Copart 8-K

Summary

Copart agreed to acquire ACV Auctions in a $10.50-per-share all-cash deal valued at approximately $1.9B in equity. The combination would expand Copart into dealer-to-dealer wholesale auctions and add ACV’s dealer-focused data and technology; both boards unanimously approved the transaction, with closing expected by calendar year-end 2026.

Key Figures

• Offer: $10.50 per ACV share in cash, a ≈45% premium to ACV’s 8/10/2026 unaffected closing price and a ≈41% premium to its 30-day volume-weighted average price through 9/9/2026. Copart plans to fund the deal with cash on hand; there is no financing condition.
• Closing conditions include valid tenders representing at least a majority of ACV shares and expiration or termination of the Hart-Scott-Rodino waiting period. Copart must commence the offer within 7 business days of signing; it will remain open for at least 10 business days. ACV would become a wholly owned subsidiary led by its existing leadership.
• Certain ACV holders, owning approximately 4.1% of outstanding shares as of 9/8/2026, agreed to tender their shares and vote for the merger if applicable.
• Termination fees in specified circumstances: ACV would pay Copart $57.7M; Copart would pay ACV $115M, including in certain antitrust-related termination circumstances.

Guidance

• Copart expects the transaction to be EPS-neutral in its first full year of ownership and accretive in FY2028 and beyond; it also expects the deal to accelerate revenue growth.

Investor Takeaways

• Watch for commencement and completion of the tender offer and regulatory clearance; the companies expect closing by calendar year-end 2026.
• Post-close revenue growth, synergies and EPS performance will show whether the expected growth acceleration and FY2028-and-beyond accretion materialize.