What changed in this filing

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Item 1. Financial Statements

2026-08-10 compared with 2026-05-06 · 102 added, 55 removed, 295 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Marketplace and service revenue $ 189,247 $ 175,995 $ 371,457 $ 341,932

14 unchanged sentences

Loss before income taxes ( 7,676 ) ( 7,329 ) ( 18,038 ) ( 21,781 )

Provision for income taxes 530 365

Provision for (benefit from) income taxes 551 ( 31 ) 1,081 334

Net loss $ ( 8,227 ) $ ( 7,298 ) $ ( 19,119 ) $ ( 22,115 )

5 unchanged sentences

(in thousands)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Net loss $ ( 8,227 ) $ ( 7,298 ) $ ( 19,119 ) $ ( 22,115 )

39 unchanged sentences

20,000 shares authorized;

0 and 0 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

0 and 0 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Common Stock;

1 unchanged sentence

2,000,000 shares authorized;

174,132 and 173,179 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

169,123 and 173,179 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 977,360 996,628

19 unchanged sentences

Balance as of March 31, 2026 174,132 $ 174 $ 1,009,840 $ ( 579,348 ) $ 258 $ 430,924

Net loss — $ — $ — $ ( 8,227 ) $ — $ ( 8,227 )

Other comprehensive income (loss) — $ — $ — $ — $ ( 321 ) $ ( 321 )

Repurchase and retirement of Common Stock ( 5,993 ) $ ( 6 ) $ ( 50,190 ) $ — $ — $ ( 50,196 )

Stock-based compensation — $ — $ 16,505 $ — $ — $ 16,505

Exercise of common stock options 25 $ — $ 82 $ — $ — $ 82

Vested restricted stock units 508 $ 1 $ ( 1,412 ) $ — $ ( 1,411 )

Issuance of shares for employee stock purchase plan 451 $ — $ 2,535 $ — $ — $ 2,535

Balance as of June 30, 2026 169,123 $ 169 $ 977,360 $ ( 587,575 ) $ ( 63 ) $ 389,891

Comprehensive

5 unchanged sentences

Net loss — — — ( 14,817 ) — ( 14,817 )

Other comprehensive income

— — — — 1,224 1,224

Other comprehensive income (loss) — — — — 1,224 1,224

Stock-based compensation — — 24,585 — — 24,585

Exercise of common stock options 1,635 2 380 — — 382

Vesting of restricted stock units

840 1 ( 11,809 ) — — ( 11,808 )

Vested restricted stock units 840 1 ( 11,809 ) — — ( 11,808 )

Balance as of March 31, 2025 170,504 $ 171 $ 958,047 $ ( 517,132 ) $ ( 1,516 ) $ 439,570

Net loss — — — ( 7,298 ) — ( 7,298 )

Other comprehensive income (loss) — — — — 3,167 3,167

Stock-based compensation — — 16,489 — — 16,489

Exercise of common stock options 269 — 149 — — 149

Vested restricted stock units 608 1 ( 5,829 ) — — ( 5,828 )

Issuance of shares for employee stock purchase plan 178 — 2,534 — — 2,534

Balance as of June 30, 2025 171,559 $ 172 $ 971,390 $ ( 524,430 ) $ 1,651 $ 448,783

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

2 unchanged sentences

(in thousands)

Three months ended March 31,

Six months ended June 30,

Cash Flows from Operating Activities

21 unchanged sentences

Payments towards long term debt ( 160,000 ) ( 156,500 )

Payment of debt issuance costs — ( 1,457 )

Proceeds from exercise of stock options 772 531

Payment of RSU tax withholdings in exchange for common shares surrendered by RSU holders ( 4,191 ) ( 17,636 )

Proceeds from employee stock purchase plan 2,535 2,534

Repurchase and retirement of common stock ( 50,196 ) —

Other financing activities — ( 74 )

Net cash provided by financing activities 7,910 32,032

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 149 ) 32

Net increase in cash, cash equivalents, and restricted cash 69,473 67,820

Cash, cash equivalents, and restricted cash, beginning of period 271,497 224,065

Cash, cash equivalents, and restricted cash, end of period $ 340,970 $ 291,885

Net cash (used in) provided by financing activities ( 36,080 ) 47,398

Effect of exchange rate changes on cash and cash equivalents ( 237 ) 209

Net (decrease) increase in cash and cash equivalents ( 29,238 ) 34,300

Cash and cash equivalents, beginning of period 271,497 224,065

Cash and cash equivalents, end of period $ 242,259 $ 258,365

Supplemental disclosure of cash flow information

23 unchanged sentences

The unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and accompanying notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 23, 2026 (the "Annual Report").

As of March 31, 2026, there have been no material changes in our significant accounting policies from those that were disclosed in the Annual Report on Form 10-K, unless otherwise discussed below.

As of June 30, 2026, there have been no material changes in our significant accounting policies from those that were disclosed in the Annual Report on Form 10-K, unless otherwise discussed below.

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”).

Seasonality – The volume of vehicles sold through auctions held on ACV's marketplace platform generally fluctuates from quarter to quarter.

Seasonality – The volume of vehicles sold through auctions held on ACV's marketplace platform fluctuates from quarter to quarter.

This seasonality is caused by several factors, including holidays, weather, the seasonality of the retail market for used vehicles and the timing of federal tax returns, which affects the demand side of the vehicle auction industry.

3 unchanged sentences

Typical seasonality trends may not be observed in periods where other external factors more significantly impact the industry.

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

Recent Accounting Pronouncements – The following table provides a description of accounting standards that have been adopted and those accounting standards that have not yet been 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

Codification Improvements (ASU 2025-12) This update represents changes to the codification that (1) clarify, (2) correct errors, or (3) make minor improvements.

Thirty-three issues are addressed in this update.

An entity may elect to early adopt the amendments on an issue-by-issue basis.

December 31, 2027 The Company adopted the amendments to paragraph 505-30-30-8 on January 1, 2026 on a prospective basis.

The Company is currently evaluating the impact that all other amendments in this update may have on the consolidated financial statements.

Accounting Standards Not Yet Adopted

19 unchanged sentences

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.

The carrying values of the Company's revolving credit facility and revolving warehouse facility were determined to approximate their fair values due to their duration and variable interest rates that approximate prevailing interest rates as of each reporting period.

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):

March 31, 2026

The carrying values of the

Company's revolving credit facility and revolving warehouse facility were determined to approximate their fair values due to their duration and variable interest rates that approximate prevailing interest rates as of each reporting period.

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):

June 30, 2026

Level 1 Level 2 Level 3 Total

11 unchanged sentences

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

Changes in the allowance for credit losses related to trade receivables for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three months ended March 31,

Changes in the allowance for credit losses related to trade receivables for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Beginning balance $ 5,398 $ 5,500 $ 3,828 $ 6,372

5 unchanged sentences

Ending balance $ 6,128 $ 4,368 $ 6,128 $ 4,368

Changes in the allowance for credit losses related to finance receivables for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three months ended March 31,

Changes in the allowance for credit losses related to finance receivables for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Beginning balance $ 22,256 $ 4,550 $ 29,026 $ 4,191

7 unchanged sentences

During the quarter ending September 30, 2025, the Company recorded a provision for credit losses for the full amount of the floorplan finance receivables due from Tricolor.

Tricolor accounted for $ 7.6 million of the Company's finance receivable write-offs for the three months ended March 31, 2026.

Tricolor accounted for $ 11.1 million and $ 18.7 million of the Company's finance receivable write-offs for the three and six months ended June 30, 2026, respectively.

Guarantees, Commitments and Contingencies

10 unchanged sentences

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 $ 350.4 million and approximately $ 193.2 million at March 31, 2026 and December 31, 2025, respectively.

The carrying amount of the liability presented on the Condensed Consolidated Balance Sheets was $ 2.6 million and $ 2.1 million at March 31, 2026 and December 31, 2025, respectively.

The total sale price of vehicles for which there was an outstanding guarantee was approximately $ 255.1 million and approximately $ 193.2 million at June 30, 2026 and December 31, 2025, respectively.

The carrying amount of the liability included in Accrued other liabilities on the Condensed Consolidated Balance Sheets was $ 2.2 million and $ 2.1 million at June 30, 2026 and December 31, 2025, respectively.

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

1 unchanged sentence

The term of the guarantee is typically less than one week.

No material unsettled price guarantees existed at March 31, 2026 and December 31, 2025.

No material unsettled price guarantees existed at June 30, 2026 and December 31, 2025.

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.

3 unchanged sentences

There have been no material changes to the Company’s borrowing arrangements since those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2025.

Refer to Note 9 to the Company's con solidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for further details regarding our credit facilities and their key terms.

As of March 31, 2026, the Company was in compliance with all of its financial covenants and non-financial covenants.

Refer to Note 9 to the Company's consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for further details regarding our credit facilities and their key terms.

As of June 30, 2026, the Company was in compliance with all of its financial covenants and non-financial covenants.

2021 Revolver

As of March 31, 2026 and December 31, 2025, outstanding borrowings under the Company's revolving credit facility (the "2021 Revolver") were $ 85.0 million and $ 70.0 million, respectively, and there were outstanding letters of credit issued under the 2021 Revolver in the amount of $ 3.1 million and $ 3.1 million, respectively, decreasing the availability under the 2021 Revolver by a corresponding amount.

As of March 31, 2026, the interest rate on the outstanding borrowing was 8.50 %.

As of June 30, 2026 and December 31, 2025, outstanding borrowings under the Company's revolving credit facility (the "2021 Revolver") were $ 80.0 million and $ 70.0 million, respectively, and there were outstanding letters of credit issued under the 2021 Revolver in the amount of $ 3.1 million and $ 3.1 million, respectively, decreasing the availability under the 2021 Revolver by a corresponding amount.

As of June 30, 2026, the interest rate on the outstanding borrowing was 6.47 %.

Warehouse Facility

As of March 31, 2026 and December 31, 2025, borrowings under the Company's revolving warehouse facility (the "Warehouse Facility") were $ 115.0 million and $ 120.0 million, respectively.

As of March 31, 2026, the interest rate on the outstanding borrowing was 6.53 %.

As of June 30, 2026 and December 31, 2025, borrowings under the Company's revolving warehouse facility (the "Warehouse Facility") were $ 125.0 million and $ 120.0 million, respectively.

As of June 30, 2026, the interest rate on the outstanding borrowing was 6.59 %.

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):

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Auction marketplace revenue $ 92,401 $ 92,267 $ 186,178 $ 182,250

3 unchanged sentences

Contract liabilities represent consideration collected prior to satisfying performance obligations.

The Company had $ 7.7 million and $ 5.6 million of contract liabilities included in Accrued other liabilities on the Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025, respectively.

Revenue recognized for the three months ended March 31, 2026 from amounts included in deferred revenue as of December 31, 2025 was $ 5.6 million.

The Company had $ 7.3 million and $ 5.6 million of contract liabilities included in Accrued other liabilities on the Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025, respectively.

Revenue recognized for the three months ended June 30, 2026 from amounts included in deferred revenue as of March 31, 2026, was $ 7.7 million.

Revenue recognized for the six months ended June 30, 2026 from amounts included in deferred revenue as of December 31, 2025 was $ 5.6 million.

All of the remaining performance obligations for contracts are expected to be recognized within one year.

Stock-Based Compensation

Refer to Note 13 to the C ompan y's consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for further details regarding the Company's equity plans.

The following table summarizes the stock option activity for the three months ended March 31, 2026 (in thousands, except year and per share amounts):

Refer to Note 13 to the Company's consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for further details regarding the Company's equity plans.

The following table summarizes the stock option activity for the six months ended June 30, 2026 (in thousands, except year and per share amounts):

Options Weighted-

6 unchanged sentences

Expired ( 9 ) 3.53

Outstanding, March 31, 2026 1,198 $ 3.15 $ 2,181 3.07

Exercisable, March 31, 2026 1,198 $ 3.15 $ 2,181 3.07

The following table summarizes the RSU activity for the three months ended March 31, 2026 (in thousands, except per share amounts):

Outstanding, June 30, 2026 1,167 $ 3.15 $ 4,827 2.83

Exercisable, June 30, 2026 1,167 $ 3.15 $ 4,827 2.83

The following table summarizes the RSU activity for the six months ended June 30, 2026 (in thousands, except per share amounts):

Number of RSUs

3 unchanged sentences

Forfeited ( 402 ) 14.19

Outstanding, March 31, 2026 8,466 $ 15.45

The compensation expense related to the unvested portion of restricted stock units was approximately $ 106.6 million at March 31, 2026.

Outstanding, June 30, 2026 12,827 $ 10.74

The compensation expense related to the unvested portion of restricted stock units was approximately $ 111.3 million at June 30, 2026.

The unvested portion of compensation expense for restricted stock units is expected to be recognized over a weighted-average period of 2.3 years.

The Company had effective tax rates of approximately ( 5 )% and ( 3 )% for the three months ended March 31, 2026 and 2025, respectively.

During the second quarter of 2026, 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 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, 2027.

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 2028, with the remaining 50 % of the award vesting in the first quarter of 2029.

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

The Company had effective tax rates of approximately ( 7 )% and 0 % for the three months ended June 30, 2026 and 2025, and ( 6 )% and ( 2 )% for the six months ended June 30, 2026 and 2025, respectively.

The principal differences between the federal statutory rate and the effective tax rates are related to state taxes, foreign taxes and credits, and the non-recognition of tax benefits for certain entities in a loss position for which a full valuation allowance has been recorded.

Net Loss Per Share

The numerators and denominators of the basic and diluted net loss per share computations for the Company's common stock are calculated as follows for the three months ended March 31, 2026 and 2025 (in thousands, except per share data):

Three months ended March 31,

The numerators and denominators of the basic and diluted net loss per share computations for the Company's common stock are calculated as follows for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share data):

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Net loss attributable to common stockholders $ ( 8,227 ) $ ( 7,298 ) $ ( 19,119 ) $ ( 22,115 )

3 unchanged sentences

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Unvested RSUs and other awards 2,124 2,600 1,523 2,978

13 unchanged sentences

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

Three Months ended March 31,

Three Months ended June 30, Six Months ended June 30,

2026 2025 2026 2025

Revenue $ 213,941 $ 193,703 $ 418,133 $ 376,400

10 unchanged sentences

Interest expense ( 3,221 ) ( 2,286 ) ( 6,041 ) ( 4,196 )

Provision for income taxes 530 365

Provision for (benefit from) income taxes 551 ( 31 ) 1,081 334

Segment net loss

$ ( 8,227 ) $ ( 7,298 ) $ ( 19,119 ) $ ( 22,115 )

For the three months ended March 31, 2026 and 2025, revenue outside of the United States, based on the billing address of the customer, was not material.

As of March 31, 2026 and December 31, 2025 , long-lived assets located outside of the United States were not material.

Subsequent event

On May 5, 2026 the Company's Board of Directors authorized up to $ 100.0 million for share repurchases.

For the three and six months ended June 30, 2026 and 2025, revenue outside of the United States, based on the billing address of the customer, was not material.

As of June 30, 2026 and December 31, 2025 , long-lived assets located outside of the United States were not material.

Stockholders Equity

In May 2026, our Board of Directors authorized a share repurchase program authorizing up to $ 100.0 million in share repurchases (the “2026 Repurchase Program”).

The 2026 Repurchase Program does not have an expiration date.

On May 12, 2026 , the Company entered into an accelerated share repurchase agreement (the “ASR”) with Citibank, N.A.

pursuant to which the Company paid $ 50.0 million and received an initial delivery of approximately $ 6.0 million shares of the Company’s common stock (the “Initial ASR Shares”), representing approximately 70 % of the prepayment value based on the closing price at inception.

The ASR was accounted for as two transactions:

(1) a stock repurchase and (2) a forward contract classified as an equity instrument, with the delivery of the Initial ASR Shares immediately reducing weighted-average shares outstanding for both basic and diluted EPS.

The Initial ASR Shares were retired upon delivery.

The total number of shares to be repurchased by the Company pursuant to the ASR will be based on the volume-weighted average price of the Company’s common stock during the term of the ASR, less a discount, and subject to customary adjustments under the terms and conditions of the ASR agreement.

Any incremental shares that may be delivered upon the final settlement of the ASR agreement will be reflected in basic and diluted shares outstanding at the time the shares are delivered.

The transactions under the ASR agreement are expected to be completed no later than the fourth quarter of fiscal 2026.

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

What changed 10-Q

Item 1. Financial Statements