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What changed in ACV Auctions Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of ACV Auctions Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+194 added−204 removedSource: 10-K (2025-02-19) vs 10-K (2024-02-21)

Top changes in ACV Auctions Inc.'s 2024 10-K

194 paragraphs added · 204 removed · 163 edited across 3 sections

Item 1. Business

Business — how the company describes what it does

38 edited+6 added−4 removed55 unchanged
Biggest changeAs we reach greater scale and higher levels of density in a territory, we typically experience lower inspection cost per vehicle and better overall economics per transaction. Mission-Driven Culture and Proven Team. We believe the happiness of our teammates leads to successful business operations, and comes from learning and engaging in fulfilling work, which results in ample professional growth opportunities.
Biggest changeAttractive Territory Economics. As our territories mature and scale, territory-level economics tend to improve driven by more cost-efficient operations and greater customer affinity for our offerings. As we reach greater scale and higher levels of density in a territory, we typically experience lower inspection cost per vehicle and better overall economics per transaction. Mission-Driven Culture and Proven Team.
We are continuously building an exceptional culture that strives to drive engagement, exceed expectations, and directly impact company success. We have a proven leadership team composed of seasoned executives with demonstrated track records of scaling businesses, as well as business leaders from across auto, consumer, and marketplace businesses.
We are continuously building an exceptional culture that strives to drive engagement, exceed expectations, and directly impact company success. We have a proven leadership team composed of seasoned executives with demonstrated track records of scaling businesses, as well as business leaders from across auto, consumer, and marketplace and technology businesses.
We believe our approach instills more confidence for our customers to transact digitally and we enable transactions that may not have happened in the traditional auction process. Industry Leading Marketplace Platform with Significant Scale . The power of our marketplace platform is evidenced through our scale and growth.
We believe our approach instills more confidence for our customers to transact digitally and we enable transactions that may not have happened in the traditional physical auction process. Industry Leading Marketplace Platform with Significant Scale . The power of our marketplace platform is evidenced through our scale and growth.
Once the transaction is finalized, dealers will receive a confirmation email and have access to status reports on MyACV to follow the vehicle on its journey to its new dealer. • ACV Capital . We offer short-term inventory financing (otherwise known as floorplan loans) for buyers to purchase vehicles on our digital marketplace.
Once the transaction is finalized, dealers will receive a confirmation email and have access to status reports on MyACV to follow the vehicle on its journey to its new dealer. • ACV Capital . We offer short-term inventory financing (otherwise known as floorplan loans) for buyers to purchase vehicles.
We strive to be a great place to work—a place where we welcome innovation, diversity, 11 Table of Contents inclusion, and foster a spirit of community from our corporate headquarters to our teammates in the field. We give our teammates the freedom, tools, resources, and opportunity to build the future—for our company, our customers, and our communities.
We strive to be a great place to work—a place where we welcome innovation, diversity, inclusion, and foster a spirit of community from our corporate headquarters to our teammates in the field. We give our teammates the freedom, tools, resources, and opportunity to build the future—for our company, our customers, and our communities.
We believe the data and technology services enabled by our marketplace platform can bring value to the entire automotive industry and transform both wholesale and retail markets. 6 Table of Contents Our marketplace platform benefits from a virtuous cycle driven by our scaled, digital marketplace and the data and technology we leverage every day.
We believe the data and technology services enabled by our marketplace platform can bring value to the entire automotive industry and transform both wholesale and retail markets. Our marketplace platform benefits from a virtuous cycle driven by our scaled, digital marketplace and the data and technology we leverage every day.
Our leadership team is composed of seasoned executives with demonstrated track records of scaling businesses across auto, consumer, and marketplace companies. 10 Table of Contents Sales Our sales team is responsible for onboarding our dealers and commercial partners and ensuring their success and satisfaction on our marketplace platform.
Our leadership team is composed of seasoned executives with demonstrated track records of scaling businesses across auto, consumer, marketplace and technology companies. Sales Our sales team is responsible for onboarding our dealers and commercial partners and ensuring their success and satisfaction on our marketplace platform.
We believe Go Green's seller assurance service instills more confidence in dealers and commercial partners to transact digitally. 7 Table of Contents Remarketing Centers Our remarketing centers offer expanded value-added services such as vehicle reconditioning and storage to facilitate auction business with commercial partners such as fleet, rental car, and financial consignors.
We believe Go Green's seller assurance service instills more confidence in dealers and commercial partners to transact digitally. Remarketing Centers Our remarketing centers offer expanded value-added services such as vehicle reconditioning and storage to facilitate auction business with commercial partners such as fleet, rental car, and financial sector consignors.
This is a portable, lightweight, drive-over solution utilizing mobile device technology that can be operated by a single inspector in a matter of minutes. Virtual Lift elevates the level of trust and transparency on our digital marketplace by providing a digital look into a vehicle’s undercarriage. 8 Table of Contents • Apex.
This is a portable, lightweight, drive-over solution utilizing mobile device technology that can be operated by a single inspector in a matter of minutes. Virtual Lift elevates the level of trust and transparency on our digital marketplace by providing a digital look into a vehicle’s undercarriage. • Apex. Apex is a proprietary wireless suite of data-gathering sensors.
As of December 31, 2023, we had over 2,170 teammates, including our more than 740 highly sophisticated VCIs that help support our relationships with our customers nationwide.
As of December 31, 2024, we had over 2,900 teammates, including our more than 780 highly sophisticated VCIs that help support our relationships with our customers nationwide.
Further, our references to website URLs are intended to be inactive textual references only. 13 Table of Contents
Further, our references to website URLs are intended to be inactive textual references only.
We provide transaction data and condition reports for comparable used vehicles, including pricing data from third-party sources. With a full picture of how previous vehicle sales have performed, our ACV Market Report gives dealers another tool to determine pricing and valuation strategies for used vehicles.
With a full picture of how previous vehicle sales have performed, our ACV Market Report gives dealers another tool to determine pricing and valuation strategies for used vehicles.
Human Capital and Culture We believe the development and empowerment of our people is critical to our ability to deliver differentiated solutions to our customers.
We also compete with a number of smaller digital marketplace companies. Human Capital and Culture We believe the development and empowerment of our people is critical to our ability to deliver differentiated solutions to our customers.
Through live appraisals, we enabled dealers to quickly assess the value of potential trade-in vehicles from consumers. • Programmatic Buying. Programmatic buying, driven by data from our industry-leading condition reports, allows our customers with their own technology platforms to integrate directly with ACV's real-time APIs to receive vehicle notifications and generate bids on our marketplace.
Programmatic buying, driven by data from our industry-leading condition reports, allows our customers with their own technology platforms to integrate directly with ACV's real-time APIs to receive vehicle notifications and generate bids on our marketplace.
We continue to invest in growth to scale our company responsibly and drive towards profitability. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating and Financial Metrics” for additional information on Marketplace Units, Marketplace GMV, and Adjusted EBITDA.
See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating and Financial Metrics” for additional information on Marketplace Units, Marketplace GMV, and Adjusted EBITDA.
This allows for real-time sharing of a vehicle’s engine sound and combines this data with information and inputs from a host of other sensors, including but not limited to non-audible range acoustics, vibration, atmospheric, VOC, and gyroscopic data.
This application-driven device utilizes a multi-microphone array to capture higher quality engine sound recordings as compared to our previous data-gathering sensor AMP. This allows for real-time sharing of a vehicle’s engine sound and combines this data with information and inputs from a host of other sensors, including but not limited to non-audible range acoustics, vibration, atmospheric, VOC, and gyroscopic data.
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.
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.
Manheim has expanded into online wholesale marketplaces and auctions, and OPENLANE is also competing in the online wholesale auction market. However, we do compete with smaller chains of auctions and independent auctions in the physical market. We also compete with a number of smaller digital marketplace companies.
The physical vehicle auction market in North America is largely consolidated, with Manheim and Adesa serving as large players in the market. Manheim has expanded into online wholesale marketplaces and auctions, and OPENLANE is also competing in the online wholesale auction market. However, we do compete with smaller chains of auctions and independent auctions in the physical market.
Our customer acquisition efforts are strategically aligned to territories or regions that could benefit from dealer development. We are focused on increasing retention and growing wallet share with our customers.
We are focused on building a world-class acquisition engine led by our marketing team and in partnership with our VCIs, business development representatives and account managers. Our customer acquisition efforts are strategically aligned to territories or regions that could benefit from dealer development. We are focused on increasing retention and growing wallet share with our customers.
After onboarding they are assigned a dedicated account manager or territory manager for on-going support. Engagement with our customers is driven by ongoing and regular communications from their account managers or territory managers. Additionally, account managers and territory managers determine appropriate promotions to re-engage buyers and sellers, as well as an incentive for new customers to sign-up and engage.
After onboarding they are assigned a dedicated account manager or territory manager for on-going support. Engagement with our customers is driven by ongoing and regular communications from their account managers or territory managers and VCIs.
Our territory managers also function as sales representatives, particularly in more nascent territories where they develop personal relationships with local dealers. Territory managers support our dealers, building awareness of our brand in the regions in which they operate.
Our territory managers also function as sales representatives, where they develop personal relationships with local dealers. Territory managers support our dealers, building awareness of our brand in the regions in which they operate. Our VCIs serve as a sales support team by building and cultivating relationships with our customers through multiple visits to customers in their territories.
We provide proprietary, vehicle-specific intelligence, including cosmetic and structural vehicle assessments that can be integrated into leading vehicle history report providers. This data helps our dealers and commercial partners buy and sell vehicles and accurately assess and document vehicle condition. Dealers utilize the True360 Report to make wholesale and retail transaction decisions with confidence both on and off our marketplace.
We provide proprietary, vehicle-specific intelligence, including cosmetic and structural vehicle assessments that can be integrated into leading vehicle history report providers. This 7 Table of Conten t s data helps our dealers and commercial partners buy and sell vehicles and accurately assess and document vehicle condition.
Our Government Regulations The industry in which we operate is and will continue to be subject to extensive U.S. federal, state, local, and international laws and regulations. The wholesale, financing and transportation of used vehicles are regulated by the states in which we operate and by the U.S. federal government.
The wholesale, financing and transportation of used vehicles are regulated by the states in which we operate and by the U.S. federal government. These laws can vary significantly from state to state.
Additionally, we represent the successful creation of an entrepreneurial ecosystem in our hometown, and our success enables us to attract some of the best talent in the region and across the country.
We believe the happiness of our teammates leads to successful business operations, and comes from learning and engaging in fulfilling work, which results in ample professional growth opportunities. Additionally, we represent the successful creation of an entrepreneurial ecosystem in our hometown, and our success enables us to attract some of the best talent in the region and across the country.
We are also subject to federal and state laws, such as the Equal Credit Opportunity Act and prohibitions again unfair or deceptive acts or practices.
In addition, we are subject to regulations and laws specifically governing the internet and ecommerce and the collection, storage, processing, transfer and other use of personal information and other customer data. We are also subject to federal and state laws, such as the Equal Credit Opportunity Act and prohibitions again unfair or deceptive acts or practices.
As we continue to grow and offer more comprehensive and efficient services, our customers can further benefit from a more streamlined, simple, and consistent experience across the full used vehicle lifecycle. These reinforcing flywheel effects continuously improve our scaled, digital marketplace, remarketing centers, and data and technology for our customers, resulting in growth for our marketplace platform.
As we continue to grow and offer more comprehensive and efficient services, our customers can further benefit from a more streamlined, simple, and consistent experience across the full used vehicle 6 Table of Conten t s lifecycle.
Our pricing engine utilizes our extensive repository of data to help predict wholesale and retail vehicle valuations at scale, and dealers can price any vehicle anywhere. • Marketplace Enablement • MyACV . We provide an application that serves as our customers’ gateway to our digital marketplace through our mobile app, website, or directly leveraging our APIs.
Our pricing engine utilizes our extensive repository of data to help predict wholesale and retail vehicle valuations at scale, and dealers can price any vehicle anywhere. 8 Table of Conten t s • Marketplace Enablement • MyACV .
We offer a comprehensive suite of products and services that help create a seamless experience and remove the friction and pain points associated with the traditional wholesale process. Through services such as ACV Transportation and ACV Capital we help our customers manage the entire transaction journey on our marketplace platform, becoming an integral partner and deepening our relationships with them.
Through services such as ACV Transportation and ACV Capital we help our customers manage the entire transaction journey on our marketplace platform, becoming an integral partner and deepening our relationships with them. 9 Table of Conten t s Growing Technology and Data Moat.
Our VCIs serve as a sales support team by building and cultivating relationships with our customers through multiple weekly visits to customers in their territories. Given the strength of their relationships and frequency of interaction with our dealers, VCIs often double as informal relationship managers and can be a key point of contact for dealers on our digital marketplace.
Given the strength of their relationships and frequency of interaction with our dealers, VCIs often double as informal relationship managers and can be a key point of contact for dealers on our digital marketplace. Marketing We build and cultivate relationships with our dealer and commercial partners, with the goal of providing a streamlined, simple, and consistent experience for our customers.
Growing Technology and Data Moat. Our growing repository of data enables transparent, comprehensive, and accurate vehicle information that our customers can trust, powering more efficient and frictionless vehicle transactions both on and off our marketplace.
Our growing repository of data enables transparent, comprehensive, and accurate vehicle information that our customers can trust, powering more efficient and frictionless vehicle transactions both on and off our marketplace. Through the connection of hundreds of discrete data points collected along the entire used vehicle transaction journey, we improve existing products and react dynamically to our customers’ needs.
In addition, our new programmatic buying user experience SAM (Smart Acquisition Manager) enables any dealer to participate in programmatic buying on our marketplace by creating detailed inventory wish lists with automatic bidding rules to help them source their inventory needs. 9 Table of Contents Key Advantages to our Marketplace Platform Our competitive advantage results from our deep expertise in the used vehicle market, a transparent, digital approach for our dealers and commercial partners, and a comprehensive suite of products and services: Transparent, Digital Approach Unlocks a More Efficient Market .
Key Advantages to our Marketplace Platform Our competitive advantage results from our deep expertise in the used vehicle market, a transparent, digital approach for our dealers and commercial partners, and a comprehensive suite of products and services: Transparent, Digital Approach Unlocks a More Efficient Market .
In 2023, we had 17,121 active Marketplace Buyers and 11,505 active Marketplace Sellers generating $8.8 billion Marketplace GMV, which increased by 18%, 12%, and (2)%, respectively, from the prior year.
In 2024, we had 20,975 active Marketplace Buyers and 14,377 active Marketplace Sellers generating $9.5 billion Marketplace GMV, which changed by 23%, 25%, and 8%, respectively, from the prior year.
Marketing We build and cultivate relationships with our dealer and commercial partners, with the goal of providing a streamlined, simple, and consistent experience for our customers. Marketing campaigns and promotions are used throughout the transaction journey to guide the customer through the funnel, cross-sell offerings and ultimately reach their full volume potential with ACV.
Marketing campaigns and promotions are used throughout the transaction journey to guide the customer through the funnel, cross-sell offerings and ultimately reach their full volume potential with ACV. Our marketing initiatives aim to drive brand awareness, incentivize our existing partners to remain engaged and active in our marketplace, and attract new dealers and commercial partners to our marketplace platform.
Investments in our technology platform have unlocked process workflow optimization and automation for pre- and post-auction services. Our configurable and integrated services support payment processing, risk management, processing of titles by a dedicated ACV team or automated through machine learning, arbitration, and transportation services. • Live Appraisal.
Our configurable and integrated services support payment processing, risk management, processing of titles by a dedicated ACV team or automated through machine learning, arbitration, and transportation services. • Live Appraisal. Through live appraisals, we enable dealers to quickly assess the value of potential trade-in vehicles from consumers. • Programmatic Buying.
Our private marketplace offering powers private sales for dealer groups and commercial partners, permitting the customization of participants, schedule and duration, bidding, purchasing, and pricing rules. Our customers are able to curate and customize their audience, auction schedule and duration, and bid policy, among other items, in a co-branded interface. • Operations Automation .
Our customers are able to curate and customize their audience, auction schedule and duration, and bid policy, among other items, in a co-branded interface. • Operations Automation . Investments in our technology platform have unlocked process workflow optimization and automation for pre- and post-auction services.
The True360 Reports can be used with leading vehicle history report providers, such as CarFax and AutoCheck, to increase transparency. Commercial partners use our detailed and marketable True360 commercial inspection reports to better price and sell their used vehicle inventory. • ACV Market Report .
