Corpay 10-K 2025-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the Fiscal Ye****ar Ended December 31, 2025

OR

For the Transition Period From to

Commission File Number 001-35004

Corpay, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (770) 449-0479

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to

file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period

that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”

“smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to

Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the

registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-

based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to

§240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately

$22,608,739,528 as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter,

based on the closing sale price as reported on the New York Stock Exchange.

As of February 17, 2026, there were 68,050,296 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement to be delivered to shareholders in connection with the 2026 Annual

Meeting of Shareholders are incorporated by reference into Part III of this report where indicated. The registrant's definitive

Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal

year to which this report relates.

Corpay, INC.

FORM 10-K

For The Year Ended December 31, 2025

INDEX

Note About Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws.

Statements that are not historical facts, including statements about Corpay’s beliefs, assumptions, expectations and future

performance, are forward-looking statements. Forward-looking statements can be identified by the use of words such as

“anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project,” “expect,” “may,” “will,” “would,” “could” or “should,”

the negative of these terms or other comparable terminology and similar expressions.

These forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such

statements. We have based these forward-looking statements on preliminary information, internal estimates and management's

assumptions, expectations and plans about future conditions, events and results. Forward-looking statements are subject to

many uncertainties and other variable circumstances, including those discussed in this report in Item 1A, “Risk Factors,” and

Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” many of which are outside

of our control, that could cause our actual results and experience to differ materially from any forward-looking statement.

These forward-looking statements may not be realized due to a variety of factors, including, without limitation:

• risks related to our ability to successfully execute our strategic plan, manage our growth and achieve our performance

targets;

• the impact of macroeconomic conditions, including any recession or economic downturn that has occurred or may occur in

the future, and whether expected trends, including fluctuations in retail fuel prices and fuel price spreads, fuel transaction

patterns, electric vehicle adoption, retail lodging prices, foreign exchange rates and interest rates develop as anticipated,

and whether we are able to develop and implement successful strategies in light of these trends;

• our ability to attract new and retain existing partners, fuel merchants, and lodging providers, their promotion and support of

our products, and their financial performance;

• our ability to successfully manage the derivative financial instruments that we use in our cross-border solutions to manage

our exposure to various market risks, including changes in foreign exchange rates;

• the failure of management assumptions and estimates, as well as differences in, and changes to, economic, market, interest

rate, interchange fees, foreign exchange rates, and credit conditions, including changes in borrowers’ credit risks and

payment behaviors;

• the risk of higher borrowing costs and adverse financial market conditions impacting our funding and liquidity, and any

reduction in our credit ratings;

• our ability to successfully manage our credit risks and the sufficiency of our allowance for expected credit losses;

• our ability to securitize our trade receivables;

• the occurrence of fraudulent activity, data breaches or failures of information security controls, or other technology or

cybersecurity-related incidents that may compromise our systems or customers’ information;

• any disruptions in the operations of our computer systems and data centers;

• the operational and political risks and compliance and regulatory risks and costs associated with international operations;

• the impact of international conflicts, including between Russia and Ukraine, as well as within the Middle East, on the

global economy or our business and operations;

• the impact of changes in global tariff and trade policies and potential retaliatory actions by affected countries;

• our ability to develop and implement new technology, products and services;

• any alleged infringement of intellectual property rights of others and our ability to protect our intellectual property;

• the regulation, supervision and examination of our business by foreign and domestic governmental authorities, as well as

litigation and regulatory actions, including the lawsuit filed by the Federal Trade Commission (FTC);

• the impact of regulations and related requirements relating to privacy, information security and data protection; derivative

and hedging activities; use of third-party vendors and other third-party business relationships; and failure to comply with

anti-money laundering (AML) and anti-terrorism financing laws;

• changes in our senior management team and our ability to attract, motivate and retain qualified personnel consistent with

our strategic plan;

• tax legislation initiatives or challenges to our tax positions and/or interpretations, and state sales tax rules and regulations;

• the risks of mergers, acquisitions and divestitures, such as our recent acquisition of a partnership interest in AvidXchange

and the acquisition of Alpha, including, without limitation, the related time and costs of implementing such transactions,

integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or

expense savings from such transactions;

• our ability to remediate material weaknesses and the ongoing effectiveness of internal control over financial reporting; and

• the other factors and information in this Annual Report on Form 10-K and other filings that we make with the SEC under

the Exchange Act and Securities Act. See “Risk Factors” in this Annual Report on Form 10-K.

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. The

forward-looking statements included in this report are made only as of the date hereof. We do not undertake, and specifically

disclaim, any obligation to update any such statements or to publicly announce the results of any revisions to any of such

statements to reflect future events or developments.

PART I

Introduction

Corpay, Inc. (the "Company") is a global corporate payments company that helps businesses and consumers better manage and

pay their expenses in a simple, controlled manner. Corpay provides a broad suite of payment and spend management solutions,

including accounts payable (AP) automation and cross-border payment solutions (including foreign exchange spot, forward and

option transactions), commercial card programs (e.g., purchasing cards, business cards and virtual cards), vehicle payment

solutions (e.g., fuel cards, toll payments and related services) and lodging payment solutions (e.g., hotel and extended stay

bookings). Since its incorporation in 2000, Corpay has delivered payment and spend solutions with customized controls and

robust capabilities that offer our customers a better way to pay. This results in our customers saving time and ultimately

spending less. Corpay has been a member of the S&P 500 since 2018 and trades on the New York Stock Exchange ("NYSE")

under the ticker CPAY.

We estimate that businesses spend approximately $145 trillion annually in transactions with other businesses. In many

instances, businesses lack the proper tools to monitor what is being purchased and employ manual, paper-based, disparate

processes and methods to both approve and make payments for their business-to-business purchases. This often results in

wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation

errors, inaccurate reimbursement processing, account reconciliation errors, employee misuse and more.

Digital payments are faster and more secure than paper-based methods such as checks, provide timely and detailed data that can

be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting and eliminate

reimbursement mistakes. Combining this payment data with analytical tools delivers powerful insights, which managers can use

to better run their businesses.

Corpay’s vision is that every payment is digital, every purchase is controlled and every related decision is informed. Our wide

range of modern, digitized solutions provide control, reporting and automation benefits superior to many of the payment

methods businesses often use such as cash, paper checks, general purpose credit cards, as well as employee payment processes.

In addition to delivering meaningful value to our customers, our solutions also share several important and attractive business

model characteristics including:

• the majority of revenue is derived from business customers, which tend to have relatively predictable, consistent

volumes;

• recurring revenue models that are volume-driven, resulting in predictable revenue;

• unique selling systems with common sales approaches, management and reporting;

• specialized technology platforms and proprietary payment acceptance networks, which we believe create competitive

advantages and barriers to entry; and

• attractive EBITDA margins and strong cash flow conversion with relatively limited incremental infrastructure

investment requirements.

We actively market and sell to current and prospective customers using a multi-channel, go-to-market strategy, which includes

comprehensive digital channels, direct sales forces and strategic partner relationships. We sell stand-alone products and services

and are currently deploying platforms where a single customer can use multiple products from one user interface. We compete

with financial institutions that provide general purpose commercial card, accounts payable and cross-border payment products,

as well as specialized providers offering more targeted solutions; and also with traditional payment methods such as cash,

checks and manual processes. We supplement our organic growth strategy and sales efforts by pursuing attractive acquisition

opportunities, which serve to strengthen and extend our market positions and create value faster. With a long, proven operating

history, Corpay facilitates payments to or on behalf of millions of businesses around the world through multiple modalities.

Corpay has the following reportable segments: Corporate Payments, Vehicle Payments, Lodging Payments and Other. These

segments reflect how we organize and manage our global employee base, manage operating performance and execute on

strategic initiatives. Our Corporate Payments solutions simplify and automate vendor payments and include AP automation,

virtual cards, cross-border payments and purchasing and travel and entertainment ("T&E") card products. Our Vehicle

Payments solutions help control and monitor spending and include fuel card offerings, tolls and other complementary products.

Our Lodging Payments solutions help businesses manage their lodging costs, while simplifying the management of hotels and

housing, both short and longer-term, while also providing traveler and end customer support.

Corporate Payments

Our Corporate Payments solutions help businesses streamline the management, processing and payment of their domestic and

international invoices and make point-of-sale purchases for their employees. Companies can save time, reduce costs and

manage business-to-business (B2B) payment processing more efficiently with our suite of Corporate Payment solutions,

including cross-border payments, spend management solutions, AP automation, virtual cards and purchasing and T&E cards.

Cross-Bord****er Payments – Our cross-border solution is used by our customers to pay international vendors, foreign office and

personnel expenses and for profit repatriation and dividends via foreign current transactions structured with foreign currency

spot trades, forward contracts and option contracts. We may use our own proprietary network, SWIFT international payments

network, and even stablecoins, to move liquidity around the world. We also offer hedging and risk management services to

customers, which helps them manage foreign exchange rate exposures in the course of doing business internationally. This

solution may be sold in conjunction with our AP automation and virtual card solutions.

Trade settlement and payment delivery is facilitated through a global network of correspondent banks, in-country payment

gateways and technology providers, enabling us to send payments to recipients in close to 200 countries and 145 currencies.

Our customers rely on us to deliver personalized service and customer solutions. We offer a proprietary trading and payments

platform that we can "white label" for financial institutions looking to expand their cross-border payment capability, as well as

a suite of API products that enables us to embed our full capability directly within the technology of both customers and

partners. By utilizing transaction monitoring and "watch list" screening systems, we ensure payments are safe, secure and meet

all applicable regulatory requirements.

We also offer multi-currency bank accounts to our corporate and financial institutions customers and alternative bank account

solutions tailored to the alternative investment industry (private equity, real estate, hedge funds) to handle complex, high-

volume, and cross-border transactions. These solutions are designed to give customers the ability to hold and manage funds in

multiple currencies across different countries, with local accounts in different jurisdictions.

Spend Management – Our spend management solution provides customers with a unified platform to control, analyze and

optimize employee-driven spend across the organization. By combining real-time transaction data from virtual cards,

purchasing cards and T&E cards into a single system, Corpay delivers comprehensive visibility into corporate spend by vendor,

category, cost center and geography. This transparency enables finance leaders to identify savings opportunities, reduce

maverick spend, and make more inf

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You should carefully consider the following risks applicable to us. If any of the following risks actually occur, our business,

operating results, financial condition and the trading price of our common stock could be materially adversely affected. The

risks discussed below also include forward-looking statements, and our actual results may differ substantially from those

discussed in these forward-looking statements. See “Note Regarding Forward-Looking Statements” in this report.

