Copart (CPRT) 10-K risk factor changes: FY2026 vs FY2025

Although no single customer accounted for more than 10% of our consolidated revenues for fiscal [added: 2026,] 2025, [removed: 2024,] or [removed: 2023,] [added: 2024,] a limited number of vehicle sellers historically have collectively accounted for a substantial portion of our revenues.

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

[removed: -] the difficulty of managing and staffing foreign offices;

[removed: -] the increased travel, infrastructure, and legal compliance costs associated with multiple international locations;

[removed: -] the need to localize our mix of product and service offerings in response to customer requirements, particularly the need to implement our online auction platform in foreign countries;

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

[removed: -] tariffs, trade barriers, trade disputes, and other regulatory or contractual limitations on our ability to operate in certain foreign markets;

[removed: -] exposure to foreign currency exchange rate risk, which may have an adverse impact on our revenues and revenue growth rates;

[removed: -] adapting to different business cultures, languages, and market structures, particularly where we seek to implement our auction model in markets where insurers have historically not played a substantial role in the disposition of salvage vehicles;

[removed: -] repatriation of funds currently held in foreign jurisdictions to the U.S., which may result in higher effective tax rates;

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

[removed: -] public health issues, such as [removed: the COVID-19 pandemic] [added: epidemics, pandemics,] and other [removed: pandemics;][added: public health emergencies;]

[removed: -] environmental issues;

[removed: -] natural and man-made disasters; and

[removed: -] political issues.

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In fiscal [removed: 2023,] [added: 2024,] we opened [removed: one] [added: three] new operational [removed: facility] [added: facilities] in [removed: Brazil,] [added: the U.K.,] one new operational facility in [removed: Germany,] [added: Spain,] one new operational facility in Canada, and [removed: eight] [added: four] new operational facilities in the U.S. In fiscal [removed: 2024,] [added: 2025,] we opened [removed: three] [added: one] new operational [removed: facilities] [added: facility] in the U.K., [removed: one] [added: two] new operational [removed: facility] [added: facilities] in Spain, [removed: one new operational facility in Canada,] and [removed: four] [added: three] new operational [removed: facility] [added: facilities] in the U.S. In fiscal [removed: 2025,] [added: 2026,] we opened [removed: one new operational facility in the U.K.,] two new operational facilities in [removed: Spain,] [added: Brazil,] and [removed: three] [added: six] 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.

[removed: -] continue to acquire additional facilities on favorable terms;

[removed: -] expand existing facilities in no-growth regulatory environments;

[removed: -] obtain or retain buyers, sellers, and sales volumes in new markets or facilities;

[removed: -] increase revenues and profitability at acquired and new facilities;

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

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

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

[removed: -] identify and complete strategic acquisitions in complementary market segments.

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

As a result, the associated benefits of acquisitions may be delayed [removed: for years.]

[removed: -] hire, train and manage additional qualified personnel;

[removed: -] establish new relationships or expand existing relationships with vehicle sellers;

[removed: -] identify and acquire or lease suitable premises on competitive terms;

[removed: -] manage overhead expenses and maintain operating efficiencies;

[removed: -] identify productive uses for available capital reserves; and

[removed: -] maintain the supply of vehicles from vehicle sellers.

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

[removed: Conversely, extreme weather] [added: weather] conditions can result in an oversupply of salvage vehicles that requires us to incur abnormal expenses to respond to market demands.

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Although we have implemented policies, procedures, and training designed to ensure compliance with anti-bribery laws, trade controls and economic sanctions, and similar regulations, our [removed: employees] [added: employees, business partners,] or agents may take actions in violation of our [removed: policies.][added: policies or of applicable anti-bribery, trade controls, and economic sanctions.]

Certain of our arrangements with vehicle sellers are non-exclusive and may be terminated or modified by the seller on limited notice or without cause, in each case subject to the terms of the applicable agreement.

Security risks and threats continue to increase in our industry, and we and our service providers are subject to risks of compromises or breaches of the systems we use to protect customer transaction data.

In September 2026, we entered into the Merger Agreement with ACV and Merger Sub to acquire all of ACV’s outstanding shares of common stock for $10.50 per share, net to the seller in cash, without interest, subject to any required withholding of taxes, and we expect to complete such acquisition by the end of calendar year 2026.

The consummation of such transaction is subject to the tender of a majority of the outstanding shares of ACV common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions.

for years.

Conversely, extreme

We may incur substantial indebtedness and any failure to meet our debt obligations may adversely affect our business, financial condition, and results of operations.

We have entered into, and may continue to enter into, arrangements pursuant to which we may incur significant indebtedness, including the 2026 Credit Agreement, which provides for an unsecured revolving credit in an aggregate principal amount of up to $1,250 million maturing on January 23, 2031.

If we incur indebtedness and cannot service it, we may have to

take actions such as utilizing available capital, selling assets, or reducing or delaying capital expenditures, strategic transactions, and investments, any of which may impede the implementation of our business strategy, prevent us from entering into transactions that would otherwise benefit our business, and may adversely affect our business, financial condition, and results of operations.

The 2026 Credit Agreement contains restrictive covenants, including a maximum consolidated total net leverage ratio and other customary covenants that limit our and our subsidiaries’ operating and financial flexibility, subject to certain exceptions.

If we fail to comply, the lenders could terminate their commitments and accelerate any outstanding borrowings, and because the facility is guaranteed by certain of our subsidiaries, they could be required to satisfy those obligations.

If we incur indebtedness under the 2026 Credit Agreement, we will be subject to variable interest rate risk, because borrowings bear interest at a margin over a benchmark rate or a base rate.

A substantial increase in interest rates could impair our ability to service our indebtedness.

Any refinancing of our debt could be at higher interest rates and could require us to comply with more onerous covenants, which could further restrict our business operations.

We also may not be able to refinance indebtedness on commercially reasonable terms, or at all.

