COPART INC 8K

Copart, Inc. entered into a Support Agreement with key ACV Auctions Inc. stockholders obligating them to tender and vote their shares in favor of Copart’s tender offer and merger to acquire ACV Auctions.

On September 10, 2026, Copart, Inc. entered into a Support Agreement with certain stockholders of ACV Auctions Inc. in connection with a contemporaneous Agreement and Plan of Merger among Copart, a wholly owned subsidiary (Apple Merger Sub Inc.), and ACV Auctions, under which the subsidiary will commence a tender offer to purchase all outstanding ACV Auctions common shares, followed by a merger in which ACV Auctions will become a wholly owned subsidiary of Copart. The supporting stockholders agree to irrevocably tender all of their ACV Auctions shares into the offer within five business days of its commencement, to vote their shares in favor of the merger and against competing acquisition proposals or actions that would impede the transaction, to refrain from transferring their shares (subject to limited permitted transfers), and to waive appraisal rights with respect to their shares. The agreement also restricts the stockholders from participating in certain litigation challenging the merger, allows Copart and ACV to disclose the stockholders’ commitments in SEC tender offer filings, and provides that the support obligations terminate upon the earlier of the effective time of the merger, termination or materially adverse amendment of the merger agreement, or an adverse recommendation change by ACV’s board, with certain provisions surviving termination.

Filing Facts

CIK

900075

Ticker

CPRT

Form

8K

Source Type

sec

Accession

0001193125-26-388064

Alert Tier

8