ACV Auctions $10.50 offer extended to October 15

The offer may be extended further under the merger agreement or terminated before the revised deadline.

Rhea-AI Filing Summary

ACV Auctions Inc. reported that the offer by Apple Merger Sub, Inc., a wholly owned subsidiary of Copart, Inc., to buy all outstanding common shares for $10.50 per share has been extended. The price is net to sellers in cash, without interest and subject to withholding tax. The offer expiration was extended from October 7, 2026, to 5:00 p.m. Eastern Time on October 15, 2026, unless Merger Sub further extends it under the merger agreement or the offer is terminated earlier.

Key Figures

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

4 metrics

Offer price $10.50 per share Cash consideration for each share

Original expiration September 30, 2026, one minute following 11:59 p.m. Eastern Time Original scheduled expiration of the offer and related withdrawal rights

First extended expiration October 7, 2026, at 5:00 p.m. Eastern Time First extension of the offer

Expiration date October 15, 2026, at 5:00 p.m. Eastern Time Further-extended expiration, subject to further extension or earlier termination

Key Terms

Offer Price, withdrawal rights, Letter of Transmittal, withholding tax

4 terms

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.

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

"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.

withholding tax financial

"subject to any withholding tax"

Withholding tax is a government-required portion of a payment—such as dividends, interest, or salary—that the payer keeps back and sends directly to tax authorities before the recipient receives the money. For investors it reduces the cash they actually get and changes the after-tax return on an investment; rates and refund or credit rules vary by country and can materially affect comparisons between similar investments, like a cashier holding part of a bill to cover taxes.

FAQ

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

What is the ACVA tender offer price?

The offer price is $10.50 per share for all outstanding ACV Auctions common shares, net to the seller in cash, without interest and subject to withholding tax.

When does the ACVA tender offer expire?

The offer is scheduled to expire at 5:00 p.m. Eastern Time on October 15, 2026, unless Merger Sub further extends it under the merger agreement or the offer is terminated earlier.

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

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Available on EDGAR 10/08/2026 - 08:55 AM Accepted by SEC EDGAR 10/08/2026 - 08:54 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. 3)

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. 3 to Schedule 14D-9 (this “Amendment No. 3”) 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. 3 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. 3 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 Original Expiration Date of the Offer was first extended until 5:00 p.m., Eastern Time, on October 7, 2026 (such date and time, the “First Extension Expiration Date”), and has been further extended until 5:00 p.m., Eastern Time, on October 15, 2026 (the “Expiration Date”), unless Merger Sub further 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)(E)		Press release issued by Parent, dated October  8, 2026 (incorporated by reference to Exhibit (a)(5)(vii) to the Schedule TO Amendment No. 3 of Parent and Merger Sub filed October 8, 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 8, 2026