Copart unit offers $10.50 a share for ACV Auctions

ACV Auctions Inc. (ACVA) is the subject of a cash tender offer in which Apple Merger Sub, Inc., a wholly owned subsidiary of Copart, Inc., is offering to acquire all outstanding ACV common shares.

Rhea-AI Filing Summary

ACV Auctions Inc. (ACVA) is the subject of a cash tender offer in which Apple Merger Sub, Inc., a wholly owned subsidiary of Copart, Inc., is offering to acquire all outstanding ACV common shares. Stockholders are being offered $10.50 per share in cash, net to the seller, without interest and subject to applicable tax withholding.

The offer is being made on the terms and subject to the conditions described in an Offer to Purchase dated September 17, 2026 and a related Letter of Transmittal, which are being mailed to ACV stockholders together with ACV’s Schedule 14D-9. The tender offer is part of a broader transaction governed by an Agreement and Plan of Merger dated September 10, 2026 among ACV Auctions Inc., Copart, Inc. and Apple Merger Sub, Inc.

Key Figures

Tender offer price per share: $10.50 per share Par value per ACV common share: $0.001 per share Offer to Purchase date: September 17, 2026 +1 more

4 metrics

Tender offer price per share $10.50 per share Cash consideration offered for each outstanding ACV common share

Par value per ACV common share $0.001 per share Par value of ACV Auctions Inc. common stock subject to the offer

Offer to Purchase date September 17, 2026 Date of the Offer to Purchase sent to ACV stockholders

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

Key Terms

tender offer, Offer to Purchase, Letter of Transmittal, Schedule 14D-9, +1 more

5 terms

tender offer regulatory

"This Tender Offer Statement on Schedule TO relates to the offer"

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.

Offer to Purchase regulatory

"upon the terms and subject to the conditions set forth in the Offer to Purchase"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal regulatory

"and the related Letter of Transmittal (as it may be amended"

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.

Schedule 14D-9 regulatory

"together with the Schedule 14D-9 filed by ACV with the Securities"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

Agreement and Plan of Merger regulatory

"Agreement and Plan of Merger, dated as of September 10, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

FAQ

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

What is Copart offering to pay per share for ACV Auctions Inc. (ACVA)?

The offeror, Apple Merger Sub, Inc., is offering $10.50 in cash per ACV common share, net to the seller, without interest and subject to applicable tax withholding, as described in the Offer to Purchase dated September 17, 2026.

Who is making the tender offer for ACV Auctions Inc. (ACVA) shares?

The tender offer is being made by Apple Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Copart, Inc., pursuant to an Agreement and Plan of Merger among ACV Auctions Inc., Copart, Inc. and Apple Merger Sub, Inc.

Which ACV Auctions (ACVA) securities are subject to the tender offer?

The tender offer covers all outstanding shares of common stock of ACV Auctions Inc., each with a par value of $0.001 per share, on the terms set out in the Offer to Purchase and Letter of Transmittal.

What key documents govern the ACVA tender offer by Copart’s subsidiary?

The transaction is governed primarily by the Offer to Purchase dated September 17, 2026, the related Letter of Transmittal, and the Agreement and Plan of Merger dated September 10, 2026 among ACV Auctions Inc., Copart, Inc. and Apple Merger Sub, Inc.

How will ACV Auctions (ACVA) stockholders receive details of the tender offer?

ACV stockholders are being sent the Offer to Purchase and Letter of Transmittal, which are mailed together with ACV’s Schedule 14D-9 filed with the SEC on September 17, 2026, providing further details and the board’s position.

Is the ACVA tender offer part of a larger merger transaction?

Yes. The tender offer forms part of a broader transaction under an Agreement and Plan of Merger dated September 10, 2026 among ACV Auctions Inc., Copart, Inc. and Apple Merger Sub, Inc.

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

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Available on EDGAR 09/17/2026 - 08:37 AM Accepted by SEC EDGAR 09/17/2026 - 08:36 AM 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.

(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)

Items 1 through 9 and Item 11.

This Tender Offer Statement on Schedule TO (together with any amendments or supplements hereto, this “Schedule TO”) relates to the offer by Apple Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Copart, Inc., a Delaware corporation (“Parent”), 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 of taxes, upon the terms and subject to the 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 hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. The Offer to Purchase and the Letter of Transmittal are being mailed to stockholders of ACV together with the Schedule 14D-9 filed by ACV with the Securities and Exchange Commission (the “SEC”) on September 17, 2026.

The information set forth in the Offer to Purchase, including all schedules thereto, is expressly incorporated by reference in response to all of the items of this Schedule TO, except as otherwise set forth below.

Item 10. Financial Statements.

Not applicable.

Item 12. Exhibits.

Exhibit No.		Description
(a)(1)(i)*		Offer to Purchase, dated September 17, 2026.
(a)(1)(ii)*		Form of Letter of Transmittal (including IRS Form W-9).
(a)(1)(iii)*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(iv)*		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)*		Form of Notice of Guaranteed Delivery.
(a)(5)(i)		Joint press release issued by Copart, Inc. and ACV, dated September  10, 2026 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Copart, Inc. with the SEC on September 10, 2026).
(a)(5)(ii)		Investor presentation of Copart, Inc., dated September 10, 2026 (incorporated by reference to Exhibit  99.2 to the Current Report on Form 8-K filed by Copart, Inc. with the SEC on September 10, 2026).
(a)(5)(iii)		Social media posts of Copart, Inc., dated September 10, 2026 (incorporated by reference to Exhibit 99.1 to the Pre-Commencement Communication on Schedule TO filed by Copart, Inc. with the SEC on September 11, 2026).
(a)(5)(iv)		Transcript of Copart, Inc. investor presentation, dated September 10, 2026 (incorporated by reference to Exhibit 99.2 to the Pre-Commencement Communication on Schedule TO filed by Copart, Inc. with the SEC on September 11, 2026).
(a)(5)(v)*		Press release issued by Copart, Inc., dated September 17, 2026.
(b)		Not applicable.
(c)		Not applicable.
(d)(1)**		Agreement and Plan of Merger, dated as of September  10, 2026, by and among ACV Auctions Inc., Copart, Inc. and Apple Merger Sub, Inc. (incorporated by reference to Exhibit  2.1 to the Current Report on Form 8-K filed by Copart, Inc. with the SEC on September 10, 2026).
(d)(2)		Form of Support Agreement, dated as of September  10, 2026, by and between Copart, Inc. and certain stockholders of ACV Auctions Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Copart, Inc. with the SEC on September 10, 2026).

Exhibit No.		Description
(d)(3)*		Confidentiality and Nondisclosure Agreement, dated June 5, 2026, by and between Copart, Inc. and ACV Auctions Inc.
(g)		Not applicable.
(h)		Not applicable.
107*		Filing Fee Table.

* Filed herewith

** Certain confidential information has been omitted pursuant to Item 601(a)(5) of Regulation S-K. Copart, Inc. hereby undertakes to furnish copies of any such information to the SEC upon request.

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: September 17, 2026

APPLE MERGER SUB, INC.
By:		/s/ A. Jayson Adair
Name:		A. Jayson Adair
Title:		Chief Executive Officer

COPART, INC.
By:		/s/ A. Jayson Adair
Name:		A. Jayson Adair
Title:		Chief Executive Officer