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Greetings. Welcome to the ACV Q2 2026 earnings conference call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to Tim Fox, Vice President of Investor Relations. Thank you, Tim. You may begin.

Good afternoon, and thank you for joining ACB's conference call to discuss our second quarter 2026 financial results. With me on the call today are George Chamone, Chief Executive Officer, and Bill Zarella, Chief Financial Officer. Before we get started, please note that today's comments include forward-looking statements, including statements regarding future financial guidance. These forward-looking statements are subject to risks and uncertainties and involve factors that could cause actual results to differ materially from those expressed or implied by such statements. Discussion of the risks and uncertainties related to our business can be found in our SEC filings and in today's press release, both of which can be found on our investor relations website. During this call, we will discuss both GAAP and non-GAAP financial measures. A reconciliation of GAAP to non-GAAP financial measures is provided in today's earnings materials, which can also be found on our Investor Relations website.

that, let me turn the call over to George. Thanks, Tim. Good afternoon, everyone, and thank you for joining us. We are very pleased with our second quarter performance and execution while facing a challenging market environment. We delivered record revenue with adjusted EBITDA exceeding the high end of guidance. In addition to solid financial results, we made significant progress on our three key objectives. First, we continue to gain market share and expand our dealer partner network to a new record. The combination of increasing our field capacity and penetration of our no-reserve offering contributed to our growth.

Second, we had another strong quarter of performance in ACV transport and ACV capital. along with growing adoption of our value-added dealer solutions. And third, we are gaining traction with our emerging growth initiatives, including very strong demand for ViPR and momentum in the commercial wholesale segment. While macro headwinds cause conversion rates to compress below expectations in June and July, we believe conditions will begin to stabilize and remain committed to delivering double-digit revenue growth and increased adjusted EBITDA while investing in our exciting growth of the economy. objectives. We're confident that executing on this profitable growth strategy will create significant long-term shareholder value. With that, let's turn to a recap of our results on slide four. We delivered another record revenue quarter with growth of 10% despite continuing headwinds in the dealer wholesale market with volumes contracting approximately 6% year over year. And we continue to gain market share, selling 211,000 vehicles in the quarter.

Next, on slide five, we focus on the pillars of our strategy to maximize long-term shareholder value by delivering innovation that is driving growth and scale. We'll begin with growth. On slide seven, I will highlight our growth initiatives in dealer wholesale. As we discussed last quarter, we are investing in additional field capacity to broaden our regional growth performance, which resulted in a record number of dealer visits, inspections, and dealer transacting on our marketplace. We expect that these investments, along with improving conversion rates, will yield accelerated unit growth in the coming quarters. We also continue to leverage machine learning, combining inspection data and market data to provide real-time pricing. Our platform powers ACV guarantees to sellers and delivers no reserve auctions to buyers. offering remains the fastest growing channel on our marketplace that benefits sellers, buyers, and ACV. We're removing seller market risk, accelerating bidder engagement, and increasing buyer satisfaction, while delivering a 100% conversion rate.

We're confident our guaranteed offering will continue to be a key driver of market share gains. Turning to slide eight, let's review our Marketplace service offerings. The transport team had strong execution in Q2 with 19% revenue growth and 125,000 transports delivered. By leveraging AI to optimize transport pricing, we continue to drive strong growth and operating efficiency. And despite the increase in diesel fuel during the quarter, the team executed incredibly well, delivering a transport revenue margin and attach rate that remained in line with our mid-term target. Lastly, our off-platform transport service continues to gain traction from our dealer partners, creating additional growth opportunities. ACB Capital also delivers strong performance, with attached rates reaching a new record in the high teens.

Our expanded go-to-market strategy, new product offerings, and process enhancements to manage portfolio risk resulted in another strong quarter for the ACV Capital team. On slide 9, we highlight how we're further differentiating ACV and creating additional growth opportunities with our suite of AI-driven products. Clearcar and ACV Max are adding tremendous value to our dealer partners and also contributing to our wholesale market share gains. By enabling our dealer partners to optimize inventory and automate vehicle selling and buying, we strengthen their ability to source more vehicles from consumers. As a result, our top 100 Clearcar customers doubled the volume of quarterly wholesale transactions on ACV after launching Clearcar. While Clercar has proven to be a highly effective sourcing tool for our dealer partners, while increasing wholesale volumes on ECV, They're confident that Vypr delivers even more value through a powerful suite of ACV-enabled solutions. We have received very positive feedback during our successful Early Access Beta program. and are pleased that today marks the official launch of commercial availability for Viper.

We are already engaged with half of the top 50 dealer groups in the country. and our pipeline continues to grow. Through ViPR, our industry-leading inspection data and vehicle pricing capabilities enables dealers to unlock consumer vehicle acquisition at scale in the service lane. seamlessly identifies service upsell opportunities. We are also on track to integrate with the leading dealer software vendors to create a truly seamless experience in dealership service lines. We remain on track to grow Vipers' footprint in coming quarters. offering a VyprBundle with Wholesale to create a powerful new lever to drive unit growth and expand our network. In addition, we have also started to leverage ViPR for vehicle inspections at our remarketing centers. While it's still early, we are confident that this solution will be an additional lever to drive improved unit economics. Lastly, as we highlighted in recent quarters, the internal adoption of AI tools across ACV has enabled us to gain meaningful velocity and efficiency.

As such, we have even more confidence in delivering our differentiated product roadmap to support our growth objectives. Next on slide 10, I'll wrap up the growth section with our commercial wholesale strategy. a large adjacent market with both upstream and downstream opportunities. Our team has made significant progress on our software platform, and we believe this new digital model an end-to-end experience will transform commercial vehicle remarketing. Our differentiated offering is attracting large commercial consignors. We recently began remarketing vehicles from a top five fleet consignor. and are in the final stages of securing a second large-scale consignor. We're also integrating with a large captive finance off-lease company and adding another top four rental car consigner to our marketplace. The commercial segment provides another exciting growth lever for and we are confident that we can accelerate wholesale volumes in the coming quarters.

With that, I'll hand over to Bill to take you through our financial results and how we're driving growth at scale.

Thanks, George, and thank you for joining us today. ACV's second quarter results reinforce our commitment to deliver profitable growth while investing to drive dealer wholesale market share gains and to support key growth initiatives. On slide 12, let's begin with a brief recap of our second quarter results. Revenue of $214 million was within our guidance range, grew 10% year over year compared to strong results in Q2 25. Adjusted EBITDA of $21 million exceeded the high end of guidance, reflecting strong unit economics and expense discipline. Finally, non-GAAP net income of $10 million was at the high end of our guidance range. Next, on slide 13, let's review additional revenue details.

Auction and assurance revenue was 55% of total revenue and grew 6% year-over-year against a tough comparison of 20% growth in Q2 2025. This performance reflects approximately flat unit growth in the context of a 6% decline in the dealer wholesale market. Auction and assurance ARPU of $554 grew 6% year-over-year. Marketplace services revenue was 41% of total revenue and grew 17% year-over-year, reflecting continued strong performance for ACV Transport and ACV Capital. Lastly, our SaaS and data services products comprise 4% of total revenue with growth of 3% year-over-year driven by further adoption of the CVMax. Next, I'll review Q2 costs on slide 14. Non-GAAP cost of revenue as a percentage of revenue increased approximately 300 basis points year over year.

The increase was primarily driven by a higher mix of no-reserve sales on our marketplace. As a reminder, no reserve sales typically have modestly higher costs than standard auction sales. However, they drive strong blended conversion rates, improved marketplace liquidity, and importantly, are accretive to adjusted EBITDA. In fact, we delivered record adjusted EBITDA per unit, increasing 11% year-over-year in Q2. Furthermore, our two most profitable regions continue to expand EBITDA per unit with our most profitable region delivering over $300 per unit. Non-GAAP operating expense, excluding cost of revenue as a percentage of revenue, decreased approximately 300 basis points year-over-year. reflecting operating leverage in our model while continuing to invest in key growth initiatives. Moving to slide 15, I'll frame our investment strategy as we drive profitable growth.

In 2026, we expect OPEX growth of approximately 6%, which is a decline from 12% in 2025. As a reminder, our 2026 OPEX includes additional go-to-market spending to support regional growth objectives. Even with these growth investments, adjusted EBITDA margin is expected to increase by approximately 100 basis points year over year. Next, I will highlight our strong capital structure on slide 16. We ended Q2 with $242 million in cash and cash equivalents, and $242 million in cash equivalents. $205 million in debt. Note that our cash balance includes $175 million of marketplace float and reflects the $50 million accelerated share repurchase program we announced last quarter. In terms of operating cash flow, the year-on-year decline for the first half of 2026 was primarily driven by the change in marketplace flow.

The amount of float on our balance sheet will continue to fluctuate meaningfully based on business trends in the final two weeks of each quarter, which has a corresponding impact on operating cash flow. Looking forward, we are expecting to generate positive operating cash flow in the back half of the year, reflecting continued adjusted EBITDA growth and margin expansion. Turning to guidance on slide 17, we are reaffirming our 2026 revenue and adjusted EBITDA guidance, despite uncertain macro economic conditions and our expectation that the dealer wholesale market will begin to stabilize in the back half of this year. Now for the details. Third quarter revenue is expected to be $219 to $225 million, growth of 10 to 13%. Adjusted EBITDA is expected to be 21 to 24 million, reflecting a 10 to 11 percent margin. We continue to expect 2026 revenue of 845 to 855 million, growth of 11 to 13%. Note that full year revenue guidance assumes that our go-to-market investments are expected to drive modestly higher growth in the second half of the year.

We continue to expect 2026 adjusted EBITDA to be 73 to 77 million, growth of approximately 27% year-over-year. We are expecting 2026 cost of revenue as a percentage of revenue to be modestly higher than in 2025, more than offset by OPEX efficiencies. Lastly, we are expecting non-GAAP OpEx excluding cost of revenue to grow approximately 6% year-over-year as we continue to drive further cost optimizations.

And with that, let me turn it back to George. Thanks, Bill. Turning to slide 18, I will summarize. We are pleased with our Q2 execution, delivering record-adjusted EBITDA of $21 million, while navigating through challenging market conditions. we continue to enhance our technology and operating models, ultimately making us more resilient. We are attracting new dealer and commercial partners to our marketplace and expanding our addressable market, which positions ACV for attractive growth as market conditions improve. We are delivering on an exciting product roadmap, powered by ACV AI to further differentiate ACV and drive operating efficiencies. With Vypr now available and our commercial offering ready, we are entering an exciting new phase of growth. We are focused on achieving strong adjusted EBITDA growth and delivering on our mid-term targets that we believe will drive significant shareholder value. committed to achieving these results while building a world-class team to deliver on our goals.

Before we begin the Q&A session, I would like to thank Bill for his partnership and the contributions he's made during his tenure as CFO. He has been instrumental in our evolution, supporting the company through its IPO and scaling ACV into the industry leader we are today. him the best in his next chapter. I'm also very pleased to welcome Tim into his new role of CFO. Tim is exceptionally well-suited, bringing proven financial acumen and a deep understanding of ACV strategy. operations, and growth opportunities. He has played a pivotal role in shaping our financial strategy and communicating our vision to the investment community. We are confident he is the right leader to help advance our strategy to create value for shareholders. turn, I'll turn it over to Tim so he can share closing thoughts.

Thank you, George. Look, I'm very honored to be named CFO and to continue working with you and the ACV leadership team to further propel our growth trajectory and build on a really strong foundation. There's really four key themes that I'd like to stress. One, our business model continues to deliver with adjusted EBITDA. per unit setting a new record in the quarter. Secondly, our new field investments are beginning to pay dividends. If we look at the five emerging regions where we've leaned in mostly on go-to-market capacity, we delivered mid-teens unit growth in the second quarter. It's starting to really pay off. Thirdly, Viper is at an exciting inflection point as we begin to secure commercial agreements and scale production to support strong growth in 2027.

And lastly, our differentiated commercial strategy is gaining real traction with major commercial consignors, and we're confident it will be another meaningful growth driver going forward. And lastly, of course, I'm supported by an incredible team here at ACV and look forward to executing on our strategy. With that, I'll turn the call over to the operator to begin our Q&A session. Thank you.

We will now be conducting a question and answer session. We ask that you please limit yourself to one question and one follow up. If you'd like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions.

Our first question comes from Rajat Gupta with J.T. Morgan. Please go ahead.

Great. Thanks for taking the questions. We wish Bill best of luck and also congratulate him on the appointment. We look forward to working with you more closely. So maybe just on the quarter, it looks like you beat the down number slightly. You're reiterating the FOIA EBITDA guidance, revenue guidance, but OPEX was lowered and I'm curious if you could help understand the moving pieces there and why gross margins are trending lower. if you can help clarify that and have like a quick follow up. Thanks. Trevor, I'll start and then I'll have Tim chime in a little bit more.

So really we're really showing commitment to hitting our EBIT numbers regardless of all the macro challenges, regardless of whatever is going on. We mentioned that that there was a different conversion rates. But even with some of these challenges, you're just seeing strong execution. And we've been really informing our investors that revenue margin has changed a little bit over time, but EBIT is growing. And I think also Bill shared on the call that in our largest regions, we hit all-time highs in EBITDA per unit. So very strong business model. very strong management from an overall OpEx perspective, you are starting to see AI help us become more efficient. So lots of benefits over here, but Tim, any more you wanna chime in? Yes, I think that covers it.

We mentioned revenue margin is compressing a little bit more than we had originally thought.

But the market headwinds really just want to be prudent about our cost structure and continue to drive a focus on the adjusted EBITDA expansion.

Got it. Yes, I just wanted to follow up on that philosophy. I know, George, you know, I had this conversation like a few quarters on an earnings call around this philosophy on EBITDA versus maybe going for growth. We do have a competitor who is scaling pretty rapidly. It's a big dam. Why wouldn't you prefer to accelerate some of the investments around go-to-market to maybe just target growth a little more aggressively? And just on a related point, you know would the company will still be open to partnering uh you know with a strategic partner uh in order to maybe just help accelerate this investment. If that is a philosophy, you know,.

with the perspective of the DOS right now. Thanks. Yes, I think, Rajat, thanks for asking. I think this is going to help clarify. We are hiring pretty maturely on the field from a sales perspective. We have a number of roles open. We've been hiring throughout the year. And Tim shared in his remarks that in a handful of our regions, we really grew well year over year.

So, we look at the overall expense envelope, we will have more salespeople across ACV out in the field selling. You know, probably somewhere in the nature of... Let me see the quick math. 15% to 20% at least more salespeople by the end of the year, maybe even a little bit higher than that. So there will be more people out there selling. There will be more inspectors out there in the market hitting the market. So year over year, you'll see increase in inspectors. You'll see an increase in salespeople. but in other parts of the organization, we've needed a little bit less folks on some of the other roles here.

So what you saw here on our overall expense, We are a lot more efficient leveraging AI. We are a lot more efficient in producing building software. seeing us just be overall leveraging the benefits upscale. So, yes, to your point, we are definitely leaning in more on the sales between now and the end of the year. We do think we will have – our unit number will look better in the back half of the year is sort of our beliefs, and we're out there going to execute on that. On your other point, I think talking about strategic partners and things like that on a public call, I don't think this is the right time for that. But we... Yes, no comment on that. But I would say on these other efforts, we're out there.

We're feeling very good about these incremental investments we're making in the field. If you go to our website right now, you'll see we're out there recruiting for a bunch of roles. And so far, so good.

Understood. Great. Thanks for all the color. Good luck and get back into.

Thank you. Thanks, Ajay. Our next question comes from Bob Labick with CJS Securities. Please go ahead.

Bob, you may begin. Can you hear me? Sorry. Okay. Can you hear me? No, we can't hear you now, Bob. Okay, super. Sorry about that. I'm not in my office, so I'm clearly confused here. Anyway, congrats to Tim and Bill. It's been a real pleasure working with you, so good luck going forward. I appreciate you guys taking the call for my questions. Yes, I wanted to kind of dig in on the last question. last topic we were just talking about, the number of VCIs and territory managers kind of added.

You talked about, you know, by year end you'll have 15 to 20% more of TMs and you'll be adding the inspectors as well. Where do you stand? Walk us through the ramp for these people. Like, how much of the benefit has been seen so far or when does that benefit of this happen? hiring kind of show up in the numbers, not the T&L, not their costs, but in the sales numbers and in the.

units and things like that. Yes, thanks, Bob. I'll try to go a little bit deeper into this since we've had multiple questions. So one is we're doubling down by not only having our traditional territory manager role, but we're also having a lot of We're also adding in very focused sales executives who are just opening up new rooftops. We found that as an additional area of need. As we grow out there in the field, many of our territory managers who are selling 500 to 1,000 cars a month. Well, they end up, at the end of the day, spending a lot of their time farming and a little bit less hunting. across the country opening up some sales roles and we're finding that to be a help. So the role of the territory manager, the role of these new sales executives collectively are getting us more touch points with dealers.

And between the two of them, the expansion of the two, we believe,.

we're going to have a back half of the year that's going to give us the growth that we need. So was there a second question there? Yes, I mean, just to follow up and put the final point, just to reiterate a comment I made towards the end of the pair of remarks. We talked earlier in the year about basically five or six emerging regions that are we needed to get a little bit more field capacity out there, including VCIs. And so what I shared was that in five of these regions where we really leaned in quite a bit on go-to-market investment, we were able to get a little bit more field capacity out there. we had mid-teens grow. Now, granted, some of them are on the smaller side of the region, but some of them are still growing at a really, really nice pace. We had one that grew in the 30s. So I'd say it's starting to show up in certainly some of these emerging regions.

We are clearly expecting it to pick up in the third quarter and then the fourth quarter, as you can imagine, infer from our guidance. So that's really kind of a fact half story and certainly into 27.

Okay, great. And then just as it relates to the VIPER rollout, can you kind of remind us your goal for where you'll end this year with units out there? And then really the bigger point is the acceleration in 27, and if you're set to bring that on, and if there's any goals for the number of units that'll be rolled out in 2021.

Yes, certainly. So the feedback has been tremendous. We mentioned on the call that of the top 50 dealer groups, over 50% of them today are in some type of significant conversation with us or either already ordered Viper or about to order Viper. So we're feeling really good What we said on prior calls is that we are building over 100 of them this year, and we're starting to deploy those units. Some dealer groups have ordered seven, some dealer groups have ordered 20, they're all different sort of stages of ordering Viper. The business model is both a subscription model and also a commitment for wholesale, where they start to commit to the business. to selling some wholesale volume with ACV. So there's sort of two benefits of the business model. Next year, although it's obviously a little early now, but I would say our goals are over 500 units.

I don't know, it could be significantly more than that. But it's still early. I would say it's going to be a big number for us. With the amount of enthusiasm we have right now, I don't know if it could be 1,000 units, who knows. But it's going to be over 500, it's going to be out there, we're going to be, listen to our customers. And if they want us to build a lot of these, which it looks like they do, we're just going to build,.

out there be the leader of the category overnight. Sounds great. Thank you very much.

Thank you, Bob. Our next question comes from Andrew Boone with Citizens. Please go ahead.

Thanks so much for taking the questions. I wanted to talk about macro and just the conversion rate issues that you guys saw in the quarter. Can you unpack that and then just be very specific about kind of the stabilization that you guys talked about for the guidance for the back half? Is that an improvement from current levels or what exactly does stabilization mean? on the commercial opportunity, it would be great to just understand what you guys are seeing today. What is attracting kind of new, large consignors to the marketplace? And what has to take place for this to be a larger portion of the business on a go-forward basis? Thank you.

Yes, first on the price disconnect between sellers and buyers. What was it, 500 basis or 600 basis points? 600 basis points impact on unit growth. Yes, 600 basis points impact. So it was a... why would this happen is, many of you have read that used car values continue to go down. And as these used car values go down, sellers are asking for more than the buyers are willing to pay. But this location is not new to us. We've seen in the past, it's typically temporary. and I'll tell you why we believe it's temporary. Dealers aren't here to collect cars on their lots.

These values are going down. They're paying floor plan fees, and they gotta sell these cars. So we do think there will be a shift back to wholesale and being serious about wholesaling these vehicles. So we feel great about that. good that, you know, we're out there, we're reaching, you all-time highs, the number of dealers we're out inspecting cars with, number of sellers, number of touch points. So we really had the listings number. Um, coming into the last quarter, we would just have a little bit higher conversion rate. We would all then jumping up and down. And this usually corrects itself. Any more, Tim, you wanna add in? Yes, just to emphasize the point about listings, we actually nailed the forecast with listings, which in this kind of market is a real testament to the team,.

growing team out there, the kind of value that we're bringing. We did mention we have record number of sellers and buyers. So that top of funnel momentum has been great and it's very important. You get about a 300 to 350 basis point can traction in the conversion rate for the quarter. Unfortunately, it has a pretty dramatic effect on units. But again, as George said, we've seen this playbook before. It going to be temporary. It's self-correcting over a month or two typically.

