Copart completes ACV Auctions acquisition at $10.50 per share

Copart, Inc. (CPRT) completed its acquisition of ACV Auctions Inc. (NYSE: ACVA) on Oct. 16, the company said Friday in a regulatory filing.

Holders of ACV shares are entitled to $10.50 per share in cash, without interest, subject to withholding taxes.

The transaction was structured as a tender offer followed by a merger. Copart’s subsidiary, Apple Merger Sub, Inc., began the offer on Sept. 17 under a merger agreement dated Sept. 10, 2026.

The offer expired at 5 p.m. Eastern Time on Oct. 15 and was not extended.

According to Computershare Trust Company, N.A., the depositary, 116,818,409 ACV shares were validly tendered and not properly withdrawn by the expiration. Together with shares already owned by Copart and its merger subsidiary, that represented about 68.43% of ACV’s outstanding stock.

The tender condition required more than 50% of outstanding ACV shares, counting shares held by Merger Sub and its affiliates. All other conditions were satisfied or waived as of the expiration.

Merger Sub then accepted for payment and paid for the tendered shares.

On Oct. 16, Merger Sub merged with and into ACV under Section 251(h) of the Delaware General Corporation Law, without a meeting of stockholders. ACV continues as the surviving corporation and a wholly owned subsidiary of Copart.

Shares not tendered were converted into the same $10.50 cash payment. Treasury shares, shares owned by Copart and its wholly owned subsidiaries, and shares held by holders who perfected appraisal rights under Section 262 were excluded.

Vested ACV stock options with an exercise price below $10.50 were cancelled for a cash payment equal to the spread. Vested options priced at or above the offer price were cancelled for no consideration.

Unvested options were converted into Copart options, adjusted by the exchange ratio defined in the merger agreement. Restricted stock units held by non-employee directors and former service providers vested in full and were paid at the offer price.

Other restricted stock units were converted into Copart awards. Performance stock units were converted based on the greater of target and actual performance, as determined by ACV’s compensation committee.

ACV’s employee stock purchase plan was terminated, and all outstanding purchase rights were exercised.

Evercore served as financial advisor to Copart, and Wilson Sonsini Goodrich & Rosati, Professional Corporation, as legal counsel. J.P. Morgan Securities LLC was exclusive financial advisor to ACV and provided a fairness opinion, with Davis Polk & Wardwell LLP as legal counsel.

Copart CEO Jay Adair said the deal “is an important milestone for Copart as we continue to deliver on our growth strategy.” With ACV now part of the Copart family, he said, the company has “established an industry-leading, fully complete remarketing platform spanning dealer trade-ins, wholesale remarketing, salvage disposition, and international scale.”

ACV shares have ceased trading on the New York Stock Exchange. ACV will operate as an independent subsidiary of Copart, led by its existing leadership team.

ACV CEO George Chamoun said, “ACV’s mission is not complete and we will continue to revolutionize the used vehicle sector.” “Joining with Copart amplifies this mission, supercharging our growth, pace of innovation and global reach,” Chamoun said.

Copart was founded in 1982 and describes itself as a global leader in online vehicle auctions. It says it has more than 250 locations in 11 countries and sold more than 4 million units in the last year.

The filing does not state the total cost of the transaction or the exchange ratio.