ACV Auctions Inc.

Previous wording

Marketplace GMV is primarily driven by the volume and dollar value of Marketplace Units transactions. We believe that Marketplace GMV acts as an indicator of our success, signaling satisfaction of dealers and buyers, and the health, scale, and growth of our business. We define Marketplace GMV as the total dollar value of vehicles transacted within the applicable period, excluding any auction and ancillary fees. Because our definition of Marketplace Units does not include vehicles inspected but not sold, and because the value of the vehicle sold is not recognized as revenue, GMV does not represent revenue earned by us. We expect that Marketplace GMV will continue to grow as Marketplace Units grow, though at a varying rate within a given applicable period, as Marketplace GMV is also impacted by the value of each vehicle transacted. In periods of declining used vehicle values, Marketplace GMV may decline even while Marketplace Units increase.

Current wording

Marketplace GMV is primarily driven by the volume and dollar value of Marketplace Units transactions. We believe that Marketplace GMV acts as an indicator of our success, signaling satisfaction of dealers and buyers, and the health, scale, and growth of our business. We define Marketplace GMV as the total dollar value of vehicles transacted within the applicable period, excluding any auction and ancillary fees. Because our definition of Marketplace Units does not include vehicles inspected but not sold, and because the value of the vehicle sold is not recognized as revenue, Marketplace GMV does not represent revenue earned by us. We expect that Marketplace GMV will continue to grow as Marketplace Units grow, though at a varying rate within a given applicable period, as Marketplace GMV is also impacted by the value of each vehicle transacted. In periods of declining used vehicle values, Marketplace GMV may decline even while Marketplace Units increase.

Previous wording

The increase was primarily driven by an increase in auction marketplace revenue from our buyers and sellers, as well as increases in revenue earned from arranging for the transportation of vehicles to buyers. Revenue increases were primarily volume-driven and buyer fee rates were higher for the six months ended June 30, 2025 compared to the prior year period. For the six months ended June 30, 2025 compared to the six months ended June 30, 2024, auction marketplace revenue increased to $182.3 million from $142.8 million and other marketplace revenue increased to $143.1 million from $114.9 million. The increase in other marketplace revenue was primarily related to an increase in the revenue earned from the transportation of vehicles due to an increase in the number of units transported. Revenue increases in the six month period were primarily volume-driven and also impacted by higher buyer fee rates for the six months ended June 30, 2025 compared to the prior year period. The volume of Marketplace Units sold on the Marketplace Platform increased to 418,454 for the six months ended June 30, 2025 from 361,157 for the comparable prior year period which is an indicator of increased overall customer engagement. The wholesale automotive industry continues to transition to digital transactions, with an increasing amount of customers transacting digitally versus at physical auction houses. This industry transition, and our position as a leader in the area of digital wholesale automotive auctions, continues to drive more business to our Marketplace Platform. The average total revenue per Marketplace Unit increased for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to the aforementioned higher buyer rates and customers adding more optional ancillary services to the auction such as transportation services and financing services which resulted in increase to both auction marketplace and other marketplace revenue. The increase in other marketplace revenue was primarily related to an increase in the revenue earned from the transportation of vehicles due to an increase in the number of units transported. To a lesser extent, acquisitions completed in 2024 drove increases in revenue in 2025 compared to 2024.

Current wording

The increase was primarily driven by an increase in other marketplace revenue which is earned from providing transportation and financing services. Auction marketplace revenue from our Marketplace Buyers and Marketplace Sellers increased as well. For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, auction marketplace revenue increased to $87.8 million from $84.9 million and other marketplace revenue increased to $80.3 million from $62.7 million. Revenue increases in the current quarter were primarily volume-driven and also impacted by higher buyer fee rates for the three months ended September 30, 2025 compared to the prior year period. The volume of Marketplace Units sold on the Marketplace Platform increased to 218,065 for the three months ended September 30, 2025 from 198,354 for the comparable prior year period which is an indicator of increased overall customer engage ment. The increase in other marketplace revenue was primarily related to an increase in the revenue earned from the transportation of vehicles due to an increase in the number of units transported. The wholesale automotive industry continues to transition to digital transactions, with an increasing amount of cust omers transacting digitally versus at physical auction houses. This industry transition, and our position as a leader in the area of digital wholesale automotive auctions, continues to drive more business to our Marketplace Platform. The average total revenue per Marketplace Unit increased for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to the aforementioned higher buyer rates and customers adding more optional ancillary services to the auction such as transportation services and financing services which resulted in increase to both auction marketplace and other marketplace revenue.

Previous wording

The customer assurance revenue increase was mainly driven by an increase in Go Green assurance revenue, resulting from an increase in units that elected the Go Green offering. Additionally, an increase in the estimated fair value on the Go Green offering per unit contributed to the year-over-year increase. For the three months ended June 30, 2025 compared to the three months ended June 30, 2024, Go Green assurance revenue increased to $16.2 million from $14.6 million. Other assurance revenue decreased to $1.5 million for the three months ended June 30, 2025 from $1.9 million for the three months ended June 30, 2024.

