ACV Auctions' Waterman tenders 1.04M shares
Tendered shares received $10.50 per share in cash, while restricted stock awards converted and eligible vested options were canceled for cash.
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Form Type
4
Rhea-AI Filing Summary
ACV Auctions Inc. Chief Sales Officer Michael Waterman reported merger-related transactions on October 16, 2026, including the disposition of 1,037,462 common shares in the tender offer. The shares were exchanged for $10.50 per share in cash, without interest and subject to any required withholding tax.
Waterman also acquired 252,279 shares under performance-based restricted stock unit awards deemed to meet target vesting conditions. His 259,835 vested options, with a $0.14 per-share exercise price, were canceled for a cash payment based on the excess of the merger consideration over the exercise price; his reported option holdings afterward were zero. His outstanding restricted stock unit awards were assumed by Copart and converted into time-based awards. No Rule 10b5-1 plan is reported.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Waterman Michael
Role
Chief Sales Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F3, F4 | 259,835 | -- | -- |
| Grant/Award | Common Stock F1, F2 | 252,279 | $0.00 | $0.00 |
| Tender Offer | Common Stock F1, F3, F4 | 1,037,462 | -- | -- |
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
Common shares tendered: 1,037,462 shares
Merger consideration: $10.50 per share
Performance-based restricted stock unit award: 252,279 shares
+3 more
6 metrics
Common shares tendered
1,037,462 shares
October 16, 2026
Merger consideration
$10.50 per share
Cash consideration for shares tendered
Performance-based restricted stock unit award
252,279 shares
Award reported October 16, 2026
Vested options canceled
259,835 options
October 16, 2026
Option exercise price
$0.14 per share
Exercise price of the canceled options
Options following transaction
0 options
Reported resulting position
Key Terms
Merger Consideration, performance-based restricted stock units, Exchange Ratio, time-based restricted stock unit award, +1 more
5 terms
Merger Consideration financial
"$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 technical
"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.
Exchange Ratio technical
"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.
time-based restricted stock unit award technical
"converted into a time-based restricted stock unit award"
tender offer regulatory
"Disposition pursuant to a tender offer"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happened to Michael Waterman's ACVA options and restricted stock unit awards?
His 259,835 vested options with a $0.14 per-share exercise price were canceled for a cash payment based on the amount by which $10.50 exceeded the exercise price, subject to required withholding taxes. His outstanding restricted stock unit awards were assumed by Copart and converted into time-based awards using the Exchange Ratio.
AI-generated analysis. How Rhea-AI works. Not financial advice.
