Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry Into Material Definitive Agreements.

On January 23, 2026, Copart, Inc. ("Copart") entered into a Senior Revolving Credit Agreement (the "Credit Agreement") by and among Copart, certain subsidiaries of Copart party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent. Concurrently with entry into the Credit Agreement, Copart terminated all available commitments and repaid all amounts outstanding under that certain Second Amended and Restated Credit Agreement, dated as of December 21, 2021, by and among the Copart, the designated borrowers from time to time party thereto, the guarantors from time to time party thereto, the lenders party from time to time thereto and Bank of America, N.A., as the administrative agent (the "Existing Credit Agreement").

The Credit Agreement provides for a $1,250.0 million revolving credit facility maturing on January 23, 2031 (including up to $550.0 million equivalent of borrowings in Pounds Sterling, Euro and Canadian Dollars and a discretionary incremental facility of up to $500.0 million). The Credit Agreement includes a $150.0 million equivalent sub-facilityavailable to CPRT GmbH, a $150.0 million equivalent sub-facilityavailable to Copart Autos España, S.L.U. and a $250.0 million equivalent sub-facilityavailable to Copart UK Limited, each of which are wholly-owned direct or indirect foreign subsidiaries of Copart and co-borrowersunder the Credit Agreement. The Credit Agreement also includes a $100.0 million swingline sublimit and a $100.0 million letter of credit sublimit.

The Credit Agreement is unsecured and is guaranteed by each borrower thereunder and certain of Copart's domestic subsidiaries meeting materiality thresholds set forth in the Credit Agreement. The Credit Agreement matures on January 23, 2031 (the "Maturity Date"). Copart may request that the Maturity Date be extended by one year up to two times over the term of the Credit Agreement.

Borrowings under the Credit Agreement bear interest based on, at our option, either (1) the applicable fixed rate plus 0.75% to 1.125% or (2) the daily rate plus 0.0% to 0.125%, in each case, depending on Copart's consolidated total net leverage ratio. Additionally, the unused revolving commitments under the Credit Agreement are subject to the payment of a customary commitment fee at a range of 0.05% to 0.125%, depending on Copart's consolidated total net leverage ratio.

The applicable fixed rates described above with respect to borrowings denominated in (1) U.S. Dollars is SOFR, (2) Pounds Sterling is SONIA, (3) Euro is EURIBOR and (4) Canadian Dollars is CORRA plus certain "spread adjustments" described in the Credit Agreement.

Copart intends to use the proceeds under the Credit Agreement for general corporate purposes, including working capital and capital expenditures, dividends, and potential share repurchases, acquisitions, or other investments relating to Copart's expansion strategies in domestic and international markets.

Section 2 - Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-BalanceSheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits