Copart (CPRT) 10-K risk factor changes: FY2025 vs FY2024

Although no single customer accounted for more than 10% of our consolidated revenues for fiscal [added: 2025,] 2024, [removed: 2023,] or [removed: 2022,] [added: 2023,] a limited number of vehicle sellers historically have collectively accounted for a substantial portion of our revenues.

[removed: businesses] [added: Any failure to successfully integrate 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.

[removed: We have and may continue to] incur substantial expenses establishing new [removed: yards] [added: facilities] and operations, acquiring buyers and sellers, and implementing shared services capabilities in international markets.

Among other things, we plan to ultimately deploy our proprietary auction technologies at all of our foreign [removed: operations] [added: operations,] and we cannot predict whether this deployment will be successful or will result in increases in the revenues or operating efficiencies of any acquired companies relative to their historic operating performance.

- the need to comply with complex foreign and U.S. laws and regulations that apply to our international [removed: operations;][added: operations, including changes in laws that may have an adverse effect on our ability to operate our preferred business model in foreign jurisdictions;]

For example, we implemented our online system across all of our U.S., Canada, and the U.K. salvage [removed: yards] [added: facilities] between fiscal 2004 and fiscal 2008 and experienced increases in revenues and average selling prices, as well as improved operating efficiencies in those markets.

For example, following adverse weather conditions in a particular area, our [removed: yards] [added: facilities] in that area may fill and limit our ability to accept additional salvage vehicles while we process existing inventories.

For example, [removed: Hurricane Ida] [added: Hurricanes Helene and Milton] had, in certain quarters, an adverse effect on our operating results, in part because of [removed: yard] [added: facility] capacity constraints in the impacted areas of the U.S. We regularly evaluate our capacity in all our markets and where appropriate, seek to increase capacity through the acquisition of additional land and [removed: yards.][added: facilities.]

Failure to have sufficient capacity at one or more of our [removed: yards] [added: facilities] could adversely affect our relationships with insurance companies or other sellers of vehicles, which could have an adverse effect on our consolidated results of operations and financial position.

[removed: 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. 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. [added: In fiscal 2025, we opened one new operational facility in the U.K., two new operational facilities in Spain, and three new operational facilities in the U.S.] As for strategic acquisitions of complementary businesses, we acquired National Powersport Auctions in fiscal 2017, we acquired Hills Motors in fiscal 2022, a used, or “green” parts recycler in the U.K. that has four operating facilities and in fiscal 2024, we acquired Purple Wave, Inc. an online offsite heavy equipment auction company.

Acquisitions are difficult to identify and complete for a number of reasons, including competition among prospective buyers, the availability of affordable financing in the capital [removed: markets] [added: markets, if necessary,] and the need to satisfy applicable closing conditions and obtain antitrust and other regulatory approvals on acceptable terms.

- maintain the historical revenue and earnings growth rates we have been able to obtain through facility openings and strategic [removed: acquisitions;][added: acquisitions related to market share expansion in our core salvage vehicle remarketing business;]

- create new vehicle storage facilities that meet our current revenue and profitability requirements; [removed: or]

- obtain necessary regulatory approvals under applicable antitrust and competition [removed: laws.][added: laws; or]

In addition to using independent subhaulers, in the U.S., the [removed: U.K.] [added: U.K.,] and [removed: Germany] [added: Germany,] we utilize a fleet of company trucks to pick up and deliver vehicles to and from our storage facilities in those geographies.

These programs could also create additional [removed: risks] [added: risks,] including heightened regulation and litigation risk related to vehicle sales to the general public, and heightened branding, reputational, and intellectual property risk associated with allowing Copart registered members to establish Copart-branded storefronts in foreign jurisdictions.

For example, during fiscal [removed: 2023,] [added: 2025,] we recognized substantial additional costs associated with [removed: Hurricane Ian.][added: Hurricanes Helene and Milton.]

Weather events have had, in certain quarters, an adverse effect on our operating results, in part because of [removed: yard] [added: facility] capacity constraints in the impacted areas of the U.S.

The vehicle sales industry is highly [removed: competitive] [added: competitive,] and we may not be able to compete successfully.

In some cases, the enforcement practices of governmental regulators in certain foreign areas and the procedural and substantive rights and remedies available to us may vary significantly from those in the [removed: United States,] [added: U.S.,] which could have an adverse effect on our business.

Although we face risks associated with international expansion in each of the non-U.S. markets where we operate, [removed: our current focus on the German market heightens] [added: recent regulatory proposals in Brazil heighten] the risks we face relating to our [removed: expansion plans in Germany.][added: Brazil operations.]

In many countries outside of the [removed: United States,] [added: U.S.,] 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 Act, the U.K. Bribery Act, Brazil Clean Companies Act, India’s Prevention of Corruption Act, 1988 or similar local anti-bribery laws.

Many of these laws and regulations are frequently complex and subject to interpretation, and failure to comply with present or future regulations or changes in interpretations of existing laws or regulations may result in [added: government investigation or proceedings, which could lead to] impairment or suspension of our operations and the imposition of penalties and other liabilities.

As described under [removed: *Note] [added: Note] 15 — Commitments and [removed: Contingencies,*] [added: 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.

[removed: As a result, our] [added: Our] foreign buyers may be subject to a variety of foreign laws and regulations, including the imposition of import duties by foreign countries.

[removed: If such attacks are not detected immediately, their effect could be compounded.While] [added: 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.

[removed: We may be unable to anticipate these techniques or implement adequate] preventative measures and believe that cyber-attacks and threats against us have occurred in the past and are likely to continue in the future.

In the event of [removed: another] [added: another, more serious] ransomware attack, we could suffer significant financial and reputational harm, regardless of whether we choose to pay the ransom amount.

We have in the past [removed: been] [added: been,] and may in the future [removed: be] [added: be,] subject to intellectual property rights claims, which are costly to defend, could require us to pay damages, and could limit our ability to use certain technologies in the future.

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

- monetary policy and potential inflation impacts, including any adverse effects of inflation [added: and/or interest rates] on our cash reserves; and

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: 2024.][added: 2025.]

In addition, without the consent of these stockholders, we could be delayed or prevented from entering into [removed: transactions that could be beneficial to us or our other investors.]

Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies, primarily [removed: the] 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.

We have and may continue to

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

Historically, the acquisition and development of new facilities has both enabled and resulted from market share gains in our core salvage vehicle remarketing business.

- identify and complete strategic acquisitions in complementary market segments.

- manage overhead expenses and maintain operating efficiencies;

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

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

We may be unable to anticipate these techniques or implement adequate

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

transactions that could be beneficial to us or our other investors.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

Any failure to successfully integrate

- secure adequate capital;

We began using our internally developed proprietary system with our expansion into Spain in fiscal 2016 and Germany in fiscal 2017.

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 [removed: statement.][added: statements.]

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 [removed: materiality] [added: materially] from those contained in or implied by these forward-looking statements.*

For example, we mobilized our people, 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 [removed: Hurricane Ian] [added: Hurricanes Helene and Milton] in the fall of [removed: 2022.][added: 2024.]

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

We obtained 81%, [removed: 83%,] [added: 81%,] and [removed: 80%] [added: 83%] of the total number of vehicles processed during fiscal [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively, from insurance company sellers.

In the U.K., Germany, and [removed: Spain][added: Spain,]

In the [removed: U.K.] [added: U.K.,] we recognize revenue on a principal basis from selling dismantled parts through GPS.

Vehicle auction selling prices are driven primarily by: (i) market demand for rebuildable, 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; [removed: and;] [added: 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.

Over the past 30 [removed: years] [added: years,] we believe there has been an increase in overall growth in the salvage market driven by an increase in total loss frequency.

In the near term changes in used car prices and repair [removed: cost,] [added: cost] are inversely [removed: related] [added: related,] but may impact total loss frequency and thereby affect our growth rate.

The average age of cars on the road has continued to increase, growing from 11.1 years in 2012 to [removed: 12.6] [added: 12.8] years in [removed: 2024.][added: 2025.]

The factors that can influence repair costs, used car pricing, and auction returns are many and [removed: varied] [added: varied,] and we cannot predict their movements with precision.

*Operating Costs and Expenses:* [removed: Yard] [added: Facility] operations expenses consist primarily of: (i) labor (operating personnel at [removed: yards);] [added: facilities);] (ii) transportation (miles traveled and fuel rates); (iii) facilities (maintenance, property-related taxes, rent, and insurance); (iv) other (marketing and [removed: auction related] [added: auction-related] costs); and (v) costs of vehicles sold.

