ACV Auctions Inc.

Our executive compensation program generally consists of the following three principal components: base salary, short-term incentives through performance-based bonuses (payable in cash or equity at the Compensation Committee’s discretion) and long-term equity incentive compensation. We also provide our NEOs with benefits available to all our employees, including retirement benefits under ACV’s 401(k) plan and participation in our employee health and welfare benefit plans. The chart below summarizes the three main elements of our executive compensation in 2025, their objectives and key features.

Our executive compensation program provides a market-competitive compensation package to our NEOs that includes short-term incentives for the achievement of measurable corporate objectives and long-term incentives that are time based and/or tied to performance metrics. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize shareholder value.

To maintain a competitive compensation program, we offer cash compensation in the form of base salaries as well as short-term incentives in the form of annual performance-based payments (payable in cash or equity at the Compensation Committee’s discretion). We also grant our NEOs long-term incentive compensation in the form of both restricted stock units (“RSUs”) and performance stock units (“PSUs”).

For the 2024 compensation cycle, the Compensation Committee enhanced our long-term incentive program with the introduction of PSUs, a new form of award consisting ofat-risk performance-based compensation. The 2024 PSUs are subject to both service-based vesting conditions and a requirement that the average closing price of the Company’s Common Stock, as measured over a period of 30 trading days commencing at the grant date and ending July 1, 2027, equals or exceeds $26 (the “Stock Price Condition”). The PSUs vest inone-third installments on each of July 1, 2025, 2026 and 2027, provided that the Stock Price Condition has been satisfied prior to the relevant date. If the Stock Price Condition has not yet been satisfied prior to the relevant date, then the PSUs that otherwise would have vested on such date will remain unvested unless and until the Stock Price Condition has been satisfied. If the Stock Price Condition has not been satisfied by July 1, 2027, then the PSUs will be forfeited on that date. In each circumstance, vesting is subject to the NEO’s continued service with the Company until the time of vesting. In 2024 and in 2025 the Share Price Condition was not met and therefore no PSUs vested.

For the fiscal year ending December 31, 2025, we used RSUs and PSUs to configure our long-term equity incentives for our executive officers, including our NEOs. The 2025 long-term equity incentives for our CEO were structured to have RSUs comprising 53% of total target compensation and PSUs comprising 34% of total target compensation for the year. For our other NEO’s, 2025 long term equity incentives included RSUs comprising an average of 56% of total target compensation and PSUs comprising an average of 27% of total average target compensation for the year.

In 2025, the Compensation Committee updated the PSU metrics for new grants to enhance the link between the payout of long-term incentive awards and the performance of our business, and further alignment with shareholders. The 2025 PSUs are subject to both a service-based vesting condition and a requirement that the relative total shareholder return (“rTSR”) of the Company’s Common stock, measured against the Russell 2000, achieves at least the 25th percentile (the “rTSR Condition”). If the rTSR Condition is met, 50% of the target award is earned. The full target award is earned if the rTSR reaches at least the 50th percentile, and there is a maximum earning potential of 200% if the 75th percentile or above is achieved. The rTSR Condition is measured overa two-year performance period beginning January 1, 2025 and ending on December 31, 2026. The rTSR Condition earning potential is capped at 100% if the Company’s closing stock price is lower at the end of the performance period than at the beginning of such period. If the rTSR Condition is met or exceeded at the end of the performance period, 50% of the earned award will vest in the first quarter of 2027, with the remaining 50% of the earned award vesting in the first quarter of 2028, subject to the executive’s continued service with the Company until the time of vesting. If the rTSR Condition has not been satisfied on December 31, 2026, the will be forfeited.

By using the rTSR Condition as the metric for the PSUs in 2025, we believe we have enhanced our long-term incentive programs and strengthened the link between shareholder value creation and compensation of our NEOs.

We believe that both RSUs and PSUs align the interests of our executives with our shareholders and provide a longer-term focus through either a multi-year vesting schedule for RSUs or a multi-year performance period for PSUs, while managing dilution to existing investors and providing greater predictability to our NEOs in the value of their compensation. We further believe the total compensation package for our executive officers aligned with market practices in our competitive markets.

During the fiscal year ended December 31, 2025, the Compensation Committee, with the assistance of our independent compensation consultant, Compensia, reviewed our executive compensation, including base salaries, short-term incentives, equity awards and benefit programs, to confirm the continued alignment of our compensation program with shareholder interests and appropriate rewards and incentives for our NEOs.