Copart (CPRT) 10-K risk factor changes: FY2024 vs FY2023

Although no single customer accounted for more than 10% of our consolidated revenues for fiscal [added: 2024,] 2023, [removed: 2022,] or [removed: 2021,] [added: 2022,] a limited number of vehicle sellers historically have collectively accounted for a substantial portion of our revenues.

Our expansion into markets outside the U.S., including expansions in [added: the U.K., Canada,] Europe, Brazil, and the Middle East expose us to risks arising from operating in international markets.

[removed: Any failure to successfully integrate businesses] [added: businesses] acquired or operational capabilities established outside the U.S. could have an adverse effect on our consolidated results of operations, financial position, or cash flows.

Subsequently, in fiscal 2007 and fiscal 2008 we made significant acquisitions in the U.K., followed by acquisitions in the U.A.E., Brazil, Germany, and Spain in fiscal 2013, expansions into Bahrain and Oman in fiscal 2015, expansion into the Republic of Ireland and India in fiscal 2016, [removed: and] an acquisition in Finland in fiscal 2018, and [added: an acquisition of] a parts recycler in the U.K. in fiscal 2022.

[removed: In addition, we] [added: We] continue to evaluate acquisitions and other opportunities outside of the U.S. Acquisitions or other strategies to expand our operations outside of the U.S. pose substantial risks and uncertainties that could have an adverse effect on our future operating results.

[added: Moreover, success in opening and operating facilities in new markets can be dependent] upon establishing new relationships with buyers and sellers, and our failure to establish those relationships could have an adverse effect on our consolidated results of operations and future operating results.

- military conflicts, including the Russian invasion of [removed: Ukraine;][added: Ukraine and recent events in the Middle East;]

- public health issues, [removed: including but not limited to] [added: such as] the COVID-19 [removed: pandemic;][added: pandemic and other pandemics;]

We may not be able to reach agreements to purchase independent storage facilities in markets where we have limited excess capacity, [removed: and] zoning restrictions or difficulties obtaining [added: and maintaining] use [removed: permits] [added: permits, which] may limit our ability to [added: sustain and] expand our capacity through acquisitions of new land.

[removed: In] [added: For example, in] fiscal 2022, we opened one new operational facility in Canada, one new operational facility in Spain, and five new operational facilities in the U.S. In fiscal 2023, we opened one new operational facility in Brazil, one new operational facility in Germany, one new operational facility in Canada, and eight new operational facilities in the U.S. [added: In fiscal 2024, we opened three new operational facilities in the U.K., one new operational facility in Spain, one new operational facility in Canada, and four new operational facility in the U.S.] As for strategic acquisitions of complementary businesses, we acquired National Powersport Auctions in fiscal 2017, [removed: and in fiscal 2022] we acquired Hills Motors [removed: (“Hills”)] [added: in fiscal 2022,] a used, or “green” parts recycler in the U.K. that has four operating [removed: facilities.][added: facilities and in fiscal 2024, we acquired Purple Wave, Inc. an online offsite heavy equipment auction company.]

Accordingly, mild weather can have an adverse effect on our salvage vehicle supply, [removed: only a portion of] which [removed: are referred to as inventory, which] would be expected to have an adverse effect on our revenue and operating results and related growth rates.

In many countries outside of the United States, particularly in those with developing economies, it may be common for persons to engage in business practices prohibited by laws and regulations applicable to us, such as the U.S. Foreign Corrupt Practices [removed: Act (“FCPA”),] [added: Act,] the U.K. Bribery Act, Brazil Clean Companies Act, India’s Prevention of Corruption Act, 1988 or similar local anti-bribery laws.

Acquisitions typically will increase our sales and [removed: profitability although,] [added: profitability, although] given the typical size of our acquisitions to date, most acquisitions will not individually have a material impact on our consolidated results of operations and financial position.

As a result, the associated benefits of acquisitions may be delayed for [removed: years in some international situations.][added: years.]

Similarly, the California Consumer Privacy Act, or AB375 [added: as amended] (“CCPA”), the [removed: California Privacy Act (“CPRA”), the Colorado Privacy Act (“CPA”), the Virginia Consumer Data Protection Act (“VCDPA”) and the] Brazilian General Data Protection Law (“LGPD”), [removed: were also] [added: and similar] recently enacted [removed: and became effective in 2020 and these] laws create new data privacy rights for individuals.

Complying with the GDPR, the CCPA, the [removed: CPRA, the CPA, the VCDPA, the] LGPD, and similar emerging and changing privacy and data protection requirements may cause us to incur substantial costs or require us to change our business practices.

Although we believe our tax positions are reasonable, we are subject to audit by the Internal Revenue Service, [removed: “IRS”,] in the United States, HM Revenue and Customs in the United Kingdom, state tax authorities in the states in which we operate, and other similar tax authorities in international jurisdictions.

For example, in March [removed: 2023] [added: 2023,] one of our immaterial subsidiaries suffered a ransomware attack.

[removed: While] [added: If such attacks are not detected immediately, their effect could be compounded.While] we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of these cyber risks, an insurer may deny or exclude from coverage certain types of claims or our insurance coverage may be insufficient to cover all losses and would not remedy damage to our reputation.

If competitors introduce new services embodying new technologies or if new industry standards and practices [removed: emerge,] [added: emerge \[such as the increased use of artificial intelligence, machine learning and generative artificial intelligence\],] our existing websites and proprietary technology and systems may become obsolete.

- public health issues, [removed: including] [added: such as] COVID-19 and other pandemics;

Our executive officers, directors and their affiliates beneficially own, in the aggregate, more than 10% of our issued and outstanding common stock as of July 31, [removed: 2023.][added: 2024.]

If they were to act together, these stockholders would have significant influence over most matters requiring approval by stockholders, including the election of directors, any amendments to our [added: amended and restated] certificate of incorporation and certain significant corporate transactions, including potential merger or acquisition transactions.

We have certain provisions in our [added: amended and restated] certificate of incorporation and bylaws which may have an anti-takeover effect or that may delay, defer or prevent acquisition bids for us that a stockholder might consider favorable and limit attempts by our stockholders to replace or remove our current management.

This provision does not apply to suits brought to enforce a duty or liability created by the [removed: Securities] Exchange [removed: Act of 1934, as amended,] [added: Act,] for which the U.S. federal courts have exclusive jurisdiction, or the Securities [removed: Act of 1933, as amended.][added: Act.]

Macroeconomic factors such as [removed: high fuel prices, declines in commodity prices,] fluctuations in [added: fuel prices, commodities as well as] used car prices, and vehicle-related technological advances may have an adverse effect on our revenues and operating results, as well as our earnings growth rates.

Macroeconomic factors that affect oil prices and the automobile and commodity markets can have adverse effects on our revenues, revenue growth [removed: rates (if any),] [added: rates,] and operating results.

Significant increases in the cost of fuel [added: or heightened level of inflation] could lead to a reduction in miles driven per car and a reduction in accident rates.

In addition, under our [removed: Percentage Incentive Program] [added: PIP] contracts, [removed: which we refer to as PIP,] the cost of transporting the vehicle to one of our facilities is included in the PIP fee.

As a result of any economic downturn, [added: economic uncertainty or rising inflation,] the number of miles driven may decrease, which may lead to fewer accident claims, a reduction of vehicle repairs, and fewer salvage vehicles.

Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies, primarily the [removed: British pound,] [added: Pounds Sterling,] Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar could adversely affect our consolidated results of operations and financial position.

Any failure to successfully integrate

As described under *Note 15 — Commitments and Contingencies,* the U.S. Department of Justice, Consumer Protection Branch is conducting an ongoing investigation into potential violations by the Company of certain money laundering laws related to its practices and procedures for preventing and detecting money-laundering activity by its auction platform members.

The Company is cooperating with the DOJ’s investigation.

The Company may receive additional regulatory or governmental inquiries related to the matters that are the subject of the DOJ’s investigation.

Any such inquiries or investigations may be time-consuming, costly, divert management resources, or otherwise have a material adverse effect on our business, financial condition or results of operation.

These or other governmental investigations, inquiries, or lawsuits could lead to our incurring liability for damages or other costs, a criminal or civil proceeding, the imposition of fines and penalties, and/or other remedies, and reputational harm to our business, which can impact our ability to attract and retain customers and qualified personnel, as well as restrictions on or added costs for our business operations going forward.

In addition, increased focus by the U.S. and other governmental authorities on climate change and other environmental matters may lead to enhanced regulation in these areas, which could also result in increased compliance costs and subject us to additional potential liabilities.

The extent of these costs and risks is difficult to predict and will depend in large part on the extent of new regulations and the ways in which those regulations are enforced.

We continue to evaluate emerging technologies like artificial intelligence, machine learning, and generative artificial intelligence for incorporation into our business to augment our products and services.

Such technologies present unique business opportunities along with ever-changing legal and regulatory risks.

Both state and federal regulations relating to these emerging technologies are quickly and constantly evolving and may require significant resources to modify and maintain business practices to comply with laws, the nature of which cannot be determined at this time.

Our failure to accurately identify and address our responsibilities and liabilities in this new environment could negatively affect any solutions we develop incorporating such technology and could subject us to reputational harm, regulatory action, or litigation, which may harm our financial condition and operating results.

These same risks apply to our third-party service providers who are implementing these tools into the products or services they provide to us.

Any failures to manage and mitigate these risks by these third-party service providers may negatively affect the products and services we provide our clients.

- military conflicts, including the Russian invasion of Ukraine and recent events in the Middle East;

For example, although we continue to operate a technology and operations center in India for administrative support, we decided to suspend our salvage operations in India in fiscal 2018, until the Indian market develops in a manner better suited to our business model, which did not have a material effect on our consolidated results of operations and financial position.

Moreover, success in opening and operating facilities in new markets can be dependent

For example, in fiscal 2021, we opened one new operational facility in Germany, one new operational facility in Spain, ten new operational facilities in the U.S., and acquired an operational facility in Des Moines, Iowa.

The Hills acquisition is currently undergoing review by the U.K. Competition and Markets Authority (“CMA”).

In addition, certain acquisitions in the U.K. may be reviewed by the CMA.

If an inquiry is made by the CMA, we may be required to demonstrate that our acquisitions will not result, or be expected to result, in a substantial lessening of competition in the U.K. market.

Although we believe that there will not be a substantial lessening of competition in the U.K. market, based on our analysis of the relevant the U.K. markets, there can be no assurance that the CMA will agree with us if it decides to make an inquiry.

If the CMA determines that by our acquisitions of certain assets, there is or likely will be a substantial lessening of competition in the U.K. market, we could be required to divest some portion of our U.K. assets.

In the event of a divestiture order by the CMA, the assets disposed may be sold for substantially less than their carrying value.

Accordingly, any divestiture could have a material adverse effect on our operating results in the period of the divestiture.

For example, on August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 which includes changes to the U.S. corporate income tax system, including a 15% minimum tax based on “adjusted financial statement income” for certain large corporations which will not be effective until fiscal year 2024 and a 1% excise tax on share repurchases after December 31, 2022.

We are currently assessing the potential impact of these legislative changes.

If such attacks are not detected immediately, their effect could be compounded.

We have in the past identified attempts by unauthorized third parties to access our systems and disrupt our online auctions.

These attempts caused minor service interruptions, which were promptly addressed and resolved, and our online service was restored to normal business.

However, any future such attempt may cause material service interruptions or otherwise adversely affect our business and financial results.

*All references to numbered Notes are to specific Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K and which descriptions are incorporated [removed: into the applicable response] by reference.

We are a leading global provider of online auctions and vehicle remarketing services with operations in the United States (“U.S.”), [removed: Canada,] the United Kingdom (“U.K.”), [removed: Brazil, the Republic of Ireland,] Germany, [removed: Finland,] [added: Brazil, Canada,] the United Arab Emirates (“U.A.E.”), [added: Spain, Finland,] Oman, [removed: Bahrain,] [added: the Republic of Ireland,] and [removed: Spain.][added: Bahrain.]

However, upon our receipt of an existing vehicle, we help [added: facilitate the] decrease [added: of] its total environmental impact by extending its useful life and thereby avoiding the carbon emissions associated with the alternative of new vehicle and auto parts manufacturing.

