CPRT 10-K & 10-Q changes, risk factors and insider trading

Although no single customer accounted for more than 10% of our consolidated revenues for fiscal 2026, 2025, 2024, or 2023,2024, a limited number of vehicle sellers historically have collectively accounted for a substantial portion of our revenues. Certain of our arrangements with vehicle sellers are non-exclusive and may be terminated or modified by the seller on limited notice or without cause, in each case subject to the terms of the applicable agreement. Vehicle sellers have terminated agreements with us in the past in particular markets, which has affected revenues in those markets. There can be no assurance that our existing agreements will not be canceled. Furthermore, there can be no assurance that we will be able to enter into future agreements with vehicle sellers or that we will be able to retain our existing supply of salvage vehicles. A reduction in vehicles from a significant vehicle seller or any material changes in the terms of an arrangement with a significant vehicle seller could have a material adverse effect on our consolidated results of operations and financial position. In addition, a failure to increase our sources of vehicle supply could adversely affect our earnings and revenue growth rates.

• the difficulty of managing and staffing foreign offices;

• the increased travel, infrastructure, and legal compliance costs associated with multiple international locations;

• the need to localize our mix of product and service offerings in response to customer requirements, particularly the need to implement our online auction platform in foreign countries;

• the need to comply with complex foreign and U.S. laws and regulations that apply to our international operations, including changes in laws that may have an adverse effect on our ability to operate our preferred business model in foreign jurisdictions;

• tariffs, trade barriers, trade disputes, and other regulatory or contractual limitations on our ability to operate in certain foreign markets;

• exposure to foreign currency exchange rate risk, which may have an adverse impact on our revenues and revenue growth rates;

• adapting to different business cultures, languages, and market structures, particularly where we seek to implement our auction model in markets where insurers have historically not played a substantial role in the disposition of salvage vehicles;

• repatriation of funds currently held in foreign jurisdictions to the U.S., which may result in higher effective tax rates;

• military conflicts, including thethose Russianin invasionEastern of UkraineEurope and recent events in the Middle East;

• public health issues, such as theepidemics, COVID-19 pandemicpandemics, and other pandemicspublic health emergencies;

• environmental issues;

• natural and man-made disasters; and political issues.

Consumer concerns over the security of transactions conducted on the internet or the privacy of users may inhibit the growth of the internet and online commerce. To securely transmit confidential information such as customer credit card numbers, we rely on encryption and authentication technology. UnanticipatedSecurity eventsrisks and threats continue to increase in our industry, and we and our service providers are subject to risks of compromises or developments could result in a compromise or breachbreaches of the systems we use to protect customer transaction data. Furthermore, our servers may also be vulnerable to viruses transmitted via the internet and other points of access. While we proactively check for intrusions into our infrastructure, a new or undetected virus could cause a service disruption.

We seek to increase our sales and profitability through the acquisition of complementary businesses, additional facilities and the development of new facilities. Historically, the acquisition and development of new facilities has both enabled and resulted from market share gains in our core salvage vehicle remarketing business. In fiscal 2023, we opened one new operational facility in Brazil, one new operational facility in Germany, one new operational facility in Canada, and eight new operational facilities in the U.S. In fiscal 2024, we opened three new operational facilities in the U.K., one new operational facility in Spain, one new operational facility in Canada, and four new operational facilityfacilities in the U.S. In fiscal 2025, we opened one new operational facility in the U.K., two new operational facilities in Spain, and three new operational facilities in the U.S. In fiscal 2026, we opened two new operational facilities in Brazil, and six new operational facilities in the U.S. As for strategic acquisitions of complementary businesses, we acquired National Powersport Auctions in fiscal 2017, we acquired Hills Motors in fiscal 2022, a used, or “green” parts recycler in the U.K. that has four operating facilities and in fiscal 2024, we acquired Purple Wave, Inc. an online offsite heavy equipment auction company. In September 2026, we entered into the Merger Agreement with ACV and Merger Sub to acquire all of ACV’s outstanding shares of common stock for $10.50 per share, net to the seller in cash, without interest, subject to any required withholding of taxes, and we expect to complete such acquisition by the end of calendar year 2026. The consummation of such transaction is subject to the tender of a majority of the outstanding shares of ACV common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. Acquisitions are difficult to identify and complete for a number of reasons, including competition among prospective buyers, the availability of affordable financing in the capital markets, if necessary, and the need to satisfy applicable closing conditions and obtain antitrust and other regulatory approvals on acceptable terms. There can be no assurance that we will be able to:

• continue to acquire additional facilities on favorable terms;

• expand existing facilities in no-growth regulatory environments;

• obtain or retain buyers, sellers, and sales volumes in new markets or facilities;

• increase revenues and profitability at acquired and new facilities;

• maintain the historical revenue and earnings growth rates we have been able to obtain through facility openings and strategic acquisitions related to market share expansion in our core salvage vehicle remarketing business;

• create new vehicle storage facilities that meet our current revenue and profitability requirements;

• obtain necessary regulatory approvals under applicable antitrust and competition laws; or identify and complete strategic acquisitions in complementary market segments.

Acquisitions typically will increase our sales and profitability, although given the typical size of our acquisitions to date, most of our acquisitions willhave not individually havehad a material impact on our consolidated results of operations and financial position. We may not always be able to introduce our processes and selling platform to acquired companies due to different operating models in international jurisdictions or other facts. As a result, the associated benefits of acquisitions may be delayed for years. During this period, the acquisitions may operate at a loss and certain acquisitions, while profitable, may operate at a margin percentage that is below our overall operating margin percentage and, accordingly, have an adverse impact on our consolidated results of operations and financial position. Hence, the conversion periods vary from weeks to years and cannot be predicted.

• hire, train and manage additional qualified personnel;

• establish new relationships or expand existing relationships with vehicle sellers;

• identify and acquire or lease suitable premises on competitive terms;

• manage overhead expenses and maintain operating efficiencies;

• identify productive uses for available capital reserves; and maintain the supply of vehicles from vehicle sellers.