*Other Income and Expense:* Other income consists primarily of interest income on U.S. Treasury 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; fees and interest expense on the credit [removed: facility,] [added: facility;] and earnings from unconsolidated affiliates.

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

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

The primary factors affecting cash [removed: operating results] [added: flows from operations] 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; [removed: (xi) contract]

[added: (xi) contract] mix to the extent applicable; (xii) our capital expenditures; and (xiii) other macroeconomic factors.

We believe that these acquisitions and openings will strengthen our coverage, as we have facilities located in the [removed: U.S., Canada,] [added: United States (“U.S.”),] the [removed: U.K.,] [added: United Kingdom (“U.K.”), Germany,] Brazil, [added: Canada,] the [added: United Arab Emirates (“U.A.E.”), Spain, Finland, Oman, the] Republic of Ireland, [removed: Germany, Finland, the U.A.E., Oman, Bahrain,] and [removed: Spain] [added: Bahrain] with the intention of providing global coverage for our sellers.

The following tables set forth operational facilities that we have opened and are now operational from August 1, [removed: 2021] [added: 2022] through July 31, [removed: 2024:][added: 2025:]

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: 2024, 2023] [added: 2025, 2024] and [removed: 2022:][added: 2023:]

| (In percentages) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

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

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

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

| General and administrative | | | | | | [removed: 8] [added: 9] | | % | | | | [removed: 7] [added: 8] | | % | | | | 7 | | % |

| Total operating expenses | | | | | | [removed: 63] [added: 64] | | % | | | | [removed: 61] [added: 63] | | % | | | | 61 | | % |

| Operating income | | | | | | [removed: 37] [added: 36] | | % | | | | [removed: 39] [added: 37] | | % | | | | 39 | | % |

| Total other income | | | | | | [removed: 3] [added: 4] | | % | | | | 3 | | % | | | | [removed: (1)] [added: 3] | | % |

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

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

| Net income | | | | | | [removed: 32] [added: 33] | | % | | | | [removed: 34] [added: 32] | | % | | | | [removed: 31] [added: 34] | | % |

Comparison of Fiscal Years ended July 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

The following table presents a comparison of service revenues for fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022:][added: 2023:]

| | | | | | | | | | Year Ended July 31, | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | | | |

| (In thousands) | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | | | | | % Change | | | | | | Change | | | | | | % Change | | |

| | | | United States | | | | | | $ | [removed: 3,126,102] [added: 3,451,558] | | | | | $ | [removed: 2,841,641] [added: 3,126,102] | | | | | $ | [removed: 2,533,165] [added: 2,841,641] | | | | | $ | [removed: 284,461] [added: 325,456] | | | | | [removed: 10.0] [added: 10.4] | | % | | | | $ | [removed: 308,476] [added: 284,461] | | | | | [removed: 12.2] [added: 10.0] | | % |

| | | | International | | | | | | [removed: 434,900] [added: 517,104] | | | | | | [removed: 356,487] [added: 434,900] | | | | | | [removed: 319,875] [added: 356,487] | | | | | | [removed: 78,413] [added: 82,204] | | | | | | [removed: 22.0] [added: 18.9] | | % | | | | [removed: 36,612] [added: 78,413] | | | | | | [removed: 11.4] [added: 22.0] | | % |

| Total service revenues | | | | | | | | | $ | [removed: 3,561,002] [added: 3,968,662] | | | | | $ | [removed: 3,198,128] [added: 3,561,002] | | | | | $ | [removed: 2,853,040] [added: 3,198,128] | | | | | $ | [removed: 362,874] [added: 407,660] | | | | | [removed: 11.3] [added: 11.4] | | % | | | | $ | [removed: 345,088] [added: 362,874] | | | | | [removed: 12.1] [added: 11.3] | | % |

Service Revenues. The increase in service revenues for fiscal [removed: 2024] [added: 2025] of [removed: $362.9] [added: $407.7] million, or [removed: 11.3%] [added: 11.4%] as compared to fiscal [removed: 2023] [added: 2024] came from (i) an increase in the U.S. of [removed: $284.5] [added: $325.5] million, and (ii) an increase in International of [removed: $78.4] [added: $82.2] million.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| Napa, California | | | | | | October 2024 | | |

| Laurel, Maryland | | | | | | November 2024 | | |

| Chicago, Illinois | | | | | | May 2025 | | |

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

| St. Helens, England | | | | | | United Kingdom | | | | | | October 2024 | | |

| Castellón, Spain | | | | | | Spain | | | | | | November 2024 | | |

| Vitoria, Spain | | | | | | Spain | | | | | | December 2024 | | |

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

| Facility operations | | | | | | 42 | | % | | | | 40 | | % | | | | 39 | | % |

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

| | | | | | | | | | Year Ended July 31, | | | | | | | | | | | | | | | | | | 2025 vs. 2024 | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | |

| (In thousands) | | | | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | | | | | % Change | | | | | | Change | | | | | | % Change | | |

The increase in the U.S. compared to the same period last year related to an increase in volume and in non-CAT related subhaul, labor, and facility costs combined with one time CAT costs of $56 million associated with Hurricanes Helene and Milton.

These costs are related to subhaul, labor costs incurred from overtime, increased security costs, and increased travel and lodging.

| | | | | | | | | | Year Ended July 31, | | | | | | | | | | | | | | | | | | 2025 vs. 2024 | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | |

| (In thousands) | | | | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | | | | | % Change | | | | | | Change | | | | | | % Change | | |

The

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

| | | | | | | | | | Year Ended July 31, | | | | | | | | | | | | | | | | | | 2025 vs. 2024 | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | |

| (In thousands) | | | | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | | | | | % Change | | | | | | Change | | | | | | % Change | | |

The increase in International, primarily from increases in labor costs, and computer software offset by a decrease in legal costs.

| | | | | | | Year Ended July 31, | | | | | | | | | | | | | | | | | | 2025 vs. 2024 | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | |

| (In thousands) | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | | | | | % Change | | | | | | Change | | | | | | % Change | | |

The effective tax rate for the fiscal year ended July 31, 2025 was favorably impacted by a $55.0 million tax benefit related to the Foreign Derived Intangible Income “FDII” deduction and $36.7 million in excess tax benefits from the exercise of employee stock options and negatively impacted by $38.6 million related to state income taxes.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

| (In thousands) | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | | | | | % Change | | | | | | Change | | | | | | % Change | | |

| | | | | | | Year Ended July 31, | | | | | | | | | | | | | | | | | | 2025 vs. 2024 | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | |

| (In thousands) | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | | | | | % Change | | | | | | Change | | | | | | % Change | | |

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

For a discussion of fiscal 2024 as compared to fiscal 2023, please refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our [Form 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/900075/000090007524000024/cprt-20240731.htm) for the fiscal year ended July 31, 2024, filed with the SEC on [September 27, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/900075/000090007524000024/cprt-20240731.htm).

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

| (In thousands) | | | | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

| Mobile South, Alabama | | | | | | August 2021 | | |

| Madison, Wisconsin | | | | | | October 2021 | | |

| Augusta, Georgia | | | | | | April 2022 | | |

| Milwaukee South, Wisconsin | | | | | | May 2022 | | |

| Punta Gorda, Florida | | | | | | June 2022 | | |

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

| Barcelona, Spain | | | | | | Spain | | | | | | September 2021 | | |

| Halifax, Novia Scotia | | | | | | Canada | | | | | | April 2022 | | |

The following table sets forth the operational facilities obtained through business acquisitions from August 1, 2021 through July 31, 2024:

| Locations | | | | | | Geographic Service Area | | | | | | Date | | |

| Skelmersdale, England | | | | | | United Kingdom | | | | | | July 2022 | | |

| Dumfries, England | | | | | | United Kingdom | | | | | | July 2022 | | |

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

| Yard operations | | | | | | 40 | | % | | | | 39 | | % | | | | 37 | | % |

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 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 effective tax rate for the fiscal year ended July 31, 2024 was favorably impacted by $0.8 million of tax adjustments made in connection with finalizing our fiscal year 2023 tax return.

The effective tax rate for fiscal year ending July 31, 2023 was favorably impacted by $1.5 million of tax adjustments made in connection with finalizing our fiscal year 2022 tax return.

