ACV Auctions Inc. 10-Q

Item 5. Other Information. Our Section 16 officers (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans for the purchase or sale of ACV stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. During the quarter ended March 31, 2026, the following Section 16 officers adopted, modified, or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 under Regulation S-K of the Exchange Act): • On February 25, 2026 , Michael Waterman , ACV's Chief Sales Officer , terminated a trading plan. The Plan was originally entered into on December 15, 2025 and contemplated the sale of up to 306,793 shares, plus a number of shares to be determined based on net vesting of RSUs, between March 16, 2025 and December 31, 2026, excluding defined "No Sale" periods. Prior to its termination, the Plan was scheduled to terminate on December 31, 2026. No shares were sold under the Plan prior to termination. 31 Table of Contents The Rule 10b5-1 trading arrangements described above were terminated, modified, adopted, and pre-cleared in accordance with ACV’s Insider Trading Policy and actual sale transactions made pursuant to any such trading arrangements have been or will be disclosed publicly in past or future Section 16 filings with the SEC. Other than disclosed above, no other officer adopted , modified or terminated a Rule 10b5-1 trading arrangement or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) during the three months ended March 31, 2026. On May 4, 2026, The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of ACV Auctions (the "Company") approved, and the Company entered into, severance agreements (each, a "Severance Agreement") with each the Company's Chief Executive Officer and the Company's other executive officers (each, an "Executive" and collectively, the "Executives"). The Severance Agreements replace the existing Severance and Change of Control Plan and Participation Agreements previously entered into between the Company and each Executive. Each Severance Agreement provides that, in the event the Executive's employment is terminated by the Company without Cause or the Chief Executive Officer resigns for Good Reason (each as defined in the Severance Agreement), not in connection with a Change in Control (as defined in the Severance Agreement), the Executive will be entitled to receive the following severance benefits, subject to the Executive's timely execution and non-revocation of a general release of claims in favor of the Company. • A lump sum cash severance payment equal to (A) 1.5 times (in the case of the Chief Executive Officer) and 1.0 times (in the case of each other Executive) the sum of the Executive's annual base salary and (B) a pro-rated annual bonus for the fiscal year of termination if Executive was employed by Company for more than 182 days in the year termination occurred based on the actual achievement of the applicable performance criteria as measured at the end of such year payable in a lump sum • Participation in the Company's group health and dental plans on the same terms as active employees (or, if such continuation is not permitted, a monthly cash payment equal to the applicable COBRA premium) for a period of 18 months (in the case of the Chief Executive Officer) or 12 months (in the case of each other Executive) following the date of termination • Accelerated vesting of each outstanding time-based equity award held by the Executive as of the date of termination that would have vested during the 18-month period (in the case of the Chief Executive Officer) or 12-month period (in the case of each other Executive) immediately following the date of termination Each Severance Agreement further provides that, in the event the Executive's employment is terminated by the Company without Cause or the Executive resigns for Good Reason during the period beginning three months prior to and ending 12 months following a Change in Control (the "Change in Control Protection Period"), the Executive will be entitled to receive the following enhanced severance benefits, in lieu of the severance benefits described above: • a lump sum cash severance payment equal to (A) 2.0 times (in the case of the Chief Executive Officer) or 1.5 times (in the case of each other Executive) the sum of the Executive's annual base salary and (B) 1.5 times (in the case of the Chief Executive Officer) or 1.0 times (in the case of each other Executive) the Executive's target annual bonus, in each case as in effect immediately prior to the date of termination (or, if higher, as in effect immediately prior to the Change in Control); • participation in the Company's group health and dental plans on the same terms as active employees (or, if such continuation is not permitted, a monthly cash payment equal to the applicable COBRA premium) for a period of 24 months (in the case of the Chief Executive Officer) or 18 months (in the case of each other Executive) following the date of termination • full accelerated vesting of all outstanding time-based equity awards held by the Executive as of the date of termination; • full accelerated vesting of all outstanding performance-based equity awards held by the Executive as of the date of termination, with performance deemed achieved at the greater of target or actual performance through the most recently completed measurement period. The severance benefits under each Severance Agreement are subject to the Executive's continued compliance with all applicable restrictive covenants, including confidentiality, non-competition, non-solicitation of employees, and non-solicitation of customers, The foregoing description of the Severance Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Executive Severance Agreement (CEO-Tier 1) and the form of Executive Severance Agreement (Executive-Tier 2), copies of which are filed as Exhibits 10.1 and 10.2 herein. 32 Table of Contents Item 6. Exhibits. Exhibit Number Description Form File No. Exhibit Filing Date Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect. 3.1 August 11, 2025 3.2 Amended and Restated Bylaws of the Registrant, as currently in effect. 8-K 001-40256 3.1 July 29, 2024 10.1 F orm of Executive Severance Agreement (CEO-Tier 1 ) X 10.2 F orm of Executive Se verance Agreement (Executive -Tier 2) X 31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 33 Table of Contents 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 34 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ACV Auctions Inc. Date: May 6, 2026 By: /s/ George Chamoun George Chamoun Chief Executive Officer and Director Date: May 6, 2026 By: /s/ William Zerella William Zerella Chief Financial Officer 35