The tender offer extension and low initial tender rate (~47.78%) suggest some shareholder resistance or indecision. Monitor the October 7 expiration for final tender count; if the minimum condition (majority of shares) is not met, the deal could fail or require renegotiation. The HSR waiting period expires October 13, providing a regulatory timeline.
Price Chart
Executive Summary
ACV Auctions filed Amendment No. 2 to its Schedule 14D-9, confirming the board's unanimous recommendation that stockholders accept Copart's $10.50/share tender offer. The offer has been extended to October 7, 2026, after only ~47.78% of shares were tendered by the original expiration. The filing also notes three stockholder lawsuits challenging disclosure adequacy, which ACV believes are without merit.
Key Facts
- ACV board unanimously recommends that stockholders accept the $10.50/share cash offer from Copart.
- Offer extended to 5:00 p.m. Eastern Time on October 7, 2026.
- As of the original expiration, approximately 81,269,394 shares (~47.78% of outstanding) had been validly tendered.
- Three stockholder lawsuits filed challenging the adequacy of disclosures in the Schedule 14D-9 and Schedule TO.
- Copart voluntarily withdrew and refiled its HSR premerger notification on September 28, 2026; waiting period now expected to expire October 13, 2026.
Financial Impact
Offer price of $10.50 per share in cash for all outstanding shares; approximately 81.3M shares tendered as of original expiration, representing ~47.78% of outstanding.
Risk Factors
- Stockholder lawsuits could delay or enjoin the transaction if disclosure deficiencies are found material.
- Insufficient shareholder tenders by the extended deadline could cause the deal to fail.
- HSR review extension or second request could push closing beyond current timeline.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 14D-9/A Filing (Primary) | 0001193125-26-409981 |
| Document: 0001193125-26-409981-index-headers.html | 0001193125-26-409981 |
| Document: 0001193125-26-409981-index.html | 0001193125-26-409981 |
| Document: 0001193125-26-409981.txt | 0001193125-26-409981 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 7d ago | 8-K | $10.50 | awaiting T+20 | — | — |
Oct 16, 2026 10d ago | SC 14D-9/A | $10.50 | awaiting T+20 | — | — |
Oct 16, 2026 10d ago | 25-NSE | $10.50 | awaiting T+20 | — | — |
Oct 16, 2026 10d ago | SC TO-T/A | $10.50 | awaiting T+20 | — | — |
Oct 14, 2026 12d ago | SC 14D-9/A | $10.50 | awaiting T+20 | — | — |
Oct 14, 2026 12d ago | SC TO-T/A | $10.50 | awaiting T+20 | — | — |
Oct 8, 2026 18d ago | SC 14D-9/A | $10.44 | awaiting T+20 | — | — |
Oct 8, 2026 18d ago | SC TO-T/A | $10.44 | awaiting T+20 | — | — |
Oct 1, 2026 25d ago | SC 14D-9/A | $10.45 | awaiting T+20 | — | — |
Oct 1, 2026 25d ago | SC TO-T/A | $10.45 | awaiting T+20 | — | — |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers