ACV Auctions agrees to $10.50-a-share Copart buyout
Copart agreed to acquire ACV Auctions for $10.50 per share in cash, a roughly 45% premium, via a tender offer followed by a merger.
Rhea-AI Filing Summary
ACV Auctions Inc. (ACVA) agreed to be acquired by Copart, Inc. via a cash tender offer and follow-on merger. Copart, through a wholly owned subsidiary, will offer $10.50 in cash per ACV share, with all remaining shares converted into the same cash consideration in a subsequent merger, leaving ACV as a wholly owned Copart subsidiary.
The offer must begin within 5–7 business days after the September 10, 2026 merger agreement and remain open at least 10 business days. Completion is conditioned on more than 50% of ACV shares being tendered, required antitrust clearances under the Hart-Scott-Rodino Act, absence of blocking court orders, and other customary conditions; there is no financing condition. Certain stockholders owning about 4.1% of ACV’s shares agreed to tender. The agreement includes a no-shop with a fiduciary out, a $57.7 million termination fee payable by ACV in specified circumstances, and a $115.3 million reverse termination fee payable by Copart under certain regulatory-related failures.
A joint press release states the $10.50 price implies about $1.9 billion in equity value and represents premiums of approximately 45% to ACV’s unaffected August 10, 2026 closing price and 41% to its 30-day VWAP through September 9, 2026.
Positive
- $10.50 cash per share implies about $1.9 billion equity value for ACV and represents premiums of roughly 45% to the unaffected price and 41% to the 30-day VWAP, delivering a significant valuation uplift to existing shareholders if the transaction closes.
- The transaction carries no financing condition and Copart intends to fund it with cash on hand, reducing execution risk tied to capital markets.
- Copart expects the deal to be EPS neutral in the first full year and accretive in FY2028 and beyond, supported by expected cost and revenue synergies across dealer, commercial, and retail channels.
Negative
- Deal completion depends on multiple conditions, including tender of over 50% of ACV shares and HSR antitrust clearance, creating uncertainty that the transaction may be delayed or not close.
- ACV agreed to a no-shop with limited fiduciary out and a $57.7 million termination fee payable to Copart in certain circumstances, which may constrain its ability to pursue alternative superior proposals.
- Regulatory or injunction-related failures could require Copart to pay a $115.3 million reverse termination fee, highlighting regulatory risk around consummating the combination.
Filing Explained
ACV remains before the tender-offer stage; its equity awards have distinct cash-versus-Copart treatment if the merger closes.
This Form 8-K reports a signed acquisition agreement, but explicitly says the tender offer has not yet commenced, so the proposed acquisition has not reached the share-purchase or merger-completion stage.
If the merger reaches its effective time, vested in-the-money options would receive cash, vested options priced at or above the offer price would be canceled for no consideration, and most unvested options, restricted stock units, and performance stock units would convert into awards tied to Copart common stock.
The filing identifies the tender offer materials as the next documentation step: Copart and Merger Sub will file a Schedule TO when the offer begins, followed by ACV's Schedule 14D-9.
8-K Event Classification
Key Figures
Key Terms
tender offer financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
no-shop provision financial
Superior Proposal financial
reverse termination fee financial
volume-weighted average price financial
FAQ
What price is Copart paying to acquire ACV Auctions (ACVA)?
What key conditions must be met for Copart’s tender offer for ACVA to close?
Are there termination fees in the Copart acquisition of ACV Auctions (ACVA)?
When is the Copart–ACV (ACVA) transaction expected to close and how will ACV operate afterward?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Item 1.01. Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On September 10, 2026, ACV Auctions Inc., a Delaware corporation ( “ACV”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Copart, Inc., a Delaware corporation (“Parent”), and Apple Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Parent will cause Merger Sub to commence a cash tender offer (the “Offer”) within 5 business days following the date of the Merger Agreement if practicable (and in any event no later than 7 business days after the date of the Merger Agreement) to acquire all of ACV’s outstanding shares of common stock, par value $0.001 per share (“ACV Stock”), for $10.50 per share, net to the seller in cash, without interest, subject to any required withholding of taxes (the “Offer Price”). The Offer will remain open for a minimum of 10 business days from the date of commencement.