Dealers utilize the True360 Report to make wholesale and retail transaction decisions with confidence both on and off our marketplace. The True360 Reports can be used with leading vehicle history report providers, such as CarFax and AutoCheck, to increase transparency.
MyACV offers user-friendly product features for our customers including personalization, inventory discovery, bidding, purchasing, finalization of post-sale payment options, and additional services including transportation and financing. Our navigation feature accommodates a constantly increasing list of new capabilities, like the Data Export feature that allows dealers to download won, sold, and saved auction details. • Private Marketplaces .
Our navigation feature accommodates a constantly increasing list of capabilities, like the data export feature that allows dealers to download won, sold, and saved auction details. • Private Marketplaces . Our private marketplace offering powers private sales for dealer groups and commercial partners, permitting the customization of participants, schedule and duration, bidding, purchasing, and pricing rules.
Competition We mainly compete with large, national physical vehicle auction companies, such as Manheim, a subsidiary of Cox Enterprises, Inc., Adesa, a subsidiary of Carvana, and OPENLANE. The physical vehicle auction market in North America is largely consolidated, with Manheim and Adesa serving as large players in the market.
Additionally, account managers and territory managers determine appropriate promotions to re-engage buyers and sellers, as well as an incentive for new customers to sign-up and engage. 10 Table of Conten t s Competition We mainly compete with large, national physical vehicle auction companies, such as Manheim, a subsidiary of Cox Enterprises, Inc., Adesa, a subsidiary of Carvana, and OPENLANE.
Removed
Apex is a proprietary and patent-pending wireless suite of data-gathering sensors. This new application-driven device utilizes a multi-microphone array to capture higher quality engine sound recordings as compared to our previous data-gathering sensor AMP.
Added
These reinforcing flywheel effects continuously improve our scaled, digital marketplace, remarketing centers, and data and technology for our customers, resulting in growth for our marketplace platform. We continue to invest in growth to scale our company responsibly and drive towards profitability.
Removed
Through the connection of hundreds of discrete data points collected along the entire used vehicle transaction journey, we improve existing products and react dynamically to our customers’ needs. Attractive Territory Economics. As our territories mature and scale, territory-level economics tend to improve driven by more cost-efficient operations and greater customer affinity for our offerings.
Added
Commercial partners use our detailed and marketable True360 commercial inspection reports to better price and sell their used vehicle inventory. • ACV Market Report . We provide transaction data and condition reports for comparable used vehicles, including pricing data from third-party sources.
Removed
Our marketing initiatives aim to drive brand awareness, incentivize our existing partners to remain engaged and active in our marketplace, and attract new dealers and commercial partners to our marketplace platform. We are focused on building a world-class acquisition engine led by our marketing team and in partnership with our VCIs, business development representatives and account managers.
Added
We provide an application that serves as our customers’ gateway to our digital marketplace through our mobile app, website, or directly leveraging our APIs. MyACV offers user-friendly product features for our customers including personalization, inventory discovery, bidding, purchasing, finalization of post-sale payment options, and additional services including transportation and financing.
Removed
These laws can vary significantly from state to state. 12 Table of Contents In addition, we are subject to regulations and laws specifically governing the internet and ecommerce and the collection, storage, processing, transfer and other use of personal information and other customer data.
Added
In addition, our programmatic buying user experience SAM (Smart Acquisition Manager) enables any dealer to participate in programmatic buying on our marketplace by creating detailed inventory wish lists with automatic bidding rules to help them source their inventory needs.
Added
We offer a comprehensive suite of products and services that help create a seamless experience and remove the friction and pain points associated with the traditional wholesale process.
Added
Typical seasonality trends may not be observed in periods where other external factors more significantly impact the industry. 11 Table of Conten t s Our Government Regulations The industry in which we operate is and will continue to be subject to extensive U.S. federal, state, local, and international laws and regulations.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

119 edited+25 added−20 removed249 unchanged
Biggest changeFurther, in future periods, our revenue growth could slow, our revenue could decline and/or our financial condition may be adversely impacted for a number of reasons, many of which are outside of our control, including: • the level of demand for our online marketplace and our value-added products and services, including fluctuation in our business; • our ability to retain existing customers, as well as our ability to increase sales of our full platform of products and services to existing customers; • growth rates and variations in the revenue mix of our marketplace and inspection products and services offerings; • differences between buyer and seller vehicle pricing expectations; • the timing and growth of our business, in particular through our hiring of new employees and expansion into additional markets; • changes in our business model; • the introduction of new products and services and enhancement of existing products and services by existing competitors or new entrants into our market, and changes in pricing offered by us or our competitors; • network outages, security breaches, cyber-attacks, fraud, technical difficulties or interruptions, or other similar incidents with respect to our marketplace platform; • changes in the growth rate of the markets in which we compete; • changes in customers’ budgets, including as a result of rising prices, interest rate increases, increases in energy costs and other adverse developments in macroeconomic conditions; • seasonal variations related to sales and marketing and other activities; • our ability to control costs, including our operating expenses; • our ability to recruit, train and retain our inspectors; • the perception of our business and brand among our customer base; • unforeseen litigation and actual or alleged intellectual property infringement, misappropriation or other violation; • fluctuations in our effective tax rate; • fluctuations in the amount of auction float on our balance sheet; • general economic and political conditions, as well as economic conditions specifically affecting the automotive industry; and • natural disasters, weather events, pandemics, or energy or telecommunications failures. 16 Table of Contents Any one of these or other factors discussed elsewhere herein or the cumulative effect of some of these factors may result in fluctuations in our revenue, results of operations, cash flows and financial condition, meaning that quarter-to-quarter comparisons of our revenue, results of operations, cash flows and financial condition may not necessarily be indicative of our future performance or financial condition.
Biggest changeFurther, in future periods, our revenue growth could slow, our revenue could decline and/or our financial condition may be adversely impacted for a number of reasons, many of which are outside of our control, including: • the level of demand for our online marketplace and our value-added products and services, including fluctuation in our business; • our ability to retain existing customers, as well as our ability to increase sales of our full platform of products and services to existing customers; • growth rates and variations in the revenue mix of our marketplace and inspection products and services offerings; • differences between buyer and seller vehicle pricing expectations; • the timing and growth of our business, in particular through our hiring of new employees and expansion into additional markets; • changes in our business model; • the introduction of new products and services and enhancement of existing products and services by existing competitors or new entrants into our market, and changes in pricing offered by us or our competitors; • network outages, security breaches, cyber-attacks, fraud, technical difficulties or interruptions, or other similar incidents with respect to our marketplace platform; • changes in the growth rate of the markets in which we compete; 14 Table of Conten t s • changes in customers’ budgets, including as a result of rising prices, interest rate increases, increases in energy costs and other adverse developments in macroeconomic conditions; • seasonal variations related to sales and marketing and other activities; • our ability to control costs, including our operating expenses and vehicle arbitration costs; • our ability to recruit, train and retain our inspectors; • the perception of our business and brand among our customer base; • unforeseen litigation and actual or alleged intellectual property infringement, misappropriation or other violation; • fluctuations in our effective tax rate; • fluctuations in the amount of auction float on our balance sheet; • general economic and political conditions, as well as economic conditions specifically affecting the automotive industry, including as a result of the actual or threatened imposition of tariffs or other trade measures; and • natural disasters, weather events, pandemics, or energy or telecommunications failures.
These consequences may include: government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing information (including personal information); litigation (including class claims); indemnification obligations; negative publicity, which may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to or alleviate problems; interruptions in our operations (including availability of information); financial loss; and other similar harms.
These consequences may include: government enforcement actions and consequences (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing information (including personal information); litigation (including class claims); indemnification obligations; negative publicity, which may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to or alleviate problems; interruptions in our operations (including availability of information); financial loss; and other similar harms.
Whether merited or not, we, our partners or parties indemnified by us may face claims of infringement, misappropriation or other violation of third-party intellectual property that could interfere with our ability to market, promote and sell our brands, products and services. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties.
Whether merited or not, we, our partners or parties indemnified by us may face claims of infringement, misappropriation or other violation of third-party intellectual property rights that could interfere with our ability to market, promote and sell our brands, products and services. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties.
If dealership consolidated and closures occur in the future, our business may be harmed. Additionally, due to high fragmentation in the dealer industry, a small number of interested parties have significant influence over the industry. These parties include state and national dealership associations, state regulators, car manufacturers, consumer groups, independent dealers, and consolidated dealer groups.
If dealership consolidations and closures occur in the future, our business may be harmed. Additionally, due to high fragmentation in the dealer industry, a small number of interested parties have significant influence over the industry. These parties include state and national dealership associations, state regulators, car manufacturers, consumer groups, independent dealers, and consolidated dealer groups.
Overall growth of our revenue depends on a number of additional factors, including our ability to: • increase the number of customers transacting on or through our marketplace platform, as well as increase the use of our products and services from new or existing customers; • further enhance the quality of our marketplace platform and value-added products and services, introduce high quality new products and services on our marketplace platform, and develop technology related thereto; • price our products and services effectively so that we are able to attract new customers and expand transactions through our existing customers; • effectively grow the size of our workforce to address demand for our products and services over time; • successfully identify and acquire or invest in businesses, products or technologies that we believe could complement or expand our marketplace platform; • successfully achieve our marketing goals and increase awareness of our brand; • successfully compete with our competitors; and • successfully expand into new territories, including in markets outside of the United States.
Overall growth of our revenue depends on a number of additional factors, including our ability to: • increase the number of customers transacting on or through our marketplace platform, as well as increase the use of our products and services from new or existing customers; • further enhance the quality of our marketplace platform and value-added products and services, introduce high quality new products and services on our marketplace platform, and develop technology related thereto; • price our products and services effectively so that we are able to attract new customers and expand transactions through our existing customers; • effectively grow the size of our workforce to address demand for our products and services over time; • successfully identify and acquire or invest in businesses, products or technologies that we believe could complement or expand our marketplace platform; • successfully achieve our marketing goals and increase awareness of our brand; • successfully compete with our competitors; • successfully integrate acquired businesses; and • successfully expand into new territories, including in markets outside of the United States.
We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, including to develop new products or services or further improve existing products and services, expand our geographical footprint, enhance our operating infrastructure, increase our marketing and sales expenditures to improve our brand awareness, and acquire complementary businesses and technologies.
We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, including to develop new products or services or sustain and further improve existing products and services, expand our geographical footprint, enhance our operating infrastructure, increase our marketing and sales expenditures to improve our brand awareness, and acquire complementary businesses and technologies.
Any actual or alleged future fraudulent activity may damage our reputation, or diminish the value of our brand name, either of which could adversely impact our business, results of operations and financial condition. Prospective purchasers of vehicles may choose not to shop online, which would prevent us from growing our business.
Any actual or alleged future fraudulent activity may damage our reputation, or diminish the value of our brand name, either of which could adversely impact our business, results of operations and financial condition. Prospective purchasers of vehicles may choose not to shop online, which could prevent us from growing our business.
In connection with any acquired business, we will need to ensure the security of vehicles and safety of our customers, negotiate favorable lease terms, obtain any necessary permits and licenses, hire, train and retain our personnel, and coordinate with our digital marketplace so as to minimize any internal competition.
In connection with any acquired business, we will need to ensure the security of vehicles and safety of our employees and customers, negotiate favorable lease terms, obtain any necessary permits and licenses, hire, train and retain our personnel, and coordinate with our digital marketplace so as to minimize any internal competition.
For example, we rely on FedEx in order to ship and deliver titles in connection with vehicle sales through our marketplace, and the disruption to FedEx’s service as a result of a natural disaster could have an adverse effect on our business, results of operations and financial conditions.
For example, we rely on FedEx to ship and deliver titles in connection with vehicle sales through our marketplace, and the disruption to FedEx’s service as a result of a natural disaster could have an adverse effect on our business, results of operations and financial conditions.
Risks Related to Government Regulation and Litigation We operate in highly regulated industries and either are or may be subject to a wide range of federal, state and local laws and regulations and our failure to comply with these laws and regulations may force us to change our operations or harm our business.
Risks Related to Government Regulation and Litigation We operate in highly regulated industries and either are or may be subject to a wide range of federal, state, local, and international laws and regulations and our failure to comply with these laws and regulations may force us to change our operations or harm our business.
Consumer purchases of new and used vehicles may also be adversely affected by economic conditions such as employment levels, wage and salary levels, trends in consumer confidence and spending, reductions in consumer net worth, interest rates, inflation, the availability of consumer credit and taxation policies.
Consumer purchases of new and used vehicles may also be adversely affected by economic conditions such as employment levels, wage and salary levels, trends in consumer confidence and spending, reductions in consumer net worth, interest rates, inflation, the availability of consumer credit, tariffs, and taxation policies.
These threats, which are becoming increasingly difficult to detect, are perpetuated by a variety of sources, including traditional computer “hackers,” employees engaging in theft or misuse, organized criminal threat actors, nation-states and nation-state-supported actors.
These threats, which are becoming increasingly difficult to detect, are perpetuated by a variety of sources, including traditional computer “hackers,” employees or contractors engaging in theft or misuse, organized criminal threat actors, nation-states and nation-state-supported actors.
These threats are becoming increasingly prevalent and severe, especially as criminal threat actors leverage artificial intelligence-based technologies and services, and can lead to significant interruptions in our operations, loss of information and income, reputational harm, and diversion of funds.
These threats are becoming increasingly prevalent and severe, especially as criminal threat actors leverage artificial intelligence-based technologies and services, and can lead to significant interruptions in our operations, loss of data, information and income, reputational harm, and diversion of funds.
The federal governmental agencies that regulate our business and have the authority to enforce such regulations and laws against us include the FTC, the U.S. Department of Transportation, the U.S. Occupational Health and Safety Administration, the U.S. Department of Justice, the U.S. Federal Communications Commission and the U.S. Equal Employment Opportunity Commission.
The federal governmental agencies that regulate our business and have the authority to enforce such regulations and laws against us include the FTC, the U.S. Department of Transportation, U.S. Treasury, the U.S. Occupational Health and Safety Administration, the U.S. Department of Justice, the U.S. Federal Communications Commission and the U.S. Equal Employment Opportunity Commission.
Such products, services, and technologies, which are rapidly evolving, include those that use artificial intelligence. We might lack sufficient resources to continue to make the significant investments in information technology to compete with our competitors.
Such products, services, and technologies, which are rapidly evolving, include those that use artificial intelligence. We might lack sufficient resources to continue to make the significant investments in information technology, including artificial intelligence, to compete with our competitors.
These vendors may store or process personal information, payment card information, or other information on our behalf. Security breaches, cyber-attacks and other similar incidents continue to increase, and marketplace platforms such as ours may be subject to such incidents.
These vendors may store or process confidential and personal information, payment card information, or other information on our behalf. Security breaches, cyber-attacks and other similar incidents continue to increase, and marketplace platforms such as ours may be subject to such incidents.
Used vehicle prices may affect the volume of vehicles entered for sale in our marketplace and the demand for those used vehicles, the fee revenue per unit, and our ability to retain customers.
Used vehicle prices may affect the volume of vehicles entered for sale in our marketplace and the demand for those used vehicles, the fee revenue per unit, and our ability to obtain and retain customers.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: • authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our Class A common stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, or our chief executive officer; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; • establish that our board of directors is divided into three classes, with each class serving three-year staggered terms; • prohibit cumulative voting in the election of directors; • provide that our directors may be removed for cause only upon the vote of at least 66 2 ⁄ 3 % of our outstanding shares of voting stock; • provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and • require the approval of our board of directors or the holders of at least 66 2 ⁄ 3 % of our outstanding shares of voting stock to amend our bylaws and certain provisions of our certificate of incorporation.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: • authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our Class A common stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, or our chief executive officer; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; • establish that our board of directors is divided into three classes, with each class serving three-year staggered terms; • prohibit cumulative voting in the election of directors; • provide that our directors may be removed for cause only upon the vote of at least 66 2 ⁄ 3 % of our outstanding shares of voting stock; 35 Table of Conten t s • provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and • require the approval of our board of directors to amend our bylaws and the approval of the holders of at least 66 2 ⁄ 3 % of our outstanding shares of voting stock to amend certain provisions of our certificate of incorporation.
The wholesale sale of used vehicles through our marketplace platform and financing offerings may be subject to state and local licensing requirements.
The wholesale sale of used vehicles through our marketplace platform, financing, and our service offerings may be subject to state and local licensing requirements.
Further, based on shares outstanding as of December 31, 2023, holders of a significant percentage of our capital stock, had rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.
Further, based on shares outstanding as of December 31, 2024, holders of a significant percentage of our capital stock, had rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.
