ACV Auctions (NASDAQ: ACVA) officer details tax-withheld RSU shares

Rhea-AI Filing Summary

ACV Auctions Inc. reported insider equity activity by its Chief Sales Officer in connection with the vesting of time-based restricted stock units. On 01/02/2026, the company withheld 4,399, 3,924, and 5,582 shares of common stock at a price of $8.29 per share to cover the reporting person’s tax obligations, which the filing notes did not represent discretionary sales. After these transactions, the officer beneficially owned up to 354,502 shares of common stock. The holdings also include 1,193 shares acquired under ACV Auctions’ 2021 Employee Stock Purchase Plan for the purchase period from June 1, 2025 to November 30, 2025.

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

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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^*

Waterman Michael

(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 Sales 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		4,399(1)	D	$8.29	362,815	D
Common Stock	01/02/2026		F		3,924(1)	D	$8.29	358,891	D
Common Stock	01/02/2026		F		5,582(1)	D	$8.29	354,502(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 1,193 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.
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FAQ

What insider transaction did ACV Auctions (ACVA) report on January 2, 2026?

The Chief Sales Officer reported multiple transactions on 01/02/2026 where shares of ACV Auctions common stock were withheld by the company to cover tax liabilities related to vesting restricted stock units.

How many ACV Auctions shares were withheld to cover taxes for the officer?

The company withheld 4,399, 3,924, and 5,582 shares of ACV Auctions common stock at a price of $8.29 per share in connection with the vesting of time-based restricted stock units.

Were the reported ACVA share transactions discretionary sales by the insider?

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

How many ACV Auctions shares did the Chief Sales Officer own after these transactions?

Following the reported transactions, the Chief Sales Officer beneficially owned up to 354,502 shares of ACV Auctions common stock.

What role does the reporting person hold at ACV Auctions (ACVA)?

The reporting person is an officer of ACV Auctions Inc., serving as the company’s Chief Sales Officer.

What is the significance of the 1,193 ACVA shares mentioned in the explanation?

The filing notes that the beneficially owned amount includes 1,193 shares acquired under the company’s 2021 Employee Stock Purchase Plan for the purchase period from 06/01/2025 to 11/30/2025.