Copart closes ACV takeover at $10.50 a share as its stake reaches 68.43%

Copart completed its cash acquisition of ACV Auctions on October 16, 2026, after 116,818,409 ACV shares were validly tendered and not withdrawn when the tender offer expired at 5:00 p.m. Eastern Time on October 15, representing, with shares Copart already owned, approximately 68.43% of ACV stock outstanding. Holders received $10.50 a share, and ACV shares have stopped trading on the New York Stock Exchange.

Copart's announcement closes a process that began with an agreement and plan of merger dated September 10, 2026 among ACV, Copart and Apple Merger Sub, Inc., the wholly owned Copart subsidiary that ran the offer. The tender offer opened on September 17, 2026, alongside an offer to purchase and letter of transmittal dated the same day.

The tender cleared its 50% condition, and the deadline was not extended

Computershare Trust Company, N.A. acted as depositary and paying agent. The offer and withdrawal rights ran out at 5:00 p.m. Eastern Time on October 15, 2026 without an extension. Copart said the tendered count satisfied the Delaware-law condition that shares held by the buyer and its affiliates amount to at least one share more than 50% of ACV stock outstanding, and that all other conditions were satisfied or waived. The exhibit that carries the announcement, filed alongside the report, describes the same 68.43% as the tendered shares' share of ACV stock outstanding, without adding the shares Copart already held; this article uses the filed report's basis, which includes them. The merger then closed on October 16, 2026 under Section 251(h) of the Delaware General Corporation Law, which permits a short-form merger without a stockholder vote once that threshold is met. ACV is now a wholly owned subsidiary of Copart, and its stock has ceased trading on the New York Stock Exchange.

What holders outside the offer and employee awards receive

ACV shares that were not tendered were cancelled and converted into the right to receive the same $10.50 in cash, except for treasury shares, shares held by Copart or its merger subsidiary, shares already accepted in the offer, and shares whose owners perfected appraisal rights under Section 262 of the Delaware code. Because the 68.43% acceptance level is rounded and counts shares Copart already owned, the shares tendered alone were fewer: about 31.57% of ACV stock outstanding was held outside Copart after the offer, and at least that much was not tendered. Employee awards were handled on separate tracks: vested options struck below $10.50 were cashed out at the difference between the offer price and their exercise price, vested options at or above $10.50 were cancelled for no consideration, and unvested options roll into Copart options at an exchange ratio set in the merger agreement. Restricted stock units held by non-employee directors and former service providers vested and took the cash, other RSUs convert into Copart units, and performance awards convert using the greater of target and actual performance. ACV's employee stock purchase plan was terminated and outstanding purchase rights were exercised.

ACV keeps its leadership as Copart's wholesale leg

ACV will operate as an independent subsidiary of Copart led by ACV's existing leadership team. Jay Adair, Copart's chief executive officer, said in the release that "we have established an industry-leading, fully complete remarketing platform spanning dealer trade-ins, wholesale remarketing, salvage disposition, and international scale." George Chamoun, ACV's chief executive officer, said joining Copart "amplifies this mission, supercharging our growth, pace of innovation and global reach." Copart's own description of the business, in the same document, is of a company founded in 1982 with operations at more than 250 locations in 11 countries, roughly 1 million members in over 185 countries, and more than 4 million vehicles sold in the last year. Evercore advised Copart and Wilson Sonsini Goodrich & Rosati served as its legal counsel; J.P. Morgan Securities LLC advised ACV and provided a fairness opinion, with Davis Polk & Wardwell as ACV's legal counsel.

No revenue, no earnings and no deal value in this filing

This is a completion disclosure under Items 2.01 and 7.01 of a Form 8-K, not a results release. Neither the report nor its exhibit states revenue, profit, guidance, a total transaction value, financing arrangements or expected cost savings, and no pro forma or stub-period financials accompany it. The share count, the per-share price and the acceptance percentage are the only quantitative disclosures, so the documents alone cannot tell a reader what Copart will pay in total: the cash cost turns on the final share count and on settlements for in-the-money options, which the filing leaves to the merger agreement filed as Exhibit 2.1 to the September 10, 2026 Form 8-K. Copart's next quarterly report on Form 10-Q is the first scheduled periodic document expected to carry ACV's balances alongside Copart's own, and the initial accounting for the combination would appear in a later Form 8-K.