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CEO shift at Copart (NASDAQ: CPRT) as Jay Adair returns to lead

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Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

Copart, Inc. announced a planned CEO transition. Executive Chairman A. Jayson (Jay) Adair will become Chief Executive Officer and principal executive officer effective July 31, 2026, succeeding Jeffrey Liaw, who will step down as CEO and resign from the Board on that date.

The company states that Mr. Liaw’s resignation is not due to any disagreement over financial reporting, policies, or practices. He will serve as a senior advisor to Mr. Adair and provide customer-focused transition services through July 31, 2027.

Under a Transition and Separation Agreement, Mr. Liaw is eligible for a $450,000 lump-sum cash payment, $200,000 paid during the transition period, and a further $250,000 subject to conditions, plus continued and accelerated vesting and extended exercise periods for certain equity awards, a fiscal 2026 bonus, and 20 hours of private aircraft usage.

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Insights

Orderly CEO transition with structured incentives and continuity.

Copart outlines a leadership change where Executive Chairman Jay Adair returns as CEO while outgoing CEO Jeff Liaw becomes a senior advisor through July 31, 2027. The company explicitly notes no disagreement on financial reporting or policies.

The Transition Agreement provides cash payments of $450,000, $200,000 during the transition, and a potential $250,000, plus equity vesting and option exercise extensions. These terms appear designed to keep Liaw engaged and align him during the transition rather than indicating distress.

The impact on long-term performance will depend on execution under Adair’s renewed leadership and how effectively Liaw’s advisory role supports customer relationships over the transition period. Future filings may detail any resulting strategic or operational shifts.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Lump-sum payment to Liaw $450,000 Cash payment under Transition Agreement, subject to withholding
Transition-period payments $200,000 Paid during Transition Period between July 31, 2026 and July 31, 2027
Post-employment payment $250,000 Conditional cash payment after Transition Period and release
Private aircraft usage 20 hours Aircraft usage provided to Jeff Liaw as part of benefits
Transition Period end date July 31, 2027 End of Senior Advisor role for Jeff Liaw
Option exercise outer date April 1, 2032 Alternative latest option exercise date if conditions met
Units sold last year More than 4 million units Vehicles sold globally in the last year
Global locations Over 250 locations Operational sites across 11 countries
Transition and Separation Agreement and General Release financial
"the Company and Mr. Liaw entered into a Transition and Separation Agreement and General Release"
Omnibus Amendment to Award Agreements financial
"Omnibus Amendment to Award Agreements under the Copart, Inc. 2007 Equity Incentive Plan"
performance-based portion of stock options financial
"eliminate the price hurdles applicable to the performance-based portion of stock options granted"
accelerated vesting financial
"full accelerated vesting of Mr. Liaw’s then-remaining outstanding Company equity awards"
A contract feature that makes stock awards, options, or restricted shares become owned or exercisable earlier than the original schedule. It shortens or cancels the waiting period so recipients can sell, transfer, or exercise their equity sooner — think of a timed lock that is unlocked ahead of schedule. It matters to investors because it changes when shares enter the market, who controls them, and how much dilution or ownership concentration happens.
forward-looking statements financial
"This press release contains forward-looking statements within the meaning of federal securities laws."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What CEO change did Copart (CPRT) announce in this 8-K?
Copart announced that Executive Chairman Jay Adair will become Chief Executive Officer on July 31, 2026, replacing Jeff Liaw. Liaw will step down as CEO and director on that date but remain with the company in an advisory role during a defined transition period.

What role will outgoing CEO Jeff Liaw have at Copart (CPRT) after July 31, 2026?
After July 31, 2026, Jeff Liaw will serve as a Senior Advisor to Jay Adair, providing customer-focused transition services until July 31, 2027. This defined transition period is intended to support leadership continuity and maintain key relationships while the new CEO resumes operational leadership.

What cash payments is Jeff Liaw entitled to under Copart’s Transition Agreement?
Jeff Liaw is eligible for a $450,000 lump-sum payment and $200,000 during the transition period, both subject to tax withholding. If conditions are met, he may receive an additional $250,000, along with specified equity-related benefits and continued participation in Copart’s fiscal 2026 bonus program.

