What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-23 compared with 2025-02-19 · 223 added, 229 removed, 705 unchanged (39% of the section changed)

7 unchanged sentences

Notes to Consolidated Financial Statements

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Note 1 - Nature of Business and Summary of Significant Accounting Policies

Note 2 - Concentration of Credit Risk

Note 3 - Financial Instruments

Note 4 - Fair Value Measurement

Note 5 - Accounts Receivables & Allowance for Doubtful Receivables

Note 6 - Property and Equipment, net

Note 7 - Internal-Use Software Costs, net

Note 8 - Guarantees, Commitments and Contingencies

Note 9 - Borrowings

Note 10 - Leases

Not e 11 - Stockholders' Equity

Note 12 - Revenue

Note 13 - Stock-Based Compensation

Note 14 - Employee Benefit Plan

Note 15 - Income Taxes

Note 16 - Acquisitions

Note 17 - Goodwill and Acquired Intangibles

Note 18 - Net Income (Loss) Per Share

Note 19 - Segment Information

Report of Independent Registered Public Accounting Firm

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Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have audited the accompanying consolidated balance sheets of ACV Auctions Inc.

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 23, 2026 expressed an unqualified opinion thereon.

Critical Audit Matter

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

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Revenue – highly automated processes within auction & other marketplace revenue

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February 23, 2026

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Report of Independent Registered Public Accounting Firm

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s 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.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Alliance Auto Auctions, 166 Auto Auction, LLC, and Indiana Auto Auction, LLC.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 23, 2026 expressed an unqualified opinion thereon.

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and

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directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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February 23, 2026

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ACV AUCTIONS INC.

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Loss from operations ( 63,191 ) ( 84,105 ) ( 89,677 )

Other income (expense):

Other (expense) income:

Interest income 8,008 9,337 16,507

Interest expense ( 9,620 ) ( 4,244 ) ( 1,565 )

Total other income (expense) 5,093 14,942 4,103

Total other (expense) income ( 1,612 ) 5,093 14,942

Loss before income taxes ( 64,803 ) ( 79,012 ) ( 74,735 )

Provision for income taxes 1,338 688 526

Net income (loss) $ ( 79,700 ) $ ( 75,261 ) $ ( 102,193 )

Net loss $ ( 66,141 ) $ ( 79,700 ) $ ( 75,261 )

Weighted-average shares - basic and diluted 170,584 164,851 159,953

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The accompanying notes are an integral part of these consolidated financial statements.

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ACV AUCTIONS INC.

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2025 2024 2023

Net income (loss) $ ( 79,700 ) $ ( 75,261 ) $ ( 102,193 )

Net loss $ ( 66,141 ) $ ( 79,700 ) $ ( 75,261 )

Other comprehensive loss:

Net unrealized gains (losses) on available-for-sale securities 660 1,737 ( 2,462 )

Foreign currency translation (loss) gain ( 1,871 ) 509 ( 1,273 )

Net unrealized gains on available-for-sale securities 68 660 1,737

Foreign currency translation gain (loss) 4,010 ( 1,871 ) 509

Comprehensive loss $ ( 62,063 ) $ ( 80,911 ) $ ( 73,015 )

The accompanying notes are an integral part of these consolidated financial statements.

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ACV AUCTIONS INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data )

(in thousands, except per share data )

2025 December 31,

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0 and 0 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Common stock - Class A;

Common stock;

$ 0.001 par value;

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$ 0.001 par value;

160,000,000 shares authorized;

0 and 160,000 shares authorized at December 31, 2025 and December 31, 2024, respectively;

0 and 0 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

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Accumulated deficit ( 568,456 ) ( 502,315 )

Accumulated other comprehensive loss ( 2,740 ) ( 1,529 )

Accumulated other comprehensive income (loss) 1,338 ( 2,740 )

Total stockholders' equity 429,683 440,004

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The accompanying notes are an integral part of these consolidated financial statements.

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ACV AUCTIONS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(in thousands, except share data)

Common Class A Common Class B

(in thousands)

Common Stock (1)

Common Class B

Capital Accumulated

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Vested restricted stock units 1,408 2 313 — ( 16,024 ) — — ( 16,022 )

Escrowed shares 620,877 1 — — ( 1 ) — — —

Issuance of shares for employee stock purchase plan 296 — — — 3,062 — — 3,062

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Issuance of shares for employee stock purchase plan 266 — — — 3,910 — — 3,910

Issuance of shares for acquisitions 1,413 1 — — 8,555 — — 8,556

Balance, December 31, 2024 168,028 $ 168 — $ — $ 944,891 $ ( 502,315 ) $ ( 2,740 ) $ 440,004

Conversion of Class B common stock to Class A common stock 24,088,310 24 ( 24,088,310 ) ( 24 ) — — — —

Net loss — — — — — ( 66,141 ) — ( 66,141 )

Other comprehensive income — — — — — — ( 1,211 ) ( 1,211 )

Other comprehensive loss — — — — — — 4,078 4,078

Stock-based compensation — — — — 72,503 — — 72,503

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Issuance of shares for employee stock purchase plan 504 1 — — 4,665 — — 4,666

Issuance of shares for acquisitions 1,413,075 1 — — 8,555 — — 8,556

Balance, December 31, 2025 173,179 $ 173 — $ — $ 996,628 $ ( 568,456 ) $ 1,338 $ 429,683

(1) - Following the approval by the Company's shareholders of certain amendments to the Company's Certificate of Incorporation at the 2025 Annual Shareholder Meeting, the Company filed with the State of Delaware the Eleventh Amended and Restated Certificate of Incorporation of ACV Auctions Inc.

The changes include, among other things, the removal of all references to Class B Common Stock and the reclassification of Class A Common Stock to Common Stock.

The accompanying notes are an integral part of these consolidated financial statements.

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ACV AUCTIONS INC.

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Cash Flows from Operating Activities

Net income (loss) $ ( 79,700 ) $ ( 75,261 ) $ ( 102,193 )

Net loss $ ( 66,141 ) $ ( 79,700 ) $ ( 75,261 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

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Acquisition of businesses (net of cash acquired) — ( 156,475 ) ( 29,623 )

Net cash provided by (used in) investing activities ( 15,863 ) ( 110,972 ) ( 282,979 )

Net cash used in investing activities ( 74,051 ) ( 15,863 ) ( 110,972 )

Cash Flows from Financing Activities

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The accompanying notes are an integral part of these consolidated financial statements.

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ACV AUCTIONS INC.

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Nature of Business and Summary of Significant Accounting Policies

Nature of Business – The Company operates in one industry segment, providing a wholesale auction marketplace (the “Marketplace” or “Marketplace Platform”) to facilitate business-to-business used vehicle sales between a selling dealership (“Seller”) and a buying dealership (“Buyer”).

Our marketplace encompasses the digital marketplaces, remarketing centers, data services, and data and technology.

Nature of Business – ACV Auctions Inc.

(the "Company" or "ACV") operates in one industry segment, providing a wholesale auction marketplace to facilitate business-to-business used vehicle sales between a selling dealership (“Seller”) and a buying dealership (“Buyer”).

The Marketplace encompasses the digital marketplaces, remarketing centers, data services, and data and technology.

Customers using the Marketplace are licensed automotive dealerships or other commercial automotive enterprises.

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Customers using data services are licensed automotive dealerships or other commercial automotive enterprises.

All services are provided in the United States and certain data services are also provided internationally.

Services are primarily provided in the United States and certain data services are also provided internationally.

Services are supported by the Company’s operations which are primarily in North America and India.

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All intercompany balances and transactions have been eliminated in consolidation.

Basis of Preparation – The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S.

GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Basis of Preparation – The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Management Estimates – The preparation of consolidated financial statements and related disclosures in conformity with U.S.

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Cash and Cash Equivalents – The Company considers all highly liquid instruments originally purchased with a maturity of three months or less to be cash equivalents.

Included within Cash and cash equivalents on the Consolidated Balance Sheets are restricted cash balances.

The restricted cash balance was no t material at December 31, 2024 and December 31, 2023.

Included within Cash and cash equivalents on the Consolidated Balance Sheets are restricted cash balances which were no t material at December 31, 2025 and December 31, 2024.

Receivables – Trade receivables include the price of the auctioned vehicle and fees due for services.

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Finance receivables are due upon maturity or upon the subsequent sale of the purchased vehicle, whichever comes first.

Finance receivables are placed on nonaccrual status when principal or interest becomes delinquent, which is generally 31 days past due unless management determines that the finance receivable status clearly warrants other treatment.

Nonaccrual finance receivables are returned to accrual status when all past due principal and interest payments have been paid by the borrower.

While on nonaccrual status, interest is not recognized into income.

For trade receivables and finance receivables, management considers factors such as age of the receivable, customer history, existing economic conditions, overall portfolio credit quality, and reasonable and supportable expectations about

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the future to estimate an allowance.

Upon management’s determination of uncollectibility, such accounts are written off against the allowance for doubtful receivables or allowance for credit losses.

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Depreciation is computed using the straight-line method over the approximate economic useful lives of the assets.

Depreciation of the cost of improvements to leased properties is made using the straight-line method based on the shorter of the estimated useful life or applicable lease period.

Depreciation of the cost of improvements to leased properties is made using the straight-line method based on the shorter of the estimated useful life of the improvement or applicable lease period.

The estimated useful lives of the Company's property and equipment are generally as follows:

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Costs related to preliminary project activities and post implementation activities are expensed as incurred.

This software is amortized, once it is placed into service, on a straight-line basis over its estimated useful life, generally three years .

This software is amortized, once it is placed into service, on a straight-line basis over its estimated useful life which is generally three years .

The Company evaluates the useful lives of these assets on an annual basis, or more frequently when warranted.

Leases – The Company determines if an arrangement is a lease at inception.

Operating leases with a term greater than twelve months are included in Other assets and Other long-term liabilities in the Company's Consolidated Balance Sheets.

Right-of-use ("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease.

ROU assets and related lease liabilities related to operating leases with a term greater than twelve months are included in Other assets and Other long-term liabilities, respectively, in the Company's Consolidated Balance Sheets.

The portions of such lease liabilities due within one year are included in Accrued other liabilities in the Company’s Consolidated Balance Sheets.

The Company has elected to account for operating leases with a term less than twelve months to be expensed as incurred.

Short-term operating lease expenses were not material for the years ended December 31, 2025, 2024, and 2023.

The Company’s operating leases have lease and non-lease components for which the Company has elected to apply the practical expedient and account for each lease component and related non-lease component as one single component.

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The Company did not identify any impairment of its goodwill for the years ended December 31, 2025, 2024, and 2023.

Impairment of Long-Lived Assets – The Company periodically reviews long-lived assets, which consist of its property and equipment, internal-use software and other finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful lives are no longer appropriate.

If indicators of impairment exist and the undiscounted projected cash flows associated with such assets

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are less than the carrying amount of the asset and the carrying value of the asset group is determined to be unrecoverable, an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the asset group exceeds its fair value.

Impairment of Long-Lived Assets – The Company periodically reviews long-lived assets, which consist of its property and equipment, internal-use software and other finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may be impaired or the estimated useful lives are no longer appropriate.

If indicators of impairment exist and the undiscounted projected cash flows associated with such

assets are less than the carrying amount of the asset group and the carrying value of the asset group is determined to be unrecoverable, an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the asset group exceeds its fair value.

The Company did not identify any material impairment losses related to the Company's long-lived assets during the years ended December 31, 2025, 2024, and 2023.

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Accordingly, auction and related fees charged to the Buyer and Seller are reported as revenue on a net basis, excluding the price of the auctioned vehicle in the transaction.

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Revenue from transportation services is recognized over time as delivery is completed.

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These costs include personnel-related costs, related stock-based compensation expenses, and legal and other professional services expenses.

Also included in selling, general and administrative is advertising and marketing costs to promote the Company's services, which are expensed as incurred.

Also included in selling, general and administrative are advertising and marketing costs to promote the Company's services, which are expensed as incurred.

Advertising and marketing expenses were $ 6.2 million, $ 5.8 million, and $ 4.6 million for the years ended December 31, 2025, 2024 and 2023 respectively.

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Stock-Based Compensation – The Company uses the fair value recognition provisions of ASC 718, Compensation – Stock Compensation .

The estimated fair value of each Common Stock option award or employee stock purchase right is calculated on the date of grant using the Black-Scholes option pricing model.

The Company's most recent issuance of stock options occurred during 2021.

The estimated fair value of each Common Stock option award or employee stock purchase right was calculated on the date of grant using the Black-Scholes option pricing model.

Application of the Black-Scholes option pricing model requires significant judgment, and involves the use of subjective assumptions including:

Expected Term — The expected term represents the period that the stock-based awards are expected to be outstanding.

As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the simplified method was used to determine the expected term for awards issued to

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With respect to employee stock purchase rights, the Company uses a term assumption consistent with the purchase period.

Risk-Free Interest Rate — The risk-free interest rate is based on the U.S.

Expected Term — The expected term represents the period that the stock-based awards were expected to be outstanding.

As the Company did not have sufficient historical experience at the time of grant, for determining the

expected term of the stock option awards granted, the simplified method was used to determine the expected term for awards issued to employees.

With respect to employee stock purchase rights, the Company used a term assumption consistent with the purchase period.

Risk-Free Interest Rate — The risk-free interest rate was based on the U.S.

Treasury yield curve in effect at the date of grant for zero-coupon U.S.

Treasury constant maturity notes with terms approximately equal to the stock-based awards’ or employee stock purchase rights' expected term.

Expected Volatility — Expected volatility is estimated based upon the historical volatility of the daily closing prices of the Company's Class A common stock, which is traded publicly on the Nasdaq Global Select Market, over periods that correlate with the expected terms of the awards granted.

Dividend Rate — The expected dividend rate is zero as the Company has not paid and does not anticipate paying any dividends in the foreseeable future.

Expected Volatility — Expected volatility was estimated based upon the historical volatility of the daily closing prices of the Company's Common stock, which is traded publicly on the New York Stock Exchange, over periods that correlate with the expected terms of the awards granted.

Dividend Rate — The expected dividend rate was zero as the Company has not paid and does not anticipate paying any dividends in the foreseeable future.

Fair Value of Common Stock — Prior to the Company's IPO, the Company estimated the fair value of common stock.

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and (v) precedent transactions involving the Company’s shares.

Subsequent to the IPO, the fair value of the underlying common stock is determined by the closing price, on the date of grant, of the Company's Class A common stock.

Subsequent to the IPO, the fair value of the underlying common stock was determined by the closing price, on the date of grant, of the Company's Common stock.

The Company measures all stock options and other stock-based awards granted to employees, directors, consultants and other nonemployees based on the fair value on the date of the grant.

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Forfeitures are recognized as they occur.

The fair value of restricted stock units are determined based on the closing price of the Company’s Class A common stock on the grant date.

The fair value of restricted stock units are determined based on the closing price of the Company’s Common stock on the grant date.

