acva-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-40256

ACV Auctions Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware			47-2415221
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
640 Ellicott Street, #321 Buffalo, New York			14203
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: 800 553-4070

_________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

ACVA

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of April 30, 2026, there were 174,584,894 shares of the registrant's common stock with a par value of $0.001, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Loss	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
	Note 1 - Nature of Business and Summary of Significant Accounting Policies	8

	Note 2 - Fair Value Measurement	9
	Note 3 - Accounts Receivable & Allowance for Doubtful Receivables	10
	Note 4 - Guarantees, Commitments and Contingencies	11
	Note 5 - Borrowing	11

	Note 6 - Revenue	12
	Note 7 - Stock-based Compensation	12
	Note 8 - Income Taxes	13
	Note 9 - Net Loss Per Share	13

	Note 1 0 - Segment Information	13
	N ote 11 - S ubsequent Event	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

PART II.	OTHER INFORMATION	31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	33
Signatures		35

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•our expectations regarding our revenue, operating expenses and other operating results, including our key metrics and our ability to meet previously announced earnings guidance;

•our ability to effectively manage our growth and expand our business;

•our ability to grow the number of participants on our marketplace platform;

•our ability to acquire new customers and successfully retain existing customers and capture a greater share of wholesale transactions from our existing customers;

•our ability to increase usage of our marketplace platform and generate revenue from our value-added services;

•anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;

•our ability to achieve or sustain our profitability;

•future investments in our business, our anticipated capital expenditures and our estimates regarding our capital requirements;

•the costs and success of our marketing efforts, and our ability to promote our brand;

•the effects of macroeconomic and geopolitical conditions on our business;

•our reliance on key personnel and our ability to identify, recruit and retain skilled personnel, especially as we establish new offerings;

•our ability to compete effectively with existing competitors and new market entrants;

•our ability to obtain, maintain, protect and enforce our intellectual property rights and any costs associated therewith;

•our ability to predict, prepare and respond to new kinds of technology innovations, market developments and changing customer needs;

•our ability to expand internationally;

•our ability to identify, complete, and integrate acquisitions that complement and expand our reach and marketplace platform;

•our decision to not declare or pay dividends for the foreseeable future;

•our ability to comply or remain in compliance with laws and regulations that currently apply or become applicable to our business in the United States and other jurisdictions where we elect to do business;

•the growth rates of the markets in which we compete; and

•our expectations with respect to the performance of our floorplan loan business.

You should not rely on forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described under the header “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained herein. The results, events and circumstances reflected in the forward-looking statements may not be

Table of Contents

achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made, and we undertake no obligation to update them to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.

Unless the context otherwise indicates, references in this report to the terms “ACV Auctions,” “ACV,” “the Company,” “we,” “our” and “us” refer to ACV Auctions Inc. and its subsidiaries.

We may announce material business and financial information to our investors using our investor relations website (www.investors.acvauto.com). We therefore encourage investors and others interested in ACV to review the information that we make available on our website, in addition to following our filings with the Securities and Exchange Commission (the "SEC"), webcasts, press releases and conference calls.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

ACV AUCTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)


	Three months ended March 31,
	2026		2025
Revenue:
Marketplace and service revenue	$	182,210	$	165,937
Customer assurance revenue	21,982		16,760
Total revenue	204,192		182,697
Operating expenses:
Marketplace and service cost of revenue (excluding depreciation & amortization)	79,820		69,402
Customer assurance cost of revenue (excluding depreciation & amortization)	18,980		13,977
Operations and technology	46,470		44,190
Selling, general, and administrative	56,238		59,018
Depreciation and amortization	11,920		10,541
Total operating expenses	213,428		197,128
Loss from operations	(9,236)		(14,431)
Other (expense) income:
Interest income	1,694		1,889
Interest expense	(2,820)		(1,910)
Total other (expense) income	(1,126)		(21)
Loss before income taxes	(10,362)		(14,452)
Provision for income taxes	530		365
Net loss	$	(10,892)	$	(14,817)
Weighted-average shares - basic and diluted	173,356		168,347
Net loss per share - basic and diluted	$	(0.06)	$	(0.09)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

ACV AUCTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(in thousands)


	Three months ended March 31,
	2026		2025
Net loss	$	(10,892)	$	(14,817)
Other comprehensive loss:
Net unrealized gains on available-for-sale securities	—		81
Foreign currency translation (loss) gain	(1,080)		1,143
Comprehensive loss	$	(11,972)	$	(13,593)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

ACV AUCTIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except per share data)


	March 31, 2026		December 31, 2025
Assets
Current Assets:
Cash and cash equivalents	$	340,970	$	271,497

Trade receivables (net of allowance of $5,398 and $3,829)	268,867		197,225
Finance receivables (net of allowance of $22,256 and $29,026)	190,432		180,486
Other current assets	24,019		24,295
Total current assets	824,288		673,503
Property and equipment (net of accumulated depreciation of $7,304 and $6,589)	13,654		12,852

Goodwill	183,052		183,725
Acquired intangible assets (net of amortization of $42,642 and $40,202)	78,290		81,024
Capitalized software (net of amortization of $76,085 and $67,874)	84,840		81,964
Other assets	51,257		52,543
Total assets	$	1,235,381	$	1,085,611
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	526,634	$	390,830
Accrued payroll	10,732		9,308
Accrued other liabilities	22,988		20,711
Total current liabilities	560,354		420,849
Long-term debt	200,000		190,000
Other long-term liabilities	44,103		45,079
Total liabilities	804,457		655,928
Commitments and Contingencies (Note 4)
Stockholders' Equity:
Preferred Stock; $0.001 par value; 20,000 shares authorized; 0 and 0 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	—		—
Common Stock; $0.001 par value; 2,000,000 shares authorized; 174,132 and 173,179 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	174		173
Additional paid-in capital	1,009,840		996,628
Accumulated deficit	(579,348)		(568,456)
Accumulated other comprehensive income	258		1,338
Total stockholders' equity	430,924		429,683
Total liabilities and stockholders' equity	$	1,235,381	$	1,085,611

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

ACV AUCTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

(in thousands)


	Common Stock					Accumulated Other Comprehensive Income
	Shares	Par Value		Additional Paid-In Capital				Accumulated Deficit			Total Stockholders' Equity
Balance as of December 31, 2025	173,179	$	173	$	996,628	$	(568,456)		$	1,338	$	429,683

Net loss	—	—		—		(10,892)			—		(10,892)
Other comprehensive loss	—	—		—		—			(1,080)		(1,080)

Stock-based compensation	—	—		15,303		—			—		15,303
Exercise of common stock options	476	1		689		—			—		690
Vesting of restricted stock units	477	—		(2,780)		—			—		(2,780)

Balance as of March 31, 2026	174,132	$	174	$	1,009,840	$	(579,348)		$	258	$	430,924


	Common Stock							Accumulated Other Comprehensive Loss
	Shares	Par Value		Additional Paid-In Capital		Accumulated Deficit				Total Stockholders' Equity
Balance as of December 31, 2024	168,029	$	168	$	944,891	$	(502,315)	$	(2,740)	$	440,004

Net loss	—	—		—		(14,817)		—		(14,817)
Other comprehensive income	—	—		—		—		1,224		1,224
Stock-based compensation	—	—		24,585		—		—		24,585
Exercise of common stock options	1,635	2		380		—		—		382
Vesting of restricted stock units	840	1		(11,809)		—		—		(11,808)


Balance as of March 31, 2025	170,504	$	171	$	958,047	$	(517,132)	$	(1,516)	$	439,570

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

ACV AUCTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Three months ended March 31,
	2026		2025
Cash Flows from Operating Activities
Net loss	$	(10,892)	$	(14,817)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	11,920		10,547
Stock-based compensation expense, net of amounts capitalized	13,464		16,574
Provision for bad debt	5,254		1,603
Other non-cash, net	821		704
Changes in operating assets and liabilities:
Trade receivables	(74,294)		(75,714)
Other operating assets	41		(2,616)
Accounts payable	126,445		122,834
Other operating liabilities	3,751		7,509
Net cash provided by operating activities	76,510		66,624
Cash Flows from Investing Activities
Net increase in finance receivables	(3,363)		(17,276)
Purchases of property and equipment	(1,772)		(1,346)
Capitalization of software costs	(9,663)		(8,731)
Purchases of marketable securities	—		(10,153)
Maturities and redemptions of marketable securities	—		6,638


Net cash used in investing activities	(14,798)		(30,868)
Cash Flows from Financing Activities
Proceeds from long term debt	85,000		100,000
Payments towards long term debt	(75,000)		(56,500)

Proceeds from exercise of stock options	690		382
Payment of RSU tax withholdings in exchange for common shares surrendered by RSU holders	(2,780)		(11,808)

Other financing activities	—		(42)
Net cash provided by financing activities	7,910		32,032
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(149)		32
Net increase in cash, cash equivalents, and restricted cash	69,473		67,820
Cash, cash equivalents, and restricted cash, beginning of period	271,497		224,065
Cash, cash equivalents, and restricted cash, end of period	$	340,970	$	291,885
Supplemental disclosure of cash flow information
Non-cash investing and financing activities:
Stock-based compensation included in capitalized software development costs	$	1,839	$	1,843
Purchase of property and equipment and internal use software in accounts payable	$	1,140	$	1,490

The accompanying notes are an integral part of these condensed consolidated financial statements

Table of Contents

ACV AUCTIONS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Business and Summary of Significant Accounting Policies

Nature of Business – ACV Auctions Inc. (the "Company" or "ACV") operates in one industry segment, providing a wholesale auction marketplace to facilitate business-to-business used vehicle sales between a selling dealership (“Seller”) and a buying dealership (“Buyer”). The marketplace encompasses the digital marketplaces, remarketing centers, data services, and data and technology.

Customers using the marketplace are licensed automotive dealerships or other commercial automotive enterprises. At the election of the customer purchasing a vehicle, the Company can arrange third-party transportation services for the delivery of the purchased vehicle through its wholly owned subsidiary, ACV Transportation LLC ("ACV Transport"). The Company can also provide the customer financing for the purchased vehicle through its wholly owned subsidiary, ACV Capital LLC (“ACV Capital”). ACV also provides data services that offer insights into the condition and value of used vehicles for transactions both on and off the Company's marketplace, which help dealerships, their end customers, and commercial partners make more informed decisions to transact with confidence and efficiency. Customers using data services are licensed automotive dealerships or other commercial automotive enterprises. Services are primarily provided in the United States and certain data services are also provided internationally. Services are supported by the Company’s operations which are primarily in North America and India.

Basis of Consolidation – The condensed consolidated financial statements include the accounts of ACV Auctions Inc. and all of its controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Basis of Preparation – The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). The Company has condensed or omitted certain information and notes normally included in complete annual financial statements prepared in accordance with GAAP. These financial statements have been prepared on the same basis as the Company's annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company's financial information. The unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and accompanying notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 23, 2026 (the "Annual Report"). As of March 31, 2026, there have been no material changes in our significant accounting policies from those that were disclosed in the Annual Report on Form 10-K, unless otherwise discussed below. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Seasonality – The volume of vehicles sold through auctions held on ACV's marketplace platform generally fluctuates from quarter to quarter. This seasonality is caused by several factors, including holidays, weather, the seasonality of the retail market for used vehicles and the timing of federal tax returns, which affects the demand side of the vehicle auction industry. As a result, revenue and operating expenses related to volume will fluctuate accordingly on a quarterly basis. In the fourth quarter, we typically experience lower used vehicle auction volume as well as additional costs associated with the holidays. Seasonally depressed used vehicle auction volume typically continues during the winter months through the beginning of the first quarter. Typical seasonality trends may not be observed in periods where other external factors more significantly impact the industry.

Recent Accounting Pronouncements – The following table provides a description of accounting standards that are not yet adopted that could have an impact to the consolidated financial statements upon adoption.

Table of Contents


Accounting Standard Update	Description	Required date of adoption	Effect on consolidated financial statements


Accounting Standards Not Yet Adopted
Reporting Comprehensive Income—Expense Disaggregation Disclosures (ASU 2024-03)	This guidance enhances the disaggregated disclosure of income statement expenses.	December 31, 2027	The Company is currently evaluating the impact this guidance may have on the consolidated financial statements.
Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06)	This update modernizes the guidance to reflect the software development approaches currently used.	December 31, 2028	The Company is currently evaluating the impact this guidance may have on the consolidated financial statements.
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05)	This update provides a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of an asset when developing reasonable and supportable forecasts as part of estimating expected credit losses	December 31, 2026	The Company is currently evaluating the impact this guidance may have on the consolidated financial statements and whether the Company will adopt this practical expedient.

2. Fair Value Measurement

Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Assets and liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows:

Level 1: Observable inputs such as quoted prices in active markets for identical assets and liabilities.

Level 2: Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3: Unobservable inputs in which there is little or no market data which require the Company to develop its own assumptions.

The Company’s financial instruments primarily consist of cash and cash equivalents, trade and finance accounts receivable and accounts payable. The carrying values of cash and cash equivalents, trade and finance accounts receivable, and accounts payable approximate fair value due to the short-term nature of those instruments. The carrying values of the Company's revolving credit facility and revolving warehouse facility were determined to approximate their fair values due to their duration and variable interest rates that approximate prevailing interest rates as of each reporting period.

Table of Contents

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):


	March 31, 2026
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	180,780	$	—	$	—	$	180,780



Total financial assets	$	180,780	$	—	$	—	$	180,780


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	85,140	$	—	$	—	$	85,140




Total financial assets	$	85,140	$	—	$	—	$	85,140

The Company classifies its highly liquid money market funds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets.

3. Accounts Receivables & Allowance for Credit Losses

The Company maintains an allowance for credit losses that, in management’s judgment, reflects expected credit losses in the portfolio. A provision for credit losses is recorded to adjust the level of the allowance as deemed necessary by management.

Changes in the allowance for credit losses related to trade receivables for the three months ended March 31, 2026 and 2025 were as follows (in thousands):


	Three months ended March 31,
	2026		2025
Beginning balance	$	3,829	$	6,372
Provision for credit losses	2,606		881
Net write-offs
Write-offs	(1,048)		(1,928)
Recoveries	11		175
Net write-offs	(1,037)		(1,753)
Ending balance	$	5,398	$	5,500

Changes in the allowance for credit losses related to finance receivables for the three months ended March 31, 2026 and 2025 were as follows (in thousands):


	Three months ended March 31,
	2026		2025
Beginning balance	$	29,026	$	4,191
Provision for credit losses	2,648		722
Net write-offs
Write-offs	(9,482)		(518)
Recoveries	64		155
Net write-offs	(9,418)		(363)
Ending balance	$	22,256	$	4,550

Table of Contents

On September 10, 2025, Tricolor Holdings, LLC, and certain of its affiliates (collectively, "Tricolor") filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code with the United States Bankruptcy court for the Northern District of Texas. During the quarter ending September 30, 2025, the Company recorded a provision for credit losses for the full amount of the floorplan finance receivables due from Tricolor. Tricolor accounted for $7.6 million of the Company's finance receivable write-offs for the three months ended March 31, 2026.

4. Guarantees, Commitments and Contingencies

The Company provides certain guarantees to sellers in the marketplace in the ordinary course of business, which are accounted for under ASC 460, Guarantees as a general guarantee.

Vehicle Condition Guarantees – Sellers must attach a vehicle condition report in the marketplace for every auction; this vehicle condition report is used by Buyers to inform bid decisions. The Company offers guarantees to Sellers in qualifying situations where the Company performed a vehicle inspection and prepared the vehicle condition report. Sellers pay a fee in exchange for this guarantee. Such guarantees provide Sellers protection from paying remedies to Buyers related to a Buyer’s claim that the vehicle condition report did not accurately portray the condition of the vehicle purchased on the Marketplace. These guarantees provide the Company with the right to retain proceeds from the subsequent liquidation of vehicles covered under the guarantees. The guarantees are typically provided for 10 days after the successful sale of the vehicle on the Marketplace. The fair value of vehicle condition guarantees issued is estimated based on historical results and other qualitative factors. Vehicle condition guarantee revenue is recognized on the earlier of the guarantee expiration date or the guarantee settlement date. The maximum potential payment is the sale price of the vehicle. The total sale price of vehicles for which there was an outstanding guarantee was approximately $350.4 million and approximately $193.2 million at March 31, 2026 and December 31, 2025, respectively. The carrying amount of the liability presented on the Condensed Consolidated Balance Sheets was $2.6 million and $2.1 million at March 31, 2026 and December 31, 2025, respectively.

