8-KLeadership ChangesRegulation FDExhibits & Filings

COPART INC 8-K Report, Executive Changes (Jun 29, 2026)

Filed June 29, 2026For Securities:CPRT

Summary

Copart, Inc. (CPRT) has announced a significant leadership transition, with current Executive Chairman A. Jayson Adair set to assume the role of Chief Executive Officer effective July 31, 2026. He will succeed Jeffrey Liaw, who will step down as CEO and resign from the Board of Directors. Mr. Liaw's departure is amicable and not related to any disagreements regarding the Company's financial reporting or practices. This CEO change marks a pivotal moment for Copart as it navigates its future strategic direction. In conjunction with his departure, Mr. Liaw has entered into a Transition and Separation Agreement. He will transition to a Senior Advisor role, providing customer-focused services for up to one year. The agreement includes a severance package comprising cash payments, continued equity vesting, and amendments to stock option exercise periods. Copart has also stated that Mr. Adair's appointment is effective July 31, 2026, and there are no new material changes to his biographical information. Investors should monitor the impact of this leadership change on the company's strategic initiatives and operational execution.

Key Highlights

  • 1A. Jayson Adair appointed new CEO, effective July 31, 2026, succeeding Jeffrey Liaw.
  • 2Jeffrey Liaw to resign as CEO and from the Board of Directors.
  • 3Mr. Liaw's departure is not due to any disagreements with the Company.
  • 4Mr. Liaw will serve as a Senior Advisor and provide transition services for up to one year post-departure.
  • 5Mr. Liaw to receive a severance package including cash payments, accelerated equity vesting, and amended stock option terms.
  • 6A. Jayson Adair is the son-in-law of Chairman of the Board, Wills J. Johnson.

Frequently Asked Questions

Jeffrey Liaw is stepping down as CEO and resigning from the Board of Directors as part of a planned CEO transition. The filing explicitly states that his decision was not the result of any disagreement with the Company regarding its financial reporting, policies, or practices.

Following his departure as CEO on July 31, 2026, Mr. Liaw will transition to a Senior Advisor role. He will provide customer-focused transition services to Copart for up to one year, until July 31, 2027, unless extended.

Mr. Liaw is entitled to receive a lump sum payment of $450,000 and $200,000 during his transition period, both less applicable taxes. He will also receive his fiscal 2026 bonus, 20 hours of private aircraft usage, and accelerated vesting of outstanding equity awards. Additionally, his stock options will have their exercise periods amended. Further payments and benefits are contingent on the successful completion of his transition period and adherence to non-compete and non-solicitation clauses.

A. Jayson Adair is the son-in-law of Wills J. Johnson, the Company's Chairman of the Board.