ACV Auctions $10.50 offer clears antitrust condition

Copart announced that the HSR Act waiting period expired and the offer’s HSR Clearance Condition was satisfied.

Rhea-AI Filing Summary

ACV Auctions Inc. is subject to Apple Merger Sub, Inc.’s offer to acquire all outstanding common shares for $10.50 per share, net to the seller in cash, without interest and subject to applicable withholding taxes. Apple Merger Sub is a wholly owned subsidiary of Copart, Inc.

Copart announced that the waiting period under the HSR Act had expired and the offer’s HSR Clearance Condition was satisfied.

Key Figures

Offer price: $10.50 per share Common stock par value: $0.001 per share Press release date: October 14, 2026

3 metrics

Offer price $10.50 per share Cash offer for ACV Auctions common stock

Common stock par value $0.001 per share ACV Auctions common stock

Press release date October 14, 2026 Copart press release announcing HSR waiting-period expiration

Key Terms

HSR Act, HSR Clearance Condition, tender offer, net to the seller

4 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.

HSR Clearance Condition regulatory

"satisfaction of the HSR Clearance Condition"

tender offer regulatory

"offer to acquire all of the outstanding shares"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

net to the seller financial

"$10.50 per Share, net to the seller in cash"

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, net to the seller in cash, without interest and subject to applicable withholding taxes.

What is the HSR status of the ACVA offer?

Copart announced that the HSR Act waiting period expired and the offer’s HSR Clearance Condition was satisfied.

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

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Available on EDGAR 10/14/2026 - 03:26 PM EDT Accepted by SEC EDGAR 10/14/2026 - 08:05 AM EDT 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

Amendment No. 4

ACV AUCTIONS INC.

(Name of Subject Company (Issuer))

APPLE MERGER SUB, INC.

(Offeror)

A Wholly Owned Subsidiary of

COPART, INC.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

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, TX 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 Professional Corporation 650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300 Austin March Brandon J. Middleton-Pratt Wilson Sonsini Goodrich & Rosati Professional Corporation 900 South Capital of Texas Highway Las Cimas IV, Fifth Floor Austin, TX 78746
(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 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 Amendment No. 4 (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.

Item 1 through 9; Item 11.

The following is added as a new fourth paragraph to the subsection captioned “U.S. Antitrust” in Section 16 “Certain Legal Matters; Regulatory Approvals”:

On October 14, 2026, Parent issued a press release announcing the expiration of the waiting period under the HSR Act and the satisfaction of the HSR Clearance Condition. The full text of the press release is attached as Exhibit (a)(5)(viii) to the Schedule TO and is incorporated by reference.

Item 12. Exhibits.

Item 12 of the Schedule TO is amended and supplemented by adding the following exhibit:

Exhibit No.		Description
(a)(5)(viii)*		Press release issued by Copart, Inc., dated October 14, 2026.

* Filed herewith

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 14, 2026

APPLE MERGER SUB, INC.
By:		/s/ Leah C. Stearns
Name:		Leah C. Stearns
Title:		Chief Financial Officer

COPART, INC.
By:		/s/ Leah C. Stearns
Name:		Leah C. Stearns
Title:		Chief Financial Officer