Stock Repurchases

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

The repurchases may be effected through solicited or unsolicited transactions in the open market or in privately negotiated transactions.

No time limit has been placed on the duration of the stock repurchase program.

Subject to applicable securities laws, such repurchases will be made at such times and in such amounts as we deem appropriate and may be discontinued at any time.

For fiscal 2024, 2023, and 2022, we did not repurchase any shares of our common stock under the program.

As of July 31, 2024, the total number of shares repurchased to date 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 2024, certain employees held stock option awards that could be exercised through a cashless exercise.

For the years ended July 31, 2024, 2023 and 2022, no employee exercised stock options through a cashless exercise.

If exercised a portion of the options exercised will be net settled in satisfaction of the exercise price and employees’ statutory withholding requirements.

Any shares withheld for taxes are treated as a repurchase of shares for accounting purposes, but do not count against our stock repurchased program.

Note Purchase Agreement

On December 3, 2014, we entered into a Note Purchase Agreement and sold to certain purchasers (collectively, the “Purchasers”) $400.0 million in aggregate principal amount of senior secured notes (the “Senior Notes”) consisting of (i) $100.0 million aggregate principal amount of 4.07% Senior Notes, Series A, due December 3, 2024; (ii) $100.0 million aggregate principal amount of 4.19% Senior Notes, Series B, due December 3, 2026; (iii) $100.0 million aggregate principal amount of 4.25% Senior Notes, Series C, due December 3, 2027; and (iv) $100.0 million aggregate principal amount of 4.35% Senior Notes, Series D, due December 3, 2029.

Interest is due and payable quarterly, in arrears, on each of the Senior Notes.

We may prepay the Senior Notes, in whole or in part, at any time, subject to certain conditions, including minimum amounts and payment of a make-whole amount equal to the discounted value of the remaining scheduled interest payments under the Senior Notes.

On May 24, 2022, we retired 100% of the Senior Notes*.* We paid $420.6 million to retire the Senior Notes which included an additional $16.8 million make-whole payment, to the holders of the Senior Notes, and $3.8 million in accrued interest.

calculation of tax provisions and the resultant tax liabilities.

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: 2024.][added: 2025.]

As of July 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] a hypothetical 10% adverse change in our interest yield would not have materially affected our operating results.

[removed: Our total] [added: There where no] borrowings under the Revolving Loan Facility under the Second Amended and Restated Credit Agreement [removed: were $0.0 million] as of July 31, [removed: 2024.][added: 2025.]

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

A hypothetical 10% adverse change in the value of the U.S. dollar relative to [removed: the] Pounds Sterling, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar would not materially affect our operating results for fiscal [removed: 2024.][added: 2025.]

At July 31, [removed: 2024,] [added: 2025,] the cumulative effect of foreign exchange rate fluctuations on our consolidated financial position was a net translation loss of [removed: $143.0] [added: $120.3] million.

A hypothetical 10% adverse change in the value of the U.S. dollar relative to [removed: the] Pounds Sterling, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

For example, we mobilized our people, 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 [removed: Hurricane Ian] [added: Hurricanes Helene and Milton] in the fall of [removed: 2022.][added: 2024.]

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

We obtained 81%, [removed: 83%,] [added: 81%,] and [removed: 80%] [added: 83%] of the total number of vehicles processed during fiscal [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively, from insurance company sellers.

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

In Germany [removed: and Spain,] we also derive revenue from listing vehicles on behalf of insurance companies and insurance experts to determine the vehicle’s residual value and/or to facilitate a sale for the insured.

For fiscal [removed: 2024,] [added: 2025,] sales of U.S. vehicles, on a unit basis, to members registered outside the state where the vehicle was located accounted for [removed: 68.4%] [added: 69.8%] of total vehicles sold; of which [removed: 30.4%] [added: 31.0%] of vehicles were sold to out of state members within the U.S. and [removed: 38.0%] [added: 38.8%] were sold to International members, based on the IP address utilized during the auction process.

For fiscal [removed: 2024,] [added: 2025,] our revenues were [removed: $4.2 billion] [added: $4.6 billion,] and our operating income was [removed: $1.6] [added: $1.7] billion.

In fiscal [removed: 2022,] [added: 2025,] we opened one new operational facility in [removed: Canada, one] [added: the U.K., two] new operational [removed: facility] [added: facilities] in Spain, and [removed: five] [added: three] new operational facilities in the U.S. [removed: We also acquired a parts recycler in the U.K. that has four operating facilities.]

Operating costs consist primarily of: (i) labor (operating personnel at [removed: yards);] [added: facilities);] (ii) transportation (miles traveled and fuel rates); (iii) facilities (maintenance, property-related taxes, rent, and insurance); (iv) other (marketing and [removed: auction related] [added: auction-related] costs); and (v) costs of vehicles sold.

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

Vehicle rebuilders and vehicle repair licensees generally purchase [removed: salvage vehicles to repair and resell.]

Generally, upon receipt of the pickup [removed: order,] [added: order] or the assignment, we arrange for the transportation of a vehicle to our nearest facility.

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, thereby permitting members at any location worldwide to participate in the sales at our [removed: yards.][added: facilities.]

- expedited process to assess total loss through our Total Loss Express 360 and [removed: Rapid Total Loss AI] [added: Co.ai] tools;

We have a proven track record of successfully acquiring and integrating [removed: facilities.][added: facilities and companies.]

For the year ended July 31, [removed: 2024,] [added: 2025,] we generated [removed: 81.8%] [added: 83.0%] of our revenue in our U.S. segment and [removed: 18.2%] [added: 17.0%] in our international segment.

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: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] are presented in the tables in [removed: Note] [added: *Note*] *14 — Segments and Other Geographic Reporting*, to the Notes to Consolidated Financial Statements, which are included elsewhere in this Form 10-K.

We offer [removed: Copart ProQuote,] [added: Co.ai,] a proprietary [removed: service] [added: suite of total loss determination and valuation tools] that [removed: assists] [added: leverage machine learning and computer vision to assist] sellers in the vehicle claims evaluation process by providing online salvage value estimates, which helps sellers determine whether to repair a vehicle or deem it a total loss.

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

We offer some of our major insurance company sellers office and [removed: yard] [added: facility] space to house vehicle inspection stations on-site at our facilities.

Because our revenues under PIP are directly linked to the vehicle’s sale [removed: price, we have an incentive to actively merchandise those vehicles to maximize the net return.]

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

We have a dedicated team of employees that support the processing [removed: and remarketing] of BluCar [removed: vehicles.][added: vehicles which includes market specific services such as asset recovery, comprehensive condition reports and arbitration.]

We now offer three tiers of membership [removed: in the U.S. -] Guest, Basic, and [removed: Premier -] [added: Premier, except] for [removed: those registering to buy vehicles through Copart.com.][added: Copart U.K. where we offer only Guest, and Basic.]

No single customer accounted for more than 10% of our consolidated revenues for fiscal [added: 2025,] 2024, [removed: 2023,] or [removed: 2022] [added: 2023] and our business does not depend on any particular customer to remain profitable.

We typically contract with the national, regional or branch office of an insurance [removed: company or] [added: company, fleet, financial institutions, and rental car companies and] other vehicle sellers.

The agreements are customized to each vehicle seller’s needs and often provide for the disposition of different types of [removed: salvage] vehicles by differing methods.

Our arrangements generally provide that we will sell [removed: total loss and recovered stolen] vehicles generated by the vehicle seller in a designated geographic area.

[added: The largest national or regional vehicle auctioneers in the U.S. include RB Global] (including its subsidiary Insurance Auto Auctions, [removed: Inc.);] [added: Inc.),] Carvana, Openlane, Manheim, Inc. and ACV Auctions Inc. The largest national dismantler in the U.S. is LKQ Corporation (“LKQ”).

As of July 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 11,700] [added: 11,600] full and part-time employees, of which approximately [removed: 65%] [added: 64%] were located in the U.S. and [removed: 35%] [added: 36%] were located within our International segment.

Of the approximately [removed: 7,600] [added: 7,400] full and part-time employees based in the U.S, approximately [removed: 53%] [added: 54%] of them identify as male, [removed: 46%] [added: 45%] as female, and 1% are undisclosed.