Current wording

The increase was mainly driven by an increase in Go Green assurance revenue, driven by increases in the estimated fair value of the Go Green offering per unit and an increase in units that elected the Go Green offering. For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, Go Green assurance revenue increased to $19.4 million from $13.5 million. Other customer assurance revenue increased to $3.7 million for the three months ended September 30, 2025 from $1.9 million for the three months ended September 30, 2024 due to an increase in units sold through our price guarantee sales.

Previous wording

The increase primarily consisted of higher costs related to generating auction marketplace and other marketplace revenue. For the three months ended June 30, 2025 compared to the three months ended June 30, 2024, total cost attributed to generating auction marketplace revenue increased to $16.6 million from $14.2 million. The increase in auction marketplace cost of revenue is due to increased units sold through our marketplace and other costs of revenue associated with our prior year acquisitions. Other marketplace cost of revenues increased to $52.3 million for the three months ended June 30, 2025, compared to $44.9 million for the three months ended June 30, 2024, primarily due to an increase in the units transported to buyers from sellers. Marketplace and service costs of revenues as a percentage of revenue decreased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 as we continued our efforts to manage costs while growing our revenue.

Current wording

The increase primarily consisted of higher costs related to generating other marketplace revenue, partially offset by a decrease in data services cost of revenue. For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, total cost attributed to generating auction marketplace revenue increased to $17.6 million from $15.8 million. The increase in auction marketplace cost of revenue is due to increased units sold through our marketplace. Other marketplace cost of revenues increased to $56.3 million for the three months ended September 30, 2025, compared to $46.2 million for the three months ended September 30, 2024, primarily due to an increase in the units transported. These increases were partially offset by a $7.6 million legal settlement benefit recognized in the three months ended September 30, 2025, which reduced data services cost of revenue by a corresponding amount. For the three months ended September 30, 2025 data services cost of revenue was a benefit of $2.9 million, compared to an expense of $5.1 million in the comparable prior year period. Marketplace and service costs of revenues as a percentage of revenue decreased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to the impact of the legal settlement.

Previous wording

The increase primarily consisted of costs attributable to our Go Green assurance offerings and was primarily driven by an increase in the number of arbitration claims due to increased volume of completed auctions where the customer elected the Go Green offering, and an increase in arbitration cost per unit sold. For the six months ended June 30, 2025, Go Green assurance cost of revenue increased to $27.3 million from $24.9 million in the six months ended June 30, 2024. For the six months ended June 30, 2025, other assurance cost of revenue increased to $3.5 million from $2.5 million in the six months ended June 30, 2024. Customer assurance cost of revenues as a percentage of revenue decreased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 as we continued to manage arbitration costs and grow revenue.

Current wording

The increase primarily consisted of costs attributable to our Go Green assurance offerings driven by an increase in the number of arbitration claims due to increased volume of completed auctions where the customer elected the Go Green offering, and an increase in arbitration cost per unit sold. For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, Go Green assurance cost of revenue increased to $18.1 million from $12.9 million. Other assurance cost of revenue also increased to $4.0 million for the three months ended September 30, 2025, compared to $1.3 million for the three months ended September 30, 2024 due to an increase in the current quarter in units sold through our price guarantee sales compared to the prior period . Customer assurance cost of revenue as a percentage of revenue increased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to the aforementioned increases in arbitration claim volume and arbitration costs per unit sold.

Previous wording

The increase is primarily due to higher personnel-related costs. For the three months ended June 30, 2025 compared to the three months ended June 30, 2024, personnel-related costs increased to $37.8 million from $33.8 million as a result of headcount increases from our prior year acquisitions. Software and technology costs increased to $5.1 million from $3.8 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 as a result of continued investment in our technology and infrastructure amid ongoing business growth. Other expenses increased to $2.9 million from $2.1 million in the three months ended June 30, 2025 compared to June 30, 2024. Operations and technology expense as a percentage of revenue decreased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 as we continued our efforts to effectively manage costs while growing revenue.

Current wording

The increase was primarily due to higher personnel-related costs. For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, personnel-related costs increased to $38.0 million from $36.3 million as a result of investment in our internal product and technology capabilities to enable future growth initiatives. Software and technology costs increased to $5.7 million from $4.2 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 as a result of continued investment in our technology and infrastructure amid ongoing business growth. Other expenses increased to $2.9 million from $2.0 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Operations and technology expense as a percentage of revenue decreased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 as we continued our efforts to effectively manage costs while growing revenue.

Previous wording

The increase is primarily due to higher personnel-related costs. For the three months ended June 30, 2025 compared to the three months ended June 30, 2024, personnel-related costs increased to $45.1 million from $42.2 million, primarily as a result of headcount increases from our prior year acquisitions. Non-personnel expenses in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 decreased to $7.9 million from $9.7 million primarily due to lower bad debt expense resulting from our improved collections experience on receivables due from Marketplace Buyers. Selling, general, and administrative expenses decreased as a percentage of revenue during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 as we continued our efforts to effectively manage costs while growing revenue.