In addition to using independent subhaulers, in the U.S., the U.K., Germany, Spain, U.A.E., and Germany,Brazil, we utilize a fleet of company trucks to pick up and deliver vehicles to and from our storage facilities in those geographies. In connection therewith, we are subject to the risks associated with providing trucking services, including but not limited to inclement weather, disruptions in transportation infrastructure, accidents and related injury claims, availability and price of fuel, any of which could result in an increase in our operating expenses and reduction in our net income.

In addition, some of our recent acquisitions have required us to integrate non-U.S. companies which had not previously been subject to U.S. law. In many countries outside of the U.S., particularly in those with developing economies, it may be common for persons to engage in business practices prohibited by laws and regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, Brazil Clean Companies Act, India’s Prevention of Corruption Act, 1988 or similar local anti-bribery laws. These laws generally prohibit companies andfrom theirauthorizing, employeesoffering, or agentsproviding, fromdirectly makingor indirectly, improper payments for the purpose of obtaining or retaining business. FailureWe, byour usemployees, agents, representatives, business partners and ourthird-party subsidiariesintermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if we do not explicitly authorize those activities. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to complyprevent any such actions. While we have policies and procedures to address compliance with thesethose laws, we cannot assure you that none of our employees, agents, representatives, business partners or third-party intermediaries will take actions in violation of our policies or applicable law, for which we may be ultimately held responsible. Any allegation of violations of or violation of the applicable anti-bribery and anti-corruption laws could subject us to whistleblower complaints, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, and other civil and criminal penaltiespenalties, thatall of which could have a material adverse effect on our consolidated operating results and financial position. Responding to any investigation or action could result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

We are subject to federal, state and international laws, directives, and regulations relating to the collection, use, retention, disclosure, security, transfer, and transferother processing of personal data. These laws, directives, and regulations, and their interpretation and enforcement continue to evolve and may be inconsistent from jurisdiction to jurisdiction. For example, the General Data Protection Regulation (“GDPR”), which went into effect in the European Union on May 25, 2018, applies to all of our activities conducted from an establishment in the European Union and may also apply to related products and services that we offer to European Union users. Similarly,The United Kingdom has adopted legislation that substantially implements the CaliforniaGDPR. ConsumerThe PrivacyGDPR Act,provides for significant penalties in the case of non-compliance of up to €20 million or AB375four aspercent amendedof (“CCPA”),worldwide annual revenues, whichever is greater. The United Kingdom legislation implementing the GDPR provides for a similar penalty structure. Numerous other jurisdictions worldwide have enacted laws relating to the collection, use, retention, disclosure, security, transfer, and other processing of personal data, including Brazil, which has enacted the Brazilian General Data Protection Law (“LGPD”),. The LGPD broadly regulates processing of personal information of individuals in Brazil and similarimposes recentlycompliance enacted laws create new data privacy rights for individuals. Complying with the GDPR, the CCPA, the LGPD,obligations and similarpenalties emerging and changing privacy and data protection requirements may cause uscomparable to incur substantial costs or require us to change our business practices. Noncompliance with our legal obligations relating to privacy and data protection could result in penalties, legal proceedings by governmental entities or others, and significant legal and financial exposure and could affect our ability to retain and attract customers. Anythose of the risks described above could adversely affect our consolidated results of operations and financial position.GDPR.

Participants in the vehicle sales industry are subject to, and may be required to expend funds to ensure compliance with a variety of laws, regulations, and ordinances. These include, without limitation, land use ordinances, business and occupational licensure requirements and procedures, vehicle titling, sales, and registration rules and procedures, and laws and regulations relating to the environment, anti-money laundering, anti-corruption, exporting, and reporting and notification requirements to agencies and law enforcement relating to vehicle transfers. Many of these laws and regulations are frequently complex and subject to interpretation, and failure to comply with present or future regulations or changes in interpretations of existing laws or regulations may result in government investigation or proceedings, which could lead to impairment or suspension of our operations and the imposition of penalties and other liabilities. At various times, we may be involved in disputes with local governmental officials regarding the development and/or operation of our business facilities. We may be subject to similar types of regulations by governmental agencies in new markets. In addition, new legal or regulatory requirements or changes in existing requirements may delay or increase the cost of opening new facilities, may limit our base of vehicle buyers, may decrease demand for our vehicles, and may adversely impact our ability to conduct business. As described under NoteNOTE 15 — Commitments and Contingencies, the U.S. Department of Justice, Consumer Protection BranchJustice is conducting an ongoing investigation into potential violations by the Company of certain money laundering laws related to its practices and procedures for preventing and detecting money-laundering activity by its auction platform members. The Company is cooperating with the DOJ’sDepartment of Justice's (the "DOJ") investigation. The Company may receive additional regulatory or governmental inquiries related to the matters that are the subject of the DOJ’s investigation. Any such inquiries or investigations may be time-consuming, costly, divert management resources, or otherwise have a material adverse effect on our business, financial condition or results of operation. These or other governmental investigations, inquiries, or lawsuits could lead to our incurring liability for damages or other costs, a criminal or civil proceeding, the imposition of fines and penalties, and/or other remedies, and reputational harm to our business, which can impact our ability to attract and retain customers and qualified personnel, as well as restrictions on or added costs for our business operations going forward.

Our internet-based auction-style model has allowed us to offer our products and services to international markets and has increased our international buyer base. As a result, foreign importers of vehicles now represent a significant part of our total buyer base. Our foreign buyers may be subject to a variety of foreign laws and regulations, including the imposition of import controls and customs duties imposed by foreign countries. Changes in laws, regulations, and treaties that restrict or impede or negatively affect the economics surrounding the importation of vehicles into foreign countries may reduce the demand for vehicles and impact our ability to maintain or increase our international buyer base. For example, since 2025, there has been a material increase and considerable volatility in the applicable tariffs imposed, or threatened to be imposed, by the U.S. government on foreign origin products. In response, some foreign governments have imposed, or threatened to impose, retaliatory tariffs on U.S.-origin goods in their respective jurisdictions. In addition, we and our vehicle buyers must work with foreign customs agencies and other non-U.S. governmental officials, who are responsible for the interpretation, application, and enforcement of these laws, regulations, and treaties. Any inability to obtain requisite approvals or agreements from such authorities could adversely impact the ability of our buyers to import vehicles into foreign countries. In addition, any disputes or disagreements with foreign agencies or officials over import duties, tariffs, or similar matters, including disagreements over the value assigned to imported vehicles, could adversely affect our costs and the ability and costs of our buyers to import vehicles into foreign countries. For example, in March 2008, a decree issued by the president of Mexico became effective that placed restrictions on the types of vehicles that can be imported into Mexico from the U.S. The adoption of similar laws or regulations in other jurisdictions that have the effect of reducing or curtailing our activities abroad, changes in the interpretation, application, and enforcement of laws, regulations, or treaties, any failure to comply with non-U.S. laws or regulatory interpretations, or any legal or regulatory interpretations or governmental actions that significantly increase our costs or the costs of our buyers could have a material adverse effect on our consolidated results of operations and financial position by reducing the demand for our products and services and our ability to compete in non-U.S. markets.