The awards and units vest over time and compensation expense is recognized based on their grant fair value ratably over the requisite service period.

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The Company’s management evaluates its tax positions to determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the tax position.

Management has analyzed the Company’s tax positions and has concluded that as of December 31, 2024, there are no uncertain positions taken or expected to be taken that would require recognition or

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disclosure in the consolidated financial statements.

Management has analyzed the Company’s tax positions and has concluded that as of

December 31, 2025, there are no uncertain positions taken or expected to be taken that would require recognition or disclosure in the consolidated financial statements.

Under the Company’s policy, interest and penalties would be expensed as incurred and reported within the Other income (expense) section of the Consolidated Statements of Operations.

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Foreign currency transaction gains and losses are reported within the Selling, general, and administrative financial statement line item of the Consolidated Statements of Operations.

Net Loss Per Share Attributable to Common Stockholders – Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

Net Loss Per Share Attributable to Common Stockholders – Basic net loss per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

Diluted net loss per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, adjusted to reflect potentially dilutive securities using the treasury stock method for the purchase of the Company's common stock, stock option awards and restricted stock units.

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The carrying values of cash and cash equivalents, trade and finance accounts receivable, and accounts payable approximate fair value due to the short-term nature of those instruments.

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Accounting Pronouncements – The following table provides a description of accounting standards that were adopted by the Company as well as standards that are not yet adopted that could have an impact to the consolidated financial statements upon adoption.

Recent Accounting Pronouncements – The following table provides a description of accounting standards that were adopted by the Company as well as standards that are not yet adopted that could have an impact to the consolidated financial statements upon adoption.

Accounting Standard Update Description Required date of adoption Effect on consolidated financial statements

Accounting Standards Adopted

Improvements to Reportable Segment Disclosures (ASU 2023-07)

The guidance enhances reportable segment disclosure requirements for public entities, including entities with a single reportable segment.

December 31, 2024 The Company adopted the new disclosure requirements in Note 19 Segment Information.

While the standard requires additional disclosures related to the Company's single reportable segment, the standard did not have any impact on the Company's consolidated financial position, results of operations or cash flows.

Accounting Standards Not Yet Adopted

Improvements to Income Tax Disclosures (ASU 2023-09)

The guidance enhances the transparency and decision usefulness of income tax disclosures.

December 31, 2025 The Company is currently evaluating the impact this guidance may have on the consolidated financial statements.

December 31, 2025 The Company retrospectively adopted the ASU effective December 31, 2025 and new disclosure requirements are included in Note 15 Income Taxes.

While the standard requires additional disclosures, the standard did not have any impact on the Company's consolidated financial position, results of operations or cash flows.

Accounting Standards Not Yet Adopted

Reporting Comprehensive Income—Expense Disaggregation Disclosures (ASU 2024-03)

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December 31, 2027 The Company is currently evaluating the impact this guidance may have on the consolidated financial statements.

Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06) This update modernizes the guidance to reflect the software development approaches currently used.

December 31, 2028 The Company is currently evaluating the impact this guidance may have on the consolidated financial statements.

Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05)

This update provides a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of an asset when developing reasonable and supportable forecasts as part of estimating expected credit losses.

December 31, 2026 The Company is currently evaluating the impact this guidance may have on the consolidated financial statements and whether the Company will adopt this practical expedient.

The Company reviewed all other recently issued accounting standards and concluded that they were not applicable to the consolidated financial statements.

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No individual customer accounted for more than 10% of accounts receivable at December 31, 2025 and 2024.

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Financial Instruments

The following is a summary of available-for-sale marketable securities, as of December 31, 2024 and 2023, respectively (in thousands):

The Company did not have any available-for-sale marketable securities as of December 31, 2025.

The following is a summary of available-for-sale marketable securities as of December 31, 2024 (in thousands):

December 31, 2024

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(1) Comprised primarily of corporate bonds

December 31, 2023

Amortized Cost Unrealized Gain Unrealized Losses

Cash equivalents:

Corporate securities (1)

$ 1,213 $ — $ ( 1 ) $ 1,212

Total cash equivalents 1,213 — ( 1 ) 1,212

Marketable securities:

Corporate securities (1)

$ 199,084 $ 115 $ ( 819 ) $ 198,380

treasury and agency securities 30,404 25 ( 48 ) 30,381

Total marketable securities $ 229,488 $ 140 $ ( 867 ) $ 228,761

(1) Comprised primarily of corporate bonds and commercial paper

As of December 31, 2024, the fair values of available-for-sale financial instruments, by remaining contractual maturity, were as follows (in thousands):

Due within one year $ 30,782

Due in one to five years 15,254

Total $ 46,036

The Company typically invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss.

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Fair values were determined for each individual security in the investment portfolio.

The Company does not believe that any unrealized losses are attributable to credit-related factors based on its evaluation of available evidence.

To determine whether a decline in value is related to credit loss, the Company evaluates, among other factors:

the extent to which the fair value is less than the amortized cost basis, changes to the rating of the security by a rating agency and any adverse conditions specifically related to an issuer of a security or its industry.

The Company does not intend to sell the instruments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity.

Unrealized gain and losses on marketable securities are presented net of tax.

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The Company did not believe that any unrealized losses are attributable to credit-related factors based on its evaluation of available evidence.

To determine whether a decline in value was related to credit loss, the Company evaluated, among other factors:

the extent to which the fair value was less than the amortized cost basis, changes to the rating of the security by a rating agency and any adverse conditions specifically related to an issuer of a security or its industry.

As of December 31, 2024 the Company did not intend to sell the instruments and it was not more likely than not that the Company would be required to sell the investments before recovery of their amortized cost bases, which may be maturity.

Unrealized gains and losses on marketable securities are presented net of tax.

Fair Value Measurement

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Money market funds $ 85,140 $ — $ — $ 85,140

Marketable securities:

Corporate securities — 42,943 — 42,943

treasury and agency securities — 3,093 — 3,093

Total financial assets $ 85,140 $ — $ — $ 85,140

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Money market funds $ 69,475 $ — $ — $ 69,475

Corporate Securities — 1,212 — 1,212

Marketable securities:

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The Company classifies its highly liquid money market funds and U.S treasury securities within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets.

The Company classifies its commercial paper, corporate bonds, and U.S.

The Company classifies its corporate bonds and U.S.

agency securities within Level 2 because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.

Accounts Receivables & Allowance for Doubtful Receivables

The Company maintains an allowance for doubtful receivables that in management’s judgment reflects losses inherent in the portfolio.

The Company maintains an allowance for doubtful receivables that, in management’s judgment, reflects expected credit losses in the portfolio.

A provision for doubtful receivables is recorded to adjust the level of the allowance as deemed necessary by management.

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Ending balance $ 3,829 $ 6,372 $ 2,868

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Changes in the allowance for doubtful finance receivables for the year ended December 31, 2025, 2024 and 2023 were as follows (in thousands):

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Ending balance $ 29,026 $ 4,191 $ 3,428

The recorded investment in finance receivables on nonaccrual status was not material at December 31, 2024, 2023 and 2022.

The Company held no finance receivables 90 days or more past due and still accruing.

On September 10, 2025, Tricolor Holdings, LLC, and certain of its affiliates (collectively, "Tricolor") filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code with the United States Bankruptcy court for the Northern District of Texas.

Floorplan loans to Tricolor accounted for approximately $ 18.7 million of the Company's finance receivables as of December 31, 2025.

There are allegations against Tricolor of significant fraud that are being investigated by Federal authorities.

