Copart Inc.

08/18/2026 | Press release | Distributed by Public on 08/18/2026 15:29

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
STEARNS LEAH C
2. Issuer Name and Ticker or Trading Symbol
COPART INC [CPRT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
14185 DALLAS PARKWAY, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2026
(Street)
DALLAS, TX 75254
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 08/16/2026 A 12,654 (2) (2) Common Stock 12,654 $ 0 12,654 D
Stock Options $31.61 08/16/2026 A 200,000 (3) 08/16/2036 Common Stock 200,000 $ 0 200,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STEARNS LEAH C
14185 DALLAS PARKWAY
SUITE 400
DALLAS, TX 75254
Chief Financial Officer

Signatures

/s/ D. Joseph Meister, attorney-in-fact 08/18/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit represents a contingent right to receive one share of Copart, Inc. common stock.
(2) Twenty percent of the Restricted Stock Units (RSUs) vest on the first anniversary of the grant date (August 16, 2027), and the balance vests cumulatively at a rate of 1/20 each three month quarter thereafter, such that 100% of the RSUs will vest on the fifth anniversary of the grant date.
(3) 100% of the stock options are subject to time -based vesting, with 20% of the stock options vesting on the first anniversary of the grant date, and the balance vesting at a rate of 1/60 per month thereafter, such that 100% of the stock options will vest and become exerciseable on the fifth anniversary of the grant date. In addition to the time-based vesting, 114,400 of the stock options are subject to an additional performance-based vesting condition and will not be exerciseable unless and until the trading price of the Copart, Inc. Common Stock in trading on the Nasdaq Global Select Market is an amount greater than or equal to $39.51 (125% of the per share exercise price) both (1) at the moment of any exercise, and (2) at the closing price for each of the twenty consecutive trading days preceding the date of any exercise.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Copart Inc. published this content on August 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 18, 2026 at 21:29 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]