What changed in this filing

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Item 5. Other Information

2026-05-29 compared with 2026-03-03 · 157 added, 150 removed, 976 unchanged (24% of the section changed)

4 unchanged sentences

(In thousands, except share amounts)

January 31, 2026

April 30, 2026

July 31, 2025

36 unchanged sentences

Consoli dated Statements of Income

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

(In thousands, except per share amounts)

11 unchanged sentences

Interest income, net

Other income (expense), net

Other (expense) income, net

Total other income

9 unchanged sentences

Conso lidated Statements of Comprehensive Income

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

(In thousands)

3 unchanged sentences

Comprehensive income

Comprehensive (loss) income attributable to redeemable noncontrolling interest

Comprehensive loss attributable to redeemable noncontrolling interest

Comprehensive income attributable to Copart, Inc.

19 unchanged sentences

Balances at January 31, 2026

Net income (loss)

Currency translation adjustment

Exercise of stock options, net of repurchased shares

Stock-based compensation

Shares repurchased

Balances at April 30, 2026

The accompanying notes are an integral part of these consolidated financial statements.

17 unchanged sentences

Balances at January 31, 2025

Net income (loss)

Currency translation adjustment

Exercise of stock options, net of repurchased shares

Stock-based compensation

Balances at April 30, 2025

The accompanying notes are an integral part of these consolidated financial statements.

Consol idated Statements of Cash Flows

Six Months Ended January 31,

Nine Months Ended April 30,

(In thousands)

5 unchanged sentences

Stock-based compensation

Gain on sale of property and equipment

Loss (gain) on sale of property and equipment

Deferred income taxes

16 unchanged sentences

Investment in unconsolidated affiliate

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

5 unchanged sentences

Payments of finance lease obligations

Net cash (used) provided by financing activities

Net cash (used in) provided by financing activities

Effect of foreign currency translation

8 unchanged sentences

Notes to Co nsolidated Financial Statements

January 31, 2026

April 30, 2026

NOTE 1 – Summary of Significant Accounting Policies

4 unchanged sentences

Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments of a normal recurring nature considered necessary for fair presentation of the Company’s financial position as of January 31, 2026 and July 31, 2025, its consolidated statements of income, comprehensive income, changes in redeemable noncontrolling interests and stockholders’ equity for the three and six months ended January 31, 2026 and 2025, and its cash flows for the six months ended January 31, 2026 and 2025.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments of a normal recurring nature considered necessary for fair presentation of the Company’s financial position as of April 30, 2026 and July 31, 2025, its consolidated statements of income, comprehensive income, changes in redeemable noncontrolling interests and stockholders’ equity for the three and nine months ended April 30, 2026 and 2025, and its cash flows for the nine months ended April 30, 2026 and 2025.

These consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S.

15 unchanged sentences

These inputs may be used with internally developed methodologies that result in management’s best estimate.

The amounts recorded for financial instruments in the Company’s consolidated financial statements, which included cash, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximated their fair values as of January 31, 2026 and July 31, 2025, due to the short-term nature of those instruments and are classified within Level II of the fair value hierarchy.

The amounts recorded for financial instruments in the Company’s consolidated financial statements, which included cash, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximated their fair values as of April 30, 2026 and July 31, 2025, due to the short-term nature of those instruments and are classified within Level II of the fair value hierarchy.

Cash equivalents are classified within Level II of the fair value hierarchy because they are valued using quoted market prices of the underlying investments.

2 unchanged sentences

Redeemable Noncontrolling Interest

Redeemable noncontrolling interests represent a 20 % noncontrolling ownership in Purple Wave, Inc., a consolidated subsidiary of the Company.

Redeemable noncontrolling interest represents a 20 % noncontrolling ownership in Purple Wave, Inc., a consolidated subsidiary of the Company.

Redeemable noncontrolling interests are presented outside of permanent equity on the consolidated balance sheet as they are redeemable by the holders of the noncontrolling interest and the redemption is outside the control of the Company.

11 unchanged sentences

The Company had held to maturity securities comprised of U.S.

Treasury Bills as of July 31, 2025 .

Treasury Bills as of April 30, 2026 and July 31, 2025 .

These investments were classified as held to maturity as the Company had the intent and ability to hold these investments until they matured.

1 unchanged sentence

(In thousands)

January 31, 2026

April 30, 2026

Amortized Cost

14 unchanged sentences

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 the Company’s consolidated total net leverage ratio.

As of January 31, 2026, the unused capacity of $ 1,250 million was fully available to us.

As of April 30, 2026 , the unused capacity of $ 1,228 million was available to us.

The 2026 Credit Agreement contains representations and warranties, conditions, and covenants.

As of January 31, 2026, we were in compliance with these financial covenants.

As of April 30, 2026, we were in compliance with these financial covenants.

In connection with the 2026 Credit Agreement, the Company incurred $ 1.5 million in costs, which were capitalized as debt issuance fees.

2 unchanged sentences

The following table summarizes the carrying values and fair values of the Company’s financial instruments that were not carried at fair value in the consolidated balance sheets:

January 31, 2026

April 30, 2026

July 31, 2025

10 unchanged sentences

Treasury Bills are classified within Level I of the fair value hierarchy.

During the six months ended January 31, 2026 , no transfers were made between any levels within the fair value hierarchy.

During the nine months ended April 30, 2026 , no transfers were made between any levels within the fair value hierarchy.

NOTE 4 – Net Income Per Share

The table below reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding:

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

(In thousands)

3 unchanged sentences

Ther e were no material adjustments to net income required in calculating diluted net income per share.

Excluded from the dilutive net income per share calculation were 2,664,176 and 1,131,328 options to purchase the Company’s common stock and restricted stock for the three months ended January 31, 2026 and 2025, respectively, and 4,742,689 and 2,158,733 options to purchase the Company’s common stock and restricted stock for the six months ended January 31, 2026 and 2025 , respectively, because their inclusion would have been anti-dilutive.

Excluded from the dilutive net income per share calculation were 3,461,086 and 1,125,915 options to purchase the Company’s common stock and restricted stock for the three months ended April 30, 2026 and 2025, respectively, and 8,203,775 and 3,366,467 options to purchase the Company’s common stock and restricted stock for the nine months ended April 30, 2026 and 2025 , respectively, because their inclusion would have been anti-dilutive.

NOTE 5 – Stock-based Compensation

Refer to Note 12 - Stockholders’ Equity of the Notes to the Consolidated Financial Statements in 2025 Form 10-K for further description of the various types of stock-based compensation awards, their valuations and their award terms.

Refer to Note 12 - Stockholders’ Equity of the Notes to the Consolidated Financial Statements in our 2025 Form 10-K for further description of the various types of stock-based compensation awards, their valuations and their award terms.

The table below sets forth the stock-based compensation recognized by the Company for stock options, restricted stock awards ("RSA"), restricted stock unit awards ("RSU"), and performance stock units ("PSU"):

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

(In thousands)

9 unchanged sentences

The fair value of the awards is determined at the grant date using either a Lattice or Monte Carlo model, risk-free interest rates ranging from 0.71 % to 4.37 %, estimated volatility ranging from 25.2 % to 29.8 %, and no expected dividends.

The Company recognized $ 0.6 million and $ 1.0 million in compensation expense related to these awards for the three months ended January 31, 2026 and 2025, and $ 1.2 million and $ 2.3 million in compensation expense related to these awards for the six months ended January 31, 2026 and 2025, respectively.

The following is a summary of activity for the Company’s stock options for the six months ended January 31, 2026:

The Company recognized $ 0.6 million and $ 0.8 million in compensation expense related to these awards for the three months ended April 30, 2026 and 2025, and $ 1.8 million and $ 3.1 million in compensation expense related to these awards for the nine months ended April 30, 2026 and 2025, respectively.

The following is a summary of activity for the Company’s stock options for the nine months ended April 30, 2026:

Time and Market Condition Based

7 unchanged sentences

Forfeitures or expirations

Outstanding as of January 31, 2026

Exercisable as of January 31, 2026

Outstanding as of April 30, 2026

Exercisable as of April 30, 2026

The Company’s RSA, RSU, and PSU awards have been issued with vesting periods ranging from two years to five years .

2 unchanged sentences

Compensation expense for PSU awards is recognized on an accelerated attribution method when the achievement of certain financial performance targets appears probable and is recognized over the remaining requisite service period.

The following is a summary of activity for the Company’s RSA, RSU and PSU awards for the six months ended January 31, 2026:

The following is a summary of activity for the Company’s RSA, RSU and PSU awards for the nine months ended April 30, 2026:

(In thousands, except per share data)

2 unchanged sentences

Forfeitures or expirations

Outstanding as of January 31, 2026

Outstanding as of April 30, 2026

NOTE 6 – Stock Repurchases

3 unchanged sentences

Subject to applicable securities laws, such repurchases will be made at such times and in such amounts as the Company deems appropriate and may be discontinued at any time.

The Company repurchased 5,480,191 shares of its common stock during the six months ended January 31, 2026 at a weighted average price of $ 39.82 per share totaling $ 218.2 million.

The Company did no t repurchase any common stock under the program during the six months ended January 31, 2025.

As of January 31, 2026 , the total number of shares repurchased under the program was 464 million, and subject to applicable limitations under Delaware law, 320 million shares were available for repurchase under the program.

The Company repurchased 43,433,164 shares of its common stock during the nine months ended April 30, 2026 at a weighted average price of $ 37.63 per share totaling $ 1,632.5 million.

The Company did no t repurchase any common stock under the program during the nine months ended April 30, 2025.

As of April 30, 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.

NOTE 7 – Income Taxes

The Company’s effective income tax rates were 19.0 % and 18.2 % for the six months ended January 31, 2026 and 2025 , respectively, which differs from the U.S.

The Company’s effective income tax rates were 19.4 % and 18.6 % for the nine months ended April 30, 2026 and 2025 , respectively, which differs from the U.S.

statutory rate of 21 % primarily due to state income taxes, deduction for Foreign Derived Intangible Income, and excess tax benefits associated with equity-based compensation.

The recognition of excess tax benefits from the exercise of employee stock options was $ 3.0 million and $ 23.7 million for the three months ended January 31, 2026 and 2025, respectively, and $ 5.9 million and $ 28.3 million for the six months ended January 31, 2026 and 2025 , respectively.

The recognition of excess tax benefits from the exercise of employee stock options was $ 1.7 million and $ 6.3 million for the three months ended April 30, 2026 and 2025, respectively, and $ 7.5 million and $ 34.8 million for the nine months ended April 30, 2026 and 2025 , respectively.

NOTE 8 – Recent Accounting Pronouncements

39 unchanged sentences

and International regions are considered two separate operating segments and are disclosed as two reportable segments.

The segments represent geographic areas and reflect how the chief operating decision maker "CODM", the Company's Chief Executive Officer , allocates resources and measures results.

The primary financial measures used by the CODM for assessing performance and allocating resources are service revenue, vehicle sales and operating income.

The segments represent geographic areas and reflect how the chief operating decision maker, or "CODM", the Company's Chief Executive Officer , allocates resources and measures results.

The Company's CODM evaluates the performance of its reportable segments and allocates resources based on segment Operating Income.

This measure is used to assess profitability, guide decisions regarding capital investment, and evaluate the performance of segment leadership.

The following table presents financial information by segment.

Three Months Ended January 31, 2026

Three Months Ended January 31, 2025

The specific line items in the tables represent the significant segment expenses reviewed by the CODM:

Three Months Ended April 30, 2026

Three Months Ended April 30, 2025

(In thousands)

10 unchanged sentences

Operating income

Depreciation and amortization, excluding debt costs

Interest income

Depreciation and amortization, excluding debt issuance costs

Interest income, net

Capital expenditures and acquisitions

Six Months Ended January 31, 2026

Six Months Ended January 31, 2025

Nine Months Ended April 30, 2026

Nine Months Ended April 30, 2025

(In thousands)

10 unchanged sentences

Operating income

Depreciation and amortization, excluding debt costs

Interest income

Depreciation and amortization, excluding debt issuance costs

Interest income, net

Capital expenditures and acquisitions

January 31, 2026

April 30, 2026

July 31, 2025

4 unchanged sentences

International

NOTE 11 – Subsequent Events

Recent Share Repurchases:

Subsequent to the end of the second quarter ended January 31, 2026, through March 2, 2026, the Company repurchased 24,262,025 shares of its common stock at a weighted average price of $ 37.11 per share totaling $ 898.7 million.

MA NAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion, which presents Copart Inc.'s (“Copart,” the “Company,” “our,” "us” or “we”) results for periods occurring in the fiscal year ending July 31, 2026 and the fiscal year ended July 31, 2025, should be read in conjunction with our Consolidated Financial Statements as of and for the six months ended January 31, 2026, and the accompanying notes included in Part 1, Item 1 of this Quarterly Report on Form 10-Q, as well as our Consolidated Financial Statements as of and for the year ended July 31, 2025, the accompanying notes and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (the "2025 Form 10-K ") .

This discussion, which presents Copart Inc.'s (“Copart,” the “Company,” “our,” "us” or “we”) results for periods occurring in the fiscal year ending July 31, 2026 and the fiscal year ended July 31, 2025, should be read in conjunction with our Consolidated Financial Statements as of and for the nine months ended April 30, 2026, and the accompanying notes included in Part 1, Item 1 of this Quarterly Report on Form 10-Q, as well as our Consolidated Financial Statements as of and for the year ended July 31, 2025, the accompanying notes and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (the "2025 Form 10-K ") .

Re sults of Operations

The following table shows certain data from our consolidated statements of income expressed as a percentage of total service revenues and vehicle sales for the three and six months ended January 31, 2026 and 2025:

Three Months Ended January 31,

Six Months Ended January 31,

The following table shows certain data from our consolidated statements of income expressed as a percentage of total service revenues and vehicle sales for the three and nine months ended April 30, 2026 and 2025:

Three Months Ended April 30,

Nine Months Ended April 30,

(In percentages)

11 unchanged sentences

Income before income taxes

Comparison of the three and six months ended January 31, 2026 and 2025

The following table presents a comparison of service revenues for the three and six months ended January 31, 2026 and 2025:

Three Months Ended January 31,

Six Months Ended January 31,

Comparison of the three and nine months ended April 30, 2026 and 2025

The following table presents a comparison of service revenues for the three and nine months ended April 30, 2026 and 2025:

Three Months Ended April 30,

Nine Months Ended April 30,

(In thousands)

4 unchanged sentences

Service Revenues.