Risks related to information technology and security

We are dependent on the efficient and uninterrupted operation of interconnected computer systems, telecommunications,

data centers and call centers, including technology and network systems managed by multiple third parties, which could

result in our inability to prevent disruptions in our services.

Our ability to provide reliable service to customers, cardholders and other network participants depends upon uninterrupted

operation of our data centers and call centers as well as third-party labor and services providers. Incidents affecting these third

parties, including disruptions, system outages, technology failures or vulnerabilities, capacity constraints, insolvency, or other

cybersecurity incidents could disrupt our services and extend recovery times beyond our control. Our business involves

processing large numbers of transactions, the movement of large sums of money and the management of large amounts of data.

We rely on the ability of our employees, contractors, suppliers, systems and processes to complete these transactions in a

secure, uninterrupted and error-free manner.

Our subsidiaries operate in various countries and country-specific factors, such as power availability, telecommunications

carrier redundancy, embargoes and regulations can adversely impact our information processing by, or for, our local

subsidiaries.

We engage backup facilities for each of our processing centers for key systems and data. However, there could be material

delays in fully activating backup facilities depending on the nature of the breakdown, security breach, cyberattack or

catastrophic event (such as fire, explosion, flood, pandemic, natural disaster, power loss, telecommunications failure or physical

break-in). Although, we have controls and documented measures to mitigate these risks, these mitigating controls might not

reduce the duration, scope or severity of an outage in time to avoid adverse effects. Disruptions could result in transaction

delays or failure, financial losses, contractual penalties, regulatory scrutiny and damage to our reputation. In addition, evolving

regulatory frameworks focused on operational resilience and incident reporting may increase our obligations and potential

exposure arising from such events.

We may experience cybersecurity incidents, software defects, system errors, outages and development delays, which could

damage customer relationships, decrease our profitability and expose us to liability.

Our business depends heavily on the reliability, availability and security of proprietary and third-party processing systems and

cloud infrastructure. A system outage could adversely affect our business, financial condition or results of operations, including

by damaging our reputation or exposing us to third-party liability. To successfully operate our business, we must be able to

protect our processing and other systems from interruption, including from events that may be beyond our control. Events that

could cause system interruptions include, but are not limited to, fire, natural disaster, unauthorized entry, power loss,

telecommunications failure, computer viruses, ransomware or other cybersecurity incidents, technology failures, software or

other vulnerabilities, terrorist acts and war. Although we have taken steps to protect against data loss and system failures, there

is still risk that we may lose critical data or experience system failures, and that our controls may not be effective in all

circumstances.

Our solutions are based on sophisticated software and computing systems that are constantly evolving. We often encounter

delays and cost overruns in developing changes implemented to our systems. In addition, the underlying software may contain

undetected errors, viruses or defects. Defects in our software products and errors or delays in our processing of electronic

transactions could result in additional development costs, diversion of technical and other resources from our other

development efforts, loss of credibility with current or potential customers, harm to our reputation or exposure to liability

claims. In addition, we rely on technologies supplied to us by third parties that may also contain undetected errors,

vulnerabilities or defects that could adversely affect our business, financial condition or results of operations. Although we

attempt to limit our potential liability for warranty claims through disclaimers in our software documentation and limitation of

liability provisions in our licenses and other agreements with our customers, we cannot assure that these measures will be

successful in limiting our liability or covering all losses.

We also operate in an evolving regulatory environment for cybersecurity and data privacy. New or expanded disclosure or

notification obligations could increase our compliance costs and exposure to enforcement or litigation following an incident.

We may not be able to adequately protect our systems or the data we collect from continually evolving cybersecurity and

data-protection risks, which could subject us to liability and damage our reputation.

We electronically receive, process, store and transmit data and sensitive information about our customers and merchants,

including bank account information, social security numbers, expense data and credit card, debit card and checking account

numbers. We endeavor to keep this information confidential; however, our websites, networks, information systems, services

and technologies may be targeted for sabotage, disruption or misappropriation. The uninterrupted operation of our information

systems and our ability to maintain the confidentiality of the customer and consumer information that resides on our systems

are critical to the successful operation of our business. Unauthorized access to our networks and computer systems could result

in the theft or publication of confidential information or the deletion or modification of records or could otherwise cause

interruptions in our service and operations.

We are not aware of any recent material breach of our or our associated third parties’ computer systems, although we and others

in our industry are regularly the subject of attempts by bad actors to gain unauthorized access to these computer systems and

data or to obtain, change or destroy confidential data (including personal consumer information of individuals) through a

variety of means.

Because techniques used to sabotage or obtain unauthorized access to our systems and the data we collect change frequently

and may not be recognized until launched against a target, especially considering heightened threats and risks associated with

artificial intelligence and other technologies, we may be unable to anticipate these techniques or to implement adequate

preventative measures. An incident may not be detected until well after it occurs and the severity and potential impact may not

be fully known for a substantial period of time after it has been discovered. Our ability to address incidents may also depend on

the timing and nature of assistance that may be provided from relevant governmental or law enforcement agencies. Threats to

our systems and our associated third parties’ systems can derive from human error, fraud or malice on the part of employees or

third parties, or may result from accident

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We have no unresolved written comments regarding our periodic or current reports from the staff of the SEC.