We are required to comply with applicable export control and economic sanctions laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce and trade controls administered by the U.S. Treasury Department’s Office of Foreign Assets Control.

We may be required to obtain authorization from the U.S. government to engage in the export of certain items, and obtaining licenses may be time consuming and may result in the delay or loss of sales opportunities.

Our efforts to comply with applicable export control, sanctions, and similar laws and regulations could be costly or time-consuming, and changes in policy could have a material adverse effect on our products or business operations.

We, our employees, agents, representatives, business partners and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if we do not explicitly authorize those activities.

These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions.

While we have policies and procedures to address compliance with those laws, we cannot assure you that none of our employees, agents, representatives, business partners or third-party intermediaries

will take actions in violation of our policies or applicable law, for which we may be ultimately held responsible.

Any allegation of violations of or violation of the applicable anti-bribery and anti-corruption laws could subject us to whistleblower complaints, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, and other civil and criminal penalties, all of which could have a material adverse effect on our consolidated operating results and financial position.

Responding to any investigation or action could result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

The United Kingdom has adopted legislation that substantially implements the GDPR.

The GDPR provides for significant penalties in the case of non-compliance of up to €20 million or four percent of worldwide annual revenues, whichever is greater.

The United Kingdom legislation implementing the GDPR provides for a similar penalty structure.

Numerous other jurisdictions worldwide have enacted laws relating to the collection, use, retention, disclosure, security, transfer, and other processing of personal data, including Brazil, which has enacted the Brazilian General Data Protection Law (“LGPD”).

The LGPD broadly regulates processing of personal information of individuals in Brazil and imposes compliance obligations and penalties comparable to those of the GDPR.

Other evolving legislation relating to privacy and cybersecurity at the federal, state, and local levels also may, or may be argued to, apply to us.

Additionally, certain of our commercial partners, including payment card companies, have imposed data security standards or other obligations relating to privacy, data protection, or data security upon us, and others may do so in the future.

We also may be, or may be argued to be, subject to industry standards or other actual or asserted obligations relating to privacy, data protection, and cybersecurity.

We strive to comply with applicable laws, regulations, policies, and contractual and other legal obligations relating to privacy, data protection, and cybersecurity.

These legal, contractual, and other actual and asserted obligations are, however, evolving rapidly, may be interpreted and applied in new ways and/or in manners that are inconsistent, and may conflict with other obligations or our practices.

For example, since 2025, there has been a material increase and considerable volatility in the applicable tariffs imposed, or threatened to be imposed, by the U.S. government on foreign origin products.

In response, some foreign governments have imposed, or threatened to impose, retaliatory tariffs on U.S.-origin goods in their respective jurisdictions.

insurance with respect to acquired facilities with known environmental risks.

For example, we are or may become subject to new and evolving climate-related disclosure requirements, including state-level mandates such as California's greenhouse gas emissions and climate-related financial risk reporting laws, even as the scope of federal climate-related disclosure requirements remains uncertain, and these developing and potentially inconsistent requirements across the jurisdictions in which we operate could increase our compliance costs and expose us to enforcement, litigation, or reputational risk.

Further, many countries, as well as organizations such as the Organization for Economic Cooperation and Development (“OECD”), have enacted or proposed changes to existing international tax laws.

We have and may continue to

Unanticipated events or developments could result in a compromise or breach of the systems we use to protect customer transaction data.

Failure by us and our subsidiaries to comply with these laws could subject us to civil and criminal penalties that could have a material adverse effect on our consolidated operating results and financial position.

From time to time, U.S. federal, state and local, and foreign governments make substantive changes to tax rules and their application, which could result in materially higher taxes than would be incurred under existing tax law and which could adversely affect our financial condition or results of operations.

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

We may be unable to anticipate these techniques or implement adequate

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

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

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

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

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

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

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

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

We obtained [removed: 81%,] [added: 79%,] 81%, and [removed: 83%] [added: 81%] of the total number of vehicles processed during fiscal [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] respectively, from insurance company sellers.

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

The average age of cars on the road has continued to increase, growing from [removed: 11.1] [added: 11.4] years in [removed: 2012] [added: 2013] to [removed: 12.8] [added: 13.0] years in [removed: 2025.][added: 2026.]

The primary source of our liquidity is our cash and cash equivalents and our revolving credit commitments under our [removed: Second Amended and Restated] [added: Senior Revolving] Credit Agreement (the [removed: “Revolving Loan Facility.”).][added: "2026 Credit Agreement").]

The primary factors affecting cash 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; [added: (xi) contract mix to the extent]

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

The following tables set forth operational facilities that we have opened and are now operational from August 1, [removed: 2022] [added: 2023] through July 31, [removed: 2025:][added: 2026:]

| United States Locations | | [removed: | | | |] Date | [removed: | |]

| Rutland, Vermont | | [removed: | | | |] August 2023 | [removed: | |]

| Phoenix, Arizona | | [removed: | | | |] November 2023 | [removed: | |]

| Austin, Texas | | [removed: | | | |] June 2024 | [removed: | |]

| Casper, Wyoming | | [removed: | | | |] July 2024 | [removed: | |]

| Napa, California | | [removed: | | | |] October 2024 | [removed: | |]

| Laurel, Maryland | | [removed: | | | |] November 2024 | [removed: | |]

| Chicago, Illinois | | [removed: | | | |] May 2025 | [removed: | |]

| International Locations | | [removed: | | | |] Geographic Service Area | | [removed: | | | |] Date | [removed: | |]

| Corby, England | | [removed: | | | |] United Kingdom | | [removed: | | | |] October 2023 | [removed: | |]

| Glasgow, Scotland | | [removed: | | | |] United Kingdom | | [removed: | | | |] December 2023 | [removed: | |]

| Alhendin, Granada | | [removed: | | | |] Spain | | [removed: | | | |] January 2024 | [removed: | |]

| Gloucester, England | | [removed: | | | |] United Kingdom | | [removed: | | | |] March 2024 | [removed: | |]

| Barcelona, Spain | | [removed: | | | |] Spain | | [removed: | | | |] May 2024 | [removed: | |]

| Cookstown, Ontario | | [removed: | | | |] Canada | | [removed: | | | |] July 2024 | [removed: | |]

| St. Helens, England | | [removed: | | | |] United Kingdom | | [removed: | | | |] October 2024 | [removed: | |]

| Castellón, Spain | | [removed: | | | |] Spain | | [removed: | | | |] November 2024 | [removed: | |]

| Vitoria, Spain | | [removed: | | | |] Spain | | [removed: | | | |] December 2024 | [removed: | |]

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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 [added: 2026,] 2025, [removed: 2024] and [removed: 2023:][added: 2024:]

| | | [removed: | | | |] Year Ended July 31, | | | | | | | | | | | [removed: | | | |]

| (In percentages) | | [added: 2026] | | | | 2025 | | | | [removed: | |] 2024 | | | [removed: | | | 2023 | | |]

| Service revenues and vehicle sales: | | | | | | | | | | | | | [removed: | | | | | | | |]

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

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

| Total service revenues and vehicle sales | | | [removed: | | |] 100 | [removed: |] % | | | [removed: |] 100 | [removed: |] % | | | [removed: |] 100 | [removed: |] % |

| Operating expenses: | | | | | | | | | | | | | [removed: | | | | | | | |]

| Facility operations | | | [removed: | | |] 42 | [removed: |] % | | | [removed: | 40 |] [added: 42] | % | | | [removed: | 39 |] [added: 40] | % |

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

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

vehicles for our own account.

| | | |

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

| Cedar Rapids, Iowa | | August 2025 |

| Clewiston, Florida | | August 2025 |

| La Grange, North Carolina | | February 2026 |

| Vinton, Louisiana | | February 2026 |

| Spanaway, Washington | | March 2026 |

| Cusseta, Alabama | | March 2026 |

| Tampa, Florida | | March 2026 |

| | | | | |

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

| Eusebio, Ceará | | Brazil | | September 2025 |

| Caçapava, São Paulo | | Brazil | | June 2026 |

Recent Developments

On September 10, 2026, the Company entered into a definitive merger agreement to acquire ACV for $10.50 per share, net to the seller in cash, without interest, subject to any required withholding of taxes, representing an implied equity value of approximately $1.9 billion.

The transaction is expected to close by the end of calendar year 2026.

The consummation of such transaction is subject to the tender of a majority of the outstanding shares of ACV common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions.

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The decrease in service revenue in the U.S. was primarily related to the one-time revenue associated with hurricanes Helene and Milton recognized in fiscal year 2025 and a decrease in volume offset by an increase in revenue per car.

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The increase in International of $15.2 million, after excluding the negative fluctuations in currency exchange rates of $(2.9) million, resulted primarily from an increase in labor, stock-based compensation, and third party outside services (including consulting and legal).

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Cash, cash equivalents, and restricted cash decreased primarily as result of the repurchase of common stock as part of our stock repurchase program and investment in held to maturity securities offset by decrease in capital expenditures.

In the U.K., Germany, and Spain,

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| Anchorage, Alaska | | | | | | August 2022 | | |

| Rapid City, South Dakota | | | | | | August 2022 | | |

| Kansas City, Missouri | | | | | | September 2022 | | |

| Grenada, Mississippi | | | | | | January 2023 | | |

| Windham, New England | | | | | | March 2023 | | |

| Las Vegas West, Nevada | | | | | | June 2023 | | |

| Akron, Ohio | | | | | | July 2023 | | |

| Wayland, Michigan | | | | | | July 2023 | | |

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| Brasília, Brazil | | | | | | Brazil | | | | | | September 2022 | | |

| Büdingen, Hesse | | | | | | Germany | | | | | | January 2023 | | |

| Ottawa, Ontario | | | | | | Canada | | | | | | February 2023 | | |

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

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The

The decrease in International, after excluding the negative fluctuations of currency exchange rates of $4.1 million, was primarily due to a lower average purchase price due to a change in the mix of vehicles sold, combined with a decrease in volume related to sellers switching to a consignment model.

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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: 2025.][added: 2026.]

Based on the average cash balance held for fiscal [removed: 2025,] [added: 2026,] a hypothetical 10% adverse change in our interest yield would not have materially affected our operating results.

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

A hypothetical 10% adverse change in the value of the U.S. dollar relative to 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: 2025.][added: 2026.]

At July 31, [removed: 2025,] [added: 2026,] the cumulative effect of foreign exchange rate fluctuations on our consolidated financial position was a net translation loss of [removed: $120.3] [added: $109.8] million.

The 2026 Credit Agreement bears interest, at our election, at either (1) the applicable fixed rate plus 0.75% to 1.125% or (2) the daily rate plus 0.0% to 0.125%, in each case, depending on the Company’s consolidated total net leverage ratio.

Additionally, the unused revolving commitments under the 2026 Credit Agreement are subject to the payment of a customary commitment fee at a range of 0.05% to 0.125%, depending on the Company’s consolidated total net leverage ratio.

As of July 31, 2025, we held no direct investments in auction rate securities, collateralized debt obligations, structured investment vehicles or mortgaged-backed securities.

There where no borrowings under the Revolving Loan Facility under the Second Amended and Restated Credit Agreement as of July 31, 2025.

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

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

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

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

We obtained [removed: 81%,] [added: 79%,] 81%, and [removed: 83%] [added: 81%] of the total number of vehicles processed during fiscal [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] respectively, from insurance company sellers.

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

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

[removed: -] providing a comprehensive range of services that includes merchandising, efficient title processing, timely pick-up and delivery of vehicles, and internet sales;

[removed: -] establishing and efficiently integrating new facilities and acquisitions;

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

[removed: -] applying technology to enhance operating efficiency through internet bidding, web-based order processing, salvage value quotes, electronic communication with members and sellers, and vehicle imaging.

