Copart Grants CEO Adair 20M-Shares Option Worth $785M Aggregate Exercise Price
CPRT is trading near its 52-week low of $25.72 (8.5% above the low) on elevated volume (2.3× avg).
Summary
Copart granted CEO Jayson Adair a 20-million-share option with a $785.3M aggregate exercise price, payable via a $1 salary and no other equity for ten years. The award needs stockholder approval at the 2026 Annual Meeting and forfeits entirely if that vote fails.
Key Events · Executive and Board Changes · CPRT
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CEO Granted 20M-Share Option
Board approved a stand-alone nonstatutory option for 20,000,000 shares to CEO A. Jayson Adair on October 14, 2026, granted outside the 2007 Equity Incentive Plan.
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Four-Tranche Strike Structure
5,000,000 shares each at $26.27, $35.03, $43.78 and $52.54, for a total exercise price of $785.3 million; the lowest tranche sits just below today's $27.90 price.
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Stockholder Approval Required
No portion of the option may be exercised before stockholder approval at the 2026 Annual Meeting or a subsequent special meeting; the option forfeits in full if approval is not obtained.
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Five-Year Cliff Vesting
100% vests on the fifth anniversary of the grant date, subject to continued service as CEO, with a 10-year service-based clawback and post-exercise holding requirement.
Analysis · CPRT · Trade & Services
Copart's board granted CEO A. Jayson Adair a stand-alone option on 20 million shares — roughly 2% of the company's shares — with a total exercise price of $785.3 million, split into four tranches at $26.27, $35.03, $43.78 and $52.54. The structure is unusual: Adair takes a $1 salary and no other equity or bonus for ten years, and the entire award cliffs at year five, so his payout is tied almost entirely to the stock clearing those strike levels. The grant is not yet effective — it requires stockholder approval at the 2026 Annual Meeting or a later special meeting, and forfeits in full if approval fails. Because the option is granted outside the 2007 Equity Incentive Plan, the vote is a real referendum on the pay package rather than a routine plan amendment. The 10-year service-based clawback and post-exercise holding requirement limit how quickly Adair can monetize any gain, which tempers the dilution overhang.
How filings like this one have moved
In the 30 days to Oct 16, 2026, 36.9% of the 961 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.57%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, CPRT was trading at $27.90 on NASDAQ in the Trade & Services sector, with a market capitalization of approximately $25.8B. The 52-week trading range was $25.72 to $45.89. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.