Risk Management and Strategy

We are subject to cybersecurity incidents and information theft risks in our operations, which we seek to manage through

cybersecurity and information security programs, training and insurance coverage. To strengthen our security and cybersecurity

defenses, we maintain a defensive approach to cybersecurity and information security designed to defend our systems against

misuse, intrusions and cyberattacks and to protect the data we collect. We maintain continuous security monitoring and threat

detection capabilities, including centralized logging and alerting, intended to support the timely identification and triage of

cybersecurity events. Our processes to assess, identify and manage material risks from cybersecurity threats are strategically

integrated into our overall risk management framework, as evidenced by annual risk assessments and required trainings across

business lines and applications. Our information security program maintains procedures and controls for the systems,

applications and our data and data of our third-party providers. We also maintain processes intended to identify, assess and

prioritize vulnerability remediation, including regular scanning of our environment.

We have an established cybersecurity training program which is administered through online learning modules and is required

for all employees at least annually. Such trainings cover topics such as password protection, phishing, the protection of

confidential information and asset security, among others and educate employees on mechanisms in place to report

cybersecurity incidents or suspicions of cybersecurity incidents or threats. Further, we maintain a cybersecurity incident

response plan, which is managed by our Chief Information Security Officer (CISO) and is reviewed and tested annually. The

incident response process is overseen by a security operations and cybersecurity incident response team comprised of members

across the organization, including global management and IT operations and leverages an organizational-wide platform that

allows us to track, manage and resolve information security risks across the organization. We conduct periodic exercises,

including tabletop simulations, to evaluate readiness and drive continuous improvement.

Our information security program is designed to generally align with recommended practices in security standards issued by the

International Organization for Standardization (ISO), American Institute of Certified Public Accountants (AICPA, SSAE18),

National Institute of Standards and Technology Cybersecurity Framework (NIST CSF), Payment Card Industry Data Security

Standard (PCI DSS) and other industry sources. Specifically, we strive to maintain ISO certifications (U.K.), SOC 1 and 2 Type

2 reports and PCI DSS reports on compliance to adhere to industry standard practices.

Our newly acquired businesses operate with independent cybersecurity programs and processes, which may vary in scope and

complexity compared to our overarching cybersecurity framework, until they are fully integrated into our unified system, and

during this integration period we seek to establish baseline security requirements and reporting expectations appropriate to the

risk profile of the acquired business.

As part of our overall risk mitigation strategy, we also maintain cybersecurity insurance coverage; however, such insurance may

not be sufficient in type or amount to cover us against claims related to security breaches, cyberattacks and other cybersecurity

incidents.

We have not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have

materially affected or are reasonably likely to materially affect our business strategy, results of our operations, or financial

condition. However, we have been the target of cyber-attacks and expect them to continue as cybersecurity threats have been

rapidly evolving in sophistication and becoming more prevalent in the industry. We cannot eliminate all risks from

cybersecurity threats or provide assurances that we have not experienced an undetected cybersecurity incident in the past or that

we will not experience such an incident in the future. For more information on the risks from cybersecurity threats and incidents

that we face, refer to Part I, “Item 1A. Risk Factors.”

Use of Third Parties

To regularly assess whether our cybersecurity strategies and processes remain appropriate to prevent, investigate and address

cybersecurity-related issues, we engage with information security and forensics firms with specialized industry knowledge. Our

collaboration with these third parties includes the administration of third-party security questionnaires, risk assessments and

testing and consultation on security enhancements to attempt to mitigate threats. We also collaborate with third parties,

regulators and law enforcement, when appropriate, to resolve security incidents and assist in efforts to prevent unauthorized

access to our processing systems.

In order to oversee and identify risks from cybersecurity threats and incidents associated with our use of third-party service

providers, we maintain a risk management program designed to help protect against the misuse of information technology. In

addition to risk assessments and questionnaires obtained upon selection of a new service provider, we also perform annual

third-party risk assessments to ensure these service providers continue to meet contractual obligations for cybersecurity,

regulatory and industry requirements. We generally seek to include appropriate information security requirements in

agreements with certain third-party service providers, including, where appropriate based on risk, incident notification

obligations and rights to assess or validate the provider’s security controls.

Governance

Board of Directors Oversight

The Information Technology and Security Committee (ITSC) is responsible for providing oversight and leadership for our

information technology security and cybersecurity planning processes, policies and objectives. The ITSC is composed of board

members with both industry knowledge as well as expertise in technology and security, finance and risk management. The

primary purpose of the committee is to review, assess and make recommendations regarding the long-term strategy for global

information security and the evolution of our technology in a competitive environment. The ITSC receives cybersecurity

updates in connection with its regularly scheduled meetings and more frequent briefings as needed regarding significant

developments, including notable incidents and the status of key risk management initiatives.