For fiscal [removed: 2025,] [added: 2026,] our revenues were [removed: $4.6] [added: $4.7] billion, and our operating income was $1.7 billion.

In fiscal [removed: 2023,] [added: 2024,] we opened [removed: one] [added: three] new operational [removed: facility] [added: facilities] in [removed: Brazil, one] [added: the U.K., two] new operational facility in [removed: Germany,] [added: Spain,] one new operational facility in Canada, and [removed: eight] [added: four] new operational facilities in the U.S.

In fiscal [removed: 2024,] [added: 2026,] we opened [removed: three] [added: two] new operational facilities in [removed: the U.K., one new operational facility in Spain, one new operational facility in Canada,] [added: Brazil,] and [removed: four] [added: seven] new operational [removed: facility] [added: facilities] in the U.S.

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

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

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

[removed: -] the anticipated percentage return on salvage (i.e., gross salvage proceeds, minus vehicle handling and selling expenses, divided by the PAV);

[removed: -] the services provided by the company and the degree to which such services reduce their administrative costs and expenses;

[removed: -] the price the company charges for its services;

[removed: -] the ability to respond to natural disasters;

[removed: -] geographic coverage;

[removed: -] the ability to provide analytical data to the seller; and

[removed: -] in the U.K., in certain situations, the actual amount paid for the vehicle.

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

[removed: Operating] [added: Operating] and Growth Strategy

To implement [removed: our growth strategy,] [added: these strategies,] we intend to continue to do the following:

[removed: Our] [added: Our] Competitive Advantages

[removed: -] attractiveness and efficiency to buyers, leading to enhanced selling prices for vehicles;

[removed: -] a reduction in administrative time and effort;

[removed: -] a reduction in overall vehicle transportation costs;

[removed: -] convenient local facilities;

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

[removed: -] improved access to buyers throughout the world;

[removed: -] a prompt response in the event of a natural disaster or other catastrophe; and

[removed: -] consistency in products and services.

[removed: -] internet bidding, internet proxy bidding, and virtual sales powered by VB3, which enhance the competitive bidding process;

[removed: -] mobile applications, which allow members to search, bid, create watch lists, join auctions, and bid in numerous languages from anywhere;

[removed: -] a tailored experience by way of predictive analytics through collaborative filtering, such as the Recommendations Engine feature that suggests similar makes and models based on a member’s behavior;

[removed: -] Buy It Now, which provides an option to our members to purchase specific pre-qualified vehicles immediately at a set price before the live auction process;

[removed: -] Make An Offer, which provides an option to our members to submit an offer amount on certain selected vehicles and if the offer is accepted, purchase the vehicle before the live auction process;

[removed: -] online payment capabilities via our ePay product, credit cards, and third-party financing programs;

For fiscal 2026, sales of U.S. vehicles, on a unit basis, to International members was 38.2% which represents 45.8% of overall gross transaction per vehicle.

Industry Overview

Our growth strategy is to increase revenues and profitability by, among other things, (i) expanding our insurance vehicle remarketing business internationally; (ii) increasing our whole-car vehicle volumes and related services; (iii) developing and providing technology-enabled services to our vehicle sellers, buyers, and other customers.

We intend to pursue these strategies through both organic growth, primarily within our core insurance business, and inorganically through the development or acquisition of complementary businesses and facilities.

Expand Our International Insurance Business

Our strategy is to grow our insurance vehicle remarketing business internationally by leveraging our existing operating capabilities, technology platforms, global buyer network, and relationships with insurance companies.

We may pursue this growth through the development or acquisition of facilities, entry into new markets, expansion of existing operations, and the establishment of additional relationships with global, national, and regional insurance companies.

Increase Whole-Car Volumes and Services in the United States

Our strategy is to grow our whole-car business by expanding relationships with vehicle sellers and developing services that support the remarketing of vehicles through wholesale channels.

We seek to use our national operating footprint, marketplace technology, transportation capabilities, global buyer network, and vehicle-processing expertise to provide sellers with efficient and transparent disposition alternatives.

To accomplish this strategy, it may include expanding services available to dealers, manufacturers, financial institutions, rental and fleet companies, and other vehicle sellers, and using technology to improve vehicle information, bidding, transaction processing, transportation coordination, and post-sale services.

We also expect to evaluate opportunities to leverage our existing facilities and infrastructure to support additional whole-car volumes and related services.

For example, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ACV Auctions Inc., a Delaware corporation (“ACV”), and Apple Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”) to acquire all of ACV’s outstanding shares of common stock for $10.50 per share, net to the seller in cash, without interest, subject to any required withholding of taxes, and we expect to complete such acquisition by the end of the calendar year .

Develop Technology Services for Our Customers

Our strategy is to grow our technology services that improve the vehicle remarketing process for sellers, buyers, and other customers.

These may include tools that provide real-time access to inventory, vehicle condition and sales data; facilitate digital vehicle assignment and claims processing; support transportation and title-related workflows; integrate seller systems with our platforms; improve pricing and valuation information; and provide reporting and analytics to assist customers in managing their vehicle portfolios.

Company's Chief Executive Officer, allocates resources and measures results.

The Company's CODM evaluates the performance of its reportable segments and allocates resources based on segment Operating Income.

This measure is used to assess profitability, guide decisions regarding capital investment, and evaluate the performance of segment leadership.

We also coordinate loan payoff remittances on behalf of our sellers.

Interested buyers can view everything from the

Sales

Members

Competition

Environmental Matters

Governmental Regulations

Seasonality

Finally, some of our vehicles are returned to their raw

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

Industry Overview

salvage vehicles to repair and resell.

Our growth strategy is to increase revenues and profitability by, among other things, (i) acquiring and developing additional vehicle storage facilities in key markets, including foreign markets; (ii) pursuing global, national, and regional vehicle seller agreements; (iii) increasing our service offerings; and (iv) expanding the application of VB3 into new markets.

