Item 3. LEGAL PROCEEDINGS

In the ordinary course of business, Corpay, Inc. and its subsidiaries (the Company) is involved in various pending or threatened

legal actions, arbitration proceedings, claims, subpoenas and matters relating to compliance with laws and regulations

(collectively, "legal proceedings"). Based on our current knowledge, management presently does not believe that the liabilities

arising from these legal proceedings will have a material adverse effect on our consolidated financial condition, results of

operations or cash flows. However, it is possible that the ultimate resolution of these legal proceedings could have a material

adverse effect on our results of operations and financial condition for any particular period.

Derivative Lawsuits

On July 10, 2017, a shareholder derivative complaint was filed against the Company and certain of the Company’s directors

and officers in the United States District Court for the Northern District of Georgia ("Federal Derivative Action") seeking

recovery from the Company. The District Court dismissed the Federal Derivative Action on October 21, 2020, and the United

States Court of Appeals for the Eleventh Circuit affirmed the dismissal on July 27, 2022, ending the lawsuit. A similar

derivative lawsuit that had been filed on January 9, 2019 in the Superior Court of Gwinnett County, Georgia (“State Derivative

Action”) was likewise dismissed on October 31, 2022.

On January 20, 2023, the previous State Derivative Action plaintiffs filed a new derivative lawsuit in the Superior Court of

Gwinnett County, Georgia. The new lawsuit, City of Aventura Police Officers’ Retirement Fund, derivatively on behalf of

Fleetcor Technologies, Inc. v. Ronald F. Clarke and Eric R. Dey, alleges that the defendants breached their fiduciary duties by

causing or permitting the Company to engage in unfair or deceptive marketing and billing practices, making false and

misleading public statements concerning the Company’s fee charges and financial and business prospects and making improper

sales of stock. The complaint seeks approximately $118 million in monetary damages on behalf of the Company, including

contribution by defendants as joint tortfeasors with the Company in unfair and deceptive practices and disgorgement of

incentive pay and stock compensation. On January 24, 2023, the previous Federal Derivative Action plaintiffs filed a similar

new derivative lawsuit, Jerrell Whitten, derivatively on behalf of Fleetcor Technologies, Inc. v. Ronald F. Clarke and Eric R.

Dey, against Mr. Clarke and Mr. Dey in Gwinnett County, Georgia. The defendants dispute the allegations in the derivative

complaints and intend to vigorously defend against the claims. On May 1, 2024, both pending derivative cases were transferred

to the Fulton County Metro Atlanta Business Case Division and consolidated as In re Corpay, Inc. Shareholder Derivative

Litigation, CAFN 2023CV383303 (consolidated with CAFN 2023CV381421).

On July 10, 2024, the defendants filed a motion to dismiss the consolidated lawsuit. The defendants dispute the allegations in

the consolidated derivative action and intend to vigorously defend against the claims.

FTC Matter

In October 2017, the Federal Trade Commission (FTC) issued a Notice of Civil Investigative Demand to the Company for the

production of documentation and a request for responses to written interrogatories. After discussions with the Company, the

FTC proposed in October 2019 to resolve potential claims relating to the Company’s advertising and marketing practices,

principally in its U.S. direct fuel card business within its North American Fuel Card business. The parties reached impasse

primarily related to what the Company believes are unreasonable demands for redress made by the FTC. On December 20,

2019, the FTC filed a lawsuit in the Northern District of Georgia against the Company and Ron Clarke. See FTC v. FleetCor

and Ronald F. Clarke, No. 19-cv-05727 (N.D. Ga.). The complaint alleges the Company and Ron Clarke violated the FTC Act’s

prohibitions on unfair and deceptive acts and practices. The complaint seeks among other things injunctive relief, consumer

redress and costs of suit. The Company continues to believe that the FTC’s claims are without merit and these matters are not

and will not be material to the Company’s financial performance. On April 17, 2021, the FTC filed a motion for summary

judgment. On April 22, 2021, the United States Supreme Court held unanimously in AMG Capital Management v. FTC that the

FTC does not have authority under current law to seek monetary redress by means of Section 13(b) of the FTC Act, which is

the means by which the FTC has sought such redress in this case. The Company cross-moved for summary judgment regarding

the FTC’s ability to seek monetary or injunctive relief on May 17, 2021. On August 13, 2021, the FTC filed a motion to stay or

to voluntarily dismiss without prejudice the case pending in the Northern District of Georgia in favor of a parallel

administrative action under Section 5 of the FTC Act that it filed on August 11, 2021 in the FTC’s administrative process.

Apart from the jurisdiction and statutory change, the FTC’s administrative complaint makes the same factual allegations as the

FTC’s original complaint filed in December 2019. The FTC’s administrative action was stayed pending resolution of the case in

federal court. On August 9, 2022, the District Court for the Northern District of Georgia granted the FTC's motion for summary

judgment as to liability for the Company and Ron Clarke, but granted the Company's motion for summary judgment as to the

FTC's claim for monetary relief as to both the Company and Ron Clarke.

On June 8, 2023, the Court issued an Order for Permanent Injunction and Other Relief. The Company filed its notice of appeal

to the United States Court of Appeals for the Eleventh Circuit on August 3, 2023. On August 17, 2023, the FTC Commission

ordered that the stay of the parallel Section 5 administration action will remain in place during the pendency of the Eleventh

Circuit appeal. Oral argument in the Eleventh Circuit appeal was held on January 21, 2025. The Company has incurred and

continues to incur legal and other fees related to this FTC complaint. Any settlement of this matter, or defense against the

lawsuit, could involve costs to the Company, including legal fees, redress, penalties and remediation expenses.

Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an

extensive degree of judgment, particularly where, as here, the matters involve indeterminate claims for monetary damages and

are in the stages of the proceedings where key factual and legal issues have not been resolved. For these reasons, the Company

is currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible

losses resulting from, the matters described above.