For example, many of the cars we process and remarket are subsequently restored to [removed: driveable] [added: drivable] condition, reducing the new vehicle manufacturing burden the world would otherwise face.

[removed: And finally,] [added: Finally,] some of our vehicles are returned to their raw material inputs through scrapping, [added: thereby] reducing the need for further new resource extraction.

In each of these cases, our business [removed: reduces] [added: facilitates] the [added: reduction of the] carbon and other environmental footprint of the global transportation industry.

For example, many of the automobiles sold through our auction platform are purchased for use in developing countries where affordable transportation is a critical enabler of education, health care, and [removed: well-being more generally.][added: well-being.]

For example, we mobilized our people, [removed: entered into emergency leases,] and engaged with a multitude of service providers to timely retrieve, store, and remarket tens of thousands of flood-damaged vehicles in South Florida in the wake of Hurricane Ian in the fall of 2022.

Vehicle sellers consist primarily of insurance companies, but also include [added: dealers, individuals, charities, rental,] banks, finance companies, [removed: charities, fleet operators, dealers, vehicle rental companies,] and [removed: individuals.][added: fleet operators.]

In the U.S., Canada, Brazil, the Republic of Ireland, Finland, the U.A.E., Oman, and Bahrain, we sell vehicles primarily as an agent and derive revenue primarily from auction and [removed: auction related] [added: auction-related] sales transaction fees charged for vehicle remarketing services as well as fees for services subsequent to the auction, such as delivery and storage.

[removed: In the U.K., Germany, and Spain] we operate both as an agent and on a principal basis, in some cases purchasing salvage vehicles outright and reselling the vehicles for our own account.

*Service and Vehicle Sales Revenue:* Our service [removed: revenue consists] [added: revenues consist] of auction and [removed: auction related] [added: auction-related] sales transaction fees charged for vehicle remarketing services.

These auction and [removed: auction related] [added: auction-related] services may include a combination of vehicle purchasing fees, vehicle listing fees, and vehicle selling fees that can be based on a predetermined percentage of the vehicle sales price, tiered vehicle sales price driven fees, or at a fixed fee based on the sale of each vehicle regardless of the selling price of the vehicle; transportation fees for the cost of transporting the vehicle to or from our facility; title processing and preparation fees; vehicle storage fees; bidding fees; and vehicle loading fees.

Vehicle auction selling prices are driven primarily by: (i) market demand for rebuildable, [removed: driveable] [added: drivable] vehicles; (ii) used car pricing, which we also believe has an impact on total loss frequency; (iii) end market demand for recycled and refurbished parts as reflected in demand from dismantlers; (iv) the mix of cars sold; (v) changes in the U.S. dollar exchange rate to foreign currencies, which we believe has an impact on auction participation by international buyers; and; (vi) changes in commodity prices, particularly the per ton price for crushed car bodies, as we believe this has an impact on the ultimate selling price of vehicles sold for scrap and vehicles sold for dismantling.

[removed: Nonetheless, we] [added: We] believe the long-term trend of increases in total loss frequency will continue.

The average age of cars on the road has continued to increase, growing from [removed: 9.7] [added: 11.1] years in [removed: 2003] [added: 2012] to [removed: 12.5] [added: 12.6] years in [removed: 2023.][added: 2024.]

*Operating Costs and Expenses:* Yard operations expenses consist primarily [removed: of operating] [added: of: (i) labor (operating] personnel [removed: (which includes yard management, clerical,] [added: at yards); (ii) transportation (miles traveled] and [removed: yard employees); rent; vehicle transportation; insurance; property related taxes; fuel; equipment maintenance] [added: fuel rates); (iii) facilities (maintenance, property-related taxes, rent,] and [removed: repair; marketing costs directly related to the] [added: insurance); (iv) other (marketing and] auction [removed: process;] [added: related costs);] and [added: (v)] costs of vehicles [removed: sold under the purchase contracts.][added: sold.]

General and administrative expenses consist primarily of executive [removed: management; accounting;] [added: management, accounting,] data [removed: processing;] [added: processing,] sales [removed: personnel;] [added: personnel,] professional [removed: services;] [added: services,] marketing [removed: expenses;] [added: expenses,] and [removed: system maintenance] [added: technology enhancements] and [removed: enhancements.][added: maintenance.]

*Other Income [removed: (Expense):*] [added: and Expense:*] Other income [removed: (expense)] consists primarily of interest income on [added: U.S.] Treasury [removed: bills, interest expense on long-term debt, see Notes to Consolidated Financial Statements, *Note 9 — Long-Term Debt;*] [added: Bills,] foreign exchange rate gains and losses; gains and losses from the disposal of assets, which will fluctuate based on the nature of these activities each period; [added: fees] and [added: interest expense on the credit facility, and] earnings from unconsolidated affiliates.

*Liquidity and Cash Flows:* Our primary source of working capital is cash operating [removed: results and debt financing.][added: results.]

The primary source of our liquidity is our cash and cash equivalents and [removed: Revolving] [added: our revolving credit commitments under the Second Amended and Restated Credit Agreement (the “Revolving] Loan [removed: Facility.][added: Facility.”).]

The primary factors affecting cash operating results are: (i) seasonality; (ii) market wins and losses; (iii) supplier mix; (iv) accident frequency; (v) total loss frequency; (vi) volume from our existing suppliers; (vii) commodity pricing; (viii) used car pricing; (ix) foreign currency exchange rates; (x) product mix; (xi) contract [removed: mix to the extent applicable; (xii) our capital expenditures; and (xiii) other macroeconomic factors.]

These factors are further discussed in the [removed: Results] [added: “Results] of [removed: Operations] [added: Operations”] and [removed: Risk Factors] [added: “Risk Factors”] sections of this Annual Report on Form 10-K.

[removed: Potential internal sources of] [added: We also generate] additional working capital and liquidity [removed: are] [added: from] the sale of assets [removed: or] [added: and] the issuance of shares through option exercises and shares issued under our Employee Stock Purchase Plan.

The following tables set forth operational facilities that we have opened and are now operational from August 1, [removed: 2020] [added: 2021] through July 31, [removed: 2023:][added: 2024:]

The following table sets forth the operational facilities obtained through business acquisitions from August 1, [removed: 2020] [added: 2021] through July 31, [removed: 2023:][added: 2024:]

In addition to growth through business acquisitions, we seek to increase revenues and profitability by, among other things, (i) acquiring and developing additional vehicle storage facilities in key markets, including foreign markets; (ii) pursuing global, national, and regional vehicle seller agreements; (iii) increasing our service offerings; and (iv) expanding the application of [added: VB3 into new markets.]

The following table shows certain data from our consolidated statements of income expressed as a percentage of total service revenues and vehicle sales for fiscal [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021:][added: 2022:]

| (In percentages) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Service revenues | | | | | | [removed: 83] [added: 84] | | % | | | | [removed: 81] [added: 83] | | % | | | | [removed: 85] [added: 81] | | % |

| Vehicle sales | | | | | | [removed: 17] [added: 16] | | % | | | | [removed: 19] [added: 17] | | % | | | | [removed: 15] [added: 19] | | % |

| Yard operations | | | | | | [removed: 39] [added: 40] | | % | | | | [removed: 37] [added: 39] | | % | | | | 37 | | % |

| Cost of vehicle sales | | | | | | 15 | | % | | | | [removed: 17] [added: 15] | | % | | | | [removed: 13] [added: 17] | | % |

| General and administrative | | | | | | [removed: 7] [added: 8] | | % | | | | 7 | | % | | | | [removed: 8] [added: 7] | | % |

| Total operating expenses | | | | | | [removed: 61] [added: 63] | | % | | | | 61 | | % | | | | [removed: 58] [added: 61] | | % |

| Operating income | | | | | | [removed: 39] [added: 37] | | % | | | | 39 | | % | | | | [removed: 42] [added: 39] | | % |

| Total other income [removed: (expense)] | | | | | | 3 | | % | | | | [removed: (1)] [added: 3] | | % | | | | (1) | | % |

| Income before income taxes | | | | | | [removed: 42] [added: 40] | | % | | | | [removed: 38] [added: 42] | | % | | | | [removed: 41] [added: 38] | | % |

| Income tax expense | | | | | | 8 | | % | | | | [removed: 7] [added: 8] | | % | | | | [removed: 6] [added: 7] | | % |

| Net income | | | | | | [removed: 34] [added: 32] | | % | | | | [removed: 31] [added: 34] | | % | | | | [removed: 35] [added: 31] | | % |

*The following is a discussion and analysis of our financial condition and results of operations as of, and for, the periods presented and should be read in conjunction with our audited Consolidated Financial Statements and the related Notes thereto included elsewhere in this Annual Report on Form 10-K.

This discussion and analysis contains forward-looking statements, including statements regarding industry outlook, our expectations for the future of our business, and our liquidity and capital resources as well as other non-historical statement.

These statements are based on current expectations and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materiality from those contained in or implied by these forward-looking statements.*

Secondly, we believe we play an important role in the communities we serve through our response to and management of catastrophic weather events.

This includes our investments in equipment and infrastructure which support our overall disaster recovery efforts.

We obtained 81%, 83%, and 80% of the total number of vehicles processed during fiscal 2024, 2023, and 2022, respectively, from insurance company sellers.

In the U.K., Germany, and Spain

In the U.K. we recognize revenue on a principal basis from selling dismantled parts through GPS.

Key Financial Performance Measures

mix to the extent applicable; (xii) our capital expenditures; and (xiii) other macroeconomic factors.

In addition, we believe we have access to additional liquidity from the sale of equity or debt securities, if needed.

| Rutland, Vermont | | | | | | August 2023 | | |

| Phoenix, Arizona | | | | | | November 2023 | | |

| Austin, Texas | | | | | | June 2024 | | |

| Casper, Wyoming | | | | | | July 2024 | | |

| Corby, England | | | | | | United Kingdom | | | | | | October 2023 | | |

| Glasgow, Scotland | | | | | | United Kingdom | | | | | | December 2023 | | |

| Alhendin, Granada | | | | | | Spain | | | | | | January 2024 | | |

| Gloucester, England | | | | | | United Kingdom | | | | | | March 2024 | | |

| Barcelona, Spain | | | | | | Spain | | | | | | May 2024 | | |

| Cookstown, Ontario | | | | | | Canada | | | | | | July 2024 | | |

In October 2023, we acquired a controlling interest in Purple Wave, an online offsite heavy equipment auction company headquartered in Manhattan Kansas.

The growth in the U.S. was driven primarily by an increase in volume and an increase in revenue per car due to fee optimization.

The growth in International, after excluding positive fluctuations in currency exchange rates of $10.8 million, was driven primarily by an increase in volume offset by a minor decrease in revenue per car.

The decrease in the U.S. was primarily driven by a decrease in revenue per car due to lower auction selling prices, while performing favorably to the declining overall market trend, offset by an increase in volume.

The growth in International, after excluding positive fluctuations in currency exchanges rates of $10.0 million was primarily driven by an increase in volume, offset by a decrease in revenue due to lower auction selling prices, which we believe is due to a change in the mix of vehicles sold.

| | | | | | | | | | Year Ended July 31, | | | | | | | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | | | | | 2023 vs. 2022 | | | | | | | | |

| (In thousands) | | | | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | Change | | | | | | % Change | | | | | | Change | | | | | | % Change | | |

The increase in the U.S. compared to the same period last year relates to an increase in volume and an increase in the cost to process a car, driven by increase in subhaul, labor costs, title, facility, supplies, advertising and bank charges and the investment in Purple Wave.

The increase in International, after excluding negative fluctuations in currency exchange rates of $5.8 million, is the result of an increase in volume which was partially offset by a decrease in the cost to process a car.

Included in yard operations expenses were depreciation and amortization expenses.

| | | | | | | | | | Year Ended July 31, | | | | | | | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | | | | | 2023 vs. 2022 | | | | | | | | |

| (In thousands) | | | | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | Change | | | | | | % Change | | | | | | Change | | | | | | % Change | | |

The decrease in the U.S. was primarily the result of a lower average purchase price due to a change in the mix of vehicles sold, partially offset by an increase in volume.

| | | | | | | | | | Year Ended July 31, | | | | | | | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | | | | | 2023 vs. 2022 | | | | | | | | |

| (In thousands) | | | | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | Change | | | | | | % Change | | | | | | Change | | | | | | % Change | | |

The increase in International, after excluding the negative fluctuations in currency exchange rates of $1.3 million, resulted primarily from increases in labor costs, and marketing costs offset by a decrease in bank charges.