The Company is participating as a creditor in the bankruptcy proceedings, seeking to maximize the recovery of the outstanding finance receivables.

However, the ultimate outcome of these collection efforts is uncertain at this time.

In regards to the collectability of the Company's finance receivables, in the year ended December 31, 2025, the Company recorded a provision for credit losses of $ 18.7 million on finance receivables due from Tricolor.

The loss was recorded in selling, general, and administrative expenses within the Consolidated Statement of Operations.

In addition to the provision recorded related to the previously described Tricolor bankruptcy, the Company recorded an increase in the allowance for doubtful finance receivables during 2025 primarily due to reserves on specific borrowers exhibiting signs of stress and to a lesser degree, due to deterioration in collection experience on the Company's broader finance receivable portfolio.

Property and Equipment, net

5 unchanged sentences

Vehicles 2,510 2,249

Property and equipment, gross

19,441 12,852

Less accumulated depreciation ( 6,589 ) ( 5,227 )

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Total Internal-Use Software $ 149,838 $ ( 67,874 ) $ 81,964

Table of Conten t s

Internal-use software costs, net consisted of the following for the year ended December 31, 2024 (in thousands):

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The Company offers guarantees to Sellers in qualifying situations where the Company performed a vehicle inspection and prepared the vehicle condition report.

Sellers must pay an additional fee in exchange for this guarantee.

The guarantee provides Sellers protection from paying remedies to Buyers related to a Buyer’s claim that the vehicle condition report did not accurately portray the condition of the vehicle purchased on the Marketplace.

The guarantee provides the Company with the right to retain proceeds from the subsequent liquidation of the vehicle covered under the guarantee.

The guarantee is typically provided for 10 days after the successful sale of the vehicle on the Marketplace.

Sellers pay a fee in exchange for this guarantee.

Such guarantees provide Sellers protection from paying remedies to Buyers related to a Buyer’s claim that the vehicle condition report did not accurately portray the condition of the vehicle purchased on the Marketplace.

These guarantees provide the Company with the right to retain proceeds from the subsequent liquidation of vehicles covered under the guarantee.

The guarantees are typically provided for 10 days after the successful sale of the vehicle on the Marketplace.

The fair value of vehicle condition guarantees issued is estimated based on historical results and other qualitative factors.

The vehicle condition guarantee revenue is recognized on the earlier of the guarantee expiration date or the guarantee settlement date.

Vehicle condition guarantee revenue is recognized on the earlier of the guarantee expiration date or the guarantee settlement date.

The maximum potential payment is the sale price of the vehicle.

The total sale price of vehicles for which there was an outstanding guarantee was $ 161.7 million and $ 142.8 million at December 31, 2024 and 2023, respectively.

The total sale price of vehicles for which there was an outstanding guarantee was approximately $ 193.2 million and approximately $ 161.7 million at December 31, 2025 and 2024, respectively.

The carrying amount of the liability presented on the Consolidated Balance Sheets was $ 2.1 million and $ 1.4 million at December 31, 2025 and 2024, respectively.

The recognized probable loss contingency, in excess of vehicle condition guarantees recognized, presented in Accrued other liabilities was $ 1.7 million and $ 1.8 million at December 31, 2024 and 2023, respectively.

Other Price Guarantees – The Company provides Sellers with a price guarantee for vehicles to be sold on the Marketplace from time to time.

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On an on-going basis, management, after consultation with legal counsel, assesses the Company's liabilities and contingencies in connection with such proceedings.

For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its consolidated financial

Table of Conten t s

To the extent pending or threatened litigation could result in exposure in excess of the recorded liability, the amount of such excess is not currently estimable.

ACV was a member of a class action lawsuit which sought damages from one of the Company's data services vendors.

During September 2025, ACV was awarded a total of $ 7.9 million from the settlement of this class action lawsuit.

Of this total settlement, $ 7.6 million is included as a reduction in marketplace and service cost of revenue in the Consolidated Statements of Operations for the year ended December 31, 2025.

Based on the payment terms provided in the settlement, $ 0.8 million is included in other current assets and $ 1.5 million is included in other assets in the Consolidated Balance Sheet at December 31, 2025.

2021 Revolver

On August 24, 2021, ACV Auctions Inc.

entered into a revolving credit facility (the “2021 Revolver”).

The 2021 Revolver was established to provide general financing to the Company.

The 2021 Revolver is secured by substantially all of the Company's assets except for ACV Capital receivables.

The maximum borrowing principal amount of the 2021 Revolver is $ 160.0 million and includes a sub facility that provides for the issuance of letters of credit up to $ 20.0 million outstanding at any time.

The 2021 Revolver matures on August 24, 2026 and is subject to a commitment fee of 0.25 % per annum of the average daily undrawn portion of the revolving credit facility.

On June 1, 2023, the Company entered into Amendment No.

1 (the "First Amendment"), which modified the rate to which interest payments are indexed to the Secured Overnight Financing Rate, or SOFR.

The interest rate applicable to the 2021 Revolver is, at the Company's option, either (a) SOFR (or a replacement rate established in accordance with the terms of the credit agreement for the 2021 Revolver) (subject to a 0.00 % SOFR floor), plus a margin of 2.75 % per annum plus an additional credit spread adjustment of 0.11 % for daily and one-month terms, 0.26 % for three-month terms and 0.43 % for six-month terms or (b) the Alternate Base Rate plus a margin of 1.75 % per annum.

The Alternate Base Rate is the highest of (a) the Wall Street Journal prime rate, (b) the NYFRB rate plus 0.5 % and (c)(i) 1.00 % plus (ii) the adjusted SOFR rate for a one-month interest period.

The First Amendment maintains a maximum borrowing principal amount of $ 160.0 million.

On August 24, 2021, ACV entered into a revolving credit facility (the “2021 Revolver”).

The 2021 Revolver was established to provide general financing to the Company and is secured by substantially all of the Company’s assets except for certain finance receivables.

As of December 31, 2025, the maximum borrowing capacity under the 2021 Revolver is $ 250.0 million and includes a sub facility that provides for the issuance of letters of credit up to $ 20.0 million outstanding at any time.

Through June 26, 2025, the interest rate on the 2021 Revolver was, at the Company’s option,

either (a) the Secured Overnight Financing Rate (“SOFR”) (or a replacement rate established in accordance with the terms of the credit agreement for the 2021 Revolver) subject to a 0.00 % SOFR floor, plus a margin of 2.75 % per annum plus an additional credit spread adjustment of 0.11 % for daily and one-month terms, 0.26 % for three-month terms and 0.43 % for six-month terms or (b) the Alternate Base Rate plus a margin of 1.75 % per annum.

The Alternate Base Rate was defined as the highest of (a) the Wall Street Journal prime rate, (b) the NYFRB rate plus 0.5 % and (c) 1.00 % plus the adjusted SOFR rate for a one-month interest period.

On June 26, 2025, the Company entered into Amendment No.

2 (the "Second Amendment") to permit the Company, ACV Capital and ACV Capital Funding II LLC ("ACV Funding"), a wholly owned, bankruptcy-remote, special-purpose subsidiary of ACV Capital, to enter into the transactions contemplated by the Warehouse Facility.

On October 7, 2024, the Company entered into Amendment No.

3 on the 2021 Revolver which allows the Company to make investments and other acquisitions (i) if Total Liquidity (as defined therein) immediately prior to the consummation of such investment or acquisition and after giving pro forma effect to such investment or acquisition is equal to or greater than $ 200.0 million, in an unlimited amount or (ii) if Total Liquidity immediately prior to the consummation of such investment or acquisition and after giving pro forma effect to such investment or acquisition is less than $ 200.0 million, in an amount not to exceed $ 25.0 million in the aggregate for any fiscal year of the Company.

