Corpay (CPAY) 10-K risk factor changes: FY2025 vs FY2024

*You should carefully consider the following [removed: risks* *applicable* *to] [added: risks applicable to] us.

Our subsidiaries operate in various countries and [removed: country specific] [added: country-specific] factors, such as power availability, telecommunications

carrier redundancy, embargoes and [removed: regulation] [added: regulations] can adversely impact our information processing by, or for, our local

delays in fully activating backup facilities depending on the nature of the breakdown, security [removed: breach] [added: breach, cyberattack] or [removed: catastrophic event]

[added: catastrophic event] (such as fire, explosion, flood, pandemic, natural disaster, power loss, telecommunications failure or physical [removed: break-in).]

Although, we have controls and documented measures to mitigate these risks, these mitigating controls might not [removed: reduce the]

[added: reduce the] duration, scope or severity of an outage in time to avoid adverse effects.

We may experience [added: cybersecurity incidents,] software defects, system errors, [removed: computer viruses] [added: outages] and development delays, which [removed: could damage][added: could]

[removed: customer] [added: damage customer] relationships, decrease our profitability and expose us to liability.

Our business depends heavily on the [removed: reliability] [added: reliability, availability and security] of proprietary and third-party processing [removed: systems.][added: systems and]

[added: A system outage could] adversely affect our business, financial condition or results of operations, including [removed: by damaging our reputation or exposing us]

[added: by damaging our reputation or exposing us] to third-party liability.

To successfully operate our business, we must be able to [removed: protect our processing and other systems from]

[added: protect our processing and other systems from] interruption, including from events that may be beyond our control.

[added: could cause system interruptions include, but] are not limited to, fire, natural disaster, unauthorized entry, power loss, [removed: telecommunications failure, computer viruses, terrorist]

[added: other vulnerabilities, terrorist] acts and war.

Although we have taken steps to protect against data loss and system failures, there [removed: is still risk that we may lose]

In addition, we rely on technologies supplied to us by third parties that may also contain undetected errors, [removed: viruses or]

[added: vulnerabilities or] defects that could adversely affect our business, financial condition or results of operations.

[added: attempt to limit our] potential liability for warranty claims through disclaimers in our software documentation and limitation of [removed: liability provisions in]

[added: liability provisions in] our licenses and other agreements with our customers, we cannot assure that these measures will be [removed: successful in limiting our]

We may not be able to adequately protect our systems or the data we collect from continually evolving cybersecurity [removed: risks or][added: and]

[removed: other technological] [added: data-protection] risks, which could subject us to liability and damage our reputation.

[added: We are not aware of] any [added: recent] material breach of our or our associated third parties’ computer systems, although we and others [removed: in our industry are]

[added: in our industry are] regularly the subject of attempts by bad actors to gain unauthorized access to these computer systems and [removed: data or to obtain,]

[added: data or to obtain,] change or destroy confidential data (including personal consumer information of individuals) through a [removed: variety of means.]

artificial [removed: intelligence,] [added: intelligence and other technologies,] we may be unable to anticipate these techniques or to implement adequate [removed: preventative measures.]

[added: An] incident may not be detected until well after it occurs and the severity and potential impact may not [removed: be fully known for a]

[added: be fully known for a] substantial period of time after it has been discovered.

Our ability to address incidents may also depend on [removed: the timing and]

[added: the timing and] nature of assistance that may be provided from relevant governmental or law enforcement agencies.

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

[added: third parties, or] may result from accidental technological failure.

Computer viruses can be distributed and could infiltrate our [removed: systems or those]

[added: systems or those] of our associated third parties.

In addition, denial of service or other attacks could be launched against us for a [removed: variety of]

[added: variety of] purposes, including to interfere with our services or create a diversion for other malicious activities.

Although we [removed: believe we]

[added: believe we] have sufficient controls in place to prevent disruption and misappropriation and to respond to such attacks, any [removed: inability to]

[added: inability to] prevent security breaches could have a negative impact on our reputation, expose us to liability, decrease market [removed: acceptance of]

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.

break-in).

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.

cloud infrastructure.

Events that

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

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

circumstances.

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.

variety of means.

preventative measures.

Threats to

Although we

If we were ever found to be in

We cannot

of data.

customer data.

compete effectively.

incident.

In addition, we regularly engage in

achieving market acceptance or their intended purposes, and may require more time or investment than planned.

Artificial intelligence technologies, including machine learning and generative AI, are being rapidly adopted across the

payments and enterprise software industries to improve automation, analytics, fraud detection, customer support and decision-

making.

Our competitors, customers and partners may increasingly expect AI-enabled functionality and efficiencies in the

solutions they purchase and use.

If we do not identify, develop, license, acquire and integrate AI technologies into our products

and operations on a timely basis, or if we are unable to obtain the data, computing resources or specialized personnel needed to

do so cost-effectively, our products and services may become less competitive, we may experience slower growth, reduced

transaction volumes, loss of customers or partners, and pressure on margins.

In addition, AI-enabled products offered by

A system outage could

Events that could cause system interruptions include, but

critical data or experience system failures.

Although we attempt to limit our

liability.

Other than an unauthorized access incident during the second quarter of 2018, previously disclosed in 2018, we are not aware of

An

Threats to our systems and

While we believe we are in

compliance with the relevant laws and regulations, if we were ever found to be in violation, our business, financial condition,

We cannot provide assurance that the contractual

In addition, we have

We

Similarly, if

In

may not be successful in achieving broad acceptance or their intended purposes.

platforms for the commercial payments industry.

Adverse effects on payment card transaction volume and other aspects of our business and operations, from unfavorable

impact on the demand for fuel, business-related products and services, or payment card services in general.

A substantial

portion of our revenue is based on the volume of payment card transactions by our customers.

Accordingly, our operating

results could be adversely impacted by such events or trends that negatively impact the demand for fuel, business-related

products and services, or payment card services in general.

For example, our transaction volume is generally correlated with general economic conditions and levels of spending,

particularly in the U.S., Canada, the United Kingdom, Europe, Latin America, Australia and New Zealand and the related

amount of business activity in economies in which we operate.

Downturns in these economies are generally characterized by

reduced commercial activity and, consequently, reduced purchasing of fuel and other business-related products and services by

our customers.

greenhouse gas emissions and climate change issues may adversely affect the volume of transactions or business operations of

Further, we may not be able to successfully execute our EV strategy, which could further adversely impact

of, credit, debit, ACH, virtual cards or stored value cards as a payment mechanism for their transactions.

Similarly, our

transaction volumes could be impacted by adverse developments in the payments industry, such as new legislation or regulation

that makes it more difficult for customers to do business, or a well-publicized data security breach that undermines the

confidence of the public in electronic payment systems.

Further, adverse macroeconomic conditions and resulting trends, weather conditions, natural catastrophes or public health

crises, could affect other aspects of our business.

For example, because we derive a portion of our revenues from travel-related

The following discussion and analysis of our financial condition and results of operations generally discusses [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

A detailed discussion of [removed: 2023] [added: 2024] items and year-over-year

comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Annual Report on Form 10-K can be found in “Management’s

K for the year ended December 31, [removed: 2023.][added: 2024.]

[removed: trading under the ticker symbol "FLT" and began trading under our new ticker symbol, "CPAY", on the] New York Stock [added: Exchange under the ticker CPAY.]