Current wording

The increase was primarily due to higher non-personnel related costs. Non-personnel expenses in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 increased to $32.6 million from $9.0 million primarily due to the $18.7 million Tricolor bankruptcy reserve described in the Recent Developments section above. Increased bad debt provision charges on our finance receivable portfolio unrelated to Tricolor during the three months ended September 30, 2025 drove the remainder of the increase compared to the three months ended September 30, 2024. For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, personnel-related costs decreased to $40.2 million from $46.0 million, primarily as a result of efforts to efficiently manage spending on both internal and contracted headcount. Selling, general, and administrative expenses increased as a percentage of revenue during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to the Tricolor bankruptcy reserve described above. Absent this charge related to Tricolor, selling, general and administrative expenses decreased as a percentage of revenue during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 as we continued our efforts to effectively manage costs while growing revenue.

Previous wording

The increase is primarily due to an increase of $4.4 million in amortization of internal-use software costs. The increase in depreciation and amortization as a percentage of revenue is primarily due to the placing of internal-use software projects into service and the subsequent recognition of amortization expense.

Current wording

The increase was primarily due to an increase of $1.8 million in amortization of internal-use software costs due to the placing of internal-use software projects into service and the subsequent recognition of amortization expense. Depreciation and amortization as a percentage of revenue decreased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 as we continue to grow revenue at a faster pace than depreciation and amortization expense increases.

Previous wording

The increase during the six months ended June 30, 2025 was primarily driven by the interest and fees related to the Warehouse facility which was entered into on June 20, 2024. There was no interest expense on the Warehouse facility in the six months ended June 30, 2024 as we had no borrowings outstanding on the Warehouse facility during the period.

Current wording

The increase was primarily driven by the interest and fees related to the Warehouse facility. The increase in interest expense on the Warehouse facility during the three months ended September 30, 2025 was due to a higher average balance of Warehouse facility borrowings as we did not draw on our Warehouse facility until late in the third quarter of 2024.

Previous wording

Our effective tax rate was approximately 0% and (1)% for the three months ended June 30, 2025 and 2024, respectively. The principal differences between the federal statutory rate and the effective tax rate are related to state taxes, foreign taxes and credits and the non-recognition of tax benefits for certain entities in a loss position for which a full valuation allowance has been recorded.

Current wording

Our effective tax rate was approximately (2)% and 1% for the three months ended September 30, 2025 and 2024, respectively. The principal differences between the federal statutory rate and the effective tax rate are related to state taxes, foreign taxes and credits and the non-recognition of tax benefits for certain entities in a loss position for which a full valuation allowance has been recorded.

Previous wording

The increase was primarily driven by an increase in auction marketplace revenue from our buyers and sellers, as well as an increase in revenue earned from arranging for the transportation of vehicles to buyers. For the three months ended June 30, 2025 compared to the three months ended June 30, 2024, auction marketplace revenue increased to $92.3 million from $75.4 million and other marketplace revenue increased to $75.4 million from $60.4 million. Revenue increases in the current quarter were primarily volume-driven and also impacted by higher buyer fee rates for the three months ended June 30, 2025 compared to the prior year period. The volume of Marketplace Units sold on the Marketplace Platform increased to 210,429 for the three months ended June 30, 2025 from 186,526 for the comparable prior year period which is an indicator of increased overall customer engagement. The wholesale automotive industry continues to transition to digital transactions, with an increasing amount of customers transacting digitally versus at physical auction houses. This industry transition, and our position as a leader in the area of digital wholesale automotive auctions, continues to drive more business to our Marketplace Platform. The average total revenue per Marketplace Unit increased for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 due to the aforementioned higher buyer rates and customers adding more optional ancillary services to the auction such as transportation services and financing services which resulted in increase to both auction marketplace and other marketplace revenue. The increase in other marketplace revenue was primarily related to an increase in the revenue earned from the transportation of vehicles due to an increase in the number of units transported. To a lesser extent, acquisitions completed in 2024 drove increases in revenue in 2025 compared to 2024.

Current wording

The increase was primarily driven by an increase in auction marketplace revenue from our Marketplace Buyers and Marketplace Sellers, as well as increases in revenue earned from transportation and financing services. For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, auction marketplace revenue increased to $270.0 million from $227.7 million and other marketplace revenue increased to $223.4 million from $177.7 million. Revenue increases were primarily volume-driven and also impacted by higher buyer fee rates for the nine months ended September 30, 2025 compared to the prior year period. The volume of Marketplace Units sold on the Marketplace Platform increased to 636,519 for the nine months ended September 30, 2025 from 559,511 for the comparable prior year period which is an indicator of increased overall customer engagement. The increase in other marketplace revenue was primarily related to an increase in the revenue earned from the transportation of vehicles due to an increase in the number of units transported. The wholesale automotive industry continues to transition to digital transactions, with an increasing amount of customers transacting digitally versus at physical auction houses. This industry transition, and our position as a leader in the area of digital wholesale automotive auctions, continues to drive more business to our Marketplace Platform. The average total revenue per Marketplace Unit increased for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to the aforementioned higher buyer fee rates and customers adding more optional ancillary services to the auction such as transportation services and financing services which resulted in increase to both auction marketplace and other marketplace revenue. To a lesser extent, acquisitions completed in 2024 drove increases in revenue in 2025 compared to 2024.

Previous wording

The customer assurance revenue increase was primarily driven by an increase in Go Green assurance revenue, driven by an increase in units that elected the Go Green offering. Additionally, an increase in the estimate fair value of the Go Green offering per unit contributed to the year-over-year increase. For the six months ended June 30, 2025 compared to the six months ended June 30, 2024, Go Green assurance revenue increased to $31.1 million from $28.8 million. Other assurance revenue decreased to $3.4 million for the six months ended June 30, 2025 from $3.5 million for the six months ended June 30, 2024.

Current wording

The increase was primarily driven by an increase in Go Green assurance revenue, driven by increases in the estimated fair value of the Go Green offering per unit and an increase in units that elected the Go Green offering. For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, Go Green assurance revenue increased to $50.4 million from $42.4 million. Other assurance revenue increased to $7.1 million for the nine months ended September 30, 2025 from $5.4 million for the nine months ended September 30, 2024 due to an increase in units sold through our price guarantee sales.

Previous wording

The increase primarily consisted of higher costs related to generating auction marketplace and other marketplace revenue. For the six months ended June 30, 2025 compared to the six months ended June 30, 2024, total cost attributed to generating auction marketplace revenue increased to $33.2 million from $23.9 million. The increase in auction marketplace cost of revenue is due to increased units sold through our marketplace and other costs of revenue associated with our prior year acquisitions. Other marketplace cost of revenues increased to $100.0 million for the six months ended June 30, 2025, compared to $85.7 million for the six months ended June 30, 2024, primarily due to an increase in the units transported to buyers from sellers. Marketplace and services cost of revenues as a percentage of revenue decreased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 as we continued our efforts to effectively manage costs while growing revenue.

Current wording

The increase primarily consisted of higher costs related to generating auction marketplace and other marketplace revenue, partially offset by a decrease in data services cost of revenue. For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, total cost attributed to generating auction marketplace revenue increased to $50.7 million from $39.6 million. The increase in auction marketplace cost of revenue is due to increased units sold through our marketplace and other costs of revenue associated with our prior year acquisitions. Other marketplace cost of revenues increased to $156.2 million for the nine months ended September 30, 2025, compared to $131.8 million for the nine months ended September 30, 2024, primarily due to an increase in the units transported. This was partially offset by a $7.6 million legal settlement benefit recognized in the nine months ended September 30, 2025, which reduced data services cost of revenue by a corresponding amount. For the nine months ended September 30, 2025 Data services cost of revenue was $7.6 million compared to $15.5 million for the nine months ended September 30, 2024. Marketplace and services cost of revenues as a percentage of revenue decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to the benefit from the legal settlement.

Previous wording

The increase primarily consisted of costs attributable to our Go Green assurance offerings and was primarily driven by an increase in the number of arbitration claims due to increased volume of completed auctions where the customer elected the Go Green offering, and an increase in arbitration cost per unit sold. For the three months ended June 30, 2025 compared to the three months ended June 30, 2024, Go Green assurance cost of revenue increased to $14.7 million from $13.2 million. Other assurance cost of revenue increased to $2.2 million for the three months ended June 30, 2025, compared to $1.4 million for the three months ended June 30, 2024. Customer assurance cost of revenue as a percentage of revenue remained flat during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Current wording

The increase primarily consisted of costs attributable to our Go Green assurance offerings and was driven by an increase in the number of arbitration claims due to increased volume of completed auctions where the customer elected the Go Green offering, and an increase in the arbitration cost per unit sold. For the nine months ended September 30, 2025, Go Green assurance cost of revenue increased to $45.5 million from $37.8 million in the nine months ended September 30, 2024. For the nine months ended September 30, 2025, other assurance cost of revenue increased to $7.5 million from $3.7 million in the nine months ended September 30, 2024 due to an increase in the number of units sold through our price guarantee sales. Customer assurance cost of revenues as a percentage of revenue remained flat during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous wording

The increase is primarily due to higher personnel-related costs. For the six months ended June 30, 2025 compared to the six months ended June 30, 2024, personnel-related costs increased to $75.3 million from $66.0 million as a result of headcount increases from our prior year acquisitions and stock-based compensation in 2025. Software and technology expenses increased to $10.1 million from $7.8 million as a result of continued investment in our technology and infrastructure amid ongoing business growth. Other expenses increased to $4.5 million from $3.9 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Operations and technology expense as a percentage of revenue decreased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 as we continued our efforts to effectively manage costs while growing our revenue.

Current wording

The increase is primarily due to higher personnel-related costs. For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, personnel-related costs increased to $113.3 million from $102.3 million as a result of headcount increases from our prior year acquisitions and investment in our internal product & technology capabilities to enable future growth initiatives. Software and technology expenses increased to $15.9 million from $12.1 million as a result of continued investment in our technology and infrastructure amid ongoing business growth. Other expenses increased to $7.4 million from $5.9 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Operations and technology expense as a percentage of revenue decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 as we continued our efforts to effectively manage costs while growing our revenue.

Previous wording

The increase is primarily due to an increase of $2.3 million in amortization of internal-use software costs due to the placing of internal-use software projects into service and the subsequent recognition of amortization expense. Depreciation and amortization as a percentage of revenue remained flat during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Current wording

The increase was primarily due to an increase of $6.2 million in amortization of internal-use software costs due to the placing of internal-use software projects into service and the subsequent recognition of amortization expense. Depreciation and amortization as a percentage of revenue remained flat during the nine months ended September 30, 2025 and nine months ended September 30, 2024.

Previous wording

The decrease was primarily driven by a lower balance in our marketable securities portfolio as we used the proceeds from sales and maturities of marketable securities to support acquisition activity in the prior year. Also, a lower average interest rate during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 contributed to the decrease.

Current wording

The decrease was primarily driven by a lower average balance in our marketable securities portfolio as we used the proceeds from sales and maturities of marketable securities to support acquisition activity in the prior year. In addition, a lower average interest rate during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 contributed to the decrease.

Previous wording

The increase during the three months ended June 30, 2025 was primarily driven by the interest and fees related to the Warehouse facility which was entered into on June 20, 2024. There was no interest expense on the Warehouse facility in the three months ended June 30, 2024 as we had no borrowings outstanding on the Warehouse facility during the period.

Current wording

The increase was primarily driven by the interest and fees related to the Warehouse facility which was entered into on June 20, 2024. The increase in interest expense on the Warehouse facility during the nine months ended September 30, 2025 was due to a higher average balance on the Warehouse facility borrowing as we did not draw on our Warehouse facility until late in the third quarter of 2024.

Previous wording

Our effective tax rate was approximately (2%) and (2%) for the six months ended June 30, 2025 and 2024, respectively. The principal differences between the federal statutory rate and the effective tax rate are related to state taxes, foreign taxes and credits and the non-recognition of tax benefits for certain entities in a loss position for which a full valuation allowance has been recorded.

Current wording

Our effective tax rate was approximately (2%) and (1%) for the nine months ended September 30, 2025 and 2024, respectively. The principal differences between the federal statutory rate and the effective tax rate are related to state taxes, foreign taxes and credits and the non-recognition of tax benefits for certain entities in a loss position for which a full valuation allowance has been recorded.

Previous wording

Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of these limitations include that: (i) it does not properly reflect capital commitments to be paid in the future; (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures; (iii) it does not consider the impact of stock-based compensation expense; (iv) it does not reflect other non-operating income and expenses, including interest income and expense; (v) it does not consider the impact of any contingent consideration liability valuation adjustments; (vi) it does not reflect tax payments that may represent a reduction in cash available to us; (vii) it does not include the amortization of acquired intangible assets but it does include the revenue that these acquired intangible assets contribute to the enterprise; and (viii) it does not reflect other one-time, non-recurring items, when applicable, such as acquisition-related and restructuring expenses. In addition, our use of Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider Adjusted EBITDA alongside other financial measures, including our net loss and other results stated in accordance with GAAP.

Current wording

although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures; (iii) it does not consider the impact of stock-based compensation expense; (iv) it does not reflect other non-operating income and expenses, including interest income and expense; (v) it does not consider the impact of any contingent consideration liability valuation adjustments; (vi) it does not reflect tax payments that may represent a reduction in cash available to us; (vii) it does not include the amortization of acquired intangible assets but it does include the revenue that these acquired intangible assets contribute to the enterprise; and (viii) it does not reflect other one-time, non-recurring items, when applicable, such as acquisition-related and restructuring expenses. In addition, our use of Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider Adjusted EBITDA alongside other financial measures, including our net loss and other results stated in accordance with GAAP.

Previous wording

As of June 30, 2025, our principal sources of liquidity were cash and cash equivalents totaling $258.4 million, and investments in marketable securities totaling $46.4 million. We believe that our existing cash and cash equivalents, marketable securities, and cash flow from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months and for the long-term. Our future capital requirements over the long-term will depend on many factors, including volume of sales with existing customers, expansion of sales and marketing activities to acquire new customers, timing and extent of spending to support development efforts and introduction of new and enhanced services. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations and financial condition.

Current wording

As of September 30, 2025, our principal sources of liquidity were cash and cash equivalents totaling $265.3 million, and investments in marketable securities totaling $50.7 million. We believe that our existing cash and cash equivalents, marketable securities, and cash flow from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months and for the long-term. Our future capital requirements over the long-term will depend on many factors, including volume of sales with existing customers, expansion of sales and marketing activities to acquire new customers, timing and extent of spending to support development efforts and introduction of new and enhanced services. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations and financial condition.

