[Form 4] ACV Auctions Inc. Insider Trading Activity

Rhea-AI Filing Summary

IREN Limited (Ticker: IREN) filed a Form 4 detailing an insider equity award to Co-Chief Executive Officer and Director Daniel John Roberts.

• Transaction date: 01 July 2025; filing signed 03 July 2025.
• Security type: Ordinary Shares delivered via restricted stock units (RSUs).
• Quantity granted: 1,793,392 RSUs at a stated price of $0, reflecting a compensation award rather than an open-market purchase.
• Post-grant beneficial ownership: 14,989,696 ordinary shares held indirectly through Awassi Capital Trust #2, over which Roberts retains control.
• The RSUs will vest only if the executive satisfies applicable vesting conditions; no further details on cliff or performance criteria were disclosed.

The filing signals continued equity-based compensation for senior management and marginally increases potential future share count by roughly 1.8 million shares once the RSUs vest and convert. Absent information on IREN’s total shares outstanding, the precise dilution impact cannot be quantified. Investors may view the award as aligning executive incentives with shareholder value, while also monitoring cumulative dilution from equity-based pay.

Positive

• Large insider equity award indicates management confidence and aligns executive incentives with shareholder returns.

Negative

• Potential dilution of approximately 1.79 million shares once RSUs vest, depending on total shares outstanding.

Insights

Securities Analyst

TL;DR: Routine RSU grant increases Co-CEO’s indirect stake to 14.99 M shares; dilution modest, governance neutral.

The 1.79 M-unit RSU award represents a non-cash compensation expense and has no immediate cash impact. Because the units convert at $0, they will expand share count upon vesting. If IREN’s float is large (>100 M), the dilution is roughly 1–2 %; otherwise impact rises. The award keeps Roberts’ economic interests aligned with shareholders, a mild positive from an agency-cost standpoint. No insider selling occurred, so the filing does not carry a negative sentiment signal. Overall market impact should be limited unless the company’s equity compensation trend accelerates.

Corporate Governance Expert

TL;DR: Equity-heavy pay mix reinforces alignment but adds future dilution risk; impact neutral-to-slightly positive.

Granting nearly 1.8 M RSUs to a sitting Co-CEO indicates the board prioritises long-term, equity-based incentives. Because the RSUs are held via a controlled trust, governance standards for disclosure are met, and the executive disclaims beneficial ownership beyond pecuniary interests, limiting related-party concerns. Investors should request clarity on vesting triggers to verify they are performance-based rather than time-based. Without such information, dilution could occur regardless of outcome achievement. Nonetheless, maintaining a significant insider stake (≈15 M shares) can align decision-making with shareholder value creation. I assign a neutral rating given balanced pros and cons.

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^*

Chamoun George

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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)	07/01/2025		F		9,422(2)	D	$16.48	2,644,945	D
Common Stock(1)	07/01/2025		F		13,401(2)	D	$16.48	2,631,544	D
Common Stock(1)	07/01/2025		F		10,597(2)	D	$16.48	2,620,947	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

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. 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.

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.
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.

FAQ

What insider transaction did Co-CEO Daniel Roberts report in the July 2025 Form 4 for IREN?

He was granted 1,793,392 restricted stock units convertible into ordinary shares at a price of $0.

How many IREN shares does Daniel Roberts beneficially own after the RSU grant?

Following the transaction, his indirect stake totals 14,989,696 ordinary shares held via Awassi Capital Trust #2.

Did the RSU grant involve any cash outlay or exercise price?

No. The RSUs were granted at a $0 conversion price, reflecting a compensation award.

When were the RSUs granted and when was the Form 4 signed?

The grant date is 01 July 2025; the Form 4 was signed on 03 July 2025.

Through which entity does Daniel Roberts hold his IREN shares?

Shares and RSUs are held indirectly via Awassi Capital Trust #2, over which Roberts controls the trustee.