ACV Auctions Inc. 10-Q

Item 1. Financial Statements (Unaudited) ACV AUCTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share data) Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Revenue: Marketplace and service revenue $ 189,247 $ 175,995 $ 371,457 $ 341,932 Customer assurance revenue 24,694 17,708 46,676 34,468 Total revenue 213,941 193,703 418,133 376,400 Operating expenses: Marketplace and service cost of revenue (excluding depreciation & amortization) 85,504 74,319 165,324 143,721 Customer assurance cost of revenue (excluding depreciation & amortization) 21,722 16,909 40,702 30,886 Operations and technology 46,944 45,801 93,414 89,991 Selling, general, and administrative 53,781 52,972 110,019 111,990 Depreciation and amortization 12,036 10,897 23,956 21,438 Total operating expenses 219,987 200,898 433,415 398,026 Loss from operations ( 6,046 ) ( 7,195 ) ( 15,282 ) ( 21,626 ) Other (expense) income: Interest income 1,591 2,152 3,285 4,041 Interest expense ( 3,221 ) ( 2,286 ) ( 6,041 ) ( 4,196 ) Total other (expense) income ( 1,630 ) ( 134 ) ( 2,756 ) ( 155 ) Loss before income taxes ( 7,676 ) ( 7,329 ) ( 18,038 ) ( 21,781 ) Provision for (benefit from) income taxes 551 ( 31 ) 1,081 334 Net loss $ ( 8,227 ) $ ( 7,298 ) $ ( 19,119 ) $ ( 22,115 ) Weighted-average shares - basic and diluted 171,038 170,472 172,190 169,415 Net loss per share - basic and diluted $ ( 0.05 ) $ ( 0.04 ) $ ( 0.11 ) $ ( 0.13 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents ACV AUCTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (in thousands) Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Net loss $ ( 8,227 ) $ ( 7,298 ) $ ( 19,119 ) $ ( 22,115 ) Other comprehensive loss: Net unrealized gains on available-for-sale securities — 46 — 127 Foreign currency translation (loss) gain ( 321 ) 3,121 ( 1,401 ) 4,264 Comprehensive loss $ ( 8,548 ) $ ( 4,131 ) $ ( 20,520 ) $ ( 17,724 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents ACV AUCTIONS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except per share data) June 30, 2026 December 31, 2025 Assets Current Assets: Cash and cash equivalents $ 242,259 $ 271,497 Trade receivables (net of allowance of $ 6,128 and $ 3,828 ) 216,092 197,225 Finance receivables (net of allowance of $ 8,513 and $ 29,026 ) 191,866 180,486 Other current assets 19,752 24,295 Total current assets 669,969 673,503 Property and equipment (net of accumulated depreciation of $ 7,855 and $ 6,589 ) 14,358 12,852 Goodwill 182,875 183,725 Acquired intangible assets (net of amortization of $ 45,191 and $ 40,202 ) 75,664 81,024 Capitalized software (net of amortization of $ 84,354 and $ 67,874 ) 87,061 81,964 Other assets 49,432 52,543 Total assets $ 1,079,359 $ 1,085,611 Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 410,113 $ 390,830 Accrued payroll 8,841 9,308 Accrued other liabilities 22,669 20,711 Total current liabilities 441,623 420,849 Long-term debt 205,000 190,000 Other long-term liabilities 42,845 45,079 Total liabilities 689,468 655,928 Commitments and Contingencies (Note 4) Stockholders' Equity: Preferred Stock; $ 0.001 par value; 20,000 shares authorized; 0 and 0 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively — — Common Stock; $ 0.001 par value; 2,000,000 shares authorized; 169,123 and 173,179 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively 169 173 Additional paid-in capital 977,360 996,628 Accumulated deficit ( 587,575 ) ( 568,456 ) Accumulated other comprehensive income ( 63 ) 1,338 Total stockholders' equity 389,891 429,683 Total liabilities and stockholders' equity $ 1,079,359 $ 1,085,611 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents ACV AUCTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) (in thousands) Common Stock Accumulated Other Comprehensive Income Shares Par Value Additional Paid-In Capital Accumulated Deficit Total Stockholders' Equity Balance as of December 31, 2025 173,179 $ 173 $ 996,628 $ ( 568,456 ) $ 1,338 $ 429,683 Net loss — — — ( 10,892 ) — ( 10,892 ) Other comprehensive loss — — — — ( 1,080 ) ( 1,080 ) Stock-based compensation — — 15,303 — — 15,303 Exercise of common stock options 476 1 689 — — 690 Vesting of restricted stock units 477 — ( 2,780 ) — — ( 2,780 ) 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 6 Table of Contents Common Stock Accumulated Other Comprehensive Loss Shares Par Value Additional Paid-In Capital Accumulated Deficit Total Stockholders' Equity Balance as of December 31, 2024 168,029 $ 168 $ 944,891 $ ( 502,315 ) $ ( 2,740 ) $ 440,004 Net loss — — — ( 14,817 ) — ( 14,817 ) 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 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. 7 Table of Contents ACV AUCTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Six months ended June 30, 2026 2025 Cash Flows from Operating Activities Net loss $ ( 19,119 ) $ ( 22,115 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 23,956 21,449 Stock-based compensation expense, net of amounts capitalized 28,272 32,028 Provision for bad debt 8,872 3,111 Other non-cash, net 1,539 2,266 Changes in operating assets and liabilities: Trade receivables ( 23,233 ) ( 41,714 ) Other operating assets 5,189 ( 1,059 ) Accounts payable 13,915 85,423 Other operating liabilities 1,621 950 Net cash provided by operating activities 41,012 80,339 Cash Flows from Investing Activities Net increase in finance receivables ( 10,544 ) ( 71,564 ) Purchases of property and equipment ( 4,898 ) ( 4,205 ) Capitalization of software costs ( 18,491 ) ( 17,932 ) Purchases of marketable securities — ( 24,833 ) Maturities and redemptions of marketable securities — 24,888 Net cash used in investing activities ( 33,933 ) ( 93,646 ) Cash Flows from Financing Activities Proceeds from long term debt 175,000 220,000 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 (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 Non-cash investing and financing activities: Stock-based compensation included in capitalized software development costs $ 3,533 $ 3,613 Purchase of property and equipment and internal use software in accounts payable $ 971 $ 1,247 The accompanying notes are an integral part of these condensed consolidated financial statements 8 Table of Contents ACV AUCTIONS INC. NOTES TO UNAUDITED CONDENSED 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 ("ACV Transport"). 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 condensed 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 unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). The Company has condensed or omitted certain information and notes normally included in complete annual financial statements prepared in accordance with GAAP. These financial statements have been prepared on the same basis as the Company's annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company's financial information. 