CRVL

• CorVel Corporation held its 2026 annual meeting of stockholders on August 6, 2026.
• Stockholders ratified the appointment of Haskell & White LLP as independent registered public accounting firm for fiscal year ending March 31, 2027.
• Stockholders approved, on a non-binding advisory basis, the compensation of named executive officers.
• There were 51,009,059 shares of common stock outstanding as of the June 8, 2026 record date.

5.07 Submission of Matters to a Vote of Security Holders

• Gross profit increased 19% to $67.8 million, with gross margin at 26%.
• Diluted earnings per share rose to $0.63 from $0.52 in the prior-year quarter.
• The company ended the quarter with $256 million in cash and cash equivalents and no borrowings.
• CorVel repurchased $21.8 million of common stock during the quarter.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Michael G. Combs will step down as CEO and President effective July 1, 2026, and will serve as Executive Chair with a monthly base salary of $25,000 and continued health benefits.
• Ms. Scott is eligible for an annual cash bonus target of 75% of base salary (up to 100%), with 75% tied to company performance and 25% to individual MBOs.
• Ms. Scott will receive 25,000 stock options under the 2025 Stock Incentive Plan, vesting 25% after one year and the remainder over 36 months.
• The leadership transition was announced in a press release on June 1, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Fiscal year diluted earnings per share were $2.14, up 17% from $1.83 in the prior fiscal year.
• Fourth quarter revenues were $249 million, up from $232 million in the same quarter last year.
• Fourth quarter diluted EPS was $0.61, up 20% from $0.51 in the prior year quarter.
• The company ended the quarter with $233 million in cash and no borrowings, and repurchased $20.1 million of common stock during the quarter.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Diluted EPS for the quarter was $0.47, up 2% from $0.46 in the same quarter last year.
• Nine-month revenue rose 7% to $710 million from $664 million, and diluted EPS rose 16% to $1.53 from $1.32.
• Gross profit for the quarter was $54.9 million at a 23% gross margin, up from $52.9 million.
• The company exited the quarter with $230 million in cash and no borrowings, and repurchased $13.4 million of stock.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Diluted earnings per share for the quarter were $0.54, compared to $0.45 in the prior-year quarter.
• Gross profit increased 15% to $58.2 million, with a 24% gross margin.
• The company exited the quarter with $207 million in cash and cash equivalents and no borrowings.
• CorVel repurchased $12.8 million of common stock during the quarter.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• O'Brien will provide transition support as a consultant to facilitate a smooth handover.
• Brian Nichols, age 45, was appointed CFO effective immediately upon O'Brien's transition.
• Nichols has been with CorVel for 15 years, most recently as Vice President, Network Services in 2025.
• Nichols' annual base salary was increased to $275,000, with eligibility for discretionary bonus and option grants.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• At the 2025 Annual Meeting, stockholders elected six directors to serve until the 2026 annual meeting, with each nominee receiving a majority of votes cast.
• The 2025 Stock Incentive Plan was approved with 39,814,198 votes for, 7,566,390 against, and 30,886 abstentions.
• The record date for the meeting was June 13, 2025, with 51,440,930 shares of common stock outstanding.
• The report was filed under Item 5.07 to disclose the final voting results of the three proposals submitted to security holders.

5.07 Submission of Matters to a Vote of Security Holders