4 (the “ Fourth Amendment”) to the 2021 Revolver which modifies the credit agreement (i) to increase the committed amount of the Company’s revolving credit facility thereunder from $ 160 million to $ 250 million, (ii) to extend the maturity date thereof from August 24, 2026 to June 26, 2030, (iii) to modify the Company’s minimum total revenue financial covenant to take into account such maturity date extension, (iv) to include a new maximum total net leverage ratio that will be effective as of the earlier of five business days after the Company’s election and July 30, 2027, as more particularly described in the Revolving Credit Agreement, as amended (the “Covenant Conversion Date”), after which the Company’s minimum liquidity and minimum total revenue financial covenants will no longer be applicable, (v) to provide for more favorable pricing of the loans on and after the Covenant Conversion Date, and (vi) to amend certain other items in connection with the foregoing.

Borrowings under the 2021 Revolver will continue to bear interest, at the Company’s option, at either the Term SOFR Rate, subject to a 0.00 % SOFR floor, or the Alternate Base Rate plus a margin equal to the Applicable Rate.

Pursuant to the Fourth Amendment, the Applicable Rate is (x) 2.75 % prior to the Covenant Conversion Date and 2.500 % thereafter for loans accruing interest at the Term SOFR Rate and (y) 1.750 % prior to the Covenant Conversion Date and 1.500 % thereafter for loans accruing interest at the Alternate Base Rate, in each case, subject to the terms of the Credit Agreement.

From and after the Covenant Conversion Date, the Company will be subject to a maximum total net leverage ratio covenant of (i) 4.0 to 1.0 for any measurement period ending on or prior to the second fiscal quarter following June 30, 2027 and (ii) 3.5 to 1.0 thereafter.

As of December 31, 2025 and December 31, 2024, outstanding borrowings under the 2021 Revolver were $ 70.0 million and $ 56.5 million, respectively, and there were outstanding letters of credit issued under the 2021 Revolver in the amount of $ 3.1 million and $ 3.3 million, respectively, decreasing the availability under the 2021 Revolver by a corresponding amount.

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Warehouse Facility

On June 20, 2024, ACV Funding entered into a revolving credit and security agreement, providing for a revolving warehouse facility (the "Warehouse Facility") with a maximum principal amount of $ 125.0 million.

On June 20, 2024, ACV Capital Funding II LLC entered into a revolving credit and security agreement, providing for a revolving warehouse facility (the "Warehouse Facility").

As a result of the amendment discussed below, the maximum borrowing principal amount of the Warehouse Facility at December 31, 2025 is $ 200.0 million.

The Warehouse Facility was established to provide liquidity to fund new originations of auto floorplan loans by ACV Capital.

The facility is secured by all assets of ACV Funding, including the auto floorplan loans owned by it.

The revolving feature on the facility ends on June 20, 2026.

The facility is secured by all assets of ACV Capital Funding II LLC, including the auto floorplan loans owned by it.

The revolving feature on the facility, as amended, ends on December 10, 2027.

The facility matures twelve months later, unless sooner terminated or extended in accordance with its terms.

Advances under the Warehouse Facility funded by asset-backed commercial paper conduit through the issuance of commercial paper notes will bear interest generally at a rate equivalent to the weighted average annual rate of all commercial paper notes issued by the commercial paper conduit to fund its advances, plus a margin of 3.00 %.

Prior to the amendment discussed below, advances under the Warehouse Facility funded by asset-backed commercial paper conduit through the issuance of commercial paper notes will bear interest generally at a rate equivalent to the weighted average annual rate of all commercial paper notes issued by the commercial paper conduit to fund its advances, plus a margin of 3.00 %.

Advances funded by lenders that are not commercial paper conduits, or by commercial paper conduits funded through means other than the issuance of commercial paper notes, will bear interest generally at a rate equal to (i) Term SOFR for a period of one-month (subject to a 0.00 % floor), plus 0.11448 % or, in certain circumstances, the Alternate Base Rate, plus (ii) a margin of 3.00 %.

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The interest rate may be increased under certain circumstances, including upon the occurrence of an early amortization event or event of default under the warehouse documentation.

ACV Funding must also pay upfront any unused fees in connection with the facility.

As of December 31, 2024 borrowings under the Warehouse Facility were $ 66.5 million with an interest rate of 7.72 %.

Table of Conten t s

ACV Capital Funding II LLC must also pay upfront any unused fees in connection with the facility.

On December 12, 2025, the Company entered into an amendment (the “Warehouse Facility Amendment”) to the Warehouse Facility.

The Warehouse Facility Amendment modifies the credit agreement (i) to increase the committed amount of the revolving credit facility from $ 125.0 million to $ 200.0 million, (ii) to extend the scheduled commitment termination date from June 20, 2026 to December 10, 2027, and (iii) to make certain changes to the definitions of Concentration Limits, Eligible Dealers and Eligible Vehicles, as more particularly described in the Credit Agreement.

In connection with the Warehouse Facility Amendment, the applicable margin used in calculating the interest rate applicable to loans under the Credit Agreement has been reduced by 0.25 % to 2.75 %.

As of December 31, 2025 and December 31, 2024, borrowings under the Warehouse Facility were $ 120.0 million and $ 66.5 million, respectively.

As of December 31, 2025, the interest rate on the outstanding borrowing was 6.71 %.

As of December 31, 2025, the Company was in compliance with all of its financial covenants and non-financial covenants.

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For the years ended December 31, 2025, 2024 and 2023, the Company incurred operating lease costs of $ 8.3 million, $ 7.3 million, and $ 2.5 million, respectively.

For operating leases, the weighted-average remaining term is 10.4 , 12.3 , and 7.2 years with a weighted-average discount rate of 10 %, 10 %, and 5 % for the years ended December 31, 2024, 2023, and 2022 respectively.

For operating leases, the weighted-average remaining term is 8.5 , 10.4 , and 12.3 years with weighted-average discount rates of approximately 10 %, 10 %, and 10 % for the years ended December 31, 2025, 2024, and 2023, respectively.

Maturities of lease liabilities as of December 31, 2025 were as follows (in thousands):

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The Class B common stock converts to Class A common stock at any time at the option of the holder.

During the years ended December 31, 2024, and 2023, 24,088,310 and 14,349,368 Class B common stock converted to an equal number of Class A common stock, respectively.

Table of Conten t s

year ended December 31, 2024, 24,088,310 Class B common stock converted to an equal number of Class A common stock.

During the fourth quarter of 2024, the number of outstanding shares of our Class B common stock declined such that the total number of outstanding shares of our Class B common stock represented less than 5 % of the aggregate number of outstanding shares of our Class A common stock and our Class B common stock.

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This resulted in 3,550,142 shares of Class A common stock being issued on December 31, 2024 with the related shares of Class B common stock being cancelled.

Such conversion is included in Conversion of Class B common stock to Class A common stock on the Consolidated Statement of Changes in Stockholders' Equity.

Following the approval by the Company's shareholders of certain amendments to the Company's Certificate of Incorporation at the 2025 Annual Shareholder Meeting, the Company filed with the State of Delaware the Eleventh Amended and Restated Certificate of Incorporation of ACV Auctions Inc.

The changes include, among other things, the removal of all references to Class B Common Stock and the reclassification of Class A Common Stock to Common Stock.

The following table summarizes the primary components of Marketplace and service revenue.

