ACV Auctions Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. (a) Recent Sales of Unregistered Equity Securities Not applicable. (b) Use of Proceeds Not applicable. (c) Issuer Purchases of Equity Securities The following table summarizes the repurchases of our Common Stock during the three months ended June 30, 2026 (in thousands, except per share amounts): Period Total Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchases as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs April 1 - 30, 2026 — $ — — $ — May 1 - 31, 2026 5,993 $ 5.72 5,993 $ 34,380 June 1 - 30, 2026 — $ — — $ 34,380 Total 5,993 5,993 (1) 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 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. The transactions under the ASR agreement are expected to be completed no later than the fourth quarter of fiscal 2026. The share repurchase under the ASR Agreement is being made pursuant to the previously announced share repurchase program of up to $100.0 million, which the Company’s board of directors authorized in May 2026. Item 3. Defaults Upon Senior Securities. Not applicable. 36 Table of Contents Item 4. Mine Safety Disclosures. Not applicable.