And so we do expect the market will be better, certainly from a conversion rate perspective. And from a year-over-year-over-growth perspective, the comps actually get a little bit easier in the back half. So whether they're flat to maybe.

just slightly down, but definitely better than we saw in June was down six. July just came out. That was down eight. Double down on that. That's dealer wholesale. Dealer wholesale, right. Yes, so this is Tim speaking to third-party data from NAAA, which said dealer wholesale was down 8%.

in July. Yes. So I think the direct reflection of that price dislocation out there. But we do certainly expect the market to be at least supportive in the back half and not be a continued headwind like this.

Anything on commercial? Oh, that's right, your other question. Commercial has been very exciting. I should have led with that question. We've had a great few months in commercial. We've got some of the largest fleet companies starting to sell cars. At least two of the big guys are starting to sell cars on our platform, which is very exciting. important vehicles because the buyers love these cars, great diversification of our marketplace. So we've had further momentum in the repo category, further momentum in sales, Across the board, both upstream and downstream.

fretting here Tim. I'd say that we are expecting, to your question about growth, we are expecting commercial volumes to begin to contribute it more meaningfully in the back half, particularly in the fourth quarter. But the software release that Ben-Hur was talking about for too many quarters is now live and out there operationalizing and we're selling cars.

So this really unique integration we've done with AutoIMS, where we can inspect a car upstream at a fleet location, You've heard me talk about assessing what type of reconditioning needs to be done or not with that vehicle. It's a very unique integration we've done. We can now go upstream to a fleet location, inspect the car, not even have to send it downstream. That software now works. We're out there leveraging it for the market. first time over the last, you know, this past period. So we're feeling really good about it. And then also another important milestone is we're opening up our second greenfield, Chicago, over the next 30 days. So we're very excited. As you know, we've opened up one in Houston, and now this one we're opening up in Chicago, Great market opportunity.

Looking forward to expanding both our upstream and downstream opportunities.

Thank you. Our next question comes from Eric Sheridan with Goldman Sachs. Please go ahead.

Thanks for taking the question. I'll echo the thanks to everything for Bill and congrats, Tim, on the new role. Look forward to keep working with you and with the new responsibilities. I'll have to ask a capital allocation question. Bill's gotten too used to me asking it over the years. You've been returning capital, but you're also trying to grow the business and especially the mixed-use business. the value added services. How are you guys thinking about the various return profiles of returning capital against where the stock is today as opposed to the potential return profile that presents itself over maybe a longer duration period of time if you continue to invest in the business and keep driving. some of the key platform initiatives, especially value-added services forward and just how you think about striking that right balance in the years ahead. Thanks so much, guys.

George, you want me to take this one?.

Why don't you start since he asked you and then Tim can chime in. Sure. Yes.

Yes, and thanks, Eric. So, look, we still have a really strong liquidity position. We had about $250 million in the bank at the end of the quarter, and that's after dispersing the $50 million for the ASR, which we're progressing on. So, you know, we're – The way we think about this is we are continuing to invest in the business. We think it's the right level of investment. As George mentioned, we're starting to get – much more efficient on the op-ec side um and that's why we you know we were you know exceeded the high end of our uh ebitda guidance for the quarter you know despite being towards the lower end for revenue so we think we've got the right balance in place um you know the company is continually you know looking to make sure we maximize our investments as needed to drive share gains and unit growth And as Tim said, that is starting to show up in a number of regions where we can already start to see some of that improvement in unit volume. So, I think we've got the right balance today. But at the same time, we made the decision to buy back some stock because we thought the company was undervalued and wanted to take advantage of that.

and put more shares back into the treasury. So I don't know, George or Tim, if you wanna add something to that. No, I think that covers that. Maybe just one point about kind of incremental margins, where obviously the incremental margin profile, even a margin for this year is, basically flattish. That's really reflecting that 10-ish million of investment into the field capacity. You know, you kind of performer that out, incremental margins would have been around 30% from an EBITDA perspective. We do expect to start driving much more material incremental margins heading into 2027.

The A lot of investment being done this year. Viper investment will continue, but plowing a lot of investment there. The commercial software, as George mentioned, is largely complete from an upstream perspective. So we've got a lot of opportunity for leverage in this business going forward.

Appreciate that. Thanks, guys. Thank you. Our next question comes from Chris Pierce with Needham & Company. Please go ahead. Hi.

Hey guys, good afternoon. If I just kind of look at the model, I guess I just want to understand, you know, if we look at marketplace services revenue per unit, I mean, it's very possible I'm doing the math wrong, but it seems like there was a hefty jump up there. Is that just increased transport penetration and increased capital penetration, or was there something else like pricing action within the quarter there? Yes.

Yes, I think one is, Chris, as we've talked about in the past, that we've been very successful in time getting a great take rate for transport, consistently consistent. growing over the years. There's a big reason why to take ACV transport. The buyers not only get a commitment on when vehicles are delivered, is a huge advantage, but also they get additional days for arbitration and other rights. So taking ECB transport has been a great advantage. ECB Capital, we also mentioned on a call that the actual take rate of ECB Capital has gone up. We've done a great job. of both growing ACB Capital from a take rate perspective, but also being disciplined on our approach of really backing the right dealers and having all the right process behind the scenes. So both teams, and one more thing on transport, is ARPU, It did increase in the quarter.

As you know, diesel prices did go up. And, you know, I don't think everyone in the industry – necessarily did as well as we did on being disciplined on how do you handle the price changes and still hitting your margin objectives. But with the use of AI and really an incredible team here, we were able to absorb the challenges that diesel price is changing, make sure we're charging the right amount per move. So I would say all in all, just incredible execution, both on the transport team and the capital team. Great.

Okay, perfect. Thank you. And then the 6% OPEX growth, the new guidance there, should we expect that to... you know, be higher than 2027 because of all these hirings you're making in ops and tech and that's sort of, or SG&A and that this year you're not, you're able to sort of squeeze down expenses because of the hiring that's happened midway through the year and you'll have a larger expense base next year on top of the additional hiring you're doing right now or.

you know, kind of how do you balance that? I think more to come as a new norm, but I would say AI efficiency here is significant and we, we can have a larger sales team, field team, um, while also having additional efficiency across a broader base of ACV. So if you think about in context, there's several thousand teammates here across the board in a lot of different roles. We had several parts of our company that as we've grown, we haven't had to hire additional folks because of the use of technology, because of the leveraging AI. So, Chris, I think more to come, but generally I would say that's, you're starting to see the new norm of a much more... you know, effective company really not needing as much personnel as we're growing.

Okay, and then just one last one, I know we used to talk about the SaaS and data business more and, you know, ACV Max and things like that, but it seems like Vypr is sort of still in the spotlight. Should we think about that inventory management system and sort of helping dealers, you know, what to source, how much to pay for it? Is that still sort of, I mean, I guess, is that less of a priority? Is that a space that's getting more crowded and lead gen players try to get into that space? I just kind of want to take your temperature there.

Chris, I'll answer that in two ways. One, please don't watch the video that Tim posted and the team posted. It's a recent dealer. in the Brooklyn area who has one of the more successful dealerships, like one of these malls where you have a bunch of rooftops. You've got to watch this. And what's fascinating about how he articulates on how and why he's using ClearCar, how and why he's using ACB Max, and then why Viper just doubled down on that more. And when you look at how exciting this is, he talks about how the only way for him to get to his objectives of selling a one-to-one new-to-use ratio is to actually be able to appraise every vehicle. So really listen in to the words he's talking about on this video, how he's leveraging now Vypr to operationalize what he was already using ClearCard for. We also mentioned on the call that our top 100... customers using ClearCar have doubled their wholesale volume in ACV.

So basically, we started to think about why it's a win-win. They're buying more cars from consumers. And if we can get 10 incremental or pick a number of more wholesale cars per month because of this product suite, we've already seen this with Clearcar. So we're very confident that the bundling and the integration of Max, Clearcar, and Viper together offers tremendous value. We have hardware companies we communicate with we compete with, they don't have this benefit. We have software companies we compete with, they don't have this benefit. Unless you have this total package, you can't appraise cars quickly, on the fly, and do the things you're going to hear about in this video.

So we'll kind of keep sharing with investors what we're up to. But if you kind of think about the new ACV, this is not just ACV as a wholesale company, a standalone one-trick shop. out here, this is going to be the leading AI automotive company in the world. That's what we're going for. And when you watch these videos and you hear it from the voice of the customer, you can see that we are way ahead of competition. helping them leverage AI, streamline buying cars out of their service drive, have the right inventory. And at the end of the day, make the right decision. So, yes, we feel very good in where we're at.

Okay. I'm glad I asked. Thank you for that. I appreciate it. And good luck and happy trails, Tim. Happy trails to Bill.

Thanks, Chris. Our next question comes from Navad Khan with B. Reilly Securities. Please go ahead.

Great. Hi. Thank you for taking the question. This is Ryan Powell. I'm for the bed. Wanted to ask a couple on Viper. So first off, congrats on the launch of commercial availability. So of adopting dealers to date, how has usage trended? And, you know, we understand there are multiple benefits outside of just units, but any insight into how many incremental vehicles dealers are acquiring per month, uh, with Viper. And then also second, uh, the share of dealers that are opting for the wholesale commitments versus paying the flat fee. Thank you.

Yes, certainly. So the types of things we're hearing from dealers are, one, and you'll see this in the video, they're going from appraising some of the vehicles that come to their rooftop to appraising all the vehicles. So that's one theme. That's a huge difference. Some of the feedback we've heard are dealers are buying 20 more cars a month. One told us 50 more cars a month. So these are big numbers. If they start acquiring 20, 30, 40, 50 more cars a month from consumers, there's one or two that are saying even bigger numbers. I don't want to put that out in the ecosystem yet because we'll see what the average ends up being. So, one, yes, dealers are buying more cars.

And what else they're seeing is they're also catching potential issues. Some of the other customer testimonials you'll see out there, dealers found issues on the undercarriage and other related issues where they would have bought a car for the wrong amount of money because of issues with the vehicle. So catching issues. Starting to upsell consumers on opportunities within their service department. Like, for example, a car may need tires. They no longer need a human to go around and actually measure the tires. We can automatically detect if the vehicle needs tires. So, starting to do those opportunities.

So, all in all, dealers are seeing this prove out. What they're asking for, which we also mentioned on the call, is better integrations with the third parties. Just to, and what you'll hear is, and what we're hearing directly, is there are a handful of vendors who to run the service department software for the dealers. Those vendors are all key integrations. These are companies like MyKarma, Techion, and others. We have integrations going on with several of these vendors. They don't want Vypr just running independently.

They want it to be seamless and we are in process with just about almost all of the leading software vendors today so getting those done between now and the end of the year will be the key to us seeing many hundreds of these being delivered next year and that's what we're working on.

Thank you. And then I had a follow-up on no reserve sales. I'm not sure if I heard a portion of sales that were guaranteed. I'm wondering if you could quantify that, and then also potential long-term mix. Thank you.

Yes, we grew no reserve quarter over quarter. We've been growing it. What you saw is the overall units that were sold in the no reserve were in the sort of mid 20% range. So growing it well, we see this probably as a long term, somewhere around 30% of our overall units, could be more. range you'll see no reserve continue to go up over the next few years is the thought process here and continue to be a differentiator.

Great. Thanks for the color, George. Sure, of course. Our next question comes from John Babcock with Barclays. Please go ahead.

Hey, thanks for taking my questions. I guess just first of all, are you able to quantify the impact of the higher diesel cost in the quarter, recognizing it was offset by pricing?.

We can follow up with you on that. I'd have to unpack that for you.

Okay. And then second, just on the rental car side of things, because you did talk about adding some or potentially adding some business here i was just wondering how we should think about quantifying that on a go-forward basis um I don't know the extent to which it's meaningful or not meaningful, but any commentary there would be useful.

At this point, first and foremost is we've got agreements with most of the top rental car companies. We're starting to sell units. We're starting to sell units both upstream and downstream. If you look at this as... Step one of the process is live. We're doing these iterations. We're starting to become an app. another strong partner for the rental car companies. But I don't have any numbers to share at this time. But I'm happy that we're getting these agreements in place.

I'm happy we're starting to sell cars with most of the leading rental car companies.

Okay. And then just my last question, I was wondering if you might be able to provide a number around how much you're investing on go-to-market spending this year. I recognize the efficiencies that you're trying to gather through all of this.

on the OPEC side of things, but that might be a useful number, I think, for all of us. Yes, John, think in terms of around 10 million for the full year on various go-to-market roles, including DCIs and some of the sales, roles that George was highlighting earlier. All right. Thank you. Thank you.

Our next question comes from Jeff Flick with Stevens Inc. Please go ahead.

Thank you for taking my question, Bill. Best of luck in your new role, and Tim, congrats very much. I just want to drill down on the conversion issue. You talked about the listings being there, but like a 600-bip spread. I'm just curious if you can kind of – drill into is it the seller that's pricing too high, the buyer being a little stingy, and to the extent units don't sell and you had a listing, You know, presumably if it's not selling in your marketplace at that price, it's probably not going to sell in anyone else's. But where are these units going? Are you able to track it to maybe, you know, help you out with –.

how to fix the conversion issue? Yes, Jeff, we have ACV Max, which is a subset of dealers. So we see how many cars dealers are wholesaling, how many they're listing. You also can tell how many of them, are they really serious about wholesaling or they are still debating between wholesaling and retailing. So, I've also seen that with dealers over the past few weeks that they're taking our advice more often, meaning the sellers. So I'm starting to see that dealers are starting to change. It's something that we've seen over time. We're not the only ones that's reported this.

Black Book has reported this. NAAA has reported this. So we're not the only ones, but at the end of the day, you do need to consult the dealers on helping them understand that used car values have gone down and continue to go down. But again, we've seen this before. hate talking about it, but it is what it is. It's sort of, we've seen this. You go out there, you lean in, and my team's out there leaning in, educating dealers, and then it typically, over the course of a few months, addresses itself.

And then a follow up on the five markets or the five or six markets that are seeing mid-teens growth. I wonder maybe if you could just elaborate on, you know, what you're seeing there that you might be able to apply elsewhere. I mean, you know, are some of these just smaller markets? So it's the law of, you know, smaller numbers putting up a big percent or, you know, what are some of the things you're learning in the market? these five markets that are seeing the growth that you could apply to some of your other markets.

Yes, Jeff, it's Tim. So I'd say that there are several markets that are a little bit smaller. So it's the law of small numbers. There are actually a couple markets here that are decent size, but we still think of them as emerging markets. At the end of the day, it's about getting in front of dealers. It's about pitching the story, building relations. test driving the platform, showing the value that we can deliver, and frankly, we just needed to get more bodies in the field. And dealer visits were another record in the quarter, so, you know, this is, you know, Still some ramping of that capacity that we'll see into Q3, into Q4, but very pleased with the progress there.

Great. Thanks very much and look forward to catching up later.

Thanks for our final question comes from Josh Beck with Raymond James. Please go ahead.

Great, thanks. This is a Glenn shell on for Josh back and I'll just keep it at one question. First, congrats, Tim and Bill will miss you, but confirming that I heard correctly that you intend to build 500 to 1000 units of Viper in 2027. Is that supposed to be one Viper per rooftop? And then what is that going to take to scale production and how much investment is required to hit that 1,000 units next year?.

Yes, so just to be clear, I first said $500,000, and then I think I also said it could be $1,000,000. But my simple answer is we haven't done next year's plan yet. Like, we're still working it. Yes. The demand is high. I think that at this point, I'm looking around the room with my team, I think the demand over 500 units already, but we're still a little bit early. My team has told me that the demand could be as much as 1,000, but we don't have, just so I'm clear, we don't have 500 to 1,000 folks, rooftops right now, that are ready to sign a contract. This is early in the process. We just announced... general availability today.

I do want to try to answer some of these questions instead of just saying no answer, but there's tremendous enthusiasm. So, to give you all a range and then your other question is could there be more than one Peru cop there is one of the top 10 dealer groups that has ordered number of Viper and they actually doing two per rooftop. So I Haven't seen that as often another top Five dealer group is doing one per rooftop thus far and it's going to do around 20 of them So we're not yet seeing a theme of whether there's going to be two or one per or rooftop, we're seeing the part of this is you first got to get out of your beta period, which we just did, and kind of get to really commercial availability. We just started to put these contracts in front of customers. We're seeing fantastic feedback. And then on pricing and business model, It's up to the dealer if they're going to pay a larger subscription or give us more wholesale parts. And so the pricing for their subscription goes down as they wholesale more cars with us. So it's a total win-win for both companies.

But you got to... all think about this. We are solving their number one problem, which is sourcing more cars. So when you hear us so enthusiastic right now, and you hear the customer so enthusiastic, it's because we're not just solving a little pain point like who's my auction? That's just one pain point. This is how am I going to source more cars as the world has changed? That's a huge problem for these dealers. We are positioned extremely well to go out there and add value to these dealers. I think we will be rewarded by, today we are the largest dealer in digital wholesale market. I think not only will we remain, but it's going to give us an opportunity to add more value than anyone else.

Okay, super helpful, thank you Thank you.

We have reached the end of our question and answer session. I would now like to turn the floor back over to Tim Fox for closing comments.

Thank you, Dylan. Thanks, everybody, for joining and all the kind words on the call today. forward to engaging with you on the conference circuit, hopefully this quarter. And again, I really appreciate your support and interest in ACV. I hope everybody has a great evening. Thank you.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.

This live transcript is auto-generated without human intervention or review.

[Call has ended.]

Okay. Great. Thanks, everyone, for joining. Very pleased to have with us the team from ACV Auctions: CEO, George Chamoun; CFO, Bill Zerella, and we also have Tim Fox from Investor Relations in the audience.

My name is Rajat Gupta. I'm a member of the autos team at JPMorgan. We'll keep this format pretty informal. I'll go through some questions with the team, and we will open it up to the audience in between every few minutes.

So with that, thanks, George and Bill, for doing this.

Yes. Thank you, Rajat.

Yes. Thanks.

Let's get right into it. So just starting with the outlook for the year, you reduced your industry outlook versus the initial framework from February. Could you recap the drivers of your tempered view? You now expect to be down mid-single digits year-over-year as opposed to the flattish guidance previously. And what does that mean for the pace of share gains at ACVA?

Yes, certainly. So yes, we kind of came into the year, like most of us, we were looking at some of the sort of pros and cons going on, both from the retail and wholesale climate. Coming into the year, I think all of us had some enthusiasm to off-lease would bring back some supply, we would start to see -- we could look at interest rates potentially going down, retail year-over-year should start to go up, like that was part of our sentiment of thinking the sort of flattish wholesale. Obviously, with Q1, the data show that, that didn't happen. According to the industry data, wholesale was down in the mid-single digits that we said.

So all we're forecasting for the rest of the year is that retail basically stays where it is. We're not really saying it's getting worse. We're not really saying wholesale is getting any worse. All we're really articulating is this climate of where we are, we are. We don't really know. So we're not really trying to predict the market, trying to predict what could happen with interest rates or with consumer sentiment. Yes, it's obviously challenging. Many of you study this a lot. So all we're really doing in a way is not making a prediction by just saying the status quo continues.

Understood. Okay. That's fair enough. And in terms of share gains, there's not like any material like volatility we can expect. Given maybe March had like good conversion for the industry, maybe that conversion is there. It looks like conversion maybe takes a step back, like we saw last year in June. Is that top of mind as well in how you're managing things?

I mean, conversion rates are always sensitive quarter -- each quarter, right? You always have -- at least historically, Q1 is our highest conversion rate, and then, it starts to tail down throughout the year. That's part of your modeling. And we're -- so that I would call that just normal. So you're always going to have some conversion rate sensitivities based on where we are. But I would say nothing that we really are trying to express coming into the call or post call that we're yet very concerned about.

Understood. Maybe if I just -- let's discuss some of the growth investments that you're embarking upon this year. First, how should we think about the timing of the benefits from recent headcount investments and inspectors and territory managers? When do they hit full productivity? I'm assuming I think you've mentioned later this year. Any more -- any update there on timing when we should start to see that reflect in your growth estimates?

Yes. We said most of this will start to help us in the back half of the year is what we've articulated. So it's both hiring, it's training, it's getting our teammates in the right spot across the country. We didn't have enough resources in several regions. So we were really going out there and hiring and training. And there are also some regions where we've upgraded some talent in some areas, where we really use this as an opportunity to bring in some additional folks.

So I would say we're really on plan. I believe I said in the earnings call, we had something north of 50 more folks to hire and train to sort of to get to our number. So I would say we came into the quarter about halfway there-ish. And we've got a little bit more work to do, but on pace for, I would say, the year of where we wanted to be. I think from -- we've kind of leveled that up a little bit. We just -- we were under-hiring in some areas. And we owned it, going to take care of it.

And while we did share that data, we also shared that in our regions, where we have the most people, we're already at $230 or higher on EBITDA dollars per unit. So the model works, where literally we have the most people. So look at this as it's just a game of making sure you armed yourself with getting the supply, and then, once you get that supply, the business model works.

I don't know if you want to double down on that at all, but -- on why we have conviction on hiring in our areas where we have less folks.

