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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Ye****ar Ended December 31, 2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From to
Commission File Number 001-35004
Corpay, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 72-1074903 | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
| 3280 Peachtree Road**,** Suite 2400**,** | Atlanta, | Georgia | 30305 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (770) 449-0479
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | CPAY | NYSE |
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.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||
| Emerging growth company | ☐ |
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