ACV Auctions Inc.
For the period ended Dec 31, 2025. Filed Feb 23, 2026.
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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.
FY2025 · Filed Feb 23, 2026
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, 2025, 2024, and 2023
Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2025, 2024, and 2023
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Changes in Stockholders' Equity for the Years ended December 31, 2025, 2024, and 2023
Consolidated Statements of Cash Flows for the Years ended December 31, 2025, 2024, and 2023
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, as currently in effect | 10-Q | 001-40256 | 3.1 | August 11, 2025 | |
| 3.2 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-40256 | 3.2 | July 29, 2024 | |
| 4.2 | Description of Securities. | X | ||||
| 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 | Form of Performance Stock Unit Agreement pursuant to the ACV auctions Inc. 2021 Equity Incentive Plan | 10-Q | 001-40256 | 10.1 | May 8, 2024 | |
| 10.5 | Form of Restricted Stock Unit Agreement pursuant to the ACV Auctions Inc. 2021 Equity Incentive Plan | 10-Q | 001-40256 | 10.2 | May 8, 2024 | |
| 10.6 | Employee Stock Purchase Plan as amended, restated and continued as of May 22, 2025 | 10-Q | 001-40256 | 10.2 | August 11, 2025 | |
| 10.7 | 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 | |
| 10.8 | 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 |
| 10.9 | 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 |
| 10.1 | 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 |
| 10.11 | 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 |
| 10.12 | 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 |
| 10.13 | 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 |
| 10.14 | 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 |
| 10.15+ | Form of Confirmatory Offer of Employment. | S-1/A | 333-253617 | 10.9 | March 15, 2021 |
| 10.16+ | Performance Bonus Plan. | S-1/A | 333-253617 | 10.10 | March 15, 2021 |
| 10.17+ | Non-Employee Director Compensation Policy. | S-1/A | 333-253617 | 10.11 | March 15, 2021 |
| 10.18+ | Severance and Change in Control Plan. | S-1/A | 333-253617 | 10.12 | March 15, 2021 |
| 10.19 | 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 |
| 10.20 | 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 |
| 10.21 | 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 |
| 10.22 | 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 |
| 10.23 | 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 | |
| 10.24 | Amendment No. 4, dated June 26, 2025, 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. | 8-K | 001-40256 | 10.1 | July 1, 2025 | |
| 10.25 | Revolving Credit and Security Agreement, dated as of June 20, 2024, among ACV Capital Funding II LLC, the funding agents and lenders party thereto and Citibank, N.A., as Administrative Agent. | 10-Q | 001-40256 | 10.3 | August 7, 2024 | |
| 10.26 | First Amendment, dated December 12, 2025, to Revolving Credit and Security Agreement, dated as of June 20, 2024, among ACV Capital Funding II LLC, the funding agents and lenders party thereto and Citibank, N.A., as Administrative Agent. | 8-K | 001-40256 | 10.1 | December 18, 2025 | |
| 19.1 | Insider Trading policy | 10-K | 001-40256 | 19.1 | February 19, 2025 | |
| 19.2 | 10b5-1 Guidelines | 10-K | 001-40256 | 19.2 | February 19, 2025 | |
| 21.1 | List of Subsidiaries of the Registrant | 10-K | 001-40256 | 21.1 | February 19, 2025 | |
| 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 | 97.1 | 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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