The increase in depreciation and amortization expenses was the result of new intangibles and technology being placed in service in the U.S. and International.

| | | | | | | Year Ended July 31, | | | | | | | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | | | | | 2023 vs. 2022 | | | | | | | | |

| (In thousands) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | Change | | | | | | % Change | | | | | | Change | | | | | | % Change | | |

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

*This Annual Report on Form 10-K for the fiscal year ended July 31, 2023, or this Form 10-K, including the information incorporated by reference herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including forward-looking statements concerning the potential impact of the COVID-19 pandemic on our business, operations, and operating results.

All statements other than statements of historical facts are statements that could be deemed forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or the negative of these terms or other comparable terminology.

The forward-looking statements contained in this Form 10-K involve known and unknown risks, uncertainties and situations that may cause our or our industry’s actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements.

These forward-looking statements are made in reliance upon the safe harbor provision of the Private Securities Litigation Reform Act of 1995.

These factors include those listed in Part I, Item 1A under the caption entitled “Risk Factors” in this Form 10-K and those discussed elsewhere in this Form 10-K.

Unless the context otherwise requires, references in this Form 10-K to “Copart,” the “Company,” “we,” “us,” or “our” refer to Copart, Inc. We encourage investors to review these factors carefully together with the other matters referred to herein, as well as in the other documents we file with the Securities and Exchange Commission (the “SEC”).

We may from time to time make additional written and oral forward-looking statements, including statements contained in our filings with the SEC.

We do not undertake to update any forward-looking statement that may be made from time to time by or on behalf of us.*

Secondly, because of the special role we play in responding to catastrophic weather events, we believe we contribute to disaster recovery and resilience in the communities we serve.

Recently we have noted fluctuations in total loss frequency.

A potential external source of additional working capital and liquidity is the issuance of additional debt or equity.

However, we cannot predict if these sources will be available in the future or on commercially acceptable terms.

All of these acquisitions have been accounted for using the purchase method of accounting.

| Redding, California | | | | | | August 2020 | | |

| Dothan, Alabama | | | | | | August 2020 | | |

| Jacksonville, Florida | | | | | | August 2020 | | |

| Milwaukee, Wisconsin | | | | | | September 2020 | | |

| Houston, Texas | | | | | | December 2020 | | |

| Knightdale, North Carolina | | | | | | March 2021 | | |

| Gastonia, North Carolina | | | | | | May 2021 | | |

| Bismarck, North Dakota | | | | | | June 2021 | | |

| Fairburn, Georgia | | | | | | July 2021 | | |

| Dyer, Indiana | | | | | | July 2021 | | |

| Bruchmühlbach-Miesau, Rhineland-Palatinate (Mannheim) | | | | | | Germany | | | | | | February 2021 | | |

| Mallorca, Balearic Islands | | | | | | Spain | | | | | | April 2021 | | |

| Des Moines, Iowa | | | | | | United States | | | | | | July 2021 | | |

VB3 into new markets.

The growth in the U.S. was driven primarily by (i) an increase in revenue per car due to higher auction selling prices, which we believe is due to a change in mix of vehicles sold and restrictions within the global supply chain for automobiles and (ii) an increase in volume.

The growth in International, excluding the unfavorable impact of $22.6 million due to changes in foreign currency exchange rates, primarily from the change in the European Union euro, Canadian dollar and British pound to U.S. dollar exchange rates, netting against a favorable impact of the Brazilian real to the U.S. dollar exchange rate, was driven primarily by an increase in revenue per car due to a change in mix of vehicles sold and an increase in volume.

The decline in the U.S. was primarily the result of a decrease in volume as a result of a proactive approach to mitigate principle unit exposure, offset by higher average auction selling prices, which was primarily due to a change in the mix of vehicles sold.

The increase in International, excluding an unfavorable impact of $21.5 million due to changes in foreign currency exchange rates, which was driven primarily from the unfavorable change in the European Union euro, Canadian dollar and British pound to U.S. dollar exchange rates, was primarily the result of higher average auction selling prices, which largely was due to a change in mix of vehicles sold combined with increased prices resulting from the restrictions within the global supply chain for automobiles and an increase in volume.

Excluding depreciation and amortization, the increase in the U.S. compared to the same period last year relates to an increase in the cost to process each car combined with an increase in volume.

The increase in cost to process each car was driven by increased subhaul costs primarily related to the fluctuation of fuel costs, and labor costs, combined with an increase in premiums for catastrophic related subhaul, labor costs incurred from overtime, and increased travel and lodging associated with Hurricane Ian.

The increase in International, excluding a favorable impact of $12.1 million due to changes in foreign currency exchange rates, primarily from the favorable change in the European Union euro, Canadian dollar and British pound to U.S. dollar exchange rate offset by an unfavorable change in the Brazilian real to U.S. dollar exchange rate, was primarily due to an increase in the cost to process each car which is driven by an increase in subhaul, fuel and labor costs combined with an increase in volume.

The decrease in the U.S. was primarily the result of a decrease in volume as a result of a proactive approach to mitigate principal unit exposure, offset by higher average purchase prices, which was primarily due to increased demand and a change in the mix of vehicles sold.

The increase in International, excluding a favorable impact of $2.7 million due to changes in foreign currency exchange rates, primarily from the favorable change in the European Union euro, Canadian dollar and British pound to U.S. dollar exchange rate offset by an unfavorable change in the Brazilian real to U.S. dollar exchange rate, resulted from increases in stock compensation, labor costs, legal costs, travel costs, and marketing costs.

The decrease in depreciation and amortization expenses resulted primarily from fully depreciating certain intangible and technology assets in the U.S. and International locations.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our principal exposures to financial market risk are interest rate [removed: risk,] [added: risk and] foreign currency [removed: risk] [added: exchange rate] and translation risk.

To achieve this objective in the current uncertain global financial markets, all cash and cash equivalents were held in bank deposits, U.S. Treasury Bills, and money market funds as of July 31, [removed: 2023.][added: 2024.]

As the interest rates on a material portion of our cash and cash equivalents are variable, a change in interest rates earned on our investment portfolio would impact interest income along with cash [removed: flows] [added: flows,] but would not materially impact the fair market value of the related underlying instruments.

As of July 31, [removed: 2023,] [added: 2024,] we held no direct investments in auction rate securities, collateralized debt obligations, structured investment vehicles or mortgaged-backed securities.

Based on the average cash balance held for fiscal [removed: 2023,] [added: 2024,] a hypothetical 10% adverse change in our interest yield would not have materially affected our operating results.

Our total borrowings under the Revolving Loan Facility under the [added: Second Amended and Restated] Credit Agreement were [removed: $11.0] [added: $0.0] million as of July 31, [removed: 2023.][added: 2024.]

The Revolving Loan Facility under the [added: Second Amended and Restated] Credit Agreement bears interest, at our election, at either (a) the Base Rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the Federal Funds Rate, which is defined as a fluctuating rate per annum to the greatest of (A) the Federal Funds Rate in effect on such date plus 0.50% or (B) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate;” and (ii) SOFR for a one-month interest period for such date plus 1.0%, plus an applicable margin ranging from 0.00% to 0.75% based on our consolidated total net leverage ratio during the preceding fiscal quarter; or (b) the SOFR plus an applicable margin ranging from 1.00% to 1.75% depending on our consolidated total net leverage ratio during the preceding fiscal quarter.

Interest is due and payable, arrears, at the end of each calendar quarter for loans bearing interest at the Base Rate, and at the end of an interest period (or at each [removed: three month] [added: three-month] interval in the case of loans with interest periods greater than three months) in the case of SOFR Loans.

These operations also incur a majority of their expenses in the local currency, the [removed: British pound,] [added: Pounds Sterling,] Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar.

Our international operations are subject to risks associated with foreign exchange rate volatility, which could have a material and adverse impact on our future [removed: results.][added: results of operations.]

A hypothetical 10% adverse change in the value of the U.S. dollar relative to the [removed: British pound,] [added: Pounds Sterling,] Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar would [removed: have resulted in a decrease in] [added: not materially affect our] operating [removed: income of $11.5 million] [added: results] for fiscal [removed: 2023.][added: 2024.]

At July 31, [removed: 2023,] [added: 2024,] the cumulative effect of foreign exchange rate fluctuations on our consolidated financial position was a net translation loss of [removed: $141.0] [added: $143.0] million.

A hypothetical 10% adverse change in the value of the U.S. dollar relative to the [removed: British pound,] [added: Pounds Sterling,] Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini [removed: dinar would not have materially affected our consolidated financial position.][added: dinar.]

would not have materially affected our consolidated financial position.

Copart®, BID4U®, CI & Design®, DRIVE Auto Auctions™, 1-800 CAR BUYER®, CA$HFORCARS.COM®, COPART & DESIGN®, VB3 & DESIGN®, VB3®, National Powersports [removed: Auctions, NPA,] [added: Auctions™, NPA™, Purple Wave Auction™,] and CrashedToys.com® are trademarks of Copart, Inc. or one of its direct or indirect wholly-owned subsidiaries.

We are a leading global provider of online auctions and vehicle remarketing services with operations in the United States (“U.S.”), [removed: Canada,] the United Kingdom (“U.K.”), [removed: Brazil, the Republic of Ireland,] Germany, [removed: Finland,] [added: Brazil, Canada,] the United Arab Emirates (“U.A.E.”), [added: Spain, Finland,] Oman, [removed: Bahrain,] [added: the Republic of Ireland,] and [removed: Spain.][added: Bahrain.]

However, upon our receipt of an existing vehicle, we help [added: facilitate the] decrease [added: of] its total environmental impact by extending its useful life and thereby avoiding the carbon emissions associated with the alternative of new vehicle and auto parts manufacturing.

For example, many of the cars we process and remarket are subsequently restored to [removed: driveable] [added: drivable] condition, reducing the new vehicle manufacturing burden the world would otherwise face.

[removed: And finally,] [added: Finally,] some of our vehicles are returned to their raw [removed: material]

[added: material] inputs through scrapping, [added: thereby] reducing the need for further new resource extraction.

In each of these cases, our business [removed: reduces] [added: facilitates] the [added: reduction of the] carbon and other environmental footprint of the global transportation industry.

For example, many of the automobiles sold through our auction platform are purchased for use in developing countries where affordable transportation is a critical enabler of education, health care, and [removed: well-being more generally.][added: well-being.]

For example, we mobilized our people, [removed: entered into emergency leases,] and engaged with a multitude of service providers to timely retrieve, store, and remarket tens of thousands of flood-damaged vehicles in South Florida in the wake of Hurricane Ian in the fall of 2022.

Vehicle sellers consist primarily of insurance companies, but also include [added: dealers, individuals, charities, rental,] banks, finance companies, [removed: charities, fleet operators, dealers, vehicle rental companies,] and [removed: individuals.][added: fleet operators.]

In the U.S., Canada, Brazil, the Republic of Ireland, Finland, the U.A.E., Oman, and Bahrain, we sell vehicles primarily as an agent and derive revenue primarily from auction and [removed: auction related] [added: auction-related] sales transaction fees charged for vehicle remarketing services as well as fees for services subsequent to the auction, such as delivery and storage.

We believe our virtual auction platform increases the pool of available buyers for each sale, which brings added competition and an increase in the amount [added: that] buyers are willing to pay for vehicles.

For fiscal [removed: 2023,] [added: 2024,] sales of U.S. vehicles, on a unit basis, to members registered outside the state where the vehicle was located accounted for [removed: 66.2%] [added: 68.4%] of total vehicles sold; of which [removed: 32.2%] [added: 30.4%] of vehicles were sold to out of state members within the U.S. and [removed: 34.0%] [added: 38.0%] were sold to International members, based on the IP address utilized during the auction process.

- providing [removed: coverage] [added: a virtual platform] that facilitates seller access to buyers around the world, reducing towing and third-party storage expenses, offering a local presence for vehicle inspection stations, and providing prompt response to catastrophes and natural disasters by specially trained teams;

- increasing the number of bidders that can participate at each sale through the ease and convenience of internet bidding; [added: and]

For fiscal [removed: 2023,] [added: 2024,] our revenues were [removed: $3.9] [added: $4.2] billion and our operating income was [removed: $1.5] [added: $1.6] billion.