Our operations are subject to international, federal, provincial, state and local laws and regulations regarding the protection of the environment in the countries in which we have storage facilities. In some cases, we may acquire land with existing environmental issues, including landfills as an example. In the salvage vehicle remarketing industry, large numbers of wrecked vehicles are stored at storage facilities, requiring us to actively monitor and manage potential environmental impacts. In the U.K., we provide vehicle de-pollution and crushing services for end-of-life vehicles. We could incur substantial expenditures for preventative, investigative, or remedial action and could be exposed to liability arising from our operations, contamination by previous users of certain of our acquired facilities or facilities which we may acquire in the future, or the disposal of our waste at off-site locations. In addition to conducting environmental diligence on new site acquisitions, we also take such appropriate actions as may be necessary to avoid liability for activities of prior owners, and we have from time to time acquired insurance with respect to acquired facilities with known environmental risks. There can be no assurances, however, that these efforts to mitigate environmental risk will prove sufficient if we were to face material liabilities. We have incurred expenses for environmental remediation in the past, and environmental laws and regulations could become more stringent over time. There can be no assurance that we or our operations will not be subject to significant costs in the future or that environmental enforcement agencies at the state and federal level will not pursue enforcement actions against us. In addition to acquiring insurance in connection with certain acquisitions, we have also obtained indemnification for pre-existing environmental liabilities from many of the persons and entities from whom we have acquired facilities, but there can be no assurance that such indemnifications will be available or sufficient. In addition, increased focus by the U.S. and other governmental authorities on climate change and other environmental matters may lead to enhanced regulation in these areas, which could also result in increased compliance costs and subject us to additional potential liabilities. For example, we are or may become subject to new and evolving climate-related disclosure requirements, including state-level mandates such as California's greenhouse gas emissions and climate-related financial risk reporting laws, even as the scope of federal climate-related disclosure requirements remains uncertain, and these developing and potentially inconsistent requirements across the jurisdictions in which we operate could increase our compliance costs and expose us to enforcement, litigation, or reputational risk. The extent of these costs and risks is difficult to predict and will depend in large part on the extent of new regulations and the ways in which those regulations are enforced. Any such expenditures or liabilities could have a material adverse effect on our consolidated results of operations, financial position, or cash flows.

We are subject to taxation at the federal, state, provincial, and local levels in the U.S.,United States, the U.K.,United Kingdom, and various other countries and jurisdictions in which we operate, including income taxes, sales taxes, value-added (“VAT”) taxes, and similar taxes and assessments. The laws and regulations related to tax matters are extremely complex and subject to varying interpretations. Although we believe our tax positions are reasonable, we are subject to audit by the Internal Revenue Service, in the United States, HM Revenue and Customs in the United Kingdom, state tax authorities in the states in which we operate, and other similar tax authorities in international jurisdictions. We have been subject to audits and challenges from applicable federal, state, or foreign tax authorities in the past, and may be subject to similar audits and challenges in the future. While we believe we comply with all applicable tax laws, rules, and regulations in the relevant jurisdictions, tax authorities may elect to audit us and determine that we owe additional taxes, which could result in a significant increase in our liabilities for taxes, interest, and penalties in excess of our accrued liabilities.

New tax legislative initiatives may be proposed from time to time, such as proposals for comprehensive tax reform in the United States, which may impact our effective tax rate and which could adversely affect our tax positions or tax liabilities. OurFurther, futuremany effectivecountries, as well as organizations such as the Organization for Economic Cooperation and Development (“OECD”), have enacted or proposed changes to existing international tax ratelaws. couldThese be adversely affected by, amongand other things,developments, together with changes in the composition of earnings in jurisdictions with differing tax rates, changes in statutory rates and other legislative changes, changes in substantive tax law or interpretations of existing tax laws, or changes in determinations regarding the jurisdictions in which we are subject to tax.tax, Fromcould timeadversely toaffect time,our U.S. federal, state and local, and foreign governments make substantive changes toeffective tax rulesrate and their application, which could result in materially higher taxes than would be incurred under existing tax law andlaw, which could adversely affect our financial condition or results of operations.

Disruptions to our information technology systems,systems used in our business, including failure to prevent outages, maintain security, and prevent unauthorized access to our information technology systems and other confidential information, could disrupt our business and materially and adversely affect our reputation, consolidated results of operations, and financial condition.

Information availability and security risks for online commerce companies have significantly increased in recent years because of, in addition to other factors, the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, and other external parties. These threats may derive from fraud or malice on the part of third parties or current or former employees. In addition, human error or negligence or accidental technological failure could make us vulnerable to information technology system disruptions and/or cyber-attacks, including the introduction of malicious computer viruses or code into our system,systems, phishing attacks, ransomware attacks, or other cyber security incidents.breaches or incidents suffered by ourselves or those processing data or performing services for us. For example, in March 2023, one of our immaterial subsidiaries suffered a ransomware attack. Although the impacted subsidiary successfully maintained its operations during this event and the attack did not affect the rest of our business, future cyber-attacks could result in material adverse impacts to our business and our consolidated results of operations.

Information technology system disruptions, cyber-attacks, ransomware attacks, or other cybersecurity securitybreaches or incidents could materially and adversely affect our reputation, operating results, or financial condition by, among other things, making our auction platform inoperable or with reduced functionality for a period of time, damagingdata loss, corruption, or unavailability, unauthorized access to or use of the systems or networks used in our business and operations, and unauthorized, accidental, or unlawful access to, or disclosure, modification, misuse, loss, unavailability, destruction, or other unauthorized processing of our or our customers’ information. Any of these, or the belief or perception they have occurred, may damage our reputation with buyers, sellers, and insurance companies as a result of the unauthorized disclosure of confidential information (including account data information), result in harm to our market position and our ability to retain customers and attract new customers, result in claims, demands, and litigation by private parties or resultinggovernmental inactors, governmental investigations, litigation,and liability,other fines,actions and proceedings, fines or penaltiespenalties, againstsevere us.reputational Ifdamage suchadversely attacksaffecting customer or investor confidence and causing damage to our brand, indemnity obligations, disruption to our operations, damages for contract breach, and other liabilities. We and our service providers may face difficulties or delays in detecting and responding to any actual or perceived incident, and if any cyber-attacks or breaches or incidents are not detected immediately, their effecteffects could be compounded. While we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of these cyber risks, an insurer may deny or exclude from coverage certain types of claims or our insurance coverage may be insufficient to cover all losses and would not remedy damage to our reputation.

We regularlywork to evaluate and implement new technologies and processes to manage risks relating to cyber-attacks and system and network disruptions, including but not limited to usage errors by our employees, power outages, and catastrophic events such as fires, tornadoes, floods, hurricanes, and earthquakes. We have also enhanced our security protocols based on the investigation we conducted and in response to our prior attacks and service interruptions. We have incurred and expect to incur ongoing expenditures in our efforts to prevent information security breaches and other security incidents. Nevertheless, we cannot provide assurances that our efforts to address cybercyber-attacks, security incidentsbreaches and incidents, and system disruptions, and mitigate against the riskrisks of futuretheir cyberoccurrence securityin incidentsthe or system disruptionsfuture, will be successful. The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and are often not recognized immediately. For example, as AI technologies, including generative AI models, develop rapidly, threat actors are using these technologies to create new sophisticated attack methods that are increasingly automated, targeted, coordinated, sophisticated, and more difficult to defend against and mitigate the impacts of. We may be unable to anticipate these techniques or implement adequate preventative measures and believe that cyber-attacks and threats against us have occurred in the past and are likely to continue in the future. If our systems are compromised, become inoperable for extended periods of time, or cease to function properly, we may have to make a significant investment to fix or replace them, and our ability to provide many of our electronic and online solutions to our customers may be impaired. In the event of another, more serious ransomware attack, we could suffer significant financial and reputational harm, regardless of whether we choose to pay the ransom amount. In addition, as cyber-threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. Any of the risks described above could materially and adversely affect our consolidated results of operations and financial position.

Our intellectual property rights include patents relating to our auction technologies, as well as trademarks, trade secrets, copyrights, and other intellectual property rights. In addition, we may enter into agreements with third parties regarding the license or other use of our intellectual property. Effective intellectual property protection may not be available in every country in which our products and services are distributed, deployed, or made available. We seek to maintain certain intellectual property rights as trade secrets. The secrecy could be compromised by third parties, or intentionally or accidentally by our employees, which would cause us to lose the competitive advantage resulting from those trade secrets. Any significant impairment of our intellectual property rights, or any inability to protect our intellectual property rights, could have a material adverse effect on our consolidated results of operations and financial position. In addition, as we increasingly develop, deploy and incorporate artificial intelligence and machine learning into our products, services, and internal tools, the intellectual property rights in the code, models, content, or other outputs generated with the assistance of these technologies may be uncertain, difficult to protect, or unavailable, and we may not own or be able to prevent others from using such outputs. Intellectual property laws governing the protectability and ownership of works and inventions created with the assistance of artificial intelligence are evolving and may not afford us adequate protection, which could increase our reliance on trade secret protection and diminish the value of, or our ability to protect, our proprietary technologies.

Litigation based on allegations of infringement or other violations of intellectual property rights are common among companies who rely heavily on intellectual property rights. Our reliance on intellectual property rights has increased significantly in recent years as we have implemented our auction-style sales technologies across our business and ceased conducting live auctions. Recent U.S. Supreme Court precedent potentially restricts patentability of software inventions by affirming that patent claims merely requiring application of an abstract idea on standard computers utilizing generic computer functions are patent ineligible, which may impact our ability to enforce our issued patent and obtain new patents. As we face increasing competition, the possibility of intellectual property rights claims against us increases. Our development and use of artificial intelligence, machine learning, and generative artificial intelligence technologies, including tools and models provided by third parties and the data used to train them, may raise novel and unsettled questions regarding the ownership and permitted use of the data, models, and outputs involved. The law governing these technologies is developing rapidly, and adverse developments could expose us to additional litigation, licensing obligations, or restrictions on our use of these technologies. Litigation and any other intellectual property claims, whether with or without merit, can be time-consuming, expensive to litigate and settle, and can divert management resources and attention from our core business. An adverse determination in current or future litigation could prevent us from offering our products and services in the manner currently conducted. We may also have to pay damages or seek a license for the technology, which may not be available on reasonable terms and which may significantly increase our operating expenses, if it is available for us to license at all. We could also be required to develop alternative non-infringing technology, which could require significant effort and expense.

• enhance our existing services;

• develop, access, acquire, and license new services and technologies that address the increasingly sophisticated and varied needs of our current and prospective customers; and respond to technological advances and emerging industry standards and practices in a cost-effective and timely basis.

We are a leading global provider of online auctions and vehicle remarketing services with operations in the United States (“U.S.”), the United Kingdom (“U.K.”), Germany, Canada, Brazil, Canada,Spain, the United Arab Emirates (“U.A.E.”), Spain, Finland, Oman, the Republic of Ireland, Oman, and Bahrain.

Liquidity and Cash Flows: Our primary source of working capital is cash flow from operations. The primary source of our liquidity is our cash and cash equivalents and our revolving credit commitments under our SecondSenior Amended and RestatedRevolving Credit Agreement (the “Revolving"2026 LoanCredit Facility.”Agreement"). The primary factors affecting cash flows from operations are: (i) seasonality; (ii) market wins and losses; (iii) supplier mix; (iv) accident frequency; (v) total loss frequency; (vi) volume from our existing suppliers; (vii) commodity pricing; (viii) used car pricing; (ix) foreign currency exchange rates; (x) product mix; (xi) contract mix to the extent applicable; (xii) our capital expenditures; and (xiii) other macroeconomic factors. These factors are further discussed in the “Results of Operations” and “Risk Factors” sections of this Annual Report on Form 10-K.

Service Revenues. The increase in service revenues for fiscal 20252026 of $407.7$0.9 million, or 11.4%0.0 % as compared to fiscal 20242025 came from (i) ana increasedecrease in the U.S. of $325.5$(63.3) million, and (ii) an increase in International of $82.2$64.1 million. The growthdecrease in service revenue in the U.S. was drivenprimarily primarilyrelated to the one-time revenue associated with hurricanes Helene and Milton recognized in fiscal year 2025 and a decrease in volume offset by an increase in revenue per car and an increase in volume.car. The growth in International, after excluding positive fluctuations in currency exchange rates of $2.7$21.9 million, was driven primarily by an increase in revenue per car and increase in volume.

Vehicle Sales. The increase in vehicle sales for fiscal 20252026 of $2.5$18.4 million, or 0.4%2.7% as compared to fiscal 20242025 came from (i) an increase in the U.S. of $64.9$15.6 million and (ii) aan decreaseincrease in International of $62.4$2.8 million. The increase in the U.S. was primarily driven by an increase in volume and an increase in revenue per carcar, which was due to highera auctionchange sellingin prices.mix of vehicles sold, which was offset by a decrease in volume. The decreaseincrease in International, after excluding positive fluctuations in currency exchangesexchange rates of $5.7$12.1 million was primarily driven by aan decreaseincrease in revenue per car due to lower auction selling prices,car, which we believe was due to a change in mix of vehicles sold, andwhich was offset by a decrease in volume related to sellers switching to a consignment model.

Facility Operations Expenses. The increase in facility operations expenses for fiscal 20252026 of $234.2$21.6 million, or 13.7%1.1% as compared to fiscal 20242025 resulted from (i) ana increasedecrease in the U.S. of $205.5$(11.8) million, and (ii) an increase in International of $28.8$33.3 million. The increasedecrease in the U.S. compared to the same period last year was related to an increase in volume and in non-CAT related subhaul, labor, and facilityone-time costs combined with one time CAT costs of $56 million associated with Hurricaneshurricanes Helene and Milton.Milton Theserecognized costsin arefiscal relatedyear to2025 offset by increases in subhaul, labor costs incurred from overtime, increased security costs,freight and increased travel and lodging.postage. The increase in International, after excluding negative fluctuations in currency exchange rates of $1.8$(12.5) million, iswas the result of an increase in volumethe and an increase in costscost to process a car. Included in facility operations expenses were depreciation and amortization expenses. The increase in facility operations depreciation and amortization expenses as compared to the same period last year resulted primarily from depreciating new and expanded facilities placed into service in the U.S. and International.

Cost of Vehicle Sales. The decreaseincrease in cost of vehicle sales for fiscal 20252026 of $16.5$13.5 million, or 2.7%2.2% as compared to fiscal 2024,2025, was the result of (i) an increase in the U.S. of $64.7$12.9 million and (ii) aan decreaseincrease in International of $81.1$0.5 million. The increase in the U.S. was primarily the result of an an increase average purchase price due to a change in the mix of vehicles soldsold, andoffset anby increasea decrease in volume. The decreaseincrease in International, after excluding the negative fluctuations of currency exchange rates of $4.1$(10.6) million, was primarily due to aan lowerincrease in average purchase price due to a change in the mix of vehicles sold,sold combinedoffset withby a decrease in volume related to sellers switching to a consignment model.

General and Administrative Expenses. The increase in general and administrative expenses for fiscal 20252026 of $67.7$28.3 million, or 20.2%7.0% as compared to fiscal 20242025 came primarily from (i) an increase in the U.S. of $67.4$13.0 million, and (ii) an increase in International of $0.3$15.3 million. Excluding depreciation and amortization, the increase in the U.S. of $62.4$9.5 million resulted primarily from increasesan increase in third party outside services (including legal, compliance, and system implementations), labor costs (as a result of investment in the business and the expansion of our sales force), facilitytravel, costsinsurance, and travel.third party outside services offset by decreases in legal, compliance, and stock-based compensation. The increase in International,International of $15.2 million, after excluding the negative fluctuations in currency exchange rates of $(2.9) million, resulted primarily from increasesan increase in laborlabor, costs,stock-based compensation, and computerthird softwareparty offsetoutside byservices a(including decreaseconsulting inand legal costs.). The increase in depreciation and amortization expenses was the result of newthe intangiblesaddition andof technology assets being placed in service in the U.S. and International.

Other Income (Expenses). The increasedecrease in total other income for fiscal 20252026 of $56.3$(16.5) million, or 39.5%(8.3)% as compared to fiscal 20242025 was primarily due to highera interestdecrease income earned from U.S. Treasury Bills,in gain on sale of fixed assets, and realized and unrealized foreign currency gains.gains offset by increase in interest income earned from U.S. Treasury Bills.

The following table presents a comparison of key components of our liquidity and capital resources for fiscal 2026, 2025, 2024 and 2023,2024, excluding additional funds available to us throughunder our Revolving2026 LoanCredit FacilityAgreement:

Cash, cash equivalents, and restricted cash increaseddecreased $1,266.4$872.6 million and working capital increaseddecreased $1,281.7$206.9 million at July 31, 2025,2026, as compared to July 31, 2024.2025. Cash, cash equivalents, and restricted cash increaseddecreased primarily dueas toresult cashof generatedthe fromrepurchase operations,of proceeds from held to maturity securities, and proceeds fromcommon stock optionas exercises. Working capital increased primarily from cash generated from operations and timingpart of cashour receiptsstock repurchase program and payments, partially offset by capital expenditures, investment in held to maturity securities andoffset certainby incomedecrease taxin benefitscapital related to stock option exercises and timing of cash payments.expenditures. Cash equivalents consisted of bank deposits, certificates of deposit, U.S. Treasury Bills, and funds invested in money market accounts, which bear interest at variable rates.

