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Copart, which built its business buying and reselling salvaged and total-loss vehicles, has agreed to acquire ACV Auctions — a company that does something quite different: running an online wholesale market where working used cars change hands between dealers. The deal, signed on September 10, 2026, moves Copart into a corner of the used-car market it did not previously occupy.
The price is $10.50 per share in cash, with no financing condition attached, meaning Copart is not relying on borrowed money to close. For holders, that removes one of the usual ways a deal like this falls apart. The ACV board recommended that shareholders accept. Shares closed 44.18% higher at $10.41 on dollar volume of about $1.2 billion across about 112,000 trades after the announcement, settling just below the offer price — the small gap reflecting the market's view that the deal is not yet certain.
Whether it closes depends first on shareholders. Copart must receive valid tenders from holders representing more than half of ACV's outstanding shares, and the offer must remain open for at least 10 business days from the date it formally commences. Separately, the deal requires regulatory clearance under U.S. antitrust law. That is the piece the termination fees are written around: if a court blocks the transaction or the parties miss the regulatory deadline, Copart owes ACV a reverse break fee of about $115.3 million. If ACV instead walks away to take a better offer, ACV pays Copart about $57.7 million.
The asymmetry matters. Copart's potential penalty is roughly double ACV's, which typically signals that the buyer accepted more regulatory risk than usual to get the deal done. The filing does not explain why; it states the figures without attributing a reason.
A group of existing ACV stockholders, holding about 4.1% of outstanding shares as of September 8, have already signed support agreements committing them to tender. That is a thin base — the deal still needs most of the rest of the float to participate. Once the tender clears the 50%-plus-one threshold, Delaware law allows Copart to complete the merger immediately without a separate shareholder vote. Holders who do not tender in time receive the same $10.50 in cash at the merger's effective date.
Employee stock options with exercise prices above $10.50 are cancelled for nothing. Vested options priced below the offer get cashed out at the spread. Unvested options, restricted stock units, and performance-based awards convert into equivalent Copart equity on the same vesting schedule, so employees remain exposed to Copart's stock price rather than receiving an immediate payout.
The 8-K does not disclose what drew Copart to ACV, what a combined company would look like operationally, or what either party expects to pay in antitrust remedies if regulators demand concessions before approving the deal.