Copart to buy ACV Auctions for $10.50 a share in cash; ACV stock jumps 44%

What happened

ACV Auctions Inc. (NYSE: ACVA) filed a Form 8-K with the Securities and Exchange Commission on September 10, 2026, disclosing that it entered into an Agreement and Plan of Merger with Copart, Inc. and Copart's wholly owned subsidiary, Apple Merger Sub, Inc., according to the filing.

Under the agreement, Copart will cause the merger subsidiary to begin a cash tender offer within 5 business days of the agreement, and no later than 7 business days after, to buy all outstanding ACV common stock for $10.50 per share in cash, net to the seller and without interest, the filing states. The offer must stay open at least 10 business days from commencement.

The filing states the deal is not subject to a financing condition. Its conditions include that shares validly tendered and not withdrawn, together with shares Copart and the merger subsidiary already own, equal at least one share more than 50% of ACV stock outstanding at the offer's expiration, and that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expire or terminate, according to the 8-K.

Once shares are accepted and paid for, the merger subsidiary will merge into ACV and ACV will become a wholly owned Copart subsidiary, the filing says, using a procedure under Section 251(h) of the Delaware General Corporation Law that requires no further stockholder vote.

ACV stock closed at $10.41 on the day of the filing, up 44.18% from the prior close of $7.22, on volume of 115,411,400 shares against an average of 3,962,698, according to the price data. ACV, based in Buffalo, New York, operates a wholesale auction marketplace for used vehicles, where dealerships buy and sell inventory.

What this means

A Form 8-K is a current report: companies file it to disclose material events to investors between quarterly reports. The items listed on this filing — 1.01, 7.01 and 9.01 — map directly to the story: Item 1.01 covers entering a material definitive agreement, Item 7.01 covers Regulation FD disclosure, and Item 9.01 covers the attached exhibits, which include the merger agreement, a support agreement, a joint press release and an investor presentation.

A cash tender offer is an invitation to all shareholders to sell their shares at a stated price during a set window, rather than a single negotiated sale. Here, a subsidiary of Copart makes the offer directly to ACV holders at $10.50 per share. The minimum condition sets the bar at more than half the shares, so Copart gains control, and the merger that follows sweeps in any shares not tendered at the same price.

Section 251(h) of the Delaware General Corporation Law is what makes the structure work. Under Delaware law, a merger normally requires a shareholder vote. Section 251(h) allows a merger to close without one if a parent company first completes a tender offer that takes it over the ownership threshold set out in the statute. That is why the filing describes the tender offer and the merger as two steps of one transaction.

The waiting period referenced in the filing comes from the Hart-Scott-Rodino Antitrust Improvements Act, a federal law requiring companies of a certain size to notify regulators before completing large mergers. Regulators review the deal during a set period before it can close. The filing says the deal cannot close unless that period expires or is terminated, and it also requires that no court order blocks it.

The merger agreement includes a no-shop provision restricting ACV from soliciting other bids, with a fiduciary out that lets it consider unsolicited proposals that could reasonably be expected to lead to a superior proposal, the filing says. If ACV ends the agreement to accept such a proposal, it owes Copart a $57,700,000 termination fee. Copart owes ACV $115,300,000 in termination fees under specified circumstances, including certain antitrust-related outcomes, according to the filing.

Employees and directors holding ACV equity are handled in the agreement as well. Vested options with an exercise price below $10.50 are cashed out at the spread; those at or above $10.50 are canceled for no consideration; unvested options and most restricted stock units convert into Copart awards using a defined exchange ratio; and unvested awards held by non-employee directors or former service providers vest and convert into cash at the offer price, per the 8-K. ACV's employee stock purchase plan terminates on the earlier of the first purchase date after the agreement and the tenth trading day before the merger closes.

The filing does not say why the two companies agreed to this deal, and it does not disclose the negotiations that led to the $10.50 price. A joint press release and investor presentation were attached as exhibits; the filing text provided here does not include their contents.

Alongside the merger agreement, certain ACV stockholders holding about 4.1% of shares outstanding as of September 8, 2026 signed a support agreement committing them to tender their shares and vote for the merger, the filing says. That agreement ends on the earliest of several events, including termination of the merger agreement or completion of the transaction.