Copart completes ACV acquisition at $10.50 a share

Eligible ACV shares were converted into rights to $10.50 in cash per share, and ACV stock ceased trading on the New York Stock Exchange.

Rhea-AI Filing Summary

Copart, Inc. (CPRT) completed its acquisition of ACV Auctions Inc. on October 16, 2026, with ACV continuing as a wholly owned subsidiary. Copart’s wholly owned subsidiary Apple Merger Sub completed a cash tender offer at $10.50 per share. By the October 15 expiration, 116,818,409 shares had been validly tendered and not properly withdrawn. Together with shares already owned by Copart and Merger Sub, these represented approximately 68.43% of ACV shares outstanding.

All tender-offer conditions were satisfied or waived, and Merger Sub accepted the tendered shares for payment. The merger closed under Section 251(h) of the Delaware General Corporation Law without an ACV stockholder meeting. Each remaining share eligible for merger consideration converted into a right to receive $10.50 in cash, without interest and subject to tax withholding. ACV shares ceased trading on the New York Stock Exchange, and ACV continues as an independent subsidiary led by its existing leadership team.

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Positive

• Moderate pointCopart completed the ACV acquisition, with 116,818,409 shares tendered.

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• None.

8-K Event Classification

3 items: 2.01, 7.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Tendered ACV shares: 116,818,409 shares Tender participation: Approximately 68.43% Cash offer price: $10.50 per share +1 more

4 metrics

Tendered ACV shares 116,818,409 shares Validly tendered and not properly withdrawn by the October 15, 2026 expiration

Tender participation Approximately 68.43% Including shares already owned by Copart and Merger Sub at the expiration

Cash offer price $10.50 per share ACV common stock; without interest and subject to applicable withholding taxes

Minimum tender condition At least one share more than 50% Shares tendered plus shares owned by Merger Sub and its affiliates

Key Terms

tender offer, appraisal rights, Section 251(h), Employee Stock Purchase Plan (ESPP)

4 terms

tender offer financial

"commenced a tender offer to purchase all of ACV’s 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.

appraisal rights regulatory

"holders who are entitled to appraisal rights"

A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.

Section 251(h) regulatory

"completed pursuant to Section 251(h) of the DGCL"

Section 251(h) is a provision in Delaware corporate law that lets a company complete a merger without holding a separate shareholder vote if a prior, qualifying tender offer already secured the required number of shares on the same terms. For investors, it matters because it shortens the timetable and reduces the risk that a merger will be blocked by a follow-up vote—think of it as a shortcut that finalizes a deal once enough stockholders have already agreed.

Employee Stock Purchase Plan (ESPP) financial

"ACV’s Employee Stock Purchase Plan (the “ESPP”)"

FAQ

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

How many ACV shares were tendered in CPRT’s acquisition?

At the October 15, 2026 expiration, 116,818,409 ACV shares had been validly tendered and not properly withdrawn. Together with shares already owned by Copart and Merger Sub, the tendered shares represented approximately 68.43% of ACV shares outstanding.

How much did Copart offer per ACV share?

The cash offer was $10.50 per share, without interest and subject to applicable withholding taxes. Eligible ACV shares not tendered in the offer converted in the merger into a right to receive the same cash consideration.

Did ACV stockholders vote on the merger?

The merger was completed under Section 251(h) of the Delaware General Corporation Law without a meeting of ACV stockholders.

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

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Available on EDGAR 10/16/2026 - 09:59 AM EDT Accepted by SEC EDGAR 10/16/2026 - 09:59 AM EDT Learn about SEC filing dates

COPART INC false 0000900075 0000900075 2026-10-16 2026-10-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 16, 2026

COPART, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-23255		94-2867490
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14185 Dallas Parkway

Suite 300

Dallas, Texas 75254

(Address of principal executive offices, including zip code)

(972) 391-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		CPRT		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2 – Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed in Parent’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2026 (the “Prior 8-K”), ACV entered into an Agreement and Plan of Merger, dated as of September 10, 2026 (the “Merger Agreement”), among ACV, Parent and Apple Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement, which was filed as an exhibit to the Prior 8-K and is incorporated herein by reference. In accordance with the terms of the Merger Agreement, on October 16, 2026, Parent completed the acquisition of ACV.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein and in the Offer to Purchase, dated September 17, 2026, and the related Letter of Transmittal, on September 17, 2026, Merger Sub commenced a tender offer (the “Offer”) to purchase all of ACV’s outstanding shares of common stock, par value $0.001 per share (“ACV Stock”), at a price per share of ACV Stock of $10.50 per share, net to the seller in cash, without interest, subject to any withholding of taxes (the “Offer Price”).