In fiscal [removed: 2021,] [added: 2024,] we opened [removed: one] [added: three] new operational [removed: facility] [added: facilities] in [removed: Germany,] [added: the U.K.,] one new operational facility in Spain, [removed: ten] [added: one] new operational [removed: facilities] [added: facility] in [removed: the U.S.,] [added: Canada,] and [removed: acquired an] [added: four new] operational facility in [removed: Des Moines, Iowa.][added: the U.S.]

Our service [removed: revenue consists] [added: revenues consist] of auction and [removed: auction related] [added: auction-related] sales transaction fees charged for vehicle remarketing services.

These auction and [removed: auction related] [added: auction-related] services may include a combination of [added: the following:] vehicle purchasing [removed: fees,] [added: fees:] vehicle listing [removed: fees, and] [added: fees;] vehicle selling fees that can be based on a predetermined percentage of the vehicle sales price, tiered vehicle sales price [removed: driven] fees, or at a fixed fee based on the sale of each vehicle regardless of the selling price of the vehicle; transportation fees for the cost of transporting the vehicle to or from our facility; title processing and preparation fees; vehicle storage fees; bidding fees; and vehicle loading fees.

Operating costs consist primarily [removed: of operating] [added: of: (i) labor (operating] personnel [removed: (which includes yard management, clerical,] [added: at yards); (ii) transportation (miles traveled] and [removed: yard employees); rent; vehicle transportation; insurance; property related taxes; fuel; equipment maintenance] [added: fuel rates); (iii) facilities (maintenance, property-related taxes, rent,] and [removed: repair; marketing costs directly related to the] [added: insurance); (iv) other (marketing and] auction [removed: process;] [added: related costs);] and [added: (v)] costs of vehicles [removed: sold under the purchase contracts.][added: sold.]

General and administrative expenses consist primarily of executive [removed: management; accounting;] [added: management, accounting,] data [removed: processing;] [added: processing,] sales [removed: personnel;] [added: personnel,] professional [removed: services;] [added: services,] marketing [removed: expenses;] [added: expenses,] and [removed: system maintenance] [added: technology enhancements] and [removed: enhancements.][added: maintenance.]

While companies in this industry remarket vehicles through a physical auction or a hybrid internet and physical auction, we sell virtually all our vehicles on our [removed: internet selling] [added: virtual marketplace] platform VB3, thus eliminating the requirement for buyers to travel to an auction location to participate in the sales process.

Although there are other sellers of vehicles, such as [added: dealers, individuals, charities, rental,] banks, finance companies, [removed: charities,] [added: and] fleet operators, [removed: dealers, vehicle rental companies, and individuals,] our primary sellers of vehicles are insurance companies.

Automobile manufacturers continuously incorporate new standard features, [removed: including] [added: including:] unibody construction utilizing exotic metals; passenger safety cages with surrounding crumple zones to absorb impacts; plastic and ceramic components; airbags; adaptive headlights; computer and navigation systems; advanced cameras, including backup camera systems; collision warning systems; dynamic cruise control; lane departure warning systems; automatic braking; blind spot detection systems; and electrification of drivetrains.

The salvage vehicle [removed: then remains in storage] [added: is stored] at one of our facilities until ownership documents are transferred from the insured vehicle owner and the title to the vehicle is cleared through the appropriate state’s motor vehicle regulatory [removed: agency, or DMV.][added: agency (“DMV”).]

This includes, for our sellers, real-time access to sales data over the internet, the ability to respond on a national scale, and for our members, the implementation of VB3 real-time bidding at substantially all of our facilities, [added: thereby] permitting members at any location worldwide to participate in the sales at our yards.

We strive to integrate all new [removed: facilities,] [added: facilities and companies,] when appropriate, into our existing network without disruption of service to vehicle sellers.

Geographic information as well as comparative segment revenues and related financial information pertaining to the U.S. and International segments for the years ended July 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] are presented in the tables in Note *14 — Segments and Other Geographic Reporting*, to the Notes to Consolidated Financial Statements, which are included [added: elsewhere] in [removed: Part II, Item 8 of] this Form 10-K.

Estimating services provide our insurance company sellers repair [removed: estimates] [added: estimates,] which allow the insurance company to determine if the vehicle is a total loss vehicle.

Our national network and transportation capabilities provide cost and time savings to our vehicle sellers and offer timely vehicle pick up and prompt response to catastrophes and natural disasters in the U.S. [added: In the International segment, we perform transportation services through a combination of our fleet] and [removed: Canada.][added: third-party vehicle transport companies.]

Our international network and transportation capabilities provide cost and time savings to our vehicle sellers throughout [added: the U.K.] Europe, [added: Canada,] Brazil and Middle east market.

Title [removed: Processing and Procurement][added: Processing]

Under each program we may provide merchandising services such as covering or taping openings to protect vehicle interiors from weather, washing vehicle exteriors, vacuuming vehicle interiors, cleaning and polishing dashboards and tires, making keys for [removed: driveable] [added: drivable] vehicles, and identifying [removed: driveable] [added: drivable] vehicles.

We maintain a database of [removed: thousands of] [added: approximately 1 million] registered members (“buyers”) in the vehicle dismantling and recycling, rebuilding, used vehicle dealer and export industries, as well as members that are a part of the general public, where applicable.

The first step is an open preliminary bidding feature that allows a member to enter bids either over the internet [removed: or at a bidding station at the storage facility] during the preview days.

We have a dedicated [removed: group] [added: team] of employees in the U.S. that target these dealers and work with them throughout the sales process.

In the U.S., we provide [removed: non-salvage] [added: wholesale] powersport vehicle remarketing services through live and online auction platforms to dealers, financial institutions and [removed: OEMs] [added: Original Equipment Manufacturers] through our subsidiary National Powersport [removed: Auctions, or NPA.][added: Auctions (“NPA”).]

In the U.K., we have [removed: six] [added: two] facilities [added: for U-Pull It] from which the public can purchase parts from salvaged and end-of-life vehicles.

We pioneered posting vehicle images online for buyers in 2001, [removed: and,] [added: and] we have been improving the technology to provide top quality photos since then.

This capability was expanded [removed: out] to the U.K. in fiscal 2021.

Secondly, we believe we play an important role in the communities we serve through our response to and management of catastrophic weather events.

This includes our investments in equipment and infrastructure which support our overall disaster recovery efforts.

In the U.K. we recognize revenue on a principal basis from selling dismantled parts through Green Parts Specialist (“GPS”).

- expedited process to assess total loss through our Total Loss Express 360 and Rapid Total Loss AI tools;

- title procurement and loan payoff services offered through Title Express;

For the year ended July 31, 2024, we generated 81.8% of our revenue in our U.S. segment and 18.2% in our international segment.

Title Express

BluCar

We provide financial institutions, fleet and rental car companies with an efficient method to sell their vehicles.

We have a dedicated team of employees that support the processing and remarketing of BluCar vehicles.

Powersports include for example motorcycles, recreational vehicles, boats and RVs.

NPA corporate offices are located in San Diego, California; and they operate from locations throughout the United States.

Purple Wave Inc.

In the U.S., through our majority ownership of Purple Wave Inc. (“Purple Wave”) we provide wholesale construction, agriculture, and fleet remarketing services through no-reserve online auctions at www.purplewave.com, selling such items directly from the sellers location.

Purple Wave Inc. offers a range of services including appraisals, listings, marketing, and post auction shipping.

The Purple Wave corporate office is located in Manhattan, Kansas.

We also operate GPS which dismantles vehicles and sells used parts.

We obtained 81%, 83%, and 80% of the total number of vehicles processed during fiscal 2024, 2023, and 2022, respectively, from insurance company sellers.

We have a proprietary enterprise operating system that provides multi-language and multi-currency capabilities, thereby facilitating future international expansion.

We also believe our International workforce is ethnically diverse.

Our Employee Development and Training Department plays a crucial role in driving organizational growth by equipping our employees with the skills and knowledge they need to succeed.

This department designs and delivers comprehensive

training from compliance to leadership development.

By aligning training initiatives with corporate goals, the team ensures that employees are not only well-prepared to meet current job demands but are also future-ready.

Through a blend of in-person sessions and virtual learning opportunities, the Training Department supports and promotes a culture of excellence, innovation, and career progression across the organization.

In addition, increased focus by the U.S. and other governmental authorities on climate change and other environmental matters may lead to enhanced regulation in these areas, which could also result in increased compliance costs and subject us to additional potential liabilities.

The extent of these costs and risks is difficult to predict and will depend in large part on the extent of new regulations and the ways in which those regulations are enforced.

Secondly, because of the special role we play in responding to catastrophic weather events, we believe we contribute to disaster recovery and resilience in the communities we serve.

We work with new sellers to implement our fee structures and new service programs.

We also assign a special integration team to help convert newly acquired facilities to our own management information and proprietary software systems, helping enable us to ensure a smooth and consistent transition to our business operating and sales systems.

Our revenues for the year ended July 31, 2023 were distributed as follows: U.S. 82.4% and International 17.6%.

In the International segment, we perform transportation services through a combination of our fleet and third-party vehicle transport companies.

Member Network

Our database includes each member’s vehicle preference and purchasing history.

This data enables us to notify prospective buyers throughout the world via email of vehicles available for bidding that match their vehicle preferences.

Listings of vehicles to be sold on a day and location are also made available on the internet.

NPA has facilities in San Diego, California; Philadelphia, Pennsylvania; Dallas, Texas; Cincinnati, Ohio; Atlanta, Georgia; Littleton, Colorado; Madison, Wisconsin; Portland, Oregon; Sacramento, California; and Orlando, Florida.

Buyers can access this feature by clicking the 360° icon under vehicle images on select lot details pages on Copart.com.

Virtual Queue

The Virtual Queue, available in multiple languages, secures a place in line while visiting one of our locations.

Whether a visitor is at a location to make a payment or preview a vehicle, the Virtual Queue lets them conveniently save their place and receive an estimated wait time, using our mobile application, in the comfort of their own vehicle.

We notify them via text message when it is their turn to speak to a customer service agent.

The data centers are

We have developed a proprietary enterprise operating system to enable us to address our international expansion needs.

This proprietary system is designed to provide multi-language and multi-currency capabilities.

For a discussion of Legal Proceedings that affect us, refer to the Notes to Consolidated Financial Statements, *[Note 15 — Commitments and [removed: Contingencies](#ib7e7440f02e4426d8e51e9fe6f9a4cef_232)*] [added: Contingencies](#ie21b0c0f1fe742abba5a3925b296a3d2_235)*] included in [removed: [Part IV, Item 16](#ib7e7440f02e4426d8e51e9fe6f9a4cef_232) of] [added: elsewhere in] this report.

For the fiscal year ended July 31, [removed: 2023][added: 2024]

The aggregate market value of the voting and non-voting Common Stock held by non-affiliates of the registrant as of January 31, [removed: 2023] [added: 2024] (the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $28,538,154,732] [added: $41,839,136,068] based upon the closing sales price reported for such date on the NASDAQ Global Select Market.

As of September [removed: 27, 2023, 957,355,633] [added: 26, 2024, 963,287,376] shares of the registrant’s common stock were outstanding.