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

[removed: fueling, tolls, car registration] [added: toll payments] and [removed: parking),] [added: related services) and] lodging [removed: expenses] [added: payment solutions] (e.g., hotel and extended stay [removed: bookings) and corporate payments][added: bookings).]

This results in our [removed: customers saving time and]

[added: customers saving time and] ultimately spending less.

[removed: Businesses] [added: We estimate that businesses] spend [removed: an estimated] [added: approximately] $145 trillion [removed: each year] [added: annually] in transactions with other businesses.

[added: instances, businesses lack] the proper tools to monitor what is being purchased and employ manual, paper-based, disparate [removed: processes and methods to both]

[added: processes and methods to both] approve and make payments for their business-to-business purchases.

[added: wasted time and money due to] unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, [removed: report generation, reimbursement]

[added: report generation, reimbursement] processing, account reconciliations, employee disciplinary actions and more.

[removed: Our wide] range of modern, digitized solutions [removed: generally provides] [added: provide] control, reporting and automation benefits [added: superior to many of the payment]

[removed: superior to many of the payment] methods businesses often use such as cash, paper checks, general purpose credit cards, as well [added: as employee payment processes.]

December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] (in millions, except per share amounts).

| Revenues, net | | [removed: $3,974.6] [added: $4,528.4] | | [removed: $3,757.7] [added: $3,974.6] | |

| Net income attributable to Corpay | | [removed: $1,003.7] [added: $1,069.8] | | [removed: $981.9] [added: $1,003.7] | |

| Net income per diluted share attributable to Corpay | | [removed: $13.97 |] [added: $15.03] | [removed: $13.20] | [added: $13.97] |

Adjusted Net Income Attributable to Corpay, Adjusted Net Income Per Diluted Share Attributable to Corpay, [removed: Adjusted][added: EBITDA,]

[removed: EBITDA] [added: Adjusted EBITDA] and Adjusted EBITDA margin. Set forth below are adjusted net income attributable to Corpay, adjusted net [removed: income]

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

December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] (in millions, except per share amounts and percentages).

| Adjusted net income attributable to Corpay | | [removed: $1,364.1] [added: $1,518.1] | | [removed: $1,258.6] [added: $1,364.1] |

| Adjusted net income per diluted share attributable to Corpay | | [removed: $19.01] [added: $21.38] | | [removed: $16.92] [added: $19.01] |

Adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, [added: EBITDA,] adjusted [removed: EBITDA and]

[added: EBITDA and] adjusted EBITDA margin are supplemental non-GAAP financial measures of operating performance.

See the heading entitled [added: “Management’s Use of]

[added: heading entitled] “Management’s Use of Non-GAAP Financial Measures” for more information and a reconciliation of the [removed: non-GAAP financial][added: non-]

[added: GAAP financial] measure to the most directly comparable financial measure calculated in accordance with U.S. generally [removed: accepted accounting]

[added: accepted accounting] principles, or GAAP.

We use adjusted net income attributable to Corpay, adjusted net income per diluted [removed: share attributable to]

[added: share attributable to] Corpay, [added: EBITDA,] adjusted EBITDA and adjusted EBITDA margin to eliminate the effect of items that we [removed: do not consider indicative of]

[added: do not consider indicative of] our core operating performance on a consistent basis.

These non-GAAP measures are presented [removed: solely to permit investors to]

[added: solely to permit investors to] more fully understand how our management assesses underlying performance and are not, and [removed: should not be viewed as, a]

[added: should not be viewed as, a] substitute for GAAP measures and should be viewed in conjunction with our GAAP financial [removed: measures.]

three geographies, with approximately [removed: 81%] [added: 79%] of our business in the U.S., Brazil and the U.K. Our customers may include

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

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,

Corpay has been a member of the S&P 500 since 2018 and trades on the

In many

This often results in

Our wide

| | | 2025 | | 2024 | |

| 1 For 2025, Diluted earnings per share amounts are determined under the two-class method. | | | | | |

| | | 2025 | | 2024 |

| Adjusted EBITDA | | $2,565.1 | | $2,270.8 |

measures.

| | | 2025 | | | | 2024 | | |

Our cross-

(in millions, except percentages):

| | | 2025 | | | | 2024 | | |

| Consolidated revenues, net | | $4,528.4 | | 100% | | $3,974.6 | | 100% |

| '\- Revenues, net | | $1,635.1 | | $1,221.9 | | $413.1 | | 34% | | $1,627.3 | | $1,390.5 | | $236.8 | | 17% |

| '\- Spend volume | | $258,452 | | $172,054 | | $86,398 | | 50% | | $258,452 | | $197,447 | | $61,005 | | 31% |

| '\- Revenues, net per spend $ | | 0.63% | | 0.71% | | (0.08)% | | (11)% | | 0.63% | | 0.70% | | (0.07)% | | (11)% |

| '\- Revenues, net | | $2,138.7 | | $2,008.8 | | $129.9 | | 6% | | $2,179.5 | | $1,998.6 | | $180.9 | | 9% |

| '\- Transactions | | 880.9 | | 820.7 | | 60.2 | | 7% | | 880.1 | | 822.6 | | 57.5 | | 7% |

| '\- Revenues, net per transaction | | $2.43 | | $2.45 | | $(0.02) | | (1)% | | $2.48 | | $2.43 | | $0.05 | | 2% |

| '\- Parking transactions | | 263.8 | | 249.0 | | 14.8 | | NM | | 263.8 | | 249.0 | | 14.8 | | 6% |

| '\- Fleet transactions | | 468.7 | | 444.8 | | 23.9 | | 5% | | 467.9 | | 446.7 | | 21.2 | | 5% |

| '\- Other transactions | | 56.5 | | 40.6 | | 15.9 | | 39% | | 56.5 | | 40.6 | | 15.9 | | 39% |

| '\- Revenues, net | | $469.5 | | $488.6 | | $(19.0) | | (4)% | | $468.7 | | $488.6 | | $(19.9) | | (4)% |

| '\- Revenues, net per room night | | $13.30 | | $12.95 | | $0.35 | | 3% | | $13.27 | | $12.95 | | $0.33 | | 3% |

| '\- Revenues, net | | $285.1 | | $255.3 | | $29.8 | | 12% | | $283.8 | | $255.3 | | $28.5 | | 11% |

| '\- Transactions | | 1,717.7 | | 1,574.1 | | 143.6 | | 9% | | 1,717.7 | | 1,574.1 | | 143.6 | | 9% |

| '\- Revenues, net | | $4,528.4 | | $3,974.6 | | $553.8 | | 14% | | $4,559.2 | | $4,133.0 | | $426.2 | | 10% |

| 2 Corporate Payments revenue per spend dollar decreased over the prior year due to new payables and cross-border enterprise clients. |

adjustments are made to merchant and customer rates.

and revenue per transaction.

the performance of Corpay.

exchange rates.

net.

respectively.

As of

Effective March 25, 2024, FLEETCOR Technologies, Inc. changed its corporate name to Corpay, Inc. At that time, we ceased

Exchange (NYSE).

pay their expenses.

Corpay's suite of modern payment solutions help customers better manage vehicle-related expenses (e.g.,

(e.g., domestic and international accounts payable and point of sale purchases).

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.

In many instances, businesses lack

This often results in wasted time and money due to

Digital

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

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

processes.

Combining this payment data with analytical tools delivers insights, which managers can use to better run their

businesses.

as employee pay and reclaim processes.

Russia Disposition

We completed the sale of our Russia business on August 15, 2023.