The obligation of Merger Sub to purchase shares of ACV Stock tendered in the Offer is subject to customary closing conditions, including (i) shares of ACV Stock having been validly tendered and not properly withdrawn that represent, together with the shares then owned by Parent and Merger Sub, at least one share more than 50% of the shares of the ACV Stock outstanding at the expiration time of the Offer (the “Minimum Condition”), (ii) the expiration or termination of the waiting period (and any extension thereof) applicable to the Offer and the Merger (as defined below) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any injunction or other order issued by a court of competent jurisdiction in any jurisdiction where ACV and its Subsidiaries have material business operations prohibiting the consummation of the Offer or the Merger and (iv) other customary conditions set forth in Annex I of the Merger Agreement. The consummation of the Offer is not subject to any financing condition.
As soon as practicable after (and in no event later than the business day following) the time at which shares of ACV Stock are first accepted for payment and paid for under the Offer, subject to the satisfaction or waiver of certain customary conditions set forth in the Merger Agreement, Merger Sub will be merged with and into ACV, with ACV surviving the merger as a wholly owned subsidiary of Parent (the “Merger”), pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law without any additional stockholder approvals.
At the effective time of the Merger (the “Effective Time”), each share of ACV Stock (other than treasury shares held by ACV and any shares of ACV Stock owned by Parent, Merger Sub or any person who is entitled to and properly demands statutory appraisal of his or her shares) will be converted into the right to receive the Offer Price in cash, without interest (“Merger Consideration”), subject to any required withholding taxes.
At the Effective Time, each outstanding option to purchase shares of ACV Stock (“Stock Options”) which is vested and has a per share exercise price less than the Merger Consideration will be 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 required withholding taxes. Each outstanding Stock Option that is vested and has a per share exercise price equal to or greater than the Merger Consideration will be canceled for no consideration.
At the Effective Time, each unvested outstanding Stock Option will be 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.
At the Effective Time, each outstanding award of restricted stock units with respect to shares of ACV Stock that is or was subject to vesting conditions based solely on continued employment or service (each, a “Restricted Stock Unit”), that is held by a non-employee member of the board of directors or by any former service provider of ACV will be fully vested (to the extent unvested), and converted into the right to receive the Offer Price, subject to any required withholding taxes.
At the Effective Time, each other Restricted Stock Unit will be 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.
At the Effective Time, each restricted stock unit award with respect to shares of ACV Stock that includes performance-based vesting conditions (each, a “Performance Stock Unit”) will be 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.
The Converted Stock Options, Converted RSUs and Converted PSUs will remain subject to the same terms and conditions (other than applicable performance goals) that applied immediately prior to the Effective Time.
ACV’s Employee Stock Purchase Plan (the “ESPP”) will terminate on the earlier of the first purchase date following the date of the Merger Agreement and the tenth trading day prior to Effective Time, in each case subsequent to the exercise of purchase rights under the ESPP on such purchase date.
The Merger Agreement contains representations, warranties and covenants of the parties customary for a transaction of this nature, including an agreement that, subject to certain exceptions, the parties will use reasonable best efforts to cause the Offer and the Merger to be consummated. Until the earlier of the termination of the Merger Agreement and the Effective Time, ACV has agreed to operate its business in the ordinary course of business consistent with past practice and has agreed to certain other negative operating covenants, as set forth more fully in the Merger Agreement.
The Merger Agreement also contains a “no-shop” provision that, in general, restricts ACV’s ability to (i) solicit, facilitate or encourage the making of Acquisition Proposals (as defined in the Merger Agreement) or any inquiries regarding Acquisition Proposals from third parties or (ii) provide information to or engage in discussions or negotiations with third parties in connection with or in response to an Acquisition Proposal. The no shop provision is subject to a “fiduciary out” provision that allows ACV, under certain circumstances and in compliance with certain obligations, to provide information and participate in discussions and negotiations with respect to unsolicited third-party acquisition proposals that would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and, subject to compliance with certain obligations, to terminate the Merger Agreement and accept a Superior Proposal upon payment to Parent of the termination fee discussed below.
The Merger Agreement also includes customary termination provisions for both ACV and Parent, and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including a termination by ACV, to accept and enter into a definitive agreement with respect to a Superior Proposal, ACV will pay Parent a termination fee of $57,700,000. Additionally, Parent, under specified circumstances, including termination following an injunction arising in connection with the HSR Act or a Competition Law, or failure to satisfy the HSR Condition or the Injunction Condition by the End Date (as defined in the Merger Agreement), will be required to pay ACV a termination fee of $115,300,000.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
A copy of the Merger Agreement has been included to provide ACV’s stockholders and other security holders with information regarding its terms and is not intended to provide any factual information about ACV or Parent. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by ACV’s stockholders or other security holders, but rather as a way of allocating the risk between the parties to the Merger Agreement in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material to ACV’s stockholders or other security holders. ACV’s stockholders or other security holders are not third-party beneficiaries under the Merger Agreement (except with respect to ACV’s stockholders or other security holders’ right to receive the Merger Consideration following the Effective Time) and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of ACV, Parent or Merger Sub. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in ACV’s or Parent’s public disclosures.
