Copart 8-K

Summary

CEO stock-option award. On 10/14/2026, Copart granted CEO A. Jayson Adair a 20M-share nonstatutory option outside its 2007 Equity Incentive Plan, subject to shareholder approval at the 2026 annual meeting or a later special meeting; without approval, the option is forfeited in full. It is intended to be his only substantive cash or equity compensation for 10 years.

Key Figures

• Option tranches: 5M shares each at exercise prices of $26.27, $35.03, $43.78 and $52.54; 10-year term. Vesting and exercisability begin on the fifth anniversary of the grant, subject to continued service as CEO.
• Compensation: expected salary of $1 per year, with no expected bonus or additional equity awards during the 10-year period, apart from certain perquisite programs.
• After termination as CEO, 10% of shares are subject to company clawback for each whole or partial year of the award’s 10-year term; exercised shares equal in value to the exercise gain, net of taxes, are subject to a holding period through the term.
• Death or disability can accelerate vesting for tranches whose exercise price is below the average closing share price over the preceding 30 trading days; clawback and holding restrictions are waived for those shares and previously vested shares.
• On a change in control, in-the-money unvested tranches vest immediately before the transaction if Adair remains CEO through closing. Following the change in control, termination without cause, resignation for good reason, death or disability waives clawback and holding restrictions, subject to a release.

Investor Takeaways

• The shareholder vote at the 2026 annual meeting or a subsequent special meeting determines whether the option remains in effect.