{"filing":{"accession_number":"0001193125-26-425225","cik":"0001637873","ticker":"ACVA","company_name":"ACV Auctions Inc.","form":"8-K","filing_date":"2026-10-19","report_date":"2026-10-16","primary_document":"d139534d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1637873/000119312526425225/d139534d8k.htm"},"events":[{"id":36048,"run_id":33235,"accession_number":"0001193125-26-425225","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"ACV Auctions Inc. completed a merger transaction whereby Merger Sub acquired all outstanding shares at $10.50 per share (116,818,409 shares tendered, representing 68.43% of outstanding), followed by the merger of Merger Sub into ACV on October 16, 2026, making ACV a wholly owned subsidiary of Parent with aggregate consideration of approximately $1.8 billion. This represents a material change of control and acquisition transaction that fundamentally alters the registrant's ownership and status.","company_name":"ACV Auctions Inc.","ticker":"ACVA","filing_date":"2026-10-19","form":"8-K","submitted_at":null,"items":[{"id":40318,"accession_number":"0001193125-26-425225","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger and tender offer whereby Merger Sub acquired all outstanding shares of ACV Auctions Inc. at $10.50 per share, with 116,818,409 shares tendered (68.43% of outstanding), followed by the merger of Merger Sub into ACV on October 16, 2026, making ACV a wholly owned subsidiary of Parent. This is a material change of control and acquisition transaction that fundamentally alters the registrant's ownership and status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:03:48.194172+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40321,"accession_number":"0001193125-26-425225","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses the consummation of a change of control transaction in which ACV became a wholly owned subsidiary of Parent through a merger, with aggregate consideration of approximately $1.8 billion funded from cash on hand. This is a completed material acquisition and change of control event, the core subject matter of ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:03:48.194172+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40322,"accession_number":"0001193125-26-425225","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"While Item 5.02 nominally covers director and officer changes, the prose explicitly references \"the consummation of the Transactions\" and \"the Merger Agreement\" with an \"Effective Time,\" indicating completion of a material acquisition or merger. The board turnover (all seven prior directors ceased; two new directors from Merger Sub assumed control) is a direct consequence of the merger's consummation, making the M\u0026A activity the principal disclosed event. The reference to Item 2.01 incorporation further confirms this is a merger/acquisition disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:03:48.194172+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":36049,"run_id":33235,"accession_number":"0001193125-26-425225","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Following the completion of the merger, ACV Auctions notified the NYSE of the consummation and requested suspension of trading and delisting of ACV Stock via Form 25 Notification of Removal from Listing, with intent to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations.","company_name":"ACV Auctions Inc.","ticker":"ACVA","filing_date":"2026-10-19","form":"8-K","submitted_at":null,"items":[{"id":40319,"accession_number":"0001193125-26-425225","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"ACV Auctions notified the NYSE of the consummation of a merger and requested suspension of trading and delisting of ACV Stock via Form 25 Notification of Removal from Listing, with intent to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations. This is a definitive delisting event triggered by a completed merger transaction, not merely a risk or notice of non-compliance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:03:48.194172+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":36050,"run_id":33235,"accession_number":"0001193125-26-425225","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"ACV Auctions amended its certificate of incorporation and bylaws effective October 19, 2026, following the completion of the merger transaction. These amendments are routine administrative consequences of the merger and reflect updated governing documents post-transaction.","company_name":"ACV Auctions Inc.","ticker":"ACVA","filing_date":"2026-10-19","form":"8-K","submitted_at":null,"items":[{"id":40323,"accession_number":"0001193125-26-425225","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure concerns amendments to ACV's certificate of incorporation and bylaws following a merger effective October 19, 2026. While the amendments themselves are governance-related, they are routine administrative consequences of the merger transaction (the material event being the merger itself, disclosed in Item 2.01). The Item 5.03 disclosure is a standard procedural filing documenting the updated governing documents post-transaction, not a standalone governance event that would independently affect investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:03:48.194172+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":40318,"accession_number":"0001193125-26-425225","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger and tender offer whereby Merger Sub acquired all outstanding shares of ACV Auctions Inc. at $10.50 per share, with 116,818,409 shares tendered (68.43% of outstanding), followed by the merger of Merger Sub into ACV on October 16, 2026, making ACV a wholly owned subsidiary of Parent. This is a material change of control and acquisition transaction that fundamentally alters the registrant's ownership and status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:03:48.194172+00:00","company_name":"ACV Auctions Inc.","ticker":"ACVA","filing_date":"2026-10-19"},{"id":40319,"accession_number":"0001193125-26-425225","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"ACV Auctions notified the NYSE of the consummation of a merger and requested suspension of trading and delisting of ACV Stock via Form 25 Notification of Removal from Listing, with intent to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations. This is a definitive delisting event triggered by a completed merger transaction, not merely a risk or notice of non-compliance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:03:48.194172+00:00","company_name":"ACV Auctions Inc.","ticker":"ACVA","filing_date":"2026-10-19"},{"id":40320,"accession_number":"0001193125-26-425225","item_number":"3.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to security holder rights by incorporating Items 2.01 (completion of acquisition/merger), 3.01 (delisting/listing change), and 5.01 (changes in control). Without access to those referenced items, the specific nature of the modification cannot be determined—it could involve M\u0026A activity, delisting, or governance changes. The cross-reference structure prevents precise classification without the full filing context.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:03:48.194172+00:00","company_name":"ACV Auctions Inc.","ticker":"ACVA","filing_date":"2026-10-19"},{"id":40321,"accession_number":"0001193125-26-425225","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses the consummation of a change of control transaction in which ACV became a wholly owned subsidiary of Parent through a merger, with aggregate consideration of approximately $1.8 billion funded from cash on hand. This is a completed material acquisition and change of control event, the core subject matter of ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:03:48.194172+00:00","company_name":"ACV Auctions Inc.","ticker":"ACVA","filing_date":"2026-10-19"},{"id":40322,"accession_number":"0001193125-26-425225","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"While Item 5.02 nominally covers director and officer changes, the prose explicitly references \"the consummation of the Transactions\" and \"the Merger Agreement\" with an \"Effective Time,\" indicating completion of a material acquisition or merger. The board turnover (all seven prior directors ceased; two new directors from Merger Sub assumed control) is a direct consequence of the merger's consummation, making the M\u0026A activity the principal disclosed event. The reference to Item 2.01 incorporation further confirms this is a merger/acquisition disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:03:48.194172+00:00","company_name":"ACV Auctions Inc.","ticker":"ACVA","filing_date":"2026-10-19"},{"id":40323,"accession_number":"0001193125-26-425225","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure concerns amendments to ACV's certificate of incorporation and bylaws following a merger effective October 19, 2026. While the amendments themselves are governance-related, they are routine administrative consequences of the merger transaction (the material event being the merger itself, disclosed in Item 2.01). The Item 5.03 disclosure is a standard procedural filing documenting the updated governing documents post-transaction, not a standalone governance event that would independently affect investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:03:48.194172+00:00","company_name":"ACV Auctions Inc.","ticker":"ACVA","filing_date":"2026-10-19"}]}