Corpay (CPAY) CEO Clarke exercises 100,000 options, 68,150 shares withheld for taxes

Rhea-AI Filing Summary

CORPAY, INC. CEO and Chairman Ronald Clarke reported option-related share movements. He exercised 100,000 shares of common stock through employee stock options at $150.74 per share, converting a derivative position into directly held stock.

To cover the tax liability and exercise price, 68,150 shares of common stock were withheld at $352.37 per share, classified as a tax-withholding disposition under Rule 16b-3 rather than an open-market sale. After these transactions, Clarke directly owns 2,476,383 shares of Corpay common stock and retains 650,000 employee stock options exercisable at $150.74 per share that are scheduled to expire on January 25, 2027.

Insider Trade Summary

100,000 shares exercised/converted

Mixed 3 txns

Insider Clarke Ronald

Role CEO & Chairman of BOD

Type	Security	Shares	Price	Value
Exercise	Employee Stock Options	100,000	$150.74	$15.07M
Exercise	Common Stock	100,000	$150.74	$15.07M
Tax Withholding	Common Stock	68,150	$352.37	$24.01M

Holdings After Transaction: Employee Stock Options — 650,000 shares (Direct, null); Common Stock — 2,476,383 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Options exercised: 100,000 shares Exercise price: $150.74/share Shares withheld for taxes: 68,150 shares +4 more

7 metrics

Options exercised 100,000 shares Employee stock options exercised at $150.74 on May 28, 2026

Exercise price $150.74/share Exercise price for 100,000 options

Shares withheld for taxes 68,150 shares Tax-withholding disposition at $352.37 per share

Withholding price $352.37/share Value used for tax-withholding disposition

Direct holdings after transactions 2,476,383 shares Common stock directly owned after May 28, 2026 transactions

Remaining options 650,000 options Employee stock options remaining after exercise

Option expiration date January 25, 2027 Expiration for remaining employee stock options

Key Terms

tax-withholding disposition, Employee Stock Options, derivative security, Rule 16b-3

4 terms

tax-withholding disposition financial

"classified as a tax-withholding disposition under Rule 16b-3 rather than an open-market sale"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Employee Stock Options financial

"security_title": "Employee Stock Options""

Employee stock options are contracts that give workers the right to buy a company's shares at a set price sometime in the future, like a coupon that lets you purchase stock at today’s price later on. Investors care because they align employees’ incentives with company performance and create a potential future claim on shares that can reduce existing owners’ percentage and add to a company’s reported compensation costs.

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Rule 16b-3 regulatory

"issued in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

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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^*

Clarke Ronald

(Last) (First) (Middle)

3280 PEACHTREE RD NE

SUITE 2400

(Street)

ATLANTA GEORGIA 30305

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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

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

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

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	05/28/2026		M		100,000	A	$150.74	2,476,383	D
Common Stock(1)	05/28/2026		F		68,150	D	$352.37	2,408,233	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
Employee Stock Options	$150.74	05/28/2026		M			100,000	12/31/2018	01/25/2027	Common Stock	850,000	$150.74	650,000	D

Explanation of Responses:

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

	/s/ Crystal Williams, under power of attorney	05/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

Ronald Clarke reported exercising 100,000 employee stock options for Corpay common stock at $150.74 per share. In connection with this exercise, 68,150 shares were withheld to satisfy tax liabilities and exercise costs, categorized as a tax-withholding disposition.

Did CORPAY (CPAY) CEO Ronald Clarke sell shares in the open market?

The filing shows no open-market sale. Instead, 68,150 shares were withheld at $352.37 per share to pay tax liabilities and the option exercise price, which is treated as a tax-withholding disposition under Rule 16b-3, not a discretionary sale.

How many CORPAY (CPAY) shares does Ronald Clarke own after this Form 4?

Following these transactions, Ronald Clarke directly owns 2,476,383 shares of Corpay common stock. This figure reflects his updated direct equity position after exercising 100,000 options and having 68,150 shares withheld for tax and exercise costs.

What stock options does CORPAY (CPAY) CEO Ronald Clarke still hold?

After exercising part of his award, Ronald Clarke retains 650,000 employee stock options. These options have an exercise price of $150.74 per share and are scheduled to expire on January 25, 2027, according to the Form 4 data.

What does the tax-withholding disposition mean in CORPAY (CPAY) CEO’s Form 4?

The tax-withholding disposition reflects 68,150 shares withheld at $352.37 per share to pay tax liability and the exercise price. The footnote explains this occurred under Rule 16b-3, indicating an administrative settlement rather than an open-market sale decision.