Two executives received equity grants whose value depends entirely on where the stock price goes from here. That type of award is called a performance-based restricted stock unit, or PSU. It pays out only when specified price thresholds are met and carries no guaranteed value. Corpay's Compensation Committee approved the grants on July 22, 2026, giving Ronald F. Clarke 300,000 PSUs and Armando L. Netto 28,213, for a combined 328,213 units.

Three thresholds, one deadline

The grant for each executive splits into equal thirds by price target. For Clarke, 100,000 PSUs are earnable if the stock closes at or above $425.00 on five separate trading days during the performance period. Another 100,000 require a close at or above $450.00. The final 100,000 need $475.00 under the same five-day condition.

Netto's grant follows the same structure: 9,405 PSUs tied to the $425.00 level, 9,404 to $450.00, and 9,404 to $475.00. The performance period runs from the July 22, 2026 grant date through August 31, 2028. Each price threshold requires five separate trading-day closes, which means a brief one-day spike does not trigger any tranche.

Earned is not the same as vested

Hitting a price hurdle earns the PSUs. It does not automatically deliver them. Vesting is also subject to employment conditions and to the terms of Corpay's Amended and Restated 2010 Equity Compensation Plan, along with each executive's individual award agreement.

The company's stated rationale, as set out in the 8-K, is to align Clarke's and Netto's compensation with the interests of Corpay shareholders and to retain both executives through the period the grants cover.

What the filing confirms

The 8-K was filed with the Securities and Exchange Commission and signed by Peter Walker, Corpay's Chief Financial Officer, on July 24, 2026. The filing names Clarke and Netto as the recipients but does not identify Netto's title. Corpay is incorporated in Delaware and trades on the New York Stock Exchange under the ticker CPAY, with principal offices at 3280 Peachtree Road in Atlanta, Georgia.

The filing records what was agreed to on July 22. Whether any of the three price targets are reached by August 31, 2028 is a different matter.