How does Copart (CPRT) treat Jeff Liaw’s equity awards in the CEO transition?
Copart will waive the 10-year holding period on certain restricted stock units and remove price hurdles on specified performance-based stock options. His existing equity awards continue to vest during the transition, with potential full accelerated vesting of remaining awards that vest on or before April 1, 2027.

Did Copart indicate any disagreement behind Jeff Liaw’s resignation as CEO?
Copart stated that Jeff Liaw’s decision to resign as Chief Executive Officer and director was not the result of any disagreement regarding the company’s financial reporting, policies, or practices. This language signals an orderly leadership change rather than a dispute-driven departure, based on the company’s disclosure.

What additional benefits does Copart provide Jeff Liaw beyond cash and equity?
In addition to cash payments and equity-related adjustments, Copart will provide Jeff Liaw with 20 hours of private aircraft usage. The agreement also extends his stock option exercise period under defined conditions, giving him more time to exercise eligible options following his separation from active service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
COPART INC false 0000900075 0000900075 2026-06-23 2026-06-23
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2026

 

 

COPART, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   000-23255   94-2867490

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

14185 Dallas Parkway

Suite 300

Dallas, Texas 75254

(Address of principal executive offices, including zip code)

(972) 391-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   CPRT   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Section 5 – Corporate Governance & Management

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CEO Transition

On June 29, 2026, Copart, Inc. (the “Company”) announced that its Board of Directors (the “Board”) appointed A. Jayson Adair, the Company’s current Executive Chairman, as Chief Executive Officer and principal executive officer (the “CEO Transition”), effective as of July 31, 2026 (the “Transition Date”). Mr. Adair succeeds Jeffrey Liaw, who will step down as Chief Executive Officer and principal executive officer and will resign from the Board, each effective as of the Transition Date. Mr. Liaw’s decision to resign was not the result of any disagreement with the Company regarding its financial reporting, policies or practices.

The Company has previously disclosed the biographical information of Mr. Adair in its filings with the Securities and Exchange Commission (“SEC”), and there are no material changes to such information. There are no arrangements or understandings between Mr. Adair and any other person pursuant to which Mr. Adair was selected as Chief Executive Officer. Mr. Adair is the son-in-law of Wills J. Johnson, the Company’s Chairman of the Board. Except as disclosed in the section entitled “Related Person Transactions and Delinquent Section 16(a) Reports” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on October 24, 2025, which disclosure related to Mr. Adair is incorporated herein by reference, Mr. Adair does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Transition and Separation Agreement and General Release

In connection with the CEO Transition, the Board approved, and the Company and Mr. Liaw entered into a Transition and Separation Agreement and General Release, dated June 25, 2026 (the “Transition Agreement”). The Transition Agreement provides that, commencing on the Transition Date, Mr. Liaw will become a Senior Advisor to Jay Adair and will provide customer-focused transition services to the Company until July 31, 2027 (as such date may be extended, the “Separation Date”). The period between the Transition Date and the Separation Date is referred to as the “Transition Period.”

Subject to timely execution and non-revocation of the Transition Agreement (which includes a general release), the Transition Agreement provides that Mr. Liaw will be entitled to receive (i) a lump sum payment equal to $450,000, less applicable tax withholding, and (ii) $200,000 during the Transition Period, less applicable tax withholding. In addition, the Company has agreed to waive the 10-year holding period applicable to the restricted stock units granted to Mr. Liaw on April 1, 2022 and to eliminate the price hurdles applicable to the performance-based portion of stock options granted to Mr. Liaw on March 9, 2021 and April 1, 2022, each effective as of the Transition Date. In addition, the Company has agreed to pay Mr. Liaw his fiscal 2026 bonus in accordance with the Company’s executive bonus plan and provide Mr. Liaw with 20 hours of private aircraft usage. Mr. Liaw’s existing equity awards will continue to vest during the Transition Period.

