STOCK TITAN

Corpay (CPAY) exec amends performance share vesting and tax withholding

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

Rhea-AI Filing Summary

Corpay, Inc. Group President International Vehicle Payments Alan King reported an amended stock award and related tax withholding. He received 683 shares of common stock as performance-based restricted stock vesting, and 250 shares were withheld at $337.12 per share to cover tax obligations.

After these adjustments, the filing shows 23,356 shares held directly, with a footnote indicating an updated figure of 24,537 shares inclusive of other disclosed activity. The disposition is strictly for tax payment and does not reflect an open-market sale.

Positive

  • None.

Negative

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Insider King Alan
Role GroupPresident IntlVehiclePmts
Type Security Shares Price Value
Grant/Award Common Stock 683 $0.00 --
Tax Withholding Common Stock 250 $337.12 $84K
Holdings After Transaction: Common Stock — 23,606 shares (Direct)
Footnotes (1)
  1. To amend the vesting of performance-based restricted stock from 623 to 683 To amend the number of securities from 228 to 250 withheld for payment of tax liability incident to the vesting of a security issued in accordance with Rule 16b-3 Updated figure inclusive of disclosure reported on February 26, 2026 is 24,537
Performance-based restricted stock vested 683 shares Grant/award acquisition of common stock on February 14, 2026
Shares withheld for taxes 250 shares Tax-withholding disposition on February 14, 2026
Tax withholding price $337.12 per share Price used for 250-share tax withholding transaction
Direct shares after F transaction 23,356 shares Total shares following tax-withholding disposition entry
Updated ownership including later disclosure 24,537 shares Footnote updated figure inclusive of disclosure reported February 26, 2026
Tax-withholding shares summary 250 shares TaxWithholdingShares in transaction summary
performance-based restricted stock financial
"To amend the vesting of performance-based restricted stock from 623 to 683"
Shares granted to employees or executives that are held back and only become actual, tradable stock if the company meets predefined performance targets; until those goals are met the shares cannot be sold. Think of it like a bonus held in escrow that’s released only when specific results are achieved — investors watch these awards because they tie management pay to company outcomes, can dilute existing shareholders when released, and signal how confident or incentivized insiders are to meet growth or profitability goals.
Rule 16b-3 regulatory
"tax liability incident to the vesting of a security issued in accordance with Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
Form 4/A regulatory
"content_type": "filing", "form_type": "4/A""
Form 4/A is an amended filing that corrects or updates an earlier Form 4, the mandatory report that insiders (like company executives, directors, or large shareholders) must file when their ownership stakes change. Think of it as an edited receipt showing who bought or sold stock and when; investors use it to track insider confidence, detect potential conflicts, and spot trading patterns that might signal future company prospects.
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*
King Alan

(Last)(First)(Middle)
3280 PEACHTREE RD NE
UNIT 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 IntlVehiclePmts
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026
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)
02/18/2026
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
Common Stock(1)02/14/2026A683A$023,606D
Common Stock(2)02/14/2026F250D$337.1223,356(3)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. To amend the vesting of performance-based restricted stock from 623 to 683
2. To amend the number of securities from 228 to 250 withheld for payment of tax liability incident to the vesting of a security issued in accordance with Rule 16b-3
3. Updated figure inclusive of disclosure reported on February 26, 2026 is 24,537
/s/ Crystal Williams, under a power of attorney04/01/2026
** 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)

FAQ

What did Corpay (CPAY) executive Alan King report in this amended Form 4?

Alan King reported an amended stock award and related tax withholding. The filing shows 683 performance-based restricted shares vesting and 250 shares withheld to cover tax liabilities, updating his reported direct ownership figures accordingly.

How many Corpay (CPAY) shares did Alan King acquire in this filing?

Alan King acquired 683 shares of Corpay common stock. These shares reflect vesting of performance-based restricted stock, recorded at a price of $0.00 per share as a compensation-related grant rather than an open-market purchase.

Why were 250 Corpay (CPAY) shares disposed of in Alan King’s Form 4/A?

250 shares were withheld to satisfy tax liabilities on the vesting shares. The transaction uses code F, meaning delivery of securities to pay taxes, not an open-market sale, at a stated price of $337.12 per share.

What is Alan King’s Corpay (CPAY) shareholding after these transactions?

The table shows 23,356 shares directly owned after the tax withholding. A footnote further notes an updated figure of 24,537 shares when including additional disclosure reported on February 26, 2026.

Is Alan King’s Corpay (CPAY) share disposition a market sale?

No, the disposition is for tax withholding, not a market sale. The F-coded transaction reflects 250 shares delivered to cover tax liability related to vesting stock awarded under Rule 16b-3, rather than a discretionary sale on the open market.

What does the amendment in Alan King’s Corpay (CPAY) Form 4 change?

The amendment updates the number of vested and withheld shares. Footnotes revise performance-based restricted stock from 623 to 683 shares and tax-withheld shares from 228 to 250, and provide an updated ownership figure of 24,537 shares.