ACV Auctions details proposed Copart cash tender offer

ACV Auctions Inc. (ACVA) is the subject of a proposed acquisition by Copart, Inc., which plans to acquire ACV through a cash tender offer followed by a merger under an Agreement and Plan of Merger dated September 10, 2026.

Rhea-AI Filing Summary

ACV Auctions Inc. (ACVA) is the subject of a proposed acquisition by Copart, Inc., which plans to acquire ACV through a cash tender offer followed by a merger under an Agreement and Plan of Merger dated September 10, 2026. The tender offer has not yet commenced, and this communication is a pre-offer notice rather than an offer to purchase. Copart and its wholly owned subsidiary Apple Merger Sub, Inc. intend to file a full Tender Offer Statement on Schedule TO, after which ACV will file a Solicitation/Recommendation Statement on Schedule 14D‑9 for its stockholders. The parties highlight numerous forward‑looking risks, including possible failure to complete the tender offer or merger, regulatory approvals, integration challenges, competing proposals, and potential stockholder litigation.

Filing Explained

The proposed acquisition remains at the pre-offer stage, and this filing supplies no purchase price or consideration terms; ACV holders therefore cannot assess the transaction’s economic exchange from this disclosure.

Key Figures

Merger Agreement date: September 10, 2026 Number of exhibits: 2 exhibits Schedule references: Schedule TO and Schedule 14D-9

3 metrics

Merger Agreement date September 10, 2026 Date of the Agreement and Plan of Merger among ACV Auctions, Copart and Apple Merger Sub

Number of exhibits 2 exhibits Social media posts and an investor presentation of Copart, Inc. listed as Exhibits 99.1 and 99.2

Schedule references Schedule TO and Schedule 14D-9 Core SEC schedules to be filed for the tender offer and ACV’s recommendation

Key Terms

Tender Offer Statement on Schedule TO, Solicitation/Recommendation Statement on Schedule 14D-9, forward-looking statements, termination fee, +1 more

5 terms

Tender Offer Statement on Schedule TO regulatory

"Parent and Merger Sub will file a Tender Offer Statement on Schedule TO"

A tender offer statement on Schedule TO is a formal regulatory filing that lays out the full terms, timeline, and conditions of a public offer to buy shares from existing shareholders. Think of it as a detailed invitation that explains who is buying, how much they’ll pay, how long the offer runs, and any rules or financing behind it. Investors use it to judge the fairness, likelihood and timing of a buyout and its likely effect on share value and control.

Solicitation/Recommendation Statement on Schedule 14D-9 regulatory

"ACV thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9"

forward-looking statements regulatory

"The contents of this Tender Offer Statement include statements that are, or may be deemed to be, “forward-looking statements.”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

termination fee financial

"could give rise to the termination of the merger agreement, including in circumstances that would require ACV to pay a termination fee"

A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.

cost and revenue synergies financial

"the anticipated benefits, cost and revenue synergies and other opportunities of the transaction"

FAQ

What transaction involving ACVA is described in this Schedule TO-C filing?

The filing describes a proposed acquisition of ACV Auctions Inc. (ACVA) by Copart, Inc. via a cash tender offer by Apple Merger Sub, Inc., a wholly owned Copart subsidiary, followed by a merger under an Agreement and Plan of Merger dated September 10, 2026.

Has the tender offer for ACVA shares commenced yet?

No. The filing states that the tender offer has not yet commenced. It is an informational communication only and not an offer to purchase or a solicitation to sell any securities of ACV Auctions Inc.

What SEC filings will relate to the ACVA tender offer?

Copart and Apple Merger Sub will file a Tender Offer Statement on Schedule TO with an offer to purchase, letter of transmittal and related documents. ACV Auctions will then file a Solicitation/Recommendation Statement on Schedule 14D‑9 regarding the offer.

Where can ACVA investors access the tender offer and related documents?

The Schedule TO, Schedule 14D‑9 and related documents will be available for free on the SEC’s website and under Copart’s “Financial Resources—All SEC filings” section and ACV Auctions’ “SEC Filings” section of their respective investor relations websites.

What key risks does Copart highlight regarding the ACVA tender offer and merger?

Risks include uncertainties about timing and completion of the tender offer and merger, percentage of shares tendered, possible competing proposals, regulatory approvals and conditions, integration challenges, potential termination of the merger agreement with a termination fee, and stockholder litigation.

What forward-looking information about ACVA and Copart is included?

Forward-looking statements address the tender offer and merger, expected benefits and synergies, impact on Copart’s revenue growth and earnings per share, and integration of ACV’s business, technology and personnel, all subject to the risks and uncertainties outlined in this communication and in each company’s SEC reports.

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

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Available on EDGAR 09/11/2026 - 06:04 AM Accepted by SEC EDGAR 09/10/2026 - 09:45 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

ACV AUCTIONS INC.

(Name of Subject Company – Issuer)

APPLE MERGER SUB, INC.

a wholly owned subsidiary of

COPART, INC.

