Copart (CPRT) chair reports zero-price stock transfers via trusts

Rhea-AI Filing Summary

Copart, Inc. Executive Chairman A. Jayson Adair reported several indirect transfers of Copart common stock on January 20, 2026, all recorded at $0 per share and coded as transaction type G. The transactions involved 7,761 shares held by the A. Jayson Adair and Tammi L. Adair Revocable Trust and 21,200 shares each in two 2018 irrevocable family trusts.

After these moves, the filing shows indirect beneficial ownership of 14,174,859 shares in the revocable trust, 254,400 shares in Trust A and 318,000 shares in Trust B, plus additional indirect holdings through JTGJ Properties, JTGJ Investments, The Adair Foundation, and JTGJ Investments II. For JTGJ Investments, LP, Adair disclaims beneficial ownership beyond any pecuniary interest.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ADAIR A JAYSON

(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
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		G		7,761	D	$0	14,174,859	I	A. Jayson Adair and Tammi L. Adair Revocable Trust(1)
Common Stock	01/20/2026		G		21,200	D	$0	254,400	I	2018 Willis and Reba Johnson Irrevocable Trust A, UAD 12/21/2018(2)
Common Stock	01/20/2026		G		21,200	D	$0	318,000	I	The 2018 Willis and Reba Johnson Irrevocable Trust B, UAD 12/21/2018(2)
Common Stock								5,000	I	JTGJ Properties, LP
Common Stock								1,839,312	I	JTGJ Investments, LP(3)
Common Stock								1,920,000	I	The Adair Foundation
Common Stock								8,000,000	I	JTGJ Investments II, LP

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

Explanation of Responses:

1. Reflects Shares held by A. Jayson Adair and Tammi L. Adair Revocable Trust, of which the reporting person and the reporting person's spouse are trustees.

2. Reflects shares held by an irrevocable trust for the benefit of the reporting person's immediate family, for which the reporting person serves as trustee.

3. Reflects shares held by JTGJ Investments, LP, a Texas limited partnership ("JTGJ"), of which (a) Adair Ventures, LLC is the general partner, of which the reporting person and the reporting person's wife are the members, and (b) the reporting person and the reporting person's wife are the limited partners. The reporting person disclaims beneficial ownership of the issuer's common stock held by JTGJ except to the extent of his pecuniary interest, if any, therein.

Remarks:

	/s/ D. Joseph Meister, attorney-in-fact	01/22/2026
	** 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 insider activity did CPRT Executive Chairman A. Jayson Adair report?

The filing shows non-derivative transactions coded G on January 20, 2026, involving transfers of Copart common stock held indirectly through a revocable trust and two 2018 irrevocable family trusts, all reported at $0 per share.

How many Copart (CPRT) shares were transferred in the reported Form 4?

The transactions cover 7,761 shares in the A. Jayson and Tammi L. Adair Revocable Trust and 21,200 shares each in two separate 2018 irrevocable family trusts, all classified as code G transfers.

What are A. Jayson Adairs indirect Copart share holdings after these transactions?

After the reported transactions, the filing lists indirect holdings of 14,174,859 shares in the revocable trust, 254,400 shares in the 2018 Irrevocable Trust A, and 318,000 shares in the 2018 Irrevocable Trust B, plus additional shares through JTGJ Properties, JTGJ Investments, The Adair Foundation, and JTGJ Investments II.

How are trusts and partnerships involved in CPRT insider A. Jayson Adairs holdings?

The filing explains that shares are held by a revocable trust for Adair and his spouse, irrevocable family trusts for his immediate family where he is trustee, and entities such as JTGJ Investments, LP, Adair-related partnerships, and The Adair Foundation.

Does A. Jayson Adair fully own the Copart shares held by JTGJ Investments, LP?

No. The footnote states that the shares are held by JTGJ Investments, LP, and Adair disclaims beneficial ownership of Copart common stock held by JTGJ except to the extent of his pecuniary interest, if any.

Were any cash proceeds reported from these CPRT insider transactions?

The reported transactions are shown at a price of $0 per share, indicating no cash consideration was recorded for the transfers in this Form 4.