Previous wording

As of June 30, 2025, our principal commitments primarily consist of long-term debt and leases for facilities. We have $4.2 million of lease obligations due within a year, and an additional $37.4 million of lease obligations due at various dates through 2039.

Current wording

As of September 30, 2025, our principal commitments primarily consist of long-term debt and leases for facilities. We have $4.5 million of lease obligations due within a year, and an additional $37.2 million of lease obligations due at various dates through 2039.

Previous wording

In order to compete successfully and sustain operations at current levels over the next 12 months, we will be required to devote a significant amount of operating cash flow to our human capital in the form of salaries and wages. Additionally, we enter into purchase commitments for goods and services made in the ordinary course of business. These purchase commitments include goods and services received and recorded as liabilities as of June 30, 2025 as well as goods and services which have not yet been delivered or performed and have, therefore, not been reflected in our unaudited Condensed Consolidated Balance Sheets and unaudited Condensed Consolidated Statements of Operations. These commitments typically become due after the delivery and completion of such goods or services.

Current wording

Additionally, we enter into purchase commitments for goods and services made in the ordinary course of business. These purchase commitments include goods and services received and recorded as liabilities as of September 30, 2025 as well as goods and services which have not yet been delivered or performed and have, therefore, not been reflected in our unaudited Condensed Consolidated Balance Sheets and unaudited Condensed Consolidated Statements of Operations. These commitments typically become due after the delivery and completion of such goods or services.

Previous wording

We settle transactions among buyers and sellers using the marketplace and, as a result, the value of the vehicles passes through our balance sheet. Because our receivables typically have been, on average, settled faster than our payables, our cash position at each balance sheet date has been bolstered by marketplace float. Changes in working capital vary from quarter-to-quarter as a result of GMV and the timing of collections and disbursements of funds related to auctions completed near period end.

Current wording

We settle transactions among buyers and sellers using the marketplace and, as a result, the value of the vehicles passes through our balance sheet. Because our receivables typically have been, on average, settled faster than our payables, our cash position at each balance sheet date has been bolstered by marketplace float. Changes in working capital vary from quarter-to-quarter as a result of Marketplace GMV and the timing of collections and disbursements of funds related to auctions completed near period end.

Previous wording

On August 24, 2021, ACV entered into a revolving credit facility (the “2021 Revolver”). The Revolver was established to provide general financing to us and is secured by substantially all of our assets except for certain finance receivables. As of June 30, 2025, the maximum borrowing capacity under the Revolver is $250.0 million and includes a sub facility that provides for the issuance of letters of credit up to $20.0 million outstanding at any time. Through June 26, 2025, the interest rate on the Revolver was, at our option, either (a) the Secured Overnight Financing Rate (“SOFR”) (or a replacement rate established in accordance with the terms of the credit agreement for the Revolver) subject to a 0.00% SOFR floor), plus a margin of 2.75% per annum plus an additional credit spread adjustment of 0.11% for daily and one-month terms, 0.26% for three-month terms and 0.43% for six-month terms or (b) the Alternate Base Rate plus a margin of 1.75% per annum. The Alternate Base Rate was defined as the highest of (a) the Wall Street Journal prime rate, (b) the NYFRB rate plus 0.5% and (c) 1.00% plus the adjusted SOFR rate for a one-month interest period.

Current wording

On August 24, 2021, ACV entered into a revolving credit facility (the “2021 Revolver”). The Revolver was established to provide general financing to us and is secured by substantially all of our assets except for certain finance receivables. As of September 30, 2025, the maximum borrowing capacity under the Revolver is $250.0 million and includes a sub facility that provides for the issuance of letters of credit up to $20.0 million outstanding at any time. Through June 26, 2025, the interest rate on the Revolver was, at our option, either (a) the Secured Overnight Financing Rate (“SOFR”) (or a replacement rate established in accordance with the terms of the credit agreement for the 2021 Revolver) subject to a 0.00% SOFR floor, plus a margin of 2.75% per annum plus an additional credit spread adjustment of 0.11% for daily and one-month terms, 0.26% for three-month terms and 0.43% for six-month terms or (b) the Alternate Base Rate plus a margin of 1.75% per annum. The Alternate Base Rate was defined as the highest of (a) the Wall Street Journal prime rate, (b) the NYFRB rate plus 0.5% and (c) 1.00% plus the adjusted SOFR rate for a one-month interest period.