The sale included the entirety of our operations in Russia

and resulted in a complete exit from the Russia market.

We received total proceeds, net of cash disposed and net of a

$5.6 million foreign exchange loss upon conversion of the ruble-denominated proceeds to U.S. dollars, of $197.0 million,

which have been recorded within investing activities in the accompanying Consolidated Statements of Cash Flows for the year

ended December 31, 2023.

In connection with the sale, we recorded a net gain on disposal of $13.7 million during the year

ended December 31, 2023, which represents the proceeds received less the derecognition of the related net assets, the

reclassification of accumulated foreign currency translation losses, and the foreign exchange loss upon conversion of the ruble-

denominated proceeds to U.S. dollars.

Exclusive of the impact of disposition, our business in Russia accounted for approximately $62.0 million of our income before

income taxes for the year ended December 31, 2023.

| | | 2024 | | 2023 | |

| | | 2024 | | 2023 |

| Adjusted EBITDA1 | | $2,129.0 | | $1,994.2 |

| Adjusted EBITDA margin1 | | 53.6% | | 53.1% |

| 1 2024 Adjusted EBITDA and Adjusted EBITDA margin are adjusted for a material modification impacting stock based compensation expense and a deal related termination expense. | | | | |

| | | 2024 | | | | 2023 | | |

payments.

Our performance obligation in our foreign

exchange payment services is providing a foreign currency payment to a customer’s designated recipient and therefore, we

recognize revenue on foreign exchange payment services when the underlying payment is made.

Revenues from our international businesses were [removed: 47.7%] [added: 51.3%] and [removed: 45.6%] [added: 47.7%] of total revenues for the years ended

December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

[removed: 2024 by] approximately $97.8 million had the U.S. dollar exchange rate increased or decreased relative to the currencies to [added: which we had]

exchange rates would have increased or decreased consolidated operating income for the years ended December 31, [removed: 2023] [added: 2024] by

[added: 2025 by] approximately [removed: $86.0] [added: $120.6] million had the U.S. dollar exchange rate increased or decreased relative to the currencies to [removed: which we had]

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we had [removed: $6.7] [added: $8.2] billion and [removed: $5.4] [added: $6.7] billion, respectively, of variable rate debt outstanding

See Note [removed: 11] [added: 16] to our Consolidated Financial Statements within this Form 10-K for further [added: information.]

[added: financial] information.

[removed: We use derivative financial] instruments to reduce our exposure related to changes in interest rates.

[removed: December 31, 2024, we had a number of receive-variable] [added: variable] SOFR, pay-fixed interest rate swap derivative contracts with a [added: cumulative notional U.S. dollar value of $4.5 billion.]

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

[removed: in the previously unhedged interest payments] associated with variable rate debt, the sole source of which is due to changes in [added: SOFR benchmark interest rate.]

[removed: While these] agreements are intended to lessen the impact of rising interest rates on us, they also [added: expose us to the risk that the other parties to]

[removed: expose us to] the [removed: risk that the other parties to the] agreements will not perform, we could incur significant costs associated with [added: the settlement of the agreements, the]

[removed: the settlement of the agreements, the] agreements will be unenforceable and the underlying transactions will fail to qualify as [added: highly-effective cash flow hedges under]

[removed: highly-effective cash flow hedges under GAAP.][added: *Cash Flow Hedges*]

[removed: See] Note [removed: 16] [added: 11] to our Consolidated Financial Statements within this Form 10-K [added: for further information.]

aforementioned interest rate swaps) at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] if market interest rates had increased or decreased an

average of 100 basis points, our interest expense for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] would have changed by

approximately [removed: $22] [added: $37] million and [removed: $14] [added: $22] million, respectively.

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

See

We use derivative financial

As of December 31, 2025, we had a number of receive-

While these

GAAP.

These analyses also do not consider the effects of any potential

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

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

| | |

| --- | --- |

| | |

| | Page |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID:](#i27d5f920da3f4d0c86f822f7ff119dbf_67) 42[)](#i27d5f920da3f4d0c86f822f7ff119dbf_67) | [61](#i27d5f920da3f4d0c86f822f7ff119dbf_67) |

| [Consolidated Balance Sheets at December 31,](#i27d5f920da3f4d0c86f822f7ff119dbf_70) 2025 [and](#i27d5f920da3f4d0c86f822f7ff119dbf_70) 2024 | [63](#i27d5f920da3f4d0c86f822f7ff119dbf_70) |

| [Consolidated Statements of Income for the Years Ended December 31,](#i27d5f920da3f4d0c86f822f7ff119dbf_73) 2025[,](#i27d5f920da3f4d0c86f822f7ff119dbf_73) 2024 [and](#i27d5f920da3f4d0c86f822f7ff119dbf_73) 2023 | [64](#i27d5f920da3f4d0c86f822f7ff119dbf_73) |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31,](#i27d5f920da3f4d0c86f822f7ff119dbf_76) 2025[,](#i27d5f920da3f4d0c86f822f7ff119dbf_76) 2024 [and](#i27d5f920da3f4d0c86f822f7ff119dbf_76) 2023 | [65](#i27d5f920da3f4d0c86f822f7ff119dbf_76) |

| [Consolidated Statements of Equity for the Years Ended December 31,](#i27d5f920da3f4d0c86f822f7ff119dbf_79) 2025[,](#i27d5f920da3f4d0c86f822f7ff119dbf_79) 2024 [and](#i27d5f920da3f4d0c86f822f7ff119dbf_79) 2023 | [66](#i27d5f920da3f4d0c86f822f7ff119dbf_79) |

| [Consolidated Statements of Cash Flows for the Years Ended December 31,](#i27d5f920da3f4d0c86f822f7ff119dbf_82) 2025[,](#i27d5f920da3f4d0c86f822f7ff119dbf_82) 2024 [and](#i27d5f920da3f4d0c86f822f7ff119dbf_82) 2023 | [67](#i27d5f920da3f4d0c86f822f7ff119dbf_82) |

| [Notes to Consolidated Financial Statements](#i27d5f920da3f4d0c86f822f7ff119dbf_85) | [68](#i27d5f920da3f4d0c86f822f7ff119dbf_85) |

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Corpay, Inc. and subsidiaries (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 (collectively referred to as the “consolidated financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the

Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the

period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

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

(PCAOB), the Company's 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) and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the

Company’s financial statements based on our audits.

under our Credit Agreement.

cumulative notional U.S. dollar value of $4.5 billion.

SOFR benchmark interest rate.

[removed: Exchange (NYSE) and have] [added: Corpay has] been a member of the S&P 500 since [removed: 2018.][added: 2018 and trades on the New York Stock Exchange ("NYSE")]

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

This results in our customers saving time and ultimately [removed: spending less.]

Since its incorporation in 2000, Corpay has [added: delivered payment and spend solutions with customized controls and]

[removed: delivered payment and spend solutions with customized controls and] robust capabilities that offer our customers a better way to [added: pay.]

[removed: Businesses] [added: We estimate that businesses] spend [removed: an estimated] [added: approximately] $145 trillion [removed: each year] [added: annually] in transactions with other businesses.

[added: instances, businesses lack] the proper tools to monitor what is being purchased and employ manual, paper-based, disparate [removed: processes and methods to both]

[added: processes and methods to both] approve and make payments for their business-to-business purchases.