Portions of our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, also referred to in this Annual Report on Form 10-K as our Proxy Statement, which will be filed with the Securities and Exchange Commission, or SEC, pursuant to Regulation 14A within 120 days after the registrant’s fiscal year end of July 31, [removed: 2023,] [added: 2024,] have been incorporated by reference in Part III hereof.

| Item 1 | | | | | | [removed: [Business](#ib7e7440f02e4426d8e51e9fe6f9a4cef_19)] [added: [Business](#ie21b0c0f1fe742abba5a3925b296a3d2_19)] | | | [removed: [1](#ib7e7440f02e4426d8e51e9fe6f9a4cef_19)] [added: [1](#ie21b0c0f1fe742abba5a3925b296a3d2_19)] | | |

| | | | | | | [Industry [removed: Overview](#ib7e7440f02e4426d8e51e9fe6f9a4cef_22)] [added: Overview](#ie21b0c0f1fe742abba5a3925b296a3d2_22)] | | | [removed: [3](#ib7e7440f02e4426d8e51e9fe6f9a4cef_22)] [added: [3](#ie21b0c0f1fe742abba5a3925b296a3d2_22)] | | |

| | | | | | | [Operating and Growth [removed: Strategy](#ib7e7440f02e4426d8e51e9fe6f9a4cef_25)] [added: Strategy](#ie21b0c0f1fe742abba5a3925b296a3d2_25)] | | | [removed: [5](#ib7e7440f02e4426d8e51e9fe6f9a4cef_25)] [added: [5](#ie21b0c0f1fe742abba5a3925b296a3d2_25)] | | |

| | | | | | | [Our Competitive [removed: Advantages](#ib7e7440f02e4426d8e51e9fe6f9a4cef_28)] [added: Advantages](#ie21b0c0f1fe742abba5a3925b296a3d2_28)] | | | [removed: [5](#ib7e7440f02e4426d8e51e9fe6f9a4cef_28)] [added: [5](#ie21b0c0f1fe742abba5a3925b296a3d2_28)] | | |

| | | | | | | [Our Business [removed: Segments](#ib7e7440f02e4426d8e51e9fe6f9a4cef_31)] [added: Segments](#ie21b0c0f1fe742abba5a3925b296a3d2_31)] | | | [removed: [7](#ib7e7440f02e4426d8e51e9fe6f9a4cef_31)] [added: [7](#ie21b0c0f1fe742abba5a3925b296a3d2_31)] | | |

| | | | | | | [Our Service [removed: Offerings](#ib7e7440f02e4426d8e51e9fe6f9a4cef_34)] [added: Offerings](#ie21b0c0f1fe742abba5a3925b296a3d2_34)] | | | [removed: [7](#ib7e7440f02e4426d8e51e9fe6f9a4cef_34)] [added: [7](#ie21b0c0f1fe742abba5a3925b296a3d2_34)] | | |

| | | | | | | [Management Information [removed: Systems](#ib7e7440f02e4426d8e51e9fe6f9a4cef_46)] [added: Systems](#ie21b0c0f1fe742abba5a3925b296a3d2_46)] | | | [removed: [11](#ib7e7440f02e4426d8e51e9fe6f9a4cef_46)] [added: [12](#ie21b0c0f1fe742abba5a3925b296a3d2_46)] | | |

| | | | | | | [Employees and Human [removed: Capital](#ib7e7440f02e4426d8e51e9fe6f9a4cef_49)] [added: Capital](#ie21b0c0f1fe742abba5a3925b296a3d2_49)] | | | [removed: [12](#ib7e7440f02e4426d8e51e9fe6f9a4cef_49)] [added: [12](#ie21b0c0f1fe742abba5a3925b296a3d2_49)] | | |

| | | | | | | [Environmental [removed: Matters](#ib7e7440f02e4426d8e51e9fe6f9a4cef_52)] [added: Matters](#ie21b0c0f1fe742abba5a3925b296a3d2_52)] | | | [removed: [13](#ib7e7440f02e4426d8e51e9fe6f9a4cef_52)] [added: [13](#ie21b0c0f1fe742abba5a3925b296a3d2_52)] | | |

| | | | | | | [Governmental [removed: Regulations](#ib7e7440f02e4426d8e51e9fe6f9a4cef_55)] [added: Regulations](#ie21b0c0f1fe742abba5a3925b296a3d2_55)] | | | [removed: [13](#ib7e7440f02e4426d8e51e9fe6f9a4cef_55)] [added: [14](#ie21b0c0f1fe742abba5a3925b296a3d2_55)] | | |

| | | | | | | [Intellectual Property and Proprietary [removed: Rights](#ib7e7440f02e4426d8e51e9fe6f9a4cef_58)] [added: Rights](#ie21b0c0f1fe742abba5a3925b296a3d2_58)] | | | [removed: [13](#ib7e7440f02e4426d8e51e9fe6f9a4cef_58)] [added: [14](#ie21b0c0f1fe742abba5a3925b296a3d2_58)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#ib7e7440f02e4426d8e51e9fe6f9a4cef_64)] [added: Factors](#ie21b0c0f1fe742abba5a3925b296a3d2_64)] | | | [removed: [14](#ib7e7440f02e4426d8e51e9fe6f9a4cef_64)] [added: [14](#ie21b0c0f1fe742abba5a3925b296a3d2_64)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#ib7e7440f02e4426d8e51e9fe6f9a4cef_67)] [added: Comments](#ie21b0c0f1fe742abba5a3925b296a3d2_67)] | | | [removed: [27](#ib7e7440f02e4426d8e51e9fe6f9a4cef_67)] [added: [27](#ie21b0c0f1fe742abba5a3925b296a3d2_67)] | | |

| Item 2. | | | | | | [removed: [Properties](#ib7e7440f02e4426d8e51e9fe6f9a4cef_70)] [added: [Properties](#ie21b0c0f1fe742abba5a3925b296a3d2_70)] | | | [removed: [27](#ib7e7440f02e4426d8e51e9fe6f9a4cef_70)] [added: [28](#ie21b0c0f1fe742abba5a3925b296a3d2_70)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#ib7e7440f02e4426d8e51e9fe6f9a4cef_73)] [added: Proceedings](#ie21b0c0f1fe742abba5a3925b296a3d2_73)] | | | [removed: [27](#ib7e7440f02e4426d8e51e9fe6f9a4cef_73)] [added: [28](#ie21b0c0f1fe742abba5a3925b296a3d2_73)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosure](#ib7e7440f02e4426d8e51e9fe6f9a4cef_76)] [added: Disclosure](#ie21b0c0f1fe742abba5a3925b296a3d2_76)] | | | [removed: [27](#ib7e7440f02e4426d8e51e9fe6f9a4cef_76)] [added: [28](#ie21b0c0f1fe742abba5a3925b296a3d2_76)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib7e7440f02e4426d8e51e9fe6f9a4cef_82)] [added: Securities](#ie21b0c0f1fe742abba5a3925b296a3d2_82)] | | | [removed: [28](#ib7e7440f02e4426d8e51e9fe6f9a4cef_82)] [added: [29](#ie21b0c0f1fe742abba5a3925b296a3d2_82)] | | |

| Item 6. | | | | | | [removed: [Reserved](#ib7e7440f02e4426d8e51e9fe6f9a4cef_85)] [added: [Reserved](#ie21b0c0f1fe742abba5a3925b296a3d2_85)] | | | [removed: [29](#ib7e7440f02e4426d8e51e9fe6f9a4cef_85)] [added: [30](#ie21b0c0f1fe742abba5a3925b296a3d2_85)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib7e7440f02e4426d8e51e9fe6f9a4cef_88)] [added: Operations](#ie21b0c0f1fe742abba5a3925b296a3d2_88)] | | | [removed: [30](#ib7e7440f02e4426d8e51e9fe6f9a4cef_88)] [added: [31](#ie21b0c0f1fe742abba5a3925b296a3d2_88)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib7e7440f02e4426d8e51e9fe6f9a4cef_106)] [added: Risk](#ie21b0c0f1fe742abba5a3925b296a3d2_106)] | | | [removed: [42](#ib7e7440f02e4426d8e51e9fe6f9a4cef_106)] [added: [41](#ie21b0c0f1fe742abba5a3925b296a3d2_106)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#ib7e7440f02e4426d8e51e9fe6f9a4cef_109)] [added: Data](#ie21b0c0f1fe742abba5a3925b296a3d2_109)] | | | [removed: [43](#ib7e7440f02e4426d8e51e9fe6f9a4cef_109)] [added: [42](#ie21b0c0f1fe742abba5a3925b296a3d2_109)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib7e7440f02e4426d8e51e9fe6f9a4cef_112)] [added: Disclosure](#ie21b0c0f1fe742abba5a3925b296a3d2_112)] | | | [removed: [43](#ib7e7440f02e4426d8e51e9fe6f9a4cef_112)] [added: [42](#ie21b0c0f1fe742abba5a3925b296a3d2_112)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#ib7e7440f02e4426d8e51e9fe6f9a4cef_115)] [added: Procedures](#ie21b0c0f1fe742abba5a3925b296a3d2_115)] | | | [removed: [43](#ib7e7440f02e4426d8e51e9fe6f9a4cef_115)] [added: [42](#ie21b0c0f1fe742abba5a3925b296a3d2_115)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#ib7e7440f02e4426d8e51e9fe6f9a4cef_118)] [added: Information](#ie21b0c0f1fe742abba5a3925b296a3d2_118)] | | | [removed: [46](#ib7e7440f02e4426d8e51e9fe6f9a4cef_118)] [added: [45](#ie21b0c0f1fe742abba5a3925b296a3d2_118)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib7e7440f02e4426d8e51e9fe6f9a4cef_124)] [added: Governance](#ie21b0c0f1fe742abba5a3925b296a3d2_127)] | | | [removed: [47](#ib7e7440f02e4426d8e51e9fe6f9a4cef_124)] [added: [46](#ie21b0c0f1fe742abba5a3925b296a3d2_127)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#ib7e7440f02e4426d8e51e9fe6f9a4cef_127)] [added: Compensation](#ie21b0c0f1fe742abba5a3925b296a3d2_130)] | | | [removed: [47](#ib7e7440f02e4426d8e51e9fe6f9a4cef_127)] [added: [46](#ie21b0c0f1fe742abba5a3925b296a3d2_130)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib7e7440f02e4426d8e51e9fe6f9a4cef_130)] [added: Matters](#ie21b0c0f1fe742abba5a3925b296a3d2_133)] | | | [removed: [47](#ib7e7440f02e4426d8e51e9fe6f9a4cef_130)] [added: [46](#ie21b0c0f1fe742abba5a3925b296a3d2_133)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib7e7440f02e4426d8e51e9fe6f9a4cef_133)] [added: Independence](#ie21b0c0f1fe742abba5a3925b296a3d2_136)] | | | [removed: [47](#ib7e7440f02e4426d8e51e9fe6f9a4cef_133)] [added: [46](#ie21b0c0f1fe742abba5a3925b296a3d2_136)] | | |

| Item 14. | | | | | | [Principal Accounting Fees and [removed: Services](#ib7e7440f02e4426d8e51e9fe6f9a4cef_136)] [added: Services](#ie21b0c0f1fe742abba5a3925b296a3d2_139)] | | | [removed: [47](#ib7e7440f02e4426d8e51e9fe6f9a4cef_136)] [added: [46](#ie21b0c0f1fe742abba5a3925b296a3d2_139)] | | |

| Item 15. | | | | | | [Exhibits, Financial Statement [removed: Schedules](#ib7e7440f02e4426d8e51e9fe6f9a4cef_142)] [added: Schedules](#ie21b0c0f1fe742abba5a3925b296a3d2_145)] | | | [removed: [48](#ib7e7440f02e4426d8e51e9fe6f9a4cef_142)] [added: [48](#ie21b0c0f1fe742abba5a3925b296a3d2_145)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#ib7e7440f02e4426d8e51e9fe6f9a4cef_145)] [added: Summary](#ie21b0c0f1fe742abba5a3925b296a3d2_148)] | | | [removed: [48](#ib7e7440f02e4426d8e51e9fe6f9a4cef_145)] [added: [48](#ie21b0c0f1fe742abba5a3925b296a3d2_148)] | | |

*This Annual Report on Form 10-K for the fiscal year ended July 31, [removed: 2023,] [added: 2024,] or this Form 10-K, including the information incorporated by reference herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “forecast,” [added: “outlook,” “project,” “seek,”] “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or the negative of these terms or other comparable terminology.

