Clarke Ronald 4

What Happened

• Ronald Clarke, Corpay’s CEO and Chairman, had 6,630 performance-based restricted shares vest on Feb 14, 2026 (grant/award, code A). To cover the tax liability, 9,088 shares were withheld/disposed (three withholding entries) at $337.12 per share, totaling $3,063,746. The net result was a reduction of 2,458 shares (value ≈ $828,641 at $337.12).
• The disposals are tax-withholding actions (code F), not open-market sales for cash.

Key Details

• Transaction date: 2026-02-14; Form 4 filed: 2026-02-18.
• Vesting/acquisition: 6,630 shares @ $0.00 (performance-based restricted stock).
• Withheld/disposed to cover taxes: 2,920 shares ($984,390), 3,215 shares ($1,083,841), 2,953 shares ($995,515); total withheld = 9,088 shares for $3,063,746.
• Net share change from these entries: −2,458 shares (≈ $828,641 at $337.12).
• Footnotes: F1 = payment of tax liability by withholding securities; F2 = vesting of performance-based restricted stock.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Filing timeliness: filed Feb 18 for Feb 14 transactions; Form 4s are generally due within two business days, so this filing appears timely.

Context

• This was a vesting event with shares withheld for taxes (a common, administratively driven action). It is not an open-market sell driven by a trading decision, nor an exercised option for immediate sale. Such withholding reduces the insider’s net holdings but does not necessarily indicate a change in sentiment.