Previous wording

On June 26, 2025, we entered into Amendment No. 4 (the “ Fourth Amendment”) to the Revolver which modifies the credit agreement (i) to increase the committed amount of our revolving credit facility thereunder from $160 million to $250 million, (ii) to extend the maturity date thereof from August 24, 2026 to June 26, 2030, (iii) to modify our minimum total revenue financial covenant to take into account such maturity date extension, (iv) to include a new maximum total net leverage ratio that will be effective as of the earlier of five business days after our election and July 30, 2027, as more particularly described in the Revolving Credit Agreement, as amended (the “Covenant Conversion Date”), after which our minimum liquidity and minimum total revenue financial covenants will no longer be applicable, (v) to provide for more favorable pricing of the loans on and after the Covenant Conversion Date, and (vi) to amend certain other items in connection with the foregoing. Borrowings under the Revolver will continue to bear interest, at our option, at either the Term SOFR Rate or the Alternate Base Rate plus a margin equal to the Applicable Rate. Pursuant to the Fourth Amendment, the Applicable Rate is (x) 2.75% prior to the Covenant Conversion Date and 2.500% thereafter for loans accruing interest at the Term SOFR Rate and (y) 1.750% prior to the Covenant Conversion Date and 1.500% thereafter for loans accruing interest at the Alternate Base Rate, in each case, subject to the terms of the Credit Agreement.

Current wording

On June 26, 2025, we entered into Amendment No. 4 (the “ Fourth Amendment”) to the 2021 Revolver which modifies the credit agreement (i) to increase the committed amount of our revolving credit facility thereunder from $160 million to $250 million, (ii) to extend the maturity date thereof from August 24, 2026 to June 26, 2030, (iii) to modify our minimum total revenue financial covenant to take into account such maturity date extension, (iv) to include a new maximum total net leverage ratio that will be effective as of the earlier of five business days after our election and July 30, 2027, as more particularly described in the Revolving Credit Agreement, as amended (the “Covenant Conversion Date”), after which our minimum liquidity and minimum total revenue financial covenants will no longer be applicable, (v) to provide for more favorable pricing of the loans on and after the Covenant Conversion Date, and (vi) to amend certain other items in connection with the foregoing. Borrowings under the 2021 Revolver will continue to bear interest, at our option, at either the Term SOFR Rate, subject to a 0.00% floor, or the Alternate Base Rate plus a margin equal to the Applicable Rate. Pursuant to the Fourth Amendment, the Applicable Rate is (x) 2.75% prior to the Covenant Conversion Date and 2.500% thereafter for loans accruing interest at the Term SOFR Rate and (y) 1.750% prior to the Covenant Conversion Date and 1.500% thereafter for loans accruing interest at the Alternate Base Rate, in each case, subject to the terms of the Credit Agreement.

Previous wording

As of June 30, 2025, $100.0 million was drawn under the 2021 Revolver with an interest rate of 9.25%, and there were outstanding letters of credit issued under the 2021 Revolver in the amount of $3.3 million.

Current wording

As of September 30, 2025, $100.0 million was drawn under the 2021 Revolver with an interest rate of 9.00%, and there were outstanding letters of credit issued under the 2021 Revolver in the amount of $3.3 million.

Previous wording

On June 20, 2024, we entered into a revolving credit and security agreement with CitiBank, NA, providing for a revolving warehouse facility (the "Warehouse Facility") with a maximum principal amount of $125.0 million. The revolving feature on the facility ends on June 20, 2026 and the facility matures twelve months later, unless sooner terminated or extended in accordance with its terms. The revolving credit facility was established to provide liquidity to fund new originations of auto floorplan loans by ACV Capital. The facility is secured by all assets of ACV Funding, including the auto floorplan loans owned by it.

Current wording

On June 20, 2024, we entered into a revolving credit and security agreement with CitiBank, NA, providing for a revolving warehouse facility (the "Warehouse Facility") with a maximum principal amount of $125.0 million. The revolving feature on the facility ends on June 20, 2026 and the facility matures twelve months later, unless sooner terminated or extended in accordance with its terms. The Warehouse Facility was established to provide liquidity to fund new originations of auto floorplan loans by ACV Capital. The facility is secured by all assets of ACV Funding, including the auto floorplan loans owned by it.

Previous wording

Advances under the Warehouse Facility funded by asset-backed commercial paper conduit through the issuance of commercial paper notes will bear interest generally at a rate equivalent to the weighted average annual rate of all commercial paper notes issued by the commercial paper conduit to fund its advances, plus a margin of 3.00%. Advances funded by lenders that are not commercial paper conduits, or by commercial paper conduits funded through means other than the issuance of commercial paper notes, will bear interest generally at a rate equal to (i) Term SOFR for a period of one-month (subject to a 0.00% floor), plus 0.11448% or, in certain circumstances, the Alternate Base Rate, plus (ii) a margin of 3.00%. The Alternate Base Rate is the highest of (a) the prime rate quoted in the Wall Street Journal, (b) the NYFRB rate plus 0.50% and (c)(i) 1.00% plus (ii) the Term SOFR rate for a one-month interest period. The interest rate may be increased under certain circumstances, including upon the occurrence of an early amortization event or event of default under the warehouse documentation. ACV Funding must also pay upfront any unused fees in connection with the facility. As of June 30, 2025 borrowings under the Warehouse Facility were $86.5 million with an interest rate of 7.40%.

Current wording

Advances under the Warehouse Facility funded by asset-backed commercial paper conduit through the issuance of commercial paper notes will bear interest generally at a rate equivalent to the weighted average annual rate of all commercial paper notes issued by the commercial paper conduit to fund its advances, plus a margin of 3.00%. Advances funded by lenders that are not commercial paper conduits, or by commercial paper conduits funded through means other than the issuance of commercial paper notes, will bear interest generally at a rate equal to (i) Term SOFR for a period of one-month (subject to a 0.00% floor), plus 0.11448% or, in certain circumstances, the Alternate Base Rate, plus (ii) a margin of 3.00%. The Alternate Base Rate is the highest of (a) the prime rate quoted in the Wall Street Journal, (b) the NYFRB rate plus 0.50% and (c)(i) 1.00% plus (ii) the Term SOFR rate for a one-month interest period. The interest rate may be increased under certain circumstances, including upon the occurrence of an early amortization event or event of default under the warehouse documentation. ACV Funding must also pay upfront any unused fees in connection with the facility. As of September 30, 2025 borrowings under the Warehouse Facility were $120.0 million with an interest rate of 7.32%.

Previous wording

In the six months ended June 30, 2025 and 2024, net cash provided by operating activities was $80.3 million and $47.5 million, respectively. Net cash provided by operating activities during the six months ended June 30, 2025 and 2024 consisted primarily of an increase in accounts payable to sellers and cash earnings partially offset by an increase in accounts receivable from buyers. The increase in cash provided by operating activities during the six months ended June 30, 2025 relative to the six months ended June 30, 2024 is primarily due to a higher volume of transactions and the timing of collections and disbursements of funds related to auctions completed near period end and increased cash earnings.

Current wording

In the nine months ended September 30, 2025 and 2024, net cash provided by operating activities was $90.6 million and $68.6 million, respectively. Net cash provided by operating activities during the nine months ended September 30, 2025 and 2024 consisted primarily of an increase in accounts payable to sellers partially offset by an increase in accounts receivable from buyers. The increase in cash provided by operating activities during the nine months ended September 30, 2025 relative to the nine months ended September 30, 2024 is primarily due to a higher volume of transactions and the timing of collections and disbursements of funds related to auctions completed near period end.

Previous wording

In the six months ended June 30, 2025 and 2024, net cash used in investing activities was $93.6 million and $4.0 million, respectively. Net cash used in investing activities during the six months ended June 30, 2025 was primarily related to the increase in finance receivables and capitalized software development. Net cash used in investing activities during the six months ended June 30, 2024 was primarily related to business acquisitions along with capitalized software development, partially offset by the sales/maturities of a portion of our marketable securities portfolio to support our business acquisition transactions.

Current wording

In the nine months ended September 30, 2025, net cash (used in) provided by investing activities was $(124.8) million and $12.3 million during the nine months ended September 30, 2024. Net cash used in investing activities during the nine months ended September 30, 2025 was primarily related to the increase in finance receivables and capitalized software development. Net cash provided by investing activities during the nine months ended September 30, 2024 was primarily related to the sales/maturities of a portion of our marketable securities portfolio to support our business acquisition transactions, partially offset by cash paid for business acquisitions and capitalized software development.

Previous wording

The increase in net cash used in investing activities during the six months ended June 30, 2025 relative to the six months ended June 30, 2024 was primarily driven by an increase in the finance receivables portfolio as well as an overall decrease in net marketable securities and acquisition activity.

Current wording

The increase in net cash used in investing activities during the nine months ended September 30, 2025 relative to the nine months ended September 30, 2024 was primarily driven by an increase in our finance receivables portfolio and a decrease in the sales/maturities of marketable securities, partially offset by a decrease in acquisition activity.

Previous wording

In the six months ended June 30, 2025 and 2024, net cash provided by (used in) financing activities was $47.4 million and $(11.0) million, respectively. Net cash provided by financing activities during the six months ended June 30, 2025 relates to proceeds, net of repayments, from long term debt, partially offset by payments of RSU tax withholding in exchange for common shares surrendered by RSU holders. Net cash used in financing activities during the six months ended June 30, 2024 related to payments of RSU tax withholding in exchange for common shares surrendered by RSU holders as well as repayments, net of proceeds, of long term debt.

Current wording

In the nine months ended September 30, 2025 and 2024, net cash provided by (used in) financing activities was $75.2 million and $(10.9) million, respectively. Net cash provided by financing activities during the nine months ended September 30, 2025 relates to proceeds, net of repayments, from long term debt, partially offset by payments of RSU tax withholding in exchange for common shares surrendered by RSU holders. Net cash used in financing activities during the nine months ended September 30, 2024 primarily related to payments of RSU tax withholding in exchange for common shares surrendered by RSU holders which was partially offset by proceeds from the exercise of stock options.

Previous wording

The increase during the six months ended June 30, 2025 relative to the six months ended June 30, 2024 was primarily the result of increased net borrowings of long-term debt during the period.

Current wording

The increase in net cash provided by financing activities during the nine months ended September 30, 2025 relative to the nine months ended September 30, 2024 was primarily the result of increased net borrowings of long-term debt during the period.