acva-20260630

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 June 30, 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 August 3, 2026, there were 169,807,980 shares of the registrant's common stock with a par value of $0.001, outstanding.

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		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	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
	Note 1 - Nature of Business and Summary of Significant Accounting Policies	9

	Note 2 - Fair Value Measurement	10
	Note 3 - Accounts Receivable & Allowance for Credit Losses	11
	Note 4 - Guarantees, Commitments and Contingencies	12
	Note 5 - Borrowing	13

	Note 6 - Revenue	13
	Note 7 - Stock-based Compensation	13
	Note 8 - Income Taxes	14
	Note 9 - Net Loss Per Share	15

	Note 10 - Segment Information	15
	Note 11 - Stockholders Equity	16
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35

PART II.	OTHER INFORMATION	36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	39
Signatures		41

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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

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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.

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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 June 30,				Six months ended June 30,
	2026		2025		2026		2025
Revenue:
Marketplace and service revenue	$	189,247	$	175,995	$	371,457	$	341,932
Customer assurance revenue	24,694		17,708		46,676		34,468
Total revenue	213,941		193,703		418,133		376,400
Operating expenses:
Marketplace and service cost of revenue (excluding depreciation & amortization)	85,504		74,319		165,324		143,721
Customer assurance cost of revenue (excluding depreciation & amortization)	21,722		16,909		40,702		30,886
Operations and technology	46,944		45,801		93,414		89,991
Selling, general, and administrative	53,781		52,972		110,019		111,990
Depreciation and amortization	12,036		10,897		23,956		21,438
Total operating expenses	219,987		200,898		433,415		398,026
Loss from operations	(6,046)		(7,195)		(15,282)		(21,626)
Other (expense) income:
Interest income	1,591		2,152		3,285		4,041
Interest expense	(3,221)		(2,286)		(6,041)		(4,196)
Total other (expense) income	(1,630)		(134)		(2,756)		(155)
Loss before income taxes	(7,676)		(7,329)		(18,038)		(21,781)
Provision for (benefit from) income taxes	551		(31)		1,081		334
Net loss	$	(8,227)	$	(7,298)	$	(19,119)	$	(22,115)
Weighted-average shares - basic and diluted	171,038		170,472		172,190		169,415
Net loss per share - basic and diluted	$	(0.05)	$	(0.04)	$	(0.11)	$	(0.13)

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

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ACV AUCTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(in thousands)


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Net loss	$	(8,227)	$	(7,298)	$	(19,119)	$	(22,115)
Other comprehensive loss:
Net unrealized gains on available-for-sale securities	—		46		—		127
Foreign currency translation (loss) gain	(321)		3,121		(1,401)		4,264
Comprehensive loss	$	(8,548)	$	(4,131)	$	(20,520)	$	(17,724)

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

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ACV AUCTIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except per share data)


	June 30, 2026		December 31, 2025
Assets
Current Assets:
Cash and cash equivalents	$	242,259	$	271,497

Trade receivables (net of allowance of $6,128 and $3,828)	216,092		197,225
Finance receivables (net of allowance of $8,513 and $29,026)	191,866		180,486
Other current assets	19,752		24,295
Total current assets	669,969		673,503
Property and equipment (net of accumulated depreciation of $7,855 and $6,589)	14,358		12,852

Goodwill	182,875		183,725
Acquired intangible assets (net of amortization of $45,191 and $40,202)	75,664		81,024
Capitalized software (net of amortization of $84,354 and $67,874)	87,061		81,964
Other assets	49,432		52,543
Total assets	$	1,079,359	$	1,085,611
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	410,113	$	390,830
Accrued payroll	8,841		9,308
Accrued other liabilities	22,669		20,711
Total current liabilities	441,623		420,849
Long-term debt	205,000		190,000
Other long-term liabilities	42,845		45,079
Total liabilities	689,468		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 June 30, 2026 and December 31, 2025, respectively	—		—
Common Stock; $0.001 par value; 2,000,000 shares authorized; 169,123 and 173,179 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively	169		173
Additional paid-in capital	977,360		996,628
Accumulated deficit	(587,575)		(568,456)
Accumulated other comprehensive income	(63)		1,338
Total stockholders' equity	389,891		429,683
Total liabilities and stockholders' equity	$	1,079,359	$	1,085,611

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

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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

Net loss	—	$	—	$	—	$	(8,227)	$	—	$	(8,227)
Other comprehensive income (loss)	—	$	—	$	—	$	—	$	(321)	$	(321)

Repurchase and retirement of Common Stock	(5,993)	$	(6)	$	(50,190)	$	—	$