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CPRTCopart

Industrials · Auto Dealers · Nasdaq
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The 10-K against last year's

77 changes: 24 added, 7 removed, 46 reworded

10-K Sep 29, 2026 vs Sep 26, 2025
Risk FactorsRedline ↓
18.5%
of the text changed · 11,895 words now
17.3%
of the text changed · 5,876 words now
Legal ProceedingsRedline ↓
57.5%
of the text changed · 489 words now
Accounting PoliciesRedline ↓
31.9%
of the text changed · 4,121 words now

10-K 0001193125-26-405731 (2026-09-29) vs 10-K 0001628280-25-042946 (2025-09-26)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Accounting Policies 438 words changed in this paragraph; it is 42% similar to last year's version.
will not be different from what is reflected in the historical income tax provisions and accruals. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Net Income Per Share Basic net income per share amounts were computed by dividing net income attributable to Copart, Inc. by the weighted average number of common shares outstanding during the period. Diluted net income per share amounts were computed by dividing net income attributable to Copart, Inc. by the weighted average number of common shares outstanding plus dilutive potential common shares calculated for stock options, restricted stock, restricted stock units, and performance stock units outstanding during the period using the treasury stock method. Redeemable Noncontrolling Interest Redeemable noncontrolling interests represent a 20% noncontrolling ownership in Purple Wave, a consolidated subsidiary of the Company. Redeemable noncontrolling interests are presented outside of permanent equity on the consolidated balance sheets as they are redeemable by the holders of the noncontrolling interest and the redemption is outside the control of the Company. The redeemable noncontrolling interests were initially recorded at their issuance date fair value of $25.2 million. We record the carrying amount of the redeemable noncontrolling interests at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensive income or loss, and dividends or (ii) the redemption value. For interests that are redeemable in the future, we recognize changes in the redemption value immediately as they occur. Shares are redeemable at adjusted fair value from the third anniversary of the acquisition through the 10th anniversary of acquisition, acquisition and are redeemable at fair value thereafter. Cash, Cash Equivalents, and Restricted Cash and Investments The Company considers all highly liquid investments purchased with original maturities of three months or less at the time of purchase to be cash equivalents. Cash, cash equivalents, and restricted cash include cash held in checking, certificates of deposit, U.S. Treasury Bills, and money market accounts. The Company periodically invests its excess cash in money market funds and U.S. Treasury Bills. The Company’s cash, cash equivalents, and restricted cash are placed with high credit quality financial institutions. The Company has held to maturity securities comprised of U.S. Treasury Bills. These investments are classified as held to maturity as the Company has the intent and ability to hold these investments until they mature. The held to maturity securities mature within the next 12 months. The table below shows the amortized cost, associated gross unrealized gains and associated fair value of held to maturity securities (in thousands). July 31, 2026 (In thousands) Amortized Cost Gross Unrealized Gains Fair Value ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Investment in held to maturity securities $ 2,581,901 $14,985 $2,596,886 July 31, 2025 (In thousands) Amortized Cost Gross Unrealized Gains Fair Value ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Investment in held to maturity securities $ 2,008,539 $15,575 $2,024,114 Inventory Inventories of purchased vehicles are stated at the lower of cost or estimated realizable value. Cost includes the Company’s cost of acquiring ownership of the vehicle. The cost of vehicles sold is charged to cost of vehicle sales as sold on a specific identification basis. Accounts Receivable Accounts receivable, which consist primarily of advance charges receivable from the Company’s sellers and the gross sales price of the vehicle due from buyers, are recorded when billed, advanced or accrued and represent claims against third parties that will be settled in cash. Advance charges receivable represents amounts paid to third parties on behalf of insurance companies for which the Company will be reimbursed when the vehicle is sold.

Source: 10-K text, Note 1 – Summary of Significant Accounting Policies, 10-K 0001193125-26-405731 vs 10-K text, Note 1 – Summary of Significant Accounting Policies, 10-K 0001628280-25-042946

Legal Proceedings 282 words changed in this paragraph; it is 60% similar to last year's version.
NOTE 15 - Commitments and Contingencies Commitments Letters of Credit Under the 2026 Credit Agreement, the Company had outstanding letters of credit of $22.5 million at July 31, 2026, which are primarily used to secure certain insurance obligations. Contingencies Legal Proceedings The Company is subject to threats of litigation and is involved in actual litigation and damage claims arising in the ordinary course of business, such as actions related to injuries, property damage, contract disputes, and handling or disposal of vehicles. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates. Except as otherwise noted in this Note 15, there are no material pending legal proceedings to which the Company is a party, or with respect to which any of the Company’s property is subject. The Company provides accruals for matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of any such matters on the Company’s future consolidated results of operations and cash flows cannot be predicted because any such effect depends on future results of operations and the amount and timing of the resolution of any such matters. The Company believes that any ultimate liability regarding existing litigation and claims would not have a material effect on its consolidated results of operations, financial position, or cash flows. However, legal and regulatory proceedings are inherently unpredictable, and the amount of the liabilities associated with claims, if any, cannot be determined with certainty. If one or more matters were resolved against us for amounts in excess of the Company’s expectations, the impact on the Company’s consolidated results of operations, financial position, or cash flow could be material. The Company maintains insurance which may or may not provide coverage for claims made against the Company. There is no assurance that there will be insurance coverage available when and if needed. Additionally, the insurance that the Company carries requires that the Company pay for costs and/or claims exposure up to the amount of the insurance deductibles. The U.S. Department of Justice, Consumer Protection Branch (DOJ) is conducting an ongoing investigation into potential violations by the Company of certain money laundering laws related to its practices and procedures for preventing and detecting money-laundering activity by its auction platform members. In connection with this investigation, the Company received a letter from the DOJ in October 2023 in which the DOJ indicated the Company may have exposure as a result of potential violations of such money laundering statutes and regulations. The Company is cooperating with the DOJ’s investigation. At this time, we are unable to predict the duration, scope, or result of any potential governmental, criminal, or civil proceeding that may result, the imposition of fines and penalties, and/or other remedies, and as a result, are unable to predict the range of possible loss.

Source: Item 3, via Note 15 – Commitments and Contingencies, 10-K 0001193125-26-405731 vs Item 3, via Note 15 – Commitments and Contingencies, 10-K 0001628280-25-042946

Risk Factors 233 words changed in this paragraph; it is 59% similar to last year's version.
Our operations are subject to international, federal, provincial, state and local laws and regulations regarding the protection of the environment in the countries in which we have storage facilities. In some cases, we may acquire land with existing environmental issues, including landfills as an example. In the salvage vehicle remarketing industry, large numbers of wrecked vehicles are stored at storage facilities, requiring us to actively monitor and manage potential environmental impacts. In the U.K., we provide vehicle de-pollution and crushing services for end-of-life vehicles. We could incur substantial expenditures for preventative, investigative, or remedial action and could be exposed to liability arising from our operations, contamination by previous users of certain of our acquired facilities or facilities which we may acquire in the future, or the disposal of our waste at off-site locations. In addition to conducting environmental diligence on new site acquisitions, we also take such appropriate actions as may be necessary to avoid liability for activities of prior owners, and we have from time to time acquired insurance with respect to acquired facilities with known environmental risks. There can be no assurances, however, that these efforts to mitigate environmental risk will prove sufficient if we were to face material liabilities. We have incurred expenses for environmental remediation in the past, and environmental laws and regulations could become more stringent over time. There can be no assurance that we or our operations will not be subject to significant costs in the future or that environmental enforcement agencies at the state and federal level will not pursue enforcement actions against us. In addition to acquiring insurance in connection with certain acquisitions, we have also obtained indemnification for pre-existing environmental liabilities from many of the persons and entities from whom we have acquired facilities, but there can be no assurance that such indemnifications will be available or sufficient. In addition, increased focus by the U.S. and other governmental authorities on climate change and other environmental matters may lead to enhanced regulation in these areas, which could also result in increased compliance costs and subject us to additional potential liabilities. The extent of these costs and risks is difficult to predict and will depend in large part on the extent of new regulations and the ways in which those regulations are enforced. Any such expenditures or liabilities could have a material adverse effect on our consolidated results of operations, financial position, or cash flows.

Source: Item 1A, 10-K 0001193125-26-405731 vs Item 1A, 10-K 0001628280-25-042946

MD&A 89 words changed in this paragraph; it is 39% similar to last year's version.
The following table shows certain data from our consolidated statements of income expressed as a percentage of total service revenues and vehicle sales for fiscal 2026, 2025, 2024 and 2023:Year Ended July 31, (In percentages) 2025 2024 2023 Service revenues and vehicle sales: Service revenues 85% 84% 83% Vehicle sales 15% 16% 17% Total service revenues and vehicle sales 100% 100% 100% Operating expenses: Facility operations 42% 40% 39% Cost of vehicle sales 13% 15% 15% General and administrative 9% 8% 7% Total operating expenses 64% 63% 61% Operating income 36% 37% 39% Total other income 4% 3% 3% Income before income taxes 40% 40% 42% Income tax expense 7% 8% 8% Net income 33% 32% 34% 2024:

Source: Item 7, 10-K 0001193125-26-405731 vs Item 7, 10-K 0001628280-25-042946

Every change, by type

Sentences and paragraphs added, removed or reworded

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
We may incur substantial indebtedness and any failure to meet our debt obligations may adversely affect our business, financial condition, and results of operations.

Read it in 10-K 2026-09-29 at sec.gov ↗

AddedRisk Factors
We have entered into, and may continue to enter into, arrangements pursuant to which we may incur significant indebtedness, including the 2026 Credit Agreement, which provides for an unsecured revolving credit in an aggregate principal amount of up to $1,250 million maturing on January 23, 2031. If we incur indebtedness and cannot service it, we may have to

Read it in 10-K 2026-09-29 at sec.gov ↗

AddedRisk Factors
take actions such as utilizing available capital, selling assets, or reducing or delaying capital expenditures, strategic transactions, and investments, any of which may impede the implementation of our business strategy, prevent us from entering into transactions that would otherwise benefit our business, and may adversely affect our business, financial condition, and results of operations.

Read it in 10-K 2026-09-29 at sec.gov ↗

AddedRisk Factors
The 2026 Credit Agreement contains restrictive covenants, including a maximum consolidated total net leverage ratio and other customary covenants that limit our and our subsidiaries’ operating and financial flexibility, subject to certain exceptions. If we fail to comply, the lenders could terminate their commitments and accelerate any outstanding borrowings, and because the facility is guaranteed by certain of our subsidiaries, they could be required to satisfy those obligations. If we incur indebtedness under the 2026 Credit Agreement, we will be subject to variable interest rate risk, because borrowings bear interest at a margin over a benchmark rate or a base rate. A substantial increase in interest rates could impair our ability to service our indebtedness. Any refinancing of our debt could be at higher interest rates and could require us to comply with more onerous covenants, which could further restrict our business operations. We also may not be able to refinance indebtedness on commercially reasonable terms, or at all.

Read it in 10-K 2026-09-29 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 ↗

AddedRisk Factors
artificial intelligence are evolving and may not afford us adequate protection, which could increase our reliance on trade secret protection and diminish the value of, or our ability to protect, our proprietary technologies.

Read it in 10-K 2026-09-29 at sec.gov ↗

Show the other 15
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
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 ↗

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