Subject to timely execution and non-revocation of the post-employment release, and provided that Executive’s employment is not terminated under certain circumstances prior to the Separation Date, Mr. Liaw is entitled to receive (i) $250,000, less applicable tax withholding, (ii) an extension of the post-termination exercise period of his unexercised stock options to the earlier of (x) the tenth (10th) anniversary of the applicable date of grant and (y) two years from the Separation Date (the “Option Amendment”), (iii) full accelerated vesting of Mr. Liaw’s then-remaining outstanding Company equity awards (which fully vest on or before April 1, 2027) and (iv) any remaining payments or benefits described in the foregoing paragraph that have not already been paid or provided. If the Company terminates Mr. Liaw’s services other than due to a Disqualifying Reason (as defined in the Transition Agreement), the Option Amendment shall extend the post-termination exercise period of his unexercised stock options to the earlier of (x) the tenth (10th) anniversary of the applicable date of grant and (y) April 1, 2032.

As consideration for these severance benefits, Mr. Liaw will be required to comply with his obligations under the Transition Agreement, including confidentiality, non-competition, non-disparagement and non-solicitation obligations.

The foregoing descriptions of the Transition Agreement and Omnibus Amendment to Award Agreements do not purport to be complete and are qualified in their entirety by reference to the text of the Transition Agreement and Omnibus Amendment to Award Agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Section 7 – Regulation FD

 

Item 7.01

Regulation FD Disclosure

On June 29, 2026, the Company issued a press release announcing the leadership changes described in this Current Report on Form 8-K. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and such information shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Section 9 - Financial Statements and Exhibits

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number   Description
10.1   Transition and Separation Agreement and General Release, dated June 25, 2026, by and between the Company and Jeffrey Liaw
10.2   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
99.1   Press release, dated June 29, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    COPART, INC.
Dated: June 29, 2026  
    By:  

/s/ Leah Stearns

     

Leah Stearns, Chief Financial Officer

(Principal Financial and Accounting Officer and duly Authorized Officer

Exhibit 99.1

Copart, Inc.

For Immediate Release

Copart Announces CEO Transition

Dallas, Texas June 29, 2026 — Copart, Inc. (NASDAQ: CPRT) today announced that Jeff Liaw will step down as Chief Executive Officer and director, effective July 31, 2026. The Board has appointed Executive Chairman Jay Adair — who previously led Copart as CEO — to resume the role of Chief Executive Officer effective July 31, 2026. Mr. Liaw will support the transition as Special Advisor to Mr. Adair.

“Jeff has provided Copart with extraordinary leadership over the past decade — first as CFO, then President, and finally as our third-ever CEO,” said Mr. Adair. “Under his stewardship the Company achieved all-time high transaction values, average selling prices, and auction liquidity. As a result, we are the trusted platform for insurance and commercial consignors all over the world. On behalf of everyone at Copart, I thank Jeff and wish him well.”

Liaw said, “Leading Copart has been the privilege of a professional lifetime. I’m grateful to the Company for affording me the opportunity, for the customers who have entrusted us with their business, and for my teammates all over the world whose tireless efforts enable us to serve our customers and members so well. I wish Copart and Jay the very best in the next chapter ahead and look forward to contributing to the Company’s future success.”

About Copart

Copart, Inc., founded in 1982, is a global leader in online vehicle auctions. Copart’s innovative technology and online auction platforms connect vehicle consignors to approximately 1 million members in over 185 countries. Copart offers a comprehensive suite of vehicle remarketing services to insurance companies, financial institutions, dealers, rental car companies, charities, fleet operators, and individuals, and offers vehicles via auction to dealers, dismantlers, rebuilders, exporters, and the general public. With operations at over 250 locations in 11 countries, Copart sold more than 4 million units in the last year. Copart currently operates in the United States (Copart.com), Canada (Copart.ca), the United Kingdom (Copart.co.uk), Brazil (Copart.com.br), the Republic of Ireland (Copart.ie), Germany (Copart.de), Finland (Copart.fi), the United Arab Emirates, Oman and Bahrain (Copartmea.com), and Spain (Copart.es). For more information, or to become a Member, visit Copart.com/register.

Cautionary Note About Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements are subject to substantial risks and uncertainties. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected or implied by our statements and comments. For a more complete discussion of the risks that could affect our business, please review the “Management’s Discussion and Analysis” and the other risks identified in Copart’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as filed with the Securities and Exchange Commission. We encourage investors to review these disclosures carefully. We do not undertake to update any forward-looking statement that may be made from time to time on our behalf.

 

Contact:

Copart Investor Relations

 

investor.relations@copart.com

Source: View Original Filing on SEC EDGAR

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