Corpay (CPAY) CEO Ronald Clarke reports stock grant and tax withholdings

Rhea-AI Filing Summary

Corpay, Inc. CEO and Chairman Ronald Clarke reported several equity-related transactions in Corpay common stock. On February 14, 2026, he received a grant or award of 6,630 shares of common stock at a stated price of $0.00 per share, increasing his direct holdings.

On the same date, he had three separate tax-withholding dispositions in connection with equity vesting: 2,920 shares, 3,215 shares, and 2,953 shares, each priced at $337.12 per share, used to satisfy tax liabilities incident to vesting under Rule 16b-3.

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

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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^*

Clarke Ronald

(Last) (First) (Middle)

3280 PEACHTREE RD NE

SUITE 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
X	Officer (give title below)		Other (specify below)
	CEO & Chairman of BOD

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		2,920	D	$337.12	2,344,408	D
Common Stock(1)	02/14/2026		F		3,215	D	$337.12	2,341,193	D
Common Stock(2)	02/14/2026		A		6,630	A	$0	2,347,823	D
Common Stock(1)	02/14/2026		F		2,953	D	$337.12	2,344,870	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

2. Vesting of performance-based restricted stock

	/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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Corpay (CPAY) CEO Ronald Clarke report?

Ronald Clarke reported a grant of 6,630 Corpay common shares and three tax-withholding dispositions of 2,920, 3,215, and 2,953 shares. These moves reflect equity compensation vesting and related tax payments rather than open-market buying or selling activity.

Were Ronald Clarke’s Corpay (CPAY) transactions open-market sales or tax withholdings?

The reported dispositions were tax-withholding transactions, not open-market sales. Shares were withheld at $337.12 per share to cover tax liabilities associated with vesting equity awards, as described under the Rule 16b-3-related footnote.

How many Corpay (CPAY) shares were granted to CEO Ronald Clarke?

Ronald Clarke received a grant or award of 6,630 common shares of Corpay at a stated price of $0.00 per share. This reflects equity compensation and increases his direct ownership position in the company.

What is the price used for Ronald Clarke’s Corpay (CPAY) tax-withholding dispositions?

Each tax-withholding disposition used a price of $337.12 per share. Shares totaling 2,920, 3,215, and 2,953 were withheld at this price to satisfy tax liabilities arising from the vesting of performance-based restricted stock awards.

What do the Form 4 footnotes reveal about Corpay (CPAY) CEO equity vesting?

Footnotes state the dispositions paid tax liabilities by withholding shares incident to vesting under Rule 16b-3 and that the award involved vesting of performance-based restricted stock. This clarifies the transactions are tied to compensation vesting, not discretionary trading.