.00 |
| Tender Offer | Common Stock F1, F3, F4 | 3,828,015 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- 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.
- F2. Represents awards of performance-based restricted stock units which were deemed to meet the applicable performance-based vesting conditions at target performance levels.
- 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, (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 and
- F4. (iii) 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.
Key Figures
Performance-based restricted stock unit award shares: 517,594 shares
Tendered common shares: 3,828,015 shares
Merger Consideration: $10.50 per share
+3 more
6 metrics
Performance-based restricted stock unit award shares
517,594 shares
Deemed to meet target performance vesting conditions
Tendered common shares
3,828,015 shares
October 16, 2026
Merger Consideration
$10.50 per share
Cash exchanged for tendered ACV common shares
Options canceled
89,300 options
Reported transaction on October 16, 2026
Option exercise price
$0.14 per share
Exercise price for the options canceled
Underlying shares after option transaction
0 shares
Reported resulting position
Key Terms
Merger Consideration, performance-based restricted stock units, ACV RSU, Exchange Ratio
4 terms
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.
performance-based restricted stock units financial
"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.
ACV RSU financial
"each, an "ACV RSU""
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were George Chamoun's ACVA stock options treated?
89,300 options with a $0.14 per-share exercise price were canceled for a cash payment equal to the option shares multiplied by the amount by which $10.50 exceeded the applicable exercise price, subject to required withholding taxes. The reported resulting position was 0 shares.
What happened to ACVA after the tender offer?
After completion of the tender offer, Merger Sub merged with and into ACV; ACV survived as a wholly owned subsidiary of Copart.
AI-generated analysis. How Rhea-AI works. Not financial advice.
