Copart, Inc. (CPRT) FY2026 8-K Filings and Company Events

Filings that contain financial statements

Copart furnishes its quarterly earnings releases as Exhibit 99.1 to Form 8-K. Each release carries a consolidated statement of income, a balance sheet, a statement of cash flows and a segment table (the fiscal 2025 fourth-quarter release lists the first three; the segment table first appears in the fiscal 2026 first-quarter release).

• Form 8-K filed 2026-09-10, accession 0001193125-26-387902: fourth quarter and full year ended July 31, 2026 (three-month and twelve-month income statement, balance sheet at July 31, 2026 and 2025, twelve-month cash flows, segment table).
• Form 8-K filed 2026-05-21, accession 0001193125-26-234447: third quarter ended April 30, 2026 (three-month and nine-month results).
• Form 8-K filed 2026-02-19, accession 0001193125-26-059440: second quarter ended January 31, 2026 (three-month and six-month results).
• Form 8-K filed 2025-11-20, accession 0001193125-25-289803: first quarter ended October 31, 2025.
• Form 8-K filed 2025-09-04, accession 0000900075-25-000017: fourth quarter and full year ended July 31, 2025.

The first and second fiscal 2026 quarters are also presented with financial statements in these furnished earnings releases. The filed statements are the fiscal 2026 Form 10-K (accession 0001193125-26-405731, filed 2026-09-29) and the three quarterly Forms 10-Q: first quarter ended October 31, 2025 (accession 0001193125-25-291660, filed 2025-11-24), second quarter ended January 31, 2026 (accession 0001193125-26-088593, filed 2026-03-03) and third quarter ended April 30, 2026 (accession 0001193125-26-245578, filed 2026-05-29). Where a furnished release and the Form 10-K differ, the Form 10-K governs.

Completed acquisition: ACV Auctions Inc. (NYSE: ACVA)

Status: completed on 2026-10-16. The agreement was signed 2026-09-10; the tender offer expired 2026-10-15 and the merger closed 2026-10-16.

• 2026-09-10, definitive agreement signed (Form 8-K, accession 0001193125-26-388064; Item 1.01, Item 7.01). Copart, ACV and Copart's wholly owned subsidiary Apple Merger Sub, Inc. entered into an Agreement and Plan of Merger (Exhibit 2.1). Merger Sub is to commence a cash tender offer for all ACV common stock at $10.50 per share, an implied equity value of approximately $1.9 billion. The joint press release (Exhibit 99.1) gives a premium of about 45% to ACV's unaffected closing price on August 10, 2026 and about 41% to its 30-day volume-weighted average price through September 9, 2026.
• Conditions: a minimum tender of at least one share more than 50% of ACV's outstanding shares, expiration or termination of the Hart-Scott-Rodino waiting period, absence of an injunction, and other customary conditions. There is no financing condition. After the offer, Merger Sub merges into ACV under Section 251(h) of the Delaware General Corporation Law without a further stockholder vote, and untendered shares convert into the right to receive the same $10.50 in cash.
• Funding and timing: funded from cash on hand; the boards of both companies unanimously approved; the press release expects closing by calendar year-end 2026. ACV is to operate as an independent subsidiary led by its existing management.
• Termination fees: ACV would pay Copart $57.7 million if it terminates to accept a superior proposal. Copart would pay ACV $115.3 million in specified circumstances, including termination following an antitrust injunction or failure of the Hart-Scott-Rodino or injunction condition by the end date.
• Support agreement (Exhibit 10.1): certain ACV holders owning about 4.1% of ACV stock at September 8, 2026 agreed to tender their shares.
• Expected earnings effect (Exhibit 99.1): neutral to Copart's earnings per share in the first full year of ownership and accretive in fiscal 2028 and beyond.
• Accounting: the fiscal 2026 Form 10-K (accession 0001193125-26-405731, Note 19, Subsequent Events) treats the agreement as a post-year-end event not reflected in the July 31, 2026 financial statements and states that Copart had not completed its evaluation of the acquisition accounting.
• Tender offer progress (Schedule TO filings):
  • SC TO-T, accession 0001193125-26-393827, filed 2026-09-17: the tender offer commenced.
  • SC TO-T/A Amendment No. 1, accession 0001193125-26-406039, filed 2026-09-29: Copart withdrew and refiled its Hart-Scott-Rodino notification on 2026-09-28 to give the antitrust agencies more time; the waiting period was then expected to expire at 11:59 p.m. Eastern Time on 2026-10-13. Also reported three stockholder complaints filed against ACV and its board.
  • SC TO-T/A Amendment No. 2, accession 0001193125-26-409871, filed 2026-10-01: the offer, originally set to expire one minute after 11:59 p.m. Eastern Time on 2026-09-30, was extended to 5:00 p.m. Eastern Time on 2026-10-07. About 81,269,394 ACV shares, about 47.78%, had been tendered at the original expiration.
  • SC TO-T/A Amendment No. 3, accession 0001193125-26-417451, filed 2026-10-08: the expiration was extended from 2026-10-07 to 5:00 p.m. Eastern Time on 2026-10-15. About 90,199,271 ACV shares, about 52.84%, had been tendered as of the 2026-10-07 expiration.
  • SC TO-T/A Amendment No. 4, accession 0001193125-26-421044, filed 2026-10-14: the Hart-Scott-Rodino waiting period expired and the antitrust condition was satisfied.
  • SC TO-T/A Amendment No. 5, accession 0001193125-26-423456, filed 2026-10-16, marked as the final amendment reporting results: the offer expired at 5:00 p.m. Eastern Time on 2026-10-15 and was not further extended. 116,818,409 ACV shares were validly tendered and not withdrawn, about 68.43% of outstanding shares together with shares owned by Copart and its affiliates, satisfying the minimum condition. Purchaser accepted all tendered shares for payment, then merged into ACV under Section 251(h) of the Delaware General Corporation Law; each untendered share converted into $10.50 in cash. ACV is now a wholly owned subsidiary of Copart and its shares were expected to cease trading on the NYSE. Copart's 2026-10-16 press release announcing the expiration and the merger is Exhibit (a)(5)(ix).
• 2026-10-16, acquisition completed (Form 8-K, accession 0001193125-26-423478; Items 2.01, 7.01, 9.01). Copart reported that it completed the acquisition of ACV on 2026-10-16: Merger Sub accepted for payment and paid for the tendered shares after the offer expired, then merged into ACV, which survives as a wholly owned subsidiary.