Support Agreement
Concurrently with the entry into the Merger Agreement, certain holders of ACV Stock, entered into a Support Agreement (the “Support Agreement”) with Parent (the “Support Stockholders”). The Support Stockholders agreed, among other things, (i) to tender all of their shares of ACV Stock in the Offer, (ii) to vote all such shares in favor of the Merger (if applicable), and (iii) to certain restrictions on their ability to take actions with respect to ACV and ACV Stock. The Support Stockholders beneficially owned approximately 4.1% of outstanding ACV Stock as of September 8, 2026. The Support Agreement terminates upon the earliest of termination of the Merger Agreement, the Effective Time, adverse modifications to the Offer, ACV’s board changing its recommendation, or mutual written consent.
The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On September 10, 2026, Parent and ACV issued a joint press release announcing the execution of the Merger Agreement, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference. In addition, Parent has made available an investor presentation regarding the Offer, the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions”), a copy of which is attached as Exhibit 99.2 hereto and incorporated herein by reference.
The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto is being furnished and 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 of 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, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
| 2.1 | Agreement and Plan of Merger, dated as of September 10, 2026, among ACV, Parent and Merger Sub* |
| 10.1 | Support Agreement, dated as of September 10, 2026, among Parent and the Support Stockholders |
| 99.1 | Joint Press Release of ACV and Parent, dated September 10, 2026 |
| 99.2 | Investor Presentation, dated September 10, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ACV hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request. |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The contents of this document 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, cost and revenue synergies and other opportunities of the transaction, the expected impact of the transaction on Copart’s revenue growth, the combined company’s growth profile and strategy, the expected impact to Copart’s earnings per share, and 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 and ACV’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, uncertainties as to the timing of the tender offer and the merger; the risk that the tender offer or the merger may not be completed in a timely manner or at all; uncertainties as to the percentage of ACV’s stockholders tendering their shares in the tender offer; the possibility that competing offers or acquisition proposals for ACV will be made; the possibility that any or all of the various conditions to the consummation of the tender offer or the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), including the risk that the anticipated cost and revenue synergies and other benefits of the transaction are not realized when expected or at all; risks related to the integration of ACV’s business, operations, technology and personnel; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require ACV to pay a termination fee or other expenses; the effect of the announcement or pendency of the transactions contemplated by the merger agreement on Copart’s business; the effect of the announcement or pendency of the transactions contemplated by the merger agreement on ACV’s business, its ability to retain and hire key personnel, its ability to maintain relationships with its suppliers and others with whom it does business, or its operating results and business generally; risks related to diverting management’s attention from Copart’s and ACV’s ongoing business operations; the risk that stockholder litigation in connection with the transactions contemplated by the merger agreement may result in significant costs of defense, indemnification and liability.
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 these social media posts. Copart undertakes no obligation to publicly update or revise the information in these social media posts, including any forward-looking statements, except as may be required by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender offer has not yet commenced. This document is for informational purposes only and is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any securities of ACV Auctions Inc. (“AVC”) or any other entity, nor is it a substitute for any tender offer materials that Copart, Inc. (“Copart”), Apple Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Copart (“Merger Sub”) or ACV will file with the U.S. Securities and Exchange Commission ("SEC"). A solicitation and an offer to buy securities of ACV will be made only pursuant to an offer to purchase and related materials that Copart and Merger Sub intend to file with the SEC. At the time the tender offer is commenced, Copart and Merger Sub will file a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the SEC, and ACV thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.
SECURITYHOLDERS AND OTHER INVESTORS ARE URGED TO CAREFULLY READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITYHOLDERS SHOULD READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be sent to all stockholders of ACV at no expense to them.
The Tender Offer Statement on Schedule TO, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents will be made available for free at the SEC’s website at https://www.sec.gov/ and under the "Financial Resources—All SEC filings" section of Copart’s investor relations website at https://www.copart.com/content/us/en/investor-relations. The Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents that ACV has filed with or furnished to the SEC will be made available for free at the SEC’s website at https://www.sec.gov/ and under the "SEC Filings" section of ACV’s investor relations website at https://investors.acvauto.com.
SIGNATURES
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.
| ACV AUCTIONS INC. | |||||
| Date: | September 10, 2026 | By: | /s/ George Chamoun | ||
| Name: | George Chamoun | ||||
| Title: | Chief Executive Officer | ||||
Exhibit 99.1
Copart to Acquire ACV, Expanding Position Across the Vehicle Remarketing Ecosystem
| · | Combination creates a full-spectrum, digital vehicle remarketing platform spanning dealer trade-ins, wholesale remarketing, salvage disposition, and international resale |
| · | Provides an immediate, scaled position in the dealer-to-dealer vehicle auction channel and expanded volume with attractive commercial opportunities across the combined portfolio |
| · | Strengthens technology capabilities with ACV’s differentiated dealer-focused vehicle-data tools |
| · | Transaction expected to accelerate revenue growth and be accretive to Copart EPS in fiscal 2028 and beyond |
| · | Copart to host conference call at 5:30 p.m. Eastern Time today |
DALLAS, TEXAS AND BUFFALO, NEW YORK, September 10, 2026 – Copart, Inc. (NASDAQ: CPRT), a global leader in online vehicle auctions, and ACV (NYSE: ACVA), a leading digital automotive marketplace and data services partner for dealers and commercial clients, today announced a definitive agreement under which Copart will acquire all outstanding shares of ACV common stock for $10.50 per share in cash, representing an implied equity value of approximately $1.9 billion. The per-share purchase price represents a premium of approximately 45% to ACV’s unaffected closing stock price on August 10, 2026 (the last trading day prior to published media reports regarding a potential transaction involving ACV) and a premium of approximately 41% to ACV’s 30-day volume-weighted average price for the period ending September 9, 2026.
The addition of ACV’s market-leading digital wholesale platform for vehicle resale creates a new growth vector for Copart, extending its reach with dealer-to-dealer wholesale remarketing and strengthening its position across the full vehicle lifecycle. Copart will leverage its global buyer network and physical infrastructure, including more than 250 locations, which will support ACV’s scalable commercial wholesale platform and national buyer and inspector network to further grow the combined company’s marketplace.
“This acquisition reflects a significant milestone in our growth strategy by creating an industry-leading end-to-end vehicle remarketing platform that is fully digital,” said Jay Adair, Chief Executive Officer of Copart. “ACV has built a differentiated, technology-driven marketplace that perfectly complements our extensive physical infrastructure and expansive buyer network. With ACV, we are uniquely positioned to drive efficiency and productivity throughout the entire automotive ecosystem, bringing greater transparency and superior economic outcomes to our customers for every vehicle, regardless of its condition. Copart has strong momentum, and this acquisition fits squarely within our growth pillars, including domestic whole-car expansion and technology-enabled services, as we continue to invest in our business on behalf of our customers.”
“ACV’s mission has been to transform the automotive industry by building the most trusted and efficient digital marketplace and data solutions for sourcing, selling, and managing used vehicles,” said George Chamoun, Chief Executive Officer of ACV. “By joining forces with Copart, we will be positioned to advance our mission, drive market expansion, and accelerate innovation with global scale. Together, we will deliver even more value to our dealer and commercial partners by offering expanded capabilities, including leveraging Copart’s nationwide footprint and a combined demand engine that ensures the right vehicle gets to the right buyer. I am deeply grateful to our team, whose tremendous work and creativity have fueled ACV’s market leadership, and we look forward to working with Jay and the Copart team in this exciting next chapter.”
Strategic and Financial Benefits
| · | Establishes an industry-leading, fully complete remarketing platform: The combined company will participate across the vehicle lifecycle, from dealer trade-ins and wholesale remarketing to salvage disposition and international resale. Copart and ACV together will have one of the industry’s largest vehicle condition datasets, allowing the combined company to deliver better experiences across its customer base. |
| · | Generates significant commercial opportunities with an expanded portfolio: ACV’s complementary position in the dealer-to-dealer auction channel will create strong growth opportunities for the combined company, including cross-selling buyers and sellers and expanding transportation services and commercial vehicle operations. |
| · | Deepens technology services and AI capabilities: ACV brings innovative dealer-focused inspection technology, condition data, and AI-powered valuation tools. These will strengthen Copart’s existing products and services to create a differentiated vehicle-data platform. |
| · | Delivers meaningful cost synergies and accretion: The combined company expects to realize near-term cost and revenue synergies across dealer, commercial, and retail channels. The transaction is expected to be neutral on Copart’s earnings per share in the first full year of ownership and accretive in fiscal 2028 and beyond. |
Transaction Details
Under the terms of the definitive merger agreement, Copart, through a subsidiary, will promptly commence a tender offer to acquire all
outstanding shares of ACV common stock for $10.50 per share in cash. The consummation of the tender offer is subject to the tender of
at least a majority of the outstanding shares of ACV common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, and other customary conditions. Following the successful completion of the tender offer, a subsidiary
of Copart will merge with ACV, and any remaining shares of ACV common stock not tendered will be cancelled and converted into the right
to receive the same $10.50 per share in cash paid in the tender offer.
