Form 4: ACV Auctions Chief Legal Officer Corrects Stock Unit Reporting and Details Tax-Related Share Dispositions

ACV Auctions Inc.'s Chief Legal Officer, Leanne Fitzgerald, filed an amended Form 4 to correct the reporting of Performance Stock Units and disclose tax-related share dispositions, along with an acquisition through the Employee Stock Purchase Plan.

Summary

• Leanne Fitzgerald, Chief Legal Officer of ACV Auctions Inc. (ACVA), filed a Form 4 to report changes in beneficial ownership.
• A previous administrative error in a June 3, 2024, Form 4 was corrected, reclassifying 40,102 Performance Stock Units (PSUs) from Class A Common Stock in Table I to PSUs in Table II.
• On July 1, 2025, a total of 16,491 shares of Common Stock were disposed of (2,924, 5,821, 4,158, and 3,588 shares) at a price of $16.48 per share.
• These dispositions were not discretionary sales but shares withheld by ACV Auctions Inc. to cover tax liabilities upon the vesting of previously granted time-based restricted stock units.
• Beneficial ownership of Common Stock following these transactions is 422,495 shares.
• The reported beneficial ownership includes 417 shares acquired through the Company's 2021 Employee Stock Purchase Plan (ESPP) for the purchase period from December 1, 2024, to May 31, 2025.
• The company's Class A Common Stock is now referred to as Common Stock due to changes in the articles of incorporation, with no change to stock rights.

Sentiment

Score: 6

Explanation: The filing primarily consists of a correction of an administrative error and routine tax-related share dispositions, which are neutral events. The acquisition of shares via ESPP is a minor positive, while the potential delay in PSU vesting due to a stock price condition introduces a slight element of uncertainty, but overall, the information is largely procedural.

Positives

• Acquisition of 417 shares through the Company's 2021 Employee Stock Purchase Plan (ESPP) indicates continued employee investment.
• The correction of an administrative error demonstrates transparency and adherence to reporting standards.

Negatives

• Disposition of 16,491 shares to cover tax liabilities, while non-discretionary, reduces the reporting person's direct beneficial ownership.

Risks

• The vesting of 40,102 Performance Stock Units (PSUs) is subject to a "Stock Price Condition," requiring the average closing price of the Common Stock over a 30-trading-day period (commencing at grant date and ending July 1, 2027) to meet or exceed a designated level. Failure to meet this condition could delay vesting.

Future Outlook

The vesting of 40,102 Performance Stock Units (PSUs) is contingent on both continued service and the satisfaction of a "Stock Price Condition," which requires the average closing price of the Common Stock over a 30-trading-day period ending July 1, 2027, to meet or exceed a designated level. Vesting is scheduled in one-third installments on July 1, 2025, 2026, and 2027, but will be delayed if the Stock Price Condition is not met by the relevant date.

Management Comments

• "The company's stock previously referred to as Class A Common Stock is now referred to as Common Stock following changes made to the company's articles of incorporation. There was no change to any rights related to the stock."
• "These shares were withheld by the Issuer to cover the tax liability upon the vesting of a time-based restricted stock unit previously granted, and does not represent a discretionary sale by the reporting person."

Industry Context

This Form 4 filing is a routine disclosure of insider transactions and corrections, typical for publicly traded companies. It reflects standard compensation practices involving equity awards and tax withholding, rather than broader industry trends or competitive dynamics.

Comparison to Industry Standards

• Not applicable. This document details specific insider transactions and a reporting correction for a single company, not financial performance or operational metrics that can be benchmarked against industry peers or global standards.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency regarding insider holdings and compensation structure, including the conditions for Performance Stock Unit vesting. The reclassification of stock name has no direct impact on rights.
• Employees: The acquisition of shares through the Employee Stock Purchase Plan (ESPP) highlights an avenue for employee ownership. The vesting conditions for PSUs affect the compensation of the Chief Legal Officer.

Next Steps

• Future vesting of Performance Stock Units (PSUs) on July 1, 2025, 2026, and 2027, contingent on service and stock price conditions.
• Continued monitoring of the Stock Price Condition for PSU vesting until July 1, 2027.

Key Dates

Keywords

ACV Auctions, ACVA, SEC Form 4, insider trading, beneficial ownership, stock units, Performance Stock Units, PSU, restricted stock units, RSU, employee stock purchase plan, ESPP, tax withholding, corporate governance, stock reclassification, Leanne Fitzgerald