Fiscal 2026 results

• Fourth quarter and full year, 2026-09-10 (Form 8-K, accession 0001193125-26-387902, Exhibit 99.1). Fourth-quarter revenue was $1,152.4 million, up 2.4%; gross profit $481.4 million, down 5.5%; net income attributable to Copart $327.4 million, down 17.4%; diluted earnings per share $0.35 versus $0.41. Full-year revenue was $4,666.2 million, up 0.4%; gross profit $2,083.9 million, down 0.8%; net income attributable to Copart $1,484.3 million, down 4.4%; diluted earnings per share $1.55 versus $1.59. Full-year operating cash flow was $1,604.5 million and purchases of property and equipment $337.4 million. The release gave no guidance.
• Third quarter, 2026-05-21 (accession 0001193125-26-234447): revenue up 2.1%, gross profit $572.6 million (up 3.7%), net income attributable to Copart $402.4 million (down 1.0%), diluted earnings per share $0.43 versus $0.42.
• Second quarter, 2026-02-19 (accession 0001193125-26-059440): revenue down 3.6%, gross profit $492.8 million (down 6.2%), net income attributable to Copart $350.7 million (down 9.5%), diluted earnings per share $0.36 versus $0.40.
• First quarter, 2025-11-20 (accession 0001193125-25-289803): revenue up 0.7%, gross profit $537.0 million (up 4.9%), net income attributable to Copart $403.7 million (up 11.5%), diluted earnings per share $0.41 versus $0.37. The release added a segment table.
• Prior-year fourth quarter, 2025-09-04 (accession 0000900075-25-000017): full fiscal 2025 revenue up 9.7% and diluted earnings per share $1.59.

Capital actions

• Share repurchases. Copart repurchased 43,433,164 shares during fiscal 2026 at a weighted average price of $37.63, about $1.6 billion in total, having repurchased none in fiscal 2025 or 2024 (Form 10-K, accession 0001193125-26-405731, equity note; cash flow statement shows $1,632.5 million). At July 31, 2026, 282 million shares remained available under the authorization. The 10-K also states Copart has not paid a cash dividend since becoming public in 1994.
• 2026-01-23 credit facility (Form 8-K filed 2026-01-26, accession 0001193125-26-022730, Items 1.01 and 2.03). Copart entered into a new unsecured $1,250.0 million senior revolving credit facility with Wells Fargo Bank, National Association as administrative agent, maturing 2031-01-23 (two one-year extensions may be requested; incremental facility up to $500.0 million). Borrowings bear interest at the applicable benchmark rate plus 0.75% to 1.125%, depending on net leverage. Copart concurrently terminated and repaid its 2021 credit agreement with Bank of America. Stated uses include general corporate purposes, share repurchases and acquisitions.

Management and board

• 2026-06-29, CEO transition (Form 8-K, accession 0001193125-26-286982, Item 5.02). The board appointed Executive Chairman A. Jayson Adair as Chief Executive Officer effective 2026-07-31, succeeding Jeffrey Liaw, who stepped down as CEO and left the board on that date. The filing states Mr. Liaw's departure was not the result of any disagreement over financial reporting, policies or practices. Under a Transition and Separation Agreement dated 2026-06-25, Mr. Liaw becomes an advisor to Mr. Adair through 2027-07-31, with a $450,000 lump sum, $200,000 during the transition period, and later payments and equity vesting terms described in the filing.
• 2026-07-08, new President (Form 8-K, accession 0001193125-26-298722). Jane Pocock, CEO of Copart's United Kingdom operations, was promoted to President effective 2026-08-01. An amendment (Form 8-K/A filed 2026-08-19, accession 0001193125-26-356968) discloses her compensation approved 2026-08-16: base salary $804,000, target bonus $643,000, restricted stock units valued at $800,000, and an option for 500,000 shares, 279,000 of which carry a 125% share-price hurdle.
• 2026-08-13, new director (Form 8-K, accession 0001193125-26-354640). David J. Berger, a senior partner at Wilson Sonsini Goodrich & Rosati, Copart's outside corporate counsel, joined the board, with a term running to the 2026 annual meeting. Wilson Sonsini is also Copart's legal counsel on the ACV transaction.

Shareholder vote

• 2025-12-05 annual meeting (Form 8-K filed 2025-12-11, accession 0001193125-25-315830, Item 5.07). All twelve director nominees were elected, executive compensation was approved on an advisory basis (770.5 million votes for, 63.6 million against), and Ernst & Young LLP was ratified as auditor for fiscal 2026.