Copart intends to fund the transaction through cash on hand, maintaining sufficient balance sheet flexibility to continue pursuing organic and inorganic investments. The transaction is not subject to any financing condition.
The boards of directors of both companies have unanimously approved the transaction, which is expected to close by calendar year-end 2026.
Following the close of the transaction, ACV will operate as an independent subsidiary of Copart led by ACV’s existing leadership team.
Earnings Announcement and Conference Call Details
In a separate release issued today, Copart reported its financial results for the fourth quarter and full fiscal year 2026.
Copart will host a conference call for the financial community at 5:30 p.m. Eastern Time (4:30 p.m. Central Time) today to discuss its financial results for the fourth quarter and full fiscal year 2026 and the transaction announcement. A live webcast and related presentation materials will be available on Copart's investor relations site at https://www.copart.com/investorrelation. The webcast replay and presentation will be available following the call.
Advisors
Evercore is serving as financial advisor to Copart, Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel, and FGS Global is serving as strategic communications advisor.
J.P. Morgan Securities LLC is serving as exclusive financial advisor and provided a fairness opinion to ACV, Davis Polk & Wardwell LLP is serving as legal counsel, and Joele Frank, Wilkinson Brimmer Katcher is serving 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. Copart currently operates in the United States (Copart.com), Canada (Copart.ca), the United Kingdom (Copart.co.uk), Brazil (Copart.com.br), the Republic of Ireland (Copart.ie), Germany (Copart.de), Finland (Copart.fi), the United Arab Emirates, Oman and Bahrain (Copartmea.com), and Spain (Copart.es). For more information, or to become a Member, visit Copart.com/Register.
About ACV
ACV is on a mission to transform the automotive industry by building the most trusted and efficient digital marketplace and data solutions for sourcing, selling and managing used vehicles with transparency and comprehensive insights that were once unimaginable. ACV offerings include ACV Auctions, ACV Transportation, ACV Capital, ACV MAX, ClearCar, VIPER, and True360.
For more information about ACV, visit www.acvauto.com.
Trademark reference: ACV, the ACV logo, ClearCar, ACV Max and VIPER are registered trademarks or trademarks of ACV Auctions, Inc. or its affiliates in the United States and/or other countries. All other trademarks referenced herein are the property of their respective owners.
Contacts
Copart
Investors:
Investor Relations
investor.relations@copart.com
Media:
John Christiansen / Robin Weinberg
copart@fgsglobal.com
ACV
Investors:
Tim Fox
tfox@acvauctions.com
ICR
ACVAuctionsIR@icrinc.com
Media:
Maura Duggan
mduggan@acvauctions.com
Greg Klassen
Joele Frank, Wilkinson Brimmer Katcher
+1 (212) 355-4449
ACVA-JF@joelefrank.com
Additional Information and Where to Find It
The tender offer has not yet commenced. This document is for informational purposes only and is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any securities of ACV or any other entity, nor is it a substitute for any tender offer materials that Copart, Apple Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Copart (“Merger Sub”) or ACV will file with the U.S. Securities and Exchange Commission ("SEC"). A solicitation and an offer to buy securities of ACV will be made only pursuant to an offer to purchase and related materials that Copart and Merger Sub intend to file with the SEC. At the time the tender offer is commenced, Copart and Merger Sub will file a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the SEC, and ACV thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.
SECURITYHOLDERS AND OTHER INVESTORS ARE URGED TO CAREFULLY READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITYHOLDERS SHOULD READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be sent to all stockholders of ACV at no expense to them.