As of July 31, [removed: 2024,] [added: 2025,] our U.S. workforce consisted of approximately [removed: 45%] [added: 48%] individuals identifying as White, [removed: 22%] [added: 3%] as Hispanic or Latino, [removed: 15%] [added: 14%] as Black or African American, 6% as Asian, 3% as two or more races and [removed: 9%] [added: 26%] as other or as not disclosed.

Additionally, of the approximately [removed: 878] [added: 1,700] employees serving in the U.S. in management roles and above, up to and including executives, [removed: 54%] [added: 61%] identify as male and [removed: 46%] [added: 39%] identify as female.

Of the approximately [removed: 4,100] [added: 4,200] employees based within the International segment, approximately 65% of them identify as male and 35% as female.

As of July 31, [removed: 2024,] [added: 2025,] our International workforce consisted of approximately [removed: 49%] [added: 45%] individuals identifying as White, [removed: 37%] [added: 40%] as Asian, [removed: 2%] [added: 5%] as Black or African, 3% as Hispanic or Latino, [removed: 3%] [added: 0%] as two or more races, [removed: 6%] [added: 7%] as other or as not disclosed.

Additionally, of the approximately [removed: 508] [added: 500] employees serving Internationally in management roles and above, up to and including executives, [removed: 69%] [added: 70%] identify as male and [removed: 31%] [added: 30%] identify as female.

We understand that our people are our most valuable asset, and our People and Culture team is committed to providing comprehensive support across various aspects of the employee [removed: lifecycle.][added: employment.]

This department designs and delivers comprehensive [added: training from compliance to leadership development.]

[removed: At various] times, we may be involved in disputes with governmental officials regarding the development and/or operation of our business facilities.

During the winter [removed: months] [added: months,] we tend to have higher demand for our services because there are more weather-related accidents.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

salvage vehicles to repair and resell.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

In Germany, we also derive revenue from listing vehicles on behalf of insurance companies and insurance experts to determine the vehicle’s residual value and/or to facilitate a sale for the insured.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

Copart Access, our proprietary internet-based service for vehicle sellers, provides a comprehensive suite of tools designed to maximize efficiency and transparency throughout the sales process.

This platform empowers sellers to seamlessly manage their inventory by assigning vehicles for sale, monitoring sales calendars, and accessing detailed vehicle information, including high-resolution images and historical data.

Furthermore, Copart Access streamlines critical administrative functions such as viewing and reprinting body shop invoices and towing receipts, proactively managing the title procurement process, and optimizing total loss determination and management and the handling of unrelated/undisclosed damage.

The platform also provides sellers with valuable insights into the historical performance of vehicles sold through our auctions, enabling data-driven decision-making and improved returns.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

price, we have an incentive to actively merchandise those vehicles to maximize the net return.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

We obtained 81%, 81%, and 83% of the total number of vehicles processed during fiscal 2025, 2024, and 2023, respectively, from insurance company sellers.

Our primary management information system runs on a platform called G2, an integrated mesh of proprietary, distributed systems that is based on services architecture and open standards.

A portion of the functionality still resides in the legacy system called CAS.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

Employees from various facilities, support centers and offices around the world access the G2 platform to perform various activities like take pictures, receive vehicles, inventory vehicles, process titles, accept payments, etc. Members access the G2 Platform to search for, view, bid and pay for the vehicles.

Sellers integrate their systems with Copart’s G2 Platform via B2B Application Programming Interface “APIs”.

They also access G2 to assign vehicles, monitor the progression of a vehicle through the lot processing lifecycle, approve charges or bids and make and receive payments.

We have invested in multiple co-located data centers around the world and multiple cloud platforms to create a hybrid infrastructure that provides redundancy and is designed to run continuously, even in the event of an emergency.

All our facilities, offices and employees connect to our servers through the internet using publicly available multiple networks, designed to provide redundancy.

Our executive leadership team today reflects our commitment to inclusion.

Among our three named executive officers (NEOs), our chief executive officer is ethnically diverse, and our chief financial officer is a woman.

Within our broader executive management team, comprised of 11 executives with “chief” designations, two c-level executives are women and 5 are ethnically diverse.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

At various

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

Through Copart Access, our internet-based service for vehicle sellers, we enable sellers to assign vehicles for sale, check sales calendars, view vehicle images and history, view and reprint body shop invoices and towing receipts, and view the historical performance of the vehicles sold at our sales.

The largest national or regional vehicle auctioneers in the U.S. include Ritchie Bros.

Our primary yard management information system consists of a series of IBM AS/400 mainframe computer systems and other servers which run our proprietary software developed to process salvage sales vehicles throughout the auction process.

This system is integrated with the internet to enable buyers to view salvage vehicles and bid on them.

It can also be integrated with the seller’s system and enables the sellers to monitor their vehicles and analyze the progression of vehicles through the auction process.

Our VB3 auction platform is served by an array of identical high-density, high-performance servers.

Each individual sale is configured to run on an available server in the array and can be rapidly provisioned to any other available server in the array as required.

We have invested in production data centers that are designed to continuously operate to support the business, even in the event of an emergency.

The data centers’ electrical and mechanical systems are continually monitored.

The data centers are located in areas generally considered to be free of frequent weather-related disasters and earthquakes.

We operate fully redundant infrastructure to ensure ongoing operations, even in the event of physical damage to one of our data centers.

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

We began using our internally developed proprietary system with our expansion into Spain in fiscal 2016 and Germany in fiscal 2017.

training from compliance to leadership development.

For a discussion of Legal Proceedings that affect us, refer to the Notes to Consolidated Financial Statements, *[Note 15 — Commitments and [removed: Contingencies](#ie21b0c0f1fe742abba5a3925b296a3d2_235)*] [added: Contingencies](#i64f33f9a3e2c4468abdcd20cc8fb8966_238)*] included in elsewhere in this report.

For the fiscal year ended July 31, [removed: 2024][added: 2025]

The aggregate market value of the voting and non-voting Common Stock held by non-affiliates of the registrant as of January 31, [removed: 2024] [added: 2025] (the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $41,839,136,068] [added: $51,160,400,303] based upon the closing sales price reported for such date on the NASDAQ Global Select Market.

As of September [removed: 26, 2024, 963,287,376] [added: 25, 2025, 967,731,528] shares of the registrant’s common stock were outstanding.

Portions of our definitive Proxy Statement for the [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] have been incorporated by reference in Part III hereof.

For the Fiscal Year Ended July 31, [removed: 2024 TABLE OF CONTENTS][added: 2025]

| Item 1 | | | | | | [removed: [Business](#ie21b0c0f1fe742abba5a3925b296a3d2_19)] [added: [Business](#i64f33f9a3e2c4468abdcd20cc8fb8966_19)] | | | [removed: [1](#ie21b0c0f1fe742abba5a3925b296a3d2_19)] [added: [1](#i64f33f9a3e2c4468abdcd20cc8fb8966_19)] | | |

| | | | | | | [Industry [removed: Overview](#ie21b0c0f1fe742abba5a3925b296a3d2_22)] [added: Overview](#i64f33f9a3e2c4468abdcd20cc8fb8966_22)] | | | [removed: [3](#ie21b0c0f1fe742abba5a3925b296a3d2_22)] [added: [3](#i64f33f9a3e2c4468abdcd20cc8fb8966_22)] | | |

| | | | | | | [Operating and Growth [removed: Strategy](#ie21b0c0f1fe742abba5a3925b296a3d2_25)] [added: Strategy](#i64f33f9a3e2c4468abdcd20cc8fb8966_25)] | | | [removed: [5](#ie21b0c0f1fe742abba5a3925b296a3d2_25)] [added: [5](#i64f33f9a3e2c4468abdcd20cc8fb8966_25)] | | |

| | | | | | | [Our Competitive [removed: Advantages](#ie21b0c0f1fe742abba5a3925b296a3d2_28)] [added: Advantages](#i64f33f9a3e2c4468abdcd20cc8fb8966_28)] | | | [removed: [5](#ie21b0c0f1fe742abba5a3925b296a3d2_28)] [added: [5](#i64f33f9a3e2c4468abdcd20cc8fb8966_28)] | | |

| | | | | | | [Our Business [removed: Segments](#ie21b0c0f1fe742abba5a3925b296a3d2_31)] [added: Segments](#i64f33f9a3e2c4468abdcd20cc8fb8966_31)] | | | [removed: [7](#ie21b0c0f1fe742abba5a3925b296a3d2_31)] [added: [7](#i64f33f9a3e2c4468abdcd20cc8fb8966_31)] | | |

