CPRT Insider: Leah Stearns Receives 150k Options with $58.21 Performance Hurdle

Rhea-AI Filing Summary

Leah C. Stearns, Chief Financial Officer of Copart, Inc. (CPRT), was granted stock option awards on 09/16/2025 totaling 150,000 option shares with an exercise price of $46.57 per share. The awards consist of two option grants of 75,000 shares each, exercisable through 09/16/2035. Twenty percent of each option vests on the first anniversary of the grant and the remainder vests over the following 48 months, with monthly vesting described for one award.

One award includes a performance-based condition: shares may not be exercised unless Copart common stock trades at or above $58.21 (125% of the exercise price) at exercise and for the 20 consecutive trading days prior to exercise.

Positive

• Significant retention alignment: 150,000 options with multi-year vesting supports executive retention
• Pay-for-performance element: One award requires stock to reach $58.21 (125% of exercise price) before exercise

Negative

• None.

Insights

Compensation Analyst

TL;DR: Typical long-term incentive package tying significant option value to tenure and stock performance.

The grants total 150,000 options at an exercise price of $46.57, vesting 20% after one year and then over 48 months. One award includes a clear performance hurdle at $58.21, aligning potential payout with stock price appreciation. The ten-year term is standard for executive options and preserves upside while encouraging retention. For investors, this increases potential future share dilution if exercised but also signals management alignment with shareholder value creation.

Corporate Governance Expert

TL;DR: Compensation structure follows common governance practices by combining time and performance vesting.

The combination of service-based vesting and a price performance condition indicates governance attention to pay-for-performance. The explicit 125% price hurdle ensures executives realize value only after meaningful stock appreciation. Documentation cites the company’s Amended and Restated 2007 Equity Incentive Plan as the award vehicle, which is consistent with established equity programs. The disclosure is routine and transparent about vesting and exercise terms.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STEARNS LEAH C

(Last) (First) (Middle)

14185 DALLAS PARKWAY

SUITE 400

(Street)

DALLAS TX 75254

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COPART INC [ CPRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$46.57	09/16/2025		A		75,000		(1)	09/16/2035	Common Stock	75,000	$0	75,000	D
Stock Option (right to buy)	$46.57	09/16/2025		A		75,000		(2)	09/16/2035	Common Stock	75,000	$0	150,000	D

Explanation of Responses:

1. Amended and Restated 2007 Equity Incentive Plan. Twenty percent (20%) of the options vest on the first anniversary of the grant date and the balance vests over the 48 months succeeding such first anniversary.

2. Amended and Restated 2007 Equity Incentive Plan. Twenty percent (20%) of the options vest on the first anniversary of the grant date and the balance vests on a monthly basis over the 48 months succeeding such first anniversary. In addition to service-based vesting, the award is also subject to a performance-based vesting condition, such that no portion of the otherwise vested award may be exercised unless the Copart, Inc. common stock price in trading on the Nasdaq Global Select Market is equal to or greater than $58.21 (an amount equal to 125% of the exercise price), both (i) at the time of any exercise, and (ii) at the closing price of the Copart, Inc. common stock in trading on the Nasdaq Global Select market for each of the twenty consecutive days preceding the date of any exercise.

Remarks:

	/s/ Leah Stearns	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What options were granted to Leah C. Stearns at Copart (CPRT)?

Leah C. Stearns received two option grants of 75,000 shares each totaling 150,000 options with an exercise price of $46.57 per share.

When do the Copart (CPRT) options vest and expire?

Each grant vests 20% after one year with the balance vesting over the next 48 months; options are exercisable through 09/16/2035.

Is there a performance condition on the Copart (CPRT) options?

Yes. One award requires Copart common stock to trade at or above $58.21 (125% of the exercise price) at exercise and for the 20 consecutive trading days before any exercise.

What is the exercise price of the Copart (CPRT) option awards?

The exercise price for the awarded options is $46.57 per share.