[added: wasted time and money due to] unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation [removed: errors, inaccurate reimbursement]

[added: errors, inaccurate reimbursement] processing, account reconciliation errors, employee misuse and more.

- the majority of revenue is derived [removed: primarily] from business customers, which tend to have relatively predictable, [added: consistent]

[removed: consistent] volumes;

- recurring revenue models [removed: driven by recurring volume,] [added: that are volume-driven,] resulting in predictable revenue;

- specialized technology platforms and proprietary payment acceptance networks, which [added: we believe] create competitive [removed: advantages]

[added: advantages] and barriers to entry; and

- [removed: high] [added: attractive] EBITDA margins and [added: strong] cash flow [removed: translation] [added: conversion] with [added: relatively] limited [added: incremental] infrastructure [removed: investment requirements.]

[added: We] supplement our organic growth strategy and sales efforts by pursuing attractive acquisition [removed: opportunities, which serve to]

[added: opportunities, which serve to] strengthen and extend our market positions and create value faster.

With a long, proven operating [removed: history, Corpay facilitates]

[added: history, Corpay facilitates] payments to or on behalf of millions of businesses around the world [removed: using] [added: through] multiple modalities.

Corpay has the following reportable segments: [removed: Vehicle Payments,] Corporate Payments, [added: Vehicle Payments,] Lodging Payments and Other.

[removed: Our Vehicle] Payments solutions help control and monitor spending and include fuel card offerings, tolls [added: and other complementary products.]

Our Corporate Payments solutions simplify and automate vendor payments and include [added: AP automation,]

[removed: accounts payable (AP) automation,] virtual cards, cross-border payments and purchasing and travel and entertainment ("T&E") [added: card products.]

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

[removed: of hotels and] housing, both short and longer-term, while also providing traveler and end customer support.

For our consumer customers, our Vehicle [removed: Payment] [added: Payments] solutions provide seamless, mobile first digital [removed: experience] [added: experiences] when paying [removed: for]

[added: for] certain vehicle related expenses, removing the friction associated with alternative payment methods and having to use [removed: multiple]

[added: multiple] service providers.

more of the transaction, and [added: pass-through] richer data because of how the networks and [removed: point of sale] [added: point-of-sale] software are configured.

[added: Third-party] networks are operated by independent parties, such as MasterCard and VISA, and tend to be more broadly [removed: accepted, which is]

[added: accepted, which is] the primary benefit compared with our proprietary [removed: networks.][added: networks, although merchant economics tend to be]

We offer fuel solutions [added: primarily] to businesses and [removed: government] [added: public sector] entities who [removed: operate]

[added: operate] vehicle fleets, [removed: as well as] [added: and, in some cases,] to consumers [removed: primarily] in Brazil, Mexico and Europe.

purchase a limited set of non-fuel items, such as oil, tolls, parking and vehicle maintenance [removed: supplies.][added: supplies and book and pay for]

[added: Our proprietary EV] networks in the U.K. and western Europe, combined with our Mastercard network in [removed: the U.S., offer access to hundreds of]

[added: the U.S., offer access to hundreds of] thousands of charge points and the management of at-home charging, while also delivering [removed: additional value-added services]

[added: additional value-added services] through a mobile app, including the ability to locate and route to a charge-point, charge-point [removed: recharging speed, functionality]

Our EV home-charging software solution is aimed at fleets that need to accurately [removed: reimburse drivers for]

[added: reimburse drivers for] charging that takes place at home for business purposes, capturing, measuring and accurately pricing [removed: relevant charging sessions]

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).

spending less.

under the ticker CPAY.

In many

This often results in

investment requirements.

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.

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 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 informed budgeting and forecasting decisions.

The platform includes integrated expense management capabilities that automate expense capture, including mobile and digital

receipt capture, approval workflows and reconciliation.

Transactions flow directly from the point of purchase into configurable

workflows, reducing manual processes, improving data accuracy and accelerating financial close cycles.

Seamless integration

with leading ERP and accounting systems enables automated coding, posting and reporting.

Corpay’s spend management solution also incorporates advanced analytics, including artificial intelligence (AI) enabled

capabilities, to enhance spend oversight and decision-making.

These capabilities help automatically categorize spend, identify

anomalies and surface actionable insights related to policy compliance, potential fraud and optimization opportunities, enabling

Effective March 25, 2024, FLEETCOR Technologies, Inc. changed its corporate name to Corpay, Inc. At that time, we ceased

trading under the ticker symbol "FLT" and began trading under our new ticker symbol, "CPAY", on the New York Stock

helps businesses and consumers better manage and pay their expenses.

Corpay's suite of modern payment solutions help

customers better manage vehicle-related expenses (e.g., fueling, tolls, car registrations and parking), lodging expenses (e.g.,

hotel and extended stay bookings) and corporate payments (e.g., domestic and international accounts payable and point of sale

purchases).

pay.

In many instances, businesses lack

This often results in wasted time and money due to

It is important

to note that we compete mostly with legacy payment companies and traditional ways of paying, such as cash and checks.

We

These

and other complementary products.

card products.

Third-party

Our proprietary EV

and whether in use.

We are

Parking – Our parking app for mobile devices allows millions of consumers and fleets to instantaneously pay for parking,

replacing the use of coins or cash for parking.

Our solution also allows business fleets the ability to manage their vehicles from

anywhere, add and remove authorized drivers and pay in a secured and approved modality.

Given the high frequency nature of

use and the millions of monthly active users on the app, parking lends itself to further extension into the other services we offer,

namely EV charging, insurance, maintenance and fueling, amongst others.

Our parking solutions are available in the U.S.,

Canada, Europe, the U.K. and Brazil.

By automating the process of

This solution may be

Purchasing and T&E Cards – We offer purchasing cards and T&E solutions to our customers.

These solutions are generally

sold in conjunction with our Virtual Card solution or AP Automation offerings.

Additionally, we provide technology, which

combines and leverages transaction data captured from our virtual, purchasing and T&E card products, to help our customers

analyze and manage their corporate spending.

and long-term stay programs.

corporate lodging program and optimize their investment in travel.

We partner with claims

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).

SECURITIES AND [removed: EXCHANGE COMMISSION][added: EXCHANGE COMMISSION]

For the Fiscal [removed: Year] [added: Year] Ended December 31, [removed: 2024][added: 2025]

| 3280 Peachtree [removed: Road, Suite 2400,] [added: Road, Suite 2400,] | Atlanta, | Georgia | 30305 |

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

| Non-accelerated filer | | ☐ [removed: (Do not check if a smaller reporting company)] | Smaller reporting company | | ☐ |

[removed: $17,904,831,658] [added: $22,608,739,528] as of June 30, [removed: 2024,] [added: 2025,] the last business day of the registrant’s most recently completed second fiscal quarter,

As of February 17, [removed: 2025,] [added: 2026,] there were [removed: 70,249,923] [added: 68,050,296] shares of common stock outstanding.

