CORPAY CEO exercises options, shares withheld for taxes

Rhea-AI Filing Summary

CORPAY, INC. CEO and Chairman Ronald Clarke exercised employee stock options and settled related obligations using company shares. He exercised 100,000 shares of Common Stock at $150.74 per share, then 68,487 shares were withheld at $347.46 per share to cover tax liability and exercise price under Rule 16b-3. Following these compensation-related transactions, Clarke directly holds 2,376,383 shares of Common Stock.

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	68,487	$347.46	$23.80M

Holdings After Transaction: Employee Stock Options — 750,000 contracts (Direct); Common Stock — 2,376,383 shares (Direct)

Footnotes (1)

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: 68,487 shares +3 more

6 metrics

Options exercised 100,000 shares Employee stock options exercised at $150.74 per share

Exercise price $150.74/share Exercise price of employee stock options on Common Stock

Shares withheld for taxes 68,487 shares Shares withheld at $347.46 to cover tax and exercise price

Withholding price $347.46/share Value used for tax-withholding disposition under Rule 16b-3

Post-transaction holdings 2,376,383 shares CORPAY Common Stock directly owned after all transactions

Option expiration date January 25, 2027 Expiration date of the employee stock options exercised

Key Terms

Employee Stock Options, tax-withholding disposition, Rule 16b-3, derivative exercise/conversion, +1 more

5 terms

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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

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.

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.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CORPAY (CPAY) CEO Ronald Clarke report in this Form 4?

Ronald Clarke reported option-related transactions in CORPAY stock. He exercised 100,000 employee stock options at $150.74 per share and had 68,487 shares withheld to cover tax and exercise costs, leaving him with 2,376,383 Common Stock shares held directly after the transactions.

Did Ronald Clarke buy or sell CORPAY (CPAY) shares on the open market?

The filing shows no open-market buy or sell in CORPAY shares. Instead, it records an option exercise and a tax-withholding disposition, where 68,487 shares were withheld by the company to satisfy tax liability and exercise price under Rule 16b-3.

How many CORPAY (CPAY) shares were involved in Ronald Clarke’s option exercise?

Ronald Clarke exercised employee stock options covering 100,000 shares of CORPAY Common Stock. The options had an exercise price of $150.74 per share, and they were originally associated with an option grant that expires on January 25, 2027, according to the filing details.

How many CORPAY (CPAY) shares were withheld for Ronald Clarke’s taxes and exercise price?

CORPAY withheld 68,487 shares of Common Stock from Ronald Clarke. These shares were valued at $347.46 each and were used to pay the tax liability and exercise price related to the option exercise, as permitted under Rule 16b-3 compensation arrangements.

What is Ronald Clarke’s CORPAY (CPAY) ownership after these Form 4 transactions?

After the reported option exercise and tax-withholding disposition, Ronald Clarke directly owns 2,376,383 shares of CORPAY Common Stock. This figure represents his post-transaction direct holdings as disclosed in the Form 4, reflecting his ongoing equity stake in the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:16 PM EDT 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
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)
05/21/2026

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	05/21/2026		M		100,000	A	$150.74	2,444,870	D
Common Stock(1)	05/21/2026		F		68,487	D	$347.46	2,376,383	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	05/21/2026		M			100,000	12/31/2018	01/25/2027	Common Stock	850,000	$150.74	750,000	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 a power of attorney	05/22/2026
	** 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)