To accomplish this purpose, the information technology and security committee has four primary responsibilities:

• to understand the security controls and assessments conducted on major card platforms and concur that such controls

are comparable to industry best practices and standards as appropriate;

• to assess technology modernization plans and processing platform strategies to validate proper investment in multi-

year initiatives that maintain effective and efficient use of Company resources;

• to review progress on significant IT projects against milestones and quality indicators and evaluate actions intended to

drive quality and timeliness; and

• to evaluate the prioritization of strategies for intellectual property protection.

Management's Role

The Board and the information technology and security committee directed the formation of a cross-functional cybersecurity

council and receive regular cybersecurity reports from the Company's Chief Information Officer (CIO) and the CISO, among

others. These reports include updates on our cybersecurity strategy and execution of its processes, including updates on

procedures to prepare for, prevent, detect, respond to and recover from (as applicable) cybersecurity incidents. Such updates

also include updates on our continued compliance with regulatory requirements. Our information security and risk management

program is periodically evaluated by third-party specialists, and the results of those reviews are reported to the Board.

Our CISO, who reports directly to our CIO, has served in various roles in information technology and information security for

over 20 years, with experience in technology risk management, cybersecurity, compliance, network engineering, information

systems and business resiliency. He is a Certified Information Systems Security Professional and Certified Information Systems

Auditor.

Our CISO manages our information security and oversees our data security personnel and our incident response and business

continuity management programs to assess and manage the cybersecurity element of our risk management program, including

policies, cybersecurity training, security operations and engineering, cybersecurity threat detection and incident response. Our

CISO informs and updates the Board about any information security incidents that may pose a significant risk to us.

Our corporate headquarters are located in Atlanta, Georgia where we lease approximately 46,500 square feet of office space. In

addition to our corporate headquarters, we have major operations located in Brentwood, Tennessee; Covington, Louisiana;

Louisville, Kentucky; Lexington, Kentucky; and Peachtree Corners, Georgia. Our largest offices internationally are located in

São Paulo, Brazil; London, United Kingdom; Prague, Czech Republic; Mexico City, Mexico and Toronto, Canada. We lease all

of the real property used in our business, except for a portion of our headquarters in Mexico City, which we own.

ITEM 3. LEGAL PROCEEDINGS

In the ordinary course of business, Corpay, Inc. and its subsidiaries (collectively, 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.

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 believed were 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 Technologies, Inc., No. 19-cv-05727 (N.D. Ga.). The complaint alleged the Company and Ron Clarke violated

the FTC Act’s prohibitions on unfair and deceptive acts and practices. The complaint sought among other things injunctive

relief, consumer redress and costs of suit. 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 made 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. On January 6, 2026, the Eleventh Circuit affirmed the judgment against the Company and affirmed the judgment

against Ron Clarke except for one count, which was vacated and remanded. The Company intends to seek an en banc review by

the full Eleventh Circuit.

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. 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.

Not applicable.

PART II

MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the NYSE under the ticker CPAY. As of December 31, 2025, there were 195 holders of record

of our common stock.

DIVIDENDS AND STOCK REPURCHASES

We currently expect to retain all future earnings, if any, for use in the operation, expansion of our business and stock

repurchases. We have never declared or paid any dividends on our common stock and do not anticipate paying cash dividends

to holders of our common stock in the foreseeable future. In addition, our credit agreements restrict our ability to pay dividends.

Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon, among

other factors, our results of operations, financial condition, capital requirements and covenants in our existing financing

arrangements and any future financing arrangements.

The Company's Board has approved a stock repurchase program (as updated from time to time, the "Program"), originally

announced on February 4, 2016, authorizing the Company to repurchase its common stock from time to time until December

31, 2026. On December 18, 2025, the Board authorized an increase to the aggregate size of the Program by $1.0 billion to

$10.1 billion. Since the beginning of the Program through December 31, 2025, 35,659,347 shares have been repurchased for an

aggregate purchase price of $8.6 billion, leaving the Company up to $1.5 billion of remaining authorization available under the

Program for future repurchases in shares of its common stock. There were 2,568,667 common shares totaling $0.8 billion in

2025; 4,211,818 common shares totaling $1.3 billion in 2024; and 2,597,954 common shares totaling $0.7 billion in 2023

repurchased under the Program. Repurchased shares are held as treasury stock on the Company's Consolidated Balance Sheets.

Any stock repurchases may be made at times and in such amounts as deemed appropriate. The timing and amount of stock

repurchases, if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory

requirements, and any additional constraints related to material inside information the Company may possess. Any repurchases

have been and are expected to be funded by a combination of available cash flow from the business, working capital and debt.

The following table presents information with respect to purchase of common stock of the Company made during the three

months ended December 31, 2025 by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act:

PERFORMANCE GRAPH

The following graph assumes $100 invested on December 31, 2020, at the closing price ($272.83) of our common stock on that

day and compares (a) the percentage change of our cumulative total stockholder return on the common stock (as measured by

dividing (i) the difference between our share price at the end and the beginning of the period presented by (ii) the share price at

the beginning of the periods presented) with (b) (i) the Russell 2000 Index, (ii) the S&P 500® Data Processing & Outsourced

Services and (iii) S&P 500.

RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS

Not Applicable.

RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with

the consolidated financial statements and related notes appearing elsewhere in this report. In addition to historical information,

this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual

results to differ materially from management’s expectations. Factors that could cause such differences include, but are not

limited to, those identified below and those described in Item 1A “Risk Factors” appearing elsewhere in this report. All foreign

currency amounts that have been converted into U.S. dollars in this discussion are based on the exchange rate as reported by

Oanda for the applicable periods.

The following discussion and analysis of our financial condition and results of operations generally discusses 2025 and 2024

items, with year-over-year comparisons between these two years. A detailed discussion of 2024 items and year-over-year

comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-

K for the year ended December 31, 2024.

Executive Overview

Corpay is a global corporate payments company that helps businesses and consumers better manage and pay their expenses in a

simple, controlled manner. Corpay provides a broad suite of payment and spend management solutions, including accounts

payable automation and cross-border payment solutions (including foreign exchange spot, forward and option transactions),

commercial card programs (e.g., purchasing cards, business cards and virtual cards), vehicle payment solutions (e.g., fuel cards,

toll payments and related services) and lodging payment solutions (e.g., hotel and extended stay bookings). This results in our

customers saving time and ultimately spending less. Corpay has been a member of the S&P 500 since 2018 and trades on the

New York Stock Exchange under the ticker CPAY.

We estimate that businesses spend approximately $145 trillion annually in transactions with other businesses. In many

instances, businesses lack the proper tools to monitor what is being purchased and employ manual, paper-based, disparate

processes and methods to both approve and make payments for their business-to-business purchases. This often results in

wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation,

report generation, reimbursement processing, account reconciliations, employee disciplinary actions and more.

Corpay’s vision is that every payment is digital, every purchase is controlled and every related decision is informed. Our wide

range of modern, digitized solutions provide control, reporting and automation benefits superior to many of the payment

methods businesses often use such as cash, paper checks, general purpose credit cards, as well as employee payment processes.

Comdata Merchant Solutions Disposition

In May 2024, we signed a definitive agreement to sell the merchant solutions business, a business within the U.S. division of

our Vehicle Payments segment (the "disposal group") to a third party. The transaction was completed during December 2024.

The disposal group's assets and liabilities were recorded at their carrying value. Goodwill of approximately $58.2 million was

allocated to the carrying value of the disposal group based on a relative fair value analysis.

We received total proceeds of $185.5 million, which have been recorded within investing activities in the accompanying

Consolidated Statements of Cash Flows. In connection with the sale, we recorded a net gain on disposal of $121.3 million

during the year ended December 31, 2024, which represents the proceeds received less the derecognition of the related net

assets.

Results

Revenues, net, Net Income Attributable to Corpay and Net Income Per Diluted Share Attributable to Corpay. Set forth below

are revenues, net, net income attributable to Corpay and net income per diluted share attributable to Corpay for the years ended

December 31, 2025 and 2024 (in millions, except per share amounts).

Adjusted Net Income Attributable to Corpay, Adjusted Net Income Per Diluted Share Attributable to Corpay, EBITDA,

Adjusted EBITDA and Adjusted EBITDA margin. Set forth below are adjusted net income attributable to Corpay, adjusted net

income per diluted share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin for the years ended

December 31, 2025 and 2024 (in millions, except per share amounts and percentages).

Adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, EBITDA, adjusted

EBITDA and adjusted EBITDA margin are supplemental non-GAAP financial measures of operating performance. See the

heading entitled “Management’s Use of Non-GAAP Financial Measures” for more information and a reconciliation of the non-

GAAP financial measure to the most directly comparable financial measure calculated in accordance with U.S. generally

accepted accounting principles, or GAAP. We use adjusted net income attributable to Corpay, adjusted net income per diluted

share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin to eliminate the effect of items that we

do not consider indicative of our core operating performance on a consistent basis. These non-GAAP measures are presented

solely to permit investors to more fully understand how our management assesses underlying performance and are not, and

should not be viewed as, a substitute for GAAP measures and should be viewed in conjunction with our GAAP financial

measures.

Sources of Revenue

Corpay offers a variety of payment solutions that help to simplify, automate, secure, digitize and effectively control the way

businesses and consumers manage and pay their expenses. We provide our payment solutions to our business, merchant,

consumer and payment network customers in more than 200 countries around the world today, although we operate primarily in

three geographies, with approximately 79% of our business in the U.S., Brazil and the U.K. Our customers may include

commercial businesses (obtained through direct and indirect channels) and partners for whom we manage payment programs,

as well as consumers.

We report information about our operating segments in accordance with the authoritative guidance related to segments. We

manage and report our operating results through the following three reportable segments: Corporate Payments, Vehicle

Payments and Lodging Payments. The remaining results are included within Other, which includes our Gift and Payroll Card

businesses. These segments align with how the Chief Operating Decision Maker (CODM) allocates resources, assesses

performance and reviews financial information

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Foreign currency risk

Foreign Earnings

Our international businesses expose us to foreign currency exchange rate changes that can impact translations of foreign-

denominated assets and liabilities into U.S. dollars and future earnings and cash flows from transactions denominated in

different currencies. Revenues from our international businesses were 51.3% and 47.7% of total revenues for the years ended

December 31, 2025 and 2024, respectively. We measure foreign currency exchange risk based on changes in foreign currency

exchange rates using a sensitivity analysis. The sensitivity analysis measures the potential change in earnings based on a

hypothetical 10% change in currency exchange rates. Such analysis indicated that a hypothetical 10% change in foreign

currency exchange rates would have increased or decreased consolidated operating income during the year ended December 31,

2025 by approximately $120.6 million had the U.S. dollar exchange rate increased or decreased relative to the currencies to

which we had exposure. Similarly, the analysis for the prior year indicated that a hypothetical 10% change in currency

exchange rates would have increased or decreased consolidated operating income for the years ended December 31, 2024 by

approximately $97.8 million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had

exposure.