Portions of the registrant’s definitive Proxy Statement to be delivered to shareholders in connection with the [removed: 2025] [added: 2026] Annual

For The Year Ended December 31, [removed: 2024][added: 2025]

| Item 1. | [removed: [Business](#i942bbb9abf014d1e8b8bdeb28ba8548e_13)] [added: [Business](#i27d5f920da3f4d0c86f822f7ff119dbf_13)] | [removed: [4](#i942bbb9abf014d1e8b8bdeb28ba8548e_13)] [added: [4](#i27d5f920da3f4d0c86f822f7ff119dbf_13)] |

| Item X. | [Executive Officers of the [removed: Registrant](#i942bbb9abf014d1e8b8bdeb28ba8548e_16)] [added: Registrant](#i27d5f920da3f4d0c86f822f7ff119dbf_16)] | [removed: [15](#i942bbb9abf014d1e8b8bdeb28ba8548e_16)] [added: [16](#i27d5f920da3f4d0c86f822f7ff119dbf_16)] |

| Item 1A. | [Risk [removed: Factors](#i942bbb9abf014d1e8b8bdeb28ba8548e_19)] [added: Factors](#i27d5f920da3f4d0c86f822f7ff119dbf_19)] | [removed: [16](#i942bbb9abf014d1e8b8bdeb28ba8548e_19)] [added: [17](#i27d5f920da3f4d0c86f822f7ff119dbf_19)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#i942bbb9abf014d1e8b8bdeb28ba8548e_22)] [added: Comments](#i27d5f920da3f4d0c86f822f7ff119dbf_22)] | [removed: [29](#i942bbb9abf014d1e8b8bdeb28ba8548e_22)] [added: [30](#i27d5f920da3f4d0c86f822f7ff119dbf_22)] |

| Item 1C. | [removed: [Cybersecurity](#i942bbb9abf014d1e8b8bdeb28ba8548e_25)] [added: [Cybersecurity](#i27d5f920da3f4d0c86f822f7ff119dbf_25)] | [removed: [29](#i942bbb9abf014d1e8b8bdeb28ba8548e_25)] [added: [30](#i27d5f920da3f4d0c86f822f7ff119dbf_25)] |

| Item 2. | [removed: [Properties](#i942bbb9abf014d1e8b8bdeb28ba8548e_28)] [added: [Properties](#i27d5f920da3f4d0c86f822f7ff119dbf_28)] | [removed: [31](#i942bbb9abf014d1e8b8bdeb28ba8548e_28)] [added: [32](#i27d5f920da3f4d0c86f822f7ff119dbf_28)] |

| Item 3. | [Legal [removed: Proceedings](#i942bbb9abf014d1e8b8bdeb28ba8548e_31)] [added: Proceedings](#i27d5f920da3f4d0c86f822f7ff119dbf_31)] | [removed: [32](#i942bbb9abf014d1e8b8bdeb28ba8548e_31)] [added: [33](#i27d5f920da3f4d0c86f822f7ff119dbf_31)] |

| Item 4. | [Mine Safety [removed: Disclosures](#i942bbb9abf014d1e8b8bdeb28ba8548e_34)] [added: Disclosures](#i27d5f920da3f4d0c86f822f7ff119dbf_34)] | [removed: [33](#i942bbb9abf014d1e8b8bdeb28ba8548e_34)] [added: [33](#i27d5f920da3f4d0c86f822f7ff119dbf_34)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of [removed: Equity](#i942bbb9abf014d1e8b8bdeb28ba8548e_40) [Securities](#i942bbb9abf014d1e8b8bdeb28ba8548e_40)] [added: Equity](#i27d5f920da3f4d0c86f822f7ff119dbf_40) [Securities](#i27d5f920da3f4d0c86f822f7ff119dbf_40)] | [removed: [34](#i942bbb9abf014d1e8b8bdeb28ba8548e_40)] [added: [34](#i27d5f920da3f4d0c86f822f7ff119dbf_40)] |

| Item 6. | [Selected Financial [removed: Data](#i942bbb9abf014d1e8b8bdeb28ba8548e_43)] [added: Data](#i27d5f920da3f4d0c86f822f7ff119dbf_43)] | [removed: [35](#i942bbb9abf014d1e8b8bdeb28ba8548e_43)] [added: [35](#i27d5f920da3f4d0c86f822f7ff119dbf_43)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i942bbb9abf014d1e8b8bdeb28ba8548e_46)] [added: Operations](#i27d5f920da3f4d0c86f822f7ff119dbf_46)] | [removed: [36](#i942bbb9abf014d1e8b8bdeb28ba8548e_46)] [added: [36](#i27d5f920da3f4d0c86f822f7ff119dbf_46)] |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i942bbb9abf014d1e8b8bdeb28ba8548e_61)] [added: Risk](#i27d5f920da3f4d0c86f822f7ff119dbf_61)] | [removed: [56](#i942bbb9abf014d1e8b8bdeb28ba8548e_61)] [added: [58](#i27d5f920da3f4d0c86f822f7ff119dbf_61)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#i942bbb9abf014d1e8b8bdeb28ba8548e_64)] [added: Data](#i27d5f920da3f4d0c86f822f7ff119dbf_64)] | [removed: [58](#i942bbb9abf014d1e8b8bdeb28ba8548e_64)] [added: [60](#i27d5f920da3f4d0c86f822f7ff119dbf_64)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i942bbb9abf014d1e8b8bdeb28ba8548e_148)] [added: Disclosure](#i27d5f920da3f4d0c86f822f7ff119dbf_154)] | [removed: [101](#i942bbb9abf014d1e8b8bdeb28ba8548e_148)] [added: [109](#i27d5f920da3f4d0c86f822f7ff119dbf_154)] |

| Item 9A. | [Controls and [removed: Procedures](#i942bbb9abf014d1e8b8bdeb28ba8548e_151)] [added: Procedures](#i27d5f920da3f4d0c86f822f7ff119dbf_157)] | [removed: [101](#i942bbb9abf014d1e8b8bdeb28ba8548e_151)] [added: [109](#i27d5f920da3f4d0c86f822f7ff119dbf_157)] |

| Item 9B. | [Other [removed: Information](#i942bbb9abf014d1e8b8bdeb28ba8548e_154)] [added: Information](#i27d5f920da3f4d0c86f822f7ff119dbf_160)] | [removed: [105](#i942bbb9abf014d1e8b8bdeb28ba8548e_154)] [added: [112](#i27d5f920da3f4d0c86f822f7ff119dbf_160)] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i942bbb9abf014d1e8b8bdeb28ba8548e_157)] [added: Inspections](#i27d5f920da3f4d0c86f822f7ff119dbf_163)] | [removed: [105](#i942bbb9abf014d1e8b8bdeb28ba8548e_157)] [added: [112](#i27d5f920da3f4d0c86f822f7ff119dbf_163)] |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#i942bbb9abf014d1e8b8bdeb28ba8548e_163)] [added: Governance](#i27d5f920da3f4d0c86f822f7ff119dbf_169)] | [removed: [106](#i942bbb9abf014d1e8b8bdeb28ba8548e_163)] [added: [113](#i27d5f920da3f4d0c86f822f7ff119dbf_169)] |

| Item 11. | [Executive [removed: Compensation](#i942bbb9abf014d1e8b8bdeb28ba8548e_166)] [added: Compensation](#i27d5f920da3f4d0c86f822f7ff119dbf_172)] | [removed: [106](#i942bbb9abf014d1e8b8bdeb28ba8548e_166)] [added: [113](#i27d5f920da3f4d0c86f822f7ff119dbf_172)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i942bbb9abf014d1e8b8bdeb28ba8548e_169)] [added: Matters](#i27d5f920da3f4d0c86f822f7ff119dbf_175)] | [removed: [106](#i942bbb9abf014d1e8b8bdeb28ba8548e_169)] [added: [113](#i27d5f920da3f4d0c86f822f7ff119dbf_175)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i942bbb9abf014d1e8b8bdeb28ba8548e_172)] [added: Independence](#i27d5f920da3f4d0c86f822f7ff119dbf_178)] | [removed: [106](#i942bbb9abf014d1e8b8bdeb28ba8548e_172)] [added: [113](#i27d5f920da3f4d0c86f822f7ff119dbf_178)] |

| Item 14. | [Principal Accountant Fees and [removed: Services](#i942bbb9abf014d1e8b8bdeb28ba8548e_175)] [added: Services](#i27d5f920da3f4d0c86f822f7ff119dbf_181)] | [removed: [106](#i942bbb9abf014d1e8b8bdeb28ba8548e_175)] [added: [113](#i27d5f920da3f4d0c86f822f7ff119dbf_181)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#i942bbb9abf014d1e8b8bdeb28ba8548e_181)] [added: Schedules](#i27d5f920da3f4d0c86f822f7ff119dbf_187)] | [removed: [107](#i942bbb9abf014d1e8b8bdeb28ba8548e_181)] [added: [114](#i27d5f920da3f4d0c86f822f7ff119dbf_187)] |

| Item 16. | [Form 10-K [removed: Summary](#i942bbb9abf014d1e8b8bdeb28ba8548e_184)] [added: Summary](#i27d5f920da3f4d0c86f822f7ff119dbf_190)] | [removed: [112](#i942bbb9abf014d1e8b8bdeb28ba8548e_184)] [added: [119](#i27d5f920da3f4d0c86f822f7ff119dbf_190)] |

Statements that are not historical facts, including statements about Corpay’s beliefs, [added: assumptions,] expectations and future [removed: performance, are]

[added: performance, are] forward-looking statements.

Forward-looking statements can be identified by the use of words such as [removed: “anticipate,” “intend,”]

[added: “anticipate,” “intend,”] “believe,” “estimate,” “plan,” “seek,” [removed: “project” or] [added: “project,”] “expect,” “may,” “will,” “would,” “could” or “should,” [removed: the negative of these]

[removed: Forward-looking statements are subject to] many uncertainties and other variable circumstances, including those [added: discussed in this report in Item 1A, “Risk Factors,” and]

[removed: and Results] of [removed: Operations,” many of which are outside of] our control, that could cause our actual results and experience to [added: differ materially from any forward-looking statement.]

the future, and whether expected trends, including [added: fluctuations in] retail fuel [removed: prices,] [added: prices and] fuel price spreads, fuel transaction [removed: patterns, electric]

UNITED STATES

(Exact name of registrant as specified in its charter)

| | [Signatures](#i27d5f920da3f4d0c86f822f7ff119dbf_193) | [120](#i27d5f920da3f4d0c86f822f7ff119dbf_193) |

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

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

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

targets;

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

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

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

UNITED STATES

| | [Signatures](#i942bbb9abf014d1e8b8bdeb28ba8548e_187) | [113](#i942bbb9abf014d1e8b8bdeb28ba8548e_187) |

terms or other comparable terminology.

We have based these forward-looking statements largely on our current expectations and projections about future

events.

discussed in this report in Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition

differ materially from any forward-looking statement.

successful strategies if these trends change;

operations;

ITEM 1C. CYBERSECURITY

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.

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 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.

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 (ISO 27001 Brazil and

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.

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.

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

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.

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: 313] [added: 195] holders of record

The Company's Board has approved a stock repurchase program (as updated from time to time, the [removed: "Program") authorizing the][added: "Program"), originally]

[added: announced on February 4, 2016, authorizing the] Company to repurchase its common stock from time to time until [removed: February 4, 2026.][added: December]

[added: On December 18, 2025, the Board authorized] an increase to the aggregate size of the Program by $1.0 billion to [removed: $8.1 billion, and on November 5, 2024, the Board authorized]

[removed: There were] [added: 2025;] 4,211,818 common shares totaling $1.3 billion in 2024; [added: and] 2,597,954 common shares totaling [added: $0.7 billion in 2023]

[added: Repurchased] shares are held as treasury stock on the Company's Consolidated Balance Sheets.

months ended December 31, [removed: 2024] [added: 2025] by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act:

| Period | | Total Number of Shares Purchased1 | | [added: Weighted] Average Price Paid Per Share | | Total Number of Shares Purchased as Part of the Publicly Announced [removed: Plan] [added: Plan1] | | Maximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands) |

| 1 During the quarter ended December 31, [removed: 2024,] [added: 2025,] pursuant to our Stock Incentive Plan, we withheld [removed: 652,548] [added: 776] shares, at [removed: an] [added: a weighted] average price per share of [removed: $374.22,] [added: $286.66,] in order to satisfy employees' tax withholding obligations in connection with the vesting of awards of restricted stock. |

The following graph assumes $100 invested on December 31, [removed: 2019,] [added: 2020,] at the closing price [removed: ($287.72)] [added: ($272.83)] of our common stock on that

[removed: ][added: ]

31, 2026.

$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

repurchased under the Program.

| October 1, 2025 through October 31, 2025 | | 447 | | $287.46 | | 447 | | |

| November 1, 2025 through November 30, 2025 | | 1,051,745 | | $285.29 | | 1,051,745 | | |

| December 1, 2025 through December 31, 2025 | | 655,427 | | $305.16 | | 655,427 | | $1,492,988 |

On January 25, 2024, the Board authorized

an increase to the aggregate size of the Program by another $1.0 billion to $9.1 billion.

Since the beginning of the Program

through December 31, 2024, 33,090,680 shares have been repurchased for an aggregate purchase price of $7.8 billion, leaving

the Company up to $1.3 billion of remaining authorization available under the Program for future repurchases in shares of its

common stock.

$0.7 billion in 2023; and 6,212,410 common shares totaling $1.4 billion in 2022 repurchased under the Program.

Repurchased

| October 1, 2024 through October 31, 2024 | | 581 | | $336.31 | | — | | |

| November 1, 2024 through November 30, 2024 | | 651,967 | | $374.26 | | — | | |

| December 1, 2024 through December 31, 2024 | | — | | $— | | — | | $1,275,399 |

ITEM 9A.

CONTROLS AND PROCEDURES

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.

A company’s internal control over financial reporting includes policies and procedures that: (i) pertain to the maintenance of

records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company, and (iii) 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.

Under the supervision and with the participation of our management, we assessed the effectiveness of our internal control over

financial reporting as of December 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the

Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

A material weakness is a deficiency, or a

combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As of

December 31, 2024, we identified the following material weakness in internal controls:

(1) A material weakness in internal control related to ineffective 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.

We

believe that these control deficiencies were the result of challenges in the prior year implementation of technology

aimed to automate the user access review process.

Specifically, these deficiencies pertained to the completeness and

accuracy of data used in the automated solution and in existing manual user access control processes that lacked

sufficient documentation and formality, as well as insufficient training of information technology personnel

responsible for the execution and documentation of ITGCs.

The material weakness did not result in any identified

misstatements to the financial statements, and there were no changes to previously released financial results.

Based on this material weakness, the Company’s management concluded that at December 31, 2024, the Company’s internal

control over financial reporting was not effective.

The Company’s independent registered public accounting firm, Ernst & Young LLP has issued an adverse audit report on the

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.

During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or executive officer of the Company adopted, modified or

Annual Meeting of Shareholders to be held [removed: June 11, 2025] [added: May 7, 2026] (the “Proxy Statement”).

Information about our Audit Committee [added: may]

[removed: may] be found under the caption “Board Meetings and Committees” in the Proxy Statement.

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

The information in the Proxy Statement set forth under the captions “Director Compensation,” [removed: “2024] [added: “2025] Named Executive Officer

| [Report of Independent Registered Public Accounting [removed: Firm](#i942bbb9abf014d1e8b8bdeb28ba8548e_67)] [added: Firm](#i27d5f920da3f4d0c86f822f7ff119dbf_67)] | [removed: [59](#i942bbb9abf014d1e8b8bdeb28ba8548e_67)] [added: [61](#i27d5f920da3f4d0c86f822f7ff119dbf_67)] |

| [Consolidated Balance Sheets [removed: at](#i942bbb9abf014d1e8b8bdeb28ba8548e_70)] [added: at](#i27d5f920da3f4d0c86f822f7ff119dbf_70)] December 31, [added: 2025 [and](#i27d5f920da3f4d0c86f822f7ff119dbf_70)] 2024 [removed: [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_70) 2023] | [removed: [61](#i942bbb9abf014d1e8b8bdeb28ba8548e_70)] [added: [63](#i27d5f920da3f4d0c86f822f7ff119dbf_70)] |

| [Consolidated Statements of Income for the Years [removed: Ended](#i942bbb9abf014d1e8b8bdeb28ba8548e_73)] [added: Ended](#i27d5f920da3f4d0c86f822f7ff119dbf_73)] December 31, [removed: 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_73)] [added: 2025[,](#i27d5f920da3f4d0c86f822f7ff119dbf_73) 2024 [and](#i27d5f920da3f4d0c86f822f7ff119dbf_73)] 2023 [removed: [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_73) 2022] | [removed: [62](#i942bbb9abf014d1e8b8bdeb28ba8548e_73)] [added: [64](#i27d5f920da3f4d0c86f822f7ff119dbf_73)] |

| [Consolidated Statements of Comprehensive Income for the Years [removed: Ended](#i942bbb9abf014d1e8b8bdeb28ba8548e_76)] [added: Ended](#i27d5f920da3f4d0c86f822f7ff119dbf_76)] December 31, [removed: 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_76)] [added: 2025[,](#i27d5f920da3f4d0c86f822f7ff119dbf_76) 2024 [and](#i27d5f920da3f4d0c86f822f7ff119dbf_76)] 2023 [removed: [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_76) 2022] | [removed: [63](#i942bbb9abf014d1e8b8bdeb28ba8548e_76)] [added: [65](#i27d5f920da3f4d0c86f822f7ff119dbf_76)] |

| [Consolidated Statements of Equity for the Years [removed: Ended](#i942bbb9abf014d1e8b8bdeb28ba8548e_79)] [added: Ended](#i27d5f920da3f4d0c86f822f7ff119dbf_79)] December 31, [removed: 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_79)] [added: 2025[,](#i27d5f920da3f4d0c86f822f7ff119dbf_79) 2024 [and](#i27d5f920da3f4d0c86f822f7ff119dbf_79)] 2023 [removed: [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_79) 2022] | [removed: [64](#i942bbb9abf014d1e8b8bdeb28ba8548e_79)] [added: [66](#i27d5f920da3f4d0c86f822f7ff119dbf_79)] |

| [Consolidated Statements of Cash Flows for the Years [removed: Ended](#i942bbb9abf014d1e8b8bdeb28ba8548e_82)] [added: Ended](#i27d5f920da3f4d0c86f822f7ff119dbf_82)] December 31, [removed: 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_82)] [added: 2025[,](#i27d5f920da3f4d0c86f822f7ff119dbf_82) 2024 [and](#i27d5f920da3f4d0c86f822f7ff119dbf_82)] 2023 [removed: [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_82) 2022] | [removed: [65](#i942bbb9abf014d1e8b8bdeb28ba8548e_82)] [added: [67](#i27d5f920da3f4d0c86f822f7ff119dbf_82)] |

| [Notes to Consolidated Financial [removed: Statements](#i942bbb9abf014d1e8b8bdeb28ba8548e_85)] [added: Statements](#i27d5f920da3f4d0c86f822f7ff119dbf_85)] | [removed: [66](#i942bbb9abf014d1e8b8bdeb28ba8548e_85)] [added: [68](#i27d5f920da3f4d0c86f822f7ff119dbf_85)] |

| [3.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828023005444/ex31certificateofincorpora.htm) | Amended and Restated Certificate of Incorporation of [removed: Corpay] [added: FLEETCOR Technologies, Inc., now known as Corpay, Inc., conformed to reflect amendments through June 9, 2022] (incorporated by reference to Exhibit 3.1 to the registrant’s [removed: Current] [added: Annual] Report on Form [removed: 8-K,] [added: 10-K,] File No. 001-35004, filed with the SEC on [removed: June 14, 2022)] [added: February 28, 2023)] |

| [3.2](https://www.sec.gov/Archives/edgar/data/1175454/000162828024010593/exhibit31certificateofowne.htm) | Certificate of Ownership and [removed: Merger, dated] [added: Merger Merging CPAY Merger Sub, Inc. into FLEETCOR Technologies, Inc., effective on] March [removed: 7,] [added: 24,] 2024 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K, File No. 001-35004, filed with the SEC on March 12, 2024) |

| [3.3](https://www.sec.gov/Archives/edgar/data/1175454/000162828024010593/exhibit32amendedandrestate.htm) | [added: Corpay, Inc.] Amended and Restated [removed: Bylaws of Corpay,] [added: Bylaws,] effective as of March 24, 2024 (incorporated by reference to Exhibit 3.2 to the registrant's Form 8-K, File No. 001-35004, filed with the SEC on March 12, 2024) |

| [removed: [10.7](https://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1017.htm)] [added: [10.13*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1043.htm)] | [removed: Sixth] Amended and Restated [removed: Registration Rights] [added: Employee Noncompetition, Nondisclosure and Developments] Agreement, dated [removed: April 1, 2009,] [added: November 29, 2010,] between FLEETCOR Technologies, Inc. and [removed: each of the stockholders party thereto] [added: Ronald F. Clarke] (incorporated by reference to Exhibit [removed: 10.17] [added: No. 10.43] to Amendment No. [removed: 2] [added: 6] to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on [removed: June 8,] [added: November 30,] 2010) |

| [removed: [10.8](https://www.sec.gov/Archives/edgar/data/1175454/000119312511078175/dex1017.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/1175454/000162828023005444/ex1017equitycompensationpl.htm)*] | [removed: First Amendment to Sixth Amended] [added: Corpay 2010 Equity Compensation Plan, as amended] and [removed: Restated Registration Rights Agreement] [added: restated effective April 13, 2022] (incorporated by reference to Exhibit No. 10.17 to the [removed: registrant’s form] [added: registrant's Form] 10-K, File No. [removed: 001-35004.] [added: 001-35004, filed] with the SEC on [removed: March 25, 2011)] [added: February 28, 2023)] |

| [removed: [10.9](https://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex1037.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex1037.htm)] | Form of Indemnity Agreement to be entered into between Corpay and representatives of its major stockholders (incorporated by reference to Exhibit 10.37 to Amendment No. 3 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 29, 2010) |

| [removed: [10.10](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1038.htm)*] [added: [10.8](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1038.htm)*] | Form of Director Restricted Stock Grant Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.38 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010) |

| [removed: [10.11*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1039.htm)] [added: [10.9*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1039.htm)] | Form of Employee Performance Share Restricted Stock Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.39 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010) |