The decrease in service revenues during the three months ended January 31, 2026 of $(39.2) million, or (4.0)%, as compared to the same period last year resulted from (i) a decrease in the U.S.

The increase in service revenues during the three months ended April 30, 2026 of $21.2 million, or 2.1 %, as compared to the same period last year resulted from (i) a decrease in the U.S.

of $(3.2) million and (ii) an increase in International of $24.4 million.

The decrease in the U.S.

compared to the same period last year was primarily related to the one time revenue associated with hurricanes Helene and Milton recognized in fiscal year 2025.

The growth in International, after excluding positive fluctuations in currency exchange rates of $8.4 million, was driven primarily by an increase in revenue per car, offset by a decrease in volume.

The decrease in service revenues during the six months ended January 31, 2026 of $(33.7) million, or (1.7)%, as compared to the same period last year resulted from (i) a decrease in the U.S.

compared to the same period last year was primarily driven by a decrease in volume, partially offset by an increase in revenue per car.

The growth in International, after excluding positive fluctuations in currency exchange rates of $8.7 million, was driven primarily by an increase in volume and an increase in revenue per car.

The decrease in service revenues during the nine months ended April 30, 2026 of $(12.5) million, or (0.4)%, as compared to the same period last year resulted from (i) a decrease in the U.S.

of $(56.3) million and (ii) an increase in International of $43.8 million.

1 unchanged sentence

compared to the same period last year was primarily related to the one-time revenue associated with hurricanes Helene and Milton recognized in fiscal year 2025 offset by an increase in revenue per car.

The growth in International, after excluding positive fluctuations in currency exchange rates of $12.2 million, was driven primarily by an increase in revenue per car, offset by a decrease in volume.

The following table presents a comparison of vehicle sales for the three and six months ended January 31, 2026 and 2025:

Three Months Ended January 31,

Six Months Ended January 31,

The growth in International, after excluding positive fluctuations in currency exchange rates of $20.9 million, was driven primarily by an increase in revenue per car and an increase in volume.

The following table presents a comparison of vehicle sales for the three and nine months ended April 30, 2026 and 2025:

Three Months Ended April 30,

Nine Months Ended April 30,

(In thousands)

4 unchanged sentences

Vehicle Sales.

The decrease in vehicle sales for the three months ended January 31, 2026 of $(2.4) million, or (1.4)%, as compared to the same period last year, resulted from (i) a decrease in the U.S.

The increase in vehicle sales for the three months ended April 30, 2026 of $4.1 million, or 2.3 %, as compared to the same period last year, resulted from (i) a decrease in the U.S.

of $(0.4) million and (ii) an increase in International of $4.5 million.

The decrease in the U.S.

was primarily driven by a decrease in volume, offset by an increase in revenue per car, which we believe was due to a change in mix of vehicles sold.

The decrease in International, after excluding positive fluctuations in currency exchange rates of $5.1 million, was primarily driven by a decrease in volume related to sellers switching to a consignment model, offset by an increase in revenue per car, which we believe was due to a change in mix of vehicles sold.

The increase in vehicle sales for the six months ended January 31, 2026 of $0.3 million, or 0.1%, as compared to the same period last year, resulted from (i) an increase in the U.S.

was primarily driven by a decrease in volume, offset by an increase in revenue per car, which was due to a change in mix of vehicles sold.

The increase in International, after excluding positive fluctuations in currency exchange rates of $4.4 million, was primarily driven by an increase in revenue per car, which was due to a change in mix of vehicles sold.

The increase in vehicle sales for the nine months ended April 30, 2026 of $4.4 million, or 0.9%, as compared to the same period last year, resulted from (i) an increase in the U.S.

of $4.5 million and (ii) a decrease in International of $(0.1) million.

The increase in the U.S.

was primarily driven by an increase in revenue per car, which we believe was due to a change in mix of vehicles sold, offset by a decrease in volume.

The decrease in International, after excluding positive fluctuations in currency exchange rates of $7.6 million, was primarily driven by a decrease in volume related to sellers switching to a consignment model.

The following table presents a comparison of facility operations expenses for the three and six months ended January 31, 2026 and 2025:

Three Months Ended January 31,

Six Months Ended January 31,

was primarily driven by an increase in revenue per car, which was due to a change in mix of vehicles sold, offset by a decrease in volume.

The decrease in International, after excluding positive fluctuations in currency exchange rates of $12.0 million, was primarily driven by a decrease in volume related to sellers switching to a consignment model marginally offset by an increase in revenue per car, which was due to a change in mix of vehicles sold.