Complaints or negative publicity about our business practices, inspection quality, compliance with applicable laws and regulations, data privacy and security or other aspects of our business, especially on blogs and social media websites, could diminish customer confidence in our marketplace platform and adversely affect our brand, irrespective of their validity.
Complaints or negative publicity about our business practices, inspection quality, compliance with applicable laws and regulations, data privacy and security or other aspects of our business, including on blogs and social media websites, could diminish customer confidence in our marketplace platform and adversely affect our brand, irrespective of their validity.
In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our Class A common stock.
In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive the foregoing to be negative, it could have a material adverse effect on the price of our Class A common stock.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: • any derivative claim or cause of action brought on our behalf; • any claim or cause of action asserting a breach of fiduciary duty; • any claim or cause of action against us arising under the Delaware General Corporation Law; 40 Table of Contents • any claim or cause of action arising under or seeking to interpret our amended and restated certificate of incorporation, or our amended and restated bylaws; and • any claim or cause of action against us that is governed by the internal affairs doctrine.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: • any derivative claim or cause of action brought on our behalf; • any claim or cause of action asserting a breach of fiduciary duty; • any claim or cause of action against us arising under the Delaware General Corporation Law; • any claim or cause of action arising under or seeking to interpret our amended and restated certificate of incorporation, or our amended and restated bylaws; and • any claim or cause of action against us that is governed by the internal affairs doctrine.
There are numerous federal, state, local and international laws, regulations, rules, industry codes of conduct, policies and standards regarding data privacy and security, including the processing of personal information and other data. The regulatory framework for data privacy and security is in considerable flux and evolving rapidly.
There are numerous federal, state, local and international laws, regulations, rules, industry codes of conduct, policies and standards regarding data privacy and security, including the processing of personal information and other data. The regulatory framework for data privacy and security is in considerable flux and continuously evolving.
Other factors that may cause our quarterly results to fluctuate include, without limitation: • our ability to attract new customers; • our ability to generate revenue from our value-added products and services; • changes in the competitive dynamics of our industry; • the regulatory environment; • expenses associated with unforeseen quality issues; • macroeconomic or geopolitical conditions and armed conflicts; 22 Table of Contents • seasonality of the automotive industry; and • litigation or other claims against us.
Other factors that may cause our quarterly results to fluctuate include, without limitation: • our ability to attract new customers; • our ability to generate revenue from our value-added products and services; • changes in the competitive dynamics of our industry; • the regulatory environment; • expenses associated with unforeseen quality issues; • macroeconomic or geopolitical conditions and armed conflicts; • seasonality of the automotive industry; and • litigation or other claims against us.
These factors could adversely affect our revenue and profitability. In addition, we may experience a decrease in demand for used vehicles from buyers due to factors including the lack of availability of consumer credit and declines in consumer spending and consumer confidence.
These factors could adversely affect our revenue and profitability. In addition, we may experience a decrease in demand for used vehicles from buyers due to factors including the pricing of or the lack of availability of consumer credit and declines in consumer spending and consumer confidence.
As a result, we are exposed to risks associated with the transportation industry such as weather, traffic patterns, local and federal regulations, vehicular crashes, gasoline prices, driver shortages and lack of reliability of many independent carriers.
As a result, we are exposed to risks associated with the transportation industry such as weather, traffic patterns, local and federal regulations, vehicular crashes, gasoline prices, driver shortages, unauthorized subcontracting, and lack of reliability of many independent carriers.
If we are not able to maintain, enhance and protect our reputation and brand recognition through the maintenance and protection of trademarks, our business will be harmed. We have certain trademarks that are important to our business, such as the ACV Auctions trademark, the ACV and Auctions logo.
If we are not able to maintain, enhance and protect our reputation and brand recognition through the maintenance and protection of trademarks, our business may be harmed. We have certain trademarks that are important to our business, such as the ACV Auctions trademark and the ACV logo.
We have registered all of the shares of Class A common stock and Class B common stock issuable upon exercise or vesting of outstanding options or RSUs, respectively, or other equity incentives we may grant in the future, for public resale under the Securities Act.
We have registered all of the shares of Class A common stock issuable upon exercise or vesting of outstanding options or RSUs, respectively, or other equity incentives we may grant in the future, for public resale under the Securities Act.
Our business is vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, acts of war, adverse weather events, global pandemics, geopolitical tensions, armed 25 Table of Contents conflicts, acts of terrorism, human errors, infrastructure failures, energy crises and similar events. The third-party systems and operations on which we rely are subject to similar risks.
Our business is vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, acts of war, adverse weather events, global pandemics, geopolitical tensions, armed conflicts, acts of terrorism, human errors, infrastructure failures, energy crises and similar events. The third-party systems and operations on which we rely are subject to similar risks.
The market price of our Class A common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including: • actual or anticipated fluctuations in our results of operations and financial condition; • variance in our financial performance from expectations of securities analysts; • changes in our projected operating and financial results; • announcements by us or our competitors of significant business developments, acquisitions, or new offerings; • announcements or concerns regarding real or perceived quality or health issues with our products or similar products of our competitors; 38 Table of Contents • adoption of new regulations applicable to the industries in which we operate or the expectations concerning future regulatory developments; • our involvement in litigation; • future sales of our Class A common stock by us or our stockholders; • changes in senior management or key personnel; • the trading volume of our Class A common stock; • changes in the anticipated future size and growth rate of our market; and • general economic and market conditions.
The market price of our Class A common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including: • actual or anticipated fluctuations in our results of operations and financial condition; • variance in our financial performance from expectations of securities analysts; • changes in our projected operating and financial results; • announcements by us or our competitors of significant business developments, acquisitions, or new offerings; • announcements or concerns regarding real or perceived quality, performance or capabilities with our products or similar products of our competitors; • adoption of new regulations applicable to the industries in which we operate or the expectations concerning future regulatory developments; • our involvement in litigation; • future sales of our Class A common stock by us or our stockholders; • changes in senior management or key personnel; • the trading volume of our Class A common stock; • changes in the anticipated future size and growth rate of our market; and • general economic and market conditions.
Our actual or perceived failure to comply with such obligations could lead to adverse consequences. 29 Table of Contents In the ordinary course of business, we collect, receive, store, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, share and otherwise process confidential, proprietary and personal information.
Our actual or perceived failure to comply with such obligations could lead to adverse consequences. In the ordinary course of business, we collect, receive, store, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, share and otherwise process confidential, proprietary and personal information.
Our business depends on growing the share of wholesale transactions from existing customers, and the failure to do so would have a material adverse effect on our business, results of operations and financial condition.
Our business depends on growing the share of wholesale transactions from existing customers, and the failure to do so could have a material adverse effect on our business, results of operations and financial condition.
In addition to these laws and regulations, our facilities and business operations are subject to a wide array of federal, state and local laws and regulations relating to occupational health and safety, and other broadly applicable business regulations.
In addition to these laws and regulations, our facilities and business operations are subject to a wide array of federal, state, local, and international laws and regulations relating to occupational health and safety, zoning, and other broadly applicable business regulations.
Any of the foregoing could have a material adverse effect on our business, results of operations and financial condition. 33 Table of Contents Our use of “open source” software could adversely affect our ability to offer our products and services and subject us to possible litigation. We use open source software in connection with our products and services.
Any of the foregoing could have a material adverse effect on our business, results of operations and financial condition. Our use of “open source” software could adversely affect our ability to offer our products and services and subject us to possible litigation. We use open source software in connection with our products and services.
The industry in which we operate is and will continue to be subject to extensive U.S. federal, state, local and international laws and regulations. The wholesale, financing and transportation of used vehicles are regulated by the 34 Table of Contents states in which we operate and by the U.S. federal government. These laws can vary significantly from state to state.
The industry in which we operate is and will continue to be subject to extensive U.S. federal, state, local and international laws and regulations. The wholesale, financing and transportation of used vehicles are regulated by the states in which we operate and by the U.S. federal government. These laws can vary significantly from state to state.
While we have experienced significant revenue growth in recent periods, we are not certain whether or when we will obtain a high enough volume of revenue to sustain or increase our growth or achieve or maintain profitability in the future, particularly in light of recent macroeconomic factors.
While we have experienced significant revenue growth in recent periods, we are not certain whether or when we will obtain a high enough volume of revenue to sustain or increase our growth or achieve or maintain profitability in the future, particularly in light of ongoing macroeconomic and geopolitical factors.
