Copart, Inc. has entered into a definitive agreement to acquire ACV Auctions Inc. in an all-cash transaction valued at approximately $1.9 billion. 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. The offer is scheduled to begin no later than 7 business days following the agreement's execution date of September 10, 2026, and will remain open for a minimum of 10 business days.
The transaction is structured as a two-step process. First, Copart’s subsidiary, Apple Merger Sub, Inc., will acquire shares in the tender offer. Following the successful completion of the tender offer, Merger Sub will merge with and into ACV, with ACV surviving as a wholly owned subsidiary of Copart. The merger is expected to close by the end of calendar year 2026.
The offer price represents a premium of approximately 45% to ACV’s unaffected closing stock price on August 10, 2026, and a premium of approximately 41% to ACV’s 30-day volume-weighted average price as of September 9, 2026. The tender offer is subject to customary closing conditions, including the tender of shares representing at least 50.1% of the outstanding ACV stock and the expiration of the Hart-Scott-Rodino waiting period.
Both companies have unanimously approved the deal. Copart intends to fund the transaction using cash on hand, and the transaction is not subject to any financing condition. The boards of directors of both Copart and ACV have approved the transaction, which 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.
ACV’s leadership team is expected to remain in place to operate the company as an independent subsidiary of Copart. The transaction will create a full-spectrum, digital vehicle remarketing platform spanning dealer trade-ins, wholesale remarketing, salvage disposition, and international resale. Copart currently operates over 250 locations globally, and the combined entity will leverage ACV’s technology capabilities and dealer-focused data tools.
As part of the agreement, certain holders of ACV stock beneficially owning approximately 4.1% of the outstanding shares have entered into a Support Agreement to tender their shares and vote in favor of the merger. The agreement includes termination fees of $57.7 million for ACV and $115.3 million for Copart in the event of a breach under specified circumstances.
