What the changes say
- New $1.25 billion revolving credit facility creates explicit leverage, covenant, and debt-servicing risk through 2031.
- Artificial intelligence now supports vehicle assessment, valuation, pricing, fraud detection, customer support, and productivity, adding regulatory and execution risks.
- International compliance language expands export-control and sanctions concerns, while privacy disclosure adds United Kingdom GDPR-implementing legislation.
- Facility expansion accelerated in fiscal 2026, with two Brazil facilities and six U.S. facilities opened.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
We may incur substantial indebtedness and any failure to meet our debt obligations may adversely affect our business, financial condition, and results of operations
Borrowing under the $1.25 billion 2026 Credit Agreement could constrain spending and strategy if Copart cannot meet debt obligations or leverage covenants.
- NewRisks Related to Our Intellectual Property and Technology
Our development and use of artificial intelligence and machine learning technologies present operational, legal, competitive, and reputational risks that could adversely affect our business, consolidated results of operations, and financial position
AI and machine learning used for vehicle assessment, valuation, pricing, fraud detection, support, and productivity could fail, lag competitors, or trigger evolving regulation.
Reworded
- 75% rewrittenRisks Related to Regulatory Compliance and Legal Matters
Our business is subject to a variety of domestic and international laws and other obligations regarding privacy and data protection
Privacy coverage now expressly includes other personal-data processing and adds United Kingdom legislation substantially implementing the GDPR.
- 69% rewrittenRisks Related to Regulatory Compliance and Legal Matters
Although 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
The wording narrows anti-bribery conduct to companies authorizing, offering, or providing improper payments, while the heading highlights Brazil regulatory proposals.
- 68% rewrittenRisks Related to Regulatory Compliance and Legal Matters
Our operations and acquisitions in the U.S. and certain foreign areas expose us to political, regulatory, economic, and reputational risks
The risk now specifically covers U.S. export licenses, Export Administration Regulations, and Treasury sanctions, and adds business partners to potentially violating parties.
- 46% rewrittenRisks Related to Our Intellectual Property and Technology
Rapid technological changes may render our technology obsolete or decrease the competitiveness of our services
No substantive change; the technology-obsolescence risk remains materially the same, including artificial intelligence, machine learning, and generative AI.
- 38% rewrittenRisks Related to Our Intellectual Property and Technology
Our 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
No substantive change; the risk continues covering loss of patents, trademarks, trade secrets, copyrights, or licensed intellectual property.
- 33% rewrittenRisks Related to Regulatory Compliance and Legal Matters
Changes 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
No substantive change; the tax-risk discussion remains materially identical aside from minor wording and formatting updates.
- 27% rewrittenRisks Related to Our Intellectual Property and Technology
We 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
No substantive change; the risk continues covering intellectual-property infringement claims, defense costs, damages, and limits on technology use.
- 25% rewrittenRisks Related to Our Business and Industry
Because 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
The facility history now adds fiscal 2026 openings—two in Brazil and six in the U.S.—and removes the fiscal 2023 figures.
- 20% rewrittenRisks Related to Regulatory Compliance and Legal Matters
Changes 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
All 32 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Our business is exposed to risks associated with online commerce security and credit card fraud
- 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
- 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 vehicles
- 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 facilities25% rewritten
- 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
- 06If we experience problems with our subhaulers and trucking fleet operations, our business could be harmed
- 07New member programs could impact our operating results
- 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
- 09The vehicle sales industry is highly competitive, and we may not be able to compete successfully
- 10We may incur substantial indebtedness and any failure to meet our debt obligations may adversely affect our business, financial condition, and results of operationsNew
Risks Related to Regulatory Compliance and Legal Matters
- 11Our business activities and public policy interests expose us to political, regulatory, economic, and reputational risks
- 12Our operations and acquisitions in the U.S. and certain foreign areas expose us to political, regulatory, economic, and reputational risks68% rewritten
- 13Although 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 operations69% rewritten
- 14We 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
- 15Our business is subject to a variety of domestic and international laws and other obligations regarding privacy and data protection75% rewritten
- 16Regulation of the vehicle sales industry may impair our operations, increase our costs of doing business, and create potential liability
- 17Changes 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 condition20% rewritten
- 18The operation of our storage facilities poses certain environmental risks, which could adversely affect our consolidated results of operations, financial position, or cash flows
- 19Changes 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 condition33% rewritten
Risks Related to Our Intellectual Property and Technology
- 20Our 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 position38% rewritten
- 21We 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 future27% rewritten
- 22We have developed a proprietary enterprise operating system, and we may experience difficulties operating our business as we continue to design and develop this system
- 23Rapid technological changes may render our technology obsolete or decrease the competitiveness of our services46% rewritten
- 24Our development and use of artificial intelligence and machine learning technologies present operational, legal, competitive, and reputational risks that could adversely affect our business, consolidated results of operations, and financial positionNew
Risks Related to Ownership of Our Common Stock
- 25Our annual and quarterly performance may fluctuate, causing the price of our stock to decline
- 26Our executive officers, directors, and their affiliates hold a large percentage of our stock and their interests may differ from other stockholders
- 27This 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
General Risk Factors
- 28Cash investments are subject to risks
- 29We 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
- 30Macroeconomic 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
- 31Adverse U.S. and international economic conditions may negatively affect our business, operating results, and financial condition
- 32Fluctuations in foreign currency exchange rates could result in declines in our reported revenues and earnings
Other Copart 10-Ks
- FY2025 10-K risk factors31 risks1 new1 dropped2 reworded
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.
Filed Sep 26, 2025 - FY2024 10-K risk factors31 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.