Copart, Inc. filed a Form 8-K on October 16, 2026, disclosing the completion of its acquisition of ACV Auctions Inc. through a tender offer and subsequent merger, with ACV becoming a wholly owned subsidiary of Copart.

Key Highlights

  • Acquisition completed: Copart completed the acquisition of ACV Auctions Inc. on October 16, 2026, pursuant to the Merger Agreement dated September 10, 2026.
  • Offer price: The tender offer price was $10.50 per share of ACV common stock, net to the seller in cash, without interest, subject to any withholding of taxes.
  • Shares tendered: According to the filing, 116,818,409 shares of ACV Stock were validly tendered and not properly withdrawn as of the Expiration Date.
  • Ownership threshold met: The tendered shares, together with shares already owned by Parent and Merger Sub, represented approximately 68.43% of ACV Stock outstanding as of the Expiration Date.
  • Merger structure: The Merger was completed pursuant to Section 251(h) of the Delaware General Corporation Law without a meeting of ACV stockholders.
  • Equity awards converted: Unvested stock options, restricted stock units, and performance stock units were converted into awards referencing Copart common stock using the Exchange Ratio defined in the Merger Agreement.
  • ESPP terminated: ACV's Employee Stock Purchase Plan was terminated and all outstanding purchase rights were exercised at the Effective Time.

Copart Closes ACV Auctions Deal Through Tender Offer and Short-Form Merger

According to the Form 8-K filed with the Securities and Exchange Commission by Copart, Inc. (NASDAQ:CPRT), the company completed its acquisition of ACV Auctions Inc. on October 16, 2026. The transaction followed a Merger Agreement dated September 10, 2026, under which Apple Merger Sub, Inc., a wholly owned Copart subsidiary, commenced a tender offer on September 17, 2026, at $10.50 per share of ACV common stock. The offer and related withdrawal rights expired at 5:00 p.m. Eastern Time on October 15, 2026, and were not extended.

The filing states that, according to Computershare Trust Company, N.A., the depositary and paying agent, 116,818,409 shares of ACV Stock were validly tendered and not properly withdrawn as of the Expiration Date. Those shares, combined with shares already owned by Copart and Merger Sub, represented approximately 68.43% of outstanding ACV shares, satisfying the minimum tender condition requiring more than 50% of outstanding shares. The filing notes that all other conditions to the offer were satisfied or waived as of the Expiration Date, and Merger Sub irrevocably accepted and paid for all validly tendered shares.

Following the consummation of the offer, the Merger was completed on October 16, 2026, with Merger Sub merging into ACV, which continued as the surviving corporation and a wholly owned subsidiary of Copart. Each remaining share of ACV Stock was converted into the right to receive the $10.50 per share Merger Consideration in cash, with limited exceptions including treasury shares, shares already owned by Copart entities, and shares held by stockholders who properly exercised appraisal rights under Section 262 of the Delaware General Corporation Law. Copart also issued a press release on October 16, 2026, announcing the completion of the acquisition, attached as Exhibit 99.1 to the filing.

What Was Disclosed

Copart reported the completion of its acquisition of ACV Auctions Inc. via a tender offer at $10.50 per share and a subsequent short-form merger, with ACV becoming a wholly owned Copart subsidiary effective October 16, 2026.