ACV Auctions Inc
For the period ended Dec 31, 2024. Filed Feb 19, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 19, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(a)Documents filed as part of this report
(1)All financial statements
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Statements of Operations for the Years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2024, 2023, and 2022
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Cash Flows for the Years ended December 31, 2024, 2023, and 2022
Notes to Consolidated Financial Statements
(2)Financial statement schedules
All financial statement schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because it is not required.
(3)Exhibits required by Item 601 of Regulation S-K
Exhibit Index
| ExhibitNumber · Description · Form · File No. · Exhibit · Filing Date · Filed Herewith | |||||
|---|---|---|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 001-40256 | 3.1 | March 26, 2021 |
| 3.2 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-40256 | 3.2 | July 29, 2024 |
| 4.1 | Form of Class A Common Stock Certificate. | S-1/A | 333-253617 | 4.1 | March 15, 2021 |
| 4.2 | Description of Securities. | 10-K | 001-40256 | 4.2 | February 21, 2024 |
| 10.1 | Fifth Amended and Restated Investors’ Rights Agreement, dated as of September 2, 2020. | S-1 | 333-253617 | 10.1 | February 26, 2021 |
| 10.2 | 2015 Long-Term Incentive Plan, as amended March 11, 2021, and forms of agreements thereunder. | S-1/A | 333-253617 | 10.2 | March 15, 2021 |
| 10.3 | 2021 Equity Incentive Plan and forms of agreements thereunder. | S-1/A | 333-253617 | 10.3 | March 15, 2021 |
| 10.4 | 2021 Employee Stock Purchase Plan. | S-1/A | 333-253617 | 10.4 | March 15, 2021 |
| 10.5 | Form of Indemnity Agreement entered into by and between Registrant and each director and executive officer. | S-1/A | 333-253617 | 10.5 | March 15, 2021 |
| 10.6 | Amended and Restated Employment Agreement, dated August 12, 2016, by and between the Registrant and George Chamoun. | S-1 | 333-253617 | 10.6 | February 26, 2021 |
| 10.7 | Lease Agreement, dated as of November 30, 2017, by and between the Registrant and 640 Ellicott Street, LLC. | S-1 | 333-253617 | 10.7 | February 26, 2021 |
| 10.8 | First Amendment to Lease Agreement, dated as of April 1, 2023, by and between Registrant and 640 Ellicott Street, LLC | 10-K | 001-40256 | 10.8 | February 21, 2024 | |
| 10.9 | Second Amendment to Lease Agreement, dated as of May 1, 2023, by and between Registrant and 640 Ellicott Street, LLC | 10-K | 001-40256 | 10.9 | February 21, 2024 | |
| 10.10 | Third Amendment to Lease Agreement, dated as of January 2, 2024, by and between Registrant and 640 Ellicott Street, LLC | 10-K | 001-40256 | 10.10 | February 21, 2024 | |
| 10.11 | Fourth Amendment to Lease Agreement, dated as of January 31, 2024, by and between Registrant and 640 Ellicott Street, LLC | 10-K | 001-40256 | 10.11 | February 21, 2024 | |
| 10.12 | Lease Agreement, dated as of September 26, 2019, by and between the Registrant and Innovation Center Annex, LLC. | S-1 | 333-253617 | 10.8 | February 26, 2021 | |
| 10.13+ | Form of Confirmatory Offer of Employment. | S-1/A | 333-253617 | 10.9 | March 15, 2021 | |
| 10.14+ | Performance Bonus Plan. | S-1/A | 333-253617 | 10.10 | March 15, 2021 | |
| 10.15+ | Non-Employee Director Compensation Policy. | S-1/A | 333-253617 | 10.11 | March 15, 2021 | |
| 10.16+ | Severance and Change in Control Plan. | S-1/A | 333-253617 | 10.12 | March 15, 2021 | |
| 10.17 | Revolving Credit Agreement dated as of August 24, 2021 among the Registrant, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent | 10-Q | 001-40256 | 10.1 | November 10, 2021 | |
| 10.18 | Amendment No. 1, dated June 1, 2023, to Revolving Credit Agreement dated as of August 24, 2021 among ACV Auctions Inc., the lenders party thereto and JPMorgan Chase Bank, N.S., as Administrative Agent | 10-Q | 001-40256 | 10.1 | August 7, 2023 | |
| 10.19 | Fifth Amendment to Lease Agreement, dated as of March 20, 2024, by and between Registrant and 640 Ellicott Street, LLC | 10-Q | 001-40256 | 10.3 | May 8, 2024 | |
| 10.20 | Amendment No. 2, dated June 20, 2024, to Revolving Credit Agreement, dated as of August 24, 2021, among ACV Auctions Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. | 10-Q | 001-40256 | 10.2 | August 7, 2024 | |
| 10.2 | Amendment No. 3, dated October 7, 2024, to Revolving Credit Agreement, dated as of August 24, 2021, among ACV Auctions Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. | 10-Q | 001-40256 | 10.1 | October 7, 2024 | |
| 19.1 | Insider Trading policy | X | ||||
| 19.2 | 10b5-1 Guidelines | X | ||||
| 21.1 | List of Subsidiaries of the Registrant | X | ||||
| 23.1 · Consent of Ernst & Young LLP, independent registered public accounting firm. · X | |||||
|---|---|---|---|---|---|
| 31.1 · Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. · X | |||||
| 31.2 · Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. · X | |||||
| 32.1* · Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | |||||
| 32.2* · Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | |||||
| 97.1 | Clawback Policy | 10-K | 001-40256 | 10.11 | February 21, 2024 |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
+Indicates management contract or compensatory plan
*This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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