ACV Auctions Inc. ACVA Share Buybacks

On May 12, 2026, the Company entered into an accelerated share repurchase agreement (the “ASR”) with Citibank, N.A. pursuant to which the Company paid $50.0 million and received an initial delivery of approximately $6.0 million shares of the Company’s common stock (the “Initial ASR Shares”), representing approximately 70% of the prepayment value based on the closing price at inception. The ASR was accounted for as two transactions: (1) a stock repurchase and (2) a forward contract classified as an equity instrument, with the delivery of the Initial ASR Shares immediately reducing weighted-average shares outstanding for both basic and diluted EPS. The Initial ASR Shares were retired upon delivery. The total number of shares to be repurchased by the Company pursuant to the ASR will be based on the volume-weighted average price of the Company’s common stock during the term of the ASR, less a discount, and subject to customary adjustments under the terms and conditions of the ASR agreement. Any incremental shares that may be delivered upon the final settlement of the ASR agreement will be reflected in basic and diluted shares outstanding at the time the shares are delivered. The transactions under the ASR agreement are expected to be completed no later than the fourth quarter of fiscal 2026.