This level of disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors for the years ended December 31, 2024, 2023 and 2022 (in thousands):

This level of disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors (in thousands):

2025 2024 2023

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Contract liabilities represent consideration collected prior to satisfying performance obligations.

The Company had $ 4.5 million and $ 4.2 million of contract liabilities included in Accrued other liabilities on the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023, respectively.

The Company had $ 5.6 million and $ 4.5 million of contract liabilities included in Accrued other liabilities on the Consolidated Balance Sheets at December 31, 2025 and December 31, 2024, respectively.

Revenue recognized for the year ended December 31, 2025 from amounts included in deferred revenue as of December 31, 2024 was $ 4.5 million.

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Effective March 23, 2021, the Company adopted the ACV Auctions Inc.

2015 Long-Term Incentive Plan (the “2015 Plan”).

Employees, outside directors, consultants and advisors of the Company were eligible to participate in the Plan.

The 2015 Plan allowed for the grant of incentive or nonqualified common stock options to purchase shares of the Company’s common stock and also to issue restricted shares of the common stock.

Each common stock option or restricted stock agreement stipulates the terms of the grant, including vesting, contractual life, exercise price, and other provisions.

Effective March 23, 2021, the Company adopted the ACV Auctions Inc.

2021 Equity Incentive Plan (the "2021 Plan").

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RSUs generally vest and become exercisable over a three - or four-year service period.

There were 27,568,628 shares available for future grants under the 2021 Plan at December 31, 2024.

There were 33.1 million shares available for future grants under the 2021 Plan at December 31, 2025.

Effective March 23, 2021, the Company adopted the ACV Auctions Inc.

2021 Employee Stock Purchase Plan (the "2021 ESPP"), which became effective on the date of the underwriting agreement related to the IPO.

The 2021 ESPP authorizes the issuance of shares of the Company's Class A common stock pursuant to purchase rights granted to employees ("employee stock purchase rights").

As of December 31, 2024, 5,096,479 shares of the Company's Class A common stock have been reserved for future issuance under the 2021 ESPP.

The price at which Class A common stock is purchased under the 2021 ESPP is equal to 85 % of the fair market value of the Company's Class A common stock on the first or last day of the offering period, whichever is lower.

During the year ended December 31, 2024, 265,729 shares were issued under the 2021 ESPP.

2021 Employee Stock Purchase Plan (the "ESPP"), which became effective on the date of the underwriting agreement related to the IPO, and was subsequently amended and restated as of May 22, 2025.

The ESPP authorizes the issuance of shares of the Company's Common stock pursuant to purchase rights granted to employees ("employee stock purchase rights").

As of December 31, 2025, 6.3 million shares of the Company's Common stock have been reserved for future issuance under the ESPP.

The price at which Common stock is purchased under the ESPP is equal to 85 % of the fair market value of the Company's Common stock on the first or last day of the offering period, whichever is lower.

During the year ended December 31, 2025, 504,327

shares were issued under the ESPP.

As of December 31, 2025, unrecognized compensation expense related to the ESPP was $ 0.9 million and is expected to be recognized over the remaining term of the current offering period.

Table of Conten t s

During the second quarter of 2024, the Company's Board of Directors approved long-term incentive awards to certain of the Company's executive officers which comprised performance share units (“PSUs”), which may only be settled in shares of the Company’s Class A Common Stock.

The PSUs are subject to both service-based vesting conditions and a requirement that the average closing price of the Company’s Class A Common Stock, as measured over a period of 30 trading days commencing at the grant date and ending July 1, 2027, equal or exceed a designated level (the “Stock Price Condition”).

During the second quarter of 2024, the Company's Board of Directors approved long-term incentive awards to certain of the Company's executive officers comprised of performance share units (“PSUs”), which may only be settled in shares of the Company’s Common stock.

The PSUs are subject to both service-based vesting conditions and a requirement that the average closing price of the Company’s Common stock, as measured over a period of 30 trading days commencing at the grant date and ending July 1, 2027, equal or exceed a designated level (the “Stock Price Condition”).

The PSUs will vest in one-third installments on each of July 1, 2025, 2026 and 2027, provided that the Stock Price Condition has been satisfied prior to the relevant date.

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In each circumstance, vesting is subject to the executive’s continued service with the Company until the time of vesting.

The following table summarizes the stock option activity for the year ended December 31, 2024 (in thousands, except for share data):

During the second quarter of 2025, the Company's Board of Directors approved long-term incentive awards to certain of the Company's executive officers comprised of PSUs, which may only be settled in shares of the Company’s Common stock.

The PSUs are subject to both service-based vesting conditions and a requirement that the relative total shareholder return ("rTSR") of the Company's Common stock, measured against the Russell 2000, achieve at least the 25 th percentile, at which point 50 % of the award is earned, with a maximum earning potential of 200 % if the 75 th percentile or above is achieved (the “rTSR Condition”).

The rTSR Condition is measured over a two-year performance period ending on December 31, 2026.

The rTSR Condition earning potential is capped at 100 % if the Company’s stock price is lower at the end of the performance period than at the beginning of such period.

If the rTSR Condition is met at the end of the performance period, 50 % of the award will vest in the first quarter of 2027, with the remaining 50 % of the award vesting in the first quarter of 2028.

In each circumstance, vesting is subject to the executive’s continued service with the Company until the time of vesting.

The following table summarizes the stock option activity for the year ended December 31, 2025 (in thousands, except for per share amounts):

Number of Options

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Exercisable, December 31, 2025 1,676 $ 2.67 $ 8,975 2.76

Expected to Vest, December 31, 2024 22,561 $ 6.68 $ 331 6.63

Stock options exercised during the years ended December 31, 2023 and 2022 were 1,369,588 and 664,643 , respectively.

The following table summarizes the RSU activity for the year ended December 31, 2024 (in thousands, except for share data):

Stock options exercised during the years ended December 31, 2024 and 2023 were 2.4 million and 1.4 million, respectively.

The following table summarizes the RSU activity for the year ended December 31, 2025 (in thousands, except for per share amounts):

Number of RSUs

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Intrinsic value of options exercised $ 32,098 $ 33,651 $ 15,688

Table of Conten t s

Total stock-based compensation expense recognized for restricted stock units and common stock options has been reported in the Consolidated Statements of Operations as follows (in thousands):

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Stock-based compensation expense $ 64,464 $ 73,526 $ 53,031

The compensation expense related to the unvested portion of common stock options and restricted stock units was approximately $ 110.2 million at December 31, 2024.

The unvested portion of compensation expense for common stock options and restricted stock units is expected to be recognized over a weighted-average period of 0.6 and 2.4 years, respectively.

During the first quarter of 2024, the Company entered into two contingently returnable share agreements (the "2024 Agreements") for certain compensatory share-based service awards.

The 2024 Agreements authorized 773,099 shares of common stock to be issued.

Shares will be released and distributed to the employee award recipients with the final vesting date during the first quarter of 2028.

At December 31, 2024, there was approximately $ 9.0 million of compensation expense related to the unvested portion of the contingently returnable shares that will be recognized over 3.1 years.

The compensation expense related to the unvested portion of restricted stock units was approximately $ 117.5 million at December 31, 2025.

The unvested portion of compensation expense for restricted stock units is expected to be recognized over a weighted-average period of 2.5 years.

Employee Benefit Plan

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The Company recorded no material interest expense or penalties in its Consolidated Statements of Operations during the years ended December 31, 2025, 2024 and 2023.

The Company believes it is no longer subject to examination by United States federal and state taxing authorities for years prior to December 31, 2021 and December 31, 2020, respectively.

The Company believes it is no longer subject to examination by United States federal and state taxing authorities for years prior to December 31,

2022 and December 31, 2021, respectively.