The Tender Offer Statement on Schedule TO, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents will be made available for free at the SEC’s website at https://www.sec.gov/ and under the "Financial Resources—All SEC filings" section of Copart’s investor relations website at https://www.copart.com/content/us/en/investor-relations. The Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents that ACV has filed with or furnished to the SEC will be made available for free at the SEC’s website at https://www.sec.gov/ and under the "SEC Filings" section of ACV’s investor relations website at https://investors.acvauto.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, cost and revenue synergies and other opportunities of the transaction, the expected impact of the transaction on Copart’s revenue growth, the combined company’s growth profile and strategy, the expected impact to Copart’s earnings per share, and 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 and ACV’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, uncertainties as to the timing of the tender offer and the merger; the risk that the tender offer or the merger may not be completed in a timely manner or at all; uncertainties as to the percentage of ACV’s stockholders tendering their shares in the tender offer; the possibility that competing offers or acquisition proposals for ACV will be made; the possibility that any or all of the various conditions to the consummation of the tender offer or the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), including the risk that the anticipated cost and revenue synergies and other benefits of the transaction are not realized when expected or at all; risks related to the integration of ACV’s business, operations, technology and personnel; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require ACV to pay a termination fee or other expenses; the effect of the announcement or pendency of the transactions contemplated by the merger agreement on Copart’s business; the effect of the announcement or pendency of the transactions contemplated by the merger agreement on ACV’s business, its ability to retain and hire key personnel, its ability to maintain relationships with its suppliers and others with whom it does business, or its operating results and business generally; risks related to diverting management’s attention from Copart’s and ACV’s ongoing business operations; the risk that stockholder litigation in connection with the transactions contemplated by the merger agreement may result in significant costs of defense, indemnification and liability.
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 and reports 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.
Exhibit 99.2
Copart to Acquire ACV Auctions Expanding Copart’s Leadership Position Across the Vehicle Remarketing Ecosystem September 10 th , 2026
Additional Information and Where to Find It The tender offer has not yet commenced. This document is for informational purposes only and is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any securities of ACV Auctions Inc. ("ACV") or any other entity, nor is it a substitute for any tender offer materials that Copart, Inc. ("Copart"), Apple Merger Sub, Inc. or ACV will file with the U.S. Securities and Exchange Commission ("SEC"). A solicitation and an offer to buy securities of ACV will be made only pursuant to an offer to purchase and related materials that Copart and Apple Merger Sub, Inc. intend to file with the SEC. At the time the tender offer is commenced, Copart and Apple Merger Sub, Inc. will file a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the SEC, and ACV thereafter will file a Solicitation/Recommendation Statement on Schedule 14D - 9 with the SEC with respect to the tender offer. SECURITYHOLDERS AND OTHER INVESTORS ARE URGED TO CAREFULLY READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D - 9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITYHOLDERS SHOULD READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D - 9, will be sent to all stockholders of ACV at no expense to them. The Tender Offer Statement on Schedule TO, the Solicitation/Recommendation Statement on Schedule 14D - 9 and other related documents will be made available for free at the SEC’s website at https://www.sec.gov/ and under the "Financial Resources — All SEC filings" section of Copart’s investor relations website at https://www.copart.com/content/us/en/investor - relations. The Solicitation/Recommendation Statement on Schedule 14D - 9 and other related documents that ACV has filed with or furnished to the SEC will be made available for free at the SEC’s website at https://www.sec.gov/ and under the "SEC Filings" section of ACV’s investor relations website at https://investors.acvauto.com. Forward - Looking Statements The contents of this presentation 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, cost and revenue synergies and other opportunities of the transaction, the expected impact of the transaction on Copart’s revenue growth, the combined company’s growth profile and strategy, the expected impact to Copart’s earnings per share (“EPS”), and 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 and ACV’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, uncertainties as to the timing of the tender offer and the merger; the risk that the tender offer or the merger may not be completed in a timely manner or at all; uncertainties as to the percentage of ACV’s stockholders tendering their shares in the tender offer; the possibility that competing offers or acquisition proposals for ACV will be made; the possibility that any or all of the various conditions to the consummation of the tender offer or the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), including the risk that the anticipated cost and revenue synergies and other benefits of the transaction are not realized when expected or at all; risks related to the integration of ACV’s business, operations, technology and personnel; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require ACV to pay a termination fee or other expenses; the effect of the announcement or pendency of the transactions contemplated by the merger agreement on Copart’s business; the effect of the announcement or pendency of the transactions contemplated by the merger agreement on ACV’s business, its ability to retain and hire key personnel, its ability to maintain relationships with its suppliers and others with whom it does business, or its operating results and business generally; risks related to diverting management’s attention from Copart’s and ACV’s ongoing business operations; the risk that stockholder litigation in connection with the transactions contemplated by the merger agreement may result in significant costs of defense, indemnification and liability. 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 presentation. Copart undertakes no obligation to publicly update or revise the information in this presentation, including any forward - looking statements, except as may be required by law.
