COPART (CPRT) SEC Filings

Copart asks stockholders to vote at its December 1, 2026 annual meeting on 12 director nominees, an advisory executive-compensation vote, ratification of Ernst & Young LLP for fiscal 2027, an amended and extended 2007 Equity Incentive Plan, and a CEO performance award for A. Jayson Adair.

Subject to stockholder approval, the proposed plan would permit a maximum aggregate 35,000,000 shares, less shares subject to equity awards granted after the proxy statement date, and would continue through the tenth anniversary of the 2026 annual meeting unless terminated earlier. The standalone CEO performance award is also subject to stockholder approval. Copart reported fiscal 2026 revenue of $4.7 billion, its highest in company history, and international unit-volume growth of 3.7%. Total liquidity was $5.7 billion as of July 31, 2026, including $4.5 billion in cash and Treasury securities and $1.22 billion of undrawn revolving-credit capacity, with no debt outstanding. On October 16, 2026, Copart acquired ACV Auctions in an all-cash transaction funded from cash on hand.

Copart Inc. Chairman of the Board Willis J. Johnson reported two indirect transfers of 3,090,000 shares each on October 9, 2026. The Willis J. Johnson and Reba Johnson Revocable Trust transferred one block to a separate trust for which his wife serves as trustee and another to the 2026 Willis Johnson Qualified Annuity Trust, which received 3,090,000 shares. The revocable trust reported 44,502,321 shares after the latter transfer. Willis and Reba's Foundation also made a 129,200-share gift on December 10, 2025, with 1,130,349 shares held afterward.

Copart Inc. director Diane M. Morefield sold 20,000 shares of common stock on October 15, 2026, at a weighted average price of $27.66 per share. The shares were sold in multiple transactions at prices ranging from $27.64 to $27.70, inclusive. She directly held 50,000 shares following the sale. No Rule 10b5-1 plan is reported.

Copart, Inc. approved a nonstatutory option for CEO A. Jayson Adair to purchase 20,000,000 common shares on October 14, 2026, outside the 2007 Equity Incentive Plan. The award requires stockholder approval at the 2026 Annual Meeting or a special meeting afterward; no portion may be exercised before approval, and failure to obtain approval forfeits the option. The option has a 10-year term divided into four 5,000,000-share tranches, with exercise prices of $26.27, $35.03, $43.78 and $52.54 per share.

The option vests on the fifth anniversary, subject to Adair's continued service as CEO, with stated exceptions for death, disability and a change in control. Except for certain perquisite programs approved by the Compensation Committee, the option is intended to be his only substantive cash or equity compensation for the following 10 years; his expected salary is $1 annually, with no expected bonus or additional equity awards. Vested shares are subject to a clawback of 10% of the shares for each whole or partial year of the 10-year term following CEO termination. Shares received upon exercise with a value equal to the gain recognized upon exercise, net of taxes, are subject to a holding period through the term.

Copart, Inc. (CPRT) completed its acquisition of ACV Auctions Inc. on October 16, 2026, with ACV continuing as a wholly owned subsidiary. Copart’s wholly owned subsidiary Apple Merger Sub completed a cash tender offer at $10.50 per share. By the October 15 expiration, 116,818,409 shares had been validly tendered and not properly withdrawn. Together with shares already owned by Copart and Merger Sub, these represented approximately 68.43% of ACV shares outstanding.

All tender-offer conditions were satisfied or waived, and Merger Sub accepted the tendered shares for payment. The merger closed under Section 251(h) of the Delaware General Corporation Law without an ACV stockholder meeting. Each remaining share eligible for merger consideration converted into a right to receive $10.50 in cash, without interest and subject to tax withholding. ACV shares ceased trading on the New York Stock Exchange, and ACV continues as an independent subsidiary led by its existing leadership team.

Copart Inc. director Diane M. Morefield filed a notice of proposed sale of 20,000 common shares, listing an aggregate market value of $551,290 and an approximate sale date of October 15, 2026. Charles Schwab Corporation is listed as the broker. The notice states that the 20,000 shares were acquired through a stock option exercise on December 23, 2024; Morefield’s remarks identify her as grantor for The Diane M. Morefield Irrevocable Trust.

Copart reported fiscal 2026 results, including revenue of $4.7 billion and operating income of $1.7 billion. Service revenue was $3,969.520 million, unchanged year over year at 0.0%, while vehicle sales were $696.689 million, up 2.7%. U.S. service revenue declined 1.8% to $3,388.287 million, offset by international growth of 12.4% to $581.233 million.

On September 10, 2026, Copart entered a definitive agreement to acquire ACV Auctions Inc. for $10.50 per share, net to the seller in cash, without interest and subject to any required withholding of taxes, implying an equity value of approximately $1.9 billion. Closing is expected by the end of calendar year 2026, subject to a tender of a majority of ACV's outstanding common shares, expiration or termination of the Hart-Scott-Rodino waiting period, and other customary conditions.

Copart repurchased 43,433,164 shares in fiscal 2026 at a weighted average price of $37.63 per share, totaling $1.6 billion. Cash, cash equivalents and restricted cash were $1,907.901 million as of July 31, 2026, and $1,227.5 million of unused revolving credit capacity was available on that date. Operating cash flow was $1,604.492 million, down 10.8% year over year; Copart reported compliance with its financial covenants.

Copart, Inc. (CPRT) announced a definitive agreement to acquire ACV Auctions Inc. through a cash tender offer at $10.50 per share, implying an equity value of about $1.9 billion. A wholly owned Copart subsidiary will launch the offer to acquire all outstanding ACV common shares, followed by a back-end merger under Section 251(h) of Delaware law so ACV becomes a wholly owned subsidiary.

The offer requires at least a majority of ACV shares (including any already owned by Copart and its subsidiary), expiration or termination of the Hart-Scott-Rodino waiting period, absence of blocking injunctions, and other customary conditions, and is not subject to any financing condition. At closing, ACV stockholders will receive $10.50 in cash per share in both the tender offer and the subsequent merger. In-the-money vested stock options will be cashed out, underwater options will be cancelled, and unvested options, RSUs and PSUs will convert into Copart equity awards using an Exchange Ratio; certain director and former-service-provider RSUs will fully vest for cash. Copart plans to fund the transaction entirely with cash on hand and expects closing by calendar year-end 2026, after which ACV will operate as an independent subsidiary with its existing leadership team.

COPART, INC. (CPRT) reported mixed results for the quarter and year ended July 31, 2026, with modest revenue growth but lower profitability.

For the fourth quarter, revenue was $1.15 billion, up 2.4%, while gross profit fell 5.5% to $481.4 million and net income attributable to Copart declined 17.4% to $327.4 million. Diluted EPS decreased from $0.41 to $0.35, a 14.6% decline, as total operating expenses rose 10%.

For the full year, revenue was $4.67 billion (up 0.4%), but net income attributable to Copart decreased 4.4% to $1.48 billion and diluted EPS slipped to $1.55 from $1.59. Operating cash flow remained strong at $1.60 billion, while Copart repurchased $1.63 billion of common stock and ended the year with $1.91 billion in cash and $2.58 billion in held-to-maturity securities.