ACV Auctions Inc. 10-K

Item 8. Financial Statements and Supplementary Data. Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) Consolidated Statements of Operations for the Years ended December 31, 202 5 , 202 4 , and 202 3 63 Consolidated Statements of Comprehensive Loss for the Years ended December 31, 202 5 , 202 4 , and 202 3 64 C onsolidated Balance Sheets as of December 31, 2025 and 2024 65 Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Years ended December 31, 2025, 2024, and 2023 66 Consolidated Statements of Cash Flows for the Years ended December 31, 202 5 , 202 4 , and 202 3 67 Notes to Consolidated Financial Statements 68 Note 1 - Nature of Business and Summary of Significant Accounting Policies 68 Note 2 - Concentration of Credit Risk 74 Note 3 - Financial Instruments 75 Note 4 - Fair Value Measurement 75 Note 5 - Accounts Receivables & Allowance for Doubtful Receivables 76 Note 6 - Property and Equipment, net 77 Note 7 - Internal-Use Software Costs, net 77 Note 8 - Guarantees, Commitments and Contingencies 78 Note 9 - Borrowings 78 Note 10 - Leases 80 Not e 11 - Stockholders' Equity 80 Note 12 - Revenue 81 Note 13 - Stock-Based Compensation 81 Note 14 - Employee Benefit Plan 83 Note 15 - Income Taxes 83 Note 16 - Acquisitions 86 Note 17 - Goodwill and Acquired Intangibles 88 Note 18 - Net Income (Loss) Per Share 89 Note 19 - Segment Information 89 59 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of ACV Auctions Inc. Opinion on the Financial Statements 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. Basis for 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 The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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. 60 Table of Contents Revenue – highly automated processes within auction & other marketplace revenue Description of the Matter As more fully described in Notes 1 and 12 to the consolidated financial statements, the Company’s auction and other marketplace revenue consists principally of revenues earned from facilitating an auction on the marketplace and arranging for the transportation of vehicles purchased on the marketplace to the buyer. Auditing the Company's auction and other marketplace revenue was complex due to the highly automated nature of capturing, aggregating, and recording the revenue, which relies on multiple information systems and tools (both internally and externally developed) and involves transferring significant volumes of data across these systems and tools. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company's auction and other marketplace revenue processes. With the assistance of information technology (IT) professionals, we identified the relevant systems and tools used to capture, aggregate, and record the related revenue transactions, tested the applicable user access controls, change management controls, and IT operations controls over each of these systems and tools, and tested system interfaces and automated controls. We also tested the effectiveness of certain business process controls in place to reconcile data between various systems. Our audit procedures included, among others, comparing the amounts recorded as revenue to supporting documentation for a sample of individual transactions as well as estimating the amount of certain monthly auction and other marketplace revenue and comparing the predicted amount to the amount recorded by the Company. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2018. Buffalo, NY February 23, 2026 61 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of ACV Auctions Inc. Opinion on Internal Control Over Financial Reporting We have audited ACV Auctions Inc.’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) (the COSO criteria). In our opinion, ACV Auctions Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. 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. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Buffalo, N Y February 23, 2026 62 Table of Contents ACV AUCTIONS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Year ended December 31, 2025 2024 2023 Revenue: Marketplace and service revenue $ 677,964 $ 572,971 $ 422,527 Customer assurance revenue 81,642 64,185 58,707 Total revenue 759,606 637,156 481,234 Operating expenses: Marketplace and service cost of revenue (excluding depreciation & amortization) 288,120 248,210 192,707 Customer assurance cost of revenue (excluding depreciation & amortization) 73,288 56,231 51,747 Operations and technology 182,674 162,700 140,959 Selling, general, and administrative 234,991 217,435 166,510 Depreciation and amortization 43,724 36,685 18,988 Total operating expenses 822,797 721,261 570,911 Loss from operations ( 63,191 ) ( 84,105 ) ( 89,677 ) Other (expense) income: Interest income 8,008 9,337 16,507 Interest expense ( 9,620 ) ( 4,244 ) ( 1,565 ) 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 loss $ ( 66,141 ) $ ( 79,700 ) $ ( 75,261 ) Weighted-average shares - basic and diluted 170,584 164,851 159,953 Net loss per share - basic and diluted $ ( 0.39 ) $ ( 0.48 ) $ ( 0.47 ) The accompanying notes are an integral part of these consolidated financial statements. 63 Table of Contents ACV AUCTIONS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Year ended December 31, 2025 2024 2023 Net loss $ ( 66,141 ) $ ( 79,700 ) $ ( 75,261 ) Other comprehensive loss: 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. 64 Table of Contents ACV AUCTIONS INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share data ) December 31, 2025 December 31, 2024 Assets Current Assets: Cash and cash equivalents $ 271,497 $ 224,065 Marketable securities — 46,036 Trade receivables (net of allowance of $ 3,829 and $ 6,372 ) 197,225 168,770 Finance receivables (net of allowance of $ 29,026 and $ 4,191 ) 180,486 139,045 Other current assets 24,295 15,281 Total current assets 673,503 593,197 Property and equipment (net of accumulated depreciation of $ 6,589 and $ 5,227 ) 12,852 7,625 Goodwill 183,725 180,478 Acquired intangible assets (net of amortization of $ 40,202 and $ 28,972 ) 81,024 90,816 Internal-use software costs (net of amortization of $ 67,874 and $ 38,499 ) 81,964 68,571 Other assets 52,543 43,462 Total assets $ 1,085,611 $ 984,149 Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 390,830 $ 345,605 Accrued payroll 9,308 16,725 Accrued other liabilities 20,711 18,836 Total current liabilities 420,849 381,166 Long-term debt 190,000 123,000 Other long-term liabilities 45,079 39,979 Total liabilities 655,928 544,145 Commitments and Contingencies (Note 8) Stockholders' Equity: Preferred stock; $ 0.001 par value; 20,000 shares authorized; 0 and 0 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively — — Common stock; $ 0.001 par value; 2,000,000 shares authorized; 173,179 and 168,029 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively 173 168 Common stock - Class B; $ 0.001 par value; 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 — — Additional paid-in capital 996,628 944,891 Accumulated deficit ( 568,456 ) ( 502,315 ) Accumulated other comprehensive income (loss) 1,338 ( 2,740 ) Total stockholders' equity 429,683 440,004 Total liabilities and stockholders' equity $ 1,085,611 $ 984,149 The accompanying notes are an integral part of these consolidated financial statements. 