Transaction to Create Significant Shareholder Value through Growth Enhancement and Synergies ▪ Acquisition of ACV Auctions Inc. for $10.50 / share or $1.9B Equity Value ▪ ACV to operate as an independent subsidiary of Copart led by ACV’s existing leadership team Key Terms ▪ Meaningful expected near - term cost synergies and revenue synergies across dealer, commercial, and retail channels ▪ Accelerates two of Copart’s three strategic pillars: whole car strategy by expanding reach into dealer - to - dealer wholesale remarketing and technology services by adding ACV’s differentiated, dealer - focused, and technology - driven platform Expected Synergies ▪ Expected to accelerate revenue growth and transform long - term growth profile ▪ Expected to be neutral on EPS in the first full year of ownership and accretive in FY2028 and beyond Financial Impact ▪ Transaction expected to be fully financed through existing cash on balance sheet ▪ Continued balance sheet flexibility to execute on growth strategies and build long - term shareholder value Financing and Capital Return Policy ▪ The boards of directors of both companies have unanimously approved the transaction ▪ Closing anticipated by calendar year - end 2026 ▪ Subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of ACV Auctions and the expiration or termination of the waiting period under the Hart - Scott - Rodino Antitrust Improvements Act of 1976 Timing and Next steps Key Transaction Summary Disciplined capital deployment squarely aligned with Copart’s growth pillars 1
Bringing Together Two Highly Complementary Businesses to Drive Long - Term Value Creation Industry - Leading, Comprehensive Remarketing Platform Highly Synergistic Assets Advanced Technology and AI Capabilities Multiple Opportunities for Accelerated Growth and Value Creation Long - Term Strategy and Financial Discipline Expanded Addressable Market Creates a fully complete , digital vehicle remarketing platform spanning dealer trade - ins, wholesale remarketing, salvage disposition, and international resale ACV’s innovative dealer - focused inspection technology , condition data , and AI valuation tools enhance Copart’s differentiated vehicle - data platform Adds a scaled position in dealer - to - dealer wholesale and accelerates Copart’s commercial remarketing opportunity Accelerated revenue growth in an expanded TAM with significant expected near - term cost and revenue synergies across dealer, commercial, and retail channels Aligned to Copart’s growth pillars across whole - car expansion and technology - enabled services Strong balance sheet and cash generation support the acquisition while preserving capacity for organic and inorganic investments Copart’s global buyer network , physical footprint , scale, and financial resources + ACV’s digital marketplace , dealer relationships , and technology = compelling commercial growth opportunities and expected operational efficiencies 2
ACV Overview & Market Opportunity
A Scaled, Technology - Enabled Leader in Digital Automotive Wholesale Product Innovation Drives Future Revenue Growth Generating Growth through Scalable Business Model Leader in Wholesale Automotive with Growing Presence in Commercial Supported by Strong Data Platform and Network Effects Robust Go - to - Market Engine Fuels Continued Dealer Share Gain ACV Today ACV provides trusted technology, services, and intelligence for wholesale automotive in the US and Europe, with customizable solutions for Commercial partners, Dealers, and OEMs 70K+ Monthly Transactions 850+ US Vehicle Inspectors $10B+ Annual GMV 22K+ Unique Buyers (2025) Strong Historical Double - Digit Revenue Growth $358 $422 $481 $637 $760 2021A 2022A 2023A 2024A 2025A 3
Strong Secular Tailwinds Support Continued Growth Across the Vehicle Remarketing Ecosystem Accelerating Digital Adoption Growing & Aging Vehicle Parc Rising Vehicle Complexity & Repair Costs Increasing Importance of Data & AI A larger and older vehicle population drives greater demand for remarketing and salvage disposition over time More complex vehicles and rising repair costs contribute to higher total - loss activity and greater need for accurate vehicle data Dealers are increasingly shifting inventory sourcing and disposition to digital channels for greater speed, convenience, and reach Growing AI adoption underscores the increasing importance of technology and data across dealer workflows These tailwinds are expanding and digitizing the vehicle remarketing industry, creating significant opportunity for continued growth and value creation Source: Bloomberg, Mobility Global, CCC Intelligent Solutions, U.S. Bureau of Labor Statistics, U.S. Bureau of Transportation Statistics, Note: ADAS refers to Advanced Driver Assistance Systems J.P. Morgan Annual Franchise Dealership Survey, CDK Global Friction Points Study 258 289 2015A 2025A 2010A 2025A 23% 11 13 U . S . Light Vehicles in Operation (Millions) Average Light Vehicle Age ADAS Calibrations as % of Repairable Appraisals Motor Vehicle Maintenance & Repair Costs Dealers Preferring Only Digital Auction Platforms Dealer AI Adoption 92 146 1% 2017A 2025A 2015A 2025A ~50% ~64% Dec 2025 Jun 2026 28% 39% 2024A 2025A CPI Index (2019 = 100) 4
