[Form 4] ACV Auctions Inc. Insider Trading Activity

Rhea-AI Filing Summary

ACV Auctions Inc. (ACVA) – Form 4 overview: Chief Operating Officer Vikas Mehta reported several equity-related transactions.

• Performance Stock Units (PSUs): 60,912 PSUs granted on 05/28/2024 (Code J). These units vest in three equal tranches on 7/1/2025, 7/1/2026 and 7/1/2027, but only if a stock-price performance hurdle is met. The filing corrects a prior Form 4 that had mistakenly shown these shares as Class A Common Stock in Table I.
• Tax-withholding share dispositions: On 07/01/2025 the issuer automatically withheld 17,188 common shares (4,487 + 6,382 + 6,319) at $16.48 per share (Code F) to satisfy payroll taxes on previously-granted time-based RSUs. The transactions are explicitly noted as non-discretionary.
• Post-transaction holdings: Mehta now owns 592,565 common shares directly, which include 1,079 shares purchased through the 2021 Employee Stock Purchase Plan. He also holds 60,912 PSUs that could convert into an equal number of shares if both service and performance conditions are met.
• Administrative correction: The company’s Class A Common Stock is now simply designated “Common Stock” following charter amendments; no economic rights changed.

Investor take-aways: The filing is primarily procedural. The PSU grant strengthens pay-for-performance alignment, while the share withholding is routine and does not signal open-market selling pressure. Net direct ownership fell by about 2.8%, but the officer retains a sizable stake and meaningful performance-linked upside.

Positive

• Performance-based PSU grant of 60,912 units aligns COO incentives with long-term share-price appreciation.
• Correction of prior filing improves disclosure accuracy and governance transparency.

Negative

• Net disposal of 17,188 shares (tax withholding) reduces direct ownership by ~2.8%, though non-discretionary.

Insights

Securities Analyst

TL;DR: Routine insider tax withholding; new PSUs improve incentive alignment—overall neutral impact.

The 17,188 shares disposed at $16.48 were mandatory withholdings, not discretionary sales, limiting any negative market signal. The 60,912 PSUs carry a multi-year, price-contingent vesting schedule that ties executive reward to shareholder value creation and could be viewed favorably by governance-focused investors. Post-filing ownership of >590k shares continues to align the COO with long-term performance. Given modest size vs. ACVA’s ~155 mm basic shares outstanding, market impact is negligible.

Corporate Governance Expert

TL;DR: Correction enhances disclosure accuracy; PSU structure follows best-practice pay-for-performance.

The amendment moves a prior mis-reported grant from common stock to derivative PSUs, improving transparency. The three-year performance period and stock-price condition meet common governance guidelines, balancing retention and performance linkage. No bylaw or charter issues arise from the change in share nomenclature. Overall, the filing is administratively sound with no governance red flags.

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
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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 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 Operating 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		60,912(2)	D	$0	608,674	D
Common Stock(1)	07/01/2025		F		4,487(3)	D	$16.48	604,187	D
Common Stock(1)	07/01/2025		F		6,382(3)	D	$16.48	597,805	D
Common Stock(1)	07/01/2025		F		6,319(3)	D	$16.48	592,565(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)		60,912		(5)	07/01/2027	Common Stock	60,912	$0	60,912	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 1,079 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

How many shares does ACVA COO Vikas Mehta now own?

He directly holds 592,565 common shares after the reported transactions.

What is the size of the new PSU grant disclosed for ACVA (ACVA)?

The filing reports 60,912 Performance Stock Units granted on 05/28/2024.

Were the July 1, 2025 share sales by the ACVA COO discretionary?

No. The 17,188 shares were issuer-withheld solely for tax on RSU vesting (Code F).

What conditions govern the vesting of the PSUs granted to ACVA's COO?

They vest in thirds on 7/1/2025-2027 only if a 30-day average share-price hurdle is achieved and service continues.

Why was a prior ACVA Form 4 amended?

A June 3, 2024 filing mistakenly classified PSUs as common stock; this Form 4 moves them to Table II to correct the error.