CPRT: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On August 16, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company approved the following compensation arrangements for Jane Pocock in connection with her appointment as President on August 1, 2026. Ms. Pocock will receive a base salary of $804,000 per annum effective as of August 1, 2026; she will also be eligible to receive a target annual bonus of $643,000; a grant of restricted stock units with an aggregate grant-date value of $800,000 that vest as to 20% of the underlying shares on the first anniversary of the August 1, 2026 vesting commencement date, with an additional 1/20th of the underlying shares vesting on a cumulative basis at the end of each three-month period thereafter, such that the shares will be fully vested on the fifth anniversary of the vesting commencement date; and a stock option to purchase 500,000 shares of the Company’s common stock at an exercise price per share equal to the Fair Market Value (as defined in the Company’s 2007 Amended and Restated Equity Incentive Plan (the “Plan”)) of a share of the Company’s common stock on the August 16, 2026 grant date, and scheduled to vest as to 20% of the underlying shares on the first anniversary of the August 1, 2026 vesting commencement date, with an additional 1/60th of the underlying shares vesting and becoming exercisable at the end of each month thereafter, such that the option will be fully vested and exercisable on the fifth anniversary of the vesting commencement date; provided that 279,000 of the stock options will be subject to an additional performance-based vesting condition and will n