Historically, we have financed our growth through cash generated from operations, public offerings of common stock, equity issued in conjunction with certain acquisitions, and debt financing. Our primary source of cash generated by operations is from the collection of service fees and reimbursable advances from the proceeds of vehicle sales. We expect to continue to use cash flows from operations to finance our working capital needs and to develop and grow our business.business, including through the payment of the expected $1.9 billion aggregate cash purchase price for ACV under the Merger Agreement. In addition to our stock repurchase program, we are considering a variety of alternative potential uses for our remaining cash balances and our cash flows from operations. For further detail, see Notes to Consolidated Financial Statements, NoteNOTE 9 – Long-Term Debt and NoteNOTE 12 — Stockholders’ Equity and under the subheading “Credit Agreement” below.

We believe that our currently available cash and cash equivalents and cash generated from operations will be sufficient to satisfy our operating and working capital requirements in the foreseeable future. We expect to acquire or develop additional locations and expand some of our current facilities in the foreseeable future. We may raise additional cash through drawdowns on our Revolving2026 LoanCredit FacilityAgreement or issuance of additional equity to fund this expansion. Although the timing and magnitude of growth through expansion and acquisitions are not predictable, the opening of new greenfield facilities is contingent upon our ability to locate property that (i) is in an area in which we have a need for more capacity; (ii) has adequate size given the capacity needs; (iii) has the appropriate shape and topography for our operations; (iv) is reasonably close to a major road or highway; and (v) most importantly, has the appropriate zoning for our business.

Net cash provided by operating activities increaseddecreased for fiscal 20252026 as compared to fiscal 20242025 due to improvedreduction cashin operatingnet resultsincome primarily from an increase in service and vehicle sales revenues, partially offset by an increase in facility operations and general and administrative expenses, and changes in operating assets and liabilities. The change in operating assets and liabilities was primarily the result of aan decreaseincrease in accounts receivable of $111.4$46.8 million, income tax receivable of $48.7 million, vehicle pooling costs of $26.4$23.1 million, prepaid expenses and other current and non-current assetsinventory of $78.8$16.1 million, partially offset by an increase in income tax receivable of $7.1 million and decrease in income taxaccounts payable of $90.8$37.1 million.

Net cash used in investing activities decreasedincreased for fiscal 20252026 as compared to fiscal 20242025 due primarily to an increase in proceedsinvestments from the sale ofin held to maturity securities, offset by a reduction in the purchase of held to maturity securities and an increasedecrease in capital expenditures. Our capital expenditures are primarily related to acquiring land, opening and improving facilities, capitalized software development costs for new software for internal use and major software enhancements, acquiring facility equipment, and lease buyouts of certain facilities. We continue to develop, expand, and invest in new and existing facilities and standardize the appearance of existing locations. As of July 31, 2025,2026, we had no material non-cancelable commitments for future capital expenditures.

Net cash providedused byin financing activities increased in fiscal 20252026 as compared to fiscal 20242025 due primarily to an increase in proceeds from the exerciserepurchases of common stock optionsas andpart aof reductionour instock revolverrepurchase facility payments.program.

For further detail on the Second Amended and Restated2026 Credit Agreement, see Notes to Consolidated Financial Statements, NoteNOTE 9 – Long-Term Debt .Debt.

We consider the following policies to be the most critical to understanding the judgments that are involved and the uncertainties that could impact our results of operations, financial condition, and cash flows. For additional information, see NoteNOTE 1 —– Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements.

Our service revenues consist of auction and auction-related sales transaction fees charged for vehicle remarketing services. Within this revenue category, our primary performance obligation is the auctioning of consigned vehicles through an online auction process. These auction and auction-related services may include a combination of vehicle purchasing fees, vehicle listing fees, and vehicle selling fees that can be based on a predetermined percentage of the vehicle sales price, tiered vehicle sales price driven fees, or at a fixed fee based on the sale of each vehicle regardless of the selling price of the vehicle; transportation fees for the cost of transporting the vehicle to or from our facility; title processing and preparation fees; vehicle storage fees; bidding fees; and vehicle loading fees. These services are not distinct within the context of the contract. Accordingly, revenue for these services is recognized when the single performance obligation is satisfied at the completion of the auction process. We do not take ownership of these consigned vehicles which are stored at our facilities located throughout the U.S. and international locations. These fees are recognized as net revenue (not gross vehicle selling price) at the time of auction in the amount of such fees charged.

We capitalize certain contract assets related to obtaining a contract, where the amortization period for the related asset is greater than one year. These assets are amortized over the expected life of the customer relationship.agreement. Contract assets are classified as current or long-term other assets, based on the timing of when we expect to recognize the related revenues and are amortized as an offset to the associated revenues on a straight-line basis. We assess these costs for impairment at least quarterly and as “triggering” events occur that indicate it is more likely than not that an impairment exists. The contract asset costs where the amortization period for the related asset is one year or less are expensed as incurred and recorded within general and administrative expenses in the accompanying consolidated statements of income.

For a description of the new accounting standards that affect us, refer to the Notes to Consolidated Financial Statements, NoteNOTE 1 —– Summary of Significant Accounting Policies.

Although no single customer accounted for more than 10% of our consolidated revenues during sixnine months ended JanuaryApril 31,30, 2026, a limited number of vehicle sellers historically have collectively accounted for a substantial portion of our revenues. Vehicle sellers have terminated agreements with us in the past in particular markets, which has affected revenues in those markets. There can be no assurance that our existing agreements will not be canceled. Furthermore, there can be no assurance that we will be able to enter into future agreements with vehicle sellers or that we will be able to retain our existing supply of salvage vehicles. A reduction in vehicles from a significant vehicle seller or any material changes in the terms of an arrangement with a significant vehicle seller could have a material adverse effect on our consolidated results of operations and financial position. In addition, a failure to increase our sources of vehicle supply could adversely affect our earnings and revenue growth rates.

Our executive officers, directors and their affiliates beneficially own, in the aggregate, more than 10% of our issued and outstanding common stock as of JanuaryApril 31,30, 2026. If they were to act together, these stockholders would have significant influence over most matters requiring approval by stockholders, including the election of directors, any amendments to our amended and restated certificate of incorporation and certain significant corporate transactions, including potential merger or acquisition transactions. In addition, without the consent of these stockholders, we could be delayed or prevented from entering into 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.