We do not have control over these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, our stock price would be negatively affected.
We do not have control over these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, our stock price could be negatively affected.
Accordingly, holders of our Class A common stock may need to rely on sales of their holdings of Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. It em 1B. Unresolved Staff Comments. None.
Accordingly, holders of our Class A common stock may need to rely on sales of their holdings of Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Item 1B. Unresolved Staff Comments. None.
Our marketplace platform allows for the storage and transmission of our customers’ proprietary or confidential information, which may include personal information or other information. We may use third-party 27 Table of Contents service providers and subprocessors to help us deliver services, including payment services, to our customers.
Our marketplace platform allows for the storage and transmission of our customers’ proprietary or confidential information, which may include personal information or other information. We may use third-party service providers and subprocessors to help us deliver services, including payment services, to our customers.
In particular, we expect that we will continue to expend substantial financial and other resources on: • our online digital marketplace, including systems architecture, scalability, availability, performance and security; • the development of new products and services, as well as investments in further optimizing our existing products and services; • our sales organization, operations teams, and customer support teams to engage our existing and prospective customers, increase usage by existing customers, drive adoption of our products, expand use cases and integrations and support expansion; • acquisitions or strategic investments; • expansion into new territories, including in markets outside of the United States; • increased headcount; and • general administration, including increased legal and accounting expenses associated with being a public company.
In particular, we expect that we will continue to expend substantial financial and other resources on: • our online digital marketplace, including systems architecture, scalability, availability, performance and security; • the development of new products and services, as well as investments in further optimizing our existing products and services; • our sales organization, operations teams, and customer support teams to engage our existing and prospective customers, increase usage by existing customers, drive adoption of our products, expand use cases and integrations and support expansion; • acquisitions or strategic investments, including on post-acquisition investment to develop acquired companies; • expansion into new markets, including in markets outside of the United States; • increased headcount; and • general administration, including increased legal and accounting expenses associated with being a public company.
If the supply of used vehicles coming to the wholesale market declines, our revenue and profitability may be harmed. 19 Table of Contents Our business is sensitive to changes in the prices of used vehicles. Any significant changes in retail prices for new or used vehicles could harm our business.
If the supply of used vehicles coming to the wholesale market declines, our revenue and profitability may be harmed. Our business is sensitive to changes in the prices of used vehicles. Any significant changes in retail prices for new or used vehicles could harm our business.
If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business. We do not intend to pay dividends for the foreseeable future.
If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business. 36 Table of Conten t s We do not intend to pay dividends for the foreseeable future.
Our ability to provide a compelling user experience, both on the web and through mobile devices, is subject to a number of factors, including: • our ability to maintain an attractive marketplace for our customers; • our ability to continue to innovate and introduce products for our marketplace; • our ability to launch new products that are effective and have a high degree of customer engagement, including products that are powered by artificial intelligence; • our ability to maintain the compatibility of our mobile application with operating systems, such as iOS and Android, and with popular mobile devices running such operating systems; and • our ability to access a sufficient amount of data to enable us to provide relevant information to customers, including pricing information and accurate vehicle details which inform our inspection reports.
Our ability to provide a compelling user experience, both on the web and through mobile devices, is subject to a number of factors, including: • our ability to maintain an attractive marketplace for our customers; • our ability to continue to innovate and introduce products for our marketplace; • our ability to launch new products that are effective and have a high degree of customer engagement, including products that are powered by artificial intelligence; • our ability to maintain the compatibility of our mobile application with operating systems, such as iOS and Android, and with popular mobile devices running such operating systems; and • our ability to access the right types of data in sufficient amounts to enable us to provide relevant information to customers, including pricing information which informs our pricing engine and accurate vehicle details which inform our inspection reports.
While our arbitration policy provides that we make no representations or guarantees regarding any vehicles sold through our marketplace, if our inspection reports are found to be inaccurate or otherwise fail to disclose material defects with vehicles, we risk diminished customer confidence in and use of our services.
While our terms of service and arbitration policy provide that we make no representations or guarantees regarding any vehicles sold through our marketplace, if our inspection reports are found to be inaccurate or otherwise fail to disclose material defects with vehicles, we risk diminished customer confidence in and use of our services.
Upon our expansion into international markets, including our operations in France, we and our third-party service providers may be subject to a new range of detailed and complex foreign laws regarding privacy and the processing of personal information and other data, most notably the General Data Protection Act Regulation (“GDPR”).
Upon our expansion into international markets, we and our third-party service providers may be subject to a new range of detailed and complex foreign laws regarding privacy and the processing of personal information and other data, most notably the General Data Protection Act Regulation (“GDPR”).
If material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely basis or help prevent fraud, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause the market price of our common stock to decline.
If material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely basis or help prevent fraud, which could cause our reported financial results to be materially 33 Table of Conten t s misstated and result in the loss of investor confidence or delisting and cause the market price of our common stock to decline.
Consumer purchases in general may decline during recessions, periods of prolonged declines in the equity markets or housing markets and periods when disposable income and perceptions of consumer wealth are lower. Changes to U.S. federal tax policy may negatively affect consumer spending.
Consumer purchases in general may decline during recessions, periods of prolonged declines in the equity markets or housing markets and periods 22 Table of Conten t s when disposable income and perceptions of consumer wealth are lower. Changes to U.S. federal tax policy may negatively affect consumer spending.
Even if our revenue continues to increase, it is possible that our revenue growth rate will decline in the future as a result of a variety of factors, including the maturation of our business, increased competition, changes to technology, a decrease in the growth of our overall market or our failure, for any reason, to continue to take advantage of growth opportunities.
Even if our revenue continues to increase, it is possible that our revenue growth rate will decline in the future as a result of a variety of factors, including the maturation of our business, increased competition, changes to technology, a decrease in the growth of 12 Table of Conten t s our overall market or our failure, for any reason, to continue to take advantage of growth opportunities.
Our net operating loss carryforwards, or NOLs, and certain other tax attributes could expire unused and be unavailable to offset future income tax liabilities because of their limited duration or because of restrictions under U.S. tax law. Our U.S.
Our net operating loss carryforwards, or NOLs, and certain other tax attributes could expire unused and be unavailable to offset future income tax liabilities because of their limited duration or because of restrictions under U.S. tax 32 Table of Conten t s law. Our U.S.
While we have secured registration of several of our trademarks in the United States, and are actively seeking additional registrations in the United States and Canada, it is possible that others may assert senior rights to similar trademarks, in the United States and internationally, and seek to prevent our use and registration of our trademarks in certain jurisdictions.
While we have secured registration of several of our trademarks in the United States, and are actively seeking additional registrations in the United States and Canada, it is possible that others may assert senior rights to similar trademarks, in the United 29 Table of Conten t s States and internationally, and seek to prevent our use and registration of our trademarks in certain jurisdictions.
Future growth and profitability will depend in part on the cost and efficiency of our promotional advertising and marketing programs and related expenditures, including our ability to create greater awareness of our marketplace platform and brand name, to appropriately plan for future expenditures and to drive the promotion of our marketplace platform.
Future growth and profitability will depend in part on the cost and efficiency of our promotional advertising and marketing programs and related expenditures, including our ability to create greater awareness of our marketplace platform and brand name, to appropriately plan for future expenditures and to drive the promotion of 21 Table of Conten t s our marketplace platform.
We are dependent on the supply of used vehicles in the wholesale market, and our 24 Table of Contents financial performance depends, in part, on conditions in the automotive industry.
We are dependent on the supply of used vehicles in the wholesale market, and our financial performance depends, in part, on conditions in the automotive industry.
Our marketplace platform, systems, networks, and physical facilities could also be breached or information could be otherwise compromised due to employee, contractor or customer error, negligence or malfeasance, if, for example, third parties attempt to fraudulently induce our employees, contractors or our customers to disclose information or user names or passwords, or otherwise compromise the security of our marketplace platform, networks, systems and physical facilities.
Our marketplace platform, systems, networks, and physical facilities could also be breached or information could be 25 Table of Conten t s otherwise compromised due to employee, contractor or customer error, negligence or malfeasance, if, for example, third parties fraudulently induce our employees, contractors or our customers to disclose information or user names or passwords, or otherwise compromise the security of our marketplace platform, networks, systems and physical facilities.