| | | | | | | [Our Service [removed: Offerings](#ie21b0c0f1fe742abba5a3925b296a3d2_34)] [added: Offerings](#i64f33f9a3e2c4468abdcd20cc8fb8966_34)] | | | [removed: [7](#ie21b0c0f1fe742abba5a3925b296a3d2_34)] [added: [7](#i64f33f9a3e2c4468abdcd20cc8fb8966_34)] | | |

| | | | | | | [Management Information [removed: Systems](#ie21b0c0f1fe742abba5a3925b296a3d2_46)] [added: Systems](#i64f33f9a3e2c4468abdcd20cc8fb8966_46)] | | | [removed: [12](#ie21b0c0f1fe742abba5a3925b296a3d2_46)] [added: [11](#i64f33f9a3e2c4468abdcd20cc8fb8966_46)] | | |

| | | | | | | [Employees and Human [removed: Capital](#ie21b0c0f1fe742abba5a3925b296a3d2_49)] [added: Capital](#i64f33f9a3e2c4468abdcd20cc8fb8966_49)] | | | [removed: [12](#ie21b0c0f1fe742abba5a3925b296a3d2_49)] [added: [12](#i64f33f9a3e2c4468abdcd20cc8fb8966_49)] | | |

| | | | | | | [Environmental [removed: Matters](#ie21b0c0f1fe742abba5a3925b296a3d2_52)] [added: Matters](#i64f33f9a3e2c4468abdcd20cc8fb8966_52)] | | | [removed: [13](#ie21b0c0f1fe742abba5a3925b296a3d2_52)] [added: [13](#i64f33f9a3e2c4468abdcd20cc8fb8966_52)] | | |

| | | | | | | [Governmental [removed: Regulations](#ie21b0c0f1fe742abba5a3925b296a3d2_55)] [added: Regulations](#i64f33f9a3e2c4468abdcd20cc8fb8966_55)] | | | [removed: [14](#ie21b0c0f1fe742abba5a3925b296a3d2_55)] [added: [13](#i64f33f9a3e2c4468abdcd20cc8fb8966_55)] | | |

| | | | | | | [Intellectual Property and Proprietary [removed: Rights](#ie21b0c0f1fe742abba5a3925b296a3d2_58)] [added: Rights](#i64f33f9a3e2c4468abdcd20cc8fb8966_58)] | | | [removed: [14](#ie21b0c0f1fe742abba5a3925b296a3d2_58)] [added: [14](#i64f33f9a3e2c4468abdcd20cc8fb8966_58)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#ie21b0c0f1fe742abba5a3925b296a3d2_64)] [added: Factors](#i64f33f9a3e2c4468abdcd20cc8fb8966_64)] | | | [removed: [14](#ie21b0c0f1fe742abba5a3925b296a3d2_64)] [added: [14](#i64f33f9a3e2c4468abdcd20cc8fb8966_64)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#ie21b0c0f1fe742abba5a3925b296a3d2_67)] [added: Comments](#i64f33f9a3e2c4468abdcd20cc8fb8966_67)] | | | [removed: [27](#ie21b0c0f1fe742abba5a3925b296a3d2_67)] [added: [27](#i64f33f9a3e2c4468abdcd20cc8fb8966_67)] | | |

| Item 1C. | | | | | | [removed: [Cybersecurity](#ie21b0c0f1fe742abba5a3925b296a3d2_2430)] [added: [Cybersecurity](#i64f33f9a3e2c4468abdcd20cc8fb8966_70)] | | | [removed: [27](#ie21b0c0f1fe742abba5a3925b296a3d2_2430)] [added: [27](#i64f33f9a3e2c4468abdcd20cc8fb8966_70)] | | |

| Item 2. | | | | | | [removed: [Properties](#ie21b0c0f1fe742abba5a3925b296a3d2_70)] [added: [Properties](#i64f33f9a3e2c4468abdcd20cc8fb8966_73)] | | | [removed: [28](#ie21b0c0f1fe742abba5a3925b296a3d2_70)] [added: [28](#i64f33f9a3e2c4468abdcd20cc8fb8966_73)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#ie21b0c0f1fe742abba5a3925b296a3d2_73)] [added: Proceedings](#i64f33f9a3e2c4468abdcd20cc8fb8966_76)] | | | [removed: [28](#ie21b0c0f1fe742abba5a3925b296a3d2_73)] [added: [28](#i64f33f9a3e2c4468abdcd20cc8fb8966_76)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosure](#ie21b0c0f1fe742abba5a3925b296a3d2_76)] [added: Disclosure](#i64f33f9a3e2c4468abdcd20cc8fb8966_79)] | | | [removed: [28](#ie21b0c0f1fe742abba5a3925b296a3d2_76)] [added: [28](#i64f33f9a3e2c4468abdcd20cc8fb8966_79)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie21b0c0f1fe742abba5a3925b296a3d2_82)] [added: Securities](#i64f33f9a3e2c4468abdcd20cc8fb8966_85)] | | | [removed: [29](#ie21b0c0f1fe742abba5a3925b296a3d2_82)] [added: [29](#i64f33f9a3e2c4468abdcd20cc8fb8966_85)] | | |

| Item 6. | | | | | | [removed: [Reserved](#ie21b0c0f1fe742abba5a3925b296a3d2_85)] [added: [Reserved](#i64f33f9a3e2c4468abdcd20cc8fb8966_88)] | | | [removed: [30](#ie21b0c0f1fe742abba5a3925b296a3d2_85)] [added: [30](#i64f33f9a3e2c4468abdcd20cc8fb8966_88)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie21b0c0f1fe742abba5a3925b296a3d2_88)] [added: Operations](#i64f33f9a3e2c4468abdcd20cc8fb8966_91)] | | | [removed: [31](#ie21b0c0f1fe742abba5a3925b296a3d2_88)] [added: [31](#i64f33f9a3e2c4468abdcd20cc8fb8966_91)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie21b0c0f1fe742abba5a3925b296a3d2_106)] [added: Risk](#i64f33f9a3e2c4468abdcd20cc8fb8966_109)] | | | [removed: [41](#ie21b0c0f1fe742abba5a3925b296a3d2_106)] [added: [40](#i64f33f9a3e2c4468abdcd20cc8fb8966_109)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#ie21b0c0f1fe742abba5a3925b296a3d2_109)] [added: Data](#i64f33f9a3e2c4468abdcd20cc8fb8966_112)] | | | [removed: [42](#ie21b0c0f1fe742abba5a3925b296a3d2_109)] [added: [41](#i64f33f9a3e2c4468abdcd20cc8fb8966_112)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie21b0c0f1fe742abba5a3925b296a3d2_112)] [added: Disclosure](#i64f33f9a3e2c4468abdcd20cc8fb8966_115)] | | | [removed: [42](#ie21b0c0f1fe742abba5a3925b296a3d2_112)] [added: [41](#i64f33f9a3e2c4468abdcd20cc8fb8966_115)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#ie21b0c0f1fe742abba5a3925b296a3d2_115)] [added: Procedures](#i64f33f9a3e2c4468abdcd20cc8fb8966_118)] | | | [removed: [42](#ie21b0c0f1fe742abba5a3925b296a3d2_115)] [added: [41](#i64f33f9a3e2c4468abdcd20cc8fb8966_118)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#ie21b0c0f1fe742abba5a3925b296a3d2_118)] [added: Information](#i64f33f9a3e2c4468abdcd20cc8fb8966_121)] | | | [removed: [45](#ie21b0c0f1fe742abba5a3925b296a3d2_118)] [added: [44](#i64f33f9a3e2c4468abdcd20cc8fb8966_121)] | | |

