8-K
Copart Inc (CPRT)
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): May 21, 2026 |
|---|
COPART, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 000-23255 | 94-2867490 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 14185 Dallas Parkway<br><br>Suite 300 | ||
| Dallas, Texas | 75254 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 972 391-5000 | ||
| --- | ||
| Not applicable | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 | CPRT | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
INFORMATION INCLUDED IN THIS REPORT
Section 2 — Financial Information
Item 2.02 Results of Operations and Financial Condition
The following information and the exhibit attached hereto as Exhibit 99.1 are intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information and the exhibit attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing, except as shall be expressly set forth by specific reference in such filing.
On May 21, 2026, Copart, Inc. issued a press release announcing its financial results for the third quarter of fiscal year 2026, which ended April 30, 2026. The full text of the press release is furnished herewith as Exhibit 99.1.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished herewith:
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Press release, dated May 21, 2026, 2025 of Copart, Inc. announcing its financial results for the third quarter of fiscal year 2026, which ended April 30, 2026. |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COPART, INC. | |||
|---|---|---|---|
| Dated: | May 21, 2026 | By: | /s/ LEAH STEARNS |
| Leah Stearns, Chief Finanacial Officer<br>(Principal Finanacial and Accounting Officer and duly Authorized Officer) |
INDEX TO EXHIBITS
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Press release, dated May 21, 2026, 2025 of Copart, Inc. announcing its financial results for the third quarter of fiscal year 2026, which ended April 30, 2026. |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
EX-99.1
Exhibit 99.1
Copart, Inc.
For Immediate Release
Copart Reports Third Quarter Fiscal 2026 Financial Results
Dallas, Texas May 21, 2026 — Copart, Inc. (NASDAQ: CPRT) today reported financial results for the quarter ended April 30, 2026.
For the three months ended April 30, 2026, revenue, gross profit, and net income attributable to Copart, Inc. were $1.2 billion, $572.6 million, and $402.4 million, respectively. These represent an increase in revenue of $25.4 million, or 2.1%; an increase in gross profit of $20.3 million, or 3.7%; and a decrease in net income attributable to Copart, Inc. of $(4.2) million, or (1.0)%, respectively, from the same period last year. Fully diluted earnings per share for three months ended April 30, 2026 was $0.43 compared to $0.42 last year, an increase of 2.4%.
For the nine months ended April 30, 2026, revenue, gross profit, and net income attributable to Copart, Inc. were $3.5 billion, $1.6 billion, and $1.2 billion, respectively. These represent a decrease in revenue of $(8.1) million, or (0.2)%; an increase in gross profit of $12.5 million, or 0.8%; and an increase in net income attributable to Copart, Inc. of $0.8 million, or 0.1 %, respectively, from the same period last year. Fully diluted earnings per share for nine months ended April 30, 2026 was $1.20 compared to $1.18 last year, an increase of 1.7 %.
On Thursday, May 21, 2026, at 5:30 p.m. Eastern Time (4:30 p.m. Central Time), Copart will conduct a conference call to discuss the results for the quarter. The call will be webcast live and can be accessed via hyperlink at www.copart.com/investorrelations. A replay of the call will be available through September 2026 by visiting www.copart.com/investorrelations.
About Copart
Copart, Inc., founded in 1982, is a global leader in online vehicle auctions. Copart’s innovative technology and online auction platforms connect vehicle consignors to approximately 1 million members in over 185 countries. Copart offers a comprehensive suite of vehicle remarketing services to insurance companies, financial institutions, dealers, rental car companies, charities, fleet operators, and individuals, and offers vehicles via auction to dealers, dismantlers, rebuilders, exporters, and the general public. With operations at over 250 locations in 11 countries, Copart sold more than 4 million units in the last year. Copart currently operates in the United States (Copart.com), Canada (Copart.ca), the United Kingdom (Copart.co.uk), Brazil (Copart.com.br), the Republic of Ireland (Copart.ie), Germany (Copart.de), Finland (Copart.fi), the United Arab Emirates, Oman and Bahrain (Copartmea.com), and Spain (Copart.es). For more information, or to become a Member, visit Copart.com/register.
Copart, Inc.
Cautionary Note About Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements are subject to substantial risks and uncertainties. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected or implied by our statements and comments. For a more complete discussion of the risks that could affect our business, please review the “Management’s Discussion and Analysis” and the other risks identified in Copart’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as filed with the Securities and Exchange Commission. We encourage investors to review these disclosures carefully. We do not undertake to update any forward-looking statement that may be made from time to time on our behalf.
| Contact: | Copart Investor Relations |
|---|---|
| investor.relations@copart.com |
Copart, Inc.
Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended<br>April 30, | Nine Months Ended<br>April 30, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||
| Service revenues and vehicle sales: | ||||||||||||||||||
| Service revenues | $ | 1,056,080 | $ | 1,034,836 | 2.1 | % | $ | 2,999,976 | $ | 3,012,453 | (0.4 | )% | ||||||
| Vehicle sales | 180,986 | 176,880 | 2.3 | % | 513,794 | 509,408 | 0.9 | % | ||||||||||
| Total service revenues and vehicle sales | 1,237,066 | 1,211,716 | 2.1 | % | 3,513,770 | 3,521,861 | (0.2 | )% | ||||||||||
| Operating expenses: | ||||||||||||||||||
| Facility operations | 450,317 | 439,417 | 2.5 | % | 1,305,002 | 1,325,936 | (1.6 | )% | ||||||||||
| Cost of vehicle sales | 160,277 | 169,714 | (5.6 | )% | 452,252 | 455,599 | (0.7 | )% | ||||||||||
| Facility depreciation and amortization | 51,993 | 48,163 | 8.0 | % | 147,910 | 144,603 | 2.3 | % | ||||||||||
| Facility stock-based compensation | 1,880 | 2,155 | (12.8 | )% | 6,197 | 5,798 | 6.9 | % | ||||||||||
| Gross profit | 572,599 | 552,267 | 3.7 | % | 1,602,409 | 1,589,925 | 0.8 | % | ||||||||||
| General and administrative | 93,744 | 87,451 | 7.2 | % | 275,405 | 265,056 | 3.9 | % | ||||||||||
| General and administrative depreciation and amortization | 6,990 | 6,253 | 11.8 | % | 20,502 | 17,639 | 16.2 | % | ||||||||||
| General and administrative stock-based compensation | 7,583 | 7,018 | 8.1 | % | 22,816 | 23,107 | (1.3 | )% | ||||||||||
| Total operating expenses | 772,784 | 760,171 | 1.7 | % | 2,230,084 | 2,237,738 | (0.3 | )% | ||||||||||
| Operating income | 464,282 | 451,545 | 2.8 | % | 1,283,686 | 1,284,123 | (0.0 | )% | ||||||||||
| Other income (expense): | ||||||||||||||||||
| Interest income, net | 38,813 | 42,776 | (9.3 | )% | 142,305 | 129,070 | 10.3 | % | ||||||||||
| Other (expense) income, net | (1,001 | ) | 8,483 | (111.8 | )% | 4,275 | 3,980 | 7.4 | % | |||||||||
| Total other income | 37,812 | 51,259 | (26.2 | )% | 146,580 | 133,050 | 10.2 | % | ||||||||||
| Income before income taxes | 502,094 | 502,804 | (0.1 | )% | 1,430,266 | 1,417,173 | 0.9 | % | ||||||||||
| Income tax expense | 100,701 | 97,466 | 3.3 | % | 276,696 | 264,118 | 4.8 | % | ||||||||||
| Net income | 401,393 | 405,338 | (1.0 | )% | 1,153,570 | 1,153,055 | 0.0 | % | ||||||||||
| Less: Net loss attributable to noncontrolling interest | (1,008 | ) | (1,271 | ) | (20.7 | )% | (3,277 | ) | (3,040 | ) | 7.8 | % | ||||||
| Net income attributable to Copart, Inc. | $ | 402,401 | $ | 406,609 | (1.0 | )% | $ | 1,156,847 | $ | 1,156,095 | 0.1 | % | ||||||
| Basic net income per common share | $ | 0.43 | $ | 0.42 | 2.4 | % | $ | 1.21 | $ | 1.20 | 0.8 | % | ||||||
| Weighted average common shares outstanding | 936,293 | 966,234 | (3.1 | )% | 957,280 | 964,702 | (0.8 | )% | ||||||||||
| Diluted net income per common share | $ | 0.43 | $ | 0.42 | 2.4 | % | $ | 1.20 | $ | 1.18 | 1.7 | % | ||||||
| Diluted weighted average common shares outstanding | 942,770 | 978,089 | (3.6 | )% | 965,215 | 977,485 | (1.3 | )% |
Copart, Inc.
