Form 4: Copart Executive Chairman Gifts Shares to Family Trusts

Copart Executive Chairman A. Jayson Adair reported gifting a total of 50,161 shares of common stock to various family trusts.

Summary

• A. Jayson Adair, Executive Chairman and Director of Copart Inc. (CPRT), reported a disposition of common stock via gift.
• On January 20, 2026, Mr. Adair gifted 7,761 shares of common stock to the A. Jayson Adair and Tammi L. Adair Revocable Trust.
• On the same date, he gifted 21,200 shares of common stock to the 2018 Willis and Reba Johnson Irrevocable Trust A, UAD 12/21/2018.
• Additionally, 21,200 shares of common stock were gifted to The 2018 Willis and Reba Johnson Irrevocable Trust B, UAD 12/21/2018.
• All dispositions were reported with a transaction price of $0, indicating they were gifts.
• The filing indicates these transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: The sentiment is slightly positive, reflecting orderly estate planning by a key executive, which is a neutral to positive sign for corporate governance and long-term insider commitment, even though direct ownership decreases.

Positives

• The transactions represent orderly estate planning by a key executive, transferring wealth to family trusts.
• The shares remain within the beneficial ownership of the executive's family, maintaining a significant insider stake in the company.

Negatives

• The reporting person's direct beneficial ownership of common stock decreased by 50,161 shares due to the gifts.

Future Outlook

NA

Industry Context

This filing is an insider transaction report and does not provide information related to broader industry trends or competitors.

Related Party Transactions

• A. Jayson Adair gifted shares to the A. Jayson Adair and Tammi L. Adair Revocable Trust, of which he and his spouse are trustees.
• Shares were also gifted to irrevocable trusts for the benefit of the reporting person's immediate family, for which the reporting person serves as trustee.

Stakeholder Impact

• Shareholders: The transactions represent a transfer of shares within the executive's family, maintaining a significant insider stake, which can be viewed as a continued commitment to the company's long-term success.
• Management: The Executive Chairman is engaging in personal estate planning, which is a routine activity for high-net-worth individuals.

Key Dates

Recommendation

The filing reports a gift of shares by an executive to family trusts, a transaction typically related to estate planning rather than a change in the company's operational performance or outlook. Such transactions, especially when pre-arranged under a 10b5-1 plan, do not usually signal a shift in the company's fundamentals or warrant a change in investment recommendation.

Keywords

Copart, CPRT, Insider Transaction, Form 4, Gift, Executive Chairman, Stock Transfer, Beneficial Ownership, Family Trust, Estate Planning, Rule 10b5-1