Yes, I would just say it's a proven model, right? And we have a lot of territories and regions around the country where we can obviously see how the unit economics work, and we can see it's tied directly to density and staffing. So we're really not guessing in terms of what works. We pretty much have plenty of proof points, and that's why we're -- we made the decision to lean in here for this year.

Understood. That makes sense. The next area of investment, you've talked about a lot recently, is Viper. Maybe just help like recap for the audience, what's the TAM for that product? Is this a product for every dealership? Or is it limited to certain dealerships or certain dealer groups of a certain size and scale? Maybe just like dig a little deeper into that TAM and opportunity.

Sure. Let me try to frame it this way. So our core dealer wholesale business thus far has relied on dealers, obviously, retailing, taking in trades. And then, we've gotten a certain percentage of these trades. And as dealer supply goes down, our supply went down, right, just to oversimplify it. Dealers have over 250 million cars a year going through their service drive. I'll say it again, over 250 million cars a year going through the service drive. It's a massive, massive audience.

Last year, we started to see with dozens of rooftops, not thousands, with our early products, ClearCar, even before Viper, we were getting dealers to buy 5 or more out of 100 cars coming through the service drive. So we started to see if a dealer has the right tools and the right process, it becomes a very large number. And so these are consumers, if you just take 5% of all cars going through a service drive as a reasonable addressable market to go after.

Dealers will be buying cars before a consumer decided they were going to trade it, before they were deciding they were going to sell it on peer-to-peer, or however, they were going to sell or trade that vehicle because these consumers are already interacting with the dealer. And we're not inventing a problem here. Dealers want to solve this problem, like they want this. We've tried it with ClearCar. We tried it with our first round of products, but that required people. That required them staffing $20 to $30 an hour folks in their service drive using our tools going around each car.

We weren't able to so far get thousands of dealers to staff hourly people in their service drive doing this work. So we all know why this sort of AI movement is so meaningful for a lot of categories like automotive is if you can automate that process. And so if you just look at Viper, it's very simple. And it does more than what I'm going to articulate, but to oversimplify it. If you have 250 million cars a year going through a service drive, and dealers can automatically put a price on the car, know the condition, know the price. And then, the consumer gets a report, and it says Rajat's car has the following issues, the following conditions and here's your price.

And then, when you come home at night, you get that condition. And a month later, we say, "Hey, Rajat, how are you doing"? Just remind you, we sent you that price. And by the way, 60 days later, just follow up with you. Over that next 90 days, we're seeing 5 out of 100 of these cars. This is even before Viper. So that's the addressable market. It's really -- it's a very significant TAM. And it could not only help us in wholesale, they could help franchise dealers tremendously improve their business. So we love the category. We've got a great emerging product, albeit we're early. We've got like 18 of these out in the market right now. We're deploying every month right now, however, maybe we're deploying a month like 5 to 15 a month right now. So we're really early. It's obviously hard to describe what this could mean for the company at these early stages. But maybe you can lean a little bit more.

Sure. So first, just to follow up on what you said in terms of as we help dealers buy more cars from consumers, they will keep some of those cars and recondition them and retail them, and then, they'll wholesale the rest. So really, what the opportunity is, is to increase the amount of wholesale transactions at that particular dealership. But we have done a fair amount of modeling in terms of what the implications could be for our business. And I'll start with there are roughly 17,000 franchise rooftops in the United States. We currently do business with roughly about 6,000 of those.

So some of the modeling that we've done has been if we assume, for example, that at some point in the next few years, we have half of our current rooftops, franchise rooftops with a Viper, that would be 3,000 Vipers. And if we further assume that as a result of them buying more cars from consumers, we can generate more wholesale transactions. And let's assume further, it was 10 units more a month for each of those franchise dealerships, okay, the implications for us could be quite significant, right? If we do that math, that would basically result in roughly $450 million of incremental revenue for us between the wholesale transactions.

And the subscription fees because we are -- our intention is basically to not sell Viper outright. It would be a subscription model. So we would have some subscription revenue streams as well in addition to wholesale transactions. And the implications for us again -- again, this is a modeling exercise, $450 million of incremental revenue and $150 million of incremental EBITDA. And that would augment, otherwise, what our organic growth would be plus our commercial business ramping, which we've talked about on the most recent earnings call.

So our entire business model is based on density and volume in particular territories and regions. In our last earnings call, we talked about the fact that we have 2 regions in the country out of 20 in total, each region has between 7 and 8 territories. And those regions are already hitting north of $200 of EBITDA. Our midterm model is $230 EBITDA...

Per unit.

Per unit, sorry. One region is already there. One region is actually above that. So when we do this modeling, we look at what the implications would be across the United States for our business. At least 10 of our regions, so half of our regions in the United States, would be at that midterm target model of $200-plus of EBITDA dollars per unit. So it has a lot of implications for us.

Obviously, we have to over time kind of prove this model out since we're in the early stages of deploying these units at various dealerships. But that's the kind of potential opportunity that we see that exists for our business, which we're quite excited about. And through the rest of this year, we'll get more and more data points that will support kind of our point of view on this and what we would present to investors based on data and what we've experienced so far.

Maybe one more thing, as I know probably going a bit long on it, but just obviously, I'm pretty excited. This framework Bill is giving, like this 3,000 rooftops, that's just illustrative. I just say if we got half of the people working with us today to take it, it doesn't say what it could be, right? This -- what it could be is, however, many dealers want to automatically buy cars in their service drive. So everyone could ask -- go out and ask the dealers themselves, how many of you would want to automatically buy -- I mean, that's the question asking your own research. If you could automatically put a number on a car and then see whether or not 3,000 or 17,000 is the right number or a much bigger number, okay? So that would be one framing to think about.

And then the second thing to think about is that this 10 incremental is the way you kind of model these things, which is good. Those are good numbers, but I think this could be much bigger than that. But let me give you a framework of that would be like potentially like an incremental. But if you had 20 to 28 wholesale units a month from that rooftop, you're also locking in, let's call it, the traditional organic. So look at that, yes, there's an incremental play, but then there's a lock-in play.

And so it could become, in my mind, look, long term, don't give me -- this is a $1 billion plus of like value creation type of opportunity, right, over time, give me enough years. It's that type of opportunity. We haven't improved it yet, right, albeit early, but that's sort of why you're seeing us -- and to get the feedback, which you all get in your own research is dealers want this. They want to be able to automatically buy cars. They have the audience. They just need the tools to do it.

No, makes sense. That's well articulated. Let's go to the third area of investment. We talked about the headcount. We talked about Viper. The third one looks like commercial. We haven't heard about that in a while, but it looks like a lot of exciting announcements last earnings call. So congrats on all that progress. Could we take a step back and talk about what the early innings results have looked like? From a consignor standpoint, what has changed from a cycle time perspective, conversion rate, remarketing costs, just price realization, anything you can share on that front? And which commercial categories are having more success with this end-to-end online model?

Yes, certainly. I'll start there, and I'll work back to your first question. So as Rajat mentioned, there's a few areas within commercial. There's rental cars, there's repos, which are banks, obviously, there's off-lease and then there is fleet. And we're having -- we believe we're working with about 30% of the commercial consignors at 1 of our 10 locations today. So we don't have a national footprint on what we call downstream when cars need to be sent to a location as land. But we're starting to work with some of the commercial consignors. And what that does is it really -- by having some embedded relationships, you can really see what are their objectives. It's not like this is a new category. It's about 7-ish percent of our overall volume today. We're familiar with the category.

And to your point on cycle times and how fast cars get sold. And in living in that world, it's no longer a nascent for us. We're in the category. We're still small, right, of overall commercial share, but we're very familiar with what it takes to win. Then, in parallel, we just now are launching upstream commercial. Upstream commercial means we take these integrations with AutoIMS, which is this middleware, and we are able to take a vehicle and sell it upstream. So start to do some of the things you would have done downstream at a physical location. And we really just started launching this.

We are in conversations. We said on the call with around a dozen or so fleet in rental car and other types of accounts, where they're starting to give us business both upstream and downstream, and that model allows, let's say, for example, a fleet company, to not have to send a car to a physical auction, but still operate with us as though they were operating with a physical auction, meaning does the car need any repairs or not, what is the condition. In a way, do all that integration virtually just through one of our inspectors who are at a lot for a fleet account. So we're just now starting to be able to operate that way.

Our software, think about it, it was like 90-plus percent complete. We're almost 100%. It was enough to start doing some small samplings of vehicles with some of the large fleet accounts. One of them, for example, sold a few dozen cars with us. They're excited for us to finish our software build. There was still a little bit of manual work going on, just full disclosure in these first dozen cars, but we've almost got our software fully automated. So we could basically do what was happening for the last 50 years at a physical auction now more upstream. So that's at a really high level.

Then, the next part of your question is we've had more so far business traction with rental car and repos and fleet. And we're just getting started with off-lease, but look at the first 3 as where we've had more of our business thus far.

Understood. No, that's clear. Maybe going back to more near-term stuff, again, going back to the first quarter results. Could you give us -- could you give the audience a sense of your geographical exposure, which may have contributed to some volume headwinds in the first quarter due to just weather disruptions? And how do you see this changing with the ramp in some of the go-to-market investments?

Yes. I think what Rajat is bringing up is really broadly the dealer wholesale market and retail were down in Q1. But I think there's been some reports, including your own, that mentioned that the Northeast dealers were affected more than the average across the country. So it is where we're the most dominant. It's where we have the most share is in the Northeast. So it definitely had a pretty significant impact on us, right, and the results we delivered because our dealers where we were the most dominant was affected. I think that's all I shared publicly thus far in that category. I don't know if there's really anything else to share.

No, I don't think so.

Okay. And then moving on to arbitration, again, more near-term stuff, it was a big topic second half last year to really come up a lot on the first quarter call. Curious if you could give us the latest and greatest on frequency and expense. And just wondering if the spring used car pricing balance has only temporarily masked that headwind. And should we worry about this becoming an issue again like later in the quarter or the second half if prices start to like pull back? Just give us an update on what's going on.

Yes. I'll put this into sort of 2 buckets. One, as you mentioned, arbitration does have a seasonal component to it, where Q1 is almost always your lowest. Q4 is always your most challenging. It's not ironic that dealers arbitrate more when they're struggling more, right? Like so it's -- there is that element in our business. We've been mentioning that all along, right? So there is truth to that, and you try to build that into your modeling as best as you can to know that there is some seasonality, okay?

But if you take a step back on what are we doing about it, meaning not just like what's going on with dealers in general, we're maturing very quickly on how our sellers and buyers are treating us, so how are we treating them and how are they treating us. And my team is doing an incredible job as segmenting good sellers who are also good buyers, good sellers who tend to arbitrate more and also buyers who are great buyers who don't arbitrate barely at all and some buyers who arbitrate a lot. And that process, think about this as cohorts of activity going on, is allowing us to mature how we navigate through this.

And so to answer your question simply is, yes, there's seasonality, yes, there's inputs and outlets. But as a company, when you go through some of these challenging moments, you dig a little deeper, you build a little bit more refinement in your core to understand your segments. And Bill and I looked at a segment at our management meeting earlier this week, and we had this segment of good sellers, good buyers that was costing us under $50 per unit. And if you look at it, it's the same exact inspection, same exact people-ish across the company, same exact training in a way. And these customers over here, our business model works incredibly well.

And then, we've got some segments that those buyers or sellers are costing us several hundred dollars per unit. So the average is the average, and -- but that sophistication allows you to build more and more robustness to know you can build more policies, no different than any insurance company does and you get more and more sophisticated. So the quickest answer is I feel good about arbitration. I feel like the company is maturing through this, and it will, over time, build more and more robustness. But to your point, at times have some pros and cons as it relates to seasonality.

Yes. But that, by the way, is taken into account when we look at our year-on-year trends, right? So -- in Q1, our costs were basically flat year-on-year with Q1 of the prior year. So -- yes, there is seasonality, but as long as you're comparing like-for-like in terms of the quarter of the year, then you get a true measure as to how things are going.

Okay. No. That's good to know. One more near term, just around pricing. Did you take price recently? Any recent price increases last few weeks? I think we picked up -- picked that up in some of our checks. Just give us a latest update on pricing.

And just more a broader pricing question. Are you a price-taker or price-maker in this current industry landscape? I recognize you're the largest D2D only player, so maybe gives you some latitude. But just wondering if the internal methodology is to just lead with price increases or perhaps just track along with Manheim or some of your other competitors.

Yes. So let's get some framing just for everyone to understand the overall revenue per unit. You've got overall revenue per unit here that's around $1,000, right, give or take. I'm trying to frame this where you have sell fees, you have buy fees, you have transportation, you have ACV Capital, which is the floor plan. So you've got this business model, where you've got, on average, approximately $1,000 of take.

And when you think about framing the model that way, you could start to think about your revenue expansion, where have fees gone up and where have fees gone down? And why, Okay? So again, this is just for -- just illustrative, Bill can net on the exact numbers, I'll be very close, okay? But if you've got around $1,000 of ARPU, we've now got our supply side of our fees to be about 15% of those fees. Historically, those sell fees and GO GREEN fees were a higher percentage of our overall fees.

Supply is where things get a bit more competitive, okay? We've said that on some of the calls. And we've gotten more competitive. We were the most -- when we started out as a company, we were the most expensive game in town, pretty much across the country, like our sell fees were the highest. We offered more value with GO GREEN and with assurance and blah-blah, but we had the highest fees. On the demand side, we had the lowest fees, right? So we had really, really low over here, really, really high over here.

Our fees are now normalized. Our sell fees are competitive. Our demand fees are competitive. Our transportation fees are competitive. And our ACV Capital floor plan fees are competitive. So when you look at that, how the landscape of these -- of our overall ARPU has matured, yes, there were points in time where our pricing was way under market.

And we've done some small iterative price increases each year. We never want to be a pig. We don't want -- most of the time, we're almost -- we're a national company, and we literally had a few dozen dealers complaining here and there about a few price increases. That's a sign of we're not a pig, like we are extremely pragmatic about these small increases we do.

We do them carefully. We do them thoughtfully. We want -- we care about our dealers. So we do this really well, but we've been able to do this in a way where we've been able to reshape how our ARPU comes together in a very competitive way.

And you need to correct anything or -- I know I'm giving this at a high level, but Bill, if there's anything you want to tweak, please.

Obviously, we are not a pig, but we're a capitalist, and we seek to maximize earnings, right? So -- but in terms of that math that George just took you through, where 15% of "the total fees" that we earn are from the sell side. Doing that same math, about 45% of those fees are from the buy side. So -- and we've changed that pretty dramatically over the years. And that gives us more ability to price accordingly from a competitive standpoint on the sell side to get...

On recent increases, you have...

We always -- each -- we don't broadcast when we're doing fee increases, but we every year have small fee increases.

We have small fee, yes. Exactly.

Got it. Maybe just -- sorry, opening up with the audience here. Any questions here from the room? No. Okay. One of the other revenue items, ACV Capital. Obviously, you had that challenge second half of last year with Tricolor. Just curious what kind of changes you made to the underwriting process, any other process changes at ACV Capital? And just how should investors think about the growth cadence over the next 2 years? Has it changed -- as the outlook changed versus your internal expectations from maybe a couple of years ago?

Yes, certainly. So for those less familiar, ACV Capital is the floor plan business. So this is where you're providing anywhere between 1 week in, let's say, 3 months of short-term lending. So on average, it's 30 days, okay, of lending to an independent dealer to buy a car and then go retail it. The largest floor plan companies are the largest marketplace companies. Traditional banks basically don't lend money to independent dealers. So basically, marketplace companies become the private banks for independent dealers. So that's the background.

We operated extremely well for a number of years. And literally, when we were a tiny nascent company, we launched a small division. We were within our risk tolerance. Our execution was extremely well. We took on a customer with that we shouldn't have taken on. And the analogy I've given folks is this was a black eye. Black eyes look bad. They don't kill you. But they look bad, right? And this one, that was an ugly black eye. Thankfully, JPMorgan was also one of those people that lost money on the deal and other very sophisticated banks. So we weren't the only one that got fooled by this tremendous fraud that took place, okay? Alleged fraud that took place just to correct what I just said.

So we -- but you do learn, right? You do learn, you go, okay, what do you guys do? So we did take a step back. We slowed our -- we did slow down, which we've said publicly. We slowed down our forecast for ACV Capital. We wanted to make sure we got buttoned up. We took the org, and we have an incredible leader within ACV Capital. We have an incredible team, but we did create some checks and balances. Bill now has one of the leaders directly reporting to him from Risk. Our Legal team, led by Leanne, has got much more tighter controls of how the agreements are put in place, and we've created an org structure that has a really strong sense of risk reward in how we are balancing this.

So I'm proud to say, as of like literally this week, we're back hiring ACV Capital salespeople. We're back out there. We feel really good. And the team has done an incredible job going through. Bill and I just approved some hiring there. We've got a great product. We've learned through that challenge. We've got a great process. ACV Capital is a great product offering, and we got some great growth expectations. It's a great business to be in. And where we did slow things down there for a few months, we did in a way slow down our growth, double -- dot all the I's, cross all the T's. We feel really good about it. And now we're back at it.

Bill, any more you want to add to that?

I would say we're stronger as a result. I mean, it was tough working through that. And I think actually, JPMorgan's exposure is like $700 million. Okay. You guys are a little bigger than us. But nevertheless, for us, it was a very big deal. But all the things that George just described, I mean, we did an enormous deep dive and have made and have brought -- not only made some organizational changes, but we brought in some new talent, very, very strong talent. I would say we're just that much stronger for it now going forward in scaling this business.

Understood. No, that's all very clear. One last one, maybe like a softball. We didn't really talk about the secular, your core business and the secular trends in D2D. We've seen this like -- I think since your IPO and like we've seen the steady 300 to 400 basis points of digital penetration in the dealer-to-dealer market. 15%, 18%, 22%, 25%, probably like 29% today, depending on how you define the denominator. It's still like 70% transactions happening at physical. Are we at a point where this just accelerates from here? Have we reached that tipping point? When do you think that happens? Just your thoughts there. Obviously, that's still the bread and butter of the business.

Yes. I think at the end of the day, across the country, to your point, still 70% are at physical. So we still have a long ways to go. But what's also sort of fascinating is there are some regions that are significantly worse than that. Like we have areas in the Northeast where we have some territories where we already have 40% or more share today. That's just us. That's without any of our competitors. So the 70-30 also tells you a story that there are some regions where us and our competitors have not yet even gotten to that 30% share yet. And it's just a matter of when, right? This is happening.

And you will see the majority of dealer wholesale will go to digital. You -- its -- and you're going to hear more and more dealers say, yes. If some of you did your homework 5 to 10 years ago, you might have heard, I don't know. But you will hear the majority of dealers saying that's where it's moving, but you're going to go ask somebody in one town across America, and they'll say, it hasn't happened here yet. Well, it hasn't happened there yet in that town. So Rajat, I feel really good that we've got a core business here that has a lot of room to grow.

Understood. No, it's a great way to end. So thanks again, George and Bill and Tim as well.

Thanks.

Thanks, everyone, for joining.

Greetings, and welcome to the ACV Q1 2026 Earnings Conference Call Webcast. [Operator Instructions]. As a reminder, this conference is being recorded. It's now my pleasure to turn the call over to Tim Fox, Vice President, Investor Relations. Tim, please go ahead.

Good afternoon, and thank you for joining ACV's conference call to discuss our first quarter 2026 financial results. With me on the call today are George Chamoun, Chief Executive Officer; and Bill Zerella, Chief Financial Officer.

Before we get started, please note that today's comments include forward-looking statements, including statements regarding future financial guidance. These forward-looking statements are subject to risks and uncertainties and involve factors that could cause actual results to differ materially from those expressed or implied by such statements.

A discussion of the risks and uncertainties related to our business can be found in our SEC filings and in today's press release, both of which can be found on our Investor Relations website. During this call, we will be discussing both GAAP and non-GAAP financial measures. A reconciliation of GAAP to non-GAAP financial measures is provided in today's earnings materials, which can also be found on our Investor Relations website.

With that, let me turn the call over to George.

Thanks, Tim. Good afternoon, everyone, and thank you for joining us. We are very pleased with our first quarter performance and execution while facing a challenging market environment. We delivered record revenue with adjusted EBITDA exceeding the high end of guidance. In addition to strong financial results, we made significant progress in our 3 key objectives.

First, we continue to gain market share and expand our dealer partner network to a new record. The combination of expanding our field capacity and penetration of our no reserve offering contributed to our growth.

Second, we had another strong quarter of performance in ACV Transport and ACV Capital, along with growing adoption of our value-added dealer solutions.

Third, we're gaining traction with our emerging growth initiatives, including the initial launch of VIPER and expanding our TAM into commercial wholesale. While there are cross currents in the broader macro environment, ACV remains focused on delivering double-digit revenue growth and increased adjusted EBITDA while continuing to invest in our exciting growth objectives. We're confident that executing on this profitable growth strategy will create significant long-term shareholder value.