Consolidated Balance Sheets
(In thousands)
(Unaudited)
| July 31, 2025 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash, cash equivalents, and restricted cash | 3,354,142 | $ | 2,780,531 | ||
| Investment in held to maturity securities | 845,570 | 2,008,539 | |||
| Accounts receivable, net of allowance for credit losses of 14,636 and 12,945, respectively | 794,472 | 762,811 | |||
| Vehicle pooling costs | 117,979 | 116,145 | |||
| Inventories | 49,632 | 39,661 | |||
| Income taxes receivable | 721 | 580 | |||
| Prepaid expenses and other assets | 54,157 | 46,361 | |||
| Total current assets | 5,216,673 | 5,754,628 | |||
| Property and equipment, net | 3,715,922 | 3,598,093 | |||
| Operating lease right-of-use assets | 88,066 | 99,708 | |||
| Intangibles, net | 53,943 | 62,832 | |||
| Goodwill | 522,703 | 517,779 | |||
| Other assets | 51,729 | 57,862 | |||
| Total assets | 9,649,036 | $ | 10,090,902 | ||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable and accrued liabilities | 598,290 | $ | 591,831 | ||
| Deferred revenue | 33,494 | 30,440 | |||
| Income taxes payable | 37,650 | 41,141 | |||
| Current portion of operating and finance lease liabilities | 15,825 | 19,869 | |||
| Total current liabilities | 685,259 | 683,281 | |||
| Deferred income taxes | 89,733 | 80,625 | |||
| Income taxes payable | 5,308 | 35,635 | |||
| Operating and finance lease liabilities, net of current portion | 77,291 | 83,870 | |||
| Total liabilities | 857,591 | 883,411 | |||
| Commitments and contingencies | |||||
| Redeemable non controlling interest | 17,181 | 20,458 | |||
| Stockholders’ equity: | |||||
| Preferred stock | - | - | |||
| Common stock | 93 | 97 | |||
| Additional paid-in capital | 1,207,201 | 1,214,150 | |||
| Accumulated other comprehensive loss | (87,207 | ) | (120,283 | ) | |
| Retained earnings | 7,654,177 | 8,093,069 | |||
| Total stockholders’ equity | 8,774,264 | 9,187,033 | |||
| Total liabilities, redeemable noncontrolling interests and stockholders’ equity | 9,649,036 | $ | 10,090,902 |
All values are in US Dollars.
Copart, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended April 30, | ||||||
|---|---|---|---|---|---|---|
| (In thousands) | 2026 | 2025 | ||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 1,153,570 | $ | 1,153,055 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization, including debt cost | 168,799 | 163,642 | ||||
| Allowance for credit losses | 1,634 | 153 | ||||
| Equity in (earnings) losses of unconsolidated affiliates | (390 | ) | (135 | ) | ||
| Stock-based compensation | 29,013 | 28,905 | ||||
| Loss (gain) on sale of property and equipment | 1,665 | (1,041 | ) | |||
| Deferred income taxes | 8,274 | 67 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (57,293 | ) | (1,916 | ) | ||
| Vehicle pooling costs | (1,182 | ) | 14,944 | |||
| Inventories | (9,442 | ) | (180 | ) | ||
| Prepaid expenses, other current and non-current assets | (11,519 | ) | (935 | ) | ||
| Operating lease right-of-use assets and lease liabilities | 853 | 915 | ||||
| Accounts payable and accrued liabilities | (5,479 | ) | 56,060 | |||
| Deferred revenue | 2,839 | 1,961 | ||||
| Income taxes receivable | (128 | ) | 1 | |||
| Income taxes payable | (34,263 | ) | (54,222 | ) | ||
| Net cash provided by operating activities | 1,246,951 | 1,361,274 | ||||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (258,553 | ) | (481,349 | ) | ||
