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Corpay, Inc. (NYSE: CPAY) awards 28,213 performance-based RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Netto Armando Lins reported acquisition or exercise transactions in this Form 4 filing.

CORPAY, INC. granted Group President Brazil & US Vehicle Payments Armando Lins Netto three tranches of performance-based restricted stock units totaling 28,213 units. Each unit represents a contingent right to one share of CPAY common stock. The tranches cover 9,405, 9,404 and 9,404 units that may be earned only if the CPAY share price equals or exceeds $425.00, $450.00 and $475.00, respectively, on five separate trading days before August 31, 2028, and remain subject to the company’s equity compensation plan and award agreement terms.

Positive

  • None.

Negative

  • None.
Insider Netto Armando Lins
Role GroupPresident Brazil&USVehPmt
Type Security Shares Price Value
Grant/Award Performance-Based Restricted Stock Units F1, F2 9,405 $0.00 $0.00
Grant/Award Performance-Based Restricted Stock Units F1, F3 9,404 $0.00 $0.00
Grant/Award Performance-Based Restricted Stock Units F1, F4 9,404 $0.00 $0.00
Holdings After Transaction: Performance-Based Restricted Stock Units — 28,213 shares (Direct)
Footnotes (4)
  1. F1. Each performance-based restricted stock unit represents a contingent right to receive one share of CPAY common stock.
  2. F2. Performance-based restricted stock units subject to the closing price of CPAY stock equaling or exceeding $425.00 on five separate trading days before August 31, 2028. Vesting of the earned PSUs is generally subject to the terms and conditions of the applicable equity compensation plan and related award agreement.
  3. F3. Performance-based restricted stock units subject to the closing price of CPAY stock equaling or exceeding $450.00 on five separate trading days before August 31, 2028. Vesting of the earned PSUs is generally subject to the terms and conditions of the applicable equity compensation plan and related award agreement.
  4. F4. Performance-based restricted stock units subject to the closing price of CPAY stock equaling or exceeding $475.00 on five separate trading days before August 31, 2028. Vesting of the earned PSUs is generally subject to the terms and conditions of the applicable equity compensation plan and related award agreement.
PSUs at $425 hurdle 9405.0000 units Performance-based RSUs tied to CPAY closing price reaching $425.00
PSUs at $450 hurdle 9404.0000 units Performance-based RSUs tied to CPAY closing price reaching $450.00
PSUs at $475 hurdle 9404.0000 units Performance-based RSUs tied to CPAY closing price reaching $475.00
First stock price target $425.00 Closing price must equal or exceed this level on five trading days
Second stock price target $450.00 Closing price must equal or exceed this level on five trading days
Third stock price target $475.00 Closing price must equal or exceed this level on five trading days
Performance period end date August 31, 2028 Deadline for CPAY stock to meet the price hurdles
Shares per RSU 1 share Each RSU represents a contingent right to one share of CPAY common stock
Performance-Based Restricted Stock Units financial
"Each performance-based restricted stock unit represents a contingent right"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
contingent right financial
"represents a contingent right to receive one share of CPAY common stock"
equity compensation plan financial
"generally subject to the terms and conditions of the applicable equity compensation plan"
A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.
vesting financial
"Vesting of the earned PSUs is generally subject to the terms and conditions"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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

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FAQ

What insider equity award did CORPAY (CPAY) report for Armando Lins Netto?
CORPAY reported that Armando Lins Netto received three grants of performance-based restricted stock units totaling 28,213 units, each representing a contingent right to receive one share of CPAY common stock, subject to stock price and vesting conditions.

How many performance-based RSUs at each hurdle did CPAY grant to Armando Lins Netto?
Armando Lins Netto received 9,405 performance-based RSUs at the $425 price hurdle and 9,404 RSUs at each of the $450 and $475 price hurdles, all tied to CPAY common stock performance and vesting conditions.

What stock price targets apply to the CPAY performance-based RSUs granted?
The RSUs are subject to CPAY’s closing stock price equaling or exceeding $425.00, $450.00, and $475.00 on five separate trading days before August 31, 2028, depending on the tranche, in addition to standard plan and award agreement terms.

What is the deadline for CPAY to meet the stock price conditions on these RSUs?
For all three RSU tranches, CPAY’s stock must meet the respective price targets on five separate trading days before August 31, 2028. Vesting of any earned units also depends on the applicable equity compensation plan and award agreement.

Does each performance-based RSU in the CPAY grant equal one share of stock?
Yes. Each performance-based restricted stock unit in these awards represents a contingent right to receive one share of CPAY common stock, provided the stock price hurdles and other vesting conditions are satisfied.
SEC Form 4
FORM 4UNITED 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*
Netto Armando Lins
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
GroupPresident Brazil&USVehPmt
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-Based Restricted Stock Units(1)07/22/2026A9,405 (2) (2)Common Stock9,405$09,405D
Performance-Based Restricted Stock Units(1)07/22/2026A9,404 (3) (3)Common Stock9,404$09,404D
Performance-Based Restricted Stock Units(1)07/22/2026A9,404 (4) (4)Common Stock9,404$09,404D
Explanation of Responses:
1. Each performance-based restricted stock unit represents a contingent right to receive one share of CPAY common stock.
2. Performance-based restricted stock units subject to the closing price of CPAY stock equaling or exceeding $425.00 on five separate trading days before August 31, 2028. Vesting of the earned PSUs is generally subject to the terms and conditions of the applicable equity compensation plan and related award agreement.
3. Performance-based restricted stock units subject to the closing price of CPAY stock equaling or exceeding $450.00 on five separate trading days before August 31, 2028. Vesting of the earned PSUs is generally subject to the terms and conditions of the applicable equity compensation plan and related award agreement.
4. Performance-based restricted stock units subject to the closing price of CPAY stock equaling or exceeding $475.00 on five separate trading days before August 31, 2028. Vesting of the earned PSUs is generally subject to the terms and conditions of the applicable equity compensation plan and related award agreement.
/s/ Crystal Williams, under a power of attorney07/24/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR