Sentences and paragraphs of CPRT's Risk Factors and MD&A, 10-K 2026-09-29 against 10-K 2025-09-26.
Each links to the text at sec.gov.
AddedRisk Factors
will take actions in violation of our policies or applicable law, for which we may be ultimately held responsible. Any allegation of violations of or violation of the applicable anti-bribery and anti-corruption laws could subject us to whistleblower complaints, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, and other civil and criminal penalties, all of which could have a material adverse effect on our consolidated operating results and financial position. Responding to any investigation or action could result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedRisk Factors
In the United States, California has enacted the California Consumer Privacy Act, as amended (“CCPA”) and numerous similar recently enacted laws create new data privacy rights for individuals. Other evolving legislation relating to privacy and cybersecurity at the federal, state, and local levels also may, or may be argued to, apply to us. Additionally, certain of our commercial partners, including payment card companies, have imposed data security standards or other obligations relating to privacy, data protection, or data security upon us, and others may do so in the future. We also may be, or may be argued to be, subject to industry standards or other actual or asserted obligations relating to privacy, data protection, and cybersecurity. We strive to comply with applicable laws, regulations, policies, and contractual and other legal obligations relating to privacy, data protection, and cybersecurity. These legal, contractual, and other actual and asserted obligations are, however, evolving rapidly, may be interpreted and applied in new ways and/or in manners that are inconsistent, and may conflict with other obligations or our practices.
Read it in 10-K 2026-09-29 at sec.gov ↗
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AddedRisk Factors
Our development and use of artificial intelligence and machine learning technologies present operational, legal, competitive, and reputational risks that could adversely affect our business, consolidated results of operations, and financial position.
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedRisk Factors
We increasingly incorporate artificial intelligence, machine learning, and generative artificial intelligence technologies into our operations, products, and services, including in areas such as [vehicle image capture and condition assessment, total loss and valuation determinations, pricing and analytics, fraud detection, member and customer support, and internal productivity tools]. These technologies are complex, rapidly evolving, and involve significant uncertainty. Competitors or new market entrants may develop or deploy them more quickly or effectively than we do, eroding our competitive position, and if our investments do not perform as expected or we cannot integrate them in a timely, cost-effective, secure, or responsible manner, we may not realize the efficiencies, revenue, or other benefits we anticipate.
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedRisk Factors
Artificial intelligence is also the subject of rapidly evolving and fragmented laws, regulations, and industry standards in the United States and internationally, addressing transparency, data usage, automated decision-making, consumer protection, and discrimination. These requirements are uncertain, may conflict across jurisdictions, and may require us to change our practices, restrict our ability to develop or deploy these technologies, or increase our compliance costs and liability. Our failure to meet our responsibilities—or similar failures by the third-party providers that incorporate these tools into the products and services they provide us—could subject us to reputational harm, regulatory investigations or enforcement actions, fines and civil penalties, or litigation.
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedRisk Factors
Because the models, algorithms, and datasets these technologies rely on may be flawed, incomplete, or biased, their outputs may be inaccurate, unreliable, or otherwise harmful, including in unintended or discriminatory ways. Certain of our uses directly affect transaction outcomes for vehicle sellers and buyers, errors, defects, or malfunctions, or their misuse by our personnel, which could result in operational disruptions, flawed business decisions, degraded sale outcomes, disputes or litigation, and harm to our reputation and our relationships with insurance companies and other significant vehicle sellers. Our use of these technologies may also increase the risk that our confidential information or our customers' personal information is inadvertently disclosed, used to train third-party models, or otherwise made available to others, and intellectual property rights in the outputs may be uncertain or unenforceable, we may not own those outputs, and our use of these technologies and their training data may subject us to infringement or misappropriation claims. Any of the foregoing risks, individually or in the aggregate, could have a material adverse effect on our business, consolidated results of operations, and financial position.
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedMD&A
On September 10, 2026, the Company entered into a definitive merger agreement to acquire ACV for $10.50 per share, net to the seller in cash, without interest, subject to any required withholding of taxes, representing an implied equity value of approximately $1.9 billion. The transaction is expected to close by the end of calendar year 2026. The consummation of such transaction is subject to the tender of a majority of the outstanding shares of ACV common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions.
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedMD&A
The following table presents a comparison of service revenues for fiscal 2026, 2025, and 2024:
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedMD&A
The following table presents a comparison of vehicle sales for fiscal 2026, 2025, and 2024:
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedMD&A
The following table presents a comparison of facility operations expense for fiscal 2026, 2025, and 2024:
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedMD&A
The following table presents a comparison of cost of vehicle sales for fiscal 2026, 2025, and 2024:
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedMD&A
The following table presents a comparison of general and administrative expenses for fiscal 2026, 2025, and 2024:
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedMD&A
The following table summarizes total other expenses and income taxes for fiscal 2026, 2025, and 2024:
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedMD&A
On January 23, 2026, we entered into the 2026 Credit Agreement by and among Copart, certain subsidiaries of Copart party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent. The 2026 Credit Agreement provides for an unsecured revolving credit facility in an aggregate principal amount of up to $1,250 million, including subfacilities for standby letters of credit and swingline loans. The 2026 Credit Agreement matures on January 23, 2031. The 2026 Credit Agreement replaced the previous secured credit facility under the credit agreement dated December 21, 2021 by and among Copart, certain subsidiaries of Copart party thereto, the lenders party thereto, and Bank of America, N.A., as the administrative agent (the “Second Amended and Restated Credit Agreement”), which was scheduled to mature on December 21, 2026.
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedMD&A
Borrowings under the 2026 Credit Agreement bear interest based on Copart’s option, either (1) the applicable fixed rate plus 0.75% to 1.125% or (2) the daily rate plus 0.0% to 0.125%, in each case, depending on Copart’s consolidated total net leverage ratio. Additionally, the unused revolving commitments under the 2026 Credit Agreement are subject to the payment of a customary commitment fee at a range of 0.05% to 0.125%, depending on Copart’s consolidated total net leverage ratio. As of July 31, 2026, the Company had outstanding letters of credit of $22.5 million and the unused capacity of $1,227.5 million was available to us.
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedMD&A
In connection with entering into the 2026 Credit Agreement, we incurred $1.5 million in costs, which were capitalized as debt issuance fees. The debt issuance cost is amortized to interest expense over the term of the debt instrument and is included in other assets on the consolidated balance sheet.
Read it in 10-K 2026-09-29 at sec.gov ↗
AddedMD&A
On September 22, 2011, our Board of Directors approved a 320 million share increase in our stock repurchase program, bringing the total current authorization to 784 million shares. The repurchases may be effected through solicited or unsolicited transactions in the open market, including under plans complying with Rule 10b5-1, or in privately negotiated transactions. No time limit has been placed on the duration of the stock repurchase program. Subject to applicable securities laws, such repurchases will be made at such times and in such amounts as we deem appropriate and may be discontinued at any time. For fiscal year 2026, we repurchased 43,433,164 shares of our common stock under the program at a weighted average price of $37.63 per share totaling $1.6 billion. As of July 31, 2026, the total number of shares repurchased under the program was 502 million, and subject to applicable limitations under Delaware law, 282 million shares were available for repurchase under the program.
Read it in 10-K 2026-09-29 at sec.gov ↗