Capacity reductions or supply shortages, including as a result of disruptions to supply chains, could depress the number of vehicles coming to the wholesale market in the future and could lead to reduced numbers of vehicles from various suppliers, negatively impacting auction volumes.
Capacity reductions or supply shortages, including as a result of disruptions to supply chains, could depress the number of vehicles coming to the wholesale market in the future and could lead to reduced 17 Table of Conten t s numbers of vehicles from various suppliers, negatively impacting auction volumes.
Sales of a substantial number of shares of our Class A common stock in the public market, or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities.
Sales of a substantial number of shares of our Class A common stock in the public market, or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair our ability to raise 34 Table of Conten t s capital through the sale of additional equity securities.
We commenced operations in 2014. As a result of our limited operating history, our ability to accurately forecast our future results of operations and financial condition is limited and subject to a number of uncertainties, including our ability to plan for and model future growth.
As a result of our limited operating history, our ability to accurately forecast our future results of operations and financial condition is limited and subject to a number of uncertainties, including our ability to plan for and model future growth.
Changes in economic, monetary and fiscal policies in the United States and abroad and fluctuations in exchange rates, as well as ongoing military conflicts, including between Russia and Ukraine and between Israel and Hamas, may have the effect of heightening our exposure to several risks.
Changes in economic, monetary, fiscal and trade policies in the United States and abroad and fluctuations in exchange rates, as well as ongoing military conflicts, including between Russia and Ukraine and the conflicts in the Middle East, may have the effect of heightening our exposure to several risks.
Currently, our marketplace platform consists of our digital marketplace, including our auction and value-added services, ACV Capital and ACV Transportation, and Go Green assurance; remarketing centers; data services, including our True360 and ACV Market reports and ACV MAX inventory software management offerings; and data and technology, including our inspection software.
Currently, our marketplace platform consists of our digital marketplace, including our auction and value-added services, ACV Capital and ACV Transportation, and Go Green assurance; remarketing centers; data services, including our True360 and ACV Market reports and ACV MAX inventory software management offerings; and data and technology, 16 Table of Conten t s including our inspection software.
Our revenue was $481.2 million and $421.5 million for the years ended December 31, 2023 and 2022, respectively. You should not rely on the revenue growth of any prior period as an indication of our future performance.
Our revenue was $637.2 million and $481.2 million for the years ended December 31, 2024 and 2023, respectively. You should not rely on the revenue growth of any prior period as an indication of our future performance.
Additionally, new laws or regulations could be enacted, further complicating our compliance efforts. 30 Table of Contents Any failure or perceived failure by us or third parties we work with to comply with our policies, disclosures and obligations to customers, industry oversight organizations, or other third parties, or applicable data privacy and security laws, regulations, rules, industry codes of conduct, policies, standards or other legal or contractual obligations, may result in, among other things, governmental or regulatory investigations, enforcement actions, regulatory or other fines, orders requiring that we change our practices, criminal compliance orders, claims for damages by affected individuals or litigation or public statements against us by consumer advocacy groups or others, and could cause customers to lose trust in us.
Any failure or perceived failure by us or third parties we work with to comply with our policies, disclosures and obligations to customers, industry oversight organizations, or other third parties, or applicable data privacy and security 27 Table of Conten t s laws, regulations, rules, industry codes of conduct, policies, standards or other legal or contractual obligations, may result in, among other things, governmental or regulatory investigations, enforcement actions, regulatory or other fines, orders requiring that we change our practices, criminal compliance orders, claims for damages by affected individuals or litigation or public statements against us by consumer advocacy groups or others, and could cause customers to lose trust in us.
We are a “large accelerated filer” under the Exchange Act as of December 31, 2022. As a result, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting on an annual basis.
As a “large accelerated filer” under the Exchange Act, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting on an annual basis.
Despite our belief that we are not subject to the licensing requirements of such jurisdictions, regulators of jurisdictions in which our customers reside for which we do not have a dealer or financing license could require that we obtain a license or otherwise comply with various state regulations.
Despite our belief that we are not subject to the licensing requirements of such jurisdictions related to use of our digital marketplace by customers to wholesale used vehicles, regulators of jurisdictions in which our customers reside for which we do not have a dealer or financing license could require that we obtain a license or otherwise comply with various state regulations.
We may be adversely affected by fluctuations in benchmark interest rates because of our 2021 Revolver. 17 Table of Contents Our 2021 Revolver provides for an interest rate, at our option, based on the SOFR or an Alternate Base Rate, plus an applicable margin.
We may be adversely affected by fluctuations in benchmark interest rates because of our 2021 Revolver and Warehouse Facility. Our 2021 Revolver provides for an interest rate, at our option, based on the SOFR or an Alternate Base Rate, plus an applicable margin. Our Warehouse Facility also provides for an interest rate based on SOFR.
Any such 37 Table of Contents issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.
Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline. Our stock price may be volatile, and the value of our Class A common stock may decline.
We may experience significant interruptions to our systems in the future. Interruptions in these systems, whether due to system failures, programming or configuration errors, bugs, vulnerabilities, computer viruses, physical or electronic break-ins or similar events, could affect the availability of our inventory on our marketplace platform and prevent or inhibit the ability of customers to access our marketplace platform.
Interruptions in these systems, whether due to system failures, programming or configuration errors, bugs, vulnerabilities, computer viruses, physical or electronic break-ins or similar events, could affect the availability of our inventory on our marketplace platform and prevent or inhibit the ability of customers to access our marketplace 24 Table of Conten t s platform.
Existing and future regulations and laws could impede the growth of the internet, ecommerce or mobile commerce. These regulations and laws may involve taxes, tariffs, data privacy and security, anti-spam, pricing, content protection, electronic contracts and communications, mobile communications, consumer protection, information reporting requirements, unencumbered internet access to our marketplace platform, the design and operation of websites and internet neutrality.
These regulations and laws may involve taxes, tariffs, data privacy and security, anti-spam, pricing, content protection, electronic contracts and communications, mobile communications, consumer protection, information reporting requirements, artificial intelligence, unencumbered internet access to our marketplace platform, the design and operation of websites and internet neutrality.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, we may be forced to obtain financing on undesirable terms or our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, results of operations and financial condition may be harmed.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, we may be forced to obtain financing on undesirable terms or our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, results of operations and financial condition may be harmed. 15 Table of Conten t s Pursuant to the terms of our outstanding indebtedness, we may be limited in our ability to incur future debt.
While we have previously paid cash dividends on our capital stock, we do not intend to pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors.
We do not intend to pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors.
Costs and expenses could fluctuate in future periods, which could negatively affect our future results of operations.
Costs and 13 Table of Conten t s expenses could fluctuate in future periods, which could negatively affect our future results of operations.
If use of our web and mobile marketplace is not accepted by the dealer industry, our business may be harmed. 26 Table of Contents In addition, if we fail to continue to provide a compelling user experience to our customers, the number of connections between buying and selling dealers facilitated through our marketplace could decline, which in turn could lead dealers to stop listing their inventory in our marketplace or cause buyers to look outside our marketplace platform for their wholesale purchases.
In addition, if we fail to continue to provide a compelling user experience to our customers, the number of connections between buying and selling dealers facilitated through our marketplace could decline, which in turn could lead dealers to stop listing their inventory in our marketplace or cause buyers to look outside our marketplace platform for their wholesale purchases.
Our obligations related to data privacy and security subject to change and subject to differing interpretations and may be costly to comply with, inconsistent between jurisdictions or conflicting with other rules.
Our obligations related to data privacy and security are subject to change and subject to differing interpretations and may be costly to comply with, inconsistent between jurisdictions or conflicting with other rules, and could inhibit our ability to collect, process and store this information.
Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business, results of operations and financial condition Our commercial success depends on our ability to develop and commercialize our products and services and use our internally developed technology without infringing the intellectual property or proprietary rights of third parties.
Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business, results of operations and financial condition.
Our future success also depends on our ability to respond to evolving industry trends, changes in customer requirements and new technologies. If new industry trends take hold, the automotive remarketing industry’s economics could significantly change, and we may need to incur additional costs or otherwise alter our business model to adapt to these changes.
If new industry trends take hold, the automotive remarketing industry’s economics could significantly change, and we may need to incur additional costs or otherwise alter our business model to adapt to these changes.
We generated net losses of $75.3 million and $102.2 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, we had an accumulated deficit of $422.6 million.
We generated net losses of $79.7 million and $75.3 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of $502.3 million.