The Company believes it is no longer subject to examination by foreign taxing authorities for years prior to December 31, 2021.

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2025 2024 2023

Pre tax book income (loss):

Loss before income taxes:

Domestic $ ( 57,523 ) $ ( 64,655 ) $ ( 68,000 )

Foreign ( 7,280 ) ( 14,357 ) ( 6,735 )

Total pre tax book income (loss) $ ( 79,012 ) $ ( 74,735 ) $ ( 102,106 )

Table of Conten t s

Total loss before income taxes $ ( 64,803 ) $ ( 79,012 ) $ ( 74,735 )

The components of income tax expense for the years ended December 31, 2025, 2024 and 2023 are summarized below (in thousands):

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State 436 463 252

Total current expense (benefit) 576 524 633

Total current expense 781 576 524

Deferred expense (benefit):

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State 326 213 300

Total deferred expense (benefit) 112 2 ( 546 )

Total deferred expense 557 112 2

Total income tax expense $ 1,338 $ 688 $ 526

The Company’s deferred tax assets (liabilities) consisted of the following at December 31, 2024 and 2023 (in thousands):

The Company’s deferred tax assets and liabilities consisted of the following at December 31, 2025 and 2024 (in thousands):

Deferred tax assets:

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Less valuation allowance ( 129,267 ) ( 116,175 )

Total net deferred tax asset 14,709 7,289

Total net deferred tax assets, net of allowance 17,796 14,709

Deferred tax liabilities:

Excess depreciation and amortization — —

Right of use asset ( 10,943 ) ( 9,734 )

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A valuation allowance is provided for deferred tax assets (excluding certain deferred tax liabilities related to indefinite lived intangibles) if management believes that it is more likely than not that these items will either expire before the Company is able to realize their benefit or that future realizability is uncertain.

The Company recorded a valuation allowance of $ 116.2 million and $ 100.5 million at December 31, 2024 and 2023, respectively against its net deferred tax assets due to the uncertainty surrounding the recoverability of such net deferred tax assets, which is an increase of $ 15.7 million and $ 15.7 million in the total valuation allowance during 2024 and 2023, respectively.

The Company recognized an income tax benefit of $ 0.2 million from changes in its valuation allowance for its previously existing deferred tax assets as a result of acquisitions.

Table of Conten t s

The Company recorded valuation allowances of $ 129.3 million and $ 116.2 million at

December 31, 2025 and 2024, respectively, against its deferred tax assets due to the uncertainty surrounding the recoverability of such deferred tax assets, which is an increase of $ 13.1 million and $ 15.7 million in the total valuation allowance during 2025 and 2024, respectively.

In 2024, the Company recognized an income tax benefit of $ 0.2 million from changes in its valuation allowance for its previously existing deferred tax assets as a result of acquisitions.

A reconciliation of income taxes at the federal statutory rate of 21 % to actual income taxes for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands):

2024 2023 2022

Income tax benefit at federal statutory rate $ ( 16,499 ) $ ( 15,718 ) $ ( 21,468 )

State income taxes, net of federal income tax benefit ( 2,300 ) ( 2,384 ) ( 2,625 )

Foreign rate differential 238 ( 71 ) ( 77 )

Permanent differences 1,913 594 270

Stock based compensation 2,236 3,222 3,358

Increase in valuation allowance 15,643 15,691 20,279

Canadian Research and Development Tax credits ( 425 ) ( 589 ) —

Year ended December 31, 2025 Year ended December 31, 2024 Year ended December 31, 2023

Amount Percent Amount Percent Amount Percent

Federal Statutory Tax Rate $ ( 13,609 ) 21.0 % $ ( 16,592 ) 21.0 % $ ( 15,694 ) 21.0 %

State and Local Income Taxes, Net of Federal Income Tax Effect* 602 ( 0.9 ) % 535 ( 0.7 ) % 436 ( 0.6 ) %

Foreign Tax Effects

Research and development tax credits ( 848 ) 1.3 % ( 359 ) 0.5 % ( 521 ) 0.7 %

Other 471 ( 0.7 ) % 352 ( 0.4 ) % 339 ( 0.5 ) %

Provision for income taxes $ 688 $ 526 $ 87

Changes in valuation allowances 1,329 ( 2.1 ) % 1,418 ( 1.8 ) % 918 ( 1.2 ) %

Share-based payment awards 463 ( 0.7 ) % 845 ( 1.1 ) % 581 ( 0.8 ) %

Other ( 1,133 ) 1.7 % ( 287 ) 0.4 % ( 163 ) 0.2 %

Changes in valuation allowances 822 ( 1.3 ) % 284 ( 0.4 ) % 0 — %

Other 504 ( 0.8 ) % 439 ( 0.6 ) % 0 — %

Other foreign jurisdictions 120 ( 0.2 ) % 114 ( 0.1 ) % 7 — %

Changes in Valuation Allowances 8,905 ( 13.7 ) % 10,998 ( 13.9 ) % 11,953 ( 16.0 ) %

Nontaxable or Nondeductible Items

Share-based payment awards ( 1,527 ) 2.4 % ( 6,626 ) 8.4 % ( 1,619 ) 2.2 %

Executive compensation disallowance 4,641 ( 7.2 ) % 8,828 ( 11.2 ) % 4,010 ( 5.4 ) %

Other 610 ( 0.9 ) % 894 ( 1.1 ) % 494 ( 0.7 ) %

Other Adjustments ( 12 ) — % ( 155 ) 0.1 % ( 215 ) 0.4 %

Effective Income Tax Rate $ 1,338 ( 2.1 ) % $ 688 ( 0.9 ) % $ 526 ( 0.7 ) %

* The states that contribute to the majority (greater than 50%) of the tax effect in this category include Texas for 2025 and 2024, and Oregon, New York, and Texas for 2023.

For the year ended December 31, 2025, the provision for income taxes includes a non-cash tax charge of approximately $ 0.7 million relating to changes in the Company's long-term deferred tax liability for indefinite-lived intangibles that are not available to offset certain deferred tax assets in determining changes to the Company's income tax valuation allowance.

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At December 31, 2025, any undistributed earnings of the Company's foreign subsidiaries are considered to be indefinitely reinvested and, accordingly, no deferred taxes have been provided thereon.

The Company completed four business acquisitions during the twelve months ended December 31, 2024, and two business acquisitions during the twelve months ended December 31, 2023.

The Company completed four business acquisitions during the year ended December 31, 2024, and two business acquisitions during the year ended December 31, 2023.

These acquisitions were accounted for using the acquisition method and, accordingly, the results of the acquired businesses have been included in the Company's results of operations from the respective acquisition dates.

Goodwill acquired in connection with acquisitions represents expected synergies from the combined operations, is deductible for tax purposes in the United States, and is amortized on a straight-line basis over 15 years.

Goodwill acquired in connection with these acquisitions represents expected synergies from the combined operations, is deductible for tax purposes in the United States, and is amortized on a straight-line basis over 15 years.

Indiana Auto Auction

On June 17, 2024 the Company completed its acquisition of all of the ownership interest of Indiana Auto Auction for total cash consideration of $ 51.5 million, which included $ 5.0 million of acquired cash and $ 14.1 million of acquired real estate.

On June 17, 2024, the Company completed its acquisition of all of the ownership interests of Indiana Auto Auction for total cash consideration of $ 51.5 million, which included $ 5.0 million of acquired cash and $ 14.1 million of acquired real estate.

The aggregate purchase price was allocated to $ 16.2 million of goodwill, $ 13.9 million of intangible assets, and $ 21.4 million of net tangible assets assumed.

