ACV Auctions tender offer extended to October 7

ACV shareholders are offered $10.50 per share in cash, without interest and subject to withholding tax.

Rhea-AI Filing Summary

ACV Auctions Inc. reported that the tender offer by Apple Merger Sub, a wholly owned subsidiary of Copart, has been extended to 5:00 p.m. Eastern Time on October 7, 2026, under the Merger Agreement. The offer is to purchase all outstanding ACV common shares for $10.50 per share, net to the seller in cash, without interest and subject to withholding tax. Merger Sub may extend the offer under the agreement, or the offer may be terminated earlier.

Key Figures

Offer price: $10.50 per share Extended expiration: 5:00 p.m. Eastern Time on October 7, 2026 Original expiration: One minute following 11:59 p.m. Eastern Time on September 30, 2026 +1 more

4 metrics

Offer price $10.50 per share Cash consideration, net to the seller

Extended expiration 5:00 p.m. Eastern Time on October 7, 2026 Offer expiration date and time

Original expiration One minute following 11:59 p.m. Eastern Time on September 30, 2026 Original scheduled expiration date and time

Common stock par value $0.001 per share ACV Auctions common stock

Key Terms

withdrawal rights, Letter of Transmittal, Offer Price

3 terms

withdrawal rights regulatory

"The Offer and related withdrawal rights"

A legal right that lets an investor cancel or back out of a financial transaction—such as buying shares, subscribing to an offering, or agreeing to a corporate action—within a specified short period and receive a refund or reversal. It matters because it acts like a cooling-off period or return policy: investors can change their mind if new information appears or circumstances change, reducing immediate risk and preserving liquidity while decisions are reassessed.

Letter of Transmittal regulatory

"in the related Letter of Transmittal"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Offer Price financial

"at a price per Share of $10.50 per Share"

The offer price is the amount per share that a company or underwriter sets when selling new stock or bonds to investors, like the price tag on an item in a store. It matters because it determines how much investors must pay, shapes the initial market value of the security, and influences whether demand will be strong or weak — which affects early trading performance and potential returns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is ACVA's tender offer price?

The offer price is $10.50 per share, net to the seller in cash, without interest and subject to any withholding tax.

When does ACVA's tender offer expire?

The offer is extended until 5:00 p.m. Eastern Time on October 7, 2026. Merger Sub may extend it under the Merger Agreement, or the offer may be terminated earlier.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/01/2026 - 09:04 AM Accepted by SEC EDGAR 10/01/2026 - 09:04 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

ACV Auctions Inc.

(Name of Subject Company)

ACV Auctions Inc.

(Name of Person Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

00091G104

(CUSIP Number of Class of Securities)

Leanne Fitzgerald

Chief Legal and Administrative Officer

ACV Auctions Inc.

640 Ellicott St #321

Buffalo, NY 14203

(800) 553-4070

(Name, address, and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

With copies to:

Nicole Brookshire

Paul S. Scrivano

Michael Davis

Davis Polk & Wardwell LLP

450 Lexington Ave.

New York, NY 10017

(212) 450-4000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 2 to Schedule 14D-9 (this “Amendment No. 2”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by ACV Auctions Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on September 17, 2026 (as amended or supplemented from time to time, the “Schedule 14D-9”), with respect to the offer by Apple Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Copart, Inc., a Delaware corporation (“Parent”), to purchase all outstanding shares of common stock, par value $0.001 per share (“Shares”), of the Company, at a price per Share of $10.50 per Share, net to the seller in cash, without interest, subject to any withholding tax (the “Offer Price”), upon the terms and subject to the conditions described in the Offer to Purchase, dated as of September 17, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”).

The Offer is described in a Tender Offer Statement filed under cover of Schedule TO with the SEC on September 17, 2026, by Parent and Merger Sub (as amended or supplemented from time to time).

Capitalized terms used in this Amendment No. 2 but not defined herein shall have the respective meaning given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. This Amendment No. 2 is being filed to disclose certain updates as reflected below.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON

Item 2 of the Schedule 14D-9 is hereby amended and supplemented as follows:

The third sentence in the second paragraph of the subsection titled “Tender Offer” is deleted and replaced with the following:

“The Offer and related withdrawal rights were originally scheduled to expire at one minute following 11:59 p.m., Eastern Time, on September 30, 2026 (such date and time, the “Original Expiration Date”). In accordance with the terms of the Merger Agreement, the Offer has been extended until 5:00 p.m., Eastern Time, on October 7, 2026 (the “Expiration Date”), unless Merger Sub extends the Offer in accordance with the terms of the Merger Agreement, in which event the term “Expiration Date” will mean the date to which the expiration date of the Offer is so extended, or the Offer is earlier terminated.”

ITEM 9. EXHIBITS

Item 9 of the Schedule 14D-9 is hereby amended and supplemented as follows:

The following Exhibits are filed herewith or incorporated herein by reference:

Exhibit No.		Description
(a)(5)(D)		Press release issued by Parent, dated October  1, 2026 (incorporated by reference to Exhibit (a)(5)(vi) to the Schedule TO Amendment No. 2 of Parent and Merger Sub filed October 1, 2026).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.

ACV Auctions Inc.
By:		/s/ George Chamoun
Name:		George Chamoun
Title:		Chief Executive Officer
Dated:		October 1, 2026