Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
The Company's management, with the participation of the Company's Chief Executive Officer and the Company's Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of December 31, 2024. Based on the evaluation of the Company's disclosure controls and procedures as of December 31, 2024, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of such date, the Company's disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Company's management conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2024 based on the criteria set forth in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Our assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Alliance Auto Auctions, 166 Auto Auction, LLC, and Indiana Auto Auction, LLC, which are included in the 2024 consolidated financial statements of the Company and constituted 5%, 2% and 2% of revenue, respectively, for the year ended December 31, 2024.
Based on its evaluation, the Company's management concluded that the Company's internal control over financial reporting was effective as of December 31, 2024. The Company's independent registered public accounting firm, Ernst & Young LLP, has issued an auditors' report on the effectiveness of the Company's internal control over financial reporting, which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There was no change in the Company's internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
The Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, believes that the Company's disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that the Company's disclosure controls and procedures or the Company's internal control over financial reporting will prevent or detect all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of
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the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 9B. Other Information.
Our Section 16 officers (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans for the purchase or sale of ACV stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
During the quarter ended December 31, 2024, the following Section 16 officers adopted, modified, or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 under Regulation S-K of the Exchange Act):
• On December 10, 2024 , Michael Waterman , ACV's Chief Sales Officer , adopted a trading plan. Mr. Waterman's trading plan provides for the sale of up to 462,137 shares plus a number of shares to be determined based on net vesting of RSUs and shares remaining from prior trading plan sales. The first trade will not occur until March 11, 2025 at the earliest. Mr. Waterman's trading plan is scheduled to terminate on December 26, 2025 .
• On December 11, 2024 , Vikas Mehta , ACV's Chief Operating Officer , adopted a trading plan. Mr. Mehta's trading plan provides for the sale of up to 100,689 shares plus a number of shares to be determined based on net vesting of RSUs. The first trade will not occur until March 12, 2025 at the earliest. Mr. Mehta's trading plan is scheduled to terminate on December 26, 2025 .
• On December 13, 2024 , Andrew Peer , ACV's Chief Accounting Officer , adopted a trading plan. Mr. Peer's trading plan provides for the sale of up to 15,992 shares plus a number of shares to be determined based on net vesting of RSUs. The first trade will not occur until March 14, 2025 at the earliest. Mr. Peer's trading plan is scheduled to terminate on September 13, 2025 .
• On December 13, 2024 , George Chamoun , ACV's Chief Executive Officer , adopted a trading plan. Mr. Chamoun's trading plan provides for the sale of up to 700,000 shares. The first trade will not occur until March 18, 2025 at the earliest. Mr. Chamoun's trading plan is scheduled to terminate on September 12, 2025 .
The Rule 10b5-1 trading arrangements described above were adopted and precleared in accordance with ACV’s Insider Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in future Section 16 filings with the SEC. Other than disclosed above, no other officer adopted , modified or terminated a Rule 10b5-1 trading arrangement or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) during the quarter ending December 31, 2024 .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item is incorporated by reference to the information set forth in the Company's Proxy Statement relating to the Company's 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2024.
Item 11. Executive Compensation.
The information required by this item is incorporated by reference to the information set forth in the Company's Proxy Statement relating to the Company's 2025 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is incorporated by reference to the information set forth in the Company's Proxy Statement relating to the Company's 2025 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference to the information set forth in the Company's Proxy Statement relating to the Company's 2025 Annual Meeting of Stockholders.
Item 14. Principal Accountant Fees and Services.
The information required by this item is incorporated by reference to the information set forth in the Company's Proxy Statement relating to the Company's 2025 Annual Meeting of Stockholders.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Documents filed as part of this report
(1) All financial statements
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Statements of Operations for the Years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2024, 2023, and 2022
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Cash Flows for the Years ended December 31, 2024, 2023, and 2022
Notes to Consolidated Financial Statements
(2) Financial statement schedules
All financial statement schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because it is not required.
(3) Exhibits required by Item 601 of Regulation S-K
Exhibit Index
Exhibit
Number
Description Form File No. Exhibit Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation of the Registrant .
8-K 001-40256 3.1 March 26, 2021
3.2 Amended and Restated Bylaws of the Registrant.
8-K 001-40256 3.2 July 29, 2024
4.1 Form of Class A Common Stock Certificate.
S-1/A 333-253617 4.1 March 15, 2021
4.2 Description of Securities.
10-K
001-40256 4.2 February 21, 2024
10.1 Fifth Amended and Restated Investors’ Rights Agreement, dated as of September 2, 2020.
S-1 333-253617 10.1 February 26, 2021
10.2 2015 Long-Term Incentive Plan, as amended March 11, 2021, and forms of agreements thereunder.
