8 unchanged sentences
The Company's management conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2025 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).
−Removed: 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, 2025.
9 unchanged sentences
Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
−Removed: Table of Conten t s
−Removed: the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
+Added: Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Other Information.
2 unchanged sentences
• On December 15, 2025 , Michael Waterman , ACV's Chief Sales Officer , adopted a trading plan.
−Removed: 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.
+Added: Waterman's trading plan provides for the sale of up to 306,793 shares plus a number of shares to be determined based on net vesting of RSUs.
The first trade will not occur until March 16, 2026 at the earliest.
Waterman's trading plan is scheduled to terminate on December 31, 2026 .
−Removed: • On December 11, 2024 , Vikas Mehta , ACV's Chief Operating Officer , adopted a trading plan.
−Removed: 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.
−Removed: The first trade will not occur until March 12, 2025 at the earliest.
−Removed: Mehta's trading plan is scheduled to terminate on December 26, 2025 .
−Removed: • On December 13, 2024 , Andrew Peer , ACV's Chief Accounting Officer , adopted a trading plan.
−Removed: 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.
−Removed: The first trade will not occur until March 14, 2025 at the earliest.
−Removed: Peer's trading plan is scheduled to terminate on September 13, 2025 .
−Removed: • On December 13, 2024 , George Chamoun , ACV's Chief Executive Officer , adopted a trading plan.
−Removed: Chamoun's trading plan provides for the sale of up to 700,000 shares.
−Removed: The first trade will not occur until March 18, 2025 at the earliest.
−Removed: 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.
2 unchanged sentences
Not applicable.
−Removed: Table of Conten t s
Directors, Executive Officers and Corporate Governance.
8 unchanged sentences
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 2026 Annual Meeting of Stockholders.
−Removed: Table of Conten t s
Exhibits, Financial Statement Schedules.
5 unchanged sentences
Consolidated Balance Sheets as of December 31, 2025 and 2024
−Removed: Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Years ended December 31, 2024, 2023, and 2022
+Added: Consolidated Statements of Changes in Stockholders' Equity for the Years ended December 31, 2025, 2024, and 2023
Consolidated Statements of Cash Flows for the Years ended December 31, 2025, 2024, and 2023
6 unchanged sentences
Exhibit Filing Date Filed Herewith
−Removed: 3.1 Amended and Restated Certificate of Incorporation of the Registrant .
−Removed: 8-K 001-40256 3.1 March 26, 2021
+Added: 3.1 A mended and Restated Certificate of Inco r p or ation of the Registrant, as currently in effect
+Added: 001-40256 3.1 August 11, 2025
3.2 Amended and Restated Bylaws of the Registrant.
8-K 001-40256 3.2 July 29, 2024
−Removed: 4.1 Form of Class A Common Stock Certificate.
−Removed: S-1/A 333-253617 4.1 March 15, 2021
4.2 Description of Securities.
−Removed: 001-40256 4.2 February 21, 2024
10.1 Fifth Amended and Restated Investors’ Rights Agreement, dated as of September 2, 2020.
4 unchanged sentences
S-1/A 333-253617 10.3 March 15, 2021
−Removed: 10.4 2021 Employee Stock Purchase Plan.
−Removed: S-1/A 333-253617 10.4 March 15, 2021
+Added: 10.4 Form of Performance Stock Unit Agreement pursuant to the ACV auctions Inc.
+Added: 2021 Equity Incentive Plan
+Added: 10.1 May 8, 2024
+Added: 10.5 F orm of Restric ted Stock Unit Agreement pursuant to the ACV Auctions Inc.
+Added: 2021 Equity Incentive Plan
+Added: 10.2 May 8, 2024
+Added: 10.6 Employee Stock Purchase Plan as amended, restated and continued as of May 22, 2025
+Added: 001-40256 10.2 August 11, 2025
10.7 Form of Indemnity Agreement entered into by and between Registrant and each director and executive officer.
4 unchanged sentences
S-1 333-253617 10.7 February 26, 2021
−Removed: Table of Conten t s
10.1 First Amendment to Lease Agreement, dated as of April 1, 2023, by and between Registrant and 640 Ellicott Street, LLC
29 unchanged sentences
10-Q 001-40256 10.1 October 7, 2024
+Added: 10.24 Amendment No.
+Added: 4, dated June 26, 2025, to Revolving Credit Agreement, dated as of August 24, 2021, among ACV Auctions Inc., the lenders party thereto and JPMorgan Chase Bank, N.A.
+Added: as Administrative Agent.
+Added: 10.1 July 1, 2025
+Added: 10.25 Revolving Credit and Security Agreement, dated as of June 20, 2024, among ACV Capital Funding II LLC, the funding agents and lenders party thereto and Citibank, N.A., as Administrative Agent.
+Added: 001-40256 10.3 August 7, 2024
+Added: 10.26 Fi rst Amend m e n t , dated December 12, 2025, to Revolving Credit and Security Agreement, dated as of June 20, 2024, among ACV Capital Funding II LLC, the funding agents and lenders party thereto and Citibank, N.A., as Administrative Agent.
+Added: 001-40256 10.1 December 18, 2025
19.1 Insider Trading policy
+Added: 10-K 001-40256 19.1 February 19, 2025
19.2 10b5-1 Guidelines
+Added: 10-K 001-40256 19.2 February 19, 2025
21.1 List of Subsidiaries of the Registrant
−Removed: Table of Conten t s
+Added: 10-K 001-40256 21.1 February 19, 2025
23.1 Consent of Ernst & Young LLP, independent registered public accounting firm.
18 unchanged sentences
* 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.
−Removed: Table of Conten t s
Form 10-K Summary
−Removed: Table of Conten t s
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 .
27 unchanged sentences
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.