Monitor the 2026 Annual Meeting for stockholder vote on the option, rejection would forfeit the entire grant. The 5-year cliff vesting and post-termination clawback structure aligns CEO retention with long-term shareholder value but introduces potential overhang of 20 million shares (approximately 8-10% of diluted shares outstanding) if exercised.
Price Chart
Executive Summary
Copart granted CEO A. Jayson Adair a 10-year nonstatutory stock option to purchase 20,000,000 shares at a total exercise price of $785,300,000, with four tranches priced at $26.27, $34.94, $43.61, and $52.54 per share. The option vests entirely on the 5th anniversary, is subject to stockholder approval at the 2026 Annual Meeting, and is designed as Mr. Adair's sole substantive compensation for the 10-year period, replacing salary, bonus, and other equity awards. This is a routine compensatory arrangement with no material financial impact on the company's operations or earnings.
Key Facts
- CEO A. Jayson Adair granted a nonstatutory stock option to purchase 20,000,000 shares of Copart common stock on October 14, 2026.
- Option divided into 4 tranches: 5,000,000 shares at $26.27, 5,000,000 at $34.94, 5,000,000 at $43.61, and 5,000,000 at $52.54 per share.
- Total exercise price is $785,300,000.
- Option vests 100% on the 5th anniversary of the grant date (October 14, 2031), subject to continued CEO service.
- Grant is outside the company's 2007 Equity Incentive Plan and requires stockholder approval at the 2026 Annual Meeting; otherwise forfeited.
- Mr. Adair will receive a salary of $1 per year and is not expected to receive bonus or additional equity awards during the 10-year term.
- Vested shares are subject to a service-based clawback (10% per year post-termination) and a post-exercise holding period through the 10-year term.
- Change-in-control and death/disability provisions allow accelerated vesting and waiver of clawback/holding period under certain conditions.
Financial Impact
No immediate financial impact; the option has a total exercise price of $785,300,000 but is contingent on stockholder approval and 5-year vesting. CEO's cash compensation reduced to $1/year.
Risk Factors
- Potential shareholder dilution of up to 20 million shares upon full exercise.
- Stockholder disapproval at the 2026 Annual Meeting would void the entire grant.
- Clawback and holding period provisions may complicate CEO succession planning.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-424052 |
| Document: d177727d8k.htm | 0001193125-26-424052 |
| Document: 0001193125-26-424052-index-headers.html | 0001193125-26-424052 |
| Document: 0001193125-26-424052-index.html | 0001193125-26-424052 |
| Document: 0001193125-26-424052.txt | 0001193125-26-424052 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 8d ago | DEFA14A | $29.00 $29.15 | ▲ +0.52% | ▼ −0.19% | $29.55 (+1.90%) |
Oct 22, 2026 8d ago | DEF 14A | $29.00 $29.15 | ▲ +0.52% | ▼ −0.19% | $29.55 (+1.90%) |
Oct 21, 2026 9d ago | Institutional Cluster | $29.09 $29.00 | ▼ −0.31% | ▲ +0.21% | $29.55 (+1.58%) |
Oct 16, 2026 14d ago | 8-K | $27.51 $27.83 | ▲ +1.16% | ▲ +0.83% | $29.55 (+7.42%) |
Oct 16, 2026 14d ago | 8-K | $27.87 $27.51 | ▼ −1.29% | ▼ −1.71% | $29.55 (+6.03%) |
Sep 10, 2026 7w ago | 8-K | $29.95 $31.73 | ▲ +5.94% | ▲ +6.39% | $29.55 (−1.34%) |
Aug 18, 2026 10w ago | 8-K | $31.51 $33.85 | ▲ +7.43% | ▲ +7.22% | $29.55 (−6.22%) |
Jun 29, 2026 17w ago | 8-K | $28.10 $28.19 | ▲ +0.32% | ▼ −0.46% | $29.55 (+5.16%) |
May 21, 2026 23w ago | 8-K | $33.76 $33.21 | ▼ −1.63% | ▼ −2.21% | $29.55 (−12.48%) |
Feb 28, 2026 34w ago | Institutional Cluster | $38.30 $38.48 | ▲ +0.46% | ▲ +1.37% | $29.55 (−22.85%) |
US Market Status
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