Corpay grants executives stock units tied to price

Corpay, Inc. reports that its Compensation Committee approved special grants of performance-based restricted stock units (PSUs) under the Amended and Restated 2010 Equity Compensation Plan to Ronald F. Clarke and Armando L. Netto, effective July 22, 2026.

Rhea-AI Filing Summary

Corpay, Inc. reports that its Compensation Committee approved special grants of performance-based restricted stock units (PSUs) under the Amended and Restated 2010 Equity Compensation Plan to Ronald F. Clarke and Armando L. Netto, effective July 22, 2026. Clarke received 300,000 PSUs and Netto received 28,213 PSUs, which are intended to align their compensation with shareholder stock price interests and support retention over the applicable period.

The PSUs have a performance period running from the Grant Date through August 31, 2028. They are earned in tranches upon achievement of stock price hurdles: 100,000 PSUs for Clarke and 9,405 for Netto if the closing price equals or exceeds $425.00 on five separate trading days during the period; additional 100,000 and 9,404 PSUs at $450.00; and the remaining 100,000 and 9,404 PSUs at $475.00, with vesting of earned PSUs further subject to the Plan and related award agreements.

Filing Explained

The July 22 approval places 300,000 PSUs for Ronald F. Clarke and 28,213 for Armando L. Netto into a conditional grant stage: the awards become earned and vested only if the stock-price hurdles and employment conditions are satisfied through August 31, 2028.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

PSUs granted to Ronald F. Clarke: 300,000 PSUs PSUs granted to Armando L. Netto: 28,213 PSUs First stock price hurdle: $425.00 per share +3 more

6 metrics

PSUs granted to Ronald F. Clarke 300,000 PSUs Special performance-based grant effective July 22, 2026

PSUs granted to Armando L. Netto 28,213 PSUs Special performance-based grant effective July 22, 2026

First stock price hurdle $425.00 per share Closing price required on five trading days for first PSU tranche

Second stock price hurdle $450.00 per share Closing price required on five trading days for second PSU tranche

Third stock price hurdle $475.00 per share Closing price required on five trading days for final PSU tranche

Trading days required per hurdle 5 trading days Number of days the closing price must meet each hurdle during the Performance Period

Key Terms

performance-based restricted stock units, Amended and Restated 2010 Equity Compensation Plan, Performance Period, stock price hurdles

4 terms

performance-based restricted stock units financial

"approved special grants of performance-based restricted stock units (“PSUs”)"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

Amended and Restated 2010 Equity Compensation Plan financial

"under the Company’s Amended and Restated 2010 Equity Compensation Plan"

Performance Period financial

"The PSUs have a performance period (“Performance Period”) running from the Grant Date"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

stock price hurdles financial

"The PSUs are subject to the achievement of stock price hurdles as follows"

"Stock price hurdles" are specific price levels that investors watch closely because reaching them can signal a potential change in the stock's future. Think of them like checkpoints in a video game; once the stock hits these levels, it might trigger new buying or selling activity, affecting whether the price goes up or down.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive equity awards did Corpay (CPAY) approve on July 22, 2026?

Corpay approved special performance-based restricted stock unit grants to Ronald F. Clarke and Armando L. Netto, totaling 300,000 and 28,213 PSUs respectively, under its Amended and Restated 2010 Equity Compensation Plan.

How many performance-based restricted stock units did Ronald F. Clarke receive from Corpay (CPAY)?

Ronald F. Clarke received a special grant of 300,000 PSUs. These performance-based units can be earned in three 100,000-PSU tranches tied to Corpay’s stock reaching specified price hurdles during the performance period.

What stock price hurdles apply to Corpay (CPAY) performance-based PSUs for Clarke and Netto?

The PSUs are tied to Corpay’s stock closing at or above $425.00, $450.00 and $475.00 on five separate trading days each. Meeting each hurdle earns a defined PSU tranche for both Clarke and Netto.

Over what period can Corpay (CPAY) performance-based PSUs be earned?

The PSUs have a performance period running from the July 22, 2026 grant date through August 31, 2028. Stock price hurdles must be met on five trading days within this period for each tranche to be earned.

Besides stock price, what conditions affect vesting of Corpay (CPAY) PSUs for Clarke and Netto?

Vesting of earned PSUs is subject to employment conditions and the terms of the Company’s Equity Compensation Plan and related award agreements. Stock price hurdles determine earning, while plan and agreement terms govern actual vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/24/2026 - 04:59 PM Accepted by SEC EDGAR 07/24/2026 - 04:58 PM Learn about SEC filing dates

0001175454false00011754542026-07-222026-07-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________ 

FORM 8-K

________________________________________________________ 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 22, 2026

________________________________________________________ 

Corpay, Inc.

________________________________________________________ 

(Exact name of registrant as specified in its charter)

  _______________________________________________________

Delaware

001-35004

72-1074903

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3280 Peachtree Road, Suite 2400

Atlanta

30305

(Address of principal executive offices)

GA

(Zip Code)

Registrant’s telephone number, including area code: (770) 449-0479

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbols(s)			Name of each exchange on which registered
Common Stock			CPAY			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

On July 22, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Corpay, Inc. (the “Company”) approved special grants of performance-based restricted stock units (“PSUs”) under the Company’s Amended and Restated 2010 Equity Compensation Plan (the “Plan”) to Messrs. Ronald F. Clarke and Armando L. Netto, effective on July 22, 2026 (the “Grant Date”). The PSUs will be earned and become vested based on the Company’s stock price performance and certain employment conditions. The PSUs are intended to further align the compensation interests of Messrs. Clarke and Netto with the Company stock price performance interests of the Company’s shareholders, and to help retain the services of Messrs. Clarke and Netto during the period of time covered by the PSUs.

Messrs. Clarke and Netto were granted 300,000 and 28,213 PSUs, respectively. The PSUs have a performance period (“Performance Period”) running from the Grant Date through August 31, 2028. The PSUs are subject to the achievement of stock price hurdles as follows: 100,000 of Mr. Clarke’s PSUs and 9,405 of Mr. Netto’s PSUs will be earned if the closing price of the Company’s common stock equals or exceeds $425.00 on five separate trading days during the Performance Period, an additional 100,000 of Mr. Clarke’s PSUs and an additional 9,404 of Mr. Netto’s PSUs will be earned if the closing price of the Company’s common stock equals or exceeds $450.00 on five separate trading days during the Performance Period, and the remaining 100,000 of Mr. Clarke’s PSUs and the remaining 9,404 of Mr. Netto’s PSUs will be earned if the closing price of the Company’s common stock equals or exceeds $475.00 on five separate trading days during the Performance Period. Vesting of the earned PSUs is generally subject to the terms and conditions of the Plan and the related award agreement.

(d)			Exhibits
104			Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Corpay, Inc.

July 24, 2026

By:   /s/ Peter Walker

Peter Walker

Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB