Corpay CEO exercises 100,000 options, updates stake
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Form Type
4
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 2,408,233 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
Exercise
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 |
| Exercise Price or Tax Liability | Common Stock | 68,150 | $352.37 | $24.01M |
Holdings After Transaction:
Employee Stock Options — 650,000 contracts (Direct);
Common Stock — 2,408,233 shares (Direct)
Footnotes (1)
- F1. Payment of tax liability and exercise price by withholding securities incident to the exercise of a security issued in accordance with Rule 16b-3
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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