Our third-party carriers who deliver vehicles to our customers could adversely affect the customer experience if they do not perform to our standards of timeliness and care while handling the vehicles, which may harm our business.
Our third-party carriers who deliver vehicles to our customers could adversely affect the customer experience if they do not perform to our standards of timeliness and care while handling the vehicles, which may harm our business. Our future growth and profitability relies on the effectiveness and efficiency of our sales and marketing efforts, and these efforts may not be successful.
Pursuant to the terms of our outstanding indebtedness, we may be limited in our ability to incur future debt. In August 2021, we entered into a first lien revolving credit facility, or the 2021 Revolver, with JPMorgan Chase Bank, N.A, which provided a $160.0 million senior secured revolving credit facility with a maturity date of August 24, 2026.
In August 2021, we entered into a first lien revolving credit facility, or the 2021 Revolver, with JPMorgan Chase Bank, N.A, which provided a $160 million senior secured revolving credit facility with a maturity date of August 24, 2026.
For example, an erosion of retail demand for new and used vehicles could cause lenders to reduce originations of new loans and leases, and lead to manufacturing capacity reductions by automakers selling vehicles in the United States.
For example, an erosion of retail demand for new and used vehicles including, but not limited to, as a result of the imposition of tariffs and retaliatory actions taken in response thereto, could cause lenders to reduce originations of new loans and leases, and lead to manufacturing capacity reductions by automakers selling vehicles in the United States.
We and our third-party service providers may be subject to a variety of these evolving threats, including but not limited to social-engineering attacks (including through phishing attacks), viruses, denial-of-service attacks (such as credential stuffing), malware installation, server malfunctions, ransomware attacks, supply-chain attacks, software bugs, software or hardware failures, loss of data or other computer assets, adware, telecommunications failures, pandemics, earthquakes, fires, floods, or other similar issues.
We and our third-party service providers may be subject to a variety of these evolving threats, including but not limited to social-engineering attacks (including through phishing attacks), viruses, denial-of-service attacks (such as credential stuffing), malware installation, ransomware attacks, supply-chain attacks, the malicious introduction of software bugs, or attempts to cause hardware failures.
In addition, we may not successfully demonstrate the value of these value-added products and services to customers, and failure to do so would compromise our ability to successfully expand into these additional revenue streams.
In addition, we may not successfully demonstrate the value of these products and services to customers, and failure to do so could compromise our ability to successfully expand into these additional revenue streams. Any of these risks, if realized, may harm our business, results of operations and financial condition.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIf the threat is found to be credible, it is further escalated on an emergency basis to the Chief Legal Officer and Chief Financial Officer. Once a cybersecurity incident is escalated to senior management, other members of management and senior management may be engaged to oversee the assessment, response, recovery, and disclosure efforts relating to such cybersecurity event.
Biggest changeAdditionally, certain cybersecurity events, such as a ransomware attack, will be immediately escalated to the designated members set forth above and the CIO. If the threat is found to be credible, it is further escalated on an emergency basis to the Chief Legal Officer and Chief Financial Officer.
ACV also engages independent third parties to help us assess our internal 41 Table of Contents preparedness, audit our adherence to cybersecurity standards, assist us with risk mitigation activities, such as security assessments and penetration testing, and identify areas for continued focus and improvement.
ACV also engages independent third parties to help us assess our internal preparedness, audit our adherence to cybersecurity standards, assist us with risk mitigation activities, such as security assessments and penetration testing, and identify areas for continued focus and improvement.
Our efforts are led by ACV's Chief Information Officer (“CIO”) who oversees a team of cybersecurity professionals (the “Cybersecurity Department”) dedicated to identifying, assessing, escalating, responding to, and recovering from cybersecurity threats on a day-to-day basis.
Our efforts are led by ACV's Chief Information Officer (“CIO”) with the oversight of our Audit Committee, Chief Legal Officer and Chief Financial Officer, who oversees a team of cybersecurity professionals (the “Cybersecurity Department”) dedicated to identifying, assessing, escalating, responding to, and recovering from cybersecurity threats on a day-to-day basis.
If we fail to comply with our commitments, assurances or other obligations regarding data privacy and security, our reputation may be harmed and we may be exposed to liability; loss of business; and other adverse business consequences.” It em 2. Properties. 42 Table of Contents Our corporate headquarters are located at 640 Ellicott Street, Buffalo, New York.
If we fail to comply with our commitments, assurances or other obligations regarding data privacy and security, our reputation may be harmed and we may be exposed to liability; loss of business; and other adverse business consequences.”
Any incident whose impacts are judged to be potentially material is escalated immediately to a senior management team comprised of at least our CIO, Chief Legal Officer, Chief Operations Officer, and Chief Financial Officer. Additionally, certain cybersecurity events, such as a ransomware attack, will be immediately escalated to the designated members set forth above and the CIO.
Any incident whose impacts are judged to be potentially material is escalated immediately to a senior management team 37 Table of Conten t s comprised of at least our CIO, Chief Legal Officer, Chief Operations Officer, and Chief Financial Officer.
Despite our efforts, we can offer no guarantees that the cybersecurity measures we use will prevent unauthorized or malicious access to ACV systems and information.
Once a cybersecurity incident is escalated to senior management, other members of management and senior management may be engaged to oversee the assessment, response, recovery, and disclosure efforts relating to such cybersecurity event. Despite our efforts, we can offer no guarantees that the cybersecurity measures we use will prevent unauthorized or malicious access to ACV systems and information.
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We lease other offices and facilities around the world, primarily in the United States and Canada . We do not own any real property. We believe that our current facilities are suitable and adequate to meet our current needs, and if we require additional space, we anticipate we will be able to obtain additional suitable facilities. Ite m 3.
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Legal Proceedings. From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.
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We are not presently subject to any pending or threatened litigation that we believe, if determined adversely to us, would individually, or taken together, would reasonably be expected to have a material adverse effect on our business or financial results. It em 4. Mine Safety Disclosures. Not applicable. 43 Table of Contents PART II It em 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Market Information and Holders of Record Our Class A common stock is traded on the Nasdaq Global Select Market, under the symbol "ACVA." Our Class B common stock is not listed or traded on any exchange, but each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock, and is automatically converted upon sale or transfer of one share of Class A common stock.
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As of February 14, 2024, there were 48 holders of record of our Class A common stock and 111 holders of record of our Class B common stock. Certain shares are held in street name and accordingly, the actual number of holders of record is not known or included in the foregoing number.
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This number of holders of record also does not include stockholders whose shares may be held in trust by other entities. Dividend Policy We have never declared or paid any dividends on our Class A common stock or Class B common stock.
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We currently intend to retain all available funds and any future earnings for the operation and expansion of our business. Accordingly, we do not anticipate declaring or paying dividends in the foreseeable future.
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The payment of any future dividends will be at the discretion of our Board of Directors and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements (including any restrictions in our debt arrangements), any limitations on payment of dividends present in any debt agreements, and other factors that our Board of Directors may deem relevant.
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Use of Proceeds The Registration Statement on Form S-1 (File No. 333-253617), for our initial public offering (the "IPO") was declared effective by the SEC on March 23, 2021.
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There has been no material change in the planned use of proceeds from the IPO from that described in the prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on March 24, 2021.
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Recent Sales of Unregistered Securities On February 22, 2022, we issued 620,877 shares of Class A common stock in connection with an acquisition, which are held in escrow.
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The issuance was deemed exempt from registration under the Securities Act pursuant to the exemption provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. On January 30, 2024, we issued 1,280,834 shares of Class A common stock in connection with an acquisition.
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The issuance was deemed exempt from registration under the Securities Act pursuant to the exemption provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. Issuer Purchases of Equity Securities None.
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Stock Performance Graph The graph below shows a comparison, from March 24, 2021 (the date our Class A common stock commenced trading on Nasdaq) through December 31, 2023, of the cumulative total return to stockholders of our Class A common stock relative to the Nasdaq Composite Index and the Nasdaq-100 Technology Sector Index. 44 Table of Contents The graph assumes that $100 was invested in each of our Class A common stock, the Nasdaq Composite Index and the Nasdaq-100 Technology Sector Index at their respective closing prices on March 24, 2021.
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The stock performance shown in the graph represents past performance and should not be considered an indication of future stock performance.
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This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of ACV Auctions Inc. under the Securities Act or the Exchange Act.

Other ACVA 10-K year-over-year comparisons