Corpay (NYSE: CPAY) executive reports stock awards and tax share withholdings

Rhea-AI Filing Summary

Corpay, Inc. executive Armando Lins Netto reported a mix of stock awards and tax-related share withholdings in common stock. On February 14, 2026, he received several performance-based restricted stock awards and had shares automatically withheld at $337.1200 per share to cover tax liabilities tied to vesting, rather than selling shares in the open market.

Insights

Equity compensation analyst

Routine equity awards and tax withholdings; no open-market buying or selling.

The transactions show Armando Lins Netto, a senior executive at Corpay, Inc., receiving performance-based restricted stock awards and having shares withheld to satisfy tax obligations. Codes A and F indicate equity compensation mechanics, not discretionary trades.

Dispositions at $337.1200 per share are labeled as payment of tax liability, while new awards are granted at $0.0000, consistent with stock-based compensation. There is no indication of open-market buying or selling activity in the reported common stock transactions.

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

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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 GA 30305

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CORPAY, INC. [ CPAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GroupPresident Brazil&USVehPmt

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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

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

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

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(1)	02/14/2026		F		513	D	$337.12	31,506	D
Common Stock(1)	02/14/2026		F		226	D	$337.12	31,280	D
Common Stock(2)	02/14/2026		A		1,049	A	$0	32,329	D
Common Stock(1)	02/14/2026		F		467	D	$337.12	31,862	D
Common Stock(3)	02/14/2026		A		1,666	A	$0	33,528	D
Common Stock(1)	02/14/2026		F		247	D	$337.12	33,281	D
Common Stock(2)	02/14/2026		A		1,021	A	$0	34,302	D
Common Stock(1)	02/14/2026		F		454	D	$337.12	33,848	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

Explanation of Responses:

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

2. Vesting of performance-based restricted stock

3. Performance-based restricted stock award that vested 1/3 on February 14, 2026 and will vest 1/3 on each of February 14, 2027 and February 14, 2028, respectively, subject to the Reporting Person's continued employment on the applicable vesting dates.

	/s/ Crystal Williams, under a power of attorney	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Corpay (CPAY) report for Armando Lins Netto?

Corpay reported that Armando Lins Netto received performance-based restricted stock awards and had shares withheld to cover tax liabilities. All transactions involved common stock on February 14, 2026, and were related to equity compensation rather than open-market trading.

Did the Corpay (CPAY) executive sell shares in the open market?

The filing does not show open-market sales. Dispositions are coded F as tax-withholding transactions, meaning shares were withheld at $337.1200 per share to satisfy tax liabilities tied to vesting, rather than sold at the executive’s discretion in the market.

What do the A and F transaction codes mean in the Corpay (CPAY) Form 4?

Code A indicates a grant, award, or other acquisition of common stock, including performance-based restricted stock. Code F reflects payment of tax liability by withholding securities upon vesting, using shares instead of cash to satisfy tax obligations on the equity award.

How were taxes handled on the Corpay (CPAY) executive’s stock vesting?

Taxes were handled through share withholding. The filing states shares were withheld at $337.1200 per share to pay tax liabilities incident to vesting of performance-based restricted stock issued under Rule 16b-3, avoiding a separate cash outlay by the executive.

What type of stock awards did Corpay (CPAY) grant to Armando Lins Netto?

Corpay granted performance-based restricted stock to Armando Lins Netto. Footnotes describe awards that vest one-third on February 14, 2026 and will vest one-third on each of February 14, 2027 and February 14, 2028, subject to his continued employment on those vesting dates.