Copart (CPRT) risk factors, FY2025 10-K

Copart's FY2025 10-K, filed Sep 26, 2025, lists 31 risk factors in 4 groups. Against the prior year's 31: 1 new, 1 dropped, 2 substantially reworded.

Risk factors listed
314 groups
New this year
1vs 31 last year
Dropped
1since the prior 10-K
Substantially reworded
2of those kept
Section length
10k wordsItem 1A

What the changes say

  • Anti-takeover defenses and insider share ownership dominate new and reworded governance risks.
  • Weather-related yard capacity constraints were updated to reference recent hurricanes Helene and Milton.

What changed since the prior 10-K

New

  • NewRisks Related to Ownership of Our Common Stock

    transactions that could be beneficial to us or our other investors. These stockholders may take these actions even if they are opposed by our other investors

    Anti-takeover provisions, Delaware law, and 5,000,000 shares of undesignated preferred stock could prevent acquisition bids and block management changes.

Dropped

  • DroppedRisks Related to Our Business and Industry

    businesses acquired or operational capabilities established outside the U.S. could have an adverse effect on our consolidated results of operations, financial position, or cash flows

    International expansion risks covering acquisitions across Canada, UK, UAE, Brazil, and other countries.

Reworded

  • 83% rewrittenRisks Related to Ownership of Our Common Stock

    Our executive officers, directors, and their affiliates hold a large percentage of our stock and their interests may differ from other stockholders

    Updated the common stock ownership reference date from July 31, 2024 to July 31, 2025.

  • 26% rewrittenRisks Related to Our Business and Industry

    Failure to maintain sufficient capacity to accept additional vehicles at one or more of our storage facilities could adversely affect our relationships with insurance companies or other sellers of vehicles

    Replaced the historical mention of Hurricane Ida with Hurricanes Helene and Milton as examples of weather events causing facility capacity constraints.

All 31 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Industry

  1. 01Our business is exposed to risks associated with online commerce security and credit card fraud
  2. 02Implementation of our online auction model in new markets may not result in the same synergies and benefits that we achieved when we implemented the model in the U.S., Canada, and the U.K
  3. 03Failure to maintain sufficient capacity to accept additional vehicles at one or more of our storage facilities could adversely affect our relationships with insurance companies or other sellers of vehicles26% rewritten
  4. 04Because the growth of our business has been due in large part to acquisitions and development of new facilities, the rate of growth of our business and revenues may decline if we are not able to successfully complete acquisitions and develop new facilities
  5. 05As we continue to expand our operations, our failure to manage growth could harm our business and adversely affect our consolidated results of operations and financial position
  6. 06If we experience problems with our subhaulers and trucking fleet operations, our business could be harmed
  7. 07New member programs could impact our operating results
  8. 08If we lose key management or are unable to attract and retain the talent required for our business, we may not be able to successfully manage our business or achieve our objectives
  9. 09The vehicle sales industry is highly competitive, and we may not be able to compete successfully

Risks Related to Regulatory Compliance and Legal Matters

  1. 10Our business activities and public policy interests expose us to political, regulatory, economic, and reputational risks
  2. 11Our operations and acquisitions in the U.S. and certain foreign areas expose us to political, regulatory, economic, and reputational risks
  3. 12Although we face risks associated with international expansion in each of the non-U.S. markets where we operate, recent regulatory proposals in Brazil heighten the risks we face relating to our Brazil operations
  4. 13We face risks associated with transacting on a principal rather than agent basis, which may have an adverse impact on our gross margin percentages and expose us to inventory risks
  5. 14Our business is subject to a variety of domestic and international laws and other obligations regarding privacy and data protection
  6. 15Regulation of the vehicle sales industry may impair our operations, increase our costs of doing business, and create potential liability
  7. 16Changes in laws or the interpretation of laws, including foreign laws and regulations, affecting the import and export of vehicles may have an adverse effect on our business and financial condition
  8. 17The operation of our storage facilities poses certain environmental risks, which could adversely affect our consolidated results of operations, financial position, or cash flows
  9. 18Changes in federal, state and local, or foreign tax laws, changing interpretations of existing tax laws, or adverse determinations by tax authorities could increase our tax burden or otherwise adversely affect our results of operations, and financial condition

Risks Related to Our Intellectual Property and Technology

  1. 19Our internet-based sales model has increased the relative importance of intellectual property assets to our business, and any inability to protect those rights could have a material adverse effect on our business, results of operations, or financial position
  2. 20We have in the past been, and may in the future be, subject to intellectual property rights claims, which are costly to defend, could require us to pay damages, and could limit our ability to use certain technologies in the future
  3. 21We have developed a proprietary enterprise operating system, and we may experience difficulties operating our business as we continue to design and develop this system
  4. 22Rapid technological changes may render our technology obsolete or decrease the competitiveness of our services

Risks Related to Ownership of Our Common Stock

  1. 23Our annual and quarterly performance may fluctuate, causing the price of our stock to decline
  2. 24Our executive officers, directors, and their affiliates hold a large percentage of our stock and their interests may differ from other stockholders83% rewritten
  3. 25transactions that could be beneficial to us or our other investors. These stockholders may take these actions even if they are opposed by our other investorsNew
  4. 26This provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act, for which the U.S. federal courts have exclusive jurisdiction, or the Securities Act
  5. 27Cash investments are subject to risks
  6. 28We are partially self-insured for certain losses and if our estimates of the cost of future claims differ from actual trends, our results of operations could be harmed
  7. 29Macroeconomic factors such as fluctuations in fuel prices, commodities as well as used car prices, and vehicle-related technological advances may have an adverse effect on our revenues and operating results, as well as our earnings growth rates
  8. 30Adverse U.S. and international economic conditions may negatively affect our business, operating results, and financial condition
  9. 31Fluctuations in foreign currency exchange rates could result in declines in our reported revenues and earnings

Other Copart 10-Ks

  • FY2026 10-K risk factors
    32 risks2 new9 reworded

    New $1.25 billion revolving credit facility creates explicit leverage, covenant, and debt-servicing risk through 2031.

    Filed Sep 29, 2026
  • FY2024 10-K risk factors
    31 risks

    International operations across multiple foreign countries create complex regulatory, tax, and currency exposure risks. Storage facility capacity constraints limit vehicle acceptance after adverse weather events. Proprietary technology reliance exposes the company to intellectual property and operational disruption risks.

    Filed Sep 30, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.