[Form 4] COPART INC Insider Trading Activity

Rhea-AI Filing Summary

Copart Inc. (CPRT) director Thomas N. Tryforos reported exercising stock options and simultaneously selling the underlying shares on 09/15/2025. The Form 4 shows Tryforos acquired 228,840 shares by exercising options at an exercise price of $4.91 per share and sold 228,840 shares at a weighted average price of $47.54 per share (sales ranged from $47.38 to $47.70). Following these transactions the reporting person beneficially owned 0 shares. The filing was signed by an attorney-in-fact on 09/17/2025 and references the company’s 2007 Equity Incentive Plan and prior option adjustments due to stock splits.

Positive

• Full disclosure of exercise and sale details, including weighted average sale price and price range
• Compliance with Section 16 reporting requirements; form is signed and includes explanatory notes about option adjustments

Negative

• Reporting person beneficially owns 0 shares after the transactions, eliminating direct insider equity stake disclosed here
• Large disposition of 228,840 shares may reduce any perceived insider-aligned ownership from this director

Insights

Securities Analyst

TL;DR: Director exercised options and sold the entire resulting position, realizing a substantial spread between exercise and sale prices.

The filing documents a routine option exercise followed by an immediate disposition of 228,840 shares, producing a large per-share gain given the $4.91 exercise price versus a ~$47.54 weighted sale price. This is a straightforward liquidity event rather than an operational signal from the company; the immediate sale resulted in zero beneficial ownership, so no continuing insider holding remains to signal confidence.

Corporate Governance Expert

TL;DR: Form 4 shows compliant, timely disclosure of an option exercise and sale that leaves the director with no direct holdings.

The report appears complete and includes a range of sale prices and explanatory notes about option adjustments for past stock splits and vesting schedule. From a governance perspective, disclosure was made and the transaction was signed by an attorney-in-fact, indicating procedural compliance. The filing does not provide any additional commentary or insider intent.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TRYFOROS THOMAS N

(Last) (First) (Middle)

C/O COPART, INC. 14185 DALLAS PARKWAY

SUITE 300

(Street)

DALLAS TX 75254

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COPART INC [ CPRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		M		228,840	A	$4.91	228,840	D
Common Stock	09/15/2025		S		228,840	D	$47.54(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option(2)(3)	$4.91	09/15/2025		M			228,840	(4)	12/02/2025	Common Stock	228,840	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.38 to $47.70, inclusive. The reporting person undertakes to provide to Copart, Inc., any security holder of Copart, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

2. 2007 Equity Incentive Plan

3. This option was previously reported as an option for 40,000 shares of common stock at an exercise price of $39.28 per share, but was adjusted to reflect the separate 2 for 1 stock splits in the form of stock dividends made by Copart on April 3, 2017, November 2, 2022, and August 21, 2023, respectively.

4. One half of the options vested on the first anniversary of the date of grant and the balance vested on a monthly basis over the 12 months succeeding such first anniversary.

Remarks:

	/s/ Paul K. Kirkpatrick attorney-in-fact	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Thomas N. Tryforos report on Form 4 for CPRT?

The filing reports an exercise of options to acquire 228,840 shares at $4.91 per share and the sale of 228,840 shares at a weighted average price of $47.54 on 09/15/2025.

How many Copart (CPRT) shares does the reporting person own after this Form 4?

The Form 4 indicates the reporting person beneficially owned 0 shares following the reported transactions.

What price range were the sold CPRT shares executed at?

Sales were executed at prices ranging from $47.38 to $47.70, with a weighted average reported at $47.54.

Was the option exercise part of a named plan?

Yes; the filing references the 2007 Equity Incentive Plan and notes prior adjustments for stock splits.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Paul K. Kirkpatrick, attorney-in-fact, on 09/17/2025.