For the Fiscal Year Ended July 31, 2024 TABLE OF CONTENTS

| [PART I](#ie21b0c0f1fe742abba5a3925b296a3d2_13) | | | | | | | | | [1](#ie21b0c0f1fe742abba5a3925b296a3d2_13) | | |

| | | | | | | [Sales](#ie21b0c0f1fe742abba5a3925b296a3d2_37) | | | [11](#ie21b0c0f1fe742abba5a3925b296a3d2_37) | | |

| | | | | | | [Members](#ie21b0c0f1fe742abba5a3925b296a3d2_40) | | | [11](#ie21b0c0f1fe742abba5a3925b296a3d2_40) | | |

| | | | | | | [Competition](#ie21b0c0f1fe742abba5a3925b296a3d2_43) | | | [11](#ie21b0c0f1fe742abba5a3925b296a3d2_43) | | |

| | | | | | | [Seasonality](#ie21b0c0f1fe742abba5a3925b296a3d2_61) | | | [14](#ie21b0c0f1fe742abba5a3925b296a3d2_61) | | |

| Item 1C. | | | | | | [Cybersecurity](#ie21b0c0f1fe742abba5a3925b296a3d2_2430) | | | [27](#ie21b0c0f1fe742abba5a3925b296a3d2_2430) | | |

| [PART II](#ie21b0c0f1fe742abba5a3925b296a3d2_79) | | | | | | | | | [29](#ie21b0c0f1fe742abba5a3925b296a3d2_79) | | |

| Item 9C | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevents Inspections](#ie21b0c0f1fe742abba5a3925b296a3d2_121) | | | [4](#ie21b0c0f1fe742abba5a3925b296a3d2_121)[5](#ie21b0c0f1fe742abba5a3925b296a3d2_121) | | |

| [PART III](#ie21b0c0f1fe742abba5a3925b296a3d2_124) | | | | | | | | | [46](#ie21b0c0f1fe742abba5a3925b296a3d2_124) | | |

| [PART IV](#ie21b0c0f1fe742abba5a3925b296a3d2_142) | | | | | | | | | [48](#ie21b0c0f1fe742abba5a3925b296a3d2_142) | | |

| [Signatures](#ie21b0c0f1fe742abba5a3925b296a3d2_154) | | | | | | | | | [51](#ie21b0c0f1fe742abba5a3925b296a3d2_154) | | |

TABLE OF CONTENTS

| [PART I](#ib7e7440f02e4426d8e51e9fe6f9a4cef_13) | | | | | | | | | [1](#ib7e7440f02e4426d8e51e9fe6f9a4cef_13) | | |

| | | | | | | [Sales](#ib7e7440f02e4426d8e51e9fe6f9a4cef_37) | | | [10](#ib7e7440f02e4426d8e51e9fe6f9a4cef_37) | | |

| | | | | | | [Members](#ib7e7440f02e4426d8e51e9fe6f9a4cef_40) | | | [11](#ib7e7440f02e4426d8e51e9fe6f9a4cef_40) | | |

| | | | | | | [Competition](#ib7e7440f02e4426d8e51e9fe6f9a4cef_43) | | | [11](#ib7e7440f02e4426d8e51e9fe6f9a4cef_43) | | |

| | | | | | | [Seasonality](#ib7e7440f02e4426d8e51e9fe6f9a4cef_61) | | | [14](#ib7e7440f02e4426d8e51e9fe6f9a4cef_61) | | |

| [PART II](#ib7e7440f02e4426d8e51e9fe6f9a4cef_79) | | | | | | | | | [28](#ib7e7440f02e4426d8e51e9fe6f9a4cef_79) | | |

| [PART III](#ib7e7440f02e4426d8e51e9fe6f9a4cef_121) | | | | | | | | | [47](#ib7e7440f02e4426d8e51e9fe6f9a4cef_121) | | |

| [PART IV](#ib7e7440f02e4426d8e51e9fe6f9a4cef_139) | | | | | | | | | [48](#ib7e7440f02e4426d8e51e9fe6f9a4cef_139) | | |

| [Signatures](#ib7e7440f02e4426d8e51e9fe6f9a4cef_151) | | | | | | | | | [51](#ib7e7440f02e4426d8e51e9fe6f9a4cef_151) | | |

Risk Management and Strategy

We work proactively to identify, evaluate, and manage cybersecurity threats to our business.

These threats include disruption and denial of critical systems and infrastructure, intellectual property theft, fraud, extortion, harm to customers and employees, legal and litigation risks, reputational risks, and the breach of confidential business data, which could include personally identifiable information.

We employ both holistic and focused processes for identifying, assessing, managing, and disclosing material cybersecurity risks to our business.

Our holistic review is part of our general risk management process, and involves our executive leadership team, team members from our finance, legal, tech, and operations teams, and external legal, financial, and risk advisors who are subject matter experts in identifying, assessing, mitigating and reporting material risks.

Our focused review involves internal assessment by our cybersecurity team, as well as external review by a cybersecurity consulting services firm, to evaluate our cybersecurity program and our capacity to defend against and respond to potential cybersecurity threats.

Through strategic investments over several years, we have established and enhanced a comprehensive cybersecurity program consisting of security toolsets, people, policies, and contracted third-party service providers that provide technical, organizational, and administrative safeguards to protect against and timely respond to cybersecurity threats and incidents.

Our cybersecurity strategy is based foremost on defense in depth, and secondarily on resilience.

Defense in depth is a strategy of layered security, in which we employ a variety of overlapping controls, tools, and processes to defend against threat actors.

Resilience is a strategy focused on business continuity and disaster recovery, with the goal of rapidly restoring, rebuilding, and recovering from any adverse cyber impacts to our business.

These controls, tools and processes include technologies designed to detect and defend against unauthorized access to our systems and infrastructure, relevant corporate policies, periodic cybersecurity and privacy training programs, and incident response protocols for preventing, detecting, responding to and recovering from cybersecurity incidents.

We use the National Institute for Standards in Technology (NIST) security framework to evaluate our cybersecurity controls, which we work to continuously enhance.

We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition, or results of operations, under the heading “Disruptions to our information technology systems, including failure to prevent outages, maintain security, and prevent unauthorized access to our information technology systems and other

confidential information, could disrupt our business and materially and adversely affect our reputation, consolidated results of operations, and financial condition” included as part of our risk factor disclosures included in Item 1A of this report, which disclosures are incorporated by reference herein.

Governance

Our Board of Directors has delegated oversight of our cybersecurity program to our Audit Committee, and this oversight responsibility is reflected in our Audit Committee charter.

Our Audit Committee receives quarterly updates from our chief information security officer on the status of these programs.

Our Audit Committee also receives a detailed presentation from our chief information security officer on our cybersecurity program annually, which includes the results of an external third-party assessment.

Our Audit Committee is comprised solely of independent directors, with one member who is a subject matter expert in technology and cybersecurity.

Our management team is responsible for assessing and managing our material risks from cybersecurity threats, and has appointed a chief information security officer to lead our global cybersecurity organization for this purpose.

Our executive management team and key members of our broader finance, legal, tech and operations organizations receive detailed monthly briefings from our chief information security officer on the status of our cybersecurity program and our readiness to prevent, detect, mitigate and recover from cybersecurity incidents.

Our chief information security officers leads our incident response team for addressing and recovering from identified cybersecurity incidents.

Our incident response team includes key members of our tech, legal and executive management teams to manage our response efforts, which includes timely compliance with applicable contractual and regulatory notification obligations.

Our corporate headquarters [removed: are] [added: is] located in Dallas, Texas.

In the U.S., we own or lease facilities in every [removed: state except Vermont.][added: state.]

In the U.K., we own or lease [removed: twenty two] [added: twenty-two] operating facilities.

In Germany, we [removed: operate an online platform and] own or lease eleven operating facilities.

In Spain, we [removed: operate an online platform,] own one operating facility and lease four additional storage locations.

Purple Wave leases one location in Manhattan Kansas.

As of July 31, [removed: 2023,] [added: 2024,] there were [removed: 957,344,162] [added: 962,967,011] shares of our common stock issued and outstanding.

As of September [removed: 27, 2023,] [added: 26, 2024,] we had [removed: 751] [added: 765] holders of record of our common stock.

On July 31, [removed: 2023,] [added: 2024,] the last reported sale price of our common stock on the NASDAQ Global Select Market was [removed: $44.19] [added: $52.33] per share.

On September 22, 2011, our Board of Directors approved [removed: an] [added: a] 320 million share increase in [removed: the] [added: our] stock repurchase program, bringing the total current authorization to 784 million shares.

For fiscal [added: years 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] we did not repurchase any shares of our common stock under the program.

As of July 31, [removed: 2023,] [added: 2024,] the total number of shares repurchased under the program was 458,196,792, and subject to applicable limitations under Delaware law, 325,803,208 shares were available for repurchase under our program.

In fiscal [removed: 2021,] [added: 2024,] certain employees [removed: exercised] [added: held] stock [removed: options] [added: option awards that could be exercised] through a cashless exercise.

[removed: In fiscal 2022] [added: For the years ended July 31, 2024, 2023] and [removed: 2023,] [added: 2022,] no [removed: employees] [added: employee] exercised stock options through a cashless exercise.

[removed: A] [added: If exercised a] portion of the options exercised [removed: were] [added: will] net settled in satisfaction of the exercise [removed: price.][added: price and employees’ statutory withholding requirements.]

[removed: (1)Shares] [added: Any shares] withheld for taxes are treated as a repurchase of shares for accounting [removed: purposes] [added: purposes,] but do not count against our stock repurchase program.

The [added: Second Amended and Restated] Credit Agreement [added: (as defined below)] to which we are a party contains customary affirmative and negative covenants, including covenants that limit or restrict us and our subsidiaries’ ability to, among other things, pay dividends, subject to certain exceptions.

For further detail see Notes to Consolidated Financial Statements, *Note 9 [removed: —] [added: –] Long-Term Debt* and *Note 12 — Stockholders’ Equity* and under the subheadings “*Credit Agreement*” and “*Note Purchase Agreement*” in the Liquidity and Capital Resources sections of this Annual Report on Form 10-K*.*

The following is a line graph comparing the cumulative total return to stockholders of our common stock at July 31, [removed: 2023] [added: 2024] since July 31, [removed: 2018,] [added: 2019,] to the cumulative total return over such period of (i) the NASDAQ Composite Index, (ii) the NASDAQ Industrial Index, and (iii) the S&P 500 Index.

[removed: ][added: ]

| | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

* Assumes that $100.00 was invested on July 31, [removed: 2018] [added: 2019] in our common stock, in the NASDAQ Composite Index, the NASDAQ Industrial Index, and the S&P 500 Index and that all dividends were reinvested.

Copyright© [removed: 2023] [added: 2024] Standard & Poor's, a division of S&P Global.

Except for the issuance of 2.5 million restricted shares of our common stock in connection with the acquisition of a controlling ownership interest in Purple Wave Inc. during the current year, there were no issuances of unregistered securities in the year ended July 31, 2024.

| Copart, Inc. | | | | | | $ | 100.00 | | | | | $ | 120.28 | | | | | $ | 189.60 | | | | | $ | 165.23 | | | | | $ | 228.01 | | | | | $ | 269.99 | |

| NASDAQ Composite | | | | | | $ | 100.00 | | | | | $ | 132.78 | | | | | $ | 182.62 | | | | | $ | 155.31 | | | | | $ | 181.43 | | | | | $ | 224.29 | |

| NASDAQ Industrial | | | | | | $ | 100.00 | | | | | $ | 135.15 | | | | | $ | 169.19 | | | | | $ | 138.31 | | | | | $ | 144.50 | | | | | $ | 152.36 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 111.96 | | | | | $ | 152.76 | | | | | $ | 145.67 | | | | | $ | 164.63 | | | | | $ | 201.10 | |

We remitted $0.0 million during the years ended July 31, 2023 and 2022, and $3.8 million during the year ended July 31, 2021 to the proper taxing authorities in satisfaction of the employees’ statutory withholding requirements.