In addition, we implement our pricing structure and auction procedures, and attempt to introduce cost efficiencies at each of our acquired facilities by implementing our operational procedures, integrating our management information systems, and redeploying personnel, when necessary.

As part of our overall expansion strategy, our objective is to increase our revenues, operating profits, and market share in the vehicle remarketing industry.

Acquire and Develop New Vehicle Storage Facilities in Key Markets Including Foreign Markets

Our strategy is to offer integrated services to vehicle sellers on a global, national, or regional basis by acquiring or developing facilities in new and existing markets.

We integrate our new acquisitions into our global network and capitalize on certain operating efficiencies resulting from, among other things, the reduction of duplicative overhead and the implementation of our operating procedures.

Pursue Global, National, and Regional Vehicle Supply Agreements

Our broad global presence enhances our ability to enter into global, national, or regional supply agreements with vehicle sellers.

We actively seek to establish supply agreements with insurance companies by promoting our ability to achieve high net returns and broader access to buyers through our national coverage and electronic commerce capabilities.

By utilizing our existing insurance company seller relationships, we are able to build new seller relationships and pursue additional supply agreements in existing and new markets.

Expand Our Service Offerings to Sellers and Members

Over the past several years, we have expanded our available service offerings to vehicle sellers and members.

The primary focus of these new service offerings is to maximize returns to our sellers and maximize product value to our members.

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 facilities.

We plan to continue to refine and expand our services, including offering software that can assist our sellers in expediting claims and salvage management tools that help sellers integrate their systems with ours.

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

Sales

Members

Competition

Environmental Matters

Governmental Regulations

At various

We believe that we are in compliance, in all material respects, with applicable regulatory requirements.

Seasonality

For a discussion of Legal Proceedings that affect us, refer to the Notes to Consolidated Financial Statements, [removed: *[Note] [added: [*Note] 15 — Commitments and [removed: Contingencies](#i64f33f9a3e2c4468abdcd20cc8fb8966_238)*] [added: Contingencies*](#section74)] included in elsewhere in this report.

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [removed: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [removed: | |]

For the fiscal year [removed: ended July 31, 2025][added: ended July 31, 2026]

| ☐ | [removed: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [removed: | |]

| Delaware | | [removed: | | | |] 000-23255 | | [removed: | | | |] 94-2867490 | [removed: | | | | |]

| (State or other jurisdiction of incorporation or organization) | | [removed: | | | |] (Commission File Number) | | [removed: | | | |] (I.R.S. Employer Identification No.) | [removed: | | | | |]

| 14185 Dallas Parkway | [removed: | |] Suite 300 | [removed: | |] Dallas | [removed: | |] Texas | [removed: | |] 75254 | [removed: | | | | |]

| (Address of principal executive offices, including zip code) | | | | | [removed: | | | | | | | | | | | | |]

[removed: (972) 391-5000][added: (972) 391-5000]

| Securities registered pursuant to Section 12(b) of the Act: | | | [removed: | | | | | |]

| Title of each class | [removed: | |] Trading Symbol(s) | [removed: | |] Name of each exchange on which registered | [removed: | |]

| Common Stock, par value $0.0001 | [removed: | |] CPRT | [removed: | |] The NASDAQ Global Select Market | [removed: | |]

| Large accelerated filer | [removed: | |] ☒ | | [removed: | | | |] Accelerated filer | [removed: | |] ☐ | [removed: | |]

| Non-accelerated filer | [removed: | |] ☐ | | [removed: | | | |] Smaller reporting company | [removed: | |] ☐ | [removed: | |]

| | | | [removed: | | | | | |] Emerging growth company | [removed: | |] ☐ | [removed: | |]

The aggregate market value of the voting and non-voting Common Stock held by non-affiliates of the registrant as of January 31, [removed: 2025] [added: 2026] (the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $51,160,400,303] [added: $35,722,169,296] based upon the closing sales price reported for such date on the NASDAQ Global Select Market.

As of September 25, [removed: 2025, 967,731,528] [added: 2026, 926,330,452] shares of the registrant’s common stock were outstanding.

Portions of our definitive Proxy Statement for the [removed: 2025] [added: 2026] 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: 2025,] [added: 2026,] have been incorporated by reference in Part III hereof.

For the Fiscal Year Ended July 31, [removed: 2025][added: 2026]

| | | | [removed: | | | | | | Page Number | |] [added: Page Number] |

| [PART [removed: I](#i64f33f9a3e2c4468abdcd20cc8fb8966_13) | | | | | | | |] [added: I](#part_i)] | [removed: [1](#i64f33f9a3e2c4468abdcd20cc8fb8966_13)] | | [added: 1] |

| Item 1 | | [removed: | | | | [Business](#i64f33f9a3e2c4468abdcd20cc8fb8966_19) | | | [1](#i64f33f9a3e2c4468abdcd20cc8fb8966_19) |] [added: [Business](#item_1_business)] | [added: 2] |

| | | [removed: | | | |] [Industry [removed: Overview](#i64f33f9a3e2c4468abdcd20cc8fb8966_22) | | | [3](#i64f33f9a3e2c4468abdcd20cc8fb8966_22) |] [added: Overview](#industry_overview)] | [added: 4] |

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

| | | [removed: | | | |] [Our Competitive [removed: Advantages](#i64f33f9a3e2c4468abdcd20cc8fb8966_28) | | | [5](#i64f33f9a3e2c4468abdcd20cc8fb8966_28) |] [added: Advantages](#our_competitive_advantages)] | [added: 6] |