ACV’s Proprietary Vehicle Intelligence and Data Ecosystem Drive Better Decision - Making and Outcomes on the Platform Data Workflow Dealer Inspection Intelligence ▪ ACV MAX ▪ ClearCar ▪ Dealer appraisal / acquisition ▪ Marketplace integration ▪ ML - based pricing ▪ Condition - adjusted valuations ▪ Hyper - local pricing ▪ Inventory decisioning ▪ Professional inspection network ▪ Self - inspection ▪ Computer vision ▪ Virtual Lift ▪ VIPER ▪ 2.3M marketplace transactions ▪ 64M auction bids ▪ 1.2B user events ▪ 1.6B price estimates ▪ 50M+ vehicle history records ▪ 250+ data points per car 5
A Compelling Strategic Combination
Bringing Together Two Adjacent, Large Vehicle Remarketing Verticals Expands Copart’s addressable market and strengthens its position across the used vehicle lifecycle ~289M 1 U.S. Vehicles in Operation Fully Complete Vehicle Remarketing Platform Participation across dealer - to - dealer wholesale, commercial remarketing, salvage disposition, and international resale Copart Online Auctions Buyers / Export / Rebuilders Aged, Damaged, or Totaled Vehicles Aged, damaged, or totaled vehicles entering salvage disposition Global Leader in Online Vehicle Auctions Vehicles that remain in operation remarketed between dealers and commercial buyers Dealers & Commercial Sellers ACV Digital Wholesale Marketplace Dealer Buyers Leading Digital Automotive Marketplace Source: Mobility Global, Cox Automotive 1. Light vehicles in operation per Mobility Global 2025 study 2. 4.5% scrappage rate per Mobility Global 3. 2025 values per Manheim Used Vehicle Value Index 4. Copart Estimate ~39M 3 Annual Used - Vehicle Transactions ~20M 3,4 flow through Dealer / Used - Vehicle Wholesale / Commercial ~13M 2 Vehicles Removed from Operation ~5M 4 flow through Salvage Vehicle Auctions 6
Copart Brings Differentiated Capabilities to Accelerate ACV’s Growth while ACV Expands Copart’s Addressable Market With ACV, Copart Can Reach New Markets, Scale Digital Capabilities, and Enhance Long - Term Shareholder Value As Part of Copart, ACV Can Grow and Scale Faster Buyer Demand Copart’s global buyer network increases liquidity and could improve outcomes across select vehicle categories Physical Infrastructure Copart’s 250 facilities, of which 25 have dedicated wholesale capabilities, can support vehicle storage, processing and commercial remarketing Commercial Relationships Copart's insurance and commercial relationships create distribution channels for ACV's marketplace and technology Global Footprint Copart provides infrastructure and relationships that could accelerate ACV’s international expansion Digital Marketplace Dealer Relationships Technology Vehicle Intelligence ACV's asset - light digital auction platform gives Copart immediate, scaled access to dealer - to - dealer wholesale ACV's franchise and independent dealer base adds upstream supply Copart does not currently address ACV’s inspection, pricing, and inventory software will enhance Copart’s remarketing operations ACV's proprietary condition and pricing data can sharpen dealer valuation accuracy and support new monetization Leadership & Operating Resources Copart brings long - term visionary leadership and resources to drive growth and fund technology, GTM, infrastructure, and adjacent opportunities 7
Transaction Accelerates Self - Reinforcing Effects of the Platform Greater Liquidity Better Experience Product Expansion Greater Efficiency More Marketplace Participants More Vehicle & Market Data Greater Scale SCALED, DIGITAL MARKETPLACE DATA & TECHNOLOGY Areas expected to be enhanced following proposed business combination 8
Closing Remarks
Bringing Together Two Highly Complementary Businesses to Drive Long - Term Value Creation Multiple Opportunities for Accelerated Growth and Value Creation Long - Term Strategy and Financial Discipline Expanded Addressable Market Advanced Technology and AI Capabilities Industry - Leading, Comprehensive Remarketing Platform Highly Synergistic Assets 9
Filing Exhibits & Attachments
21 documentsPress Releases
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