The following table presents a comparison of facility operations expenses for the three and nine months ended April 30, 2026 and 2025:

Three Months Ended April 30,

Nine Months Ended April 30,

(In thousands)

10 unchanged sentences

Facility Operations Expenses .

The decrease in facility operations expense for the three months ended January 31, 2026 of $(11.6) million, or (2.4)%, as compared to the same period last year resulted from (i) a decrease in the U.S.

The increase in facility operations expense for the three months ended April 30, 2026 of $14.5 million, or 3.0%, as compared to the same period last year resulted from (i) an increase in the U.S.

of $6.8 million, and (ii) an increase in International of $7.6 million.

The decrease in the U.S.

compared to the same period last year was related to one time costs associated with hurricanes Helene and Milton recognized in fiscal year 2025 offset by increases in subhaul, freight, insurance, and bank charges.

The increase in the U.S.

compared to the same period last year was primarily due to increases in subhaul, labor, and insurance offset by a decrease in deferred vehicle costs and facility repair costs.

The increase in International, after excluding negative fluctuations in currency exchange rates of $(4.5) million, was the result of an increase in the cost to process a car.

Included in facility operations expenses were depreciation and amortization expenses.

The decrease in facility operations depreciation and amortization expenses during the three months ended January 31, 2026 as compared to the same period last year resulted primarily from the disposal of assets and a customer relationship being fully amortized in the United States.

The increase in the International was result of depreciating new and expanded facilities placed into service

The decrease in facility operations expense for the six months ended January 31, 2026 of $(31.7) million, or (3.2)%, as compared to the same period last year resulted from (i) a decrease in the U.S.

The increase in facility operations depreciation and amortization expenses during the three months ended April 30, 2026 as compared to the same period last year resulted primarily from depreciating new and expanded facilities placed into service in the U.S.

and International.

The decrease in facility operations expense for the nine months ended April 30, 2026 of $(17.2) million, or (1.2)%, as compared to the same period last year resulted from (i) a decrease in the U.S.

of $(41.8) million, and (ii) an increase in International of $24.6 million.

3 unchanged sentences

Included in facility operations expenses were depreciation and amortization expenses.

The decrease in facility operations depreciation and amortization expenses during the six months ended January 31, 2026 as compared to the same period last year resulted primarily from the disposal of assets and a customer relationship being fully amortized in the United States.

The increase in the International was result of depreciating new and expanded facilities placed into service

The following table presents a comparison of cost of vehicle sales for the three and six months ended January 31, 2026 and 2025:

Three Months Ended January 31,

Six Months Ended January 31,

The increase in facility operations depreciation and amortization expenses during the nine months ended April 30, 2026 as compared to the same period last year resulted primarily from depreciating new and expanded facilities placed into service in the U.S.

and International.

The following table presents a comparison of cost of vehicle sales for the three and nine months ended April 30, 2026 and 2025:

Three Months Ended April 30,

Nine Months Ended April 30,

(In thousands)

4 unchanged sentences

Cost of Vehicle Sales.

The increase in cost of vehicle sales for the three months ended January 31, 2026 of $2.7 million, or 1.8%, as compared to the same period last year resulted from (i) an increase in the U.S.

of $3.6 million and (ii) a decrease in International of $(0.8) million.

The increase in the U.S.

was primarily the result of a change in the mix of vehicles sold offset by a decrease in volume.

The decrease in International, after excluding the negative fluctuations of currency exchange rates of $4.3 million, was primarily due to a decrease in volume related to sellers switching to a consignment model.

The increase in cost of vehicle sales for the six months ended January 31, 2026 of $6.1 million, or 2.1%, as compared to the same period last year resulted from (i) an increase in the U.S.

The decrease in cost of vehicle sales for the three months ended April 30, 2026 of $(9.4) million, or (5.6)%, as compared to the same period last year resulted from (i) a decrease in the U.S.

of $(14.8) million and (ii) an increase in International of $5.4 million.

The decrease in the U.S.

was primarily the result of a decrease in volume, offset by an increase in average purchase price due to a change in mix of vehicles sold.

The increase in International, after excluding the negative fluctuations of currency exchange rates of $(3.9) million, was primarily due to an increase in average purchase price due to a change in mix of vehicles sold.

The decrease in cost of vehicle sales for the nine months ended April 30, 2026 of $(3.3) million, or (0.7)%, as compared to the same period last year resulted from (i) an increase in the U.S.

of $2.4 million and (ii) a decrease in International of $(5.8) million.

2 unchanged sentences

The decrease in International, after excluding the negative fluctuations of currency exchange rates of $(10.2) million, was primarily due to a decrease in volume related to sellers switching to a consignment model, combined with a change in the mix of vehicles sold.