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

| | | [removed: | | | |] [Our Service [removed: Offerings](#i64f33f9a3e2c4468abdcd20cc8fb8966_34) | | | [7](#i64f33f9a3e2c4468abdcd20cc8fb8966_34) |] [added: Offerings](#our_service_offerings)] | [added: 8] |

| | | [removed: | | | | [Sales](#i64f33f9a3e2c4468abdcd20cc8fb8966_37) | | | [11](#i64f33f9a3e2c4468abdcd20cc8fb8966_37) |] [added: [Sales](#sales)] | [added: 11] |

| | | [removed: | | | | [Members](#i64f33f9a3e2c4468abdcd20cc8fb8966_40) | | | [11](#i64f33f9a3e2c4468abdcd20cc8fb8966_40) |] [added: [Members](#members)] | [added: 12] |

| | | [removed: | | | | [Competition](#i64f33f9a3e2c4468abdcd20cc8fb8966_43) | | | [11](#i64f33f9a3e2c4468abdcd20cc8fb8966_43) |] [added: [Competition](#competition)] | [added: 12] |

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

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

| | | [removed: | | | |] [Environmental [removed: Matters](#i64f33f9a3e2c4468abdcd20cc8fb8966_52) | | | [13](#i64f33f9a3e2c4468abdcd20cc8fb8966_52) |] [added: Matters](#environmental_matters)] | [added: 14] |

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

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

| | | [removed: | | | | [Seasonality](#i64f33f9a3e2c4468abdcd20cc8fb8966_61) | | | [14](#i64f33f9a3e2c4468abdcd20cc8fb8966_61) |] [added: [Seasonality](#seasonality)] | [added: 14] |

| Item 1A. | | [removed: | | | |] [Risk [removed: Factors](#i64f33f9a3e2c4468abdcd20cc8fb8966_64) | | | [14](#i64f33f9a3e2c4468abdcd20cc8fb8966_64) |] [added: Factors](#item_1a_risk_factors)] | [added: 15] |

| Item 1B. | | [removed: | | | |] [Unresolved Staff [removed: Comments](#i64f33f9a3e2c4468abdcd20cc8fb8966_67) | | | [27](#i64f33f9a3e2c4468abdcd20cc8fb8966_67) |] [added: Comments](#item_1b_unresolved_staff_comments)] | [added: 29] |

| Item 1C. | | [removed: | | | | [Cybersecurity](#i64f33f9a3e2c4468abdcd20cc8fb8966_70) | | | [27](#i64f33f9a3e2c4468abdcd20cc8fb8966_70) |] [added: [Cybersecurity](#item_1c_cybersecurity)] | [added: 29] |

| Item 2. | | [removed: | | | | [Properties](#i64f33f9a3e2c4468abdcd20cc8fb8966_73) | | | [28](#i64f33f9a3e2c4468abdcd20cc8fb8966_73) |] [added: [Properties](#item_2_properties)] | [added: 31] |

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[Table of Contents](#toc_page)

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| [Signatures](#signatures) | | | 53 |

[Table of Contents](#toc_page)

PART I

[Table of Contents](#toc_page)

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

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

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

Our chief information security [removed: officers] [added: officer] leads our incident response team for addressing and recovering from identified cybersecurity incidents.

[Table of Contents](#toc_page)

We have [removed: 281] [added: 286] total operating facilities globally.

In Canada, we own [removed: or lease] facilities in the provinces of Ontario, Quebec, Alberta, Nova Scotia, [removed: British Columbia, Newfoundland,] and New Brunswick.

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

Purple Wave leases [removed: one location] [added: two locations] in Manhattan Kansas.

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

PART II

PART II

As of July 31, [removed: 2025,] [added: 2026,] there were [removed: 967,478,690] [added: 926,298,293] shares of our common stock issued and outstanding.

As of September 25, [removed: 2025,] [added: 2026,] we had [removed: 714] [added: 674] holders of record of our common stock.

On July 31, [removed: 2025,] [added: 2026,] the last reported sale price of our common stock on the NASDAQ Global Select Market was [removed: $45.33] [added: $29.12] per share.

The repurchases may be effected through solicited or unsolicited transactions in [removed: the open market or in] privately negotiated [removed: transactions.][added: transactions or in the open market, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.]

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

As of July 31, [removed: 2025,] [added: 2026,] the total number of shares repurchased under the program was [removed: 458,196,792,] [added: 502 million,] and subject to applicable limitations under Delaware law, [removed: 325,803,208] [added: 282 million] shares were available for repurchase under [removed: our] [added: the] program.

In fiscal [removed: 2025,] [added: year 2026,] certain employees held stock option awards that could be exercised through a cashless exercise.

For the years ended July 31, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] no employee exercised stock options through a cashless exercise.

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

There were no [removed: issuance] [added: issuances] of unregistered securities in the year ended July 31, [removed: 2025.][added: 2026.]

The following is a line graph comparing the cumulative total return to stockholders of our common stock at July 31, [removed: 2025] [added: 2026] since July 31, [removed: 2020,] [added: 2021,] 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: | | | |] Fiscal Year Ended July 31, | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | |]

| | | [removed: | | | | 2020 | | | | | |] 2021 | | | | [removed: | |] 2022 | | | | [removed: | |] 2023 | | | | [added: 2024] | | [removed: 2024] | | [added: 2025] | | | | [removed: 2025] [added: 2026] | | |

* Assumes that $100.00 was invested on July 31, [removed: 2020] [added: 2021] 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: 2025] [added: 2026] Standard & Poor's, a division of S&P Global.

For fiscal year 2026, we repurchased 43,433,164 shares of our common stock at a weighted average price of $37.63 per share totaling $1.6 billion.

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

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

| Copart, Inc. | | $ | 100.00 | | | $ | 87.14 | | | $ | 120.26 | | | $ | 142.39 | | | $ | 123.35 | | | $ | 79.24 | |

| NASDAQ Composite | | $ | 100.00 | | | $ | 85.05 | | | $ | 99.35 | | | $ | 122.82 | | | $ | 148.43 | | | $ | 179.39 | |

| NASDAQ Industrial | | $ | 100.00 | | | $ | 81.75 | | | $ | 85.41 | | | $ | 90.05 | | | $ | 108.15 | | | $ | 115.61 | |

| S&P 500 Index | | $ | 100.00 | | | $ | 95.36 | | | $ | 107.77 | | | $ | 131.64 | | | $ | 153.14 | | | $ | 183.10 | |

Our Second Amended and Restated Credit Agreement (as defined below) 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*” in the Liquidity and Capital Resources sections of this Annual Report on Form 10-K*.*

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

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

| 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 | |

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

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: 2025,] [added: 2026,] the end of the period covered by this Annual Report on Form 10-K.

Based upon this [removed: evaluations,] [added: evaluation,] our CEO and CFO have concluded that, our Disclosure Controls were effective at the reasonable assurance level as of July 31, [removed: 2025.][added: 2026.]

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

Management, including our CEO and CFO, assessed the effectiveness of the Company’s internal control over financial reporting as of July 31, [removed: 2025.][added: 2026.]

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: 2025.][added: 2026.]

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

The first stage of the system implementation included our member billing in the United [removed: States.][added: States which is now complete.]

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

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

We have audited Copart, Inc.’s internal control over financial reporting as of July 31, [removed: 2025,] [added: 2026,] 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: 2025,] [added: 2026,] 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: 2025] [added: 2026] consolidated financial statements of the Company, and our report dated September [removed: 26, 2025,] [added: 28, 2026,] expressed an unqualified opinion thereon.

The second stage consists of seller billing in the United States and is in the development stage.

September 28, 2026

September 26, 2025

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

During the three months ended July 31, [removed: 2025,] [added: 2026,] 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.

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

[removed: PART] [added: PART] III

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: 2025] [added: 2026] Annual Meeting of Stockholders (“the Proxy Statement”) not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and certain information to be included therein is incorporated herein by reference.

There were no delinquent Section 16(a) Reports during fiscal [removed: 2025.][added: 2026.]

The information contained on, or accessible through, out website is not incorporated by reference into, and does not consitute a part of, this Form 10-K.

[removed: [Table](#i64f33f9a3e2c4468abdcd20cc8fb8966_10) [of Contents](#i64f33f9a3e2c4468abdcd20cc8fb8966_10)][added: [Table of Contents](#toc_page)]

PART IV

PART IV

[removed: *(a)Financial] [added: *Financial] statements:*

Our consolidated financial statements at July 31, [removed: 2025] [added: 2026] and [removed: 2024] [added: 2025] and for each of the three years in the period ended July 31, [removed: 2025] [added: 2026] 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.

[removed: *(b)Financial] [added: *Financial] statement schedules:*

[removed: *(c)Exhibits:*][added: *Exhibits:*]

*(a)*

*(b)*

*(c)*

| | | | | [removed: | | | | | | | |] Incorporated by reference herein | | | [removed: | | | | | |]

| [removed: Exhibit Number | | | |] [added: Exhibit Number] | | Description | | [removed: | | | |] Form | | [removed: | | | |] Date | [removed: | |]

| 3.1 | | [removed: | | | |] [Amended and Restated Certificate of Incorporation of Copart, Inc.](https://www.sec.gov/Archives/edgar/data/900075/000090007522000056/amendedandrestatedcertific.htm) | | [removed: | | | |] Current Report on Form 8-K (File No. 000-23255), Exhibit No. 3.1 | | [removed: | | | |] November 2, 2022 | [removed: | |]

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

| [removed: 4.1 | | | | | | [Description of Capital Stock](https://www.sec.gov/Archives/edgar/data/900075/000090007519000022/cprt07312019-ex41.htm) | |] [added: 97.1] | | [added: [Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex971.htm)] | | Annual Report on Form 10-K (File No. 000-23255), Exhibit [removed: No. 4.1 | | | |] [added: 97.1] | | September 30, [removed: 2019 | |] [added: 2024] |

| 10.1 | [removed: | |] * | [removed: | |] [Copart Inc. 2007 Equity Incentive Plan, as Amended and Restated (2007 [removed: EIP)](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex101.htm) | | | |] [added: EIP)](https://www.sec.gov/Archives/edgar/data/900075/000119312526405731/cprt-ex10_1.htm)] | | — | | [removed: | | | |] Filed herewith | [removed: | |]

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

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

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

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

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

| 10.7 | [removed: | |] * | [removed: | |] [Form of Indemnification Agreement signed by executive officers and directors](https://www.sec.gov/Archives/edgar/data/900075/000162828023019929/formofindemnificationagree.htm) | | [removed: | | | |] Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 | | [removed: | | | |] May 26, 2023 | [removed: | |]

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

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

| 10.10 | | [removed: | | | | [Second Amended and Restated] [added: [Senior Revolving] Credit Agreement, dated as of [removed: December 21, 2021,] [added: January 23, 2026,] by and among Copart, [removed: certain] [added: Inc., the] subsidiaries of [removed: Copart.] [added: Copart, Inc. party thereto,] the lenders party thereto, and [removed: Bank of America,N.A.,] [added: Wells Fargo Bank, National Association,] as administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/900075/000090007521000043/secondamendedandrestatedcr.htm) | | | |] [added: agent.](https://www.sec.gov/Archives/edgar/data/900075/000119312526022730/d64083dex101.htm)] | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 | | [removed: | | | | December 27, 2021 | |] [added: January 26, 2026] |

| 10.11 | [removed: | | | |] [added: *] | [Executive Officer Employment Agreement, effective December 5, 2022, between the registrant and Leah Stearns](https://www.sec.gov/Archives/edgar/data/900075/000090007523000010/cprtex10executiveofficerem.htm) | | [removed: | | | |] Quarterly Report on Form 10-Q (File No. 000-23255), Exhibit No. 10 | | [removed: | | | |] February 24, 2023 | [removed: | |]

| | | | | [removed: | | | | | | | |] Incorporated by reference herein | | | [removed: | | | | | |]

