ACV Auctions antitrust wait expires October 13

The tender offer provides $10.50 per share in cash, and the HSR waiting-period condition has been satisfied.

Rhea-AI Filing Summary

ACV Auctions Inc. disclosed that the HSR Act waiting period for the tender offer expired at 11:59 p.m. Eastern Time on October 13, 2026, satisfying the merger agreement condition that the applicable waiting period expire or be terminated.

Copart Inc.’s wholly owned subsidiary, Apple Merger Sub, Inc., is offering 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. ACV and Copart filed their premerger forms on September 11, 2026; Copart withdrew and refiled its form on September 28, 2026, to give the FTC and Antitrust Division additional time to review the acquisition.

Key Figures

Offer price: $10.50 per share HSR waiting period expiration: 11:59 p.m. Eastern Time on October 13, 2026 Premerger forms filed: September 11, 2026 +1 more

4 metrics

Offer price $10.50 per share Cash, net to the seller, without interest and subject to withholding tax

HSR waiting period expiration 11:59 p.m. Eastern Time on October 13, 2026 The applicable waiting-period condition was satisfied

Premerger forms filed September 11, 2026 ACV and Copart filed forms with the FTC and Antitrust Division

Premerger form refiled September 28, 2026 Copart withdrew and refiled its form

Key Terms

HSR Act, Premerger Notification and Report Form, Letter of Transmittal

3 terms

HSR Act regulatory

"waiting period under the HSR Act"

The HSR Act (Hart‑Scott‑Rodino Antitrust Improvements Act) requires companies in the United States to notify federal regulators and observe a waiting period before completing certain large mergers or acquisitions so authorities can check for anti-competitive effects. For investors it matters because the review can delay or block deals, force changes such as selling assets, and alter the expected value or timing of a transaction—like needing a permit before finalizing a major home renovation.

Premerger Notification and Report Form regulatory

"filed a Premerger Notification and Report Form with the FTC"

Letter of Transmittal regulatory

"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.

FAQ

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

Has the antitrust waiting period for ACVA’s tender offer expired?

Yes. The HSR Act waiting period expired at 11:59 p.m. Eastern Time on October 13, 2026, satisfying the applicable waiting-period condition in the merger agreement.

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

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Available on EDGAR 10/14/2026 - 08:33 AM EDT Accepted by SEC EDGAR 10/14/2026 - 08:33 AM EDT 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. 4)

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. 4 to Schedule 14D-9 (this “Amendment No. 4”) 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. 4 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. 4 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 the following paragraph at the end of the subsection titled “Regulatory Approvals”:

“On September 11, 2026, each of Parent and the Company filed a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer. On September 28, 2026, Parent voluntarily withdrew its Premerger Notification and Report Form under the HSR Act with respect to the Offer and the Merger in order to provide the Antitrust Division and the FTC with additional time to review the acquisition. Parent refiled its Premerger Notification and Report Form with the Antitrust Division and the FTC on September 28, 2026. The required waiting period under the HSR Act with respect to the Offer expired at 11:59 p.m., Eastern Time, on October 13, 2026. Accordingly, the condition set forth in clause (B) of Annex I to the Merger Agreement, requiring that the waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated, has been satisfied.”

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)(F)		Press release issued by Parent, dated October  14, 2026 (incorporated by reference to Exhibit (a)(5)(viii) to the Schedule TO Amendment No. 4 of Parent and Merger Sub filed October 14, 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 14, 2026