(Names of Filing Persons — Offerors)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

00091G104

(CUSIP Number of Class of Securities)

A. Jayson Adair

Chief Executive Officer

Copart, Inc.

14185 Dallas Parkway, Suite 300

Dallas, Texas 75254

(972) 391-5000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Martin Korman

Douglas K. Schnell

Broderick K. Henry, Jr.

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO consists of the following communications related to the proposed acquisition of ACV Auctions Inc., a Delaware corporation (“ACV”), pursuant to the terms of the Agreement and Plan of Merger, dated as of September 10, 2026 (the “Merger Agreement”), among ACV, Copart, Inc., a Delaware corporation (“Parent”) and Apple Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent.

i. Social media posts of Parent, dated September 10, 2026

ii. Transcript of Parent Investor Presentation, dated September 10, 2026

Additional Information and Where to Find It

The tender offer has not yet commenced. This document is for informational purposes only and is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any securities of ACV or any other entity, nor is it a substitute for any tender offer materials that Parent, Merger Sub or ACV will file with the U.S. Securities and Exchange Commission (“SEC”). A solicitation and an offer to buy securities of ACV will be made only pursuant to an offer to purchase and related materials that Parent and Merger Sub intend to file with the SEC. At the time the tender offer is commenced, Parent and Merger Sub will file a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the SEC, and ACV thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.

SECURITYHOLDERS AND OTHER INVESTORS ARE URGED TO CAREFULLY READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITYHOLDERS SHOULD READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be sent to all stockholders of ACV at no expense to them.

The Tender Offer Statement on Schedule TO, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents will be made available for free at the SEC’s website at https://www.sec.gov/ and under the “Financial Resources—All SEC filings” section of Parent’s investor relations website at https://www.copart.com/content/us/en/investor-relations. The Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents that ACV has filed with or furnished to the SEC will be made available for free at the SEC’s website at https://www.sec.gov/ and under the “SEC Filings” section of ACV’s investor relations website at https://investors.acvauto.com.

Forward-Looking Statements

The contents of this Tender Offer Statement include statements that are, or may be deemed to be, “forward-looking statements.” These forward-looking statements generally can be identified by the use of forward-looking words, such as “aim”, “anticipate”, “aspire”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “entail”, “forecast”, “future”, “goals”, “hope”, “intend”, “is designed to”, “likely”, “may”, “might”, “objective”, “plan”, “possible”, “potential”, “pursue”, “project”, “predict”, “seek”, “should”, “strategy”, “target”, “will” and other words and terms of similar meaning and expression, including in connection with any discussion of future operating or financial performance. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance.

Forward-looking statements include, without limitation, statements regarding the tender offer, the merger and other related matters; prospective performance and opportunities; post-closing operations and the outlook for the businesses of ACV and Parent, including, without limitation, the anticipated benefits, cost and revenue synergies and other opportunities of the transaction, the expected impact of the transaction on Parent’s revenue growth, the combined company’s growth profile and strategy, the expected impact to Parent’s earnings per share, and the ability of Parent to integrate ACV and to advance its business, products, technology and platform; and any assumptions underlying any of the foregoing.

Parent’s and ACV’s actual results may differ materially from those predicted by the forward-looking statements as a result of various important factors, including but not limited to, uncertainties as to the timing of the tender offer and the merger; the risk that the tender offer or the merger may not be completed in a timely manner or at all; uncertainties as to the percentage of ACV’s stockholders tendering their shares in the tender offer; the possibility that competing offers or acquisition proposals for ACV will be made; the possibility that any or all of the various conditions to the consummation of the tender offer or the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), including the risk that the anticipated cost and revenue synergies and other benefits of the transaction are not realized when expected or at all; risks related to the integration of ACV’s business, operations, technology and personnel; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require ACV to pay a termination fee or other expenses; the effect of the announcement or pendency of the transactions contemplated by the merger agreement on Parent’s business; the effect of the announcement or pendency of the transactions contemplated by the merger agreement on ACV’s business, its ability to retain and hire key personnel, its ability to maintain relationships with its suppliers and others with whom it does business, or its operating results and business generally; risks related to diverting management’s attention from Parent’s and ACV’s ongoing business operations; the risk that stockholder litigation in connection with the transactions contemplated by the merger agreement may result in significant costs of defense, indemnification and liability.

A further list and description of these and other risks, uncertainties, and factors that could cause actual results to differ materially from those referred to in the forward-looking statements can be found in Parent’s SEC filings and reports, including in Parent’s most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, as well as in ACV’s most recent Annual Report on Form 10-K and its subsequent filings and reports filed with the SEC. Given these risks and uncertainties, the reader is advised not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this Tender Offer Statement. Parent undertakes no obligation to publicly update or revise the information in this Tender Offer Statement, including any forward-looking statements, except as may be required by law.

Item 12. Exhibits.

Exhibit		Description
99.1		Social media posts of Copart, Inc., dated September 10, 2026.
99.2		Transcript of Copart, Inc. Investor Presentation, dated September 10, 2026.