Price Guarantees – The Company provides Sellers with a price guarantee for vehicles to be sold on the marketplace from time to time. If a vehicle sells below the guaranteed price, the Company is responsible for paying the Seller the difference between the guaranteed price and the final sale price. The term of the guarantee is typically less than one week. No material unsettled price guarantees existed at March 31, 2026 and December 31, 2025.

Litigation – The Company and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings and matters in which claims for monetary damages are asserted. On an on-going basis, management, after consultation with legal counsel, assesses the Company's liabilities and contingencies in connection with such proceedings. For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its condensed consolidated financial statements. To the extent pending or threatened litigation could result in exposure in excess of the recorded liability, the amount of such excess is not currently estimable.

5. Borrowings

There have been no material changes to the Company’s borrowing arrangements since those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2025. Refer to Note 9 to the Company's con solidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for further details regarding our credit facilities and their key terms. As of March 31, 2026, the Company was in compliance with all of its financial covenants and non-financial covenants.

2021 Revolver

As of March 31, 2026 and December 31, 2025, outstanding borrowings under the Company's revolving credit facility (the "2021 Revolver") were $85.0 million and $70.0 million, respectively, and there were outstanding letters of credit issued under the 2021 Revolver in the amount of $3.1 million and $3.1 million, respectively, decreasing the availability under the 2021 Revolver by a corresponding amount. As of March 31, 2026, the interest rate on the outstanding borrowing was 8.50%.

Warehouse Facility

As of March 31, 2026 and December 31, 2025, borrowings under the Company's revolving warehouse facility (the "Warehouse Facility") were $115.0 million and $120.0 million, respectively. As of March 31, 2026, the interest rate on the outstanding borrowing was 6.53%.

Table of Contents

6. Revenue

The following table summarizes the primary components of marketplace and service revenue. This level of disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors (in thousands):


	Three months ended March 31,
	2026		2025
Auction marketplace revenue	$	93,777	$	89,984
Other marketplace revenue	80,351		67,675
Data services revenue	8,082		8,278
Marketplace and service revenue	$	182,210	$	165,937

Contract liabilities represent consideration collected prior to satisfying performance obligations. The Company had $7.7 million and $5.6 million of contract liabilities included in Accrued other liabilities on the Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025, respectively. Revenue recognized for the three months ended March 31, 2026 from amounts included in deferred revenue as of December 31, 2025 was $5.6 million. All of the remaining performance obligations for contracts are expected to be recognized within one year.

7. Stock-Based Compensation

Refer to Note 13 to the C ompan y's consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for further details regarding the Company's equity plans.

The following table summarizes the stock option activity for the three months ended March 31, 2026 (in thousands, except year and per share amounts):


	Number of Options	Weighted- Average Exercise Price Per Share		Intrinsic Value		Weighted- Average Remaining Contractual Term (in years)
Outstanding, December 31, 2025	1,676	$	2.67	$	8,975	2.76
Exercised	(476)	1.46
Forfeited	—	—
Expired	(2)	4.07
Outstanding, March 31, 2026	1,198	$	3.15	$	2,181	3.07
Exercisable, March 31, 2026	1,198	$	3.15	$	2,181	3.07

Table of Contents

The following table summarizes the RSU activity for the three months ended March 31, 2026 (in thousands, except per share amounts):


	Number of RSUs	Weighted- Average Grant-Date Fair Value
Outstanding, December 31, 2025	8,714	$	16.05
Granted	676	7.92
Vested	(784)	15.57
Forfeited	(140)	15.43
Outstanding, March 31, 2026	8,466	$	15.45

The compensation expense related to the unvested portion of restricted stock units was approximately $106.6 million at March 31, 2026. The unvested portion of compensation expense for restricted stock units is expected to be recognized over a weighted-average period of 2.3 years.

8. Income Taxes

The Company had effective tax rates of approximately (5)% and (3)% for the three months ended March 31, 2026 and 2025, respectively. The principal differences between the federal statutory rate and the effective tax rates are related to state taxes, foreign taxes and credits, and the non-recognition of tax benefits for certain entities in a loss position for which a full valuation allowance has been recorded.

9. Net Loss Per Share

The numerators and denominators of the basic and diluted net loss per share computations for the Company's common stock are calculated as follows for the three months ended March 31, 2026 and 2025 (in thousands, except per share data):


	Three months ended March 31,
	2026		2025
Numerator:
Net loss attributable to common stockholders	$	(10,892)	$	(14,817)
Denominator:
Weighted-average number of shares of common stock - basic and diluted	173,356		168,347
Net loss per share attributable to common stockholders:
Basic and diluted	$	(0.06)	$	(0.09)

The following table presents the total weighted-average number of potentially dilutive shares that were excluded from the computation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the period presented:


	Three months ended March 31,
	2026	2025
Unvested RSUs and other awards	640	2,883
Stock options	774	2,972

10. Segment Information

The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”) and is responsible for reviewing financial information presented on a segment basis for purposes of making operating decisions and assessing financial performance. The CEO reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates in a single reporting segment (the “ACV segment”).

Table of Contents

The ACV segment provides the marketplace to facilitate business-to-business used vehicle sales between a seller and a buyer. Customers using the marketplace are licensed automotive dealerships or other commercial automotive enterprises. At the election of the customer purchasing a vehicle, the Company can arrange third-party transportation services for the delivery of the purchased vehicle through its wholly owned subsidiary, ACV Transportation LLC. The Company can also provide the customer with financing for the purchased vehicle through its wholly owned subsidiary, ACV Capital LLC. ACV also provides data services that offer insights into the condition and value of used vehicles for transactions both on and off the Company's Marketplace. The ACV segment provides a wholesale auction marketplace to dealers and derives its revenues primarily from North America. The CODM assesses performance for the ACV segment and decides how to allocate resources based on net income (loss) that also is reported on the consolidated statement of operations as consolidated net income (loss). The CODM uses net income (loss) in budget versus actual analysis to measure performance and as a key input to make resource investment and management compensation decisions.

The following is the information used by the CODM in assessing segment performance:


	Three Months ended March 31,
	2026		2025
Revenue	$	204,192	$	182,697
Less:
Marketplace and service cost of revenue (excluding depreciation & amortization)	79,820		69,402
Customer assurance cost of revenue (excluding depreciation & amortization)	18,980		13,977
Marketplace operations	30,623		29,612
Technology and development	15,847		14,578
Sales and marketing	25,922		27,737
General and administrative	30,316		31,281
Depreciation and amortization	11,920		10,541
Total operating expenses	213,428		197,128
Loss from operations	(9,236)		(14,431)
Interest income	1,694		1,889
Interest expense	(2,820)		(1,910)
Provision for income taxes	530		365
Segment net loss	$	(10,892)	$	(14,817)

For the three months ended March 31, 2026 and 2025, revenue outside of the United States, based on the billing address of the customer, was not material. As of March 31, 2026 and December 31, 2025, long-lived assets located outside of the United States were not material.

11. Subsequent event

On May 5, 2026 the Company's Board of Directors authorized up to $100.0 million for share repurchases.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" relating to our financial condition and results of operations for the year ended December 31, 2025 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission, or SEC, on February 23, 2026, or the Annual Report. Some of the information contained in this discussion and analysis, including information with respect to our financial condition or results of operations, business strategy and plans and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Form 10-Q. You should review the “Risk Factors” section of our Annual Report for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Our mission is to build and enable the most trusted and efficient marketplace platform for buying and selling used vehicles with transparency and comprehensive data that was previously unimaginable.

We provide a highly efficient and vibrant marketplace platform for wholesale vehicle transactions and data services that offer transparent and accurate vehicle information to our customers. Our marketplace platform leverages data insights and technology to power our digital marketplace and data services, enabling our dealers and commercial partners to buy, sell, and value vehicles with confidence and efficiency. We strive to solve the challenges that the used automotive industry has faced for generations and provide powerful technology-enabled capabilities to our dealers and commercial partners who fulfill a critical role in the automotive ecosystem. We help dealers source and manage inventory and accurately price their vehicles as well as process payments, transfer titles, manage arbitrations, and finance and transport vehicles. Our marketplace platform encompasses:

•Digital Marketplace. Connects buyers and sellers of wholesale vehicles in an intuitive and efficient manner. Our core digital marketplace offerings are auctions in varying formats, which facilitate real time transactions of wholesale vehicles, and are accessible across multiple platforms including mobile apps, desktop, and directly through API integration. We also offer transportation, financing and assurance services to facilitate the entire transaction journey.

•Remarketing Centers. Provides an additional channel to provide dealers and commercial partners with auction services. At remarketing centers, vehicles may be auctioned onsite and/or launched into the digital marketplace. Additional services are offered at remarketing centers that are important to servicing commercial partners.

•Data Services. Offers insights into the condition and value of used vehicles for transactions both on and off our marketplace and helps dealers, their end consumers, and commercial partners make more informed decisions and transact with confidence and efficiency. We enable dealers to manage their inventory and set pricing more effectively while turning vehicles faster and maximizing profit by leveraging predictive analytics informed by artificial intelligence, machine learning and market data.

•Data and Technology. Underpins everything we do, and powers our vehicle inspections, comprehensive vehicle intelligence reports, digital marketplace, inventory management software, and operations automation.

We have historically generated the majority of our revenue from our digital marketplace where we earn auction and ancillary fees from both buyers and sellers in each case only upon a successful auction. Buyer auction fees are variable based on the price of the vehicle, while seller auction fees include a fixed auction fee and an optional fee for the elective condition report associated with the vehicle. We also earn ancillary fees through additional value-added services to buyers and sellers in connection with the auction.

Table of Contents

Our customers include participants on our marketplace platform and purchasers of our data services. Certain dealers and commercial partners purchase data services in connection with vehicle assessments, software subscriptions, and transactions that do not occur on our Marketplace. Our dealer customers include a majority of the top 100 used vehicle dealers in the United States.

Key Operating and Financial Metrics

We regularly monitor a number of operating and financial metrics in order to measure our current performance and estimate our future performance. Our business metrics may be calculated in a manner different than similar business metrics used by other companies.

Three Months ended March 31,

2026

2025

Marketplace Units

213,492

208,025

Marketplace GMV

$2.7 billion

$2.6 billion

Adjusted EBITDA

$17.1 million

$13.9 million

Marketplace Units

Marketplace Units is a key indicator of our potential for growth in Marketplace GMV and revenue. It demonstrates the overall engagement of our customers and our market share of wholesale transactions in the United States. We define Marketplace Units as the number of vehicles transacted within the applicable period. Marketplace Units transacted includes any vehicle that successfully reaches sold status, even if the auction is subsequently unwound, meaning the buyer or seller does not complete the transaction. These instances were immaterial in the periods presented. Marketplace Units exclude vehicles that were inspected by ACV, but not sold. Marketplace Units have generally increased as we have expanded our territory coverage, added new Marketplace Buyers and Marketplace Sellers and increased our share of wholesale transactions from existing customers. Because we only earn auction and ancillary fees in the case of a successful auction, Marketplace Units remain a critical driver of our revenue growth.

