Corpay (CPAY) director disposes shares to cover equity award taxes

Rhea-AI Filing Summary

Corpay, Inc. director Gerald C. Throop reported a tax-related share disposition. On February 14, 2026, 436 shares of Corpay common stock were disposed of at $337.12 per share to satisfy tax withholding obligations upon vesting of an equity award. This was a tax-withholding transaction under Rule 16b-3, not an open-market trade. After this event, Throop directly held 1,549 Corpay common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Throop Gerald C

Role Director

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	436	$337.12	$147K

Holdings After Transaction: Common Stock — 1,549 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Throop Gerald C

(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
	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		436	D	$337.12	1,549	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.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Corpay (CPAY) report for Gerald C. Throop?

Corpay reported that director Gerald C. Throop had 436 common shares disposed of at $337.12 per share. The shares were withheld to cover tax liabilities related to the vesting of an equity award under Rule 16b-3.

Was the Corpay (CPAY) insider transaction an open-market sale?

No, the Corpay transaction was not an open-market sale. The 436 shares were withheld to satisfy Throop’s tax liability upon vesting of an equity award, characterized as a tax-withholding disposition under Rule 16b-3, rather than a discretionary stock sale.

How many Corpay (CPAY) shares does Gerald C. Throop hold after the transaction?

Following the tax-withholding disposition, Gerald C. Throop directly holds 1,549 shares of Corpay common stock. This reflects his ownership after 436 shares were used to cover tax obligations tied to the vesting of a previously granted equity security.

What is the transaction code and meaning for the Corpay (CPAY) Form 4 filing?

The Form 4 uses transaction code “F,” which indicates payment of an exercise price or tax liability by delivering securities. In this case, 436 Corpay common shares were withheld to satisfy Throop’s tax obligations related to a vesting equity award.

What was the price per share in the Corpay (CPAY) insider tax-withholding transaction?

The 436 Corpay common shares used for tax withholding were valued at $337.12 per share. This price is used in the Form 4 to report the value of the shares delivered to satisfy tax obligations on the vesting equity award.