S-1/A 333-253617 10.2 March 15, 2021
10.3 2021 Equity Incentive Plan and forms of agreements thereunder.
S-1/A 333-253617 10.3 March 15, 2021
10.4 2021 Employee Stock Purchase Plan.
S-1/A 333-253617 10.4 March 15, 2021
10.5 Form of Indemnity Agreement entered into by and between Registrant and each director and executive officer.
S-1/A 333-253617 10.5 March 15, 2021
10.6 Amended and Restated Employment Agreement, dated August 12, 2016, by and between the Registrant and George Chamoun.
S-1 333-253617 10.6 February 26, 2021
10.7 Lease Agreement, dated as of November 30, 2017, by and between the Registrant and 640 Ellicott Street, LLC.
S-1 333-253617 10.7 February 26, 2021
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10.8 First Amendment to Lease Agreement, dated as of April 1, 2023, by and between Registrant and 640 Ellicott Street, LLC
10-K
001-40256 10.8 February 21, 2024
10.9 Second Amendment to Lease Agreement, dated as of May 1, 2023, by and between Registrant and 640 Ellicott Street, LLC
10-K
001-40256 10.9 February 21, 2024
10.10 Third Amendment to Lease Agreement, dated as of January 2, 2024, by and between Registrant and 640 Ellicott Street, LLC
10-K
001-40256 10.10 February 21, 2024
10.11 Fourth Amendment to Lease Agreement, dated as of January 31, 2024, by and between Registrant and 640 Ellicott Street, LLC
10-K
001-40256 10.11 February 21, 2024
10.12 Lease Agreement, dated as of September 26, 2019, by and between the Registrant and Innovation Center Annex, LLC.
S-1 333-253617 10.8 February 26, 2021
10.13+ Form of Confirmatory Offer of Employment.
S-1/A 333-253617 10.9 March 15, 2021
10.14+ Performance Bonus Plan.
S-1/A 333-253617 10.10 March 15, 2021
10.15+ Non-Employee Director Compensation Policy.
S-1/A 333-253617 10.11 March 15, 2021
10.16+ Severance and Change in Control Plan.
S-1/A 333-253617 10.12 March 15, 2021
10.17 Revolving Credit Agreement dated as of August 24, 2021 among the Registrant, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
10-Q 001-40256 10.1 November 10, 2021
10.18 Amendment No. 1, dated June 1, 2023, to Revolving Credit Agreement dated as of August 24, 2021 among ACV Auctions Inc., the lenders party thereto and JPMorgan Chase Bank, N.S., as Administrative Agent
10-Q 001-40256 10.1 August 7, 2023
10.19 Fifth Amendment to Lease Agreement, dated as of March 20, 2024, by and between Registrant and 640 Ellicott Street, LLC
10-Q 001-40256 10.3 May 8, 2024
10.20 Amendment No. 2, dated June 20, 2024, to Revolving Credit Agreement, dated as of August 24, 2021, among ACV Auctions Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
10-Q 001-40256 10.2 August 7, 2024
10.2 Amendment No. 3, dated October 7, 2024, to Revolving Credit Agreement, dated as of August 24, 2021, among ACV Auctions Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
10-Q 001-40256 10.1 October 7, 2024
19.1 Insider Trading policy
X
19.2 10b5-1 Guidelines
X
21.1 List of Subsidiaries of the Registrant
X
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23.1 Consent of Ernst & Young LLP, independent registered public accounting firm.
X
24.1 Power of Attorney (included on the signature page to this Annual Report on Form 10-K).
X
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1 Clawback Policy
10-K
001-40256 10.11 February 21, 2024
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
_______________________________________
+ Indicates management contract or compensatory plan
* This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .
ACV Auctions Inc
Date: February 19, 2025
By: /s/ George Chamoun
George Chamoun
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Chamoun and William Zerella, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name Title Date
/s/ George Chamoun Chief Executive Officer and Director February 19, 2025
George Chamoun (Principal Executive Officer)
/s/ William Zerella Chief Financial Officer February 19, 2025
William Zerella (Principal Financial Officer)
/s/ Andrew Peer
Chief Accounting Officer
February 19, 2025
Andrew Peer
(Principal Accounting Officer)
/s/ Kirsten Castillo Director February 19, 2025
Kirsten Castillo
/s/ Robert P. Goodman Director February 19, 2025
Robert P. Goodman
/s/ Brian Hirsch Director February 19, 2025
Brian Hirsch
/s/ René F. Jones Director February 19, 2025
René F. Jones
/s/ Eileen A. Kamerick Director February 19, 2025
Eileen A. Kamerick
/s/ Brian Radecki Director February 19, 2025
Brian Radecki
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