Marketplace GMV

Marketplace GMV is primarily driven by the volume and dollar value of Marketplace Units transactions. We believe that Marketplace GMV acts as an indicator of our success, signaling satisfaction of dealers and buyers, and the health, scale, and growth of our business. We define Marketplace GMV as the total dollar value of vehicles transacted within the applicable period, excluding any auction and ancillary fees. Because our definition of Marketplace Units does not include vehicles inspected but not sold, and because the value of the vehicle sold is not recognized as revenue, Marketplace GMV does not represent revenue earned by us. We expect that Marketplace GMV will continue to grow as Marketplace Units grow, though at a varying rate within a given applicable period, as Marketplace GMV is also impacted by the value of each vehicle transacted. In periods of declining used vehicle values, Marketplace GMV may decline even while Marketplace Units increase.

Marketplace Buyers

We define Marketplace Buyers as dealers or commercial partners with a unique customer ID that have transacted at least once in the last 12 months as a buyer on our marketplace platform. Marketplace Buyers include independent and franchise dealers buying on our marketplace.

Marketplace Sellers

We define Marketplace Sellers as dealers or commercial partners with a unique customer ID that have transacted at least once in the last 12 months as a seller on our marketplace platform. Marketplace Sellers include independent and franchise dealers selling on our marketplace, as well as commercial partners, consisting of commercial leasing companies, rental car companies, banks or other finance companies, who use our marketplace to sell their inventory.

We monitor the growth in both Marketplace Buyers and Marketplace Sellers as they each promote a more vibrant and healthy marketplace. We believe that our growth in Marketplace Sellers and Marketplace Buyers over time has been driven by the value proposition of our offerings, and our sales and marketing success, including our ability to attract new

Table of Contents

dealers and commercial partners to our marketplace platform. Based on our current position in the market, we believe that we have significant opportunity to continue to increase the number of Marketplace Buyers and Marketplace Sellers.

Adjusted EBITDA

Adjusted EBITDA is a performance measure that we use to assess our operating performance and the operating leverage in our business. We define Adjusted EBITDA as net income (loss), adjusted to exclude: depreciation and amortization, stock-based compensation expense, interest (income) expense, provision for income taxes, and other one-time, non-recurring items, when applicable, such as acquisition-related and restructuring expenses. We monitor Adjusted EBITDA as a non-GAAP financial measure to supplement the financial information we present in accordance with generally accepted accounting principles, or GAAP, to provide investors with additional information regarding our financial results. For further explanation of the uses and limitations of this measure and a reconciliation of our Adjusted EBITDA to the most directly comparable GAAP measure, net income (loss), please see “—Non-GAAP Financial Measures.”

We expect Adjusted EBITDA to fluctuate in the near term as we continue to invest in our business and improve over the long term as we achieve greater scale in our business and efficiencies in our operating expenses.

Factors Affecting Our Performance

We believe that the growth and future success of our business depend on many factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth, improve our results of operations, and increase profitability.

Increasing Marketplace Units

Increasing Marketplace Units is a key driver of our revenue growth. The transparency, efficiency and vibrancy of our marketplace is critical to our ability to grow our share of wholesale transactions from existing customers and attract new buyers and sellers to our marketplace platform. Failure to increase the number of Marketplace Units would adversely affect our revenue growth, operating results, and the overall health of our marketplace.

Grow Our Share of Wholesale Transactions from Existing Customers

Our success depends in part on our ability to grow our share of wholesale transactions from existing customers, increasing their engagement and spend on our marketplace platform. We remain in the early stages of penetrating our Marketplace Buyers’ and Sellers’ total number of wholesale transactions. As we continue to invest in our trusted and efficient marketplace platform, we expect that we will capture an increasing share of transactions from our existing buyers and sellers. Our ability to increase share from existing customers will depend on a number of factors, including our customers’ satisfaction with our marketplace platform, competition, pricing and overall changes in our customers’ engagement levels.

Add New Marketplace Buyers and Marketplace Sellers

We believe we have a significant opportunity to add new marketplace participants. As we expand our presence within our existing territories, we are able to drive increased liquidity and greater vehicle selection, which in turn improves our ability to attract new Marketplace Buyers and Marketplace Sellers. Additionally, we intend to add more commercial consignors to our marketplace platform and capture a greater share of vehicles in the wholesale market that are sold to dealers by commercial consignors through auctions and private sales.

Our ability to attract new Marketplace Buyers and Marketplace Sellers will depend on a number of factors including: the ability of our sales team to onboard dealers and commercial consignors onto our marketplace platform and ensure their satisfaction, the ability of our territory managers to build awareness of our brand, the ability of our vehicle condition inspectors, or VCIs, to cultivate relationships with our customers in their respective territories, and the effectiveness of our marketing efforts.

Table of Contents

Grow Awareness for Our Offerings and Brand

Wholesale vehicle online penetration is in the early stages, lagging the consumer automotive market, and we expect more dealers and commercial partners to source and manage their inventory online. As the digitization of the wholesale automotive market accelerates, we believe that our digital marketplace is well positioned to capture a disproportionate share of that growth. We use targeted sales and marketing efforts to educate potential Marketplace Buyers and Marketplace Sellers as to the benefits of our offerings and drive adoption of our marketplace platform. Our ability to grow awareness of our offerings and brand depend on a number of factors, including:

•Secure Trusted Supply. The more trusted supply on our marketplace, the more buyers we can attract to our marketplace platform.

•Deepen Relationships with Dealers and Commercial Partners. We have a team of VCIs that regularly interacts with our customers, providing high-quality inspection services and developing strong customer relationships.

•Drive Customer Loyalty. Our loyal customers and referrals serve as a highly effective customer acquisition tool, and help drive our growth in a given territory.

•Grow Brand Awareness. We invest in promoting our brand via targeted marketing spend to increase customer awareness in the territories in which we operate.

Our future success is dependent on our ability to successfully grow our market presence and market and sell products to both new and existing customers.

Grow Value-Added and Data Services

We continue to drive customer adoption of our existing value-added and data services and introduce new and complementary products. Our ability to drive higher attachment rates of existing value-added services, such as ACV Transportation, ACV Capital, and ACV MAX will help grow our revenue. We continue to drive customer adoption of our data services such as our inventory management system, which enables dealers to accurately price wholesale and retail inventory while maximizing profit by leveraging predictive analytics informed by artificial intelligence. These data services enable our customers to make more informed inventory management decisions both on and off our digital marketplace. In addition, we will continue to focus on developing new products and services that enhance our marketplace platform in areas including new data-powered products. Our ability to drive customer adoption of these products and services is dependent on the pricing of our products, the offerings of our competitors and the effectiveness of our marketing efforts.

Investment in Growth

We are actively investing in our business. In order to support our future growth and expanded product offerings, we expect this investment to continue. We anticipate that our operating expenses will increase as we continue to build our sales and marketing efforts, expand our employee base and invest in our technology development. The investments we make in our marketplace platform are designed to grow our revenue opportunity and to improve our operating results in the long term, but these investments could also delay our ability to achieve or sustain profitability in the near term. Our success is dependent on making value-generative investments that support our future growth.

Used Car Demand

Our success depends in part on sufficient demand for used vehicles. Since early 2020 demand for cars has outpaced supply, which was impacted by global vehicle production challenges, and during this period, new car supply had a significant impact on the volume of wholesale vehicles available within our marketplace. More recently, new vehicle supply has begun to increase, although still below historical levels. However, this increase in new vehicle supply has been coupled with higher interest rates which has made both new and used vehicles more expensive for retail consumers utilizing financing. Used car demand will be in part dependent on the economic health of the retail consumer and their ability to afford a vehicle purchase, which may be impacted by macroeconomic and geopolitical conditions, including the impact of changes in trade policies.

Used vehicle sales are also seasonal. Sales typically peak late in the first quarter and early in the second quarter, with the lowest relative level of industry vehicle sales occurring in the fourth quarter. Due to our growth since launch, our sales patterns to date have not been entirely reflective of the general seasonality of the used vehicle market, but we expect this to normalize as our business matures. Seasonality also impacts used vehicle pricing, with used vehicles depreciating

Table of Contents

at a faster rate in the last two quarters of each year and a slower rate in the first two quarters of each year. We may experience seasonal and other fluctuations in our quarterly results of operations, which may not fully reflect the underlying performance of our business. See the section titled “Seasonality” for additional information on the impacts of seasonality on our business.

Components of Results of Operations

Revenue

Marketplace and Service Revenue

We have historically generated the majority of our revenue from our digital marketplace where we earn auction and ancillary fees from both buyers and sellers, in each case only upon a successful auction. Our marketplace and service revenue consists principally of revenue earned from facilitating auctions and arranging for the transportation of vehicles purchased in such auctions.

We act as an agent when facilitating a vehicle auction through the marketplace. Auction and related fees charged to the buyer and seller are reported as revenue on a net basis, excluding the price of the auctioned vehicle in the transaction.

We act as a principal when arranging for the transportation of vehicles purchased on the marketplace and leverage our network of third-party transportation carriers to secure the arrangement. Transportation fees charged to the buyer are reported on a gross basis.

We also generate data services revenue through our True360 reports and ACV MAX inventory management software subscriptions and offer short-term inventory financing to eligible customers purchasing vehicles through the marketplace.

Customer Assurance Revenue

We also generate revenue by providing vehicle condition assurance and price guarantee products to our customers. Our Go Green offering to sellers provides assurance on the condition of certain vehicles sold on the marketplace, which is considered a guarantee under GAAP. This assurance option is only available for Go Green sellers on qualifying vehicles for which we have prepared the vehicle condition report. Our price guarantee products provide sellers with minimum guaranteed sales prices for certain vehicles sold on the marketplace. Customer assurance revenue is measured based upon the fair value of the guarantees that we provide.

Operating Expenses

Marketplace and Service Cost of Revenue

Marketplace and service cost of revenue consists of third-party transportation carrier costs, titles shipping costs, customer support, website hosting costs, inspection costs related to data services and various other costs. These costs include salaries, benefits, bonuses and related stock-based compensation expenses, which we refer to as personnel expenses. We expect our marketplace and service cost of revenue to continue to increase in absolute dollars as we continue to scale our business and introduce new product and service offerings.

Customer Assurance Cost of Revenue

Customer assurance cost of revenue consists of the costs related to satisfying claims against the vehicle condition and price guarantees.

Operations and Technology

Operations and technology expense consists of costs for wholesale auction inspections, personnel costs related to payments and titles processing, transportation processing, product and engineering and other general operations and technology expenses. These costs include personnel-related expenses and other allocated facility and office costs. We expect that our operations and technology expense will increase in absolute dollars as our business grows, particularly as we incur additional costs related to continued investments in our marketplace, transportation capabilities and other technologies.

