CPAY: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 22, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Corpay, Inc. (the “Company”) approved special grants of performance-based restricted stock units (“PSUs”) under the Company’s Amended and Restated 2010 Equity Compensation Plan (the “Plan”) to Messrs. Ronald F. Clarke and Armando L. Netto, effective on July 22, 2026 (the “Grant Date”). The PSUs will be earned and become vested based on the Company’s stock price performance and certain employment conditions. The PSUs are intended to further align the compensation interests of Messrs. Clarke and Netto with the Company stock price performance interests of the Company’s shareholders, and to help retain the services of Messrs. Clarke and Netto during the period of time covered by the PSUs. Messrs. Clarke and Netto were granted 300,000 and 28,213 PSUs, respectively. The PSUs have a performance period (“Performance Period”) running from the Grant Date through August 31, 2028. The PSUs are subject to the achievement of stock price hurdles as follows: 100,000 of Mr. Clarke’s PSUs and 9,405 of Mr. Netto’s PSUs will be earned if the closing price of the Company’s common stock equals or exceeds $425.00 on five separate trading days during the Performance Period, an additional 100,000 of Mr. Clarke’s PSUs and an additional 9,404 of Mr. Netto’s PSUs will be earned if the closing price of the Company’s common stock equals or exceeds $450.00 on five separate trading days during the Performance Period, and the remaining 100,000 of Mr. Clarke’s PSUs and the remaining 9,404 of Mr. Netto’s PSUs will be earned if the closing price o