COPART INC (CPRT) Form 8-K — Oct 16, 2026
Copart's board granted CEO A. Jayson Adair a stand-alone option to purchase 20,000,000 shares with a total exercise price of $785.3 million, split into four tranches struck between $26.27 and $52.54 per share. The option vests 100% on the fifth anniversary of the October 14, 2026 grant date, subject to Adair's continued service as CEO, and carries a 10-year term with a service-based clawback that recaptures 10% of shares for each year remaining after any termination. The grant is contingent on stockholder approval at the 2026 Annual Meeting or a subsequent special meeting, and is forfeited entirely if approval is not obtained.
Key figures
- Salary
- $1 per year for 10 years
- Vesting
- 100% on 5th anniversary of grant, subject to continued CEO service
- Clawback
- 10% of shares subject to clawback per year of the 10-year term following CEO termination
- Tranche 1
- 5,000,000 shares at $26.27
- Tranche 2
- 5,000,000 shares at $35.03 (8-K) / $34.94 (agreement)
- Tranche 3
- 5,000,000 shares at $43.78 (8-K) / $43.61 (agreement)
- Tranche 4
- 5,000,000 shares at $52.54
- Option term
- 10 years (expires October 13, 2036)
- Total exercise price
- $785,300,000
- Total shares granted
- 20000000
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