The exercised stock options, utilizing a cashless exercise, are summarized in the following table:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Options Exercised | | | | | | Weighted Average Exercise Price | | | | | | Shares Net Settled for Exercise | | | | | | Shares Withheld for Taxes (1) | | | | | | Net Shares to Employees | | | | | | Weighted Average Share Price for Withholding | | | | | | Employee Stock-Based Tax Withholding (in 000s) | | |

| FY 2021—Q4 | | | | | | 360,000 | | | | | | 4.43 | | | | | | 49,464 | | | | | | 117,396 | | | | | | 193,140 | | | | | | 32.25 | | | | | | 3,786 | | |

| FY 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| FY 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

There were no issuances of unregistered securities in the year ended July 31, 2023.

| Copart, Inc. | | | | | | $ | 100.00 | | | | | $ | 135.09 | | | | | $ | 162.48 | | | | | $ | 256.14 | | | | | $ | 223.21 | | | | | $ | 308.03 | |

| NASDAQ Composite | | | | | | $ | 100.00 | | | | | $ | 107.74 | | | | | $ | 143.06 | | | | | $ | 196.76 | | | | | $ | 167.33 | | | | | $ | 187.82 | |

| NASDAQ Industrial | | | | | | $ | 100.00 | | | | | $ | 100.97 | | | | | $ | 136.47 | | | | | $ | 170.84 | | | | | $ | 139.66 | | | | | $ | 145.91 | |

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We conducted an evaluation of the effectiveness of [removed: the design and operation of] our [removed: disclosure] [added: “disclosure] controls and [removed: procedures (as] [added: procedures” (“Disclosure Controls”), as] defined [removed: in] [added: by] Rules 13a-15(e) and 15d-15(e) [removed: under] [added: of] the Exchange [removed: Act), or Disclosure Controls,] [added: Act] as of [added: July 31, 2024,] the end of the period covered by this Annual Report on Form 10-K.

[removed: This evaluation, or] [added: The Disclosure] Controls [removed: Evaluation,] [added: evaluation] was [removed: performed] [added: done] under the supervision and with the participation of management, including our [removed: Co-CEO] [added: CEO] and [removed: our Chief Financial Officer (“CFO”).][added: CFO.]

[removed: Our management is responsible for establishing and maintaining adequate] [added: The Company’s] internal control over financial reporting [removed: (as defined in Rules 13a-15(f) and 15d-15(f))] [added: is designed] to provide reasonable assurance regarding the reliability of [removed: our] financial reporting and the preparation of [added: the] consolidated financial statements for external [added: reporting] purposes in accordance with generally accepted accounting principles.

[removed: Management assessed] [added: Management, including] our [added: CEO and CFO, assessed the effectiveness of the Company’s] internal control over financial reporting as of July 31, [removed: 2023.][added: 2024.]

[removed: Management based its assessment on] [added: In making this assessment, management used] criteria [removed: established in Internal Control — Integrated Framework issued] [added: set forth] by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (2013 framework).][added: in Internal Control—Integrated Framework (2013).]

[removed: Our independent registered public accounting firm,] Ernst & Young LLP, [removed: independently assessed] the [removed: effectiveness of] [added: independent registered public accounting firm that audited] our [added: Consolidated Financial Statements included in this Annual Report on Form 10-K, has issued an attestation report on our] internal control over financial [removed: reporting as of July 31, 2023.][added: reporting, which is included herein.]

We have audited Copart, Inc.’s internal control over financial reporting as of July 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Copart, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of July 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2023] [added: 2024] consolidated financial statements of the Company, and our report dated September [removed: 28, 2023,] [added: 27, 2024,] expressed an unqualified opinion thereon.

There [removed: have not been any] [added: were no] changes in our internal control over financial reporting during the [removed: most recent fiscal] quarter [added: ended July 31, 2024] that [removed: have] materially [removed: affected] [added: affected,] or are reasonably [removed: likely] [added: like] to materially [removed: affect] [added: affect,] our internal control over financial reporting.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon this evaluations, our CEO and CFO have concluded that, our Disclosure Controls were effective at the reasonable assurance level as of July 31, 2024.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate over time.

Based on its assessment and those criteria, management has concluded that the Company maintained effective internal control over financial reporting as of July 31, 2024.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

September 27, 2024

Disclosure Controls are controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure Controls include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our Co-CEO and CFO, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Our Disclosure Controls include some, but not all, components of our internal control over financial reporting.

Based upon the Controls Evaluation, our Co-CEO and CFO have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is accumulated and communicated to management, including the Co-CEO and CFO, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified by the SEC.

Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

We have investments in unconsolidated affiliates.

Since we do not control or manage those affiliates, our controls and procedures with respect to those affiliates are substantially more limited than those we maintain with respect to our consolidated subsidiaries.

Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with generally accepted accounting principles.

The certifications of our principal executive officer and principal financial officer attached as Exhibits 31.1, 31.2 and 31.3 to this Annual Report on Form 10-K include, in paragraph 4 of such certifications, information concerning our disclosure controls and procedures and internal controls over financial reporting.

We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors.

Ernst & Young LLP has issued an attestation report which appears on the following page of this Annual Report on Form 10-K.

September 28, 2023

Limitations on the Effectiveness of Controls

Our management, including our Co-CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Copart have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

[removed: Without limiting the generality of the foregoing, during] [added: During] the three months ended July 31, [removed: 2023,] [added: 2024,] no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement,” or any “non-Rule [removed: 10b-5] [added: 10b5-1] trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

Certain information required by Part III is omitted from this Annual Report on Form 10-K because we intend to file a definitive proxy statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders (the Proxy Statement) not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and certain information to be included therein is incorporated herein by reference.

Not applicable.

None.

Information required by this item is incorporated by reference to the proposal captioned “Election of Directors,” and the sections titled “Corporate Governance and Board of Directors” and “Related Person Transactions [removed: and Section 16(a) Beneficial Ownership Compliance”] in our Proxy Statement.

There [removed: were] [added: are] no [added: other] delinquent Section 16(a) Reports during fiscal [removed: 2023.][added: 2024.]

During fiscal year 2024 we had a delinquent Section 16(a) Report due to an administrative oversight related to certain gift transfers by Mr. Adair on January 3, 2024, which were reported on April 1, 2024.

Insider Trading Arrangements and Policies

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

A copy of the Company’s insider trading policy has been filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The information required by this item is incorporated herein by reference from the Proxy Statement [removed: (to be filed with the Securities and Exchange Commission within 120 days of our July 31, 2023 fiscal year end)] under the [removed: heading] [added: headings] “Executive [removed: Compensation,”] [added: Compensation Tables,”] “Compensation of [removed: Directors,”] [added: Directors] and [added: Chairman of the Board,” and] “Corporate Governance and Board of Directors.”

The information required by this item is incorporated herein by reference from the Proxy Statement [removed: (to be filed with the Securities and Exchange Commission within 120 days of our July 31, 2023 fiscal year end)] under the headings “Security Ownership” and “Executive [removed: Compensation,”] [added: Compensation Tables,”] subheading “Equity Compensation Plan Information.”

The information required by this item is incorporated herein by reference from the Proxy Statement [removed: (to be filed with the Securities and Exchange Commission within 120 days of our July 31, 2023 fiscal year end)] under the [removed: heading] [added: headings] “Related Person [removed: Transactions and Section 16(a) Beneficial Ownership Compliance,”] [added: Transactions,”] “Corporate Governance and Board of Directors,” and under the proposal captioned “Election of Directors.”

The information required by this item is incorporated herein by reference from the proposal captioned “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy [removed: Statement (to be filed with the Securities and Exchange Commission within 120 days of our July 31, 2023 fiscal year end).][added: Statement.]

Our consolidated financial statements at July 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and for each of the three years in the period ended July 31, [removed: 2023] [added: 2024] and the notes thereto, together with the report of the independent registered public accounting firm on those consolidated financial statements are hereby filed as part of this [removed: annual report] [added: Annual Report] on Form 10-K.

Exhibits required to be filed by this Item 15 are set forth in the Exhibit Index accompanying this Annual Report on Form 10-K.

Exhibits are filed as part of this Report and are hereby incorporated by reference.

Refer to [Exhibit Index](#ib7e7440f02e4426d8e51e9fe6f9a4cef_148) included herein.

| 3.2 | | | | | | [Amended and Restated Bylaws of Copart, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/900075/000090007522000017/restatedbylaws33022.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/0000900075/000119312524065335/d760136dex31.htm)] | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 3.1 | | | | | | March [removed: 31, 2022] [added: 12, 2024] | | |

| 4.1 | | | | | | [Description of Capital [removed: Stock](http://www.sec.gov/Archives/edgar/data/900075/000090007519000022/cprt07312019-ex41.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/900075/000090007519000022/cprt07312019-ex41.htm)] | | | | | | Annual Report on Form 10-K (File No. 000-23255), Exhibit No. 4.1 | | | | | | September 30, 2019 | | |

| 10.1 | | | * | | | [Copart Inc. 2007 Equity Incentive Plan, as Amended and Restated (2007 [removed: EIP)](http://www.sec.gov/Archives/edgar/data/900075/000090007516000136/cprtamendedandrestated2007.htm)] [added: EIP)](https://www.sec.gov/Archives/edgar/data/900075/000090007516000136/cprtamendedandrestated2007.htm)] | | | | | | Current Report on Form 8-K, (File No. 000-23255), Exhibit No. 1 | | | | | | December 22, 2016 | | |

| 10.2 | | | * | | | [Form of Performance Share Award Agreement for use with 2007 [removed: EIP](http://www.sec.gov/Archives/edgar/data/900075/000110465907088501/a07-31307_1ex10d1.htm)] [added: EIP](https://www.sec.gov/Archives/edgar/data/900075/000110465907088501/a07-31307_1ex10d1.htm)] | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 | | | | | | December 12, 2007 | | |

| 10.3 | | | * | | | [Form of Restricted Stock Unit Award Agreement for use with 2007 [removed: EIP](http://www.sec.gov/Archives/edgar/data/900075/000110465907088501/a07-31307_1ex10d3.htm)] [added: EIP](https://www.sec.gov/Archives/edgar/data/900075/000110465907088501/a07-31307_1ex10d3.htm)] | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.3 | | | | | | December 12, 2007 | | |

| 10.4 | | | * | | | [Form of Stock Option Award Agreement for use with 2007 [removed: EIP](http://www.sec.gov/Archives/edgar/data/900075/000110465907088501/a07-31307_1ex10d5.htm)] [added: EIP](https://www.sec.gov/Archives/edgar/data/900075/000110465907088501/a07-31307_1ex10d5.htm)] | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.5 | | | | | | December 12, 2007 | | |

| 10.5 | | | * | | | [Form of Restricted Stock Award Agreement for use with 2007 [removed: EIP](http://www.sec.gov/Archives/edgar/data/900075/000110465907088501/a07-31307_1ex10d4.htm)] [added: EIP](https://www.sec.gov/Archives/edgar/data/900075/000110465907088501/a07-31307_1ex10d4.htm)] | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.4 | | | | | | December 12, 2007 | | |

| 10.6 | | | * | | | [Copart, Inc. Executive Bonus [removed: Plan](http://www.sec.gov/Archives/edgar/data/900075/000162828021004639/exhibit101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/900075/000162828021004639/exhibit101.htm)] | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 | | | | | | March 5, 2021 | | |

| 10.8 | | | * | | | [Copart, Inc. 2014 Employee Stock Purchase [removed: Plan](http://www.sec.gov/Archives/edgar/data/900075/000114544314001453/d31889_ex10-1.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/900075/000114544314001453/d31889_ex10-1.htm)] | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 | | | | | | December 5, 2014 | | |

| 10.9 | | | * | | | [Executive Officer Employment Agreement, effective January 4, 2016, between the Registrant and Jeffrey [removed: Liaw.](http://www.sec.gov/Archives/edgar/data/900075/000162828015008945/cprt10312015-ex1026executi.htm)] [added: Liaw.](https://www.sec.gov/Archives/edgar/data/900075/000162828015008945/cprt10312015-ex1026executi.htm)] | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.26 | | | | | | November 23, 2015 | | |

| 10.12 | | | * | | | [Outside Director Compensation [removed: Program](https://www.sec.gov/Archives/edgar/data/900075/000090007523000034/cprt07312023-ex1012.htm)] [added: Program](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex1012.htm)] | | | | | | — | | | | | | Filed herewith | | |

| 19.1 | | | | | | [Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/900075/000090007523000034/cprt07312023-ex191.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex191.htm)] | | | | | | — | | | | | | Filed herewith | | |

| 21.1 | | | | | | [List of subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/900075/000090007523000034/cprt07312023-ex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex211.htm)] | | | | | | — | | | | | | Filed herewith | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/900075/000090007523000034/cprt07312023-ex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex231.htm)] | | | | | | — | | | | | | Filed herewith | | |

| 31.1 | | | | | | [Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007523000034/cprt07312023-ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex311.htm)] | | | | | | — | | | | | | Filed herewith | | |

| 31.2 | | | | | | [Certification of [removed: Principal Executive] [added: Chief Financial] Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007523000034/cprt07312023-ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex312.htm)] | | | | | | — | | | | | | Filed herewith | | |

| [removed: 31.3] [added: 32.2] | | | [added: (1)] | | | [Certification of [removed: Principal] [added: Chief] Financial Officer pursuant to Section [removed: 302] [added: 906] of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007523000034/cprt07312023-ex313.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex322.htm)] | | | | | | — | | | | | | Filed herewith | | |

| 32.1 | | | (1) | | | [Certification of [removed: Co-Chief] [added: Chief] Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007523000034/cprt07312023-ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex321.htm)] | | | | | | — | | | | | | Filed herewith | | |

| 97.1 | | | | | | [Compensation Recovery [removed: Policy](https://www.sec.gov/Archives/edgar/data/900075/000090007523000034/cprt07312023-ex971.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex971.htm)] | | | | | | — | | | | | | Filed herewith | | |

| | | | | | | | | | [removed: A. Jayson Adair Co-Chief] [added: Jeffrey Liaw Chief] Executive Officer (Principal Executive [removed: Officer), Director] [added: Officer)] | | |