2 unchanged sentences

March 13, 2024 Acquisition

On March 13, 2024 the Company completed its acquisition of all of the ownership interest of a business (the "March 13, 2024 acquisition") for total cash consideration of $ 19.1 million.

The aggregate purchase price was allocated to $ 14.2 million of goodwill, $ 5.7 million of intangible assets, and of $ 0.8 million net tangible liabilities assumed.

Table of Conten t s

business acquired the March 13, 2024 acquisition offers wholesale car auction services and enabled the Company to expand its range of offerings to dealers and commercial partners.

On March 13, 2024, the Company completed its acquisition of all of the ownership interests of a business for total cash consideration of $ 19.0 million.

The aggregate purchase price was allocated to $ 14.1 million of goodwill, $ 5.7 million of intangible assets, and $ 0.8 million of net tangible liabilities assumed.

The business acquired offers wholesale car auction services and enabled the Company to expand its range of offerings to dealers and commercial partners.

166 Auto Auction

On March 8, 2024 the Company completed its acquisition of all of the ownership interest of 166 Auto Auction for total cash consideration of $ 27.4 million.

On March 8, 2024 the Company completed its acquisition of all of the ownership interests of 166 Auto Auction for total cash consideration of $ 27.4 million.

The aggregate purchase price was allocated to $ 7.4 million of goodwill, $ 16.3 million of intangible assets, and of $ 3.6 million net tangible assets assumed.

1 unchanged sentence

Alliance Auto Auctions

On January 30, 2024 the Company completed its acquisition of all of the ownership interest of Alliance Auto Auctions for total cash consideration of $ 66.9 million and 639,976 common shares of the Company's Class A common stock.

On January 30, 2024, the Company completed its acquisition of all of the ownership interests of Alliance Auto Auctions for total cash consideration of $ 66.9 million and 639,976 common shares of the Company's Class A common stock.

The fair value of the consideration shares of $ 8.6 million was determined based upon the closing market price of the Company's Class A common shares on January 30, 2024.

The aggregate purchase price for the Alliance Auto Auctions acquisition was allocated to the assets and liabilities assumed as follows (in thousands):

The aggregate purchase price for the Alliance Auto Auctions acquisition was allocated to the assets acquired and liabilities assumed as follows (in thousands):

Assets Acquired

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Net assets acquired $ 75,451

Alliance Auto Auctions offers wholesale car auction services and enabled the Company to expand its range of offerings to dealers and commercial partners.

August 2023 Acquisition

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The business acquired in the August 2023 acquisition offers wholesale car auction services and enabled the Company to expand its range of offerings to dealers and commercial partners.

The August 2023 acquisition was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company's results of operations from the acquisition date.

Table of Conten t s

April 2023 Acquisition

2 unchanged sentences

The business acquired in the April 2023 acquisition offers wholesale and commercial car auction services and enabled the Company to expand its range of offerings to dealers and commercial partners.

The April 2023 acquisition was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company's results of operations from the acquisition date.

Goodwill and Acquired Intangibles

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Amount Accumulated Amortization Carrying

Customer relationships 0.5 - 15 years

Customer relationships 0.5 - 15

$ 97,904 $ ( 20,995 ) $ 76,909 $ 97,113 $ ( 11,969 ) $ 85,144

Developed technology 1 - 7 years

Developed technology 1 - 7

13,454 ( 11,213 ) 2,241 12,861 ( 9,541 ) 3,320

Other acquired intangibles 0.5 - 5 years

Other acquired intangibles 0.5 - 5

9,868 ( 7,994 ) 1,874 9,814 ( 7,462 ) 2,352

7 unchanged sentences

Total $ 80,924

Table of Conten t s

Net Income (Loss) Per Share

The numerators and denominators of the basic and diluted net income (loss) per share computations for the Company's common stock are calculated as follows (in thousands, except share data):

The numerators and denominators of the basic and diluted net income (loss) per share computations for the Company's common stock are calculated as follows (in thousands, except per share data):

Year ended December 31,

2025 2024 2023

Net income (loss) attributable to common stockholders $ ( 72,565 ) $ ( 7,135 ) $ ( 62,086 ) $ ( 13,175 ) $ ( 74,026 ) $ ( 28,167 )

Common Stock (1)

Net loss attributable to common stockholders $ ( 66,141 ) $ ( 72,565 ) $ ( 7,135 ) $ ( 62,086 ) $ ( 13,175 )

Weighted-average number of shares of common stock - basic and diluted 170,584 150,092 14,758 131,951 28,002

Net income (loss) per share attributable to common stockholders:

Net loss per share attributable to common stockholders:

Basic and diluted $ ( 0.39 ) $ ( 0.48 ) $ ( 0.48 ) $ ( 0.47 ) $ ( 0.47 )

(1) During the fourth quarter of 2024, the number of outstanding shares of the Company's Class B common stock declined such that the total number of outstanding shares of Class B common stock represented less than 5% of the aggregate number of outstanding shares of the Company's Class A common stock and Class B common stock.

Under the terms of the Company's amended and restated certificate of incorporation, the Company's Class B common stock automatically converted to Class A common stock effective as of December 31, 2024.

This resulted in 3,550,142 shares of Class A common stock being issued on December 31, 2024 with the related shares of Class B common stock being cancelled.

The changes include, among other things, the removal of all references to Class B Common Stock and the reclassification of Class A Common Stock to Common Stock.

The following table presents the total weighted-average number of potentially dilutive shares that were excluded from the computation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the period presented:

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Accordingly, the Company has determined that it operates in a single reporting segment (the “ACV segment”).

The ACV segment provides a wholesale auction marketplace (the “Marketplace”) to facilitate business-to-business used vehicle sales between a selling dealership (“Seller”) and a buying dealership (“Buyer”).

The ACV segment provides The Marketplace to facilitate business-to-business used vehicle sales between a seller and a buyer.

Customers using the Marketplace are licensed automotive dealerships or other commercial automotive enterprises.

At the election of the customer purchasing a vehicle, the Company can arrange third-party transportation services for the delivery of the purchased vehicle through its wholly owned subsidiary, ACV Transportation LLC.

The Company can also provide the customer financing for the purchased vehicle through its wholly owned subsidiary, ACV Capital LLC.

The Company can also provide the customer with financing for the purchased vehicle through its wholly owned subsidiary, ACV Capital LLC.

ACV also provides data services that offer insights into the condition and value of used vehicles for transactions both on and off the Company's Marketplace.

The ACV segment provides a wholesale auction marketplace to dealers and derives its revenues primarily from North America.

The CODM assesses performance for the ACV segment and decides how to allocate resources based on net income (loss) that also is reported on the income statement as consolidated net income (loss).

Table of Conten t s

The CODM assesses performance for the ACV segment and decides how to allocate resources based on net income (loss) that also is reported on the consolidated statement of operations as consolidated net income (loss).

The CODM uses net income (loss) in budget versus actual analysis to measure performance and as a key input to make resource investment and management compensation decisions.

The following is the information used by the CODM in assessing segment performance:

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Provision for income taxes 1,338 688 526

Segment net income (loss) $ ( 79,700 ) $ ( 75,261 ) $ ( 102,193 )

Segment net loss

$ ( 66,141 ) $ ( 79,700 ) $ ( 75,261 )

For the years ended December 31, 2025, 2024 and 2023, revenue outside of the United States, based on the billing address of the customer, was not material.

As of December 31, 2025 and 2024, long-lived assets located outside of the United States were not material.

Table of Conten t s

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data