Copart Extends Cash Tender Offer for ACV Auctions to October 15 with 52.8% Already Tendered

Overview of Amendment No. 3 to Schedule TO

On October 8, 2026, Copart, Inc. (through its wholly owned subsidiary Apple Merger Sub, Inc.) filed Amendment No. 3 to its Schedule TO tender offer statement to acquire all outstanding shares of common stock of ACV Auctions Inc. ($ACVA) at $10.50 per share in cash, without interest.

Key Transaction Highlights

1. Expiration Date Extension:

   • The tender offer was previously extended to 5:00 p.m. Eastern Time on October 7, 2026.
   • It has now been extended to 5:00 p.m. Eastern Time on October 15, 2026.

2. Regulatory Clearance Progress:

   • The extension provides additional time for the expiration or early termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, which is scheduled to expire at 11:59 p.m. Eastern Time on October 13, 2026.

3. Tender Offer Participation Rate:

   • As of 5:00 p.m. ET on October 7, 2026, approximately 90,199,271 shares had been validly tendered and not withdrawn.
   • This represents approximately 52.84% of the issued and outstanding shares of ACV Auctions common stock.
   • Consequently, the Minimum Condition (requiring at least one share more than 50% of outstanding shares to be tendered to facilitate a merger under Section 251(h) of the DGCL) has currently been achieved, subject to proper delivery and non-withdrawal through final expiration.

Strategic & Market Implications

• Deal Completion Probability: Having surpassed the 50% threshold, closing is primarily contingent on regulatory clearance via the expiration of the HSR waiting period on October 13, 2026.
• Merger Structure: Upon successful expiration and acceptance of the tendered shares, Apple Merger Sub, Inc. plans to merge into ACV Auctions Inc. under Section 251(h) of the DGCL, converting untendered shares into the right to receive the $10.50 per share cash consideration.