This discussion, which presents Copart Inc.'s (“Copart,” the “Company,” “our,” "us” or “we”) results for periods occurring in the fiscal year ending July 31, 2026 and the fiscal year ended July 31, 2025, should be read in conjunction with our Consolidated Financial Statements as of and for the sixnine months ended JanuaryApril 31,30, 2026, and the accompanying notes included in Part 1, Item 1 of this Quarterly Report on Form 10-Q, as well as our Consolidated Financial Statements as of and for the year ended July 31, 2025, the accompanying notes and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (the "2025 Form 10-K").

The following table shows certain data from our consolidated statements of income expressed as a percentage of total service revenues and vehicle sales for the three and sixnine months ended JanuaryApril 31,30, 2026 and 2025:

Comparison of the three and sixnine months ended JanuaryApril 31,30, 2026 and 2025

The following table presents a comparison of service revenues for the three and sixnine months ended JanuaryApril 31,30, 2026 and 2025:

Service Revenues. The decreaseincrease in service revenues during the sixthree months ended JanuaryApril 31,30, 2026 of $(33.7)$21.2 million, or (1.7)2.1 %, as compared to the same period last year resulted from (i) a decrease in the U.S. of $(53.13.2) million and (ii) an increase in International of $19.4$24.4 million. The decrease in the U.S. compared to the same period last year was primarily relateddriven toby thea one time revenue associated with hurricanes Helene and Milton recognizeddecrease in fiscalvolume, year 2025partially offset by an increase in revenue per car. The growth in International, after excluding positive fluctuations in currency exchange rates of $12.2$8.7 million, was driven primarily by an increase in volume and an increase in revenue per car, offset by a decrease in volume.car.

Vehicle Sales. The decrease in vehicleservice salesrevenues forduring the threenine months ended JanuaryApril 31,30, 2026 of $(2.412.5) million, or (1.40.4)%, as compared to the same period last year,year resulted from (i) a decrease in the U.S. of $(4.656.3) million and (ii) an increase in International of $2.2$43.8 million. The decrease in the U.S. compared to the same period last year was primarily drivenrelated byto athe decreaseone-time revenue associated with hurricanes Helene and Milton recognized in volume,fiscal year 2025 offset by an increase in revenue per car, which we believe was due to a change in mix of vehicles sold.car. The decreasegrowth in International, after excluding positive fluctuations in currency exchange rates of $5.1$20.9 million, was primarily driven by a decrease in volume related to sellers switching to a consignment model, offsetprimarily by an increase in revenue per car,car whichand wean believe was due to a changeincrease in mix of vehicles sold.volume.

The following table presents a comparison of facilityvehicle operations expensessales for the three and sixnine months ended JanuaryApril 31,30, 2026 and 2025:

Cost of Vehicle Sales. The increase in cost of vehicle sales for the three months ended JanuaryApril 31,30, 2026 of $2.7$4.1 million, or 1.8%,2.3 %, as compared to the same period last yearyear, resulted from (i) ana increasedecrease in the U.S. of $3.6$(0.4) million and (ii) aan decreaseincrease in International of $(0.8)$4.5 million. The increasedecrease in the U.S. was primarily the result of a change in the mix of vehicles sold offsetdriven by a decrease in volume.volume, offset by an increase in revenue per car, which was due to a change in mix of vehicles sold. The decreaseincrease in International, after excluding the negativepositive fluctuations ofin currency exchange rates of $4.3$4.4 million, was primarily driven by an increase in revenue per car, which was due to a decreasechange in volumemix relatedof tovehicles sellers switching to a consignment model.sold.

The increase in cost of vehicle sales for the sixnine months ended JanuaryApril 31,30, 2026 of $6.1$4.4 million, or 2.1%,0.9%, as compared to the same period last yearyear, resulted from (i) an increase in the U.S. of $17.2$4.5 million and (ii) a decrease in International of $(11.20.1) million. The increase in the U.S. was primarily thedriven resultby ofan increase in revenue per car, which was due to a change in the mix of vehicles soldsold, offset by a decrease in volume. The decrease in International, after excluding the negativepositive fluctuations ofin currency exchange rates of $6.3$12.0 million, was primarily duedriven toby a decrease in volume related to sellers switching to a consignment model,model combinedmarginally withoffset by an increase in revenue per car, which was due to a change in the mix of vehicles sold.

The following table presents a comparison of generalfacility and administrativeoperations expenses for the three and sixnine months ended JanuaryApril 31,30, 2026 and 2025:

Facility Operations Expenses. The increase in generalfacility andoperations administrative expensesexpense for the sixthree months ended JanuaryApril 31,30, 2026 of $5.3$14.5 million, or 2.6%,3.0%, as compared to the same period last year resulted from (i) aan decreaseincrease in the U.S. of $2.3$6.8 millionmillion, and (ii) an increase in International of $7.6 million. ExcludingThe depreciation and amortization, the decreaseincrease in the U.S. ofcompared $4.4to millionthe resultedsame period last year was primarily fromdue decreasesto increases in legal,subhaul, compliance,labor, and system implementationsinsurance offset by increasea decrease in labor,deferred consultingvehicle services, insurance,costs and bankfacility charges.repair costs. The increase in International of $7.6 million,International, after excluding the negative fluctuations in currency exchange rates of $(1.74.5) million, resultedwas primarilythe fromresult of an increase in thirdthe partycost outsideto servicesprocess (includinga consultingcar. Included in facility operations expenses were depreciation and legal),amortization andexpenses. labor.The Depreciationincrease in facility operations depreciation and amortization expenses forduring the sixthree months ended JanuaryApril 31,30, 2026 as compared to the same period last year increasedresulted asprimarily resultfrom ofdepreciating thenew additionand ofexpanded technology assets beingfacilities placed ininto service in the U.S. and Internationally.International.