Table of Contents

Selling, General and Administrative

Selling, general and administrative expense consists of costs resulting from sales, accounting, finance, legal, marketing, human resources, executive, and other administrative activities. These costs include personnel-related expenses, legal and other professional services expenses and other allocated facility and office costs. Also included in selling, general and administrative expense is advertising and marketing costs to promote our services. We expect that our selling, general and administrative expense will increase in absolute dollars as our business grows. However, we expect that our selling, general and administrative expense will decrease as a percentage of our revenue as our revenue grows over the longer term.

Depreciation and Amortization

Depreciation and amortization expense consists of depreciation of fixed assets, and amortization of acquired intangible assets and internal-use software.

Other Income (Expense)

Other income (expense) consists primarily of interest expense on our borrowings and interest earned on our marketable securities and cash and cash equivalents.

Provision for Income Taxes

Provision for income taxes consists of U.S. federal, state and foreign income taxes.

Table of Contents

Results of Operations

The following table sets forth our Condensed Consolidated Statements of Operations data expressed as a percentage of total revenue for the periods presented:


	Three months ended March 31,
	2026				2025
	Amount		% of Revenue		Amount		% of Revenue
	(in thousands)
Revenue:
Marketplace and service revenue	$	182,210	89	%	$	165,937	91	%
Customer assurance revenue	21,982		11	%	16,760		9	%
Total revenue	204,192		100	%	182,697		100	%
Operating expenses:
Marketplace and service cost of revenue (excluding depreciation & amortization) (1)	79,820		39	%	69,402		38	%
Customer assurance cost of revenue (excluding depreciation & amortization)	18,980		9	%	13,977		8	%
Operations and technology (1)(6)	46,470		23	%	44,190		24	%
Selling, general, and administrative (1) (3) (5) (6)	56,238		28	%	59,018		32	%
Depreciation and amortization (2) (4)	11,920		6	%	10,541		6	%
Total operating expenses	213,428				197,128
Loss from operations	(9,236)				(14,431)
Other Income (expense):
Interest income	1,694				1,889
Interest expense	(2,820)				(1,910)
Total other (expense) income	(1,126)				(21)
Loss before income taxes	(10,362)				(14,452)
Provision for (benefit from) income taxes	530				365
Net loss	$	(10,892)			$	(14,817)

Table of Contents


(1) Includes stock-based compensation expense as follows:	Three months ended March 31,
	2026		2025

	(in thousands)
Marketplace and service cost of revenue (excluding depreciation & amortization)	$	197	$	305
Operations and technology	3,452		4,274
Selling, general, and administrative	9,815		11,995
Stock-based compensation expense	$	13,464	$	16,574

(2) Includes acquired intangible asset amortization as follows:	Three months ended March 31,
	2026		2025

	(in thousands)
Depreciation and amortization	$	2,596	$	2,773

(3) Includes litigation-related costs as follows:	Three months ended March 31,
	2026		2025

	(in thousands)
Selling, general, and administrative	$	—	$	1,100

(4) Includes amortization of capitalized stock based compensation as follows:	Three months ended March 31,
	2026		2025

	(in thousands)
Depreciation and amortization	$	1,548	$	1,463

(5) Includes acquisition-related costs as follows:	Three months ended March 31,
	2026		2025

	(in thousands)
Selling, general, and administrative	$	—	$	403

(6) Includes other costs as follows:	Three months ended March 31,
	2026		2025

	(in thousands)
Operations and technology	$	73	$	—
Selling, general, and administrative	537		—
Other costs	$	610	$	—

Comparison of the three months ended March 31, 2026 and 2025

Revenue

Marketplace and Service Revenue


	Three months ended March 31,				$ Change		% Change
	2026		2025
	(in thousands)
Marketplace and service revenue	$	182,210	$	165,937	$	16,273	10	%

The increase was primarily driven by an increase in other marketplace revenue which is earned from providing transportation and financing services. Auction marketplace revenue from our Marketplace Buyers and Marketplace Sellers increased as well. For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, other marketplace revenue increased to $80.4 million from $67.7 million and auction marketplace revenue increased to $93.8 million from $90.0 million. The increase in other marketplace revenue was primarily related to an

Table of Contents

increase in the revenue earned from the transportation of vehicles due to an increase in the number of units transported. The increase in auction marketplace revenue was primarily volume driven. The volume of Marketplace Units sold on the marketplace platform increased to 213,492 for the three months ended March 31, 2026 from 208,025 for the comparable prior year period which is an indicator of increased overall customer engagement. The wholesale automotive industry continues to transition to digital transactions, with an increasing amount of customers transacting digitally versus at physical auction houses. This industry transition, and our position as a leader in the area of digital wholesale automotive auctions, continues to drive more business to our marketplace platform. The average total revenue per Marketplace Unit increased for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to higher buyer rates and customers adding more optional ancillary services to the auction such as transportation services and financing services which resulted in increase to both auction marketplace and other marketplace revenue.

Customer Assurance Revenue


	Three months ended March 31,				$ Change		% Change
	2026		2025
	(in thousands)
Customer assurance revenue	$	21,982	$	16,760	$	5,222	31	%

The increase was primarily driven by an increase in other customer assurance revenue due to an increase in units sold through our price guarantee sales. Other customer assurance revenue increased to $4.8 million for the three months ended March 31, 2026 from $1.8 million for the three months ended March 31, 2025 due to the aforementioned increase in units sold through the guarantee sales. Go Green assurance revenue also increased, driven by an increase in units that elected the Go Green offering. For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, Go Green assurance revenue increased to $17.2 million from $15.0 million.

Operating Expenses

Marketplace and Service Cost of Revenue

Three months ended March 31,

$ Change

SEC Form 10-Q filed by ACV Auctions Inc.