STOCK TITAN

Copart (NASDAQ: CPRT) ties 114K CFO options to $39.51 stock price

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

COPART INC (CPRT) reported equity awards to Chief Financial Officer Leah C. Stearns. She received 12,654 Restricted Stock Units, each representing one share of common stock, and 200,000 stock options with a per-share exercise price of $31.61, expiring on August 16, 2036.

The RSUs vest 20% on August 16, 2027, with the remainder vesting quarterly so that all vest by the fifth anniversary. The options vest over five years with time-based vesting; 114,400 of these options also require Copart’s stock to trade at or above $39.51 for twenty consecutive trading days and at exercise to become exercisable.

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Insider STEARNS LEAH C
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2 12,654 $0.00 $0.00
Grant/Award Stock Options F3 200,000 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 12,654 shares (Direct); Stock Options — 200,000 shares (Direct)
Footnotes (3)
  1. F1. Each restricted stock unit represents a contingent right to receive one share of Copart, Inc. common stock.
  2. F2. Twenty percent of the Restricted Stock Units (RSUs) vest on the first anniversary of the grant date (August 16, 2027), and the balance vests cumulatively at a rate of 1/20 each three month quarter thereafter, such that 100% of the RSUs will vest on the fifth anniversary of the grant date.
  3. F3. 100% of the stock options are subject to time -based vesting, with 20% of the stock options vesting on the first anniversary of the grant date, and the balance vesting at a rate of 1/60 per month thereafter, such that 100% of the stock options will vest and become exerciseable on the fifth anniversary of the grant date. In addition to the time-based vesting, 114,400 of the stock options are subject to an additional performance-based vesting condition and will not be exerciseable unless and until the trading price of the Copart, Inc. Common Stock in trading on the Nasdaq Global Select Market is an amount greater than or equal to $39.51 (125% of the per share exercise price) both (1) at the moment of any exercise, and (2) at the closing price for each of the twenty consecutive trading days preceding the date of any exercise.
RSUs Granted 12,654 units Restricted Stock Units granted to CFO Leah C. Stearns on August 16, 2026
Stock Options Granted 200,000 options Stock options on Copart common stock granted on August 16, 2026
Option Exercise Price $31.61 per share Exercise price for the 200,000 stock options
Option Expiration Date August 16, 2036 Expiration of granted stock options
Performance-Based Options Tranche 114,400 options Portion of options subject to additional performance-based vesting condition
Performance Stock Price Threshold $39.51 per share Required Copart trading price (125% of exercise price) for performance-based options
RSU Initial Vesting 20% Portion of RSUs vesting on August 16, 2027, first anniversary of grant
Performance Lookback Period 20 trading days Consecutive trading days Copart stock must meet $39.51 threshold before any exercise
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
time -based vesting financial
"100% of the stock options are subject to time -based vesting, with 20%"
performance-based vesting condition financial
"114,400 of the stock options are subject to an additional performance-based vesting condition"
exercise price financial
"125% of the per share exercise price"
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.
Nasdaq Global Select Market market
"trading price of the Copart, Inc. Common Stock in trading on the Nasdaq Global Select Market"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

FAQ

What equity awards did Copart (CPRT) grant to CFO Leah C. Stearns?

Copart granted Leah C. Stearns 12,654 RSUs and 200,000 stock options. The RSUs convert into common shares as they vest, while the options allow purchase of shares at a fixed $31.61 exercise price if vesting conditions are met.

What is the vesting schedule for the 12,654 RSUs granted by CPRT?

The 12,654 RSUs vest 20% on August 16, 2027, then 1/20 each quarter thereafter. This cumulative schedule results in 100% of the RSUs vesting by the fifth anniversary of the August 16, 2026 grant date.

What are the key terms of the 200,000 stock options granted by Copart (CPRT)?

The grant covers 200,000 stock options with a per-share exercise price of $31.61 and expiration on August 16, 2036. All are subject to time-based vesting over five years, with a portion also subject to additional performance conditions.

How do the performance-based conditions affect 114,400 of the Copart (CPRT) options?

For 114,400 options, exercise is allowed only if Copart’s stock trades at or above $39.51 at exercise and as the closing price for twenty consecutive trading days before exercise, in addition to satisfying the time-based vesting schedule.

When will all of Leah C. Stearns’s Copart (CPRT) stock options be fully vested and exercisable?

All 200,000 stock options are scheduled to vest and become exercisable by the fifth anniversary of the grant date. However, 114,400 of them also require meeting the $39.51 stock-price performance condition before they can be exercised.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
STEARNS LEAH C

(Last)(First)(Middle)
14185 DALLAS PARKWAY
SUITE 400

(Street)
DALLAS TEXAS 75254

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
COPART INC [ CPRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)08/16/2026A12,654 (2) (2)Common Stock12,654$012,654D
Stock Options$31.6108/16/2026A200,000 (3)08/16/2036Common Stock200,000$0200,000D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Copart, Inc. common stock.
2. Twenty percent of the Restricted Stock Units (RSUs) vest on the first anniversary of the grant date (August 16, 2027), and the balance vests cumulatively at a rate of 1/20 each three month quarter thereafter, such that 100% of the RSUs will vest on the fifth anniversary of the grant date.
3. 100% of the stock options are subject to time -based vesting, with 20% of the stock options vesting on the first anniversary of the grant date, and the balance vesting at a rate of 1/60 per month thereafter, such that 100% of the stock options will vest and become exerciseable on the fifth anniversary of the grant date. In addition to the time-based vesting, 114,400 of the stock options are subject to an additional performance-based vesting condition and will not be exerciseable unless and until the trading price of the Copart, Inc. Common Stock in trading on the Nasdaq Global Select Market is an amount greater than or equal to $39.51 (125% of the per share exercise price) both (1) at the moment of any exercise, and (2) at the closing price for each of the twenty consecutive trading days preceding the date of any exercise.
/s/ D. Joseph Meister, attorney-in-fact08/18/2026
** Signature of Reporting PersonDate
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).
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* Form 4: SEC 1474 (03-26)