ACV Auctions Inc. — Director's Dealing 2024

Dec 12, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2024-12-10

Reporting Person: Chamoun George (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-12-10	Class A Common Stock	C	187717	—	Acquired	1082804	Direct
2024-12-10	Class A Common Stock	S	210400	$21.64	Disposed	872404	Direct
2024-12-11	Class A Common Stock	C	139600	—	Acquired	1012004	Direct
2024-12-11	Class A Common Stock	S	139600	$21.66	Disposed	872404	Direct
2024-12-12	Class A Common Stock	C	500000	—	Acquired	1372404	Direct
2024-12-12	Class A Common Stock	G	250000	—	Disposed	1122404	Direct
2024-12-12	Class A Common Stock	G	250000	—	Disposed	872404	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-12-10	Class B Common Stock	$	C	187717	Disposed		Class A Common Stock (187717)	Direct
2024-12-11	Class B Common Stock	$	C	139600	Disposed		Class A Common Stock (139600)	Direct
2024-12-12	Class B Common Stock	$	C	500000	Disposed		Class A Common Stock (500000)	Direct

Footnotes

F1: Each share of Class B Common Stock is convertible at any time at the option of the reporting person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A common stock, on a one-to-one basis, upon the following: (1) the sale or transfer of such share of Class B Common Stock, subject to certain exceptions specified in the Issuer's amended and restated certificate of incorporation; (2) the death of the reporting person; and (3) the final conversion date, defined as the earlier of (a) the last trading day of the fiscal quarter immediately following the tenth anniversary of the effective date of the Issuer's tenth amended and restated certificate of incorporation; (b) the last trading day of the fiscal quarter during which the then-outstanding shares of Class B Common Stock first represent less than 5% of the aggregate number of then-outstanding shares of Class A Common Stock and Class B Common Stock.

F2: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on June 14, 2024.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.16 to $22.07 inclusive. The Reporting Person undertakes to
provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within
the range set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.36 to $21.94 inclusive. The Reporting Person undertakes to
provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within
the range set forth in this footnote.

F5: Represents a gift of shares to an irrevocable trust which is administered by an independent trustee established for the benefit of certain members of the Reporting Person's family.

F6: Includes shares previously reported as restricted stock units.