CorVel CFO Exercises Options and Sells Shares; Form 4 Shows Net Ownership Drop

Rhea-AI Filing Summary

Brandon O'Brien, Chief Financial Officer of CorVel Corp (CRVL), reported option exercise and related share transactions dated 08/22/2025. He exercised a non-qualified stock option to acquire 1,200 shares at an exercise price of $49.63, resulting in ownership of 1,200 underlying shares from that option. Concurrently, two sale transactions (codes F) show dispositions of 658 shares at $90.45 and 514 shares at $92.64. Following the reported transactions his reported beneficial ownership changed from 13,004 to 11,832 shares. The filing notes some shares were delivered to satisfy the option exercise price and/or tax liability and that the option vests 25% after one year with the remainder vesting monthly over three years.

Positive

• Exercise of options converted 1,200 optioned shares into common stock at a relatively low exercise price of $49.63, crystallizing value for the reporting person
• Detailed disclosure includes vesting schedule and an explicit statement that shares were delivered to cover exercise price and/or tax liability

Negative

• Net reduction in beneficial ownership from 13,004 to 11,832 shares following the reported transactions
• Dispositions totaling 1,172 shares (658 at $90.45 and 514 at $92.64) reduced the reporting person's stake

Insights

Financial Analyst

TL;DR: Routine option exercise with simultaneous share dispositions results in modest net reduction in reported holdings.

The filing documents the exercise of a non-qualified option for 1,200 shares at a $49.63 exercise price and two dispositions totaling 1,172 shares at weighted prices near $91. The net effect was a decline in reported beneficial ownership from 13,004 to 11,832 shares. This pattern (exercise coupled with share delivery to cover exercise/taxes and subsequent sales) is commonly used to satisfy tax obligations and monetize gains from long‑dated options. The transactions are material to ownership tracking but do not, by themselves, indicate a change in corporate control or an uncommon liquidity event.

Corporate Governance Expert

TL;DR: Insider exercised vested options and disclosed share deliveries; disclosure is complete and follows standard Form 4 practice.

The Form 4 discloses exercise mechanics and vesting schedule (25% after one year, remainder vesting monthly over 36 installments), and explicitly states shares were delivered for exercise price and/or tax liability. The filing appears to meet Section 16 reporting requirements and provides clear post‑transaction ownership levels (11,832 shares). There is no indication in the filing of coordinated trading or transactions by other reporting persons.

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
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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^*

O'Brien Brandon

(Last) (First) (Middle)

5128 APACHE PLUME ROAD, SUITE 400

(Street)

FORT WORTH TX 75109

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CORVEL CORP [ CRVL ]

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)
08/22/2025

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
Common Stock	08/22/2025		M		1,200	A	$49.63	13,004	D
Common Stock	08/22/2025		F(1)		658	D	$90.45	12,346	D
Common Stock	08/22/2025		F(1)		514	D	$92.64	11,832	D

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
Non-Qualified Stock Option (right to buy)	$49.63	08/22/2025		M			1,200	(2)	05/12/2027	Common Stock	1,200	$92.64	300	D

Explanation of Responses:

1. Shares delivered in payment of the option exercise price and/or tax liability incident to the option exercise.

2. Exercisable as to 25% of shares one year following grant date with the remaining shares exercisable in 36 equal monthly installments thereafter.

	By: Sharon O'Connor For: Brandon O'Brien	08/25/2025
	** 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 transactions did CRVL insider Brandon O'Brien report on Form 4?

He exercised a non‑qualified stock option for 1,200 shares at $49.63 and reported two dispositions of 658 and 514 shares at $90.45 and $92.64, respectively.

What is Brandon O'Brien's beneficial ownership of CRVL after these transactions?

11,832 shares are reported as beneficially owned following the transactions.

Why were shares delivered in the reported transactions?

The filing states shares were delivered to pay the option exercise price and/or to satisfy tax liability incident to the option exercise.

What are the vesting terms for the exercised option reported by the CRVL CFO?

Vesting: 25% becomes exercisable one year after grant, with the remaining shares vesting in 36 equal monthly installments thereafter.

On what date were the transactions executed?

Transaction date: 08/22/2025.