Copart to Acquire ACV Auctions for $10.50 a Share in $1.9 Billion All-Cash Tender Offer

Copart has agreed to buy ACV Auctions for $10.50 a share in cash, an implied all-cash tender offer valued at approximately $1.9 billion, according to a definitive merger agreement the two companies announced on September 10, 2026, as reported by CBT News and Collision Week. The deal pairs Copart's salvage-vehicle auction infrastructure with ACV's digital dealer-to-dealer marketplace and is expected to close by the end of calendar 2026.

Deal Terms and Structure

Under the agreement, a Copart subsidiary, Apple Merger Sub, Inc., will launch a tender offer for all outstanding ACV shares at $10.50 apiece; any shares not tendered will be converted into the right to receive the same cash price in a follow-on merger, per CBT News's account of the announcement. Copart intends to fund the acquisition entirely with cash on hand, and the transaction is not subject to any financing condition, according to CBT News and The Globe and Mail, which added that the merger's conditions include majority tender, antitrust clearance and the absence of blocking injunctions.

The boards of both companies unanimously approved the deal, which the companies expect to close by year-end 2026. ACV will continue operating as an independent Copart subsidiary under its existing leadership team, CBT News and The Globe and Mail reported.

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, according to Traders Agency's summary of StockTitan's account of ACV's 8-K filing. That $57.6 million gap between the two fees, a difference of roughly 50% relative to the larger figure, is our calculation based on those disclosed amounts and reflects how termination risk is allocated asymmetrically between buyer and seller. Certain ACV holders beneficially owning about 4.1% of outstanding stock as of September 8, 2026, signed a support agreement committing to tender their shares, per Traders Agency's account of the same filing, which also noted a form of that agreement was filed as an exhibit to Copart's 8-K.

Evercore is serving as financial advisor to Copart, with Wilson Sonsini Goodrich & Rosati as legal counsel, according to CBT News, which also reported that J.P. Morgan Securities is ACV's exclusive financial advisor and provided a fairness opinion to the ACV board, with Davis Polk & Wardwell serving as legal counsel. Insurance Journal, citing Reuters, likewise identified Evercore and J.P. Morgan as the respective financial advisors.

Market Reaction

ACV shares jumped more than 40% in after-hours trading following the announcement, according to Traders Agency's account of a TradingView report sourced from Stocktwits. That report calculated the offer against an ACV close of $7.22, putting the premium at about 45% and leaving a gap of $3.28 a share, equal to roughly 31% of the offer price. Copart's own materials, cited by CBT News, put the premium at approximately 45% versus ACV's unaffected closing price on August 10, 2026, the last trading day before media reports of a potential deal surfaced, and approximately 41% versus ACV's 30-day volume-weighted average price through September 9, 2026, a four-percentage-point gap between those two premium measures, our calculation.

Copart shares traded about 9% higher after hours following the announcement, after closing the regular session down 4% ahead of its fiscal fourth-quarter earnings release that same evening, per Traders Agency's account of the TradingView report. Insurance Journal, citing Reuters, put Copart's after-hours move at about 8%, tied in part to fourth-quarter revenue that beat Wall Street estimates.

Regulatory Review and Business Overlap

Beyond a standard Hart-Scott-Rodino antitrust condition, the companies' disclosures flag dependence on required regulatory approvals and the possibility of competing acquisition proposals for ACV, according to a filing summarized by StockTitan. No antitrust regulator or dealer trade group has publicly commented on the transaction in the announcement materials or in the coverage reviewed, Traders Agency noted.

Copart's own investor presentation, as relayed by Traders Agency's account of StockTitan's summary, frames the two businesses as largely adjacent rather than overlapping. It sizes the market at roughly 20 million U.S. vehicles a year moving through dealer, used-vehicle wholesale and commercial channels, compared with about 5 million flowing through salvage auctions, a difference of 15 million vehicles, or roughly 300% more volume in the non-salvage channels, our calculation based on those figures. That framing suggests Copart is positioning the acquisition as an expansion into adjacent wholesale volume rather than a consolidation of directly competing salvage-auction supply.

ACV's Financial Profile and Deal Rationale

ACV 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, according to Traders Agency's account of TradingView's coverage. For full-year 2026, ACV had guided to an unadjusted loss of $44 million to $49 million alongside adjusted core profit of $73 million to $77 million, after an $8 million unadjusted loss in the second quarter of 2026, per the same account. In its most recent reported quarter, ACV posted revenue of about $213.9 million at a 64.4% gross margin, a net loss of roughly $8.2 million, negative operating cash flow of about $35.5 million, and roughly $242.3 million of cash on hand, according to StocksToTrade.

Copart disclosed the ACV deal alongside its own fiscal fourth-quarter results, in which revenue rose 2.4% to about $1.15 billion, ahead of the $1.14 billion LSEG consensus, while quarterly profit fell to 35 cents a share from 41 cents a year earlier, Insurance Journal reported, citing Reuters. Reuters, per Insurance Journal, framed the acquisition as part of Copart's effort to expand beyond its core salvage-auction business amid slowing vehicle-volume growth, as insurers retain more vehicles and consumers pull back on auto coverage amid inflationary pressures.

Copart said it expects near-term cost and revenue synergies across dealer, commercial and retail channels, with the deal projected to be neutral to earnings per share in the first full year of ownership and accretive starting in fiscal 2028, per CBT News. No specific dollar synergy target or integration cost figure was disclosed. Copart CEO Jay Adair said the acquisition creates "an industry-leading end-to-end vehicle remarketing platform that is fully digital," adding that ACV "has built a differentiated, technology-driven marketplace that perfectly complements our extensive physical infrastructure and expansive buyer network," according to CBT News. ACV CEO George Chamoun said joining Copart would let the company "advance our mission, drive market expansion, and accelerate innovation with global scale," per CBT News's account of the announcement.

The transaction follows a Bloomberg report in August 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 Traders Agency's account of TradingView's research coverage. Insurance Journal also noted that Bloomberg reported last month Copart was separately in talks to acquire car-insurance software provider CCC Intelligent Solutions, which has been exploring a sale of its own.

Shareholder Scrutiny

Investor-rights law firm Halper Sadeh is reviewing whether ACV's board secured a fair price at $10.50 and whether there were potential board conflicts, according to StocksToTrade. Separately, shareholders holding about 4.1% of ACV stock have already signed agreements to tender into the offer, per Traders Agency's account of the merger filing.

Bottom Line

Copart is paying a roughly 45% premium to ACV's unaffected price to fold a fast-growing but still-unprofitable dealer marketplace into its salvage-auction network, funded entirely with cash on hand and carrying no financing contingency. The companies describe the businesses as adjacent rather than overlapping, and Copart's own timeline points to EPS neutrality in year one before accretion in fiscal 2028. Whether regulators, competing bidders or ACV's remaining shareholders raise objections before the tender offer closes will determine how closely the transaction tracks the terms announced on September 10.