The following table summarizespresents incomea taxescomparison of cost of vehicle sales for the three and sixnine months ended JanuaryApril 31,30, 2026 and 2025:

The following table presents a comparison of key components of our liquidity and capital resources at JanuaryApril 31,30, 2026 and July 31, 2025 and for the sixnine months ended JanuaryApril 31,30, 2026 and 2025, respectively, excluding additional funds available to us through our Revolving2026 LoanCredit FacilityAgreement:

Cash, cash equivalents, and restricted cash and working capital increased $2,321.3$573.6 million and $491.0decreased $(539.9) million at JanuaryApril 31,30, 2026, respectively, as compared to July 31, 2025. Cash, cash equivalents, and restricted cash increased due to cash generated from operations, maturity of held to maturity securities as a result of maximizing our return on U.S. Treasury Bills, not fully offset by capital expenditures and the repurchase of common stock as part of our stock repurchase program. Working capital increaseddecreased primarily fromdue to the use of cash for shares repurchases, and timing of cash payments, partially offset by cash generated from operations and timing of cash receipts, partially offset by capital expenditures, and timing of cash payments.receipts. Cash equivalents consisted of bank deposits, U.S. Treasury Bills, and funds invested in money market accounts, which bear interest at variable rates.

We believe that our currently available cash and cash equivalents and cash generated from operations will be sufficient to satisfy our operating and working capital requirements for the foreseeable future. We expect to acquire or develop additional locations and expand some of our current facilities in the foreseeable future. We may raise additional cash through drawdowns on our Revolving2026 LoanCredit FacilityAgreement or potentially issue equity to fund this expansion. Although the timing and magnitude of growth through expansion and acquisitions are not predictable, the opening of new greenfield facilities is contingent upon our ability to locate property that (i) is in an area in which we have a need for more capacity; (ii) has adequate size given the capacity needs; (iii) has the appropriate shape and topography for our operations; (iv) is reasonably close to a major road or highway; and (v) most importantly, has the appropriate zoning for our business.

As of JanuaryApril 31,30, 2026, $362.8$391.9 million of the $5.1$3.4 billion of cash, cash equivalents, and restricted cash was held by our foreign subsidiaries. If these funds are needed for our operations in the U.S., the repatriation of these funds could be subject to the foreign withholding tax. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not require repatriation to fund our U.S. operations.

Net cash provided by operating activities increaseddecreased for the sixnine months ended JanuaryApril 31,30, 2026 as compared to the same period in 2025 as a result of changes in operating assets and liabilities. The changes in operating assets and liabilities were primarily the result of an increase in cash used due to an increase in accounts receivable of $55.4 million, an increase in vehicle pooling costs of $16.1 million and a decrease in accounts payable of $61.5 million.These changes were offset by cash provided by a decrease in income tax receivable of $48 million, decrease in inventory of $14.6 million, decrease in accounts receivable of $8.2 million and an increase in income tax payable of $4.3 million These changes were offset by cash used due to a decrease in accounts payable and accrued liabilities of $83.4$20.0 million.

Net cash provided by investing activities increased for the sixnine months ended JanuaryApril 31,30, 2026 as compared to the same period in 2025 due primarily to an increase in proceeds from maturing held to maturity securities, anda decrease in purchases of held to maturity securities, proceeds from the sale of equipment, and a decrease in capital expenditures. Our capital expenditures are primarily related to lease buyouts of certain facilities, acquiring land, opening and improving facilities, capitalized software development costs for new software for internal use and major software enhancements, and acquiring facility equipment. We continue to develop, expand and invest in new and existing facilities.

Net cash used in financing activities decreasedincreased for the sixnine months ended JanuaryApril 31,30, 2026 as compared to the same period in 2025 due primarily due to repurchases of common stock as part of our stock repurchase program.

Borrowings under the 2026 Credit Agreement bear interest based on the Company’s option, either (1) the applicable fixed rate plus 0.75% to 1.125% or (2) the daily rate plus 0.0% to 0.125%, in each case, depending on the Company’s consolidated total net leverage ratio. Additionally, the unused revolving commitments under the 2026 Credit Agreement are subject to the payment of a customary commitment fee at a range of 0.05% to 0.125%, depending on the Company’s consolidated total net leverage ratio. As of JanuaryApril 31,30, 2026, the unused capacity of $1,250$1,228 million was fully available to us.

The 2026 Credit Agreement contains representations and warranties, conditions, and covenants. As of JanuaryApril 31,30, 2026, we were in compliance with these financial covenants.

On September 22, 2011, our Board of Directors approved a 320 million share increase in our stock repurchase program, bringing the total current authorization to 784 million shares. The repurchases may be effected through solicited or unsolicited transactions in the open marketmarket, including under plans complying with Rule 10b5-1, or in privately negotiated transactions. No time limit has been placed on the duration of the stock repurchase program. Subject to applicable securities laws, such repurchases will be made at such times and in such amounts as we deem appropriate and may be discontinued at any time. We repurchased 5,480,19143,433,164 shares of our common stock under the program during the sixnine months ended JanuaryApril 31,30, 2026 at a weighted average price of $39.82$37.63 per share totaling $218.2$1,632.5 million. We did not repurchase any common stock under the program during the sixnine months ended JanuaryApril 31,30, 2025. As of JanuaryApril 31,30, 2026, the total number of shares repurchased under the program was 464502 million, and subject to applicable limitations under Delaware law, 320282 million shares were available for repurchase under the program. See NOTE 11 – Subsequent Events in the Notes to Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q for information regarding share repurchases completed subsequent to January 31, 2026.

There have been no material changes during the sixnine months ended JanuaryApril 31,30, 2026 to our contractual obligations disclosed in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K.

This Quarterly Report on Form 10-Q, including the information incorporated by reference herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts are statements that could be deemed forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or the negative of these terms or other comparable terminology. The forward-looking statements contained in this Form 10-Q involve known and unknown risks, uncertainties and situations that may cause our or our industry’s actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. These forward-looking statements are made in reliance upon the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These factors include those listed in Part II, Item 1A. under the caption entitled “Risk Factors” in this Quarterly Report on Form 10-Q and those discussed elsewhere in this Quarterly Report on Form 10-Q. We encourage investors to review these factors carefully together with the other matters referred to herein, as well as in the other documents we file with the Securities and Exchange Commission (the “SEC”).SEC. We may from time to time make additional written and oral forward-looking statements, including statements contained in our filings with the SEC. We do not undertake to update any forward-looking statement that may be made from time to time by or on behalf of us.