| Assets and liabilities acquired in connection with acquisition | (4,747 | ) | (1,213 | ) | ||
| Proceeds from sale of property and equipment | 11,077 | 4,533 | ||||
| Purchases of held to maturity securities | (845,570 | ) | (2,017,843 | ) | ||
| Proceeds from held to maturity securities | 2,035,000 | 1,940,000 | ||||
| Investment in unconsolidated affiliate | (3,737 | ) | (3,177 | ) | ||
| Net cash provided by (used in) investing activities | 933,470 | (559,049 | ) | |||
| Cash flows from financing activities: | ||||||
| Proceeds from the exercise of stock options | 14,162 | 40,171 | ||||
| Proceeds from the issuance of Employee Stock Purchase Plan shares | 7,460 | 7,404 | ||||
| Repurchases of common stock | (1,632,537 | ) | - | |||
| Payments for employee stock-based tax withholdings | (2,762 | ) | (3,358 | ) | ||
| Debt issuance costs | (1,534 | ) | - | |||
| Payments of finance lease obligations | (11 | ) | (44 | ) | ||
| Net cash (used in) provided by financing activities | (1,615,222 | ) | 44,173 | |||
| Effect of foreign currency translation | 8,412 | 5,990 | ||||
| Net increase in cash, cash equivalents, and restricted cash | 573,611 | 852,388 | ||||
| Cash, cash equivalents, and restricted cash at beginning of period | 2,780,531 | 1,514,111 | ||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 3,354,142 | $ | 2,366,499 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Interest paid | $ | 1,628 | $ | 1,972 | ||
| Income taxes paid, net of refunds | $ | 315,537 | $ | 318,989 | ||
| Purchase of property and equipment through settlement of deposit | $ | 2,850 | $ | 64,050 |
Copart, Inc.
Segments Information
(In thousands)
(Unaudited)
| Three Months Ended April 30, 2026 | Three Months Ended April 30, 2025 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| United States | International | Total | United States | International | Total | |||||||
| Service revenues | $ | 895,464 | $ | 160,616 | $ | 1,056,080 | $ | 898,625 | $ | 136,211 | $ | 1,034,836 |
| Vehicle sales | 107,398 | 73,588 | 180,986 | 107,832 | 69,048 | 176,880 | ||||||
| Total service revenues and vehicle sales | 1,002,862 | 234,204 | 1,237,066 | 1,006,457 | 205,259 | 1,211,716 | ||||||
| Facility operations | 419,714 | 84,476 | 504,190 | 412,895 | 76,840 | 489,735 | ||||||
| Cost of vehicle sales | 99,024 | 61,253 | 160,277 | 113,853 | 55,861 | 169,714 | ||||||
| General and administrative | 93,679 | 14,638 | 108,317 | 87,244 | 13,478 | 100,722 | ||||||
| Operating income | $ | 390,445 | $ | 73,837 | $ | 464,282 | $ | 392,465 | $ | 59,080 | $ | 451,545 |
| Nine Months Ended April 30, 2026 | Nine Months Ended April 30, 2025 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| United States | International | Total | United States | International | Total | |||||||
| Service revenues | $ | 2,570,465 | $ | 429,511 | $ | 2,999,976 | $ | 2,626,745 | $ | 385,708 | $ | 3,012,453 |
| Vehicle sales | 306,631 | 207,163 | 513,794 | 302,097 | 207,311 | 509,408 | ||||||
| Total service revenues and vehicle sales | 2,877,096 | 636,674 | 3,513,770 | 2,928,842 | 593,019 | 3,521,861 | ||||||
| Facility operations | 1,213,549 | 245,560 | 1,459,109 | 1,255,336 | 221,001 | 1,476,337 | ||||||
| Cost of vehicle sales | 285,356 | 166,896 | 452,252 | 282,946 | 172,653 | 455,599 | ||||||
| General and administrative | 271,301 | 47,422 | 318,723 | 267,142 | 38,660 | 305,802 | ||||||
| Operating income | $ | 1,106,890 | $ | 176,796 | $ | 1,283,686 | $ | 1,123,418 | $ | 160,705 | $ | 1,284,123 |