Before we get started, please note that today's comments include forward-looking statements, including statements regarding future financial guidance. 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. We are pleased with our team delivering record revenue despite challenging market conditions during the quarter. 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. 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 five, we will again focus our discussion around the three pillars of our strategy to maximize long term shareholder value: growth, innovation, and scale. On slide seven 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. We provide highly accurate condition-adjusted pricing guidance, enabling them to set better informed reserve prices. 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 this segment increasing 300 basis points year-over-year.
| Metric | Period | Current guidance |
|---|---|---|
| Total revenue | Q4 2025 | $180 million-$184 million, growth of 13%-15% year-over-year |
| Adjusted EBITDA | Q4 2025 | $5 million-$7 million, reflecting weaker dealer wholesale volumes and higher arbitration costs |
| Total revenue | FY2025 | Lowered to $756 million-$760 million, growth of 19% year-over-year |
| Adjusted EBITDA | FY2025 | $56 million-$58 million, growth of approximately 100% year-over-year |
| Adjusted EBITDA margin | FY2025 | Expected to increase approximately 400 basis points year-over-year |
| Non-GAAP OpEx excluding cost of revenue | FY2025 | Expected to grow approximately 12% year-over-year, yielding a 24% incremental adjusted EBITDA margin at the midpoint of guidance |
| ACV Capital revenue | Q4 2025 | Reduced by $2 million to reflect a more cautious approach before scaling in 2026 |
| Dealer wholesale market | Q4 2025 | Now expected to decline mid-single digits, more than previously anticipated |
| Dealer wholesale market (planning assumption) | FY2026 | Prudent to assume flat, given an uncertain automotive-retail backdrop and elevated trade-retention rates |
| Metric | YoY | Note |
|---|---|---|
| Total revenue | +16% to $200M | Record quarterly revenue at the midpoint of guidance, driven by solid dealer wholesale execution, market share gains, and record ACV Transport and ACV Capital revenue, against a tough Q3 2024 comparison of 44% growth. |
| Vehicles sold (units) | +10% to 218,000 | Unit growth held up despite sustained market deceleration, with growth accelerating to 13% in September reflecting 16% market share gains; ACV grew 8,000 units quarter-over-quarter. |
| Adjusted EBITDA | +280 bps margin to $19M | At the midpoint of guidance; benefited from a $7.6M class-action settlement that was almost entirely offset by approximately $7M of ACV Capital reserves; excludes $18.7M of Tricolor bankruptcy-related operating expenses. |
| Non-GAAP net income | $11M | At the midpoint of guidance, including the net impact of the legal settlement and ACV Capital reserves and excluding the $18.7M bankruptcy-related reserves. |
| Auction & Assurance revenue | +10% | 56% of total revenue; reflected 10% unit growth and ARPU of $508, against a very tough 52% growth comparison in Q3 2024. |
| Auction & Assurance ARPU | +modest YoY / -3% QoQ to $508 | Sequential decline driven by targeted volume pricing and ACV Guarantee promotions used to support seller acquisition; expected to increase sequentially in Q4. |
| Marketplace Services revenue | +28% | 40% of total revenue, reflecting record revenue for ACV Transport and ACV Capital. |
| SaaS and Data Services revenue | +2% | 4% of total revenue. |
| ACV Capital revenue | +70% | Fourth consecutive quarter of accelerated growth. |
| ACV Transportation revenue margin | +200 bps | Record revenue and transports delivered; AI-optimized pricing drove growth and operating efficiency into the low-20s medium-term target range. |
| Non-GAAP cost of revenue (% of revenue) | -100 bps (approx. +300 bps ex-credit) | Benefited from a $7.6M class-action settlement credit; excluding the credit, cost of revenue would have risen approximately 300 bps on increased arbitration costs within a specific cohort of customers. |
| Franchise rooftop penetration | New milestone of 35% | Continued expansion of the dealer partner network; major-account rooftop penetration rose 300 basis points year-over-year. |
| Topic | Previous mention | Current period | Trend |
|---|---|---|---|
| Dealer wholesale market and share gains | Choppy, decelerating market | Market deceleration continued (down 3% in September, mid-single-digit decline expected in Q4), but ACV kept gaining share (double digits in Q3, mid-teens in September) and grew 8,000 units quarter-over-quarter; George Chamoun said it is too early to conclude the market has structurally changed and expects a recovery as off-lease supply, interest rates, and other macro factors normalize. | — |
| ACV Capital | High-growth, synergistic lending product | Grew 70% in Q3 (fourth straight quarter of acceleration) but the Tricolor bankruptcy triggered a portfolio review, ~$7M of Q3 reserves, control/process improvements, lower higher-risk exposure, and a $2M Q4 revenue cut; management modeled a 3% loss rate, kept that assumption, expects continued (if slower) 2026 growth, and reaffirmed the 25% attach-rate midterm goal versus current high-teens attach rates. | — |
| ACV Transportation | Scaling marketplace service | Record quarterly revenue and transports delivered, revenue margin up 200 bps year-over-year into the low-20s medium-term range on AI-optimized pricing, with an off-platform transportation service gaining traction as an additional long-term growth opportunity. | — |
| ClearCar | Consumer appraisal / sourcing tool | Strong traction as a service-lane sourcing channel in a supply-constrained environment; dealers launching ClearCar increased wholesale volumes over 30% and 50% of recent ClearCar customers became new marketplace sellers, making it a lever for wholesale wallet share and new-dealer acquisition. | — |
| ACV MAX / MAX Digital | Retail/wholesale inventory pricing SaaS | Gaining further traction with dealers using AI to price retail and wholesale inventory; a recent cohort of new ACV MAX dealers increased wholesale sales on the marketplace by an average of 40% within one quarter of launching, showing the same wholesale cross-sell dynamic as ClearCar. | — |
| AI and inspection technology | AI-enabled pricing and recommendations | AI is fused with inspection and dynamic market data for real-time pricing across the platform, powering ACV Guarantee (up from 11% to 18% of units sold with 100% conversion) and next-generation products Project Viper and Virtual Lift 2.0, which have inspected over 60,000 vehicles in pilots ahead of a 2026 commercial launch (order-taking targeted by NADA in February, shipping mid-2026). | — |
| Commercial / off-lease wholesale strategy | Building commercial remarketing capability | First greenfield remarketing center in Houston completed its soft launch and is ramping, supported by AutoIMS vehicle assignments, commercial inspection apps, and marketplace integration; commercial is roughly 6%-7% of total volume in 2025, a second greenfield launches early 2026, and legacy locations follow once software is hardened, with material contribution expected in 2027 and beyond; off-lease supply has not yet meaningfully returned. | — |
| Value-added products and pricing strategy | Expanding dealer solution suite | ACV is using targeted regional/supply-side pricing promotions where it has low volume to win share (pressuring ARPU 3% QoQ) while positioning ClearCar, ACV MAX, and soon Viper as strategic pricing tools that make ACV the dealer's decisioning partner and lift wholesale wallet share; management remains confident in the midterm ARPU model and expects Q4 ARPU to rise sequentially. | — |
| Capital structure and investment | Profitable-growth investment strategy | Ended Q3 with $316M in cash, equivalents, and marketable securities (including $200M of marketplace float) and $220M of debt; OpEx is guided to grow ~12% to fund the remarketing-center and commercial-platform strategy while still expanding adjusted EBITDA margin ~400 bps, with 2026 planned to balance margin expansion against growth investment. | — |