Unhedged Cross-Currency Risk

With our cross-border payment solutions, we have additional foreign exchange risk and associated foreign exchange risk

management requirements due to the nature of our cross-border payments provider business. The majority of cross-border

payments revenue is from exchanges of currency at spot rates, which enable customers to make cross-currency payments. In our

cross-border payment solutions, we also write foreign currency forward and option contracts for customers to facilitate future

payments. The duration of these derivative contracts at inception is generally less than one year. We aggregate foreign

exchange exposures arising from customer contracts, including the derivative contracts described above, and hedge (economic

hedge) the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties.

Interest rate risk

We are exposed to the risk of changing interest rates on our cash investments and on the unhedged portion of our variable rate

debt. As of December 31, 2025 and 2024, we had $8.2 billion and $6.7 billion, respectively, of variable rate debt outstanding

under our Credit Agreement, which excludes variable rate debt outstanding under our Securitization Facility of $1.8 billion. See

Note 11 to our Consolidated Financial Statements within this Form 10-K for further information. We use derivative financial

instruments to reduce our exposure related to changes in interest rates. As of December 31, 2025, we had a number of receive-

variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.5 billion.

The objective of these contracts is to reduce the variability of cash flows in the previously unhedged interest payments

associated with variable rate debt, the sole source of which is due to changes in SOFR benchmark interest rate. While these

agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties to

the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the

agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under

GAAP. See Note 16 to our Consolidated Financial Statements within this Form 10-K for further information.

Based on the amounts and mix of our fixed and floating rate debt (exclusive of our Securitization Facility but inclusive of the

aforementioned interest rate swaps) at December 31, 2025 and 2024, if market interest rates had increased or decreased an

average of 100 basis points, our interest expense for the years ended December 31, 2025 and 2024 would have changed by

approximately $37 million and $22 million, respectively. We determined these amounts by considering the impact of the

hypothetical interest rates on our borrowing costs. These analyses do not consider the effects of changes in the level of overall

economic activity that could exist in such an environment. These analyses also do not consider the effects of any potential

offsetting impact of changing interest rates on our interest revenues and interest income.

Fuel price risk

A majority of our Vehicle Payments customers use our products and services in connection with the purchase of fuel.

Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility. A decline in retail fuel prices

could cause a change in our revenue from several sources, including fees paid to us based on a percentage of each customer’s

total purchase. Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges

based on these amounts. The impact of changes in fuel price is somewhat mitigated by our agreements with certain merchants,

where the price paid to the merchant is equal to the lesser of the merchant’s cost plus a markup or a percentage of the

transaction purchase price. We do not enter into any fuel price derivative instruments.

Fuel price spread risk

From our merchant and network relationships, we derive revenue from the difference between the price charged to a fleet

customer for a transaction and the price paid to the merchant or network for the same transaction. For certain of our payment

products, the price paid to a merchant or network is calculated as the merchant’s wholesale cost of fuel plus a markup. The

merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting

fuel prices. The fuel price that we charge to our customer is dependent on several factors including, among others, the fuel price

paid to the fuel merchant, posted retail fuel prices and competitive fuel prices. We experience fuel price spread contraction

when the merchant’s wholesale cost of fuel increases at a faster rate than the fuel price we charge to our customers, or the fuel

price we charge to our customers decreases at a faster rate than the merchant’s wholesale cost of fuel. Accordingly, if fuel price

spreads contract, we may generate less revenue, which could adversely affect our operating results. The impact of volatility in

fuel spreads is somewhat mitigated by our agreements with certain merchants, where the price paid to the merchant is equal to

cost plus a markup or a percentage of the transaction purchase price.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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DISCLOSURE

Not applicable.

Evaluation of Disclosure Controls and Procedures

As of December 31, 2025, management carried out, under the supervision and with the participation of our Chief Executive

Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and

procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under

the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported

within the time periods specified in applicable rules and forms and are designed to ensure that information required to be

disclosed in those reports is accumulated and communicated to management, including our Chief Executive Officer and Chief

Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting

(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), pursuant to Rule 13a-15(c) of the Exchange Act. Our

internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management

assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment,

our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in 2013, Internal Control-Integrated Framework. As of December 31, 2025, management believes that the Company’s

internal control over financial reporting is effective based on those criteria. Our independent registered public accounting firm

has issued an audit report on our internal control over financial reporting, which is included in this annual report.

In connection with management's evaluation, our management team excluded from its assessment of the effectiveness of our

internal control over financial reporting as of December 31, 2025, the internal controls related to two subsidiaries that we

acquired during the year ended December 31, 2025, and for which financial results are included in our consolidated financial

statements.

During 2025, the Company acquired Gringo, a leading Brazil-based vehicle registration and compliance payment company; and

Alpha, a leading provider of B2B cross-border foreign exchange solutions to corporations and investment funds in the UK.

Collectively, we refer to these transactions as the 2025 Acquisitions. In the evaluation of internal control over financial

reporting, management excluded the operations of acquired entities in the 2025 Acquisitions from the assessment of internal

control over financial reporting as of December 31, 2025. These operations were excluded in accordance with the SEC’s

general guidance because they and the related entities were acquired in purchase business combinations in 2025. These 2025

Acquisitions constituted 23.8% of total assets at December 31, 2025, and 2.0% of revenues, net for the year then ended.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Remediation of Previously Reported Material Weakness

As previously disclosed in Part II-Item 9A "Controls and Procedures" in our Annual Report on Form 10-K for the year ended

December 31, 2024, we identified a material weakness in our internal control over financial reporting related to information

technology general controls (ITGCs) in the area of user access management over certain information technology systems used

in the execution of controls that support the Company’s financial reporting processes. Our business process application and

manual controls that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely

impacted.

With respect to the material weakness above, management, under the oversight of the Audit Committee, implemented measures

designed to ensure that control deficiencies contributing to the material weakness was remediated, and that these controls are

designed, implemented and operating effectively. The remediation actions included: (i) enhancement of the information

technology compliance oversight function; (ii) development of a training program addressing ITGCs and other policies,

including educating control owners concerning the principles and requirements of internal controls, with a focus on those

related to user access over information technology systems impacting financial reporting; (iii) documentation of underlying

ITGCs to enhance the information evidencing the performance of ITGCs; (iv) development of enhanced integration

functionality and controls related to the ongoing implementation of user access information technology system; and (v)

enhancement of the information technology management review and testing plan to monitor ITGCs, with a specific focus on

systems supporting our financial reporting processes.

During the quarter ended December 31, 2025, we completed our testing of the operating effectiveness of internal controls

impacted by these remediation efforts and determined the material weakness had been fully remediated as of December 31,

Changes in Internal Control over Financial Reporting

Except for the actions taken to remediate the material weakness described above, there have been no other changes in our

internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our fourth

quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Corpay, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Corpay, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on

criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Corpay, Inc. and subsidiaries (the Company)

maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the

COSO criteria.

As indicated in the accompanying Management Report on Internal Control over Financial Reporting, management’s assessment

of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Gringo

and Alpha (the 2025 Acquisitions), which are included in the 2025 consolidated financial statements of the Company and

constituted 23.8% of total assets as of December 31, 2025 and 2.0% of revenues, net for the year then ended. Our audit of

internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial

reporting of the 2025 Acquisitions.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated

statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December

31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report

on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control

over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be

independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all

material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material

weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and

performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a

reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of management and directors of the

company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Atlanta, Georgia

February 26, 2026

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2025, no director or executive officer of the Company adopted, modified or

terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy

the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

None.

PART III

A list of our executive officers and biographical information appears in Part I of this Form 10-K. Information about our

directors may be found under the caption “Director Nominees” and “Continuing Directors” in our Proxy Statement for the

Annual Meeting of Shareholders to be held May 7, 2026 (the “Proxy Statement”). Information about our Audit Committee may

be found under the caption “Board Meetings and Committees” in the Proxy Statement. The foregoing information is

incorporated herein by reference.

The information in the Proxy Statement set forth under the caption “Delinquent Section 16(a) Reports” is incorporated herein

by reference.

We have adopted the Corpay Code of Business Conduct and Ethics (the “code of ethics”), which applies to our Chief Executive

Officer, Chief Financial Officer, Chief Accounting Officer, Corporate Controller and other finance organization employees.

The code of ethics is publicly available on our website at www.corpay.com under Investor Relations. If we make any

substantive amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the code

of ethics to our Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer, we will disclose the nature of the

amendment or waiver on that website or in a report on Form 8-K.

We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of its securities by the

Company, directors, officers, managers and employees that is reasonably designed to promote compliance with insider trading

laws, rules and regulations and NYSE listing standards. The Insider Trading Policy is filed with this Form 10-K as Exhibit 19.1.

The information in the Proxy Statement set forth under the captions “Director Compensation,” “2025 Named Executive Officer

Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” is

incorporated herein by reference.

AND RELATED STOCKHOLDER MATTERS

The information in the Proxy Statement set forth under the captions “Information Regarding Beneficial Ownership of Principal

Shareholders, Directors, and Management” and “Equity Compensation Plan Information” is incorporated herein by reference.

INDEPENDENCE

The information set forth in the Proxy Statement under the captions “Director Independence” and “Certain Relationships and

Related-Party Transactions” is incorporated herein by reference.

Information concerning principal accountant fees and services appears in the Proxy Statement under the headings “Fees Billed

by Ernst & Young LLP” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of

Independent Auditor” and is incorporated herein by reference.

PART IV

(a) Financial Statements and Schedules

The financial statements are set forth under Item 8 of this Form 10-K, as indexed below. Financial statement schedules have

been omitted since they either are not required, not applicable, or the information is otherwise included.

Index to Financial

Statements

(b) Exhibit Listing

None.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Atlanta, State of Georgia, on

February 26, 2026.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of registrant and in the capacities indicated on February 26, 2026.