Short answer
Copart (CPRT) filed an 8-K current report with the SEC on September 10, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.2). Copart agreed to acquire ACV Auctions for $10.50 per share in cash, positioning ACV as a wholly owned subsidiary.
Copart 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Copart agreed to acquire ACV Auctions for $10.50 per share in cash, positioning ACV as a wholly owned subsidiary
- Tender offer launches within 5–7 business days and requires more than 50% shareholder participation
- Closing depends on HSR antitrust clearance and customary conditions, without a financing condition
- ACV termination fee $57.7M; Copart reverse termination fee $115.3M for specified regulatory failures
- Support stockholders controlling approximately 4.1% of ACV shares committed to tender their holdings
Item 7.01 · Regulation FD Disclosure
- Copart parent and ACV announced execution of a merger agreement on September 10, 2026
- Investor presentation outlines the offer, merger, and related transactions
- Deal terms and strategic rationale require review of Exhibits 99.1 and 99.2
Item EX-99.1 · Exhibit EX-99.2
- Copart agreed to acquire ACV for $10.50 per share in cash, implying approximately $1.9 billion equity value
- Premiums of approximately 45% to ACV’s unaffected price and 41% to its 30-day volume-weighted average price
- Strategic expansion into dealer-to-dealer wholesale remarketing, complementing Copart’s salvage and international resale operations
- Copart expects earnings-per-share neutrality in the first full ownership year and accretion in fiscal 2028 and beyond
- Cash-funded transaction targeted for completion by calendar year-end 2026, subject to majority tender and antitrust clearance
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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