COPART INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

☒

Filed by a party other than the Registrant

☐

Check the appropriate box:

COPART, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

To Our Stockholders

Dear Stockholder:

I’m pleased to tell you that our fiscal 2025 was another record-setting year for Copart and our stockholders. Our net income rose 13.9% to $1.5 billion. As of July 31, 2025, we had total liquidity of $6 billion, consisting of $4.7 billion in cash and treasury securities plus another $1.25 billion in undrawn capacity under our credit facility, and we had over $10 billion of total assets on our balance sheet.

You are cordially invited to attend the 2025 annual meeting of stockholders of Copart, Inc. to be held on Friday, December 5, 2025, at 8:00 a.m., Central Standard Time, at Copart’s corporate headquarters located at Copart Tower, 14185 Dallas Parkway, Suite 300, Dallas, Texas 75254.

At this year’s annual meeting, our stockholders will be asked:

Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to vote and submit your proxy in advance of the annual meeting by following one of the methods described in the proxy statement. You may vote your shares via the Internet or by telephone, as instructed in the proxy statement, or if you elected to receive printed versions of the materials, by signing, dating and returning the enclosed paper proxy card in the enclosed postage-paid envelope.

Details regarding admission to the meeting and the business to be conducted are described in the accompanying notice of annual meeting of stockholders and proxy statement. Any stockholder who attends the annual meeting may vote in person, even if he or she has already voted online, by telephone, or by mail.

Thank you for your ongoing support of Copart. We look forward to seeing you at our 2025 annual meeting.

Sincerely,

Willis J. Johnson

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Items of Business

Record Date

You are entitled to vote only if you were a Copart stockholder of record as of the close of business on the record date, October 10, 2025.

Meeting Admission

You are entitled to attend the annual meeting only if you were a Copart stockholder as of the close of business on the record date or otherwise hold a valid proxy for the annual meeting. If you are not a stockholder of record but hold shares through a broker, bank, trustee, or nominee (i.e., in street name), you should provide proof of beneficial ownership as of the record date, such as your most recent account statement reflecting ownership on the record date, a copy of the voting instruction card provided by your broker, bank, trustee, or nominee, or similar evidence of ownership.

A complete list of stockholders entitled to vote at the meeting will be available and open to examination by any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting during normal business hours at our corporate headquarters.

Annual Report

You may access our annual report on Form 10-K for the fiscal year ended July 31, 2025 by visiting www.edocumentview.com/CPRT.

Date of Mailing

On or about October 24, 2025, we will commence the mailing to our stockholders (other than those who previously requested electronic or paper delivery) of a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, the Notice of Annual Meeting of Stockholders, the proxy statement providing information concerning the matters to be acted upon at the 2025 annual meeting of stockholders and our annual report on Form 10-K for the fiscal year ended July 31, 2025. If you requested printed versions of these materials, a proxy card for the 2025 annual meeting is also included.

Voting

Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “Questions and Answers About the Proxy Materials and Annual Meeting” beginning on page 71 of the proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON FRIDAY, DECEMBER 5, 2025: This notice of annual meeting, Notice of Internet Availability of Proxy Materials, proxy statement, and annual report on Form 10-K for the fiscal year ended July 31, 2025 are being made available on or about October 24, 2025 to all stockholders of record entitled to vote at the annual meeting at www.edocumentview.com/CPRT.