Date: September [removed: 28, 2023][added: 27, 2024]

| [removed: | | |] [added: /s/ JEFFREY LIAW] | | | | | | [removed: Jeffrey Liaw Co-Chief] [added: Chief] Executive Officer (Principal Executive Officer) | | | [added: | | | September 27, 2024 | | |]

[removed: Jayson Adair,] [added: KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes] and [added: appoints] Jeffrey Liaw and Leah Stearns, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

| /s/ LEAH STEARNS | | | | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | September [removed: 28, 2023] [added: 27, 2024] | | |

| /s/ WILLIS J. JOHNSON | | | | | | Chairman of the Board | | | | | | September [removed: 28, 2023] [added: 27, 2024] | | |

| /s/ MATT BLUNT | | | | | | Director | | | | | | September [removed: 28, 2023] [added: 27, 2024] | | |

| /s/ STEVEN D. COHAN | | | | | | Director | | | | | | September [removed: 28, 2023] [added: 27, 2024] | | |

| /s/ DANIEL ENGLANDER | | | | | | Director | | | | | | September [removed: 28, 2023] [added: 27, 2024] | | |

| /s/ STEPHEN FISHER | | | | | | Director | | | | | | September [removed: 28, 2023] [added: 27, 2024] | | |

| /s/ CHERYLYN HARLEY LEBON | | | | | | Director | | | | | | September [removed: 28, 2023] [added: 27, 2024] | | |

| /s/ JAMES E. MEEKS | | | | | | Director | | | | | | September [removed: 28, 2023] [added: 27, 2024] | | |

| /s/ DIANE M. MOREFIELD | | | | | | Director | | | | | | September [removed: 28, 2023] [added: 27, 2024] | | |

| /s/ CARL SPARKS | | | | | | Director | | | | | | September [removed: 28, 2023] [added: 27, 2024] | | |

| /s/ THOMAS N. TRYFOROS | | | | | | Director | | | | | | September [removed: 28, 2023] [added: 27, 2024] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#ib7e7440f02e4426d8e51e9fe6f9a4cef_160) 42[)](#ib7e7440f02e4426d8e51e9fe6f9a4cef_160)] [added: ID:](#ie21b0c0f1fe742abba5a3925b296a3d2_163) 42)] | | | | | | [removed: [55](#ib7e7440f02e4426d8e51e9fe6f9a4cef_160)] [added: [55](#ie21b0c0f1fe742abba5a3925b296a3d2_163)] | | |

| [Consolidated Balance Sheets as of July 31, [removed: 2023] [added: 2024] and [removed: 2022](#ib7e7440f02e4426d8e51e9fe6f9a4cef_163)] [added: 2023](#ie21b0c0f1fe742abba5a3925b296a3d2_166)] | | | | | | [removed: [56](#ib7e7440f02e4426d8e51e9fe6f9a4cef_163)] [added: [56](#ie21b0c0f1fe742abba5a3925b296a3d2_166)] | | |

| [Consolidated Statements of Income for the years ended July 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ib7e7440f02e4426d8e51e9fe6f9a4cef_169)] [added: 2022](#ie21b0c0f1fe742abba5a3925b296a3d2_172)] | | | | | | [removed: [57](#ib7e7440f02e4426d8e51e9fe6f9a4cef_169)] [added: [57](#ie21b0c0f1fe742abba5a3925b296a3d2_172)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended July 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ib7e7440f02e4426d8e51e9fe6f9a4cef_172)] [added: 2022](#ie21b0c0f1fe742abba5a3925b296a3d2_175)] | | | | | | [removed: [58](#ib7e7440f02e4426d8e51e9fe6f9a4cef_172)] [added: [58](#ie21b0c0f1fe742abba5a3925b296a3d2_175)] | | |

| [Consolidated Statements of [added: Changes in Redeemable Noncontrolling Interest and] Stockholders' Equity for the years ended July 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ib7e7440f02e4426d8e51e9fe6f9a4cef_175)] [added: 2022](#ie21b0c0f1fe742abba5a3925b296a3d2_178)] | | | | | | [removed: [59](#ib7e7440f02e4426d8e51e9fe6f9a4cef_175)] [added: [59](#ie21b0c0f1fe742abba5a3925b296a3d2_178)] | | |

| [Consolidated Statements of Cash Flows for the years ended July 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ib7e7440f02e4426d8e51e9fe6f9a4cef_178)] [added: 2022](#ie21b0c0f1fe742abba5a3925b296a3d2_181)] | | | | | | [removed: [60](#ib7e7440f02e4426d8e51e9fe6f9a4cef_178)] [added: [60](#ie21b0c0f1fe742abba5a3925b296a3d2_181)] | | |

| 10.13 | | | | | | [Corporate Aircraft Personal Use Policy](https://www.sec.gov/Archives/edgar/data/0000900075/000119312524065335/d760136dex101.htm) | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit 10.1 | | | | | | March 12, 2024 | | |

Date: September 27, 2024

| /s/ A. JAYSON ADAIR | | | | | | Executive Chairman | | | | | | September 27, 2024 | | |

September 27, 2024

| Goodwill | | | | | | 513,909 | | | | | | 394,289 | | |

| Redeemable non-controlling interest | | | | | | 24,544 | | | | | | — | | |

| Less: Net income (loss) attributable to redeemable noncontrolling interest | | | | | | (673) | | | | | | — | | | | | | — | | |

| Net income attributable to Copart, Inc. | | | | | | $ | 1,363,020 | | | | | $ | 1,237,741 | | | | | $ | 1,090,130 | |

| Net income | | | | | | $ | 1,362,347 | | | | | $ | 1,237,741 | | | | | $ | 1,090,130 | |

| Less: Comprehensive income/(loss) attributable to redeemable noncontrolling interest | | | | | | $ | (673) | | | | | $ | — | | | | | $ | — | |

| Comprehensive income attributable to Copart, Inc. | | | | | | $ | 1,361,054 | | | | | $ | 1,266,100 | | | | | $ | 1,021,625 | |

CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,363,020 | | | | | | | | | | | | 1,363,020 | | | (673) | | |

| Acquisition of controlling interest | | | | | | 2,499,993 | | | | | | — | | | | | | 112,075 | | | | | | — | | | | | | — | | | | | | | | | | | | 112,075 | | | 25,217 | | |

| Exercise of stock options, net of repurchased shares | | | | | | 2,560,852 | | | | | | — | | | | | | 24,260 | | | | | | — | | | | | | (6,558) | | | | | | | | | | | | 17,702 | | | — | | |

| Employee stock-based compensation | | | | | | 246,962 | | | | | | — | | | | | | 33,334 | | | | | | — | | | | | | — | | | | | | | | | | | | 33,334 | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balances at July 31, 2024 | | | | | | 962,967,011 | | | | | | $ | 96 | | | | | $ | 1,120,985 | | | | | $ | (142,972) | | | | | $ | 6,545,902 | | | | | | | | | | | $ | 7,524,011 | | $ | 24,544 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 1,362,347 | | | | | $ | 1,237,741 | | | | | $ | 1,090,130 | |

| Gain on extinguishment of liabilities | | | | | | (4,058) | | | | | | — | | | | | | — | | |

JULY 31, 2024

| Balance as of July 31, 2024 | | | | | | $ | 49,238 | |

Redeemable Noncontrolling Interest

Redeemable noncontrolling interests represent a 20% noncontrolling ownership in Purple Wave, a consolidated subsidiary of the Company.

Redeemable noncontrolling interests are presented outside of permanent equity on the consolidated balance sheets as they are redeemable by the holders of the noncontrolling interest and the redemption is outside the control of the Company.

The redeemable noncontrolling interests were initially recorded at their issuance date fair value of $25.2 million.

We record the carrying amount of the redeemable noncontrolling interests at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensive income or loss, and dividends or (ii) the redemption value.

For interests that are redeemable in the future, we recognize changes in the redemption value immediately as they occur.

| (In thousands) | | | July 31, 2024 | | | | | | | | | | | | | | |

| Investment in held to maturity securities | | | $ | 1,908,047 | | | | | $ | 18,298 | | | | | $ | 1,926,345 | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Amortized Cost | | | | | | Gross Unrealized Gains | | | | | | Fair Value | | |

Recently Issued Accounting Pronouncements

*Pending*

| | | | | | | | | | | | | | | | | | | | | |

| 32.2 | | | (1) | | | [Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007523000034/cprt07312023-ex322.htm) | | | | | | — | | | | | | Filed herewith | | |

| 32.3 | | | (1) | | | [Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007523000034/cprt07312023-ex323.htm) | | | | | | — | | | | | | Filed herewith | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Registrant | | | | | | | | |

| | | | COPART, INC. | | | | | | | | |

| | | | By: | | | | | | /s/ A. JAYSON ADAIR | | |

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints A.

| | | | | | | | | | | | | | | |

| /s/ A. JAYSON ADAIR | | | | | | Co-Chief Executive Officer (Principal Executive Officer), Director | | | | | | September 28, 2023 | | |

| /s/ JEFFREY LIAW | | | | | | Co-Chief Executive Officer (Principal Executive Officer) | | | | | | September 28, 2023 | | |

September 28, 2023

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances at July 31, 2020 | | | | | | 941,261,348 | | | | | | $ | 96 | | | | | $ | 672,655 | | | | | $ | (121,088) | | | | | $ | 1,937,853 | | | | | | | | | | | $ | 2,489,516 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 936,495 | | | | | | | | | | | | 936,495 | | |

| Exercise of stock options, net of repurchased shares | | | | | | 6,229,752 | | | | | | — | | | | | | 39,049 | | | | | | — | | | | | | (6,145) | | | | | | | | | | | | 32,904 | | |

Copart, Inc. was incorporated under the laws of the State of California in 1982.

In January 2012, the Company changed the state in which it is incorporated (the “Reincorporation”) and is now incorporated under the laws of the State of Delaware.

All references to “we,” “us,” “our,” or “the Company” herein refer to the California corporation prior to the date of the Reincorporation, and to the Delaware corporation on and after the date of the Reincorporation.

registration fees.

| Balance as of July 31, 2021 | | | | | | $ | 7,485 | |

The Company has not experienced significant credit-related losses.

| | | | | | | 710,678 | | | | | | 585,150 | | |

As advance charges are recovered within one year, the Company has not adjusted the amount of consideration received from the customer for a significant financing component.

| | | | | | | 3,822,563 | | | | | | 3,328,126 | | |

| Operating leases | | | | | | 8.74 | | | | | | 3.15 | | % |

| Finance leases | | | | | | 0.62 | | | | | | 2.82 | | % |

| 2024 | | | | | | $ | 13 | | | | | $ | 24,034 | |

| 2025 | | | | | | — | | | | | | 20,746 | | |

| 2026 | | | | | | — | | | | | | 16,795 | | |

| 2027 | | | | | | — | | | | | | 12,488 | | |

| 2028 | | | | | | — | | | | | | 10,668 | | |

| Thereafter | | | | | | — | | | | | | 42,305 | | |

| 2024 | | | | | | $ | 5,681 | |

| 2025 | | | | | | 5,490 | | |

| 2026 | | | | | | 5,194 | | |

| 2027 | | | | | | 5,209 | | |