ACV Auctions Inc. — Director's Dealing 2025

May 15, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2024-05-28

Reporting Person: Waterman Michael (Chief Sales Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-05-13	Class A Common Stock	M	179503	$0.06	Acquired	669381	Direct
2025-05-13	Class A Common Stock	M	20497	$0.14	Acquired	689878	Direct
2025-05-13	Class A Common Stock	S	223330	$17	Disposed	466548	Direct
2024-05-28	Class A Common Stock	J	60912	—	Disposed	405636	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-05-13	Employee Stock Option (Right to Buy)	$0.06	M	179503	Disposed	2026-10-25	Class A Common Stock (179503)	Direct
2025-05-13	Employee Stock Option (Right to Buy)	$0.14	M	20497	Disposed	2027-08-26	Class A Common Stock (20497)	Direct
2024-05-28	Performance Stock Unit	$0	A	60912	Acquired	2027-07-01	Class A Common Stock (60912)	Direct

Footnotes

F1: Shares sold pursuant to a Rule 10b5-1 trading plan enter into on December 10, 2024.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.66 to $17.17 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 sold at each separate price within the range set forth in this footnote.

F3: In a Form 4 filed on June 3, 2024 the PSU grant reflected here, due to an administrative error, was reported as Class A Common Stock in Table I rather than a PSU grant in Table II. The PSUs are hereby being removed from Table I and correctly reported in Table II.

F4: One-fourth (1/4th) of the shares subject to the option award vested on October 26, 2017, and thereafter one-forty-eighths of the shares subject to the option award vested monthly, subject to the Reporting Person's continuous service.

F5: One-fourth (1/4th) of the shares subject to the option award vested on July 1, 2018, and thereafter one-forty-eighths of the shares subject to the option award vested monthly, subject to the Reporting Person's continuous service.

F6: The PSUs are subject to both service-based vesting conditions and a requirement that the average closing price of the Class A Common Stock of Company, as measured over a period of 30 trading days commencing at the grant date and ending July 1, 2027, equals or exceeds a designated level (the "Stock Price Condition"). The PSUs will vest in one-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, subject to the Reporting Person's continuous service through the relevant vesting date.