This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission on September 17, 2026 (together with any 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 expressly incorporated 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 but not otherwise defined in this Amendment have the meanings given to such terms in the Offer to Purchase.
Items 1 through 9 and Item 11.
The Offer to
Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent that such Items incorporate by reference the information contained in the Offer to Purchase, are amended and supplemented as follows:
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1. |
All references to “5:00 p.m., Eastern Time, on October 7, 2026” set forth in the Offer to
Purchase (Exhibit (a)(1)(i)), Letter of Transmittal (Exhibit (a)(1)(ii)), Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(iii)), Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (Exhibit (a)(1)(iv)), and Notice of Guaranteed Delivery (Exhibit (a)(1)(v)) are amended and replaced with “5:00 p.m., Eastern Time, on October 15, 2026.” |
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2. |
The second paragraph on the cover page is amended and supplemented as follows: |
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. Computershare Trust Company, N.A., the depositary and paying
agent for the Offer, has advised Purchaser that, as of the First Extension Expiration Date, approximately 90,199,271 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 52.84% of the then
issued and outstanding Shares.
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3. |
The second paragraph of the section titled “Summary Term Sheet” is amended and supplemented as
follows: |
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 Depositary has advised Purchaser that,
as of the First Extension Expiration Date, approximately 90,199,271 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 52.84% of the then issued and outstanding Shares.