The following table presents a comparison of general and administrative expenses for the three and six months ended January 31, 2026 and 2025:

Three Months Ended January 31,

Six Months Ended January 31,

The following table presents a comparison of general and administrative expenses for the three and nine months ended April 30, 2026 and 2025:

Three Months Ended April 30,

Nine Months Ended April 30,

(In thousands)

10 unchanged sentences

General and Administrative Expenses.

The increase in general and administrative expenses for the three months ended January 31, 2026 of $4.8 million, or 4.8%, as compared to the same period last year resulted from (i) an increase in the U.S.

The increase in general and administrative expenses for the three months ended April 30, 2026 of $7.6 million, or 7.5%, as compared to the same period last year resulted from (i) an increase in the U.S.

of $6.4 million and (ii) an increase in International of $1.2 million.

Excluding depreciation and amortization, the decrease in the U.S.

of $(0.5) million resulted primarily from decreases in legal, compliance, and system implementation, offset by increases in consulting, bank charges, and labor.

The increase in International of $3.6 million, after excluding the negative fluctuations in currency exchange rates of $(1.1) million, resulted primarily from an increase in labor, third party outside services (including consulting and legal), and taxes.

Depreciation and amortization expenses for the three months ended January 31, 2026 as compared to the same period last year increased as a result of the addition of technology assets being placed in service in the U.S.

and Internationally.

The increase in general and administrative expenses for the six months ended January 31, 2026 of $5.3 million, or 2.6%, as compared to the same period last year resulted from (i) a decrease in the U.S.

Excluding depreciation and amortization, the increase in the U.S.

of $5.7 million resulted primarily from an increase in labor, third party outside service, advertising, and insurance.

The increase in International of $1.1 million, after excluding the negative fluctuations in currency exchange rates of $(1.0) million, resulted primarily from an increase in labor, and stock-based compensation, offset by a decrease in taxes.

Depreciation and amortization expenses for the three months ended April 30, 2026 as compared to the same period last year increased as a result of the addition of technology assets being placed in service in the U.S.

and International.

The increase in general and administrative expenses for the nine months ended April 30, 2026 of $12.9 million, or 4.2%, as compared to the same period last year resulted from (i) an increase in the U.S.

of $4.2 million and (ii) an increase in International of $8.8 million.

Excluding depreciation and amortization, the decrease in the U.S.

of $4.4 million resulted primarily from decreases in legal, compliance, and system implementations offset by increase in labor, consulting services, insurance, and bank charges.

The increase in International of $7.6 million, after excluding the negative fluctuations in currency exchange rates of $(1.7) million, resulted primarily from an increase in third party outside services (including consulting and legal), and labor.

Depreciation and amortization expenses for the six months ended January 31, 2026 as compared to the same period last year increased as result of the addition of technology assets being placed in service in the U.S.

and Internationally.

The following table summarizes total other income (expense) for the three and six months ended January 31, 2026 and 2025:

Three Months Ended January 31,

Six Months Ended January 31,

Excluding depreciation and amortization, the increase in the U.S.

of $1.4 million resulted primarily from an increase in labor, insurance, and third party outside services offset by decreases in legal, compliance, and stock-based compensation.

The increase in International of $8.7 million, after excluding the negative fluctuations in currency exchange rates of $(2.8) million, resulted primarily from an increase in labor, stock-based compensation, and third party outside services (including consulting and legal), offset by a decrease in taxes.

Depreciation and amortization expenses for the nine months ended April 30, 2026 as compared to the same period last year increased as result of the addition of technology assets being placed in service in the U.S.

and International.

The following table summarizes total other income (expense) for the three and nine months ended April 30, 2026 and 2025:

Three Months Ended April 30,

Nine Months Ended April 30,

(In thousands)

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Other Income (Expense).

The increase in total other income for the three months ended January 31, 2026 of $15.5 million, or 42.1%, as compared to the same period last year was due to higher interest income earned from U.S.

The decrease in total other income for the three months ended April 30, 2026 of $(13.4) million, or (26.2)%, as compared to the same period last year was due to lower interest income earned from U.S.

Treasury Bills, and realized and unrealized currency gains.

The increase in total other income for the six months ended January 31, 2026 of $27.0 million, or 33.0%, as compared to the same period last year was due to higher interest income earned from U.S.

The increase in total other income for the nine months ended April 30, 2026 of $13.5 million, or 10.2%, as compared to the same period last year was due to higher interest income earned from U.S.

Treasury Bills, realized and unrealized currency gains, and gain on sale of fixed assets.