| Item 9C | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevents [removed: Inspections](#ie21b0c0f1fe742abba5a3925b296a3d2_121)] [added: Inspections](#i64f33f9a3e2c4468abdcd20cc8fb8966_124)] | | | [removed: [4](#ie21b0c0f1fe742abba5a3925b296a3d2_121)[5](#ie21b0c0f1fe742abba5a3925b296a3d2_121)] [added: [45](#i64f33f9a3e2c4468abdcd20cc8fb8966_124)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie21b0c0f1fe742abba5a3925b296a3d2_127)] [added: Governance](#i64f33f9a3e2c4468abdcd20cc8fb8966_130)] | | | [removed: [46](#ie21b0c0f1fe742abba5a3925b296a3d2_127)] [added: [45](#i64f33f9a3e2c4468abdcd20cc8fb8966_130)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#ie21b0c0f1fe742abba5a3925b296a3d2_130)] [added: Compensation](#i64f33f9a3e2c4468abdcd20cc8fb8966_133)] | | | [removed: [46](#ie21b0c0f1fe742abba5a3925b296a3d2_130)] [added: [45](#i64f33f9a3e2c4468abdcd20cc8fb8966_133)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie21b0c0f1fe742abba5a3925b296a3d2_133)] [added: Matters](#i64f33f9a3e2c4468abdcd20cc8fb8966_136)] | | | [removed: [46](#ie21b0c0f1fe742abba5a3925b296a3d2_133)] [added: [45](#i64f33f9a3e2c4468abdcd20cc8fb8966_136)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie21b0c0f1fe742abba5a3925b296a3d2_136)] [added: Independence](#i64f33f9a3e2c4468abdcd20cc8fb8966_139)] | | | [removed: [46](#ie21b0c0f1fe742abba5a3925b296a3d2_136)] [added: [45](#i64f33f9a3e2c4468abdcd20cc8fb8966_139)] | | |

| Item 14. | | | | | | [Principal Accounting Fees and [removed: Services](#ie21b0c0f1fe742abba5a3925b296a3d2_139)] [added: Services](#i64f33f9a3e2c4468abdcd20cc8fb8966_142)] | | | [removed: [46](#ie21b0c0f1fe742abba5a3925b296a3d2_139)] [added: [45](#i64f33f9a3e2c4468abdcd20cc8fb8966_142)] | | |

| Item 15. | | | | | | [Exhibits, Financial Statement [removed: Schedules](#ie21b0c0f1fe742abba5a3925b296a3d2_145)] [added: Schedules](#i64f33f9a3e2c4468abdcd20cc8fb8966_148)] | | | [removed: [48](#ie21b0c0f1fe742abba5a3925b296a3d2_145)] [added: [46](#i64f33f9a3e2c4468abdcd20cc8fb8966_148)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#ie21b0c0f1fe742abba5a3925b296a3d2_148)] [added: Summary](#i64f33f9a3e2c4468abdcd20cc8fb8966_151)] | | | [removed: [48](#ie21b0c0f1fe742abba5a3925b296a3d2_148)] [added: [46](#i64f33f9a3e2c4468abdcd20cc8fb8966_151)] | | |

*This Annual Report on Form 10-K for the fiscal year ended July 31, [removed: 2024,] [added: 2025,] 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”).

TABLE OF CONTENTS

| [PART I](#i64f33f9a3e2c4468abdcd20cc8fb8966_13) | | | | | | | | | [1](#i64f33f9a3e2c4468abdcd20cc8fb8966_13) | | |

| | | | | | | [Sales](#i64f33f9a3e2c4468abdcd20cc8fb8966_37) | | | [11](#i64f33f9a3e2c4468abdcd20cc8fb8966_37) | | |

| | | | | | | [Members](#i64f33f9a3e2c4468abdcd20cc8fb8966_40) | | | [11](#i64f33f9a3e2c4468abdcd20cc8fb8966_40) | | |

| | | | | | | [Competition](#i64f33f9a3e2c4468abdcd20cc8fb8966_43) | | | [11](#i64f33f9a3e2c4468abdcd20cc8fb8966_43) | | |

| | | | | | | [Seasonality](#i64f33f9a3e2c4468abdcd20cc8fb8966_61) | | | [14](#i64f33f9a3e2c4468abdcd20cc8fb8966_61) | | |

| [PART II](#i64f33f9a3e2c4468abdcd20cc8fb8966_82) | | | | | | | | | [29](#i64f33f9a3e2c4468abdcd20cc8fb8966_82) | | |

| [PART III](#i64f33f9a3e2c4468abdcd20cc8fb8966_127) | | | | | | | | | [45](#i64f33f9a3e2c4468abdcd20cc8fb8966_127) | | |

| [PART IV](#i64f33f9a3e2c4468abdcd20cc8fb8966_145) | | | | | | | | | [46](#i64f33f9a3e2c4468abdcd20cc8fb8966_145) | | |

| [Signatures](#i64f33f9a3e2c4468abdcd20cc8fb8966_157) | | | | | | | | | [49](#i64f33f9a3e2c4468abdcd20cc8fb8966_157) | | |

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

| [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) | | |

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

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

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

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

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

[removed: 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,] [added: Item 1A in this Annual Report on Form 10-K,] including [removed: 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 [added: confidential information, could disrupt our business and materially and adversely affect our reputation, consolidated results of operations, and financial condition.”]

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

We face a number of cybersecurity risks in connection with our business.

Although such risks have not materially affected us, including our business strategy, results of operations or financial condition, we have experienced threats to our data and systems in the past, including malware and viruses.

For a description of the risks we face from cybersecurity threats that may affect us and how, see our risk factors under Part 1.

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.

In Brazil, we own or lease [removed: fourteen] [added: twenty-three] operating facilities.

In Germany, we own or lease [removed: eleven] [added: nine] operating facilities.

In Spain, we own [removed: one] [added: eight] operating [removed: facility] [added: facilities] and lease [removed: four] [added: three] additional storage locations.

We have 281 total operating facilities globally.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

As of July 31, [removed: 2024,] [added: 2025,] there were [removed: 962,967,011] [added: 967,478,690] shares of our common stock issued and outstanding.

As of September [removed: 26, 2024,] [added: 25, 2025,] we had [removed: 765] [added: 714] holders of record of our common stock.

On July 31, [removed: 2024,] [added: 2025,] the last reported sale price of our common stock on the NASDAQ Global Select Market was [removed: $52.33] [added: $45.33] per share.

For fiscal years [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] we did not repurchase any shares of our common stock under the program.

As of July 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] certain employees held stock option awards that could be exercised through a cashless exercise.

For the years ended July 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] no employee exercised stock options through a cashless exercise.

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

[removed: The] [added: Our] Second Amended and Restated Credit Agreement (as defined below) [removed: 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 – Long-Term Debt* and *Note 12 — Stockholders’ Equity* and under the subheadings “*Credit Agreement*” [removed: 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: 2024] [added: 2025] since July 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

* Assumes that $100.00 was invested on July 31, [removed: 2019] [added: 2020] 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: 2024] [added: 2025] Standard & Poor's, a division of S&P Global.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

There were no issuance of unregistered securities in the year ended July 31, 2025.

| Copart, Inc. | | | | | | $ | 100.00 | | | | | $ | 157.64 | | | | | $ | 137.37 | | | | | $ | 189.58 | | | | | $ | 224.47 | | | | | $ | 194.45 | |

| NASDAQ Composite | | | | | | $ | 100.00 | | | | | $ | 137.53 | | | | | $ | 116.97 | | | | | $ | 136.63 | | | | | $ | 168.91 | | | | | $ | 204.14 | |

| NASDAQ Industrial | | | | | | $ | 100.00 | | | | | $ | 125.18 | | | | | $ | 102.33 | | | | | $ | 106.91 | | | | | $ | 112.73 | | | | | $ | 135.38 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 136.45 | | | | | $ | 130.12 | | | | | $ | 147.05 | | | | | $ | 179.62 | | | | | $ | 208.96 | |

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 | |

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

We conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of July 31, [removed: 2024,] [added: 2025,] the end of the period covered by this Annual Report on Form 10-K.

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, [removed: 2024.][added: 2025.]

Management, including our CEO and CFO, assessed the effectiveness of the Company’s internal control over financial reporting as of July 31, [removed: 2024.][added: 2025.]

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

Based on its assessment and those criteria, management has concluded that the Company maintained effective internal control over financial reporting as of July 31, [removed: 2024.][added: 2025.]

[removed: There were] [added: Except for the new financial system implementation noted above, there have been] no changes in our internal control over financial reporting during the [added: most recent fiscal] quarter [removed: ended July 31, 2024] that materially affected, or are reasonably like to materially affect, our internal control over financial reporting.

We have audited Copart, Inc.’s internal control over financial reporting as of July 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] consolidated financial statements of the Company, and our report dated September [removed: 27, 2024,] [added: 26, 2025,] expressed an unqualified opinion thereon.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

In the ordinary course of business, we make changes to our systems and processes to improve controls and increase efficiency while ensuring that we maintain an effective internal control environment.

Changes may include such activities as implementing new, more efficient systems and automating manual processes.

In the first quarter of fiscal 2025, we began implementing a new financial system, which will be completed in stages.

The first stage of the system implementation included our member billing in the United States.

This new financial system is a significant component of our internal control over financial reporting.

We will continue to implement our new financial system, in stages, and each implementation will become a significant component of our internal control over financial reporting.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

September 26, 2025

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

September 27, 2024

During the three months ended July 31, [removed: 2024,] [added: 2025,] no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement,” or any “non-Rule 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: 2024] [added: 2025] Annual Meeting of Stockholders [removed: (the] [added: (“the] Proxy [removed: Statement)] [added: 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.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

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 [removed: Transactions] [added: Transactions”] in our Proxy Statement.

There [removed: are] [added: were] no [removed: other] delinquent Section 16(a) Reports during fiscal [removed: 2024.][added: 2025.]

The Code of Ethics is available [added: on the Investor Relations page] at our website, located at http://www.copart.com.

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.

[Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)

Our consolidated financial statements at July 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and for each of the three years in the period ended July 31, [removed: 2024] [added: 2025] 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 Annual Report on Form 10-K.

| 10.1 | | | * | | | [Copart Inc. 2007 Equity Incentive Plan, as Amended and Restated (2007 [removed: EIP)](https://www.sec.gov/Archives/edgar/data/900075/000090007516000136/cprtamendedandrestated2007.htm)] [added: EIP)](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex101.htm)] | | | | | | [removed: Current Report on Form 8-K, (File No. 000-23255), Exhibit No. 1] [added: —] | | | | | | [removed: December 22, 2016] [added: Filed herewith] | | |

| 10.12 | | | * | | | [Outside Director Compensation Program](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex1012.htm) | | | | | | [removed: —] [added: Annual Report on Form 10-K (File No. 000-23255), Exhibit 10.12] | | | | | | [removed: Filed herewith] [added: September 30, 2024] | | |

| 19.1 | | | | | | [Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex191.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex191.htm)] | | | | | | — | | | | | | Filed herewith | | |

| 21.1 | | | | | | [List of subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex211.htm)] | | | | | | — | | | | | | Filed herewith | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-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/900075/000090007524000024/cprt07312024-ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex311.htm)] | | | | | | — | | | | | | Filed herewith | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex312.htm)] | | | | | | — | | | | | | Filed herewith | | |

| 32.1 | | | (1) | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex321.htm)] | | | | | | — | | | | | | Filed herewith | | |

| 32.2 | | | (1) | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex322.htm)] | | | | | | — | | | | | | Filed herewith | | |

| 97.1 | | | | | | [Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex971.htm) | | | | | | [removed: —] [added: Annual Report on Form 10-K (File No. 000-23255), Exhibit 97.1] | | | | | | [removed: Filed herewith] [added: September 30, 2024] | | |

Date: September [removed: 27, 2024][added: 26, 2025]

| /s/ JEFFREY LIAW | | | | | | Chief Executive Officer (Principal Executive Officer) | | | | | | September [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ LEAH STEARNS | | | | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | September [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ A. JAYSON ADAIR | | | | | | Executive Chairman | | | | | | September [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ WILLIS J. JOHNSON | | | | | | Chairman of the Board | | | | | | September [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ MATT BLUNT | | | | | | Director | | | | | | September [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ STEVEN D. COHAN | | | | | | Director | | | | | | September [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ DANIEL ENGLANDER | | | | | | Director | | | | | | September [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ STEPHEN FISHER | | | | | | Director | | | | | | September [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ CHERYLYN HARLEY LEBON | | | | | | Director | | | | | | September [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ JAMES E. MEEKS | | | | | | Director | | | | | | September [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ DIANE M. MOREFIELD | | | | | | Director | | | | | | September [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ CARL SPARKS | | | | | | Director | | | | | | September [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ THOMAS N. TRYFOROS | | | | | | Director | | | | | | September [removed: 27, 2024] [added: 26, 2025] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#ie21b0c0f1fe742abba5a3925b296a3d2_163)] [added: ID:](#i64f33f9a3e2c4468abdcd20cc8fb8966_166)] 42) | | | | | | [removed: [55](#ie21b0c0f1fe742abba5a3925b296a3d2_163)] [added: [53](#i64f33f9a3e2c4468abdcd20cc8fb8966_166)] | | |

| [Consolidated Balance Sheets as of July 31, [removed: 2024 and 2023](#ie21b0c0f1fe742abba5a3925b296a3d2_166)] [added: 202](#i64f33f9a3e2c4468abdcd20cc8fb8966_169)[5](#i64f33f9a3e2c4468abdcd20cc8fb8966_169) [and 20](#i64f33f9a3e2c4468abdcd20cc8fb8966_169)[24](#i64f33f9a3e2c4468abdcd20cc8fb8966_169)] | | | | | | [removed: [56](#ie21b0c0f1fe742abba5a3925b296a3d2_166)] [added: [54](#i64f33f9a3e2c4468abdcd20cc8fb8966_169)] | | |

| [Consolidated Statements of Income for the years ended July 31, [removed: 2024, 2023 and 2022](#ie21b0c0f1fe742abba5a3925b296a3d2_172)] [added: 202](#i64f33f9a3e2c4468abdcd20cc8fb8966_175)[5](#i64f33f9a3e2c4468abdcd20cc8fb8966_175)[, 202](#i64f33f9a3e2c4468abdcd20cc8fb8966_175)[4](#i64f33f9a3e2c4468abdcd20cc8fb8966_175) [and 202](#i64f33f9a3e2c4468abdcd20cc8fb8966_175)[3](#i64f33f9a3e2c4468abdcd20cc8fb8966_175)] | | | | | | [removed: [57](#ie21b0c0f1fe742abba5a3925b296a3d2_172)] [added: [55](#i64f33f9a3e2c4468abdcd20cc8fb8966_175)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended July 31, [removed: 2024, 2023 and 2022](#ie21b0c0f1fe742abba5a3925b296a3d2_175)] [added: 202](#i64f33f9a3e2c4468abdcd20cc8fb8966_178)[5](#i64f33f9a3e2c4468abdcd20cc8fb8966_178)[, 202](#i64f33f9a3e2c4468abdcd20cc8fb8966_178)[4](#i64f33f9a3e2c4468abdcd20cc8fb8966_178) [and 202](#i64f33f9a3e2c4468abdcd20cc8fb8966_178)[3](#i64f33f9a3e2c4468abdcd20cc8fb8966_178)] | | | | | | [removed: [58](#ie21b0c0f1fe742abba5a3925b296a3d2_175)] [added: [56](#i64f33f9a3e2c4468abdcd20cc8fb8966_178)] | | |

| [Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders' Equity for the years ended July 31, [removed: 2024, 2023 and 2022](#ie21b0c0f1fe742abba5a3925b296a3d2_178)] [added: 202](#i64f33f9a3e2c4468abdcd20cc8fb8966_181)[5](#i64f33f9a3e2c4468abdcd20cc8fb8966_181)[, 202](#i64f33f9a3e2c4468abdcd20cc8fb8966_181)[4](#i64f33f9a3e2c4468abdcd20cc8fb8966_181) [and 202](#i64f33f9a3e2c4468abdcd20cc8fb8966_181)[3](#i64f33f9a3e2c4468abdcd20cc8fb8966_181)] | | | | | | [removed: [59](#ie21b0c0f1fe742abba5a3925b296a3d2_178)] [added: [57](#i64f33f9a3e2c4468abdcd20cc8fb8966_181)] | | |

| [Consolidated Statements of Cash Flows for the years ended July 31, [removed: 2024, 2023 and 2022](#ie21b0c0f1fe742abba5a3925b296a3d2_181)] [added: 202](#i64f33f9a3e2c4468abdcd20cc8fb8966_184)[5](#i64f33f9a3e2c4468abdcd20cc8fb8966_184)[, 202](#i64f33f9a3e2c4468abdcd20cc8fb8966_184)[4](#i64f33f9a3e2c4468abdcd20cc8fb8966_184) [and 202](#i64f33f9a3e2c4468abdcd20cc8fb8966_184)[3](#i64f33f9a3e2c4468abdcd20cc8fb8966_184)] | | | | | | [removed: [60](#ie21b0c0f1fe742abba5a3925b296a3d2_181)] [added: [58](#i64f33f9a3e2c4468abdcd20cc8fb8966_184)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie21b0c0f1fe742abba5a3925b296a3d2_184)] [added: Statements](#i64f33f9a3e2c4468abdcd20cc8fb8966_187)] | | | | | | [removed: [61](#ie21b0c0f1fe742abba5a3925b296a3d2_184)] [added: [59](#i64f33f9a3e2c4468abdcd20cc8fb8966_187)] | | |

