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Corpay, Inc. (CPAY) grants CEO Ronald Clarke 3 tranches of PSUs

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

Rhea-AI Filing Summary

Clarke Ronald reported acquisition or exercise transactions in this Form 4 filing.

Corpay, Inc. reported that CEO and Chairman Ronald Clarke received grants of three tranches of 100,000 performance-based restricted stock units, each settled in common stock. Each tranche is earned only if CPAY’s closing price equals or exceeds $425, $450, or $475 on five separate trading days before August 31, 2028, with vesting of earned units subject to the company’s equity compensation plan and related award agreements.

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Insider Clarke Ronald
Role CEO & Chairman of BOD
Type Security Shares Price Value
Grant/Award Performance-Based Restricted Stock Units F1, F2 100,000 $0.00 $0.00
Grant/Award Performance-Based Restricted Stock Units F1, F3 100,000 $0.00 $0.00
Grant/Award Performance-Based Restricted Stock Units F1, F4 100,000 $0.00 $0.00
Holdings After Transaction: Performance-Based Restricted Stock Units — 300,000 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 granted per tranche 100000.0000 units Performance-based restricted stock units granted to Ronald Clarke on 2026-07-22 in each of three tranches
Stock price hurdle tranche 1 $425.00 CPAY closing price must equal or exceed this on five separate trading days before August 31, 2028
Stock price hurdle tranche 2 $450.00 CPAY closing price must equal or exceed this on five separate trading days before August 31, 2028
Stock price hurdle tranche 3 $475.00 CPAY closing price must equal or exceed this on five separate trading days before August 31, 2028
Trading days required at hurdle five separate trading days Number of days CPAY stock must close at or above each price hurdle before August 31, 2028
Performance-Based Restricted Stock Units financial
"Each performance-based restricted stock unit represents a contingent right to receive one share"
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"
closing price financial
"subject to the closing price of CPAY stock equaling or exceeding $425.00"
equity compensation plan financial
"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"
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 equity awards did CORPAY, INC. (CPAY) report for CEO Ronald Clarke?
CORPAY, INC. reported that CEO Ronald Clarke received three grants of 100,000 performance-based restricted stock units each. Every unit represents a contingent right to one share of CPAY common stock, subject to performance hurdles and vesting under the company’s equity compensation plan.

What performance hurdles apply to the new CPAY performance-based RSUs?
Each 100,000-unit tranche is tied to CPAY’s closing price equaling or exceeding $425.00, $450.00, or $475.00 on five separate trading days before August 31, 2028. Only units earned under these share-price conditions are eligible to vest under plan terms.

How many CPAY shares can each performance-based restricted stock unit deliver?
Each performance-based restricted stock unit represents a contingent right to receive one share of CPAY common stock. Delivery of shares depends on meeting the specified share-price hurdles and satisfying vesting and other conditions in the applicable equity compensation plan and award agreement.

By when must CPAY’s share-price hurdles be achieved for the CEO’s PSUs?
For each tranche, CPAY’s closing stock price must equal or exceed the applicable hurdle on five separate trading days before August 31, 2028. Only then are performance-based restricted stock units considered earned, after which vesting is governed by the company’s equity compensation plan.

Were the CPAY CEO equity awards reported as made under a Rule 10b5-1 plan?
The filing’s Rule 10b5-1 checkbox was not marked, indicating these reported grants were not affirmatively designated as made pursuant to a Rule 10b5-1 trading plan. The transactions are equity awards, not open-market purchases or sales of CPAY shares.
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*
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO & Chairman of BOD
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)07/22/2026A100,000 (2) (2)Common Stock100,000$0100,000D
Performance-Based Restricted Stock Units(1)07/22/2026A100,000 (3) (3)Common Stock100,000$0100,000D
Performance-Based Restricted Stock Units(1)07/22/2026A100,000 (4) (4)Common Stock100,000$0100,000D
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