Copart agrees to buy ACV for $10.50 a share in cash

Copart (NASDAQ: CPRT) and ACV Auctions (NYSE: ACVA) announced a definitive Agreement and Plan of Merger on September 10, 2026, under which Copart will acquire all outstanding ACV common stock for $10.50 per share in cash. The companies put the implied equity value at approximately $1.9 billion, with the offer representing an approximately 45% premium to ACV's unaffected closing price on August 10, 2026. The transaction remains subject to a tender offer and closing conditions.

A cash offer, with conditions still to clear

The agreement calls for Copart's wholly owned Apple Merger Sub to begin a cash tender offer within five business days if practicable, and no later than seven business days. The offer must remain open for at least 10 business days after commencement. The $10.50 payment is net to the seller in cash, without interest and subject to required withholding.

To proceed, the offer must satisfy a minimum condition: shares tendered and not withdrawn, together with shares already owned by Copart or Merger Sub, must exceed 50% of outstanding ACV stock. Other conditions include expiration or termination of the Hart-Scott-Rodino waiting period, the absence of a prohibiting injunction in material jurisdictions and customary conditions in Annex I of the agreement. There is no financing condition.

After the tendered shares are accepted and paid for, Merger Sub would merge into ACV under Section 251(h) of Delaware's corporate law, without additional stockholder approvals. Remaining untendered shares would convert into the same $10.50 cash consideration, subject to appraisal rights and exclusions for treasury shares and shares held by Copart or Merger Sub. The companies expect closing by calendar year-end 2026, subject to the conditions being met.

Linking dealer wholesale with Copart's resale network

The companies describe the combination as a way to serve more of a vehicle's remarketing journey, from dealer trade-ins and commercial wholesale to salvage and international resale. Their rationale pairs ACV's commercial wholesale platform and national buyer and inspector network with Copart's global buyers and physical infrastructure, which Copart says spans more than 250 locations.

ACV also brings dealer-focused vehicle data, inspection and artificial-intelligence tools, including ClearCar, VIPER and True360. Following closing, the companies intend for ACV to operate as an independent Copart subsidiary under its existing leadership team.

Copart puts the earnings benefit in fiscal 2028 and beyond

Copart says the transaction is expected to accelerate revenue growth, be neutral to its earnings per share in the first full year of ownership and be accretive to EPS in fiscal 2028 and beyond. Those are company expectations for the proposed combination, rather than results already delivered.

The approximately 45% premium uses ACV's August 10 closing price, the last trading day before published media reports about a potential transaction involving ACV. The companies also disclosed an approximately 41% premium to ACV's 30-day volume-weighted average price ending September 9, 2026.

Copart scheduled a financial-community conference call for 5:30 p.m. Eastern Time on September 10 to discuss the transaction and its financial results. Its 8-K identifies the merger agreement under Item 1.01 and the announcement under Item 7.01, with exhibits under Item 9.01. The joint release and investor presentation were furnished as Exhibits 99.1 and 99.2, respectively, rather than filed for purposes of Section 18 of the Exchange Act.