Sec Form 4 Filing - Clarke Ronald @ CORPAY, INC. - 2024-10-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Clarke Ronald 2. Issuer Name and Ticker or Trading Symbol CORPAY, INC. [ CPAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & Chairman of BOD (Last) (First) (Middle) 3280 PEACHTREE RD NE, SUITE 2400 3. Date of Earliest Transaction (MM/DD/YY) 10/23/2024 (Street) ATLANTA, GA30305 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 11/12/2024 M 220,000 A $ 149.68 2,258,632 D Common Stock ( 1 ) 11/12/2024 F 147,020 D $ 374.48 2,111,612 D Common Stock ( 2 ) 11/12/2024 M 550,000 A $ 261.27 2,661,612 D Common Stock ( 1 ) 11/12/2024 F 458,118 D $ 374.48 2,203,494 D Common Stock 11/13/2024 M 75,000 A $ 114.9 2,278,494 D Common Stock ( 1 ) 11/13/2024 F 46,398 D $ 370.77 2,232,096 D Common Stock 2,232,096 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options Holding ( 2 ) $ 261.27 10/23/2024 D 300,000 ( 2 ) 12/31/2024 Common Stock 850,000 $ 261.27 550,000 D Stock Options Holding ( 2 ) $ 261.27 11/12/2024 M 550,000 ( 2 ) 12/31/2024 Common Stock 850,000 $ 261.27 0 D Stock Options Holding $ 149.68 11/12/2024 M 220,000 12/04/2015 12/04/2024 Common Stock 850,000 $ 149.68 0 D Stock Options Holding $ 114.9 11/13/2024 M 75,000 01/20/2017 01/20/2026 Common Stock 425,000 $ 114.9 250,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clarke Ronald 3280 PEACHTREE RD NE SUITE 2400 ATLANTA, GA30305 X CEO & Chairman of BOD Signatures /s/ Crystal Williams, under a power of attorney 11/14/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Payment of tax liability and exercise price by withholding securities incident to the exercise of a security issued in accordance with Rule 16b-3 ( 2 )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.

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).

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