Copart to Acquire ACV Auctions in All-Cash Tender Offer at $10.50 Per Share

Executive Summary

On September 10, 2026, Copart, Inc. (NASDAQ: CPRT) entered into a definitive Agreement and Plan of Merger to acquire ACV Auctions Inc. through an all-cash tender offer followed by a second-step merger.

Transaction Structure & Financial Terms

• Offer Structure: Copart's wholly owned subsidiary, Apple Merger Sub, Inc., will commence a cash tender offer to acquire all outstanding shares of ACV Auctions common stock within 5 to 7 business days.
• Consideration: $10.50 per share in cash, net to the seller, without interest.
• Financing: The transaction is not subject to any financing condition.
• Second-Step Merger: Upon completion of the tender offer, the remaining shares will be acquired at the same $10.50 per share cash price pursuant to Section 251(h) of the Delaware General Corporation Law (DGCL), requiring no ACV stockholder vote.

Termination Fees & Closing Conditions

• Minimum Tender Condition: At least one share more than 50% of outstanding ACV common shares must be tendered.
• Regulatory Approvals: Subject to customary antitrust clearances under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act.
• ACV Termination Fee: $57.7 million payable to Copart under specified circumstances (e.g., acceptance of a Superior Proposal).
• Copart Reverse Termination Fee: $115.3 million payable to ACV if the deal fails to close due to antitrust/regulatory injunctions or lack of HSR clearance by the End Date.

Support Agreements

• Stockholders holding approximately 4.1% of ACV's outstanding common stock entered into support agreements committing to tender their shares and vote in favor of the merger.