Corpay (CPAY) CEO Ronald Clarke Exercises Options and Sells Shares

What Happened

• Ronald Clarke, CEO and Chairman of Corpay, exercised options for 450,000 shares on Aug 21, 2026 at an exercise price of $150.74 (total exercise cost ≈ $67.83M). To cover taxes/exercise obligations, 290,043 of the newly issued shares were withheld (reported as a disposition) valued at ≈ $120.99M. In addition, Clarke sold 213,860 shares in open-market trades on Aug 24–25, 2026 for aggregate proceeds of ≈ $88.51M. Overall, the filing shows substantial option exercise followed by both withholding and multiple market sales; sales are generally considered routine disposition activity rather than a bullish purchase.

Key Details

• Transaction dates: primary activity occurred Aug 21–25, 2026; Form 4 filed Aug 25, 2026 (timely).
• Exercise: 450,000 shares exercised (M) at $150.74 → $67,833,000 paid.
• Withholding (F): 290,043 shares withheld to satisfy tax/exercise obligations at an average reported price $417.13 → $120,985,637.
• Open-market sales (S): 213,860 shares sold across Aug 24–25 at prices in the $409–419 range; total proceeds ≈ $88,514,436.
• Combined dispositions value (withheld + open-market sales): ≈ $209.5M.
• Footnotes: F1 confirms shares were withheld to pay tax liability and/or exercise price under Rule 16b-3. Footnotes F10–F14 and F2–F9 explain weighted-average pricing and price ranges for grouped same-day sales; the filer offers to provide price-by-price detail on request.
• Shares owned after the transactions are not specified in the summary data provided in your prompt.

Context

• This was an option exercise followed by a cashless-style outcome: shares were withheld to cover taxes/exercise costs and additional shares were sold in the open market. That pattern (exercise + withholding + sales) is common for executives monetizing option exercises and covering tax obligations.
• Transaction codes: M = option exercise, F = tax/exercise withholding, S = open-market sale.
• The filing appears timely (filed within required business-day window). No 10b5-1 plan or gift notation is indicated in the provided footnotes.