CORPAY, INC. 4

Ronald Clarke, CEO & Chairman of CORPAY, INC., was granted 300,000 performance-based RSUs tied to future stock price hurdles.

On July 22, 2026, Ronald Clarke, CEO and Chairman of the Board of CORPAY, INC., received three separate grants of 100,000 performance-based restricted stock units (PSUs) each, for a total of 300,000 PSUs, all at a deemed acquisition price of $0 per unit. Each PSU represents a contingent right to receive one share of CPAY common stock upon achievement of specified stock price hurdles and other vesting conditions. The three tranches are conditioned on CPAY’s closing stock price meeting or exceeding $425, $450, and $475, respectively, on five separate trading days before August 31, 2028, and vesting remains subject to the terms of the company’s equity compensation plan and award agreements. Based on the current stock price of approximately $370 per share, the face value of the total PSU grant, if ultimately earned, would be about $111 million, marking a very large, performance-oriented equity award rather than an open-market purchase or sale.

Filing Facts

CIK

1175454

Ticker

CPAY

Form

4

Source Type

sec

Accession

0001193125-26-316226

Alert Tier

7