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 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 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. As a result, revenue and operating expenses related to volume will fluctuate accordingly on a quarterly basis. In the fourth quarter, we typically experience lower used vehicle auction volume as well as additional costs associated with the holidays. Seasonally depressed used vehicle auction volume typically continues during the winter months through the beginning of the first quarter. 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 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. 9 Table of Contents 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 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. 2. Fair Value Measurement 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 condensed consolidated financial statements on a recurring basis. 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 condensed 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, 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. The carrying values of the 10 Table of Contents 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 Cash equivalents: Money market funds $ 17,627 $ — $ — $ 17,627 Total financial assets $ 17,627 $ — $ — $ 17,627 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 The Company classifies its highly liquid money market funds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. 3. Accounts Receivables & Allowance for Credit Losses The Company maintains an allowance for credit losses that, in management’s judgment, reflects expected credit losses in the portfolio. 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 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 Provision for credit losses 1,682 ( 76 ) 4,288 805 Net write-offs Write-offs ( 1,211 ) ( 1,077 ) ( 2,258 ) ( 3,005 ) Recoveries 259 21 270 196 Net write-offs ( 952 ) ( 1,056 ) ( 1,988 ) ( 2,809 ) Ending balance $ 6,128 $ 4,368 $ 6,128 $ 4,368 11 Table of Contents 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 Provision for credit losses 1,936 1,584 4,584 2,306 Net write-offs Write-offs ( 15,765 ) ( 1,250 ) ( 25,247 ) ( 1,768 ) Recoveries 86 213 150 368 Net write-offs ( 15,679 ) ( 1,037 ) ( 25,097 ) ( 1,400 ) Ending balance $ 8,513 $ 5,097 $ 8,513 $ 5,097 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. 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 $ 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. 4. 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, Guarantees 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 guarantees. 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 $ 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. 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 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. 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 condensed 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. 12 Table of Contents 5. Borrowings 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 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 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 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 %. 6. 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): 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 Other marketplace revenue 88,306 75,397 168,657 143,074 Data services revenue 8,540 8,331 16,622 16,608 Marketplace and service revenue $ 189,247 $ 175,995 $ 371,457 $ 341,932 Contract liabilities represent consideration collected prior to satisfying performance obligations. 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. 7. Stock-Based Compensation 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. 13 Table of Contents The following table summarizes the stock option activity for the six months ended June 30, 2026 (in thousands, except year and per share amounts): Number of Options Weighted- Average Exercise Price Per Share Intrinsic Value Weighted- Average Remaining Contractual Term (in years) Outstanding, December 31, 2025 1,676 $ 2.67 $ 8,975 2.76 Exercised ( 500 ) 1.55 Forfeited — — Expired ( 9 ) 3.53 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 Weighted- Average Grant-Date Fair Value Outstanding, December 31, 2025 8,714 $ 16.05 Granted 6,137 4.69 Vested ( 1,622 ) 15.50 Forfeited ( 402 ) 14.19 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. 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. 8. Income Taxes 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. 14 Table of Contents 9. 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 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 Numerator: Net loss attributable to common stockholders $ ( 8,227 ) $ ( 7,298 ) $ ( 19,119 ) $ ( 22,115 ) Denominator: Weighted-average number of shares of common stock - basic and diluted 171,038 170,472 172,190 169,415 Net loss per share attributable to common stockholders: Basic and diluted $ ( 0.05 ) $ ( 0.04 ) $ ( 0.11 ) $ ( 0.13 ) 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 June 30, Six months ended June 30, 2026 2025 2026 2025 Unvested RSUs and other awards 2,124 2,600 1,523 2,978 Stock options 575 1,743 675 2,355 10. 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. 15 Table of Contents The following is the information used by the CODM in assessing segment performance: Three Months ended June 30, Six Months ended June 30, 2026 2025 2026 2025 Revenue $ 213,941 $ 193,703 $ 418,133 $ 376,400 Less: Marketplace and service cost of revenue (excluding depreciation & amortization) 85,504 74,319 165,324 143,721 Customer assurance cost of revenue (excluding depreciation & amortization) 21,722 16,909 40,702 30,886 Marketplace operations 30,322 30,153 60,945 59,765 Technology and development 16,622 15,648 32,469 30,226 Sales and marketing 24,656 26,232 50,558 53,969 General and administrative 29,125 26,740 59,461 58,021 Depreciation and amortization 12,036 10,897 23,956 21,438 Total operating expenses 219,987 200,898 433,415 398,026 Loss from operations ( 6,046 ) ( 7,195 ) ( 15,282 ) ( 21,626 ) Interest income 1,591 2,152 3,285 4,041 Interest expense ( 3,221 ) ( 2,286 ) ( 6,041 ) ( 4,196 ) 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 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. 11. 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. 16 Table of Contents