Acv Auctions Inc. SEC Filings

ACV Auctions Inc. entered into an accelerated share repurchase agreement with Citibank, N.A. to repurchase $50 million of its common stock as part of its existing share repurchase program. The company will pay $50 million to Citibank on May 13, 2026 and expects an initial delivery of approximately 70% of the shares initially underlying the agreement.

The final number of shares repurchased will be determined based on the volume-weighted average price of ACV’s stock on specified dates during the term of the agreement, less a discount and subject to customary adjustments. The transactions are expected to be completed no later than the fourth quarter of fiscal 2026, under terms detailed in the Master Confirmation attached as an exhibit.

William Blair Investment Management, LLC filed Amendment No. 3 to a Schedule 13G/A reporting beneficial ownership of 7,212,623 shares of ACV Auctions Inc. common stock, equal to 4.1% of the class. The filing lists sole voting power for 6,450,024 shares and sole dispositive power for 7,212,623 shares. The form is signed by the firm's Chief Compliance Officer on 05/07/2026.

ACV Auctions Inc. reported higher Q1 2026 revenue but remained unprofitable. Total revenue reached $204.2 million, up from $182.7 million a year earlier, driven by growth in marketplace, transportation, financing and customer assurance services. Marketplace Units rose to 213,492 and Marketplace GMV reached $2.7 billion, indicating stronger platform usage. The net loss narrowed to $10.9 million from $14.8 million, while Adjusted EBITDA improved to $17.1 million from $13.9 million. ACV ended the quarter with $341.0 million in cash and $200.0 million of debt, and its board later authorized up to $100.0 million for share repurchases.

ACV Auctions reported record first quarter 2026 results while staying profitable on a non-GAAP basis and authorizing a sizable buyback. Revenue reached $204.2 million, up 12% year over year, driven by marketplace and services revenue of $182.2 million and customer assurance revenue of $22.0 million. Marketplace GMV was $2.7 billion and units were 213,492, both growing modestly.

ACV posted a GAAP net loss of $10.9 million, narrowing from a $14.8 million loss a year earlier, while delivering non-GAAP net income of $7.3 million and Adjusted EBITDA of $17.1 million, above the high end of guidance. The company reaffirmed 2026 guidance, including revenue of $845–$855 million and Adjusted EBITDA of $73–$77 million, and expects the dealer wholesale market to decline in the mid-single digits.

The board authorized a $100 million share repurchase program and intends to enter a $50 million accelerated share repurchase under this authorization. ACV ended the quarter with $341.0 million in cash and cash equivalents and $200 million of long-term debt.

ACV Auctions Inc. is asking shareholders to vote at its virtual 2026 Annual Meeting on May 27, 2026 on three items: electing two Class II directors, an advisory vote on executive pay, and ratifying Ernst & Young LLP as auditor.

Management highlights 2025 operating progress, including 19% revenue growth year over year, $10.4 billion in gross merchandise volume sold on its marketplaces, and 4 million vehicles sold since launch. The board has seven members, six of whom are independent, with an independent chair and fully independent key committees.

The proxy details a pay-for-performance program using base salary, annual bonuses tied to GAAP revenue, Adjusted EBITDA and management objectives, plus RSUs and performance stock units linked to stock price and relative total shareholder return. For 2025, GAAP revenue of $760 million and Adjusted EBITDA of $59 million fell below bonus thresholds, so no annual performance bonuses were paid to named executives.

ACV Auctions Inc. reported that executive Craig Eric Anderson received an equity award covering 194,348 shares of Common Stock, structured as restricted stock units. According to the disclosure, these RSUs will vest in twelve substantially equal quarterly installments beginning July 1, 2026, as long as he remains in continuous service.

The filing also shows that a total of 13,261 shares of Common Stock were withheld at $4.27 per share to cover tax liabilities tied to the vesting of a previously granted time-based RSU award. The company notes this is not a discretionary sale by Anderson. After these transactions, he directly holds 494,151 shares of ACV Auctions Common Stock.

ACV Auctions Inc. director and CEO George Chamoun received a grant of 500,221 shares of Common Stock as a restricted stock unit award at no cost. The RSUs vest in twelve equal quarterly installments beginning July 1, 2026, subject to his continued service. On April 1, 2026, a total of 33,405 shares were withheld at $4.27 per share to cover tax liabilities from a prior RSU vesting, which was not a discretionary sale. After these transactions, he directly holds 3,419,793 shares of Common Stock.

ACV Auctions Inc. reported that Chief Legal Officer Leanne Fitzgerald received a grant of 194,348 shares of Common Stock representing a restricted stock unit ("RSU") award. The RSUs will vest in twelve substantially equal quarterly installments beginning July 1, 2026, subject to her continuous service.

On the same date, a total of 16,456 shares of Common Stock were withheld by the company at $4.27 per share to cover tax liabilities upon the vesting of a previously granted time-based RSU. The filing states this did not represent a discretionary sale. Following these transactions, Fitzgerald directly owns 567,209 shares of Common Stock.