| [removed: Exhibit Number | | | |] [added: Exhibit Number] | | Description | | [removed: | | | |] Form | | [removed: | | | |] Date | [removed: | |]

| [removed: 10.12 | |] [added: 10.15] | * | [removed: | |] [Outside Director Compensation Program](https://www.sec.gov/Archives/edgar/data/900075/000090007524000024/cprt07312024-ex1012.htm) | | [removed: | | | |] Annual Report on Form 10-K (File No. 000-23255), Exhibit 10.12 | | [removed: | | | |] September 30, 2024 | [removed: | |]

| [removed: 10.13 | | | |] [added: 10.16] | | [Corporate Aircraft Personal Use Policy](https://www.sec.gov/Archives/edgar/data/0000900075/000119312524065335/d760136dex101.htm) | | [removed: | | | |] Current Report on Form 8-K (File No. 000-23255), Exhibit 10.1 | | [removed: | | | |] March 12, 2024 | [removed: | |]

| 19.1 | | [removed: | | | |] [Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex191.htm) | | | | | | — | | | |] [added: Policy](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex191.htm?utm_source=chatgpt.com)] | | [removed: Filed herewith] [added: Annual Report on Form 10-K (File No. 000-23255), Exhibit 19.1] | | [added: September 26, 2025] |

| 21.1 | | [removed: | | | |] [List of subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex211.htm) | | | |] [added: Registrant](https://www.sec.gov/Archives/edgar/data/900075/000119312526405731/cprt-ex21_1.htm)] | | — | | [removed: | | | |] Filed herewith | [removed: | |]

| 23.1 | | [removed: | | | |] [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex231.htm) | | | |] [added: Firm](https://www.sec.gov/Archives/edgar/data/900075/000119312526405731/cprt-ex23_1.htm)] | | — | | [removed: | | | |] Filed herewith | [removed: | |]

| 24.1 | | [removed: | | | | Power] [added: [Power] of Attorney (included on signature [removed: page) | | | |] [added: page)](#signatures)] | | — | | [removed: | | | |] Filed herewith | [removed: | |]

| 31.1 | | [removed: | | | |] [Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex311.htm) | | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000119312526405731/cprt-ex31_1.htm)] | | — | | [removed: | | | |] Filed herewith | [removed: | |]

| 31.2 | | [removed: | | | |] [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex312.htm) | | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000119312526405731/cprt-ex31_2.htm)] | | — | | [removed: | | | |] Filed herewith | [removed: | |]

| 32.1 | [removed: | |] (1) | [removed: | |] [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex321.htm) | | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000119312526405731/cprt-ex32_1.htm)] | | — | | [removed: | | | |] Filed herewith | [removed: | |]

| 32.2 | [removed: | |] (1) | [removed: | |] [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000162828025042946/cprt07312025-ex322.htm) | | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000119312526405731/cprt-ex32_2.htm)] | | — | | [removed: | | | |] Filed herewith | [removed: | |]

| 101.INS | | [removed: | | | |] XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | [removed: | | | | | | | | | |]

| 101.SCH | | [removed: | | | |] XBRL Taxonomy Extension Schema Document | | | | | [removed: | | | | | | | | | |]

| 104 | | [removed: | | | |] Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). | | | | | [removed: | | | | | | | | | |]

| (1) | | [removed: | | | |] In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. | | | | | [removed: | | | | | | | | | |]

| | [removed: | |] COPART, INC. | | | [removed: | | | | | |]

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

Date: September [removed: 26, 2025][added: 28, 2026]

| | [removed: | |] COPART, INC. | | | [removed: | | | | | |]

| | [removed: | |] By: | | [removed: | | | |] /s/ LEAH STEARNS | [removed: | |]

| | | | [removed: | | | | | |] Leah Stearns Chief Financial Officer (Principal Financial and Accounting Officer and duly Authorized Officer) | [removed: | |]

Date: September [removed: 26, 2025][added: 28, 2026]

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

[Table of Contents](#toc_page)

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| 4.1 | | [Description of Capital Stock](https://www.sec.gov/Archives/edgar/data/900075/000119312526405731/cprt-ex4_1.htm) | | — | | Filed herewith |

[Table of Contents](#toc_page)

| | | | | | | |

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| 10.12 | * | [Transition and Separation Agreement and General Release, dated June 25, 2026, by and between the Company and Jeffrey Liaw](https://www.sec.gov/Archives/edgar/data/900075/000119312526286982/d70617dex101.htm) | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 | | June 29, 2026 |

| 10.13 | * | [Omnibus Amendment to Award Agreements under the Copart, Inc. 2007 Equity Incentive Plan, dated June 25, 2026, by and between the Company and Jeffrey Liaw](https://www.sec.gov/Archives/edgar/data/900075/000119312526286982/d70617dex102.htm) | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.2 | | June 29, 2026 |

| 10.14 | * | [Employment Agreement between the Registrant and Jane Pocock](https://www.sec.gov/Archives/edgar/data/900075/000119312526405731/cprt-ex10_14.htm) | | — | | Filed herewith |

[Table of Contents](#toc_page)

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[Table of Contents](#toc_page)

SIGNATURES

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

ok

[Table of Contents](#toc_page)

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| A. Jayson Adair | | | | |

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| /s/ DAVID J. BERGER | | Director | | September 28, 2026 |

| David J. Berger | | | | |

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

| 101.CAL | | | | | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | | | |

| 101.DEF | | | | | | XBRL Extension Definition | | | | | | | | | | | | | | |

| 101.LAB | | | | | | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | | | | | | |

| 101.PRE | | | | | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | | | | | | |

SIGNATURES

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| | | | By: | | | | | | /s/ JEFFREY LIAW | | |

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| Jeffrey Liaw | | | | | | | | | | | | | | |

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| /s/ A. JAYSON ADAIR | | | | | | Executive Chairman | | | | | | September 26, 2025 | | |

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September 26, 2025

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