65 Table of Contents ACV AUCTIONS INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (in thousands) Common Stock (1) Common Class B Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss (Income) Total Shares Par Value Shares Par Value Balance, January 1, 2023 121,214 $ 121 37,242 $ 37 $ 836,695 $ ( 347,354 ) $ ( 3,775 ) $ 485,724 Conversion of Class B common stock to Class A common stock 14,349 14 ( 14,349 ) ( 14 ) — — — — Net loss — — — — — ( 75,261 ) — ( 75,261 ) Other comprehensive loss — — — — — — 2,246 2,246 Stock-based compensation — — — — 52,512 — — 52,512 Exercise of common stock options 1,370 2 — — 4,265 — — 4,267 Vested restricted stock units 1,408 2 313 — ( 16,024 ) — — ( 16,022 ) Issuance of shares for employee stock purchase plan 296 — — — 3,062 — — 3,062 Balance, December 31, 2023 138,637 $ 139 23,205 $ 23 $ 880,510 $ ( 422,615 ) $ ( 1,529 ) $ 456,528 Conversion of Class B common stock to Class A common stock 24,088 24 ( 24,088 ) ( 24 ) — — — — Net loss — — — — — ( 79,700 ) — ( 79,700 ) Other comprehensive income — — — — — — ( 1,211 ) ( 1,211 ) Stock-based compensation — — — — 69,616 — — 69,616 Exercise of common stock options 1,759 2 631 1 9,433 — — 9,436 Vested restricted stock units 1,865 2 252 — ( 27,133 ) — — ( 27,131 ) 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 Net loss — — — — — ( 66,141 ) — ( 66,141 ) Other comprehensive loss — — — — — — 4,078 4,078 Stock-based compensation — — — — 72,503 — — 72,503 Exercise of common stock options 2,187 2 — — 1,439 — — 1,441 Vested restricted stock units 2,460 2 — — ( 26,870 ) — — ( 26,868 ) Issuance of shares for employee stock purchase plan 504 1 — — 4,665 — — 4,666 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. 66 Table of Contents ACV AUCTIONS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2025 2024 2023 Cash Flows from Operating Activities Net loss $ ( 66,141 ) $ ( 79,700 ) $ ( 75,261 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 43,743 36,808 19,285 Stock-based compensation expense, net of amounts capitalized 56,862 68,010 49,648 Provision for bad debt 34,050 9,989 10,923 Other non-cash, net 3,542 741 ( 1,464 ) Changes in operating assets and liabilities, net of effects from purchases of businesses: Trade receivables ( 31,022 ) 17,466 14,406 Other operating assets ( 10,541 ) ( 424 ) ( 310 ) Accounts payable 46,823 16,167 ( 34,612 ) Other operating liabilities 916 ( 3,660 ) ( 500 ) Net cash provided by (used in) operating activities 78,232 65,397 ( 17,885 ) Cash Flows from Investing Activities Net increase in finance receivables ( 75,799 ) ( 22,005 ) ( 45,273 ) Purchases of property and equipment ( 9,098 ) ( 4,539 ) ( 2,330 ) Proceeds from sale of real estate — 14,083 — Capitalization of software costs ( 35,555 ) ( 29,702 ) ( 25,840 ) Purchases of marketable securities ( 28,921 ) ( 35,979 ) ( 146,032 ) Maturities and redemptions of marketable securities 26,388 88,664 135,724 Sales of marketable securities 48,934 130,090 2,402 Acquisition of businesses (net of cash acquired) — ( 156,475 ) ( 29,623 ) Net cash used in investing activities ( 74,051 ) ( 15,863 ) ( 110,972 ) Cash Flows from Financing Activities Proceeds from long term debt 423,500 491,500 420,000 Payments towards long term debt ( 356,500 ) ( 483,500 ) ( 380,500 ) Proceeds from exercise of stock options 1,441 9,436 4,265 Payments for debt issuance and other financing costs ( 3,265 ) ( 2,023 ) — Payment of RSU tax withholdings in exchange for common shares surrendered by RSU holders ( 26,868 ) ( 27,131 ) ( 16,025 ) Proceeds from employee stock purchase plan 4,666 3,910 3,062 Other financing activities — ( 66 ) ( 169 ) Net cash provided by (used in) financing activities 42,974 ( 7,874 ) 30,633 Effect of exchange rate changes on cash, cash equivalents, and restricted cash 277 ( 166 ) 43 Net increase (decrease) in cash, cash equivalents, and restricted cash 47,432 41,494 ( 98,181 ) Cash, cash equivalents, and restricted cash, beginning of period 224,065 182,571 280,752 Cash, cash equivalents, and restricted cash, end of period $ 271,497 $ 224,065 $ 182,571 Supplemental disclosure of cash flow information Cash paid during the period for: Interest expense $ 7,863 $ 3,050 $ 989 Income taxes $ 764 $ 769 $ 715 Non-cash investing and financing activities: Stock-based compensation included in capitalized software development costs $ 7,602 $ 5,516 $ 3,383 The accompanying notes are an integral part of these consolidated financial statements. 67 Table of Contents ACV AUCTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Business and Summary of Significant Accounting Policies 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. 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 (“ACV Capital”). 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, which help dealerships, their end customers, and commercial partners make more informed decisions to transact with confidence and efficiency. Customers using data services are licensed automotive dealerships or other commercial automotive enterprises. 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. Basis of Consolidation – The consolidated financial statements include the accounts of ACV Auctions Inc. and all of its controlled subsidiaries. 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 (“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. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and these differences may be material. Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, allowance for doubtful receivables, contingent consideration, fair value of guarantees, impairment of goodwill, loss estimates related to guarantee claims, fair value and useful lives of acquired intangible assets, and accounting for income taxes, including the valuation allowance on deferred tax assets. 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 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. Trade receivables are recorded net of the allowance for doubtful receivables. Trade receivables are due either upon the close of an auction, or upon the delivery of title from the Seller to the Company, depending on the terms agreed with the customer. Finance receivables represent amounts borrowed by the purchaser of a vehicle to finance the purchase. Finance receivables are collateralized by the purchased vehicle. Finance receivables are recorded net of the allowance for credit losses. Finance receivables are due upon maturity or upon the subsequent sale of the purchased vehicle, whichever comes first. 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 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. 68 Table of Contents Property and Equipment, net – Property and equipment is stated at cost, net of accumulated depreciation. Improvements are generally capitalized. The costs of maintenance and repairs are charged to expense as incurred. 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 of the improvement or applicable lease period. The estimated useful lives of the Company's property and equipment are generally as follows: Computer equipment 2 - 3 years Auction and inspection equipment 2 - 5 years Furniture and fixtures 5 - 7 years Vehicles 5 years Leasehold improvements Lesser of economic life or lease term Internal-Use Software Costs, net – The Company capitalizes its internal-use software costs during the application development stage. 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 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. 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. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company is unable to determine the lessor’s implicit rate and uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. An individual lease’s term may include an option to extend or terminate the lease when it is reasonably certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term. Goodwill & Acquired Intangible Assets, net – Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining useful lives of acquired intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Goodwill is not amortized, but rather is subject to an impairment test. The Company evaluates goodwill for impairment annually as one singular reporting unit on October 1 or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The Company’s policy is to first perform a qualitative assessment to determine whether it was more likely than not that the reporting unit's carrying value is less than its fair value, indicating the potential for goodwill impairment. If the reporting unit fails the qualitative test, then the Company proceeds with a quantitative test. The Company then determines whether the reporting unit fair value is less than its carrying amount and, if it is, the Company recognizes a goodwill impairment equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill. 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 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 69 Table of Contents 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. Commitments and Contingencies – The Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the consolidated financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be made. Accruals for contingencies including litigation are included in Accrued other liabilities at undiscounted amounts. These accruals are adjusted periodically as additional information becomes available. If the amount of an actual loss is greater than the amount accrued, this could have an adverse impact on the Company's operating results in that period. Revenue Recognition – The Company generates revenue from contracts with customers. Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those services. Determining whether performance obligations should be accounted for separately or combined may require significant judgment. For each performance obligation within a contract, the Company evaluates whether it acts as the principal or as an agent. When the Company acts as the principal, revenue is recognized in the gross amount of the consideration received from the customer at the point in time the services are completed. When the Company acts as the agent, revenue is recognized net of the consideration due to a third party at the point in time when the services are provided. In contracts with multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated stand-alone selling price (“SSP”) of each performance obligation. The Company uses an observable price to determine the SSP for each performance obligation. Where observable prices are not available, an expected cost-plus margin approach is used. The Company then determines how the services are transferred to the customer to determine the timing of revenue recognition. From time to time the Company provides promotions and incentives to Buyers and Sellers in various forms including discounts on fees, credits and rebates. Promotions and incentives, which are consideration payable to a customer, are recognized as a reduction of revenue when revenue is recognized. Commissions paid to sales representatives and related payroll taxes are considered costs to obtain a contract. ASC 340, Other Assets and Deferred Costs, requires costs to obtain a contract with a customer within the scope of ASC 606 to be capitalized and amortized over the period of benefit. The Company has elected the practical expedient available under ASC 340-40-25-4 to immediately expense the incremental cost of obtaining a contract when the underlying related asset would have been amortized over one year or less. The Company has utilized the practical expedient available under ASC 606-10-50-14 and does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company has also utilized the practical expedient available under ASC 606-10-32-2A to exclude from revenue all taxes assessed by a governmental authority, including sales, use and excise taxes, that are both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer. Marketplace and service revenue – Marketplace and service revenue consists principally of revenues earned from facilitating an auction on the Marketplace and arranging for the transportation of vehicles purchased on the Marketplace to the Buyer. In the course of facilitating an auction on the Marketplace, the Seller may elect for the Company to perform a wholesale auction inspection of the vehicle. Marketplace and service revenue also consists of data services that offer insights into the condition and value of used vehicles for transactions both on and off the Company's Marketplace, by providing the customer an inspection of the vehicle and an inspection report and other software-related services. Revenue earned from facilitating a vehicle auction through the Marketplace is recognized at a point in time when the vehicle is sold. The Company acts as an agent when facilitating a vehicle auction through the Marketplace. 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. 70 Table of Contents Revenue from transportation services is recognized over time as delivery is completed. In providing its transportation services, the Company leverages its network of third-party transportation carriers and arranges for the transportation of the vehicle to the Buyer. The Company is the principal for transportation services. Transportation fees charged to the Buyer are reported on a gross basis. Data services revenue is recognized at a point in time when the vehicle inspection and report is completed and delivered to the customer. The Company also generates data services revenue from software related services. Subscription revenue is recognized on a ratable basis over the contractual subscription term of the arrangement, beginning on the date that the Company's services are made available to the customer. Implementation and training revenue is recognized over time as services are transferred to the Company's customers. Timing of revenue recognition may differ from the timing of payment from customers. Accounts receivable represents amounts invoiced, which include the price of the auctioned vehicle and related fees charged to a Buyer, where the Company has the unconditional right to payment. The Company offers short-term financing to eligible borrowers who have purchased a vehicle. These financing fees and interest income are accounted for under ASC 310-20, Nonrefundable Fees and Other Costs , and therefore are not subject to evaluation under ASC 606. Financing fees and interest income earned on financing receivables are recognized ratably over the duration of the financing arrangement. Customer assurance revenue – Customer assurance revenue represents the implied premium received for certain guarantees. Refer to Note 8 for additional information. Marketplace and service cost of revenue – Marketplace and service cost of revenue consists of third-party transportation carrier costs, titles shipping costs, customer support, website hosting costs, inspection costs related to data services, and various other costs. These costs include personnel-related costs and related stock-based compensation expenses. Customer assurance cost of revenue – Customer assurance cost of revenue consists of the costs related to satisfying claims against guarantees. Refer to Note 8 for additional information. Operations and technology – Operations and technology costs consist of expenses for wholesale auction inspections, personnel costs related to payments and titles processing, transportation processing, product and engineering, and other general operations and technology expenses. These costs include personnel-related costs and related stock-based compensation expenses. Selling, general and administrative – Selling, general and administrative expense consists of costs resulting from sales, accounting, finance, legal, marketing, human resources, executive, and other administrative activities. 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 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. Depreciation and amortization – Depreciation and amortization expense consists of depreciation of fixed assets and amortization of acquired intangible assets and internal-use software. Amortization of implementation costs for hosted software arrangements is included within Operations and technology and Selling, general, and administrative, as applicable, consistent with the classification of the related hosted software fees. Stock-Based Compensation – The Company uses the fair value recognition provisions of ASC 718, Compensation – Stock Compensation . 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 were expected to be outstanding. As the Company did not have sufficient historical experience at the time of grant, for determining the 71 Table of Contents 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 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. The Board of Directors, with input from management considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards were approved. Valuations of the common stock performed by a third-party valuation specialist are in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. Factors taken into consideration in assessing the fair value of the Company’s common stock include, but are not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iii) the likelihood and timing of achieving a qualifying event, such as an IPO or sale of the Company given prevailing market conditions; (iv) actual operating and financial results; and (v) precedent transactions involving the Company’s shares. 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. The options vest based on a graded scale over the stated vesting period, and compensation expense is recognized based on their grant date fair value on a straight-line basis over the requisite service period. Forfeitures are recognized as they occur. 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. For market-based performance share units, the Company estimates the fair value at the date of grant using a Monte Carlo valuation methodology and recognize as expense those fair values over the requisite service period. The Monte Carlo methodology estimates the fair value of market-based performance share units at the date of grant and incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the market-based performance share units at the date of grant must be recognized as compensation expense even if the market condition is not achieved. The Company classifies stock-based compensation expense in its Consolidated Statements of Operations in the same way the payroll costs or service payments are classified for the related stock-based award recipient. Income Taxes – The Company accounts for income taxes in accordance with ASC 740, Income Taxes . This standard requires, among other things, recognition of deferred tax assets and liabilities for future tax consequences, measured by enacted rates attributable to temporary differences between financial statement and income tax bases of assets and liabilities, and net operating loss and tax credit carryforwards to the extent that realization of such benefits is more likely than not. 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 72 Table of Contents 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. Foreign Currency – The functional currencies of the Company’s international subsidiaries are the applicable local currency. The translation of the applicable foreign currency into U.S. dollars is performed for assets and liabilities using current exchange rates in effect at the balance sheet date, and for revenue and expense activity using the applicable month’s average exchange rates. Foreign currency translation gains and losses are included as a component of the Consolidated Statements of Comprehensive Loss. 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 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. Due to the Company’s loss from continuing operations, net of income taxes: (i) convertible preferred stock, (ii) unvested restricted stock and other awards, (iii) stock options, and (iv) shares subject to the employee stock purchase plan, were not included in the computation of diluted net loss per share attributable to common stockholders, as the effects would be anti-dilutive. Accordingly, basic and diluted net loss per share attributable to common stockholders are equal for the years presented. Fair Value Measurements and Financial Instruments – Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1: Observable inputs such as quoted prices in active markets for identical assets and liabilities. Level 2: Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data which require the Company to develop its own assumptions. The Company’s financial instruments primarily consist of cash and cash equivalents, debt securities, trade and finance accounts receivable and accounts payable. 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. 73 Table of Contents 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 Income Tax Disclosures (ASU 2023-09) The guidance enhances the transparency and decision usefulness of income tax disclosures. 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) This guidance enhances the disaggregated disclosure of income statement expenses. 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. 2. Concentration of Credit Risk Financial instruments that potentially subject the company to credit risk primarily consist of cash and cash equivalents, short-term high credit-quality money market funds at financial institutions that management believes are of high credit quality, and marketable investment securities with investment-grade ratings. The Company has not realized any material losses on such amounts. Due to the nature of the Company's business, substantially all revenue is earned and trade and finance receivables are due from dealerships and commercial partners. No individual customer accounted for more than 10% of revenue for the years ended December 31, 2025, 2024, and 2023. No individual customer accounted for more than 10% of accounts receivable at December 31, 2025 and 2024. 74 Table of Contents 3. Financial Instruments 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 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Marketable securities: Corporate securities (1) $ 43,008 $ 9 $ ( 74 ) $ 42,943 U.S. treasury and agency securities 3,097 — ( 4 ) 3,093 Total marketable securities $ 46,105 $ 9 $ ( 78 ) $ 46,036 (1) Comprised primarily of corporate bonds The Company typically invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. Fair values were determined for each individual security in the investment portfolio. 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. 4. Fair Value Measurement The following tables present information about the Company’s financial assets measured at fair value on a recurring basis as of December 31, 2025 and 2024, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands): December 31, 2025 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 85,140 $ — $ — $ 85,140 Total financial assets $ 85,140 $ — $ — $ 85,140 December 31, 2024 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 69,475 $ — $ — $ 69,475 Marketable securities: Corporate securities — 42,943 — 42,943 U.S. treasury and agency securities — 3,093 — 3,093 Total financial assets $ 69,475 $ 46,036 $ — $ 115,511 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 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. 75 Table of Contents 5. Accounts Receivables & Allowance for Doubtful Receivables 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. Changes in the allowance for doubtful trade receivables for the year ended December 31, 2025, 2024 and 2023 were as follows (in thousands): Year ended December 31, 2025 2024 2023 Beginning balance $ 6,372 $ 2,868 $ 4,860 Provision for bad debt 2,741 5,666 6,637 Net write-offs Write-offs ( 5,650 ) ( 3,533 ) ( 14,125 ) Recoveries 366 1,371 5,496 Net write-offs ( 5,284 ) ( 2,162 ) ( 8,629 ) Ending balance $ 3,829 $ 6,372 $ 2,868 Changes in the allowance for doubtful finance receivables for the year ended December 31, 2025, 2024 and 2023 were as follows (in thousands): Year ended December 31, 2025 2024 2023 Beginning balance $ 4,191 $ 3,428 $ 2,275 Provision for bad debt 31,309 4,323 4,286 Net write-offs Write-offs ( 6,717 ) ( 4,118 ) ( 4,053 ) Recoveries 243 558 920 Net write-offs ( 6,474 ) ( 3,560 ) ( 3,133 ) Ending balance $ 29,026 $ 4,191 $ 3,428 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. 76 Table of Contents 6. Property and Equipment, net Property and equipment, net consisted of the following at December 31, 2025 and 2024 (in thousands): 2025 2024 Computer equipment $ 4,339 $ 4,089 Auction and inspection equipment 6,006 3,161 Furniture and fixtures 1,760 1,743 Leasehold improvements 4,826 1,610 Vehicles 2,510 2,249 Property and equipment, gross 19,441 12,852 Less accumulated depreciation ( 6,589 ) ( 5,227 ) Property and equipment, net $ 12,852 $ 7,625 Depreciation expense for the year ended December 31, 2025, 2024 and 2023 totaled $ 3.9 million, $ 3.5 million and $ 3.4 million, respectively. 7. Internal-Use Software Costs, net Internal-use software costs, net consisted of the following for the year ended December 31, 2025 (in thousands): December 31, 2025 Weighted average remaining amortization period (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Internal-Use Software - In-service 1.8 $ 110,670 $ ( 67,874 ) $ 42,796 Internal-Use Software - Work in Progress N/A 39,168 — 39,168 Total Internal-Use Software $ 149,838 $ ( 67,874 ) $ 81,964 Internal-use software costs, net consisted of the following for the year ended December 31, 2024 (in thousands): December 31, 2024 Weighted average remaining amortization period (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Value Internal-Use Software - In-service 2.0 $ 82,075 $ ( 38,499 ) $ 43,576 Internal-Use Software - Work in Progress N/A 24,995 — 24,995 Total Internal-Use Software $ 107,070 $ ( 38,499 ) $ 68,571 Amortization expense for the years ended December 31, 2025, 2024 and 2023, totaled $ 29.2 million, $ 21.5 million and $ 10.1 million, respectively. 77 Table of Contents Estimated amortization expense on existing internal-use software costs for the next three years is as follows (in thousands): Year ended December 31, 2026 $ 25,632 2027 13,414 2028 3,750 Total $ 42,796 8. Guarantees, Commitments and Contingencies The Company provides certain guarantees to Sellers in the Marketplace in the ordinary course of business, which are accounted for under ASC 460 as a general guarantee. Vehicle Condition Guarantees – Sellers must attach a vehicle condition report in the Marketplace for every auction; this vehicle condition report is used by Buyers to inform bid decisions. The Company offers guarantees to Sellers in qualifying situations where the Company performed a vehicle inspection and prepared the vehicle condition report. 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. 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 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. Other Price Guarantees – The Company provides Sellers with a price guarantee for vehicles to be sold on the Marketplace from time to time. If a vehicle sells below the guaranteed price, the Company is responsible for paying the Seller the difference between the guaranteed price and the final sale price. The term of the guarantee is typically less than one week. No material unsettled price guarantees existed at December 31, 2025 and 2024. Litigation – The Company and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings and matters in which claims for monetary damages are asserted. 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 statements. 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. 9. Borrowings 2021 Revolver 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, 78 Table of Contents 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. 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. As of December 31, 2025, the interest rate on the outstanding borrowing was 8.50 %. Warehouse Facility 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 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. 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 %. The Alternate Base Rate is the highest of (a) the prime rate quoted in the Wall Street Journal, (b) the NYFRB rate plus 0.50 % and (c)(i) 1.00 % plus (ii) the Term SOFR rate for a one-month interest period. 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 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 %. 79 Table of Contents 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. 10. Leases The Company leases office space under operating leases expiring at various dates through 2039. 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 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): 2026 $ 9,389 2027 9,332 2028 9,105 2029 8,645 2030 8,179 Thereafter 24,950 Total lease payments 69,600 Less imputed interest ( 22,596 ) Total $ 47,004 The following amounts relate to operating leases that were recorded on the Company's Consolidated Balance Sheets at December 31, 2025 and 2024 (in thousands): 2025 2024 Operating lease right of use assets: Other assets $ 46,405 $ 41,354 Operating lease liabilities: Accrued other liabilities 5,232 3,790 Other long-term liabilities 41,772 37,296 The Company recorded right of use assets, in exchange for new lease liabilities, of $ 9.8 million, $ 25.9 million, and $ 15.3 million during the years ended December 31, 2025, 2024, and 2023, respectively. 11. Stockholders' Equity Common Stock On March 11, 2021, the Board of Directors and the stockholders of the Company approved an amended and restated certificate of incorporation that implemented a dual class common stock structure where all existing shares of common stock converted to Class B common stock and a new class of common stock, Class A common stock, became authorized. The amended and restated certificate of incorporation became effective immediately prior to the closing of the IPO on March 26, 2021. The authorized share capital of Class A common stock of the Company is 2,000,000 and the authorized share capital for Class B common stock is 160,000 . The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to ten votes per share. The Class A and Class B common stock have the same rights and privileges and rank equally, share ratably, and are identical in all respects for all matters except for the voting, conversion, and transfer rights. Holders of the Company's common stock are entitled to receive dividends as may be declared by the Company's Board of Directors. No cash dividends had been declared or paid during the years ended December 31, 2025 and 2024. The Class B common stock converts to Class A common stock at any time at the option of the holder. During the 80 Table of Contents 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. Under the terms of our amended and restated certificate of incorporation, our 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. 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. 12. Revenue 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 (in thousands): 2025 2024 2023 Auction marketplace revenue $ 347,642 $ 303,037 $ 210,930 Other marketplace revenue 295,804 236,672 179,002 Data services revenue 34,518 33,262 32,595 Marketplace and service revenue $ 677,964 $ 572,971 $ 422,527 Contract liabilities represent consideration collected prior to satisfying performance obligations. 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. All the remaining performance obligations for contracts are expected to be recognized within one year. 13. Stock-Based Compensation Effective March 23, 2021, the Company adopted the ACV Auctions Inc. 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan became effective on the date of the underwriting agreement related to the IPO, and no further grants were made under the 2015 Plan. All shares that remained available for issuance under the 2015 Plan at that time were transferred to the 2021 Plan. Employees, outside directors, consultants and advisors of the Company are eligible to participate in the 2021 Plan. The 2021 Plan allows the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units ("RSUs"), performance awards, and other forms of awards. Common stock options generally vest and become exercisable over a four-year service period with 25 % vesting one year from the date of grant or service-inception date and ratably vesting monthly over the remaining three-year period. RSUs generally vest and become exercisable over a three - or four-year service period. 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 "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 81 Table of Contents 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. 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. If the Stock Price Condition has not yet been satisfied prior to the relevant date, then the PSUs that otherwise would have vested on such date will remain unvested unless and until the Stock Price Condition has been satisfied. If the Stock Price Condition has not been satisfied by July 1, 2027, then the PSUs will be forfeited on that date. In each circumstance, vesting is subject to the executive’s continued service with the Company until the time of vesting. 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 Weighted- Average Exercise Price Per Share Intrinsic Value Weighted- Average Remaining Contractual Term (in years) Outstanding, December 31, 2024 3,882 $ 1.55 $ 77,824 3.21 Exercised ( 2,187 ) 0.67 Forfeited ( 1 ) 5.54 Expired ( 18 ) 5.22 Outstanding, December 31, 2025 1,676 $ 2.67 $ 8,975 2.76 Exercisable, December 31, 2025 1,676 $ 2.67 $ 8,975 2.76 Stock options exercised during the years ended December 31, 2024 and 2023 were 2.4 million and 1.4 million, respectively. 82 Table of Contents The following table summarizes the RSU activity for the year ended December 31, 2025 (in thousands, except for per share amounts): Number of RSUs Weighted- Average Grant-Date Fair Value Outstanding, December 31, 2024 8,078 $ 16.04 Granted 5,719 15.52 Vested ( 4,214 ) 15.34 Forfeited ( 869 ) 15.94 Outstanding, December 31, 2025 8,714 $ 16.05 The weighted-average grant-date fair value of RSU's granted during the years ended December 31, 2024 and 2023 was $ 17.56 and $ 14.04 , respectively. The fair value of stock awards vested and the intrinsic value from the exercise of options for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands): 2025 2024 2023 Fair value of awards vested $ 64,643 $ 58,438 $ 47,736 Intrinsic value of options exercised $ 32,098 $ 33,651 $ 15,688 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): 2025 2024 2023 Marketplace and service cost of revenue (excluding depreciation & amortization) $ 1,026 $ 1,065 $ 938 Operations and technology 15,355 16,595 10,875 Selling, general, and administrative 40,481 50,350 37,835 Stock-based compensation, net of amount capitalized 56,862 68,010 49,648 Capitalized stock-based compensation 7,602 5,516 3,383 Stock-based compensation expense $ 64,464 $ 73,526 $ 53,031 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. 14. Employee Benefit Plan The Company sponsors a 401(k) Profit Sharing Plan covering eligible employees. The Company may contribute to this plan on a discretionary basis. No discretionary contributions were made during the years ended December 31, 2025, 2024 and 2023. 15. Income Taxes 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 concluded that, as of December 31, 2025 , 2024 and 2023, there are no uncertain tax positions taken or expected to be taken that would require recognition or disclosure in the consolidated financial statements. 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, 83 Table of Contents 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. The components of loss from continuing operations before income taxes for the years ended December 31, 2025, 2024 and 2023 are summarized below (in thousands): 2025 2024 2023 Loss before income taxes: Domestic $ ( 57,523 ) $ ( 64,655 ) $ ( 68,000 ) Foreign ( 7,280 ) ( 14,357 ) ( 6,735 ) 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): 2025 2024 2023 Current expense (benefit): Federal $ 1 $ 62 $ 28 Foreign 344 51 244 State 436 463 252 Total current expense 781 576 524 Deferred expense (benefit): Federal 384 164 201 Foreign ( 153 ) ( 265 ) ( 499 ) State 326 213 300 Total deferred expense 557 112 2 Total income tax expense $ 1,338 $ 688 $ 526 The Company’s deferred tax assets and liabilities consisted of the following at December 31, 2025 and 2024 (in thousands): 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 96,103 $ 91,471 Excess depreciation and amortization 19,289 15,427 Deferred compensation 6,861 8,058 Lease liability 11,173 9,867 Accruals and reserves 13,637 6,061 Total gross deferred tax asset 147,063 130,884 Less valuation allowance ( 129,267 ) ( 116,175 ) Total net deferred tax assets, net of allowance 17,796 14,709 Deferred tax liabilities: Right of use asset ( 10,943 ) ( 9,734 ) Indefinite lived intangible ( 9,283 ) ( 6,977 ) Net deferred tax liability $ ( 2,430 ) $ ( 2,002 ) The Company measures deferred tax assets and liabilities using enacted tax rates that apply in the year in which the temporary differences are expected to be recovered or paid. 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 valuation allowances of $ 129.3 million and $ 116.2 million at 84 Table of Contents 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): Year ended December 31, 2025 Year ended December 31, 2024 Year ended December 31, 2023 Amount Percent Amount Percent Amount Percent U.S. 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 Canada Research and development tax credits ( 848 ) 1.3 % ( 359 ) 0.5 % ( 521 ) 0.7 % Other 471 ( 0.7 ) % 352 ( 0.4 ) % 339 ( 0.5 ) % France 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 % Ireland 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. At December 31, 2025, the Company had US federal, state, and Foreign net operating loss ("NOL") carryforwards for income tax purposes of approximately $ 360.9 million, $ 318.6 million and $ 22.5 million, respectively. These carryforwards may be used to offset future taxable income, with a portion of the federal carryforwards starting to expire in 2035 and the remainder of the US federal carryforwards and foreign carryforwards available indefinitely. A portion of state carryforwards will expire in 2026 and the remainder expiring in future periods or available indefinitely. Utilization of the net operating loss and credit carryforwards may be subject to an annual limitation due to the ownership limitations provided by the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions. Any annual limitation may result in the expiration of net operating losses and credits before utilization. 85 Table of Contents 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. 16. Acquisitions 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 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 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. The Company completed a sale of the real estate to a third party on August 6, 2024. Indiana Auto Auction offers wholesale and commercial car auction and reconditioning services and enabled the Company to expand its range of offerings to dealers and commercial partners. March 13, 2024 Acquisition 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 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. 166 Auto Auction offers wholesale car auction services and enabled the Company to expand its range of offerings to dealers and commercial partners. Alliance Auto Auctions 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. 86 Table of Contents 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 Cash and cash equivalents $ 2,467 Trade receivables 14,926 Finance receivables — Other current assets 768 Property & equipment 892 Intangible assets 32,700 Goodwill 40,412 Other assets 8,305 Total assets acquired $ 100,470 Liabilities Assumed Accounts payable $ 15,040 Accrued payroll 400 Accrued other liabilities 2,132 Deferred Revenue 64 Other long-term liabilities 7,383 Total liabilities assumed 25,019 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 On August 22, 2023, the Company completed its acquisition of all of the ownership interests of a business (“the August 2023 acquisition”) for cash consideration of $ 16.9 million. The aggregate purchase price was allocated to $ 6.2 million of goodwill, $ 14.2 million of intangible assets, and $ 3.6 million of net liabilities assumed. 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. April 2023 Acquisition On April 24, 2023, the Company completed its acquisition of all of the ownership interests of a business (“the April 2023 acquisition”) for total cash consideration of $ 12.5 million. The aggregate purchase price was allocated to $ 5.3 million of goodwill, $ 6.0 million of intangible assets and $ 1.2 million of net assets assumed. 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. 87 Table of Contents 17. Goodwill and Acquired Intangibles Changes to the carrying amount of goodwill are as follows (in thousands): 2025 2024 Beginning balance $ 180,478 $ 103,379 Acquisitions — 77,532 Foreign currency translation 3,247 ( 746 ) Measurement period adjustments — 313 Ending balance $ 183,725 $ 180,478 Acquired intangible assets, net consisted of the following (in thousands): December 31, 2025 December 31, 2024 Useful Lives (in years) Gross Carrying Amount Accumulated Amortization Carrying Value Gross Carrying Amount Accumulated Amortization Carrying Value Customer relationships 0.5 - 15 $ 97,904 $ ( 20,995 ) $ 76,909 $ 97,113 $ ( 11,969 ) $ 85,144 Developed technology 1 - 7 13,454 ( 11,213 ) 2,241 12,861 ( 9,541 ) 3,320 Other acquired intangibles 0.5 - 5 9,868 ( 7,994 ) 1,874 9,814 ( 7,462 ) 2,352 Total $ 121,226 $ ( 40,202 ) $ 81,024 $ 119,788 $ ( 28,972 ) $ 90,816 At December 31, 2025, customer relationships, developed technology, and other acquired intangibles had weighted-average remaining useful lives of 9.1 years, 2.5 years, and 3.3 years, respectively. Amortization expense relating to acquired intangible assets was $ 10.6 million, $ 11.7 million, and $ 5.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. Estimated amortization expense on acquired intangible assets for the next five years and thereafter is as follows (in thousands): Year ended December 31, 2026 $ 10,353 2027 10,215 2028 9,671 2029 8,747 2030 8,198 Thereafter 33,740 Total $ 80,924 88 Table of Contents 18. 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 per share data): Year ended December 31, 2025 2024 2023 Common Stock (1) Class A Class B Class A Class B Numerator: Net loss attributable to common stockholders $ ( 66,141 ) $ ( 72,565 ) $ ( 7,135 ) $ ( 62,086 ) $ ( 13,175 ) Denominator: Weighted-average number of shares of common stock - basic and diluted 170,584 150,092 14,758 131,951 28,002 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. 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 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: Year ended December 31, 2025 2024 2023 Unvested RSUs and other awards 1,836 3,521 2,170 Stock options 1,866 4,317 5,409 19. Segment Information The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”) and is responsible for reviewing financial information presented on a segment basis for purposes of making operating decisions and assessing financial performance. The CEO reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates in a single reporting segment (the “ACV segment”). 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 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 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. 89 Table of Contents The following is the information used by the CODM in assessing segment performance: Year ended December 31, 2025 2024 2023 Revenue $ 759,606 $ 637,156 $ 481,234 Less: Marketplace and service cost of revenue (excluding depreciation & amortization) 288,120 248,210 192,707 Customer assurance cost of revenue (excluding depreciation & amortization) 73,288 56,231 51,747 Marketplace operations 121,558 105,272 88,866 Technology and development 61,116 57,428 52,093 Sales and marketing 102,556 96,849 77,275 General and administrative 132,435 120,586 89,235 Depreciation and amortization 43,724 36,685 18,988 Total operating expenses 822,797 721,261 570,911 Loss from operations ( 63,191 ) ( 84,105 ) ( 89,677 ) Interest income 8,008 9,337 16,507 Interest expense ( 9,620 ) ( 4,244 ) ( 1,565 ) Provision for income taxes 1,338 688 526 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. 90 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Not applicable.