With that, let's turn to a recap of our results on Slide 4. The dealer wholesale market was impacted by severe weather during the quarter, resulting in a mid-single-digit decline in dealer wholesale volumes. Despite these headwinds, Q1 revenue was $204 million and grew 12% year-over-year. Even with weather impacts, our market share gains accelerated throughout the quarter, selling 213,000 vehicles, exceeding a difficult comparison in Q1 2025.

Next, on Slide 5. Today's discussion will focus on the pillars of our strategy to maximize long-term shareholder value, delivering innovation that is driving growth and scale. I will begin with growth.

On Slide 7, I will highlight our growth initiatives in dealer wholesale. As we discussed last quarter, we continue to drive strong growth within more established regions, where network effects are driving significant market share. In order to broaden our regional growth performance, we are investing in additional field capacity to accelerate the number and frequency of dealer visits. We are pleased to see early returns on this investment, which resulted in another record number of buyers and sellers transacting on our marketplace.

We also continue to enhance our marketplace experience to drive growth and deliver value to our dealer and commercial partners. We are leveraging machine learning that combines inspection data and dynamic market data to provide real-time pricing. Our platform powers ACV guarantees to sellers and delivers no reserve auctions to buyers. This offering remains the fastest-growing channel in our marketplace that benefits sellers, buyers and ACV. We're removing seller market risk, accelerating bidder engagement and increasing buyer satisfaction while delivering 100% conversion rate. We're confident our guarantee offering will continue to be a key driver of market share gains.

Turning to Slide 8. Let's review our marketplace service offerings. The transport team had strong execution in Q1 with 18% revenue growth and over 120,000 transports delivered. By leveraging AI to optimize transport pricing, we continue to drive growth and operating efficiency. Despite the sharp increase in diesel fuel during the quarter, transport revenue margin remained in line with our midterm target in the low 20s. Lastly, on transport, our off-platform service continues to gain traction from our dealer partners, creating additional growth opportunities.

ACV Capital also delivered strong revenue performance with 30% year-over-year growth in Q1. Last quarter, we highlighted ACV Capital's expanded go-to-market strategy while also driving process enhancements to manage portfolio risk. Our Q1 results demonstrate continued strong execution by the ACV Capital team.

On Slide 9, we highlight how we're further differentiating ACV and creating additional growth opportunities with our suite of AI-driven next-gen products. ClearCar and ACV MAX are adding value to our dealer partners, while also contributing to our wholesale market share gains. We are enabling our dealer partners to more intelligently optimize inventory, automate vehicle selling and buying and strengthen their ability to source more vehicles from consumers.

The VIPER early access program is gaining momentum and receiving very positive feedback from major dealer groups across the country. Within minutes of driving through VIPER, our industry-leading inspection data and vehicle pricing capabilities enables dealers to unlock consumer vehicle acquisition at scale in the service lanes and seamlessly identify service upsell opportunities.

We are on track to grow VIPER's footprint in the coming quarters, offering a VIPER bundle with wholesale to create a powerful new lever to drive unit growth and expand our network. In addition to leveraging AI across our product suite, we have experienced strong adoption of AI tools across a range of operating groups, including our product and development teams, where we are gaining meaningful velocity and efficiency. As such, we have even more confidence in delivering our differentiated product road map to support our growth objectives.

Next, on Slide 10. I'll wrap up the growth section with our commercial wholesale strategy. As a reminder, commercial wholesale is a large adjacent market, made up of 4 segments with both upstream and downstream opportunities. Our team has made significant progress on the next phase of our software build, and we believe this new digital model and end-to-end experience will transform commercial vehicle remarketing.

Our differentiated offering is attracting some of the largest commercial consignors, and we have recently engaged with over a dozen accounts across major captives, banks, fleet companies and auto finance providers. Our strategy is familiar. First land commercial accounts and then expand over time, earning wallet share as we prove our results. Commercial TAM provides another exciting growth lever for ACV, and we are confident that we can deliver wholesale volumes that support our midterm financial targets.

With that, I will hand over to Bill and take you through our financial results and how we're driving growth at scale.

Thanks, George, and thank you for joining us today. ACV's first quarter results reinforce our commitment to deliver profitable growth while investing to drive dealer wholesale market share gains and to support key growth initiatives. Before we jump into the details, I'd like to highlight that as we scale our growth initiatives, our financial model will evolve based on revenue mix, which we believe will allow us to deliver improved unit economics over time than previously anticipated.

On Slide 12, let's begin with a brief recap of our first quarter results. Revenue of $204 million was at the high end of guidance and grew 12% year-over-year compared to very strong results in Q1 '25. Adjusted EBITDA of $17 million exceeded the high end of guidance and grew 23% year-on-year, reflecting strong unit economics and expense discipline. Finally, non-GAAP net income of $7 million was at the high end of our guidance range.

Next, on Slide 13, let's review additional revenue details. Auction insurance revenue was 57% of total revenue and grew 9% year-over-year against a tough comparison of 28% growth in Q1 '25. This performance reflects 3% unit growth in the context of a 5% decline in the dealer wholesale market while also facing a tough comparison of 19% unit growth in Q1 '25.

Auction insurance ARPU of $542 grew 6% year-over-year and 3% quarter-over-quarter. Marketplace services revenue was 39% of total revenue and grew 19% year-over-year, reflecting continued strong performance for ACV Transport and ACV Capital. Lastly, our SaaS and data services products comprised 4% of total revenue with growth declining modestly year-over-year as high single-digit ACV MAX revenue growth was offset by modest declines in our legacy stand-alone inspection services.

Next, I'll review Q1 costs on Slide 14. Non-GAAP cost of revenue as a percentage of revenue increased approximately 300 basis points year-over-year. The increase was primarily driven by a higher mix of no reserve sales in our marketplace, which more than doubled year-over-year. While no reserve sales typically have modestly higher costs than stand-alone auction sales, they drive strong blended conversion rates, improved marketplace liquidity and importantly, are accretive to adjusted EBITDA. In fact, adjusted EBITDA per unit increased 20% year-over-year in Q1.

Non-GAAP operating expense, excluding cost of revenue as a percentage of revenue decreased approximately 300 basis points year-over-year, reflecting operating leverage in our model while continuing to invest in key growth initiatives.

Moving to Slide 15, I'll frame our investment strategy as we drive profitable growth. In 2026, we expect OpEx growth of approximately 8%, which is a decline from 12% in 2025. As a reminder, our 2026 OpEx includes approximately $11 million in additional go-to-market spending to support regional growth objectives. Even with these growth investments, adjusted EBITDA margin is expected to increase by approximately 100 basis points year-over-year.

Next, I will highlight our strong capital structure on Slide 16. We ended Q1 with $341 million in cash and cash equivalents and $200 million of debt. Note that our cash balance includes $230 million of marketplace float. In the figure on the right, we highlight our solid operating cash flow, which reflects adjusted EBITDA growth and margin expansion.

We're also pleased to announce today that ACV's Board of Directors has authorized a share repurchase program of up to $100 million. In the coming days, the company plans to enter into an accelerated share repurchase program to repurchase an aggregate of $50 million of our common stock.

Turning to guidance on Slide 17. We are reaffirming our 2026 revenue and adjusted EBITDA guidance despite the uncertain macroeconomic backdrop and our updated view that the dealer wholesale market will decline in the mid-single digits this year.

Now for the details. Second quarter revenue is expected to be $213 million to $217 million, growth of 10% to 12%. Adjusted EBITDA is expected to be $18 million to $20 million, reflecting an 8% to 9% margin. We continue to expect 2026 revenue of $845 million to $855 million, growth of 11% to 13%. Note that full-year revenue guidance assumes that our go-to-market investments are expected to drive modestly higher growth in the second half of the year.

We continue to expect 2026 adjusted EBITDA to be $73 million to $77 million, growth of approximately 28% year-over-year. We're expecting 2026 cost of revenue as a percentage of revenue to be modestly higher than in 2025. Lastly, we are expecting non-GAAP OpEx, excluding cost of revenue, to grow approximately 8% year-over-year.

With that, let me turn it back to George.

Thanks, Bill. Before we take your questions, I will summarize. We are pleased with our Q1 execution while navigating through challenging market conditions. We continue addressing these market challenges by enhancing our technology and operating models. Ultimately, making us even more resilient. We are attracting new dealer and commercial partners to our marketplace and expanding our addressable market, which positions ACV for attractive growth as market conditions improve.

We are delivering on an exciting product road map powered by ACV AI to further differentiate ACV and drive operating efficiencies. We are focused on achieving strong adjusted EBITDA growth and delivering on our midterm targets that we believe will drive significant shareholder value. We are committed to achieving these results while building a world-class team to deliver on our goals.

With that, I'll turn the call over to the operator to begin the Q&A.

[Operator Instructions]. Our first question is coming from Bob Labick from CJS Securities.

I just want to -- part of your growth strategy you've talked about is filling out your territory managers and DCIs and started, I guess, kind of Q4 of last year reignited. Maybe talk a little bit about your progress in finding and hiring good candidates because we noticed that both operations and technology and SG&A grew less than sales in the quarter. I was kind of expecting those lines depending on where those hires fall to pick up a little bit. How is that progress going? What are you learning and what's out there?

Yes, certainly. I'll start, and then I'll Bill sort of chime in. We're making great progress. We've hired really some exceptional teammates. I joined several of the new territory manager classes. We bring them here at headquarters. I'm really, really happy with the talent. The talent comes across not only I would say, Auction background, but really knowing dealer systems, either former GMs, used car managers, just really, really strong talent. I've been really happy with the talent that we've brought in thus far. That's one on the sales for the territory manager side.

In addition, from an inspector side, we've really stepped up our game where you have to go through several tests to become an ACV inspector. We really go through the gating process. So not only are we getting great talent that's going to help us not only inspect cars, but also hit our other goals as it relates to making sure arbitration and everything else is in line. We've really done a great job of hiring and training so far.

Phil, do you want to chime in?

Yes. All I would add, Bob, is you're also seeing the benefit of some operating efficiencies as well, which flows through our operations costs. But we are continuing to add to George's point, VCIs. We're also making sure that we have the right inspectors in the right territories to ensure that we're -- we have the best quality out there as well in terms of our conditional reports. I think we're making good progress. We're pretty happy with how things are moving ahead.

Then just obviously, you talked about overall market being down 5% or whatever mid-single digits in the first quarter and a similar outlook for the year. How does this impact kind of go-to-market strategy and your growth at finding new rooftops versus growing share at existing dealers? It's obviously kind of a tough market. Does that impact how you go about driving growth? Or talk about that a little bit?

Yes. Certainly, Bob. I mean, one data point is we had the most dealer visits between our territory managers and VCIs of a number of different rooftops last month than we've ever had as a company. That goes to your point of if there are less cars available at certain rooftops we need to go find another dealership down the road to do business.

One, not only did we have record-breaking sellers and buyers, but we also had a record number of new visits. Really getting out there, getting the ACV name out there. That would be like step one. I would call that blocking and tackling.

Two is really what you hear us doing on this innovation of ACV AI and bringing out our products from ClearCar to VIPER, you'll start to hear more and more in the media about how we're making incredible progress. What that does is dealers are going to know ACV in a whole another way, because if we help them go buy anywhere between 10 and 100 cars a month from their service drive and from their local consumers, then we're not just a competitor to the local auction. We're really an incredible partner to that dealership. We're both growing -- moving forward from, I would say, blocking and tackling and just showing up more and more, giving ourselves the opportunity as we grow our footprint of talented people across the country, but also this differentiated way, leading with ACV AI.

Next question is coming from Rajat Gupta from JPMorgan.

I had a question on just the first quarter growth rate. It looks like industry conversion trends were pretty strong in March, also a little better than seasonal given strong expectations around tax season. In the past, when we've had these brief periods of very strong conversion, you tend to demonstrate higher share gains.

I'm curious, it felt like numbers came in, in line with what you had guided. I'm curious, was there something that was coming in the way of those typical share gains that you would see in strong conversion periods? I have a quick follow-up.

Yes, Rajat, as we mentioned on the call, it definitely didn't help that the Northeast, where we have our largest markets had the most significant weather impact. That didn't help. Now other parts of the country, like, for example, Texas and the Carolinas grew 15% year-over-year and Southern California grew 24% year-over-year. We had different results across the country depending upon where weather was impacted. I would give that as a little bit of color of difference in our team in the Northeast still did a fantastic job, but they were just impacted the most. So I would say different things -- different results across the country based on factors outside of our control. That would be number one.

I would say with that, Rajat, you're really starting to see that there's all this other great execution going on. You're starting to see the opportunity for us to differentiate, like I mentioned with Bob's question, so I'm feeling really good that we really weathered a quarter there where weather was pretty impacted and still not only hit our numbers, but obviously exceeded our -- some of the expectations.

Yes. I would add, Rajat, because you were asking about the month of March. Actually, our conversion rate in the month of March was 1,000 bps above what it was for Q4 -- for the entire quarter of Q4. We did see a significant improvement in conversion rates. If you do some of the simple math in terms of our growth in March vis-a-vis what the market did, we basically got back to, call it, 10% or so. It's not an exact science, obviously, but a roughly 10% share gain when you do that same math, right? We did see some acceleration going into March ending the quarter.

The fact that you reiterated your full-year outlook despite just lowering the industry outlook number, so where are you seeing that additional traction? Is it something to do with some of these commercial engagements that you're having? Is it just maybe how like March and like the exit rate is turning out here on conversion? Just curious if you could unpack that.

Yes. Certainly, Rajat. Yes, we're feeling very comfortable with keeping our objectives for the year, even though, to your point, the market itself is likely several hundred bps probably worse than we were expecting from an overall market perspective, but why do I feel comfortable?

One, us growing the footprint in the field, that's working Two, this differentiated offering on ACV AI broadly with VIPER and ClearCar and with others, it's working. Three, our commercial focus and the fact that we've got literally over a dozen different major commercial accounts who've raised their hand and said, hey, we'd like to work with ACV, whether it be upstream, pure digital or downstream at one of our greenfields, we feel good about that. We feel good about this year, even though the market conditions are likely going to be a little bit worse than we originally projected.

Next question is coming from Andrew Boone from Citizens.

I'd love to hear a little bit more about what you guys are doing in terms of the VIPER rollout. How are those conversations with dealers going? Then what should our expectations be for 2026?

Yes, certainly. Where we're at is, I would say, the hardware, the software and the AI capabilities all just came together. Over the last few months, both at ACV and the majority of our initial rollouts, the dealers are ecstatic. You'll see one of these on a podcast next week with a large dealer group where they're just going to go out there and articulate how incredible this is helping them in their service drive. You'll hear a live episode of it next week. This up-and-coming opportunity right now is think, okay, hardware works, software works, the AI works. We can see a scratch, we can see a dent. We can see whether or not the tire tread depth are. We can see whether or not there's an oil leak. We can see whether or not the undercarriage has an issue. Our AI can see what it needs to see.

The next step is to really -- we've got to go out and scale this. This year won't be the scale year. This year, we're only rolling out about 150 of these between now and the end of the year. I think, Andrew, it's very simple. This year, we don't want to get over our skis too fast. We want to make sure we can deliver them, install them, support them. We really want to go into early next year scaling the production of VIPER and really proving out the whole thing. We're feeling really good about it.

The other part of this, while we're proving out the hardware scale and production is these integrations going on. We've got integrations going with these companies that are the back end of dealerships. within the service drive, names you probably have heard of companies like Tekion and others who are the back-end service drive sort of software platforms. We're doing those integrations right now so that the data from VIPER seamlessly goes right into the back-end systems of dealerships. This year will be really about going out there, getting this ready to really scale for next year. The most important thing, if I'm thinking as an investor, is the product works. The feedback we're getting is incredible.

Then one of the key trends that we're just hearing across all companies that are talking to us this quarter is just AI efficiency. Can you talk about that both with inspectors and whether there's a step function change in terms of what they can do in the field? Then also internally within corporate, what are you guys seeing there in terms of increased efficiency just given the gains in technology?

Yes, certainly. I'll start and then one of my colleagues wants to chime in at something more specific. Specifically on our inspectors, we're looking at the time to inspect both pre and post having VIPER live, it's sort of 2 different worlds. Pre-VIPER is just really getting the time down, I would say, meaningful. We've got certain inspections right now for certain types of cars, like I would say, a nicer cleaner car. We're now, we believe, under 10 minutes for a cleaner vehicle. I would say the worst vehicles are also now under 15 minutes, whereas all cars -- all vehicles were taking us, I would say, 30 minutes on average prior.

We've got 2 different price buckets of cars now that are about half the time as it used to be. Then kind of the belly, the middle area, we still got a bit more work to do to become more efficient on our time with the cars that have more issues. We're making good progress there and leveraging AI, getting our TV more efficient. Then once VIPER rolls out, I think our inspectors are only going to spend 10 to 15 minutes a car, any car. Like it's just going to be massively efficient. It's going to be so much easier. They're basically going to just check to make sure there's no frame damage, a few other things, launch the car. Next year, we could see breakthrough, really unbelievable breakthroughs on having efficiency, but we've got some work to do to make that happen.

Internally, from a tech perspective, other efficiencies, as you mentioned, the amount of production I'm seeing from our engineering and product team, leveraging platforms like Quad and others, it's just incredible. I mean we've pulled in -- most of my product and tech teams are pulling in the Q4 priorities that were put out for this year into Q3. Not all of them yet, and I say that because for the ones listening, I can't wait for all of my product and tech teams to pull in their Q4 into Q3. We're going to keep seeing that happen. We're going to start to see -- and I feel like this is just getting started.

The amount of code, the amount of development on a per person basis, it's just supercharged over here. With the development of these tools this year, obviously, it's been a breakthrough, not just for ACV, but a lot of tech companies, but I couldn't be prouder of what the team is doing.

I would also just add that we just signed a major enterprise agreement with one of the largest providers of LLM. That approach will not just extend to engineering, but other operational activities. We're kind of in the early days. We're just getting started. Frankly, we think there's a huge opportunity, which a lot of companies obviously are kind of seeing the same opportunities as we are.

Next question is coming from Naved Khan from B. Riley Securities.

Just a couple of questions from me. One is, I think you lowered your outlook for the industry to negative 5% for the full-year. You're reiterating the guidance, your own guidance. I'm just wondering what kind of unit growth are you embedding in that? Are you still thinking about high single-digit unit volume growth? Maybe as a part of that, we've heard some commentary from others about off-lease volume coming back and such. Even with all of these kind of factors, how do you kind of still think about the negative 5%?

The second question I had is around pricing. Do you have any -- are you contemplating any price increase? Or have you already rolled out one? What are you seeing out there with respect to similar moves from competitors?

Yes, I'll start and then Bill can chime in. When you think about the outlook for the year, it's just better to be prudent with all the macro conditions. I think many of you have heard from the dealer -- franchise dealerships out there where they are with retail as well as with some of the OEMs. Keep in mind that the trade-in at the dealership creates the majority of the wholesale.

To your point, as off-lease comes back, could that benefit and could that mitigate some of the dealer wholesale challenges? It could. I don't want to bank on that yet. I hope it does. Our thought right now is just to assume the year stays kind of the way it is right now, where we've kind of got these broader macro challenges and just make that assumption. I hope you're right that off-lease and some of these other things could contribute because to your point, with those cars coming in, the dealer might wholesale more cars. That's really a good point, and I hope you're right. We're just not going to plan for it.

Then as it relates to price increases, as you know, we do some minor price increase every year. We just to make sure we're taking care of inflation and other costs. We've always kind of got that part of what we do.

Bill, any more you want to share? Go ahead.

Yes. What I would just say is that -- so what you saw in Q1 was our ARPU grew 6% year-on-year. That's a reasonable expectation for the full-year, up in a similar fashion on a percentage basis. That's the ARPU side.

You also asked a question about unit growth. Obviously, we don't guide us to unit growth. All we've said is that what we expect and what we baked into our guidance is an assumption that over time, we will improve our share gains, and unit growth versus whatever the market is doing. That's what's baked into our numbers. Hopefully, that gives you some sense in terms of how to model it.

The next question is coming from John Healy from Northcoast Research.

George, I just wanted to ask about the opportunity set with the commercial consignors. I think you mentioned the 12 a couple of times in the call. What's the line of sight to activity with those folks yet? Is that something that we could see before the end of the year? Or is this much more like a '27 story for you guys? Obviously, that's a lot of interest. What would be an acceptable batting average, do you think for capturing maybe some of that business in terms of maybe rooftops or just hats with those folks?

Yes, certainly. Maybe I'll just try to give you a little bit more color. If I separate the upstream versus downstream activity, the upstream being the pure digital where you don't need land, the fact that we've already gone live with one of the top 4 national rental car companies, and we're going live with our second rental car company either later this quarter or early Q3 shows that of the 4 large rental companies, the fact that we're working with 2 out of the 4, that's a little bit more color on -- we're definitely starting here. We're starting to make progress.

