Form 4: ACV Auctions Director Robert Goodman Boosts Stake with New RSU Grant

ACV Auctions Inc. Director Robert P. Goodman has been granted 9,868 Class A Common Stock in the form of Restricted Stock Units, increasing his beneficial ownership in the company.

Summary

• Robert P. Goodman, a Director of ACV Auctions Inc. (ACVA), was granted 9,868 shares of Class A Common Stock in the form of Refresher Grant Restricted Stock Units (RSUs) on May 28, 2025.
• Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock.
• These RSUs will vest on the first anniversary of the Refresher Grant Date or the day immediately preceding the next Annual Meeting, whichever is sooner, contingent on Mr. Goodman's continuous service.
• Following this transaction, Mr. Goodman's total beneficial ownership includes 9,868 RSUs directly, 384,458 Class A Common Stock directly (including 9,239 shares from prior equity grants where rights were assigned to Deer Management Co. LLC), 7,392 shares indirectly through NB Group, LLC, and 13,063 shares indirectly through Katama Point LLC.
• The reporting person disclaims beneficial ownership of shares held by NB Group, LLC and Katama Point LLC, except to the extent of his pecuniary interest.

Sentiment

Score: 8

Explanation: The grant of Restricted Stock Units to a director is a positive signal, indicating continued alignment of interests and confidence in the company's future. While it's a grant and not an open market purchase, it still increases insider ownership.

Positives

• The grant of 9,868 Restricted Stock Units to a director indicates continued alignment of management's interests with shareholder value.
• The vesting schedule, tied to continuous service, incentivizes long-term commitment from a key board member.
• The overall increase in the director's beneficial ownership, including direct and indirect holdings, demonstrates confidence in the company's future.

Negatives

• No direct negatives are apparent from this Form 4 filing, as it primarily reports an equity grant.

Risks

• The vesting of the RSUs is contingent on the director's 'Continuous Service,' meaning if the director ceases service before the vesting date, the RSUs may be forfeited.

Future Outlook

NA

Management Comments

• "The shares reported in this transaction represent Refresher Grant Restricted Stock Units ('RSUs'), each RSU represents the contingent right to receive one share of the Issuer's Class A common stock."
• "The RSUs will vest on the first anniversary of the Refresher Grant Date, provided that, the RSUs shall become fully vested as of the day immediately preceding the next Annual Meeting, if sooner. Vesting of the RSUs is subject in all cases to the Eligible Director's Continuous Service (as defined in the Plan) through each such applicable vesting date."
• "The Reporting Person has agreed to assign to Deer Management Co. LLC ('DMC') the right to any shares issuable pursuant to this grant or any proceeds from the sale thereof." (Note: This refers to a previous grant, not the 9,868 RSUs reported in this specific transaction).
• "The Reporting Person disclaims beneficial ownership of the shares held by this entity [NB Group, LLC / Katama Point LLC], except to the extent of his pecuniary interest therein, if any."

Industry Context

NA

Related Party Transactions

• The reporting person has agreed to assign to Deer Management Co. LLC ("DMC") the right to any shares issuable pursuant to a previous equity grant or any proceeds from the sale thereof.
• Shares are held indirectly by NB Group, LLC, which is controlled by the Reporting Person.
• Shares are held indirectly by Katama Point LLC, which is controlled by the Reporting Person.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholders due to increased equity ownership.

Next Steps

• Vesting of the 9,868 Refresher Grant RSUs on the first anniversary of the grant date (May 28, 2026) or the day before the next Annual Meeting, whichever is sooner.

Key Dates

Recommendation

Keywords

ACV Auctions, ACVA, Form 4, SEC filing, insider transaction, restricted stock units, RSU grant, director compensation, beneficial ownership, equity grant, corporate governance