We have audited the accompanying consolidated balance sheets of Copart, Inc. (the Company) as of July 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in redeemable noncontrolling interest and stockholders’ equity, and cash flows for each of the three years in the period ended July 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at July 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and the results of its operations and its cash flows for each of the three years in the period ended July 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of July 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated September [removed: 27, 2024] [added: 26, 2025] expressed an unqualified opinion thereon.

| | | | | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash, cash equivalents, and restricted cash [removed: |] [added: at beginning of period] | | | | | [removed: $] | 1,514,111 | | | | | [removed: $] | 957,395 | | [added: | | | | 1,384,236 | | |]

| Investment in held to maturity securities | | | | | | [removed: 1,908,047] [added: 2,008,539] | | | | | | [removed: 1,406,589] [added: 1,908,047] | | |

| Accounts receivable, net | | | | | | [removed: 785,877] [added: 762,811] | | | | | | [removed: 702,038] [added: 785,877] | | |

| Vehicle pooling costs | | | | | | [removed: 132,638] [added: 116,145] | | | | | | [removed: 123,725] [added: 132,638] | | |

| Inventories | | | | | | [removed: 43,639] [added: 39,661] | | | | | | [removed: 39,973] [added: 43,639] | | |

Date: September 26, 2025

September 26, 2025

| | | | | | | 2025 | | | | | | 2024 | | |

| Goodwill | | | | | | 517,779 | | | | | | 513,909 | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,552,449 | | | | | | | | | | | | 1,552,449 | | | (4,086) | | |

| Acquisition of controlling interest | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | — | | |

| Exercise of stock options, net of repurchased shares | | | | | | 3,961,105 | | | | | | 1 | | | | | | 42,759 | | | | | | — | | | | | | (5,282) | | | | | | | | | | | | 37,478 | | | — | | |

| Balances at July 31, 2025 | | | | | | 967,478,690 | | | | | | $ | 97 | | | | | $ | 1,214,150 | | | | | $ | (120,283) | | | | | $ | 8,093,069 | | | | | | | | | | | $ | 9,187,033 | | $ | 20,458 | |

| Net income | | | | | | $ | 1,548,363 | | | | | $ | 1,362,347 | | | | | $ | 1,237,741 | |

| Purchase of property and equipment through settlement of deposit | | | | | | $ | 64,050 | | | | | $ | — | | | | | $ | — | |

JULY 31, 2025

| Balance as of July 31, 2025 | | | | | | $ | 40,107 | |

Facility Operations

Shares are redeemable at adjusted fair value from the third anniversary of the acquisition through the 10th anniversary of acquisition, and are redeemable at fair value thereafter.

| Investment in held to maturity securities | | | $ | 2,008,539 | | | | | $ | 15,575 | | | | | $ | 2,024,114 | |

*Adopted*

The Company’s adoption of ASU 2023-07 did not have a material impact on the Company’s disclosures.

On November 2024, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40).

ASU 2024-03 requires disclosure of specified information about certain costs and expenses.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted, and the amendments may be applied either prospectively or retrospectively.

The Company acquired the controlling ownership by issuing 2.5 million shares of the Company’s

| (In thousands) | | | | | | 2025 | | | | | | 2024 | | |

| | | | | | | 775,756 | | | | | | 798,410 | | |

| (In thousands) | | | | | | 2025 | | | | | | 2024 | | |

| Internal-use software | | | | | | 120,031 | | | | | | 105,001 | | |

| | | | | | | 4,879,678 | | | | | | 4,318,084 | | |

| (In thousands) | | | | | | | | | 2025 | | | | | | 2024 | | | | | | | | |

| Operating leases | | | | | | 8.52 | | | | | | 4.29 | | % |

| Finance leases | | | | | | 30.35 | | | | | | 4.48 | | % |

| (In thousands) | | | | | | | | | 2025 | | | | | | 2024 | | | | | | | | |

| 2026 | | | | | | $ | 135 | | | | | $ | 22,407 | |

| 2027 | | | | | | 135 | | | | | | 18,104 | | |

| 2028 | | | | | | 135 | | | | | | 16,625 | | |

| 2029 | | | | | | 135 | | | | | | 13,956 | | |

| 2030 | | | | | | 135 | | | | | | 8,534 | | |

| Thereafter | | | | | | 4,536 | | | | | | 39,670 | | |

| 2026 | | | | | | $ | 5,077 | |

| 2027 | | | | | | 5,093 | | |

| 2028 | | | | | | 4,361 | | |

September 27, 2024

| Long-term debt and other liabilities, net of discount | | | | | | — | | | | | | 10,903 | | |

| Loss on extinguishment of debt | | | | | | — | | | | | | — | | | | | | (16,759) | | |

| Balances at July 31, 2021 | | | | | | 948,057,092 | | | | | | $ | 96 | | | | | $ | 761,762 | | | | | $ | (100,860) | | | | | $ | 2,868,203 | | | | | | | | | | | $ | 3,529,201 | | $ | — | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,090,130 | | | | | | | | | | | | 1,090,130 | | | — | | |

| Exercise of stock options, net of repurchased shares | | | | | | 3,620,988 | | | | | | — | | | | | | 28,108 | | | | | | — | | | | | | (1,925) | | | | | | | | | | | | 26,183 | | | — | | |

| Loss on extinguishment of debt | | | | | | — | | | | | | — | | | | | | 16,759 | | |

| Debt offering costs | | | | | | — | | | | | | — | | | | | | (1,212) | | |

| Principal payments on long-term debt | | | | | | — | | | | | | — | | | | | | (416,759) | | |

On October 3, 2022, the Company’s Board of Directors approved a two-for-one common stock split effected in the form of a stock dividend subject to and contingent upon, among other things, obtaining stockholder approval of an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock.

On October 31, 2022, the Company’s stockholders approved such increase at a special meeting of stockholders.

As such, on November 3, 2022, the Company effected the two-for-one stock dividend to stockholders of record as of October 6, 2022.

| Balance as of July 31, 2022 | | | | | | $ | 4,778 | |

Yard Operations

| Investment in held to maturity securities | | | $ | 1,406,589 | | | | | $ | 8,314 | | | | | $ | 1,414,903 | |

Early adoption is permitted.

The resulting impact to the balance sheet and income statement were immaterial.

Fiscal year 2022 Transactions

On July 5, 2022, the Company acquired 100% of the voting stock of ILT Project Limited which conducts business primarily as Hills Motors Co. the Green Parts Specialists (“Hills”), which is a leading parts recycler in the U.K. Hills predominantly sells recycled parts to the public.

The purchase price paid for Hills was $106.6 million paid with cash on hand.

On July 14, 2023 the U.K. Competition and Markets Authority approved the merger of Copart and Hills.

With the approval of the merger the Company finalized the allocation of the fair value for acquired assets and liabilities.

| | | | | | | 798,410 | | | | | | 710,678 | | |

| Software | | | | | | 105,001 | | | | | | 89,575 | | |

| | | | | | | 4,318,084 | | | | | | 3,822,563 | | |

| Operating leases | | | | | | 8.57 | | | | | | 3.95 | | % |

| 2025 | | | | | | | | | | | | $ | 24,745 | |

| 2026 | | | | | | | | | | | | 20,978 | | |

| 2027 | | | | | | | | | | | | 17,028 | | |

| 2028 | | | | | | | | | | | | 15,513 | | |

| 2029 | | | | | | | | | | | | 13,634 | | |

| Thereafter | | | | | | | | | | | | 47,809 | | |

| 2025 | | | | | | $ | 5,653 | |

| 2026 | | | | | | 5,209 | | |

| 2027 | | | | | | 5,225 | | |

| 2028 | | | | | | 4,493 | | |

| 2029 | | | | | | 3,395 | | |

| Thereafter | | | | | | 1,628 | | |

| Beginning balance | | | | | | $ | 394,289 | | | | | $ | 401,954 | |

| 2025 | | | | | | $ | (13,487) | |