CPRT: Leadership change · Company disclosure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers CEO Transition On June 29, 2026, Copart, Inc. (the “Company”) announced that its Board of Directors (the “Board”) appointed A. Jayson Adair, the Company’s current Executive Chairman, as Chief Executive Officer and principal executive officer (the “CEO Transition”), effective as of July 31, 2026 (the “Transition Date”). Mr. Adair succeeds Jeffrey Liaw, who will step down as Chief Executive Officer and principal executive officer and will resign from the Board, each effective as of the Transition Date. Mr. Liaw’s decision to resign was not the result of any disagreement with the Company regarding its financial reporting, policies or practices. The Company has previously disclosed the biographical information of Mr. Adair in its filings with the Securities and Exchange Commission (“SEC”), and there are no material changes to such information. There are no arrangements or understandings between Mr. Adair and any other person pursuant to which Mr. Adair was selected as Chief Executive Officer. Mr. Adair is the son-in-law of Wills J. Johnson, the Company’s Chairman of the Board. Except as disclosed in the section entitled “Related Person Transactions and Delinquent Section 16(a) Reports” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on October 24, 2025, which disclosure related to Mr. Adair is incorporated herein by reference, Mr. Adair does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Transition and Separation Agreement and General Release In connection with the CEO Transition, the Board approved, and