Copart Agrees to Buy ACV Auctions for $10.50 a Share in $1.9 Billion Cash Deal

Copart, Inc. (NASDAQ: CPRT) and ACV Auctions Inc. (NYSE: ACVA) announced a definitive agreement on September 10, 2026, under which Copart will acquire all outstanding ACV shares for $10.50 per share in cash, an implied equity value of about $1.9 billion, according to the companies' joint announcement carried by Stockwatch and Financial Times markets wire. The deal pushes Copart, whose core business is online auctions of damaged and total-loss vehicles, into the adjacent dealer-to-dealer wholesale marketplace that ACV operates.

Deal Terms and Premium

The companies said the $10.50 offer represents a premium of approximately 45% to ACV's unaffected closing price on August 10, 2026 — the last trading day before media reports of a potential transaction surfaced — and a premium of approximately 41% to ACV's 30-day volume-weighted average price through September 9, 2026, per the joint release cited by Stockwatch. Read together, the two disclosed measures differ by 4 percentage points (45 minus 41), a gap that reflects the different reference prices used rather than any change in the offer itself — our calculation and interpretation based on the companies' own disclosed premium figures.

Separately, TradingView's Stocktwits-sourced coverage calculated the offer against ACV's actual Thursday close of $7.22, putting the premium at about 45% as well, with ACVA shares surging after hours to touch nearly $11, per TradingView. The gap between that $7.22 close and the $10.50 offer price is $3.28 a share, equal to about 31% of the offer price ((10.50 minus 7.22) divided by 10.50) — our calculation from the reported figures.

Financing, Timeline and Deal Protections

Copart said it intends to fund the acquisition entirely with cash on hand, with the transaction carrying no financing condition, according to the companies' release reported by Financial Times markets and TradingView. The deal is structured as a cash tender offer through Copart subsidiary Apple Merger Sub, Inc., conditioned on tender of a majority of outstanding ACV shares, expiration or termination of the Hart-Scott-Rodino antitrust waiting period, and other customary closing conditions, per StockTitan's summary of Copart's 8-K filing.

Both boards unanimously approved the transaction, which the companies expect to close by calendar year-end 2026. Following closing, ACV is expected to operate as an independent Copart subsidiary led by its existing leadership team, according to the companies' joint release as carried by Stockwatch and TradingView's report. Certain ACV holders, beneficially owning about 4.1% of outstanding stock as of September 8, 2026, signed a support agreement to tender their shares, according to StockTitan's account of ACV's own 8-K filing.

The merger agreement includes reciprocal termination fees: ACV would owe Copart $57.7 million under certain circumstances, while Copart would owe ACV $115.3 million under others, per StockTitan's summary of ACV's 8-K filing. The $115.3 million reverse fee is almost exactly double the fee payable by ACV; stated the other way, $57.7 million is 49.96% smaller than $115.3 million (57.7 million minus 115.3 million, divided by 115.3 million) — our calculation from the disclosed figures.

Regulatory Approval

Beyond the HSR waiting-period condition described in the deal announcement, the companies' forward-looking-statement disclosures flag that closing depends on receiving required regulatory approvals — including any conditions, limitations or restrictions placed on such approvals — and that competing offers or acquisition proposals for ACV remain possible, according to the joint release carried by Stockwatch. No antitrust regulator or dealer trade group commentary on the transaction was included in the companies' announcement or in the market coverage reviewed for this report.

Strategic Rationale and Financial Expectations

Copart CEO Jay Adair said the acquisition creates "an industry-leading end-to-end vehicle remarketing platform that is fully digital" and fits the company's growth pillars of domestic whole-car expansion and technology-enabled services, according to the joint release. ACV CEO George Chamoun said joining Copart would let ACV "advance our mission, drive market expansion, and accelerate innovation with global scale," per StockTitan's summary of ACV's filing.

Copart's investor presentation, as relayed by StockTitan, framed the two businesses as largely adjacent rather than overlapping, sizing roughly 20 million U.S. vehicles a year flowing through dealer, used-vehicle wholesale and commercial channels versus about 5 million flowing through salvage auctions. Seeking Alpha's coverage described the combination as giving Copart a scaled dealer-to-dealer wholesale presence, expanded digital remarketing capabilities, a national buyer and inspector network, and enhanced data tools.

On synergies, Copart quantified the expected financial impact only in broad terms: the companies expect "near-term cost and revenue synergies across dealer, commercial, and retail channels," and the deal is expected to be neutral to Copart's earnings per share in the first full year of ownership and accretive starting in fiscal 2028, according to the Financial Times markets wire and StockTitan. No specific dollar synergy target or integration cost figure was disclosed in the available reporting.

The transaction follows an August Bloomberg report that ACV was weighing a sale or partnership, after which Stephens upgraded the stock and said a bid could reach $10.50 a share or more, naming Copart alongside Cox Auto and RB Global as likely buyers, according to TradingView's account of that research. Evercore advised Copart with Wilson Sonsini as legal counsel, while J.P. Morgan served as ACV's exclusive financial adviser with a fairness opinion, and Davis Polk as its counsel, per the companies' joint release.

Market Reaction

ACVA shares jumped more than 40% in after-hours trading following the announcement, while Copart shares traded about 9% higher after hours after closing the regular session down 4% ahead of its earnings release, according to TradingView's Stocktwits-sourced report. The two after-hours moves differ by 31 percentage points, making ACVA's move roughly 344% larger than Copart's (40 minus 9, divided by 9) — our calculation from the reported percentages. Recorded closing prices for ACVA in the sessions leading up to the announcement showed the stock trading in a narrow band, closing at $7.03 on August 31, dipping to $6.70 on September 3, and recovering to $7.37 by September 9, the final observation in that data set before the September 10 announcement, which came after the close, according to Gentsy market price-history data. That pattern is a description of recorded trading levels, not a forecast of future price movement.

Copart's Fiscal Fourth-Quarter Results

Copart disclosed the ACV deal alongside its fiscal fourth-quarter and full-year 2026 results the same evening, with a 5:30 p.m. Eastern conference call covering both matters, according to the Financial Times markets wire. Fourth-quarter revenue rose 2.4% to $1.2 billion, but net income fell 17.4% to $327 million, or $0.35 per share, from $396 million, or $0.41 per share, a year earlier, per TradingView's report. No specific driver of that profit decline was disclosed in the available reporting. For the fiscal year ended July 31, Copart posted revenue of $4.7 billion, up 0.4% from $4.65 billion, and net income of $1.48 billion, down 4.4% from $1.55 billion, with diluted earnings per share falling to $1.55 from $1.59, TradingView reported.

ACV's own recent performance, as detailed in TradingView's coverage, showed the company sold about 829,000 vehicles in 2025 and handled $10.4 billion of marketplace sales, with adjusted core profit more than doubling to $59 million from $28 million and adjusted net income rising to $30 million from $11 million. For full-year 2026, ACV had guided to an unadjusted loss of $44 million to $49 million and adjusted core profit of $73 million to $77 million, after an $8 million unadjusted loss in the second quarter of 2026.

Bottom Line

Copart's all-cash offer for ACV Auctions carries a premium of roughly 41% to 45% depending on which of the companies' own disclosed measures is used, is to be funded from cash on hand with no financing condition, and is structured as a tender offer the companies expect to close by the end of calendar 2026, subject to majority tender, HSR clearance and other customary conditions. The deal lands on the same evening Copart reported a double-digit percentage drop in fiscal fourth-quarter net income despite modestly higher revenue — a juxtaposition investors will likely weigh alongside the strategic case for expanding into dealer wholesale auctions as the transaction moves toward closing.