The following table summarizes income taxes for the three and six months ended January 31, 2026 and 2025:

Three Months Ended January 31,

Six Months Ended January 31,

The following table summarizes income taxes for the three and nine months ended April 30, 2026 and 2025:

Three Months Ended April 30,

Nine Months Ended April 30,

(In thousands)

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Liq uidity and Capital Resources

The following table presents a comparison of key components of our liquidity and capital resources at January 31, 2026 and July 31, 2025 and for the six months ended January 31, 2026 and 2025, respectively, excluding additional funds available to us through our Revolving Loan Facility:

The following table presents a comparison of key components of our liquidity and capital resources at April 30, 2026 and July 31, 2025 and for the nine months ended April 30, 2026 and 2025, respectively, excluding additional funds available to us through our 2026 Credit Agreement:

(In thousands)

January 31, 2026

April 30, 2026

July 31, 2025

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Working capital

Six Months Ended January 31,

Nine Months Ended April 30,

(In thousands)

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Capital expenditures and acquisitions

Cash, cash equivalents, and restricted cash and working capital increased $2,321.3 million and $491.0 million at January 31, 2026, respectively, as compared to July 31, 2025.

Cash, cash equivalents, and restricted cash and working capital increased $573.6 million and decreased $(539.9) million at April 30, 2026, respectively, as compared to July 31, 2025.

Cash, cash equivalents, and restricted cash increased due to cash generated from operations, maturity of held to maturity securities as a result of maximizing our return on U.S.

Treasury Bills, not fully offset by capital expenditures and the repurchase of common stock as part of our stock repurchase program.

Working capital increased primarily from cash generated from operations and timing of cash receipts, partially offset by capital expenditures, and timing of cash payments.

Working capital decreased primarily due to the use of cash for shares repurchases, and timing of cash payments, partially offset by cash generated from operations and timing of cash receipts.

Cash equivalents consisted of bank deposits, U.S.

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We expect to acquire or develop additional locations and expand some of our current facilities in the foreseeable future.

We may raise additional cash through drawdowns on our Revolving Loan Facility or potentially issue equity to fund this expansion.

We may raise additional cash through drawdowns on our 2026 Credit Agreement or potentially issue equity to fund this expansion.

Although the timing and magnitude of growth through expansion and acquisitions are not predictable, the opening of new greenfield facilities is contingent upon our ability to locate property that (i) is in an area in which we have a need for more capacity;

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and (v) most importantly, has the appropriate zoning for our business.

As of January 31, 2026, $362.8 million of the $5.1 billion of cash, cash equivalents, and restricted cash was held by our foreign subsidiaries.

As of April 30, 2026, $391.9 million of the $3.4 billion of cash, cash equivalents, and restricted cash was held by our foreign subsidiaries.

If these funds are needed for our operations in the U.S., the repatriation of these funds could be subject to the foreign withholding tax.

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and our current plans do not require repatriation to fund our U.S.

Net cash provided by operating activities increased for the six months ended January 31, 2026 as compared to the same period in 2025 as a result of changes in operating assets and liabilities.

The changes in operating assets and liabilities were primarily the result of an increase in cash provided by a decrease in income tax receivable of $48 million, decrease in inventory of $14.6 million, decrease in accounts receivable of $8.2 million and an increase in income tax payable of $4.3 million These changes were offset by cash used due to a decrease in accounts payable and accrued liabilities of $83.4 million.

Net cash provided by investing activities increased for the six months ended January 31, 2026 as compared to the same period in 2025 due primarily to an increase in proceeds from maturing held to maturity securities, and proceeds from the sale of equipment, and a decrease in capital expenditures.

Net cash provided by operating activities decreased for the nine months ended April 30, 2026 as compared to the same period in 2025 as a result of changes in operating assets and liabilities.

The changes in operating assets and liabilities were primarily the result of an increase in cash used due to an increase in accounts receivable of $55.4 million, an increase in vehicle pooling costs of $16.1 million and a decrease in accounts payable of $61.5 million.These changes were offset by cash provided by a decrease in income tax payable of $20.0 million.

Net cash provided by investing activities increased for the nine months ended April 30, 2026 as compared to the same period in 2025 due primarily to an increase in proceeds from maturing held to maturity securities, a decrease in purchases of held to maturity securities, proceeds from the sale of equipment, and a decrease in capital expenditures.

Our capital expenditures are primarily related to lease buyouts of certain facilities, acquiring land, opening and improving facilities, capitalized software development costs for new software for internal use and major software enhancements, and acquiring facility equipment.

We continue to develop, expand and invest in new and existing facilities.

Net cash used in financing activities decreased for the six months ended January 31, 2026 as compared to the same period in 2025 due primarily due to repurchases of common stock as part of our stock repurchase program.

Net cash used in financing activities increased for the nine months ended April 30, 2026 as compared to the same period in 2025 primarily due to repurchases of common stock as part of our stock repurchase program.

Credit Agreement

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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 the Company’s consolidated total net leverage ratio.

As of January 31, 2026, the unused capacity of $1,250 million was fully available to us.

As of April 30, 2026, the unused capacity of $1,228 million was fully available to us.

The 2026 Credit Agreement contains representations and warranties, conditions, and covenants.

As of January 31, 2026, we were in compliance with these financial covenants.

As of April 30, 2026, we were in compliance with these financial covenants.

In connection with entering into the 2026 Credit Agreement, the Company incurred $1.5 million in costs, which were capitalized as debt issuance fees.

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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 or in privately negotiated transactions.

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.

We repurchased 5,480,191 shares of our common stock under the program during the six months ended January 31, 2026 at a weighted average price of $39.82 per share totaling $218.2 million.

We did not repurchase any common stock under the program during the six months ended January 31, 2025.

As of January 31, 2026, the total number of shares repurchased under the program was 464 million, and subject to applicable limitations under Delaware law, 320 million shares were available for repurchase under the program.

See NOTE 11 – Subsequent Events in the Notes to Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q for information regarding share repurchases completed subsequent to January 31, 2026.

We repurchased 43,433,164 shares of our common stock under the program during the nine months ended April 30, 2026 at a weighted average price of $37.63 per share totaling $1,632.5 million.

We did not repurchase any common stock under the program during the nine months ended April 30, 2025.

As of April 30, 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.

Crit ical Accounting Policies and Estimates

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Contrac tual Obligations and Commitments

There have been no material changes during the six months ended January 31, 2026 to our contractual obligations disclosed in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K .

There have been no material changes during the nine months ended April 30, 2026 to our contractual obligations disclosed in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K .

Cautionary Note on Forward-Looking Statements

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under the caption entitled “Risk Factors” in this Quarterly Report on Form 10-Q and those discussed elsewhere in this Quarterly Report on Form 10-Q.

We encourage investors to review these factors carefully together with the other matters referred to herein, as well as in the other documents we file with the Securities and Exchange Commission (the “SEC”).

We encourage investors to review these factors carefully together with the other matters referred to herein, as well as in the other documents we file with the SEC.

We may from time to time make additional written and oral forward-looking statements, including statements contained in our filings with the SEC.

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In the first quarter of fiscal 2025, we began implementing a new financial system, which will be completed in stages.

The first stage of the system implementation included our member billing in the United States.

The first stage of the system implementation included our member billing in the United States which is now complete.

The second stage consists of seller billing in the United States and is in the development stage.

This new financial system is a significant component of our internal control over financial reporting.

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The loss of one or more of these major sellers could adversely affect our consolidated results of operations and financial position, and an inability to increase our sources of vehicle supply could adversely affect our growth rates.

Although no single customer accounted for more than 10% of our consolidated revenues during six months ended January 31, 2026, a limited number of vehicle sellers historically have collectively accounted for a substantial portion of our revenues.

Although no single customer accounted for more than 10% of our consolidated revenues during nine months ended April 30, 2026, a limited number of vehicle sellers historically have collectively accounted for a substantial portion of our revenues.

Vehicle sellers have terminated agreements with us in the past in particular markets, which has affected revenues in those markets.

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Our executive officers, directors, and their affiliates hold a large percentage of our stock and their interests may differ from other stockholders.

Our executive officers, directors and their affiliates beneficially own, in the aggregate, more than 10% of our issued and outstanding common stock as of January 31, 2026.

Our executive officers, directors and their affiliates beneficially own, in the aggregate, more than 10% of our issued and outstanding common stock as of April 30, 2026.

If they were to act together, these stockholders would have significant influence over most matters requiring approval by stockholders, including the election of directors, any amendments to our amended and restated certificate of incorporation and certain significant corporate transactions, including potential merger or acquisition transactions.

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Issuer Purchases of Equity Securities

The The following table sets forth information concerning the number of shares of our common stock purchased by us during the three months ended January 31, 2026:

The following table sets forth information concerning the number of shares of our common stock purchased by us during the three months ended April 30, 2026:

Total Number of

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Under the Program (1)

Balance at October 31, 2025

November 1, 2025 through November 30, 2025

December 1, 2025 through December 31, 2025

January 1, 2025 through January 31, 2026

Balance at January 31, 2026

February 1, 2026 through February 28, 2026

March 1, 2026 through March 31, 2026

April 1, 2026 through April 30, 2026

(1) Our stock repurchase program was announced on February 20, 2003.

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 privately negotiated transactions or in the open market, including under plans complying with Rule 10b5-1 under the Securities Exchange act of 1934, as amended.

No time limit has been placed on the duration of the stock repurchase program.

5 unchanged sentences

Securities Trading Plans of Directors and Executive Officers

During the fiscal quarter ended January 31, 2026 , no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement,” or any “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

During the fiscal quarter ended April 30, 2026 , no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement,” or any “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

Amended and Restated Certificate of Incorporation of Copart, Inc.

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(incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on March 12, 2024)

Senior Revolving Credit Agreement, dated as of January 23, 2026, by and among Copart, Inc., the subsidiaries of Copart, Inc.

party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on January 26, 2026)

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12 unchanged sentences

(Principal Financial and Accounting Officer and duly Authorized Officer)

March 3, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information