CORPAY director reports tax-withholding share disposition

CORPAY, INC. director Rahul Gupta reported a Form 4 showing a tax-related share disposition.

Rhea-AI Filing Summary

CORPAY, INC. director Rahul Gupta reported a Form 4 showing a tax-related share disposition. On the reported date, 256 shares of common stock were withheld at a price of $337.12 per share to cover tax obligations tied to vesting under Rule 16b-3. After this transaction, Gupta directly owned 2,713 common shares.

Insider Trade Summary

Exercise Price or Tax Liability: 256 shares

Exercise Price or Tax Liability 1 txn

Insider Gupta Rahul

Role Director

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	256	$337.12	$86K

Holdings After Transaction: Common Stock — 2,713 shares (Direct)

Footnotes (1)

1. F1. Payment of tax liability by withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3

FAQ

What insider transaction did CORPAY (CPAY) director Rahul Gupta report?

Rahul Gupta reported a disposition of 256 shares of CORPAY common stock. The shares were withheld to satisfy tax obligations upon vesting of equity granted under Rule 16b-3, rather than an open-market sale.

Was Rahul Gupta’s CORPAY (CPAY) Form 4 transaction an open-market sale?

No, the Form 4 indicates a tax-withholding disposition, code “F,” not an open-market sale. Shares were withheld by the issuer to pay tax liabilities triggered by the vesting of previously granted equity.

How many CORPAY (CPAY) shares were involved in Rahul Gupta’s tax-withholding?

The Form 4 reports 256 common shares used to satisfy tax liabilities. These shares were valued at $337.12 each in the transaction, according to the disclosure, and were tied to the vesting of a Rule 16b-3 equity award.

How many CORPAY (CPAY) shares does Rahul Gupta own after this Form 4 transaction?

After the tax-withholding disposition, Rahul Gupta directly owned 2,713 CORPAY common shares. This post-transaction balance reflects his remaining direct holdings following the issuer’s share withholding for tax obligations.

What does transaction code “F” mean in Rahul Gupta’s CORPAY (CPAY) Form 4?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. In this case, shares were withheld to cover taxes due on the vesting of a security issued under Rule 16b-3.

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Accepted by SEC EDGAR 02/18/2026 - 04:24 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gupta Rahul

(Last) (First) (Middle)

3280 PEACHTREE RD NE

UNIT 2400

(Street)

ATLANTA GA 30305

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CORPAY, INC. [ CPAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/14/2026		F		256	D	$337.12	2,713	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Payment of tax liability by withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3

	/s/ Crystal Williams, under a power of attorney	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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