We've got 2 of the larger fleet companies who have done, I would say, small tests with us. The small tests have gone extremely well, where they've been able to get results that were just as good or better than any of the physical auctions they work with. We're going -- I would say, from test to, I would say, certain regional deployments with them. These are companies who will give us business. I was sincere when I kind of gave the land and expand earlier on the call. First is the land, get the contract done, which is what we're doing with a few of these guys where we just got the contract done. They'll start to give us some regional business. Keep show beyond the test that gave us that we can do more, which we will. And then we'll start to show that in certain regions across the country, we've got the best remarketing platform.

Then downstream, we've got 2 auto finance repo type customers, one that should go live in like the next probably 30 to 60 days. They'll start giving us whatever it is, let's say, 20 to 50 cars a week or something, show this thing works, prove that we could not only ground the vehicles, do the light recon, that might mean, for example, put in a battery. When I say light recon, I'm being sincere, very light recon. It allows us to go out there, show it works and then let's start scaling it. Hopefully, I mean, that's a lot of detail to give you. I would say this year is go out there, get these guys with contracts, show it works, at least in one region and then go out there as we get in there and start to take additional regions across the country.

Then, Bill, just one follow-up. I think one of the comments you made was that March was like a 10% growth rate. I just wanted to make sure I was hearing that sound bite right because I'm sure folks will focus very much on kind of that exit March data point. I just want to make sure we understood it.

Yes, sure. What I was implying was growth versus market. Again, we're in the context of Q1, the market was declining. When we looked at the math in terms of our actual -- our absolute unit growth in March versus what we understood the market did, can we get closer to "share gains" that would be in the 10% range, give or take. It's never an exact science, of course, but that's -- so I don't want to imply that our growth was actually 10%. It's really -- as you know, there's a lot of context given to what our growth rate is vis-a-vis whatever the market is doing. That hopefully gives you more context.

Next question is coming from John Babcock from Barclays.

Just a quick follow-up on the commercial side of things. You talked about traction with the rental car companies and also on the fleet side of things. Are you making traction with captive FinCos and banks as well? Or it's really too early to say on that front?

We have a few of -- so fleet, yes, I mentioned, fleet would be like corporate cars. We're actually making some progress. On the off-lease cars, we do have a couple of OEMs that we're in significant conversation with where they're discussing giving us a window of selling some of their cars. I don't have those signed. That's why I didn't broadcast it. Usually, when I talk about things, it's signed and ready to deploy. I don't want to jinx us.

Then we have another major, like, I'll call it, OEM type where we're now integrated into their flow, but we're not yet auctioning cars. We're getting there. We're starting to show up and hopefully, more broadly on the captive side, we'll start to win some business throughout the year. On banks and repos, yes, I mentioned that earlier, not only are we doing business with somewhere probably around 30-ish percent of all the banks today. I think is what team told me probably a larger than 30% at one of the locations from our acquisition. We really, in a way, have some of those relationships. Now it's about scaling that. We inherited some of these relationships, and we now need to bring into, let's say, Houston or Chicago or the next location. Yes, we know that category, and now it's about scaling it.

Then next question on the share repurchase side of things. It's not a small amount of repurchases. I was wondering if you could talk about the decision to do shareholder return at this point as opposed to investing back in the business and trying to maybe push harder on the growth side.

Sure. We felt this was a reasonable size for a buyback, and that it's a good ROI for our shareholders based on our views of kind of our future opportunities. We talked a lot about a bunch of those today and previously. We just thought it was appropriate based on the amount of liquidity we had. We have $340 million of cash and marketable securities on the balance sheet. We're leaning in pretty hard, obviously, with a $50 million ASR. We think it's a good use of capital.

Again, we're going to be -- we're still expecting to generate free cash flow this year and expect that to grow over time. We think it's the right time and place to actually launch on a buyback.

Next question today is coming from Jeff Lick from Stephens.

I was wondering if you can expand on John's questions on commercial. Just curious where you're at now in terms of the stand-alone sites or the greenfield sites. I think you had 10 and you opened a greenfield and maybe there was another. Then also just curious if you could talk about with the wins with the commercial consignors, maybe elaborate which ones are true digital versus where you're actually using the real estate?

Yes. I think I gave that detail a few minutes ago. I'll just repeat it. I separated a few minutes ago on the upstream versus downstream. When I mentioned we're working with one and now we believe the second rental car company, I was talking about upstream that was without land. I also mentioned about a couple of the fleet companies we were working with that didn't require land. Some of that color that the listeners heard me saying a few minutes ago, that was upstream to double down on that.

I also talked about a few minutes ago that at our downstream locations, we're working with about 30% of the commercial containers today at one of our existing locations. Then to your point, it's about bringing them now to our new locations. We've got one open, one about to open. That's what I just said a few minutes ago, just to repeat it, and we're making great progress.

Yes, but you didn't say, as you know, sometimes all companies, you can do digital and sometimes they require real estate. That's why I was just curious then on the clarification on how many real estate sites you have, physical sites now?

Yes, more to come on this.

Then just a follow-up on the guarantee, Bill, any color on the penetration of the guarantee you said it doubled. I was just curious the mechanics behind why is the non-reserve -- the guaranteed sale have higher costs?

Yes, I'll start and Bill can chime in. When you look at the way it works, the business models, we charge a small fee for a customer that goes into the no reserve. Then there's a fee. Then we also -- there's no the discount on the buy side ever because it sells no reserve in auction. There's higher ARPU on a no reserve. There's higher cost. It changes the revenue margin percent, but it was really fascinating.

Bill, maybe you can lean in a little bit about our EBITDA profile. We didn't really talk about that at all, just what's going on overall in our EBITDA profile.

Yes. First, on the call, I mentioned that our EBITDA per unit actually in Q1 was up 20%. The way this works through our model financially is slightly lower revenue margins, but that's offset by OpEx leverage. Considering the fact that 70% of our OpEx is really fixed. We get full leverage of our inspection costs due to the fact that it's 100% conversion rate.

In fact, when we look at our adjusted EBITDA per unit in our midterm model, that target is $230 of EBITDA. That's at 1.5 million units of volume. A significant jump from where we are right now. However, if we just look at 2 regions that we have in the country, we've either already achieved or exceeded that target, and that's without future OpEx leverage. We're feeling pretty good about the ability as we continue to grow our volume and further populate a lot of these territories with more scale that we'll be able to drive really strong EBITDA margins on a per unit basis. Yes, per unit basis. It all gets down to the final unit economics, right?

The geography on the P&L might change a little bit, but it's all about profitability. We're feeling really good about the opportunity to continue to ramp that.

Next question is coming from Glenn Shell from Raymond James.

Congrats on the great quarter. You said VIPER are enabling a huge breakthrough next year. That sounds great. Is the VCI investment cycle to support VIPER deployment or just more general growth? What should we expect for the future pace of VCI investment as VIPER reach scale?

Yes, great question. Yes, our VCIs are being trained for multiple different ways of helping us scale the business. It was a really great question. Something I wouldn't have thought to lean in at. One is inspecting vehicles for wholesale. That's obviously their current primary task. Two, I believe I mentioned it on the last call that when there is an arbitration, we used to send the car to like a local facility or to verify and it would actually cost us money every single time we did that.

Now our inspectors are being trained to go out and reinspect the car case for arbitration. That's actually helping us get higher customer satisfaction because we're getting to the cars faster, not waiting on a third party. Two, it's helping us really learn a lot and really make sure we got our arbitration under control. That's two. Three, we use our inspectors for auditing ACV capital. That's another function.

Then to your point on VIPER, our last 2 installs for VIPER were done with our ACV inspectors, really proud of that. Nobody for our R&D team had to fly out there from Buffalo. That was a milestone. I know it's simple to other investors who scaled hardware companies, but the box arrived and the box arrived in a way where our local inspectors were able to assemble it, put it and assemble it and have the whole thing running within a few hours. literally, here's the Internet, get the whole thing going. I was just so proud of our inspection team.

Think about we've got an amazing team of colleagues across the country. What we tell them is you're going to be trained in more than one thing. A lot of them were former mechanics. They're very skilled. They're handy. And we're really fortunate to have these great teammates to help us on whatever task they're doing for us that day.

Yes I would add in terms of scaling that workforce, so what we indicated previously was that we were going to add 100 inspectors to the team this year. We're a little more than halfway there in terms of adding folks. But that was more of a onetime upscaling of our team in the field. Don't look at this as kind of a need that we have going forward. That's $11 million that plus the adding some territory managers as well and other resources on the go-to-market side. That's what's baked into our guidance this year. Hopefully, that helps you model it. I think in terms of going forward, obviously, we'll get into next year and the years beyond in terms of what happens to that workforce and scaling as we get closer to 2027.

Specifically on VIPERS, how many VIPERS are deployed so far? How many are you installing per month at this point to get to that huge breakthrough next year? Then how big is the backlog of dealers who are asking for this?

We have about 18 live. We have somewhere around 75 that are waiting for them or more. Then we're going to build whatever that is, another 60, 70 more. We do have a little bit of a backlog we are prioritizing. The way we're doing that is the dealers are raising their hand. We're trying to give each of the large dealer groups a few of them. Think like major dealer group might get 2 or 3 this year, not the 5 or 10 they're asking for. That's the way to like spread the love. Really transparent to those dealers that next year is the scale year and next year, we'll be building several of these a month, but I'm not ready to tell you just yet. So great question.

Next question is coming from Gary Prestopino from Barrington Research.

George, I'm interested, you mentioned something about that you're doing integrations with VIPER into the dealer DMS system. What does the dealer specifically do with that data? I mean, I assume at VIPER at the point of sale, the service technician whomever can see the value of the car and kind of make a pitch to the owner of the car at that point, hey, you can get a good value for this and trade it in and buy something or maybe I'm wrong with that. Is the dealer taking that data and maybe using it for future leads with their current clients?

Yes, Gary, great question. Yes, as you know, there's companies like myKaarma, like Takion, CDK as a service arm and others. These companies, some of them are both a DMS and a service platform. I hate to get into the weeds here. Some, for example, myKaarma are more focused on the service side, not a broader DMS. Whatever the dealer is using to power their service department, to answer your question specifically, car goes through VIPER, we get this incredible data profile, every angle of the vehicle, tire treads and under carriage. There's other IP we're working on going into next year that I'm not yet talking about. But -- so you get this whole profile. You also get the rest of ACV AI, which is predicting the price and condition of that car. You also get the defects we normally see with that vehicle. If it's a Nissan Maxima with 120,000 miles, we know what's typically going to happen next within the next 10,000 miles. Think not only what is that vehicle, but what are the predictions. As you know, having been around the space is step 1 was we accomplished that objective.

Step 2, it needs to be put into the dealer system so they can really just make this a scalable process. That's what we're working on next. Proof one happen. Now we need to get in so it can scale. Then to your point, it's the day of service. High Miss. Consumer, Mr. Consumer, did you know that 2 of your tires are bolved, it's going to cost you $800? By the way, it might be time to buy a new car. Whatever they want to do with that information, it's not only the day of, but what we see is consumers sell their car anywhere at our best-performing dealerships, we're seeing 5 to some are 7 -- 1 of them is 9 out of 100 ROs, repair orders.

That's incredible because as you know, there's over 250 million cars a year going through franchise dealerships. You just do that simple math of 5 out of 100 repair orders to lead to a consumer selling their car, it's massive. It's why you're hearing dealers push us. It's why you're hearing us take that demand going, we got to get going over here because dealers have a hard time scaling this. It takes too many people to do this. By leveraging this hardware, leveraging our AI, it gets put into the dealership. Then it gets put into the CRM, it's created as a lead. Some dealerships are then putting it with what's called their BDC and they're using a sales team. And some have actually hired very specific AI-driven bots that do the follow-up for them. We're about to launch that with one of the major dealer groups.

Each dealership deployment will be different based on the other vendors involved. Either way, our role at ACV sounds very familiar. What's the condition, what's the price. We're going to be the one, we're the ACV, we're the actual cash value.

It sounds like totally disruptive technology and a disruptive product in the market.

We've reached the end of our question-and-answer session. I'd like to turn the floor back over for any further or closing comments.

Great. Thank you, operator. Everybody, thank you for joining us this evening. We look forward to seeing you on the conference circuit this quarter. Again, thanks for your interest in ACV. Have a great evening.

Thank you. That does conclude today's teleconference and webcast. You may disconnect your line at this time, and have a wonderful day. We thank you for your participation today.

Greetings, and welcome to the ACV Q4 2025 Earnings Conference Call. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Tim Fox, Vice President of Investor Relations. Thank you. You may begin.

Good afternoon, and thank you for joining ACV's conference call to discuss our fourth quarter and full year 2025 financial results. With me on the call today are George Simone, Chief Executive Officer; and Bill Zerella, Chief Financial Officer. Before we get started, please note that today's comments include forward-looking statements, including statements regarding future financial guidance. These forward-looking statements are subject to risks and uncertainties and involve factors that could cause actual results to differ materially from those expressed or implied by such statements. A discussion of the risks and uncertainties related to our business can be found in our SEC filings and in today's press release, both of which can be found on our Investor Relations website. During this call, we will discuss both GAAP and non-GAAP financial measures. A reconciliation of GAAP to non-GAAP financial measures is provided in today's earnings materials, which can also be found on our Investor Relations website.

And with that, let me turn the call over to George.

Thanks, Tim. Good afternoon, everyone, and thank you for joining us today. We are pleased with the ACV team's execution in Q4, delivering revenue at the high end of guidance and adjusted EBITDA above the high end. Our performance was driven by solid execution in our dealer wholesale business despite challenging market conditions as we continue to gain market share, expand our dealer partner network and drive adoption of our value-added dealer solutions. And again, ACV Transport and Capital delivered strong revenue performance. We also executed on our product road map to further differentiate ACV's marketplace experience, support our commercial wholesale strategy and expand our TAM.

Turning to 2026. We are expecting revenue growth in the low double digits and adjusted EBITDA growth of approximately 28%, which includes additional growth investments to support our medium-term financial targets. We're confident that executing on this profitable growth strategy will create significant long-term shareholder value. With that, let's turn to a recap of our results on Slide 4. Q4 revenue was $184 million, growth of 15% year-over-year, and we sold 193,000 vehicles. For the full year, we delivered 19% revenue growth and grew units by over 86,000 or 12% year-over-year.

And adjusted EBITDA grew by over 100%, demonstrating the scale in our model. Next on Slide 5, we'll again focus our discussion around the 3 pillars of our strategy to maximize long-term shareholder value, growth, innovation and scale. I'll begin with growth. On Slide 7, we highlight how ACV is leveraging AI to attract new buyers and sellers, increase penetration and wallet share and gain traction with large dealer groups. Let's begin with our marketplace. Our highly accurate condition-adjusted pricing guidance enables sellers to set more informed reserve prices. Flexible auction durations and scheduling allow dealers to customize their marketplace experience. Given the challenging market conditions in Q4, dealers increasingly leaned into ACV's technology.

For buyers in our marketplace, we tailor their experience across buyer personas and optimize the bidding process by providing AI-enabled recommendations informed by dealer preferences and current market factors. These investments and our leading marketplace experience were key to growing our dealer network in 2025, with 15,000 unique sellers and over 22,000 unique buyers transacting with ACV. Our franchise rooftop penetration achieved a new milestone, reaching 35% during the year. And our major account team delivered impressive results with a 300 basis point increase in rooftop penetration. Next, on Slide 8, I'll provide some highlights on our data services. Market traction for ClearCar remains strong, especially for ClearCar service that enables dealers to seamlessly produce consumer appraisals and offers from their service lanes. ClearCar is also an effective lever to increase wholesale wallet share and attract new dealers to our marketplace. During 2025, existing dealers that launched ClearCar increased their wholesale volumes of ACV by over 50% after going live. We're also seeing early momentum with our strategy to bundle ACV Max with wholesale. A recent cohort of new ACV Max dealers increased their wholesale vehicle sales on our marketplace by an average of 40% within 1 quarter of launching Max.

Our strategy to offer a broader set of value-added solutions is creating another growth lever for ACV. Again, this quarter, we're excited to share feedback from one of our dealer partners, the Hendrick Automotive Group, which is using ACV's full suite of offerings. We posted a video on our IR website, highlighting the significant value they're deriving from ACV solutions. Turning to Slide 9. From a geographic perspective, we continue to drive strong growth within our more established regions, where network effects are driving significant market share.

At the same time, our footprint has expanded across the country as highlighted in these 4 regions, which delivered strong year-over-year unit growth in Q4. As we discussed in our Q3 call, there are certain emerging regions where we are increasing our territory manager and VCI footprint to drive accelerated growth. These efforts began in Q4 and will continue during 2026, and we are confident in the medium-term growth outlook for these markets.

Turning to Slide 10. Let's review our marketplace service offering. Beginning with ATV transportation. The transport team had strong execution in Q4 with 20% revenue growth and 101,000 transports delivered. AI optimized pricing continues to drive strong growth and operating efficiency. Revenue margin has already achieved our midterm target in the low 20s. Our off-platform transportation service continues to gain traction from our dealer partners, creating additional growth opportunities. Last, I'll wrap up the growth section on Slide 11 with ACV capital highlights. ACV Capital delivered strong revenue performance, with 48% year-over-year growth in Q4 despite actively lowering our exposure to higher risk customer segments. The ACV Capital team implemented new growth strategies while driving process enhancements to mitigate portfolio risk. As such, we are confident that ACV Capital will remain an important value-added service for our dealers and a long-term growth opportunity.

Next on Slide 12. I'll address the second element of our strategy to drive long-term shareholder value innovation. Turning to Slide 13. Let's go deeper into how we are leveraging ACV AI to drive growth and to deliver value to our dealer and commercial partners. Using machine learning, we combine inspection data and dynamic market data to provide real-time pricing for every vehicle within ACV's pricing platform. For example, we are leveraging our pricing platform to offer ACV guarantee to sellers and deliver no reserve auction to buyers. This offering remains the fastest-growing channel in our marketplace. We are pleased to see ACV guarantee mix increase to 19% in Q4. As a reminder, our guaranteed sale is highly differentiated offering that benefits buyers sellers and ACV by accelerating bidder engagement, increasing buyer satisfaction, removing seller market risk while delivering 100% conversion rate. We're confident our guarantee offering will be another key driver of market share gains. On Slide 14, we highlight how we are further differentiating ACV in the market with AI-driven next-gen products like Viper and Virtual left. We are extending our industry-leading inspection technology, vehicle data and pricing capabilities to dealers looking to unlock consumer vehicle acquisition at scale in their service line. At the recent NADA Industry Conference, we announced the next wave of availability for the Viper Early Access Program and dealer reception was tremendous. We're excited to kick off the commercial launch of Viper with select dealer partners, providing them with unique and scalable consumer sourcing platform. They will expand our TAM at a rooftop level by tapping into the large peer-to-peer segment and by leveraging pricing models that bundle Viper with wholesale we're creating a powerful new lever to drive wallet share expansion and unit growth. Wrapping up on innovation.

Let's turn to our commercial wholesale strategy on Slide 15. We are pleased to see the initial range of capabilities developed over the past year, powering our first greenfield remarketing center in Houston. Our team has been in active conversations with commercial customers to deepen our understanding of their requirements for the next phase of our software build. We believe this new digital model and end-to-end experience will transform commercial vehicle remarketing, and we also look forward to launching an additional greenfield location in Chicago this year.

With that, I'll hand over to Bill to take you through our financial results and how we're driving growth at scale.

Thanks, George, and thank you for joining us today. We are pleased with our Q4 financial performance with revenue at the high end of our guidance range and adjusted EBITDA exceeding the range. On Slide 17, let's begin with a brief recap of our fourth quarter results. Revenue of $184 million, grew 15% year-over-year compared to very strong results in Q4 '24.

Adjusted EBITDA of $8 million grew 36% year-over-year, reflecting strong expense discipline. Finally, non-GAAP net loss of $1 million was favorable relative to our guidance range. Next, on Slide 18, let's review additional revenue details. Auction assurance revenue was 55% of total revenue and grew 11% year-over-year against a very tough comparison of 40% growth in Q4 '24. This performance reflects 5% unit growth which also faced a tough comparison of 27% growth in Q4 '24. Auction and assurance ARPU of $528 grew 6% year-over-year and 4% quarter-over-quarter.

Marketplace Services revenue was 39% of total revenue and grew 23% year-over-year, reflecting continued strong performance for ACV transport and ACV capital. Lastly, our SaaS and data services products comprised 5% of total revenue with year-over-year growth accelerating to 8%. Next, I'll review Q4 costs on Slide 19. Non-GAAP cost of revenue as a percentage of revenue increased approximately 400 basis points year-over-year. The increase was primarily driven by higher arbitration costs as expected within a specific cohort of customers. Recall that our Q4 guidance assumed arbitration costs would remain elevated in the quarter, but that trend would normalize in 2026 following mitigation steps we implemented. These steps are already showing positive returns in early 2026.

Non-GAAP operating expense, excluding cost of revenue as a percentage of revenue decreased approximately 400 basis points year-over-year reflecting operating leverage in our model. Moving to Slide 20, I'll frame our investment strategy as we drive profitable growth. In 2026, we expect OpEx growth of approximately 9% and which is a decline from 12% in 2025. Note that 2026 OpEx includes approximately $11 million in additional go-to-market spending to support regional growth objectives. Even with these growth investments, adjusted EBITDA margin is expected to increase by approximately 100 basis points year-over-year. Next, I will highlight our strong capital structure on Slide 21. We ended Q4 with $270 million in cash and cash equivalents and $190 million of debt. Note that our cash balance includes $171 million of marketplace flow. In the figure on the right, we highlight our solid operating cash flow, which reflects adjusted EBITDA growth and margin expansion. Now turning to guidance on Slide 22.

First quarter revenue is expected to be $200 million to $204 million, growth of 9% to 12%. Adjusted EBITDA is expected to be $14 million to $16 million, reflecting a 7% to 8% margin. 2026 revenue is expected to be $845 million to $855 million, growth of 11% to 13%. Note that full year revenue guidance assumes that our go-to-market investments will drive slightly higher growth in the second half of the year. 2026 adjusted EBITDA is expected to be $73 million to $77 million, growth of approximately 28% year-over-year. We are expecting non-GAAP OpEx, excluding cost of revenue to grow approximately 9% year-over-year.

Now with that, let me turn it back to George. SP1 Thanks, Bill. Before we take your questions, I will summarize. We are pleased with our Q4 execution while navigating through challenging market conditions. We continue addressing these market challenges by enhancing our technology and operating models ultimately making us even more resilient. We are attracting new dealer and commercial partners to our marketplace, and expanding our addressable market, which positions ACV for attractive growth as market conditions improve. We are delivering on an exciting product road map, powered by ACV AI to further differentiate ACV and drive operating efficiencies. We are focused on achieving strong adjusted EBITDA growth and delivering on our midterm targets that we believe will drive significant shareholder value. We are committed to achieving these results while building a world-class team to deliver on our goals.

With that, I'll turn the call over to the operator to begin the Q&A.

[Operator Instructions] Our first question comes from the line of Andrew Boone with Citizens Bank.

I would love to just double-click in terms of 4Q, 25 units sold. We've seen this deceleration. Can you just help us understand whether that's competitive pressure, the market macro, anything you want to call out in terms of highlighting 4Q results? And then I'd love to ask about MAX. It sounds like you guys are seeing real results in terms of better integrating with dealers to just drive more volume. Can you help us understand what's the road map to drive better MAX adoption more broadly? .

Yes. Andrew, when you look at Q4, first, we delivered, as you can see on our revenue expectations. I think we had a really -- we had a strong quarter from a revenue perspective. For the year, we grew units 12%. So that was solid. And when you look at the Q4 compare, it was a tougher compare. But what we're doing about creating more growth of things we've talked about. We're adding more inspectors out in the field. So we'll start to see that benefit throughout this year. That's one area we're adding. We also talked about investing in a few more of the [indiscernible] you brought up. But I do want to actually bring up the real the backdrop here on on dealer wholesale is growing from the physical auction. Still 70% of the business out there is happening at physical action.

So the broader the broader need is still just to bring more and more business being had at physical auctions over to digital, which between our differentiated offerings is starting to happen more and more. On your second question on MAX, we are really starting to scale that business where it's now being connected more to wholesale. For some of the rooftops, we add an additional offering that puts a guarantee on units. So not only are we providing pricing guidance, but we'll put a guarantee, and we're starting to scale that with additional rooftops. So we look forward to scaling MAX additionally throughout the year.

Our next question comes from the line of Rajat Gupta with JPMorgan.

I had a question just following up on the previous one. It looks like your 2026 guidance, it does not assume much of a change in overall market share growth versus what you saw in recent quarters. despite your incremental margins moving lower versus where you were last year. I'm curious why that would be the case. And if there are like any onetime investments maybe Viper and other initiatives around commercial that might be causing the incremental margin to slow down? I mean, just helping it just seems a little counterintuitive to look at incremental margin driving versus market share not accelerating. If you could clarify that? And then I have a quick follow-up. .

Yes. Sure. Yes. So the -- I'll start and then Bill can chime in. Two of the investments we're making at least to, and Bill can chime in with the additional is what we made with the infield, which are additional inspectors. We're hiring some additional territory managers, as I mentioned a few minutes ago. So that's one area of additional expense and Bill could kind of go live. And second is, yes, we're starting to invest in the Viper rollout. So that's also part of the numbers. So we believe Rajat, as we're making these investments throughout the year, we'll start to see more of an impact towards the back half of the year because obviously it takes a little time to get these things going. But Bill, maybe you can chime in some more of those.

Yes. So we're not just to go through the numbers again. So the incremental spend that we've baked into our guidance for this year in terms of those go-to-market investments is approximately $11 million. If you look at our incrementals, excluding that, they would have actually grown 500 bps year-on-year from 25% to 30%. So that's number one, just ensure you got the right numbers, right? And as George said, at this point, it's early in the year, we're making these investments, obviously, with the with the objective of driving more share gains. But we're pretty conservative at this point in terms of what we're going to bake into our guidance until we start to see these investments pay off over time.

Understood. So the market share, essentially applying higher market share acceleration in the later in the year, assuming these investments in been fruit.

Yes. There's -- we're assuming a slight increase in the second half of the year versus the first half. But again, we're taking a more conservative perspective at this point until we start to see this play out over time.

Understood. And just a quick follow-up, a little more high-level question. Could you maybe comfort investors around just the risk of AI to the business. I mean, clearly, there seems to be a lot of interpretation around. Anything you can help just provide more clarity around that? What differentiates APV, what differentiates our business model. Is there a risk -- is there a benefit from AI? Maybe if you could just dig a little deeper into that and just how you're thinking about that. .

Yes. I mean, the irony, Rajat, is we are the disruptor. We are the AI disruptor in this category. So we are that company that is aiming to change automotive for the better. We're the company who's trying to help a traditional retailer like a franchise dealer, as cars drive through a service drive, take pictures and videos and predict the retail price within a $38 that it's going to sell for and estimate wholesale value was in $100 to a point where we'll guarantee it. we're the ones making predictions on what types of inventory they should be buying and selling. We're adding new capabilities throughout the year that really will help franchisees become more efficient and actually need less people. So we're huge fans of what you can do, they came to be that disruptor. [indiscernible] to be the one that helps really franchise dealers modernize their use of these tools. We're integrating with a lot of different vendors. So it's not like we're picking 1 widget or 1 thing. We're integrating with all the CRMs and all the DMS solutions. And so regardless of what tech stack the dealer chooses.

So yes, we're -- we should be 1 of the beneficiaries of the of the speed that you're hearing from investors is that all industries will change, AI will change every single industry. This will be one of them, and we should benefit from that.

I guess, I guess the interpretation is that there might be a stormy that that can do what you're doing in a much easier fashion, maybe providing the inspection capability to the dealers directly or the pricing capabilities. Is there anything you can do to protect your position? Or do you even see that as something realistic or practical? .

Yes. I think listen, I think investors should do their homework. They should -- you should watch the video we posted regarding what we do for the largest private automotive company in the country post in our Hendrick Automotive watch that video, see what we're doing. They should do the research we're doing for some of the public automotive groups who speak very highly about the way ACV is doing for them. I think when you do your homework, you'll see we're not just predicting numbers. We're predicting them to the point where we can back them and guarantee that. So yes, there could be start-ups that emerge in this category, but I think they'd have to raise hundreds of millions of dollars, if not billions. So then have the balance sheet and the data which would be very difficult to do. We've inspected over 1 million cars a year that we know all these scratches, all these dens. We've now earned the credibility to be part of the workflow for all these dealer groups. So I could see why in other industries that they would be concerned. But in this one, Bae are that disruptor.

Our next question comes from the line of Ron Josey with Citi. .

George, I wanted to ask about conversion rates. I'm just wondering if they return back to normal seasonality in the quarter after some sort of ups and downs last year and then thoughts on conversion rates in the '26. And then maybe bigger picture, when we look at the unit growth improvements across the Carolinas, South Florida, South California to East Texas, remind us what led to the outsized growth here and sort of what this means going forward?

Yes. On the first point, our conversion rate for Q4 was up year-over-year, where most of our competitors were flagged out. So we did see a year-over-year improvement in conversion rate. And we saw that, I think the overall improvement or no reserve sale is doing this, what we refer to our investors the guarantee offering we give the guarantee to the seller, the buyer gets a no reserve offering where they can bid without a reserve. It's really helping not only differentiate ACV by delivering a better buying experience, a better seller experience. So we did see a conversion rate. Obviously, Q4 is always tougher on conversion rates, but we're executing well. And we actually do see our overall, our guarantee and no reserve offering continue to grow.

This quarter, it started out we're already in the the 20% range of our total oil units now selling, and we're seeing more and more of our customers start to adopt the product. So one, I would say conversion rate, I believe, we're starting to become some of the best in the industry. And we did also to help on conversion rates. We were harder on sellers who are giving us overpriced cars. We did get rid of a few sellers. We implemented more policies to make sure it's a better buyer experience. So we're being more and more prudent on not just chasing units, but making sure we're building the best experience. So we started to really sort of manage the marketplace with stricter rules. And that's really coming out. I think we're seeing higher buyer NPS as it relates to the sell-through at rate conversion rate, probably than I've seen in several years. So we're seeing some confidence from buyers coming back on conversion rate. So that was a long-dated conversion.

Yes. And then, Ron, just to put a finer point on the numbers. So sell-through in Q4 was up 150 bps year-on-year. which, for us, as we think about our business and kind of the trends that we can hopefully drive going forward, that can, over time, become more and more material.

And then on your second question, what did we do differently? We brought -- I'd like to give you an example of Carolina is we took a very strong performer of ours that was in the New York metro area, who is a territory manager, we promoted him to a regional director down to Carolina. So we brought somebody that really do the ACV model. He then worked with the local territory managers. We also, I believe, added an additional territory manager in this region. We hired additional inspectors. And we really just doubled down. Strong execution they really know how to present our differentiated offering. So yes, I would say that market, Carolinas took us a little bit longer than we would like to grow.

But now it's growing. And we've got strong talent there. They've got great momentum, and we feel really good about it. The same story with South Florida. Our team down there is just a great team. they keep differentiating the ACV offering, whether it be the guaranteed sale. We -- they're also 1 of the ones that are starting to leverage our inspector teammates to go out and help on the buying activity on the demand side, so of leveraging our inspector base not only listings, but just getting out into the field more, both sellers and buyers. So that leader down there, I met with him last week, is doing a fantastic job of just building out South Florida.

So yes, we're really showing that region by region, we got more work to do over here, but I'm really, really excited to see where we've got the right talent. We've got the right folks out there, we're starting to take share at healthy rates.

Our next question comes from the line of Bob Labick with CJS Securities.

I wanted to ask Viper, you talked about rolling out this year. You talked about a lot of dealer interest at recent shows and stuff. Have you said -- I guess, when will it be in the field? But more importantly, what are the keys you're watching for in your launch once you get it out there before you decide to do maybe a more widespread rollout.

Yes. Thanks, so we are -- our #1 priority with Viper in these initial rods is really to help ensure the dealers going to be able to leverage us to acquire more vehicles. We think about dealers optimizing their revenue is all about the top of the funnel, sourcing more cars. If they can source more cars, then they can optimize and decide which cars should they be retailing, which car should they be with the wholesale. So these initial customers primarily have ACV MAX as their inventory management system. Our goal is to get them to buy more cars. So think a dealer buying 30, 40, 50, 70 plus cars, they call off the curve or [indiscernible] primarily from their service drive. So that's a key KPI is helping them buy more cars. Some of the dealers we're talking to have very large goals. Bill and I actually met with 1 of them last week, and the General Manager of that store was a dealer who said he'd like to buy 100 in number. He wants to retail 100 more used cars a month which means he's probably going to buy more like $125 million to $130 million.

Yes. And retail the ones that he wants to keep.

So that's the example, Bob, of here's a dealer who just got Viper, and those are the words of a specific dealer. And -- so [indiscernible] site because here's a simple math, they buy more cars, they're going to wholesale more. The more they buy, they're going to keep the best 60% to 70% for retail. And then they'll end up wholesaling somewhere around 30% to 40% of these starts. And so think about it as TAM expansion for us at a rooftop level. So you'll see cars that either would want peer-to-peer or cars that would have went to 1 of the large big-box type companies will now get purchased by that dealership. So Said another way, we think some of the best-run dealerships in the country are going to be dealers that have Viper. And if we could turn that rooftop into 1 of the best run dealerships in the country, right? Then there's a bigger -- even a bigger reason to be working with ACV in the ECB portfolio.

Okay. That's exciting. So I can't wait to watch that as it rolls out. And then you gave us a few stats on ACV price guarantee of 19% in the quarter and ticking up already for no reserve auctions and percent of volume. Is there a natural level or a goal for that or a level that it can't go above? Or how do you think about the progression in the no reserve auctions in the percent of volume that could be? .

I think if we could see our no reserve sales being -- that won't -- I don't know what it will hit this year, but I think if it could hit mid-20-ish percent range this year, I'd be ecstatic, maybe higher, who knows. But it's really we're not saying every single car should run no reserve, right? If you look at some vehicles, like a frontline vehicle, a dealer just running it for 24 hours on our platform.

We're not seeing every single car needs to run that way. But there is a halo that's happening on ACV's marketplace right now because the more cars that are running now reserve, buyers are showing up. We're still now -- I think I mentioned in a prior call that we've got in bidders per car, I think we're now at over 10 bidders per car. So that keeps climbing, where we've got tremendous bid activity. That's on average because there are some parts that might have 20 or more bidders per vehicle. So we've got great bid activity. It's allowing us to have our data science and predictions are getting better and better. at asked the question earlier about AI. I mean when you think about the ultimate sort of machine learning, AI predictor is not just using third-party data out there in the Internet. But this is our data where we can put a number on a car, measure it of how well we execute. And then to have the bidirectional integration with the DMS, where we know what dealers are retailing the cars for. We're in a really unique spot. So we're really pleased with where we're at today. with our guarantee offering and how it's producing these sort of no reserve opportunities for buyers.

Our next question comes from the line of Chris Pierce with Needham & Company.

Just to -- I just want to under sand -- I may not have the math right, but if I look at just pure auction recognized revenue per unit, it's in line with Q3. And on the prior call, you talked about incentivizing sellers, power sellers and people to try to price guarantee, should we -- and I know that incentivizing power cells has sort of been a longstanding industry dynamic. Should we think about that for you guys as something that's not temporary and that's sort of going to be sort of like the new normal as industry competitive levels change? Or like if I reading into something? I just want to get you on that. .

Yes. I think that's a good point. We're Revenue per unit in Q4 was healthy to your point. And I don't think you should think of it as temporary. We're not that worried about competition, where we think revenue per unit is going to like fall. Bill might be able to add little more color here. But I think that's a really good point. We're -- we did want to bring up to investors in the last earnings call that we didn't want our investors. I'm an analysts like significantly increase ARPU over the next year to give us that ability, as you said, to reinvest.

But having said that, you -- but I don't anticipate ARPU to go down meaningfully. But Bill, maybe there's more you can chime in here.

Yes. So Chris, just to look at the numbers. So in Q3, our auction and insurance ARPU declined slightly from $5.23 in Q2 to $5.08. and then it bounced back up in Q4 to $5.28. So what's baked into our modeling going forward and incorporate into our guidance is an assumption that, that $528 pretty much is flat to maybe up very modestly in Q4 -- I'm sorry, in 2026. So that's kind of the modeling that we've baked into our financials in terms of what we're giving you guys for the year. So we'll see how it goes, but it's going to hold up probably slightly better than we previously were modeling on our last call.

Okay. And then just on competitive dynamics broadly, I can't speak for all investors, but I feel like there was a school of thought that if we look back 2 years ago, wholesale was going digital, and it was going to be a winner take most market. Would you push back that on maybe investor sentiment changing or the industry sentiment changing that wholesale is could go digital, but it will be a duopoly type market, and that will naturally be buffers for each other's growth and comps play a role and things like that? Like I guess, when you look at the industry 3 to 5 years from now, do you have a different project than you did maybe 18 months ago? .

So I think at the end of the day, we're going to focus on being the leader. I believe we are still the dealer wholesale leader. We put on -- how many units I said in the call, 86,000 units. I don't believe anybody else put on 86,000 dealer wholesale units last year. And that -- and when you think about our differentiator, we're at -- we're not only in the wholesale category. We're helping dealers create their business better. I really recommend as folks are thinking about this like not only watching the video, but talking to our end customers. People were working with are happy with our wholesale loss. What they're really saying is ACV is helping us run our business better.

Go back to Rajat's question about AI changing histories like automotive. And I think investors should be worried that AI will change industries. I think that is a legitimate worry. We're doing that in this industry, helping dealers execute better. Now is there still a way to go where physical auctions are still the majority of the cars sold, yes. And we will continue to grow. Now is there also some I would say, credit to also -- it may not winner take all. It could be a -- there could be a couple of winners in this category. I think there's truth of that too. So I think we're going to be the leader I believe we're going to have the most differentiated offering. I believe there's also room for others because at the end of the day, there's only 30-ish percent of the industry right now that's moved to [indiscernible]

Our next question comes from the line of Eric Sheridan with Goldman Sachs.

Maybe two, if I could. Given some of the moves you made to expand footprint through 2025, how should we be thinking about investments to deepen that reach in 2026 as a driver of growth? And how that fits in broader strategic priorities? That would be number one. And any update on Project Viper. I don't think I saw anything in the prepared remarks or anything on the call so far. I just wanted to get a quick update on the technology side from Project Viper and how to think about that rollout as we get into '26 as well. .

Yes, certainly, Eric. So we are hiring away on the inspectors. I think between the next couple of months, we've got between this month, next month, I think we've got like 30 people in training right now. So we're hiring, we're training. We will hit our inspector numbers [indiscernible] I'm hoping by Q3, which incorporates both the hiring and training to really get the national footprint I'd like in place right now. So you will see us just continually executing in that regard to increase our opportunity of going out and inspecting our and growing our footprint across the country. So it will take us several quarters to both get the hiring in trend place. But I'd like to get this national footprint, the way I would like it to be talent and inspecting more cars a day. My goal is to get most of this in place by the end of Q3. It's sort of my goal. It's an aggressive goal, but we're working hard.

So that's on the -- like how to think about the talent and hiring and training because obviously, it's not just hiring, but it's also training and getting all the in the right places. And then second, your question on Viper, we are -- we're just -- we're -- we've done 2 things. One is we're starting to implement somewhere around -- it's about 5 to 10 a month right now. We're in the early days, Eric, we're out putting somewhere, I think, around 5 to 10 a month over the next -- throughout the year.

I think of these as the early dealers that are our dealers who are helping us not only integrate with the other third-party vendors, those things about like CRM companies, DMS, like the various vendors, but also helping us nail down a few of the other requirements. So our goal is to put somewhere north of 100 of these out in the field, maybe as close as 200 ml, so things like 100 to 200 of these. We've got at least 200 hand-raisers, probably more than that. People are saying they want it right now. I don't think we'll get them all out this year. We'll see.

So that will be getting them all live, making sure the product is accomplishing objective number one, which is helping them buy [indiscernible]. Objective number two, helping them have retail photos faster on their websites, which helps them retire faster and objective #3, which is on their service revenue, helping them dealers, for example, we're predicting tire depth at a pretty incredible. Like my team is saying 90% confidence, higher than 90% confidence on tire debts. So think about cars going through and the dealer can now upsell tires to consumers as they're coming through. And it's also a way to help value the vehicle. So whether it's selling more cars, buying more cars or their service revenue going [indiscernible] which are the 3 key things we're watching. Our goal is start scaling this early next year, where once we've proved our -- we feel really, really good. We just don't want to go build us a month right now or some significant number. And then we find out we wanted to speak something, we just wanted to change something. And so the thought is be prudent. As you know, we do move fast, but we are pretty prudent over here make sure we feel like everything is going in the right direction.

And then early in the year really start to scale this thing where throughout the year, we'll also start taking orders.

Eric, it's Bill. So just again, just going through the math. So we already talked about the $11 million incremental investment on the go market side. So the incremental investment on the Viper side that's primarily going to flow through our financials as CapEx since we capitalize these units and then amortize those costs over a subscription period. That's also another high single-digit NIMs. So call it approaching $20 million of incremental investment for those 2 initiatives combined. And then more to come on the business model on future calls, but think subscription but also tying back to wholesale. And that will be an opportunity for us to both help the dealer achieve their objectives, but also us drive our wholesale, our wallet share and rooftops working with us.

Our next question comes from the line of Naved Khan with B. Riley Securities.

So George, maybe just looking back at your commentary in November. I think when you talk -- thinking about 2026 back then, you said it's prudent to probably assume that wholesale market stays flat in 2026. And now we are in Fab 2026, anything that might have changed into your thinking about the market for this year versus maybe about 3 months ago.

So that's my first question. And then the second question is around arbitration expense. And just wondering what are the kind of drivers here to get this thing down. Is this really what of function price volatility as that comes down, you expect it to come down? Or you did do some cleanups. So I was just trying to understand the drivers there. And any color there would be helpful.

