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Copart Inc 8-K Filings

CPRT NASDAQ

Every 8-K that Copart Inc (CPRT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow CPRT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CPRT filings page.

Rhea-AI Summary

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.

Rhea-AI Summary

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 By the October 15 expiration, 116,818,409 shares had been validly tendered and not properly withdrawn.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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

COPART, INC. (CPRT) reports revised compensation terms for Jane Pocock in connection with her appointment as President effective August 1, 2026. The Compensation Committee approved an annual base salary of $804,000, a target annual bonus of $643,000, and equity incentives under the company’s equity plan.

Pocock will receive restricted stock units with a grant-date value of $800,000, vesting over five years, and an option to purchase 500,000 shares at Fair Market Value as of August 16, 2026, also vesting over five years. 279,000 of these options carry an additional “Premium Price Hurdle,” requiring the stock price to reach at least 125% of the exercise price and maintain that level for 20 consecutive trading days and at exercise, subject to continued employment.

Rhea-AI Summary

Copart, Inc. appointed David J. Berger to its Board of Directors effective August 13, 2026, with an initial term expiring at the 2026 annual meeting of stockholders. Berger, age 67, is a Senior Partner at Wilson Sonsini Goodrich & Rosati, which serves as Copart’s outside corporate counsel. Copart anticipates continuing to engage Wilson Sonsini for routine legal services and expects any fees payable for the fiscal year ending July 31, 2027 will not be material. Berger has no family relationships with Copart’s directors or executive officers and will participate in Copart’s outside director compensation program, and the company has entered into its standard indemnification agreement with him. A press release dated August 17, 2026 announcing his appointment is furnished as Exhibit 99.1 and not deemed filed for Exchange Act liability purposes.

Rhea-AI Summary

Copart, Inc. reported a leadership change, promoting Jane Pocock to President of Copart, effective August 1, 2026. She currently leads Copart’s United Kingdom operations and previously served as Managing Director of Copart UK after joining in January 2019, and earlier was Chief Executive of Vans Direct.

The company states there are no special arrangements, family relationships, or related-party transactions connected to her appointment under Item 404(a) of Regulation S-K. Copart furnished a press release as Exhibit 99.1 describing her track record growing the UK and Ireland business and her role in expanding Copart’s global, technology-enabled vehicle auction platform.

Rhea-AI 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.

Rhea-AI Summary

Copart, Inc. reported steady results for the third quarter of fiscal 2026. For the quarter ended April 30, 2026, revenue was $1.2 billion, up 2.1% year over year, while gross profit rose 3.7% to $572.6 million.

Net income attributable to Copart, Inc. for the quarter was $402.4 million, down 1.0% from a year earlier, but diluted earnings per share increased to $0.43 from $0.42, a 2.4% gain, helped by fewer shares outstanding. Operating income grew 2.8% to $464.3 million.

For the first nine months of fiscal 2026, revenue was $3.5 billion, essentially flat year over year, while net income attributable to Copart, Inc. edged up to $1.16 billion. Diluted EPS for the nine months was $1.20, up 1.7%, reflecting solid profitability and share repurchases.

Rhea-AI Summary

Copart, Inc. reported softer results for the quarter ended January 31, 2026. Quarterly revenue was $1.12 billion, down 3.6% from a year earlier, while gross profit fell 6.2% to $492.8 million. Net income attributable to Copart declined to $350.7 million, a 9.5% decrease, and diluted earnings per share slipped to $0.36 from $0.40, a 10.0% drop.

For the first six months of fiscal 2026, revenue was $2.28 billion, down 1.4%, while net income attributable to Copart edged up 0.7% to $754.4 million, with diluted EPS flat at $0.77. Operating cash flow remained strong at $662.8 million for the six-month period. Cash, cash equivalents, and restricted cash rose to $5.10 billion as of January 31, 2026, helped by proceeds from held-to-maturity securities, even after $218.2 million of share repurchases. The company will host a conference call to discuss these results.

Rhea-AI Summary

Copart, Inc. entered into a new unsecured senior revolving credit facility providing up to $1,250.0 million, maturing on January 23, 2031, and simultaneously terminated and repaid all amounts under its prior credit agreement. The facility includes up to $550.0 million equivalent in Pounds Sterling, Euro and Canadian Dollars, a discretionary incremental facility of up to $500.0 million, and sub-facilities of $150.0 million each for CPRT GmbH and Copart Autos España, S.L.U., and $250.0 million for Copart UK Limited. It also provides a $100.0 million swingline sublimit and a $100.0 million letter of credit sublimit. Borrowings bear interest at a fixed benchmark rate plus 0.75% to 1.125% or a daily rate plus 0.0% to 0.125%, based on Copart’s consolidated total net leverage ratio. Copart plans to use the facility for general corporate purposes, including working capital, capital expenditures, dividends, share repurchases, acquisitions and other expansion investments.

8-K
Rhea-AI Summary

Copart, Inc. filed a Form 8-K to report that it has issued a press release announcing its financial results for the first quarter of fiscal year 2026, which ended October 31, 2025. The press release is furnished, rather than filed, under Item 2.02 as Exhibit 99.1 and is not automatically incorporated into other securities law filings. The report also lists the related iXBRL cover page as Exhibit 104 and is signed on behalf of the company by Chief Financial Officer Leah Stearns.

Rhea-AI Summary

Copart, Inc. furnished a Form 8-K reporting under Item 2.02 that it issued a press release on September 4, 2025 announcing its financial results for the fourth quarter of fiscal year 2025, which ended July 31, 2025. The company states the full text of that press release is furnished as Exhibit 99.1. The filing clarifies that the disclosed information and Exhibit 99.1 are "furnished" and not "filed" under the Securities Exchange Act, and therefore are not automatically incorporated by reference into other registration statements. No financial figures, results, or narrative from the press release are included in this Form 8-K text.