ACV Auctions Inc. filed a Form 8-K on September 10, 2026, disclosing that it entered into an Agreement and Plan of Merger with Copart, Inc., under which Copart would acquire all outstanding shares of ACV common stock through a cash tender offer at $10.50 per share.

Key Highlights

  • Offer Price: Copart will offer $10.50 per share, net to the seller in cash, without interest, subject to required withholding taxes.
  • Tender Offer Launch: Copart's subsidiary Merger Sub is required to commence the tender offer within 5 business days if practicable, and no later than 7 business days, after September 10, 2026.
  • Minimum Condition: The offer requires that tendered shares, together with shares already owned by Copart and Merger Sub, represent more than 50% of ACV's outstanding shares.
  • No Financing Condition: According to the filing, "the consummation of the Offer is not subject to any financing condition."
  • No-Shop Provision: ACV agreed to restrictions on soliciting or facilitating third-party acquisition proposals, subject to a "fiduciary out" for Superior Proposals.
  • Equity Award Treatment: Vested in-the-money stock options will be cashed out; unvested options and restricted stock units will be converted into equivalent Copart awards using an Exchange Ratio defined in the Merger Agreement.
  • Merger Mechanism: The merger will proceed under Section 251(h) of the Delaware General Corporation Law without additional stockholder approvals once the tender offer closes.

ACV Auctions and Copart Merger Agreement: Key Terms and Conditions

On September 10, 2026, ACV Auctions Inc. (NYSE:ACVA), headquartered at 640 Ellicott Street #321, Buffalo, NY, disclosed it had entered into an Agreement and Plan of Merger with Copart, Inc. ("Parent") and Apple Merger Sub, Inc., a wholly owned subsidiary of Copart. Under the agreement, Merger Sub will commence a cash tender offer to purchase all outstanding shares of ACV common stock, par value $0.001 per share, at $10.50 per share in cash.

The tender offer will remain open for a minimum of 10 business days from commencement. Closing is conditioned on, among other things, the Minimum Condition being satisfied, expiration or termination of the applicable Hart-Scott-Rodino antitrust waiting period, and the absence of any court injunction prohibiting the transaction in jurisdictions where ACV has material business operations. Following the successful completion of the tender offer, Merger Sub will be merged into ACV, with ACV surviving as a wholly owned subsidiary of Copart, and remaining shareholders receiving the $10.50 Merger Consideration in cash.

The Merger Agreement includes treatment provisions for ACV equity awards. Vested stock options with an exercise price below $10.50 will be cashed out for the spread; vested options at or above $10.50 will be canceled for no consideration. Unvested options, restricted stock units, and performance stock units will be converted into Copart equity awards calculated using an Exchange Ratio. ACV's Employee Stock Purchase Plan will terminate on the earlier of the first purchase date following the agreement date or the tenth trading day prior to the effective time. ACV is also subject to ordinary-course operating covenants and a no-shop restriction, with a fiduciary out allowing ACV to engage with unsolicited Superior Proposals under certain conditions, subject to payment of a termination fee to Copart.

What Was Disclosed

ACV Auctions filed an 8-K reporting entry into a Merger Agreement with Copart, Inc. on September 10, 2026, providing for a cash tender offer at $10.50 per share and a subsequent merger, with no financing condition attached to the offer.