Yes, certainly. Your first question on market. As of right now, we're not changing our perspective of dealer wholesale being flat for the year. But obviously, a very good question. In January, according to dealer wholesale was down by 6.5%. So you saw January was -- the market was down. Obviously, there was a lot of weather February, there was also -- there's been some weather, obviously. So I think too early to say it will be down for the whole year.

And I think there's enough things going on in the industry between what can happen with the tax refunds and look at when you generally think about the benefits right now of buying a used car from a tax perspective, there's benefit. There's going to be enough benefits on the used car side. There's going to be supply benefits of off-lease coming and dealers are going to buy a lot of these cars. So as of right now, even though I would say the year started out with dealer wholesale being down, I would -- we are still thinking that it will be a flattish year. And your second question arbitration, a very good question. We feel really good about where our arbitration is in Q1 and where we're going into the year.

We did really moved out some bad actors on the platform in this November and December of last year. And we started to really just covering the platform better. And that's really playing out well. I think it's also the ACV brand of we're not letting folks take advantage of this anymore, starting to get out there. And I wish I would have just done the sooner, but I think as leaders, you just -- you kind of -- as you're growing these businesses, you sometimes are just chasing a little bit.

And I'm really proud of the team, really, really proud of the team. We executed extremely well in Q4. We are going into the year seeing MPS, I'm seeing buyer satisfaction I'm seeing on the seller side and the buyer side, more and more accountability. So yes -- and plus our technology is getting better. Another thing, Rajat mentioned about like using AI. We're starting to use AI to figure out what's going on with sellers and buyers and other types of things. So all in all, I'm proud of how the team is executing on arbitration. And one other item I would add to what George indicated is with all the inspectors that we're adding that we've already had and we'll continue this year, also going to deleverage that increased inspector head count out there to also validate certain arbitration claims.

So that will kind of give us another opportunity to ensure that we're paying out when it makes sense to pay out based on validated claims. Yes. This is something we recently started piloting and having the additional head count really helps because we right now send these cars to some type of local dealership. And we found really, it's been very helpful to go put our own eyes on the car.

So yes, as Bill mentioned, it will be another positive way of us managing arbitration and allows us to handle these claims faster. It's not only having -- it becomes for the good actors, a better process because now we can send our person out there to validate the arbitration.

Our next question comes from the line of Jeff Lick Stephens.

I got kind of a series of questions around helping dealers run their business better. They're all kind of related. Firstly, could you maybe talk a little -- dig a little deeper on the usage, the earlier turns on using Viper to boost service attachment and upsell in the service lane.

And then along with that, if you guys do a scan, do you own the data? Or does the dealer own the data? Or did you guys both have access to it? And then I was wondering if you also elaborate into -- I know you guys are doing some kind of the label auctions or dealer auctions with different groups using your data? Just kind of wondering if you could talk about those things.

Yes. We've been starting to scale our service drive acquisition, both pre-Viper and now starting to leverage Viper as well. But we're -- Jeff, we've got roof taps buying, I would say, anywhere between for and 1 is high. It's 10% of all ROs [indiscernible] service orders coming through their service drive. So these are unbelievable numbers. So I think on a rooftop basis, this could be anywhere between 40 and 100 cars a month. Bill, I met with 1 other day that was already buying, what did you say 75...

No, he's already you're already buying over 150...

A month. So we're seeing some -- we're already starting to see, Jeff. Now we've got to sell it. I think like we got to go from like dozens of rooftops, like thousands, but where ACV is in place and where the dealer takes our best practices, our numbers are like off the chart. But we've got to get more rooftops doing it. And so ClearCar by itself meant the dealers left go around, they got to the yes, no question, which, by the way, only takes a few minutes. So I would like to see more and more of them think it. And we now in parallel for a few rooftops, again, early stage, we'll actually put a guarantee on the cars. That's not helpful because one of the negatives we're finding is even with all of our tech, they still only go put offers on the ones they really want to buy, which is not good for them or us.

So now that we -- and our some pilots actually put a guarantee. Now they don't feel like they're taking a risk buying a car, they had no business buying. And so that's also being helpful. So we got to take this from dozens of rooftops to hundreds to thousands of rooftops. But great thing what I found in my entire career, I remember when we were selling a few hundred cars a month at ACV audience, and we told the world we're going to go out there and disrupt dealer wholesale. Probably a lot of people thought we're crazy. And I'm sure those folks who are saying, you're going to do all this with AI, it sounds a little crazy. But once you could do it with dozens, you can do it with hundreds, you could do it with thousands.

And I've seen that throughout my entire -- so that was your question one. Your question two on data at the dealers' data at the end of the day, and then we have the right to use the data in an aggregated methodology. I don't really want to speak any more to that on a public colleague this, but it's a win-win on how we were respectful about their data, but then how we could use the data for doing the things we're talking about, like we're talking about today, pricing predictions, things like that. So we have a very senior team from a legal and data perspective here. and doing it for 10 years. And so we've been able to do this in a way that's both positive for the dealers at us?

Do you see eventually the ability to charge kind of non-volume contingent recurring revenue, maybe charge more for helping the dealer run their business better and not necessarily tying that to auction volume? .

They will be both. So the way the model works -- and I try not to talk about the models today, that's really for middle of this year. But at a really high level, the way it will work is -- the dealer will pay several thousand bucks a month. I won't say the numbers just yet, just in oven's modeling it yet. And then there'll be a rebate. So if we don't get the whole volume that we'd like to get, then they'll just pay us a healthy number. Because by the way, that's still a win-win. So if they end up just being a high, high SaaS revenue account for us, and that's what they decide. Let us say [indiscernible] happens to own a physical auction as an example, right? There's a couple of dealers here that across pet own physical auctions. So look, we have a great model.

Well, we're going to charge them is still fantastic, but it would be a more significant subscription revenue. So yes, it will be a win-win, whether we get the wholesale volumes, which we think the wholesale volumes per rooftop. We'll be -- could add TAM expansion that could be 20%, 30%, maybe more than the typical rooftop. So we're pretty excited about it.

And our next question comes from the line of Gary Prestopino with Barrington Research. .

George, I had a couple. I got a question on guarantees and I had a question on Viper. So with the guarantee, once it hits the reserve, do you start to see an influx of increased bidding. Does it kind of work like some of these classic car meta auctions where once the reserve comes off, the price goes up precipitously. .

Yes, Gary. That's exactly the way this world operates. Dealers that are sitting on cars want to know a cars for sale. And when they know a car for sell, they'll invest at the time. They don't want to go bid on car after car and waste their time. And we believe the ACV no-reserve sale, look, percents its own auction, the rest of ACV doesn't exist. As the rest of the industry doesn't even exist. While our no reserve sales going on, we believe we have the highest bid activity in the industry. And so Gary, yes, you're seeing exactly that because dealers are willing to test their time as they know the top bidder is going to get the car.

Okay. And then on Viper, I realize it's real early in the gains there. But what does your system do? Or how are the dealers getting over the reticence of the individual that owns the car to really trust the data to trust what's being spit out by the dealership. There's always an inherent conflict of interest there, right? .

Yes. Good point, Gary. I think you're really bringing up that between AI and machine learning, we need the customers who appreciate in trust, right, the system. The good news is we've been out showing the end results of our data profile. And when you look at the last few months, and real to the last few quarters, our retail prediction with a card and sell for in the next 30 days. Most recent results was within $38. So that's not me to saying, "Hey, this should work someday. This is saying, our prediction of what the car is going to sell. We're not -- won't always -- even within $100, even within $200, that's incredible. So Gary, we're not just we didn't just build a hardware unit here and say, okay, go learn. We've been learning through AC Max. We've been learning through ACV auctions. Our wholesale predictions are within $100. So when you have this ability to walk in there with hardware that you've already been learning, you've already been proving. It allows us to have more credibility to do what you're asking, which is how do we change their process to trust it because we are walking in. Now will there still be a transitory process to get trust, of course.

But at least we're walking in to this opportunity with a lot of credibility.

[indiscernible], I think we're at the end of the call. So from here, I'll just say thank you for joining us tonight. We hope to see you on the conference circuit over this next quarter. And again, thank you for your interest in ACV, and everybody, have a great evening. .

Thanks so much.

Thank you. And this concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.

Greetings and welcome to the ACV Third Quarter 2025 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded.

It is now my pleasure to introduce your host, Tim Fox, Vice President of Investor Relations. Thank you. You may begin.

Good afternoon, and thank you for joining ACV's conference call to discuss our third quarter 2025 financial results. With me on the call today are George Chamoun, Chief Executive Officer; and Bill Zerella, Chief Financial Officer.

Before we get started, please note that today's comments include forward-looking statements, including statements regarding future financial guidance. These forward-looking statements are subject to risks and uncertainties and involve factors that could cause actual results to differ materially from those expressed or implied by such statements. A discussion of the risks and uncertainties related to our business can be found in our SEC filings and in today's press release, both of which can be found on our Investor Relations website.

During this call, we will discuss both GAAP and non-GAAP financial measures. A reconciliation of GAAP to non-GAAP financial measures is provided in today's earnings materials, which can also be found on our Investor Relations website. And with that, let me turn the call over to George.

Thanks, Tim. Good afternoon, everyone, and thank you for joining us today. We are pleased with our team delivering record revenue despite challenging market conditions during the quarter. Our performance was driven by solid execution in our dealer wholesale business as we continue to gain market share, expand our dealer partner network, and leverage our value-added dealer solutions. And again, this quarter, ACV Transport and Capital delivered record revenue performance.

We also executed on our product road map to further differentiate ACV's marketplace experience, support our commercial wholesale strategy, and expand our TAM. As Bill will detail later, we have updated our 2025 guidance to reflect continuing crosscurrents in the broader macro environment, while still expecting to deliver strong top line growth of 19% year-over-year. Furthermore, we expect to deliver strong adjusted EBITDA growth of over 100% while continuing to invest in our long-term growth objectives. We're confident that executing on this profitable growth strategy will create significant long-term shareholder value.

With that, let's turn to a recap of our results on Slide 4. Q3 revenue was $200 million and grew 16% year-over-year, against a tough comparison in Q3 2024 with 44% growth. We sold 218,000 vehicles, which was 10% year-over-year growth despite the sustained market deceleration during the quarter.

Next on Slide 5, we will again focus our discussion around the 3 pillars of our strategy to maximize long-term shareholder value: growth, innovation, and scale. I will begin with growth. On Slide 7, we highlight how ACV is leveraging AI across our suite of solutions to attract new buyers and sellers, increase penetration and wallet share, and gain traction with large dealer groups.

Let's begin with our marketplace. For sellers, we provide highly accurate, condition-adjusted pricing guidance, enabling them to set better informed reserve prices, increasing buyer engagement. Flexible auction durations and scheduling allow dealers to customize their marketplace experience. Given the challenging market conditions, with vehicle price depreciation above normal seasonal patterns, dealers are increasingly leaning into ACV's technology. The buying experience on ACV is tailored across buyer personas, and we optimize the bidding experience by providing AI-enabled recommendations informed by dealer preferences and current market factors.

Our differentiated marketplace experience is showing up in the numbers. In Q3, we achieved new quarterly milestones with over 10,000 sellers and 14,000 buyers transacting in our marketplace. Our franchise rooftop penetration also achieved a new milestone, reaching 35% in the quarter. And our major account team delivered impressive results with rooftop penetration within the segment increasing 300 basis points year-over-year. Lastly, from a geographic perspective, we delivered solid growth in our more established regions, where ACV has built significant market share. We also delivered accelerating growth in several emerging regions, like in Southern California and the Midwest, where unit growth exceeded 20% in Q3. While we are very pleased with this performance, there are certain emerging regions where we are enhancing our field engagement model to accelerate growth. These efforts will continue in 2026, and we are confident in the medium-term growth outlook for these emerging regions.

Next on Slide 8 I'll provide some highlights on our data services. Market traction for ClearCar remains strong. Dealers are leveraging ClearCar service to generate consumer appraisals and offers in their service lanes, creating a valuable sourcing channel in the current supply-constrained environment. While this is great for our dealer partners, ClearCar is also becoming an effective lever to increase wholesale wallet share and attract new dealers to our marketplace. Dealers that recently launched ClearCar increased their wholesale volume by over 30% after going live. And 50% of recent ClearCar customers also became new sellers on our marketplace.

ACV MAX is gaining further traction in the industry with dealers now using AI to accurately price retail and wholesale inventory. And we're seeing the same cross-sell dynamic when bundling ACV MAX with wholesale. A recent cohort of new ACV MAX dealers increased their wholesale vehicle sales on our marketplace by an average of 40% within 1 quarter of launching MAX. We're excited to see that our strategy to offer a broader set of solutions is creating another long-term growth lever for ACV.

Turning to Slide 9. Let's review our marketplace service offerings, beginning with ACV Transportation. The Transportation team had strong execution in Q3, again, setting records for both quarterly revenue and transports delivered. AI-optimized pricing continues to drive strong growth and operating efficiency. Revenue margin expanded 200 basis points year-over-year in Q3 and was in line with our medium-term target in the low 20s. And our off-platform transportation service continues to gain traction from our dealer partners, creating additional long-term growth opportunities.

Lastly, I'll wrap up the growth section on Slide 10 with ACV Capital highlights. ACV Capital team delivered strong revenue performance with 70% growth in Q3, which was the fourth quarter in a row of accelerated growth. In terms of managing risk and in light of the bankruptcy of a former customer, Tricolor, we conducted a review of our loan portfolio. Based on our review and current macro factors, we're lowering our exposure to higher-risk customer segments and reducing our Q4 ACV Capital revenue forecast. Overall, we are confident that ACV Capital will remain an important value-added service for our dealers and long-term growth opportunity.

Next on Slide 11 I will address the second element of our strategy to drive long-term shareholder value, innovation. Turning to Slide 12. Let's go deeper into how we're leveraging ACV AI to drive growth and deliver value to our dealer and commercial partners. Using machine learning, we've used inspection and dynamic market data to provide real-time pricing for every vehicle within ACV's pricing platform. Last quarter, we highlighted how we're leveraging our pricing platform to offer ACV Guarantee to sellers and deliver a no-reserve auction format to buyers. This offering is the fastest-growing channel in our marketplace. We were pleased to see ACV Guarantee increase from 11% units sold in Q2 to 18% in Q3. As a reminder, our Guarantee sale is a win-win-win for buyers, sellers and ACV. This offering accelerates bidder engagement, increases buyer satisfaction, and delivers 100% conversion rate while removing seller market risk. We're confident this highly differentiated offering will be another key driver of continued market share gains.

On Slide 13, we highlight how we're expanding our competitive edge with AI-driven next-generation products like Project Viper and Virtual Lift 2.0. Since launching our first few pilots in Q2, we added new dealers and our own remarketing centers to the pilot program. To date, over 60,000 vehicles have been inspected by Viper and Virtual Lift, and our team is leveraging this data to fine-tune the product. We are receiving tremendous feedback from dealer and commercial partners as our imaging and AI models are maturing and identifying key inspection data. We are looking forward to the commercial launch of Project Viper and Virtual Lift 2.0 in 2026.

Wrapping up on innovation, let's turn to our commercial wholesale strategy on Slide 14. Our first greenfield remarketing center in Houston successfully completed its soft launch and volumes are beginning to ramp. Our team has deployed a range of capabilities developed over the past year, including vehicle assignments from AutoIMS, commercial inspection applications, work order and repair estimates, and integration with ACV's wholesale marketplace. We believe this new digital model and end-to-end experience will transform commercial vehicle remarketing. We also look forward to launching additional greenfield locations to expand our footprint.

With that, I'll hand it over to Bill to take you through our financial results and how we're driving growth at scale.

Thanks, George, and thank you for joining us today. We are pleased with our Q3 financial performance. Along with record revenue, we continue to deliver strong adjusted EBITDA margin expansion and growth, demonstrating the strength of our business model.

On Slide 16, let's begin with a recap of our third quarter results. Revenue of $200 million grew 16% year-over-year and was at the midpoint of our guidance range, despite market headwinds in the last 2 months of the quarter. Adjusted EBITDA of $19 million was at the midpoint of guidance, with margins improving 280 basis points year-over-year. Note that adjusted EBITDA benefited from a $7.6 million class action lawsuit settlement against a data services vendor. However, this benefit was almost entirely offset by approximately $7 million in ACV Capital reserves. As George discussed earlier, during our quarterly review of capital loss reserves, we factored in current macro conditions and exposure to higher-risk customer segments, which yielded a higher level of reserves booked in Q3. Adjusted EBITDA also excludes $18.7 million of operating expenses related to the Tricolor bankruptcy. Finally, non-GAAP net income of $11 million was also at the midpoint of guidance. Non-GAAP net income includes the net impact from the legal settlement and ACV Capital reserves and excludes the $18.7 million bankruptcy-related reserves.

Next on Slide 17, let's review additional revenue details. Auction and assurance revenue was 56% of total revenue and grew 10% year-over-year against a very tough comparison of 52% growth in Q3 '24. This performance reflects 10% unit growth and Auction & Assurance ARPU of $508, which grew modestly year-over-year but declined 3% quarter-over-quarter. The sequential decline resulted from targeted volume pricing and ACV Guarantee promotions we implemented to support our seller acquisition strategies. We were pleased to see the promotional activity deliver early returns, with unit growth accelerating in September to 13%, reflecting 16% market share gains. Note that we're expecting Auction & Assurance ARPU to increase sequentially in Q4. Marketplace Services revenue was 40% of total revenue and grew 28% year-over-year, reflecting record revenue for ACV Transport and ACV Capital. Lastly, our SaaS & Data Services products comprised 4% of total revenue and grew 2% year-over-year.

Next I'll review Q3 costs on Slide 18. Non-GAAP cost of revenue as a percentage of revenue decreased approximately 100 basis points year-over-year. Note that cost of revenue benefited from a $7.6 million credit related to the class action lawsuit settlement. Excluding the credit, cost of revenue as a percentage of revenue would have increased approximately 300 basis points. The increased cost of revenue was primarily driven by increased arbitration costs within a specific cohort of customers. Given the pressure dealers are facing in the current market environment, we expect arbitration costs to remain elevated in Q4, but are taking steps to mitigate the impact and expect trends to normalize in 2026. Non-GAAP operating expense, excluding cost of revenue as a percentage of revenue, decreased approximately 100 basis points year-over-year. Note that Q3 non-GAAP operating expenses included the increase in ACV Capital reserves resulting from our loan portfolio review.

Moving to Slide 19, I'll frame our investment strategy as we drive profitable growth. In 2025, we expect OpEx growth of approximately 12% to support our remarketing center strategy and commercial platform investments. Even with these growth investments, adjusted EBITDA margin is expected to increase by approximately 400 basis points year-over-year.

Next, I will highlight our strong capital structure on Slide 20. We ended Q3 with $316 million in cash and cash equivalents and marketable securities and $220 million of debt. Note that our cash balance includes $200 million of marketplace float. In the figure on the right, we highlight our strong year-to-date operating cash flow, which reflects adjusted EBITDA growth and margin expansion.

Now turning to guidance on Slide 21. Following 2 months of year-over-year declines in the dealer wholesale market in August and September, market conditions continued to weaken in October. Dealer wholesale price depreciation has been tracking above normal seasonal patterns, which has pressured industry conversion rates. As such, we're expecting the dealer wholesale market to decline in the mid-single digits in Q4, which is more than previously anticipated. Our updated guidance factors in this more challenging market environment and a $2 million reduction in projected ACV Capital revenue, reflecting a more cautious approach in Q4 as we prepare to further scale in 2026. We are now expecting fourth quarter revenue in the range of $180 million to $184 million, growth of 13% to 15%. Fourth quarter adjusted EBITDA is now expected to be in the range of $5 million to $7 million, reflecting the impact of the market conditions on dealer wholesale volumes plus higher expected arbitration costs discussed earlier.

Based on the revised Q4 outlook, 2025 revenue is now expected to be $756 million to $760 million, growth of 19% year-over-year. Adjusted EBITDA is now expected to be $56 million to $58 million, growth of approximately 100% year-over-year. We are expecting non-GAAP OpEx, excluding cost of revenue, to grow approximately 12% year-over-year, resulting in a 24% incremental adjusted EBITDA margin at the midpoint of guidance.

Before handing it back to George, I would like to share some initial planning assumptions for 2026. First, based on an uncertain backdrop for automotive retail and elevated trade retention rates, we believe it's prudent to assume that the dealer wholesale market is flat in 2026. Second, as George discussed earlier, we are enhancing our field engagement model in certain emerging regions and rolling out a host of new innovations next year, which will be key factors in reaccelerating market share gains over time. And third, we expect to balance margin expansion while investing for growth.

And with that, let me turn it back to George.

