Copart approves 20M-share CEO option pending holder vote

No option shares may be exercised until stockholders approve the award, and the entire option is forfeited if approval is not obtained.

Rhea-AI Filing Summary

Copart, Inc. approved a nonstatutory option for CEO A. Jayson Adair to purchase 20,000,000 common shares on October 14, 2026, outside the 2007 Equity Incentive Plan. The award requires stockholder approval at the 2026 Annual Meeting or a special meeting afterward; no portion may be exercised before approval, and failure to obtain approval forfeits the option. The option has a 10-year term divided into four 5,000,000-share tranches, with exercise prices of $26.27, $35.03, $43.78 and $52.54 per share.

The option vests on the fifth anniversary, subject to Adair's continued service as CEO, with stated exceptions for death, disability and a change in control. Except for certain perquisite programs approved by the Compensation Committee, the option is intended to be his only substantive cash or equity compensation for the following 10 years; his expected salary is $1 annually, with no expected bonus or additional equity awards. Vested shares are subject to a clawback of 10% of the shares for each whole or partial year of the 10-year term following CEO termination. Shares received upon exercise with a value equal to the gain recognized upon exercise, net of taxes, are subject to a holding period through the term.

Filing Explained

Death or disability accelerates only options with an exercise price below the prior 30-trading-day average and waives clawback and holding limits; a change in control accelerates in-the-money options only if Adair remains CEO, with those limits waived after specified qualifying termination events or death or disability and a release.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Option shares: 20,000,000 shares Shares per tranche: 5,000,000 shares Exercise price: $26.27 per share +5 more

8 metrics

Option shares 20,000,000 shares Option approved for CEO A. Jayson Adair

Shares per tranche 5,000,000 shares Each of four option tranches

Exercise price $26.27 per share First option tranche

Exercise price $35.03 per share Second option tranche

Exercise price $43.78 per share Third option tranche

Exercise price $52.54 per share Fourth option tranche

Option term 10 years Term of the option

Vesting 5th anniversary of the grant date Subject to continued service as CEO and stated exceptions

Key Terms

nonstatutory stock option, exercise price, service-based Company clawback, holding period, +1 more

5 terms

nonstatutory stock option financial

"grant of a nonstatutory stock option"

A nonstatutory stock option (also called a non-qualified stock option) is an employee or contractor right to buy company shares at a set price that does not qualify for special tax treatment. When exercised, the difference between the market price and the set price is treated as ordinary income for the recipient and usually triggers payroll tax and withholding. For investors, these options matter because they create potential share dilution, affect reported compensation costs, and influence the timing of when new shares enter the market—similar to a coupon that lets someone buy stock at a discount but results in an immediate tax bill.

exercise price financial

"tranches with different exercise prices"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

service-based Company clawback financial

"subject to a service-based Company clawback"

holding period financial

"shares are subject to a holding period"

change in control technical

"Upon a change in control of the Company"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares does the CPRT CEO option cover, and what are its exercise prices?

The option covers 20,000,000 shares in four 5,000,000-share tranches, with exercise prices of $26.27, $35.03, $43.78 and $52.54 per share. It was approved for CEO A. Jayson Adair and is subject to stockholder approval.

When can the CPRT CEO option be exercised and vest?

No portion may be exercised before stockholder approval at the 2026 Annual Meeting or a special meeting following it. The option vests on the fifth anniversary of the grant date, subject to Adair's continued service as CEO and the stated exceptions.

What clawback and holding-period rules apply to the CPRT CEO option?

For each whole or partial year of the 10-year term following Adair's termination as CEO, 10% of the shares, including exercised and unexercised shares, are subject to the Company clawback. Shares received upon exercise with a value equal to the gain recognized, net of taxes, are subject to a holding period through the award's 10-year term.

How does the CPRT CEO option treat death, disability or a change in control?

Upon death or disability, the portion for which the average closing sales price over the preceding 30 trading days exceeds the exercise price vests. At a change in control, an unvested portion vests immediately before the change only if the price paid per share exceeds its exercise price and Adair remains CEO through the change.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/16/2026 - 04:02 PM EDT Accepted by SEC EDGAR 10/16/2026 - 04:02 PM EDT Learn about SEC filing dates

COPART INC false 0000900075 0000900075 2026-10-14 2026-10-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 14, 2026

COPART, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-23255		94-2867490
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14185 Dallas Parkway

Suite 300

Dallas, Texas 75254

(Address of principal executive offices, including zip code)

(972) 391-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		CPRT		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 14, 2026 (the “Grant Date”), the board of directors (the “Board”) of Copart, Inc. (the “Company”), upon recommendation by its Compensation Committee, approved the grant to A. Jayson Adair, the Company’s Chief Executive Officer (“CEO”), of a nonstatutory stock option to purchase 20,000,000 shares of the Company’s common stock (the “Option”) pursuant to a stand-alone stock option award agreement (the “Option Agreement”). The Option was granted outside of the Company’s 2007 Equity Incentive Plan, as amended and restated, and is subject to approval by the Company’s stockholders at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) or a special meeting of the stockholders following the 2026 Annual Meeting. No portion of the Option may be exercised before stockholder approval is obtained, and if stockholder approval is not obtained at the 2026 Annual Meeting or such special meeting, the Option will be forfeited in its entirety.

The shares subject to the Option are divided into 4 tranches with different exercise prices, as follows: (i) 5,000,000 shares at $26.27 per share, (ii) 5,000,000 shares at $35.03 per share, (iii) 5,000,000 shares at $43.78 per share, and (iv) 5,000,000 shares at $52.54 per share. The Option has a term of 10 years and, other than certain perquisite programs approved by the Compensation Committee, is intended to serve as Mr. Adair’s only substantive cash or equity compensation for the 10-year period following the Grant Date, as Mr. Adair is expected to receive a salary of $1 each year and is not expected to receive a bonus or additional equity awards during that period.

The Option will vest become exercisable on the 5th anniversary of the Grant Date, subject to Mr. Adair’s continued service as CEO through such date except as noted below.

Vested shares are subject to a service-based Company clawback, pursuant to which 10% of the shares are subject to clawback for each whole or partial year of the 10-year term following Mr. Adair’s termination of service as CEO (including both exercised and unexercised shares). Additionally, the shares received upon exercise of the Option with a value equal to the gain recognized upon exercise, net of taxes, are subject to a holding period through the 10-year term of the award.

If Mr. Adair’s service as CEO terminates due to death or disability, the portion of the Option for which the average closing sales price of a share over the 30 trading days preceding the date of termination exceeds the applicable exercise price will vest, and the Company clawback and the holding period will be waived as to such vested shares and any shares that previously vested. Any portion of the Option that does not vest in accordance with the foregoing will be forfeited.

Upon a change in control of the Company, and subject to Mr. Adair’s continued service as CEO through such change in control, to the extent then unvested, the portion of the Option for which the price per share paid to holders of the Company’s common stock in the change in control exceeds the applicable exercise price will vest as of immediately prior to the change in control. Shares that vest in this manner will remain subject to the Company clawback and the holding period described above.

If, following the change in control, Mr. Adair’s service as CEO is terminated by the Company without cause or Mr. Adair resigns for good reason, or in the event of his death or disability, the Company clawback and the holding period will be waived, subject to execution of a release of claims in favor of the Company.

The Option is subject to the Company’s Compensation Recovery Policy, the current version of which was filed by the Company as an exhibit to its Annual Report on Form 10-K for the year ended July 31, 2026 (such Annual Report, the “Annual Report”), as may be amended from time to time.

This summary of the Option is qualified in its entirety by reference to the full text of the Option Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)		Exhibits.
10.1		Stand-Alone Stock Option Award Agreement, dated October 14, 2026, between Copart, Inc. and A. Jayson Adair.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the expected compensation of Mr. Adair. Forward-looking statements involve substantial risks and uncertainties that may cause actual events or results to differ materially from currently anticipated events or results such as changes in the Company’s business plan or compensation philosophy. In addition, the Company’s business is subject to numerous risks and uncertainties, including, among others, risks relating to vehicle supplier and customer acquisition and maintenance; risks associated with international operations; and risks associated with online operations, including cyber-attacks and credit card fraud. Information on these and additional risks, uncertainties, and other information affecting the Company’s business and operating results are contained in the Company’s filings with the Securities and Exchange Commission, including risks and uncertainties identified in the Company’s Annual Report. You should review these risk factors carefully. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. The Company does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof, except as required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COPART, INC.
By:		/s/ Leah Stearns
		Leah Stearns, Chief Financial Officer
		Principal Financial and Accounting Officer and duly Authorized Officer

Date: October 16, 2026

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 81.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB