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ACV Auctions (ACVA) Chief Legal Officer reports Form 4 tax share withholding

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ACV Auctions Inc. reported insider equity activity by its Chief Legal Officer on a Form 4. On 01/02/2026, multiple entries of common stock were reported with transaction code "F" at a price of $8.29 per share. The filing explains that these shares were withheld by the company to cover tax liabilities upon the vesting of previously granted time-based restricted stock units, and do not represent discretionary open-market sales.

Following the reported tax-withholding transactions, the reporting person beneficially owned 389,317 shares of ACV Auctions common stock in direct form. This total includes 897 shares acquired through the company’s 2021 Employee Stock Purchase Plan for the purchase period from 06/01/2025 to 11/30/2025.

Positive

  • None.

Negative

  • None.
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)
01/02/2026
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 01/02/2026 F 2,909(1) D $8.29 403,130 D
Common Stock 01/02/2026 F 3,553(1) D $8.29 399,577 D
Common Stock 01/02/2026 F 6,517(1) D $8.29 393,060 D
Common Stock 01/02/2026 F 4,640(1) D $8.29 389,317(2) 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. 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.
2. Includes 897 shares acquired pursuant to the Company's 2021 Employee Stock Purchase Plan (ESPP) for the purchase period of 6/1/2025 to 11/30/2025.
Remarks:
/s/ Michelle Webb, Attorney-in-Fact 01/06/2026
** 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 activity did ACV Auctions Inc. (ACVA) report in this Form 4?

The Form 4 reports that ACV Auctions Inc.’s Chief Legal Officer had shares of common stock withheld by the company on 01/02/2026 to satisfy tax obligations related to vesting restricted stock units, coded as transaction type "F" at $8.29 per share.

Does the ACV Auctions (ACVA) Form 4 reflect open-market sales by the insider?

No. The filing states that the reported shares were withheld by the issuer to cover tax liability upon vesting of time-based restricted stock units and do not represent a discretionary sale by the reporting person.

How many ACV Auctions (ACVA) shares does the reporting person own after these transactions?

After the reported tax-withholding transactions, the reporting person beneficially owned 389,317 shares of ACV Auctions Inc. common stock in direct ownership.

What role does the insider hold at ACV Auctions Inc. (ACVA)?

The reporting person is an officer of ACV Auctions Inc., serving as the company’s Chief Legal Officer, as indicated in the relationship section of the Form 4.

What is the significance of the $8.29 price on the ACV Auctions (ACVA) Form 4?

The Form 4 shows multiple tax-withholding transactions in common stock on 01/02/2026, each at a price of $8.29 per share, which is the price used to determine the value of shares withheld to cover the insider’s tax liability.

How many ACV Auctions (ACVA) shares were acquired through the ESPP mentioned in the Form 4?

The explanation notes that the insider’s holdings include 897 shares acquired under ACV Auctions Inc.’s 2021 Employee Stock Purchase Plan for the purchase period from 06/01/2025 to 11/30/2025.

Is the ACV Auctions (ACVA) Form 4 filed by a single reporting person or a group?

The Form 4 indicates that it is filed by one reporting person, not by more than one reporting person or a group.

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