Ronald Clarke - Oct 23, 2024 Form 4 Insider Report for CORPAY, INC. (CPAY)

Role: CEO & Chairman of BOD, Director
Signature: /s/ Crystal Williams, under a power of attorney
Stock symbol: CPAY
Transactions as of: Oct 23, 2024
Transactions value $: -$322,196,065
Form type: 4
Date filed: 11/14/2024, 05:05 PM
Previous filing: Sep 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CPAY	Common Stock	Options Exercise	$32.9M	+220K	+10.79%	$149.68	2.26M	Nov 12, 2024	Direct
transaction	CPAY	Common Stock	Tax liability	-$55.1M	-147K	-6.51%	$374.48	2.11M	Nov 12, 2024	Direct	F1
transaction	CPAY	Common Stock	Options Exercise	$144M	+550K	+26.05%	$261.27	2.66M	Nov 12, 2024	Direct	F2
transaction	CPAY	Common Stock	Tax liability	-$172M	-458K	-17.21%	$374.48	2.2M	Nov 12, 2024	Direct	F1
transaction	CPAY	Common Stock	Options Exercise	$8.62M	+75K	+3.4%	$114.90	2.28M	Nov 13, 2024	Direct
transaction	CPAY	Common Stock	Tax liability	-$17.2M	-46.4K	-2.04%	$370.77	2.23M	Nov 13, 2024	Direct	F1
holding	CPAY	Common Stock						2.23M	Oct 23, 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CPAY	Stock Options Holding	Disposed to Issuer	-$78.4M	-300K	-35.29%	$261.27	550K	Oct 23, 2024	Common Stock	850K	$261.27	Direct	F2
transaction	CPAY	Stock Options Holding	Options Exercise	-$144M	-550K	-100%	$261.27	0	Nov 12, 2024	Common Stock	850K	$261.27	Direct	F2
transaction	CPAY	Stock Options Holding	Options Exercise	-$32.9M	-220K	-100%	$149.68	0	Nov 12, 2024	Common Stock	850K	$149.68	Direct
transaction	CPAY	Stock Options Holding	Options Exercise	-$8.62M	-75K	-23.08%	$114.90	250K	Nov 13, 2024	Common Stock	425K	$114.90	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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
F2	In 2021, the Reporting Person was granted performance stock options to purchase 850,000 shares of Issuer common stock with an exercise price of $261.27. The performance options would vest only if Issuer achieved specific stock price hurdles for ten consecutive trading days not later than December 31, 2024. The stock price hurdle for 550,000 shares subject to the award was $350, and the stock price hurdle for the remainder of the award was $400. On October 23, 2024, the Issuer agreed to cancel 300,000 stock options under the second tranche and modify the criterion for 550,000 shares under the first tranche of the performance option award to require that the Issuer achieve a closing stock price at or above $350 for at least 3 trading days by December 31, 2024. This criterion for 550,000 performance shares was achieved as of 10/23/2024.

Content

Payment of tax liability and exercise price by withholding securities incident to the exercise of a security issued in accordance with Rule 16b-3

In 2021, the Reporting Person was granted performance stock options to purchase 850,000 shares of Issuer common stock with an exercise price of $261.27. The performance options would vest only if Issuer achieved specific stock price hurdles for ten consecutive trading days not later than December 31, 2024. The stock price hurdle for 550,000 shares subject to the award was $350, and the stock price hurdle for the remainder of the award was $400. On October 23, 2024, the Issuer agreed to cancel 300,000 stock options under the second tranche and modify the criterion for 550,000 shares under the first tranche of the performance option award to require that the Issuer achieve a closing stock price at or above $350 for at least 3 trading days by December 31, 2024. This criterion for 550,000 performance shares was achieved as of 10/23/2024.