The Offer and related withdrawal rights expired at 5:00 p.m., Eastern Time, on October 15, 2026 (the “Expiration Date”) and was not extended. According to Computershare Trust Company, N.A., the depositary and paying agent for the Offer, as of the Expiration Date, 116,818,409 shares of ACV Stock were validly tendered and not properly withdrawn in the Offer, representing, together with the shares already owned by Parent and Merger Sub, approximately 68.43% of the shares of ACV Stock outstanding. The number of shares of ACV Stock tendered satisfied the condition to the Offer that there be validly tendered, and not properly withdrawn, in the Offer a number of shares of ACV Stock that, together with the shares of ACV Stock then owned by Merger Sub and its “affiliates” (as such term is defined in Section 251(h)(6) of the Delaware General Corporation Law, as amended (“DGCL”)), represent at least one share more than 50% of the shares of ACV Stock outstanding at the Expiration Date. All other conditions to the Offer were satisfied or waived as of the Expiration Date. As a result, following the Expiration Date, Merger Sub irrevocably accepted for payment, and promptly paid for, all the shares of ACV Stock tendered and not properly withdrawn pursuant to the Offer in accordance with the terms of the Offer and the Merger Agreement.

Following the consummation of the Offer, the remaining conditions to the Merger (as defined below) set forth in the Merger Agreement were satisfied or waived, and on October 16, 2026, Merger Sub merged with and into ACV (the “Merger” and, together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”), with ACV continuing as the surviving corporation and a wholly owned subsidiary of Parent. The Merger was completed pursuant to Section 251(h) of the DGCL without a meeting of stockholders of ACV. Pursuant to the Merger, each share of ACV Stock outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) shares of ACV Stock (a) owned by ACV as a treasury share at the Effective Time, (b) owned by Parent, Merger Sub or any other wholly owned Subsidiary of Parent both at the commencement of the Offer and immediately prior to the Effective Time, or (c) irrevocably accepted by Merger Sub for purchase in the Offer, and (ii) shares of ACV Stock issued and outstanding immediately prior to the Effective Time that are held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares of ACV Stock in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither validly withdrawn nor lost their rights to such appraisal and payment under the DGCL), was converted into the right to receive the Offer Price in cash, without interest, subject to any withholding of taxes (“Merger Consideration”).

In addition, pursuant to the Merger Agreement, at the Effective Time:

• each outstanding option to purchase shares of ACV Stock (“Stock Options”) which was vested and had a per share exercise price less than the Merger Consideration was canceled in exchange for the right to receive a cash payment equal to (x) the number of shares of ACV Stock subject to such Stock Option multiplied by (y) the excess of (A) the Offer Price over (B) the applicable per share exercise price of the Stock Option, subject to any withholding of taxes. Each outstanding Stock Option that was vested and had a per share exercise price equal to or greater than the Merger Consideration was canceled for no consideration;

• each unvested outstanding Stock Option was converted into an option to acquire a number of shares of common stock of Parent (a “Converted Stock Option”) determined by multiplying the number of such Stock Options by the Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share of common stock of Parent equal to the exercise price per share of such Stock Option divided by the Exchange Ratio;

• each outstanding award of restricted stock units with respect to shares of ACV Stock that was subject to vesting conditions based solely on continued employment or service (each, a “Restricted Stock Unit”), that was held by a non-employee member of the board of directors or by any former service provider of ACV was fully vested (to the extent unvested), and converted into the right to receive the Offer Price, subject to any withholding of taxes;

• each other Restricted Stock Unit was converted into a restricted stock unit award, with respect to a number of shares of common stock of Parent (a “Converted RSU”) determined by multiplying the number of shares of ACV Stock subject to such Restricted Stock Unit by the Exchange Ratio; and

• each restricted stock unit award with respect to shares of ACV Stock that includes performance-based vesting conditions (each, a “Performance Stock Unit”) was converted into a restricted stock unit award, with respect to a number of shares of common stock of Parent (a “Converted PSU”) determined by multiplying the number of shares of ACV Stock subject to such Performance Stock Unit based on the greater of target and actual performance (as determined by the Compensation Committee of the board of directors in its discretion) by the Exchange Ratio.

ACV’s Employee Stock Purchase Plan (the “ESPP”) has been terminated and all outstanding purchase rights under the ESPP have been exercised.

The foregoing description of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Prior 8-K, and is incorporated herein by reference.

Section 7 - Regulation FD

Item 7.01. Regulation FD Disclosure.

On October 16, 2026, Copart, Inc., a Delaware corporation (“Parent”), issued a press release announcing the completion of the acquisition of ACV Auctions Inc., a Delaware corporation (“ACV”), a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information in Item 7.01 and Item 9.01 of this Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)		Exhibits.
99.1		Press Release, dated October 16, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COPART, INC.
By:		/s/ Leah C. Stearns
		Leah C. Stearns, Chief Financial Officer
		Principal Financial and Accounting Officer and Duly Authorized Officer

Date: October 16, 2026 

Exhibit 99.1

Copart Completes Acquisition of ACV

DALLAS – October 16, 2026 – Copart, Inc. (NASDAQ: CPRT) (“Copart”), a global leader in online vehicle auctions, today announced the successful completion of its acquisition of ACV Auctions Inc. (NYSE: ACVA) (“ACV”).

“We are pleased to complete the acquisition of ACV, which is an important milestone for Copart as we continue to deliver on our growth strategy,” said Jay Adair, Chief Executive Officer of Copart. “With ACV now part of the Copart family, we have established an industry-leading, fully complete remarketing platform spanning dealer trade-ins, wholesale remarketing, salvage disposition, and international scale. Together we bring stronger capabilities, great efficiency, and an expansive footprint, and we’re excited about what we will be able to deliver for our customers moving forward.”

Completion of Tender Offer and Transaction Details

Copart completed the cash tender offer, through its wholly owned subsidiary Apple Merger Sub, Inc. (“Purchaser”), to acquire all of the issued and outstanding shares of common stock of ACV at a purchase price of $10.50 per share, net to the seller in cash, without interest, subject to any applicable withholding taxes. As of the tender offer expiration at 5:00 p.m., Eastern Time, on October 15, 2026, 116,818,409 shares of ACV common stock were validly tendered (and not validly withdrawn), representing approximately 68.43% of the total number of ACV’s issued and outstanding shares of common stock as of such date and time. All such shares have been accepted for payment in accordance with the terms of the tender offer, and Copart, on behalf of Purchaser, will promptly pay for such shares.

Following the completion of the tender offer, Copart completed the acquisition of ACV through the merger of Purchaser with ACV. As a result of the merger, each share of ACV common stock issued and outstanding and not tendered in the tender offer was cancelled and converted into the right to receive the same $10.50 per share in cash, without interest, subject to any applicable withholding taxes, paid in the tender offer.

With the completion of the acquisition, shares of ACV common stock have ceased trading on the New York Stock Exchange and ACV will now operate as an independent subsidiary of Copart led by ACV’s existing leadership team.

“ACV’s mission is not complete and we will continue to revolutionize the used vehicle sector,” noted George Chamoun, CEO of ACV. “Joining with Copart amplifies this mission, supercharging our growth, pace of innovation and global reach. By combining forces and tapping into Copart’s massive national physical presence alongside a global buyer-seller network—we will unlock unprecedented value for our commercial and dealership partners, ensuring every vehicle finds its ideal buyer. I want to extend my heartfelt thanks to our exceptional ACV team and we are thrilled to embark on this next chapter with the Copart team.”

Advisors

Evercore served as financial advisor to Copart, Wilson Sonsini Goodrich & Rosati, Professional Corporation served as legal counsel, and FGS Global served as strategic communications advisor.

J.P. Morgan Securities LLC served as exclusive financial advisor and provided a fairness opinion to ACV, Davis Polk & Wardwell LLP served as legal counsel, and Joele Frank, Wilkinson Brimmer Katcher served as strategic communications advisor.

About Copart

Copart, Inc., founded in 1982, is a global leader in online vehicle auctions. Copart’s innovative technology and online auction platforms connect vehicle consignors to approximately 1 million members in over 185 countries. Copart offers a comprehensive suite of vehicle remarketing services to insurance companies, financial institutions, dealers, rental car companies, charities, fleet operators, and individuals, and offers vehicles via auction to dealers, dismantlers, rebuilders, exporters, and the general public. With operations at over 250 locations in 11 countries, Copart sold more than 4 million units in the last year. For more information, visit Copart.com.

Contacts

Copart Investors:

Investor Relations

investor.relations@copart.com

Copart Media:

John Christiansen / Robin Weinberg

copart@fgsglobal.com

Forward Looking Statements

The contents of this press release 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 Copart, including, without limitation, the anticipated benefits of the transaction; the ability of Copart to integrate ACV and to advance its business, products, technology and platform; and any assumptions underlying any of the foregoing. Copart’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, risks related to the integration of ACV’s business, operations, technology and personnel.

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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 Copart’s SEC filings and reports, including in Copart’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 Quarterly Reports on Form 10-Q and Current Reports on Form 8-K 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 press release. Copart undertakes no obligation to publicly update or revise the information in this press release, including any forward-looking statements, except as may be required by law.

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Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 11.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB