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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.
−Removed: 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):
−Removed: • On February 25, 2026 , Michael Waterman , ACV's Chief Sales Officer , terminated a trading plan.
−Removed: 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.
−Removed: Prior to its termination, the Plan was scheduled to terminate on December 31, 2026.
−Removed: No shares were sold under the Plan prior to termination.
+Added: During the quarter ended June 30, 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):
+Added: • On June 15, 2026 , Andrew Peer , ACV's Chief Accounting Officer , adopted a trading plan.
+Added: Peer's trading plan provides for the sale of up to 8,000 shares plus a number of shares to be determined based on the number of certain unsold shares under Mr.
+Added: Peer's prior trading plan and a number of shares to be determined based on net vesting of RSUs.
+Added: The first trade will not occur until September 14, 2026 at the earliest.
+Added: Peer's trading plan is scheduled to terminate on May 28, 2027 .
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.
−Removed: 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.
+Added: 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 June 30, 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").
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• 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);
−Removed: • 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
+Added: • 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
+Added: 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;
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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,
−Removed: 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.
+Added: 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 referenced as Exhibits 10.1 and 10.2 herein.
Exhibit Number Description Form File No.
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10.1 F orm of Executive Severance Agreement (CEO- Tier 1)
−Removed: 10.2 F orm of Executive Se verance Agreement (Executive -Tier 2)
+Added: 10-Q 001-40256 10.20 May 6, 2026
+Added: 10.2 F orm of Executive Severance Agreement (Executive -Tier 2)
+Added: 10-Q 001-40256 10.30 May 6, 2026
+Added: 10.3 Master Confirmation - Accelerat ed Share Repurchase Agreement , between the Company and Citibank, N.A.
+Added: dated May 12, 2026
+Added: 8-K 001-40256 10.10 May 12, 2026
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.
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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.