ACV Auctions Inc. entered into a definitive agreement on September 10, 2026, to be acquired by Copart, Inc. Under the terms of the Merger Agreement, Copart will commence a cash tender offer to purchase all outstanding shares of ACV common stock for $10.50 per share, net to the seller in cash. This offer price represents an implied equity value of approximately $1.9 billion and a premium of approximately 45% to ACV’s unaffected closing stock price on August 10, 2026.
The transaction is structured as a two-step process. First, Copart will initiate a tender offer within five business days of the agreement date, with the offer remaining open for a minimum of 10 business days. The offer is subject to customary conditions, including the tender of at least a majority of ACV’s outstanding shares and the expiration of the Hart-Scott-Rodino Antitrust waiting period. Following the successful completion of the tender offer, a subsidiary of Copart will merge with ACV, with ACV surviving as a wholly owned subsidiary. Any shares not tendered in the offer will be converted into the right to receive the same $10.50 per share in cash at the effective time of the merger.
The boards of directors of both ACV and Copart have unanimously approved the transaction. ACV’s leadership team is expected to continue leading the company as an independent subsidiary following the close of the deal, which is anticipated to be completed by the end of calendar year 2026. Copart intends to fund the transaction using cash on hand and does not view the deal as subject to a financing condition.
In addition to the merger agreement, approximately 4.1% of ACV’s outstanding stock was committed to the deal through a Support Agreement signed by certain stockholders. The agreement includes a termination fee of $57.7 million for ACV if it terminates to accept a superior proposal, as well as a reciprocal fee of $115.3 million for Copart under specific circumstances.
