This Amendment No. 5 to Schedule 14D-9 (this
“Amendment No. 5”) 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. 5 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. 5 is being filed to disclose certain updates as reflected below.
| ITEM 8. |
ADDITIONAL INFORMATION |
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding a new section titled
“Expiration of the Offering Period” immediately before the section titled “Forward-Looking Statements” as follows:
“The Offer and related withdrawal rights expired at one minute after 5:00 p.m., Eastern Time, on October 15, 2026 (the
“Expiration Date”) and was not extended. Computershare Trust Company, N.A., in its capacity as depositary and paying agent for the Offer, advised Merger Sub that, as of the expiration of the Offer, a total of 116,818,409 Shares
were validly tendered and not validly withdrawn, representing, together with shares already owned by Parent and its affiliates, approximately 68.43% of the Shares outstanding as of the Expiration Date.
As of the Expiration Date, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the minimum tender
condition set forth in the Merger Agreement, and all other conditions to the Offer were satisfied or waived. Following the Expiration Date, Merger Sub irrevocably accepted for payment, and will promptly pay for, all Shares tendered and not validly
withdrawn pursuant to the Offer in accordance with the terms of the Offer and the Merger Agreement.
Parent and Merger Sub completed the
acquisition of the Company on October 16, 2026 by consummating the Merger pursuant to the Merger Agreement without a vote of the Company stockholders in accordance with Section 251(h) of the DGCL, with the Company continuing as the
surviving corporation in the Merger and as a direct wholly owned subsidiary of Parent. At the Effective Time, each issued and outstanding Share (other than the Excluded Shares and Shares held by stockholders of record or held by beneficial owners
who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the
Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL) was converted into the right to receive $10.50 per Share in cash, without any interest thereon, subject to any withholding tax.
Following the consummation of the Merger, the Shares will be delisted and will cease to trade on the NYSE. Parent and Merger Sub intend
to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.”