Thanks, Bill. Before we take your questions, I will summarize. We are pleased with our record revenue performance in Q3 and accelerated market share gains, all while navigating through challenging market conditions. We are quickly overcoming these market challenges by continuing to enhance our technology and operating models, ultimately making us even more resilient. We continue to attract new dealer and commercial partners to our marketplace and expand our addressable market, which positions ACV for attractive growth as market conditions improve. We are delivering on an exciting product road map powered by ACV AI to further differentiate ACV and drive operating efficiencies. We are focused on achieving strong adjusted EBITDA growth and delivering on our midterm targets that we believe will drive significant shareholder value. We are committed to achieving these results while building a world-class team to deliver on our goals.

With that, I'll turn the call over to the operator to begin the Q&A.

[Operator Instructions] Our first question comes from the line of Chris Pierce with Needham & Company.

Is it fair to ask, do you guys think it's possible the wholesale market -- the dealer wholesale market has changed structurally and dealers are just going to hold on to trade-ins at a much higher rate? Or I just want to think about because it's been a choppy couple of years. Just how you guys think about this going forward? And then I just had one on competitive landscape as well.

Chris, I don't think we should assume that there's a long-term structural change. I think the dealer wholesale market is still -- should recover. I think when you look at all the factors, off-lease really hasn't come back in a significant way, where we haven't seen interest rates come down, you haven't seen all the macro factors play in. So I think at the end of the day, it'd be way too early to say with all the macro events that the dealer market has structurally changed.

So we've got this choppiness right now. And against this backdrop, and maybe a [ truer ] #2 competitor emerging, have competitive dynamics changed on the ground when you go to market to talk to dealers? Are dealers thinking they need to have a second source more? I'm just curious if you're hearing anything different from dealers that you were hearing maybe 18 months ago.

Chris, we'll be very specific. Quarter-over-quarter, we grew by 8,000 units. If you look at 8,000 units quarter-over-quarter, I believe that was significantly more than any other competitor that had U.S. growth. So that will be, I think, fact number one. So that shows pretty significant quarter-over-quarter growth.

In addition, when you look at it, we went from -- our share gains became double digits again in Q3 for the whole quarter. And then last but not least, in September, according to AuctionNet, with the market being down 3%, we would, therefore, have had 16%, therefore, mid-teens growth. So the way I look at it is, yes, the market is softer, and with the market ending 3% down -- dealer wholesale market being down, obviously made the quarter challenging and the start of this quarter more challenging. But when you look at the fact that we've always had competitors from day 1, and we grew 8,000 units quarter-over-quarter and had end of the month -- end of the quarter right around those mid-teens objectives for that month, Chris, I would say we've always had competitors, we still have competitors, and we believe we have the best solution.

Our next question comes from the line of Rajat Gupta with J.P. Morgan.

Just have a couple. Could you unpack a little bit on the third quarter auction ARPU moderation from second quarter? I appreciate your market share comments. I'm curious that if there were any price actions that were being taken to maintain that? Is that a change in strategy? I know you talked about putting more boots on the ground. So curious if you could talk about that a little bit. And I have a quick follow-up.

Yes, I'll start and then Bill can chime in, Rajat. We, I think, mentioned in the call that we have targeted regional pricing campaigns where we are being a bit more aggressive. Think about that more on the supply side. So where we're still new and we're still emerging, we are attacking the market and it is helping us win share. I think. Bill, also mentioned in the call that we expect Q4 for ARPU. How did you...

Yes. So what I mentioned on the call was that we expect Q4 ARPU to actually go back up. So it went down 3% in Q3, but that's more just a result of some of the activities in that quarter.

So at the end of the day, Rajat, we're going to go out and win share. We are using pricing, especially where ACV has low volume in certain regions, we are being a bit more aggressive. So I think that that's definitely one part of your question. And the other part is I'm still very confident in our midterm model we've given you guys for pricing. So look at those as -- when you look at our midterm model and where we've been hovering, and I think I feel very confident in ARPU for Q4, but we will use pricing in certain regions to gain more share.

And you briefly touched upon the 2026 wholesale market outlook. I'm curious if there's any more color you want to maybe provide some soft guidance. Should investors still expect the same kind of share trajectory? Or should we expect some acceleration given you're putting more boots on the ground? Maybe if you could give us some sense of market share expectations going forward? And also what incremental margins is reasonable to assume at this point as you attack more share?

Yes. So again, I'll start and Bill will chime in. As you mentioned, I think assuming flat helps us all, so that -- basically just to be very open, we don't have analysts assuming right now dealer wholesale goes up next year. I just think we'd rather just put it out there. Let's not assume that. There's too many macro factors going on. I think better for all of us just assume flat. None of us really know. But if we just assume that, I think that would be prudent for all of us as we start to think about next year.

Two, I would look at share gains and how we've operated. In most of our months and quarters, we've been hovering right around the double digits. You've seen us range -- granted last quarter, we were high single digits. This past quarter, we were double digits. We ended the quarter in that mid-teens. So when you look at that range of our execution, just to be fair, I would say our range has been on execution has been -- in that lower double-digit range has probably been our true execution. Our objective is to get back to mid-teens, but I would say we need to go out there and prove that. And that would be a way to maybe restate what Bill said. Maybe just -- I think I basically said the same thing he said a few minutes ago. But it's a way to think about we need to more consistently hit that mid-teens, which we haven't yet proved we can do each and every month. But having said all that, I'm really proud that if you look at the quarter-over-quarter, we grew more than anyone else last quarter. So I would separate those 2 things of how we grew last quarter was better than anyone else in the market.

And in terms of just the incremental -- sorry, go ahead.

No, I was going to say just -- Rajat, one other thing I would just add, again, Q3 of this year was our biggest quarter of the year. And if you remember, historically, at least prior to last year, typically, our growth in unit volume would follow seasonal patterns. The first half would be relatively strong and then Q3 would be a bit weaker and then Q4 would be the weakest quarter. So last year, for the first time since we went public, our Q3 volume and revenue was actually the highest it was the entire year. And the same thing occurred this year. So the growth rate might have been a bit different since we came off of a very, very strong quarter last year. But again, we had record revenue in Q3 and record volume for the full year, bigger than Q1 or Q2. So I guess that's the other context to just give you in terms of our Q3 performance.

I just wanted to follow up on leverage. Given some pricing actions or the low double-digit share, should we assume lower than 30% for now as reasonable before you get back to the 40s on incremental margins? Just curious if that has been a bit of a change in the operations as well.

Yes. I don't think we're ready to comment on that at this point, Rajat. we're in the middle of obviously putting our planning together for next year. You can assume some marginal improvement. But beyond that, there's nothing else for me to comment on at this point until we have our plans finalized.

Our next question comes from the line of Bob Lubick with CJS Securities.

I wanted to ask a question about ARPU is where I'm going to get to. Hopefully, I can make this make sense. Recent J.D. Power's analysis showed the spread between retail prices and wholesale prices has widened from $9,000 to $15,000 over the last 5 years. And this seems to confirm earlier points you guys were saying that dealers are keeping more cars and better cars and retailing those versus wholesaling them. That's part of the problem now because there's no off-lease to have, et cetera, et cetera. So the question is, what does this mean for your ARPU going forward if retailers -- I'm sorry, if dealers are going to keep the highest value cars and wholesale lower ones, how should we think about this trend? And when does it start to reverse itself?

Yes. Bob, I think it's a great question. Difficult one to answer because you're predicting obviously, macro with everything else. I think the simple thing to do is just to look at a revenue range, an ARPU range that you're hearing us be comfortable with a certain ARPU range. And you saw our execution in Q2, Q3 a bit later. We're trying to give you guys a little bit of an indication on Q4. But I think for right now, just to keep everyone's expectations in line, I would just not have ARPU going up materially next year or at all.

Because to your point, with all these factors going on, I would rather just put it out there that keep ARPU in this moderate area for now. There will be 1 quarter or 2 that it might bump up. And you may see a little bit of that. But I think we'll go into next year, and I think better to keep the expectations of ARPU in a reasonable area for analysts, never want to think about the year. And then to your point, in a more medium-term outlook, there probably is some ARPU that maybe in the next 1 to 3 years, whenever that happens, Bob, to your point, we could start to see ARPU bump up even more. And I just don't want to be wrong at this point, right, and put too much out there. So I just think let's take this correction and say, I think you're right, there will be a correction, and it would mean we'd have a higher ARPU. I just don't want to think -- I don't want to guess it's going to happen next year. If it happens, it takes a little bit longer.

No, absolutely fair. I think you just need [ deals ] to start wholesaling better as well, and therefore, off-lease to come back so that they have other things to sell, et cetera. Okay. Great. And then you talked about lower conversion rate for the industry in Q4 based on the accelerated depreciation of values. But at the same time, you guys are increasing your guaranteed pricing. I think you said it was 18% during the quarter, and that's higher conversion, obviously. So looking into next year, how should we think about conversion at auction with those little factors?

I think conversion rates, my biggest goal for next year is it's just not as crazy. We've seen some ups and downs this year, even within a quarter, that's pretty significant. And when you think about this year with everything from tariffs and everything else going on, we've really had a challenging year for dealers to absorb the value of a car. And then what is that value, what is that depreciation, all these factors, it's been a very difficult year for dealers.

I hear sentiment from dealers saying some of this will normalize. I mean, that's what I'm hearing. I believe that's what many of you and others are hearing, which the normal -- having the value of these vehicles normalize would mean that we'd see the bid and the ask between sellers and buyers also start to normalize, and we won't have this up and down on conversion rates that we've seen. So I think next year, conversion rates would -- we'd see a bit more consistency in conversion rates across the industry. Obviously, it all depends upon all the macro factors. But I think some of the stuff starts to work itself out. I don't know, Bill, if you have any more on that topic. But it's a hard one, Bob, as you know, for us to predict next year as it relates to conversion rates. But I think you and others have also heard dealers saying things should start to normalize as some of these other factors start to take place.

Our next question comes from the line of Andrew Boone with Citizens.

I wanted to ask about ACV Capital and just the return to normalization of lending. Can you guys just help us understand the guardrails outside of macro of what you guys need to do to be able to return that business? And then again, going just back to top of funnel demand. Can you guys talk about cohorts, and is there anything you're seeing within the cohorts as we think about just the change in dynamic of macro and what you guys are seeing? Or is this just widespread?

This is Bill. So I'll start with ACV Capital, and then I'll turn it over to George. So maybe first, a little bit of context in terms of ACV Capital. So as part of our planning, we have historically planned an historical loss rate that's slightly higher than some of the bigger players out there. Typically, we model a 3% loss rate based on the fact that we're in a high-growth phase for the business, and we're certainly not as mature as some of the bigger players out there. So that's what's been baked into our financial models for ACV Capital historically. So despite what occurred in Q3, and I'll get into that in a minute, our view of that loss ratio hasn't changed in terms of our modeling going forward into next year.

That said, as I mentioned on the call, as a result of this large bankruptcy that occurred in which we've reserved basically over $18 million for that bankruptcy, not sure what the ultimate outcome will be in terms of recovery, we did do a very thorough portfolio review. And as a result, we've looked at our internal controls, our processes, and we're in the process of making a number of improvements going forward so that we can scale with comfort next year in terms of the confidence that we're going to stay within our planned target in terms of those loss ratios. But as a result of that, there were certain higher risk credits that we had outstanding that we concluded it was prudent to book some reserves in Q3, which is what flowed through the quarter, and that was approximately $7 million.

In terms of the go-forward plan, there's still a lot of upside opportunity for us. This is very synergistic, obviously, with our auction business. So it's very strategic. And you can expect this business to continue to grow next year at a good clip, albeit maybe at somewhat of a slower rate than we experienced this year. And we are taking our ACV Capital revenue down a couple of million for Q4, as I mentioned, just to ensure that before we start to scale next year, we've got the right processes and controls in place. So hopefully, that gives you a little bit of color in terms of ACV Capital.

And maybe just 2 more things on that. Even with that bit of caution, we're still going to be executing on attach rates in the high teens. So look at this as it's still very strong execution, even with having this mitigated risk and being a bit more careful. The midterm model assumed 25% attach rates. So when you just -- the way I look at this is, listen, you learn on moments this, you sometimes just add some more controls. You take moments this. Obviously, there's other major banks in the world that had the same common customer. This will make us even a better company in the midterm. And you really become, I think, a more durable company in moments that when you have a situation this like this Tricolor. But I would say, I have the same confidence in getting back to the 25% attach rate goals in the midterm model. This is a small period of time. We have a lot of demand for ACV Capital. We've got a great product. You saw us execute really well up until that moment. And I would say one step backwards, I think we'll then take 3 steps forward. So that was all on your first question.

Your second question, I believe, was about other cohorts and other things going on the business. Can you repeat that one, just to make sure because it was so long ago, it took us a while -- such a long time to answer your question that I remember your first one, but I want to make sure -- your second one, but I want to make sure I got it right.

It was a great first answer. So let me try the second one again. If I think about macro just overlaying in terms of results, is there anything you want to call out in terms of specific cohorts or geographies that may help us better understand what's going on across the industry?

Yes, I'll try to give a little color on this. We mentioned on the call that 2 of the regions that we were probably known to be weaker in had 20%-plus growth year-over-year, and we were really excited about that. If you look at our largest regions from a cohort perspective, most of our large regions are still growing. And there's only one, and the one that -- it still grew. It grew, but it didn't grow as much. It was one where we've got nearly 40% market share. And so when you look at overall the cohorts, I still -- the reason why I remain confident in the midterm model is because in the regions where we don't yet have the brand and support of being the dominant player in that region, we're emerging. And in the areas -- in most of the areas where we have very significant market share, and that's significant against physical and digital, all in, we're still growing in the majority of those regions even with big numbers. So long-winded way of saying, I think not a lot has changed. But we did mention on the call, there's a few reasons where we need to step it up and grow even more, and we're on it.

Our next question comes from the line of Naved Khan with B. Riley Securities.

Maybe just touching on commercial. How should we be thinking about the volume through the AutoIMS relationship ramping exiting this year and into next year? What trajectory should we assume there as we not only just map out Q4, but also look at 2026. And then, George, you spoke about being opportunistically with respect to discounting in certain markets where the penetration is low. What do you see from your competitors in terms of price promotions? Do you see any price increases occur in recent quarters? Or are we in an environment where pricing is not necessarily going to be a lever for any of the players, including yourself?

I'll go to the second one first. I think pricing between the hundreds of physical auctions and a few digital, there's a lot of different pricing things going on. To your point, some people continue to increase fees and some are using fees primarily on the supply side to get the attention. But generally speaking, buy fees typically go up every year with most of the competitors, which is the majority of the ARPU. And your first question on commercial, we're going to be hovering somewhere in the mid-to-higher single digits, I think somewhere 6%, 7% of our volume in commercial for 2025, somewhere in that range for commercial. So I'm very proud of what we're doing. But as I've said in many other calls that we are -- we're really laying out the foundation right now for many years to come.

I'll just remind you of the 3 things we're doing there. One is the upstream digital like you said, with AutoIMS upstream digital. That's one. Two is the greenfields, like Houston being our first. And then we'll have a second greenfield that we launch sometime early next year. And then third is once our software is hardened and we're ready to go, we'll take it back to the 10 legacy locations that we acquired. So that will take us some time. So look at it as if you're -- right now, our total commercial is in that 6% to 7-ish-percent range of our total volume. And even if that increased pretty materially for next year, it won't be a big number. I just want to be fair to that. It will help. It all helps. And it will grow. But dealer wholesale will remain next year being a far significant piece of our overall volume. But then commercial, when you think about going into out years, into '27 and beyond, it starts to really add up. So hopefully, that gives you a lot of color, because we're really not yet talking about next year. Obviously, a lot of these questions are about next year, but trying to give you enough color. But we're going through that planning cycle right now to nail down our objectives. But maybe that gives you a little bit of color based on the base.

Our next question comes from the line of Glenn Shell with Raymond James.

Just following up with what Naved said on commercial wholesale. Will we see that broken out so we can parse out dealer wholesale versus commercial wholesale? And then I just got a quick follow-up after that.

At this time, we don't know yet. We really didn't come into today's call with that answer, I would say, ready to go, but appreciate the question. But I would say we're not sure yet.

And then on Project Viper, is that still on track for a first half of '26 launch? Or is that more just generally '26? And then what have you been seeing from initial demand contribute to performance next year?

Yes. Project Viper is getting incredible feedback from dealers. Our goal -- and we need to still go out and hit this goal, I just speak to be open, but our goal is to start taking orders by an [ MADA ]. That's when we start actually taking orders by dealers, which will be in February and start shipping units in that middle of the year. Those are the internal goals. So I don't have any reason why we're not going to hit those goals of starting to take orders by [ MADA ]. I think next year will be primarily launching to enough dealer groups, get the feedback, and you then start scaling it the following year. But I would say so far, so good, getting great feedback, plan to go live, and we'll go from there.

Our next question comes from the line of Jeff Lick with Stephens Inc.

George, I was wondering if you could talk about you guys obviously have a pretty robust and novel set of services and features, ClearCar, ACV MAX, Data Services, obviously, Viper I guess up and coming. If you just look at the places that you're winning that are disproportionately doing better than the average, could you talk about just where you're really getting traction, and the dealer just looks at you to say, hey, look, this is a great partnership and where you clearly have an advantage and you're winning?

Yes, certainly. I'll try to give you a little bit of color without mentioning the dealers' names just to get a little closer to this. But yes, we mentioned on the call that dealers that have recently launched ClearCar and MAX, where we've won a higher proportion of the wholesale volume than our average across the board. And if you get to the why, you're now a strategic partner to that dealership group. And if they're using us for ClearCar and/or MAX, ACV MAX, and soon, hopefully, Viper, then they're using us to price their inventory. We're predicting the retail price, we're predicting the wholesale price, we're helping them make better decisions. And so we were the one to predict the trade value before they even bought the car. So you're not going to sit here and make the wrong decision on having wholesale values that are too high because you actually bought the car right way upfront during the trade.

So when you think about what AI can do for this entire industry is take all these manual decisions that a lot of these dealers are working hard. These are people across the country who just don't have the right tools today, who got prices going down. And here we are, we're predicting the retail price of what the car is going to sell for in the next 30 days within a few hundred bucks. We're predicting the wholesale price on average within $100. That's really significant because now as you're sourcing and you're deciding what reconditioning you need to do, it's a big deal. So some of the data we mentioned during the call about dealers now selling more wholesale with ACV, they happen to have ClearCar and happen to have MAX. It's partially because they're actually making better decisions. And by the way, they're retailing more cars and typically having better margin versus our competitor or SaaS equivalent companies that we compete against. Hopefully, that gives you what you're looking for.

And then a quick follow-up for either you or Bill. As it relates to what you guys referred to as targeted volume pricing on the supply side or for the seller, I was just curious because usually that's a pretty low price to begin with. How does that work in terms of -- we're probably talking you're saving $50, $75. Is it short-lived in terms of, hey, okay, I'll give you this. It would seem you're going to eventually have to provide a little more for them than just pricing. Are the dealers really motivated by $50, $75?

First of all, I agree with your question. $50 or $75 or $100 shouldn't matter. We're a better solution. And we're helping them sell the car for more money. But when you do give one of these sell-side promotions, you're getting their attention, you're getting them to try it, you're getting them into the family. And some of these guys have been using these legacy auctions for a very long time. So look at it as you're just trying to get their attention. And then what you do is you start to say, hey, this is good for so long, x period of time or y amount of volume. So you do start to set some parameters about it. And none of those parameters make me worry about our midterm model.

Our next question comes from the line of Gary Prestopino with Barrington Research.

Last quarter, there was a big delta between listings and cars sold. Did you still see pretty good listings, but the conversion rate was just so much lower than expectations?

Yes, Gary. We continue to drive listings, which is listings obviously represents the opportunity to get in front of that car and sell it. But yes, so we've continued to see listings grow.

And then just a question. Bill had mentioned there was an increase in arbitration expense. With all the technology that you've put on your inspections, what is actually causing that to happen? Is it just that you're getting a car that might be a little bit lower quality?

So Gary, most of the customers that we inspect their car and then we go out and we look at the arbitration results, the far majority of the customers, we hit our target arbitration and goodwill. There are subsets of customers where it's become elevated. And what we've been doing is over the last couple of months is we're enhancing some of our dealer management tools to identify faster on what is going wrong with this one seller and/or buyer, what should we be doing differently, where it could be training or other best practices, and we're starting to build privileges and other aspects to our dealer management model.

So it's really into the details of -- look at it as the far majority of the time, you really -- you don't have an issue, but you've got to get into those times where things become elevated, and we're diving in it. Again, when I look at this from a going into early next year, I think even by Q1, we're probably fine. I think just you go in there and you mitigate and you really learn through some of these things that crept in, and then we'll -- our dealer management and internal training when these things go wrong will be even better on top of that.

Thank you. And we have reached the end of the question-and-answer session. I would to turn the floor back to Tim Fox for closing remarks.

Great. Thank you, operator. And I'd to thank everybody for joining us on the call today. We look forward to seeing you on the conference circuit this quarter. We'll be at a couple of conferences in November and in December. And finally, thank you for your interest in ACV, and have a great evening.

Thank you.

And this concludes today's conference, and you may disconnect your lines at this time. We thank you for your participation.