CPRT

• Berger's practice focuses on corporate governance, M&A, and shareholder activism; he has been a partner at Wilson Sonsini for over 20 years.
• No arrangements or understandings led to Berger's selection, and he has no family relationships with Copart directors or officers.
• Berger will participate in Copart's outside director compensation program and has entered into the company's standard indemnification agreement.
• Copart expects any future fees to Wilson Sonsini for routine legal services to be immaterial for fiscal year ending July 31, 2027.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Jane Pocock, current CEO of Copart's UK operations, will become President effective August 1, 2026.
• No arrangements, family relationships, or material interests were disclosed in connection with her selection.
• The appointment was announced via press release on July 8, 2026, and filed under Item 7.01 Regulation FD.
• Executive Chairman Jay Adair praised Pocock's leadership and growth in the UK and Ireland.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Jeffrey Liaw will step down as CEO and resign from the Board, effective the same date, with no disagreement related to financial reporting.
• Liaw will serve as Senior Advisor to Adair until July 31, 2027, under a Transition and Separation Agreement dated June 25, 2026.
• Liaw receives a $450,000 lump sum, $200,000 during the transition period, and modifications to equity awards including waived holding periods and price hurdles.
• The company issued a press release on June 29, 2026, announcing the leadership changes.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Diluted EPS for the quarter was $0.43, up 2.4% from $0.42 in the prior-year quarter.
• For the nine months ended April 30, 2026, revenue was $3.5 billion, down 0.2%; gross profit was $1.6 billion, up 0.8%; net income attributable to Copart was $1.2 billion, up 0.1%.
• Nine-month diluted EPS was $1.20, up 1.7% from $1.18 in the prior-year period.
• A conference call to discuss results was held on May 21, 2026, with a replay available through September 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Diluted EPS for the quarter was $0.36, down 10.0% from $0.40 in the same quarter last year.
• For the six months ended January 31, 2026, revenue was $2.3 billion, gross profit $1 billion, and net income attributable to Copart $754.4 million, with net income up 0.7% year-over-year.
• Six-month diluted EPS was $0.77, unchanged from the prior year.
• A conference call to discuss results was held on February 19, 2026, with a replay available through May 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The new facility provides a $1.25 billion revolving credit line maturing January 23, 2031, with an option to extend up to two times by one year each.
• The facility includes sub-facilities for foreign subsidiaries (CPRT GmbH, Copart Autos España, Copart UK) and a discretionary incremental facility of up to $500 million.
• Borrowings bear interest based on SOFR, SONIA, EURIBOR, or CORRA plus margins ranging from 0.75% to 1.125% (fixed rate) or 0.0% to 0.125% (daily rate), depending on leverage.
• Proceeds are intended for general corporate purposes, including working capital, capital expenditures, dividends, share repurchases, acquisitions, and international expansion.
• The credit agreement is unsecured and guaranteed by Copart and certain domestic subsidiaries meeting materiality thresholds.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• All 12 director nominees were elected, with votes for ranging from 716,171,076 (Diane M. Morefield) to 821,074,088 (Jeffrey Liaw).
• Stockholders approved, on an advisory basis, executive compensation for the year ended July 31, 2025 (770,518,442 for, 63,624,957 against).
• Stockholders ratified Ernst & Young LLP as independent auditor for fiscal year ending July 31, 2026 (864,365,108 for, 15,739,493 against).
• The report was filed under Item 5.07 to disclose the voting results of these matters.

5.07 Submission of Matters to a Vote of Security Holders

• Gross profit increased 4.9% to $537.0 million from $512.1 million in the prior year quarter.
• Net income attributable to Copart, Inc. rose 11.5% to $403.7 million, with diluted EPS of $0.41 versus $0.37.
• The company introduced segment reporting, showing U.S. operating income of $375.0 million and international operating income of $55.7 million.
• Cash, cash equivalents, and restricted cash totaled $5.23 billion as of October 31, 2025, up from $2.78 billion at July 31, 2025.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits