This Amendment No. 5 (this “Amendment”) to Schedule TO amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on September 17, 2026 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), by Apple Merger Sub, Inc., a
Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Copart, Inc., a Delaware corporation (“Parent”). The Schedule TO relates to the offer by Purchaser to acquire all of the outstanding shares of
common stock, par value $0.001 per share (the “Shares”), of ACV Auctions Inc., a Delaware corporation (“ACV”), for $10.50 per Share, net to the seller in cash, without interest, subject to any applicable
withholding taxes, upon the terms and conditions set forth in the Offer to Purchase, dated September 17, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of
Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), copies of which are attached to the Schedule TO as
Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and
the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of the Schedule TO and is supplemented by the information specifically provided in this Amendment. This
Amendment should be read together with the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment have the meanings given to such terms in the Offer to Purchase.
Items 1 through 9; Item 11.
The disclosure in the
Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:
“The Offer and related withdrawal rights expired at 5:00 p.m., Eastern Time, on October 15, 2026 (such date and time, the “Expiration
Date”), and the Offer was not further extended. The Depositary has advised Purchaser that, as of the Expiration Date, 116,818,409 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing, together with
the shares owned by Parent and its affiliates, approximately 68.43% of the then issued and outstanding Shares. As of the Expiration Date, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum
Condition.
Purchaser has accepted all Shares validly tendered and not validly withdrawn pursuant to the Offer, and payment of the applicable Offer Price
for such Shares will be made promptly after the Expiration Date in accordance with the terms of the Offer and the Merger Agreement.
Following expiration
of the Offer and acceptance for payment of the Shares, Purchaser owned sufficient Shares to effect the Merger under Section 251(h) of the DGCL, without a vote of ACV’s stockholders. Accordingly, following completion of the Offer, Parent
and Purchaser effected the Merger in accordance with Section 251(h) of the DGCL, in which Purchaser merged with and into ACV, with ACV surviving the Merger and continuing as a wholly owned subsidiary of Parent.
At the Effective Time, each Share issued and outstanding (other than the Excluded Shares and Shares that are held of record by holders or beneficially owned
by owners who have properly and validly demanded, and not lost or validly withdrawn, their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the DGCL) was converted by virtue of the Merger into the right
to receive an amount in cash equal to the Offer Price, without any interest and subject to any applicable withholding of taxes. The Shares are expected to cease to trade on the New York Stock Exchange (“NYSE”) prior to the opening
of business on October 16, 2026 and will be delisted from the NYSE. Parent and ACV intend to take steps to enable the delisting of the Shares from NYSE and the deregistration of the Shares under the Exchange Act as promptly as practicable after
the Effective Time.
On October 16, 2026, Parent issued a press release announcing the expiration of the Offer and the consummation of the Merger. The
full text of the press release announcing the expiration of the Offer and the consummation of the Merger is attached as Exhibit (a)(5)(ix) to the Schedule TO and is incorporated herein by reference.”