| [removed: [10.12*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1040.htm)] [added: [10.10*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1040.htm)] | Form of Employee Incentive Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.40 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010) |

| [removed: [10.13*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1041.htm)] [added: [10.11*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1041.htm)] | Form of Employee Non-Qualified Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.41 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010) |

| [removed: [10.14](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1042.htm)*] [added: [10.12](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1042.htm)*] | Form of Director Non-Qualified Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.42 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010) |

| [removed: [10.15*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1043.htm)] [added: [10.17*](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000047/exh104.htm)] | [removed: Amended and Restated Employee Noncompetition, Nondisclosure and Developments Agreement, dated November 29, 2010, between] FLEETCOR Technologies, Inc. [added: Amended] and [added: Restated 2010 Equity Compensation Plan, Key Employee Performance-Based Stock Option Certification to] Ronald F. [removed: Clarke (incorporated] [added: Clarke, dated September 30, 2021(incorporated] by reference to Exhibit [removed: No. 10.43 to Amendment No. 6] [added: 10.4] to the [removed: registrant’s Registration Statement on] [added: registrant's] Form [removed: S-1,] [added: 10-Q,] File No. [removed: 333-166092,] [added: 001-35004,] filed with the SEC on November [removed: 30, 2010)] [added: 9, 2021)] |

| [removed: [10.16](https://www.sec.gov/Archives/edgar/data/1175454/000119312512225964/d330922dex101.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/1175454/000119312512225964/d330922dex101.htm)] | Arrangement Agreement Among FLEETCOR Luxembourg Holdings2 S.À.R.L, FLEETCOR Technologies, Inc. and CTF Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2012) |

| [removed: [10.17](https://www.sec.gov/ix?doc=/Archives/edgar/data/1175454/000162828024008060/flt-20231231.htm)*] [added: [10.56](https://www.sec.gov/Archives/edgar/data/1175454/000162828024046515/ex102amendmenttooptionagre.htm)*] | [removed: Corpay] [added: Corpay, Inc. Amended and Restated] 2010 Equity Compensation Plan, [removed: as amended and restated effective April 13, 2022] [added: Key Employee Performance-Based Stock Option Amended Certification to Ronald F. Clarke, dated October 23, 2024] (incorporated by reference to Exhibit [removed: No. 10.17] [added: 10.2] to the [removed: registrant's] [added: Registrant's] Form [removed: 10-K,] [added: 10-Q,] File No. 001-35004, filed with the SEC on [removed: February 28, 2023)] [added: November 8, 2024)] |

| [removed: [10.18](https://www.sec.gov/Archives/edgar/data/1175454/000119312514147981/d634148ddef14a.htm#toc634148_19)*] [added: [10.16](https://www.sec.gov/Archives/edgar/data/1175454/000119312514147981/d634148ddef14a.htm#toc634148_19)*] | FLEETCOR Technologies, Inc. Section 162(M) Performance—Based Program (incorporated by reference to Annex A to the registrant’s Proxy Statement, File No. 001-35004, filed with the SEC on April 18, 2014) |

| [removed: [10.19*](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000047/exh104.htm)] [added: [10.51](https://www.sec.gov/Archives/edgar/data/1175454/000162828022022016/ex103alankingofferletter.htm)*] | [added: Offer letter, dated May 23, 2022, between] FLEETCOR Technologies, Inc. [removed: Amended] and [removed: Restated 2010 Equity Compensation Plan, Key Employee Performance-Based Stock Option Certification to Ronald F. Clarke, dated September 30, 2021(incorporated] [added: Alan King (incorporated] by reference to Exhibit [removed: 10.4] [added: 10.3] to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on [removed: November] [added: August] 9, [removed: 2021)] [added: 2022)] |

| [removed: [10.20](https://www.sec.gov/Archives/edgar/data/1175454/000119312514406270/d783602dex104.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/1175454/000119312514406270/d783602dex104.htm)] | Credit Agreement, dated October 24, 2014, among FLEETCOR Technologies Operating Company, LLC, as Borrower, FLEETCOR Technologies, Inc., as Parent, FLEETCOR Technologies Operating Company, LLC, as a borrower and guarantor, certain of the our foreign subsidiaries as borrowers, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer and a syndicate of financial institutions (incorporated by reference to Exhibit No. 10.4 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on November 10, 2014) |

| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/1175454/000119312514414305/d822326dex101.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/1175454/000119312514414305/d822326dex101.htm)] | Fifth Amended and Restated Receivables Purchase Agreement, dated November 14, 2014, by and among FLEETCOR Technologies, Inc. and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties (incorporated by reference to Exhibit No. 10.1 to the registrant’s Form 8-K, File No. 001-35004, filed with the SEC on November 17, 2014) |

| [removed: [10.22](https://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1032.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1032.htm)] | Amended and Restated Performance Guaranty dated as of November 14, 2014 made by FLEETCOR Technologies, Inc. and FLEETCOR Technologies Operating Company, LLC, in favor of PNC Bank, National Association, as administrator under the Fifth Amended and Restated Receivables Purchase Agreement (incorporated by reference to Exhibit 10.32 to the registrant’s Form 10-K, File No. 001-35004, filed with the SEC on March 2, 2015) |

| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1033.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1033.htm)] | Amended and Restated Purchase and Sale Agreement dated as of November 14, 2014, among various entities listed on Schedule I thereto, as originators, and FLEETCOR Funding LLC (incorporated by reference to Exhibit 10.33 to the registrant’s Form 10-K, File No. 001-35004, filed with the SEC on March 2, 2015) |

| [removed: [10.24](https://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1034.htm)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1034.htm)] | Receivables Purchase and Sale Agreement dated as of November 14, 2014, among Comdata TN, Inc. and Comdata Network, Inc. of California, as the sellers, and Comdata Inc., as the buyer (incorporated by reference to Exhibit 10.34 to the registrant’s Form 10-K, File No. 001-35004, filed with the SEC on March 2, 2015) |

| [removed: [10.25](https://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1035.htm)] [added: [10.24*](https://www.sec.gov/Archives/edgar/data/1175454/000119312515181886/d896506dex101.htm)] | [removed: Investor Rights Agreement,] [added: Offer Letter,] dated [removed: November 14,] [added: July 29,] 2014, between FLEETCOR Technologies, Inc. and [removed: Ceridian LLC] [added: Armando Lins Netto] (incorporated by reference to Exhibit [removed: 10.35] [added: 10.1] to the registrant’s Form [removed: 10-K,] [added: 10-Q,] File No. 001-35004, filed with the SEC on [removed: March 2,] [added: May 11,] 2015) |

| [removed: [10.26*](https://www.sec.gov/Archives/edgar/data/1175454/000119312515181886/d896506dex101.htm)] [added: [10.54](https://www.sec.gov/Archives/edgar/data/1175454/000162828023017203/ex102tompantherofferletter.htm)*] | Offer [removed: Letter,] [added: letter,] dated [removed: July 29, 2014,] [added: February 24, 2023,] between FLEETCOR Technologies, Inc. and [removed: Armando Lins Netto] [added: Tom Panther] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the [removed: registrant’s] [added: registrant's] Form 10-Q, File No. 001-35004, filed with the SEC on May [removed: 11, 2015)] [added: 10, 2023)] |

| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/1175454/000119312515372089/d34595dex102.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/1175454/000119312515372089/d34595dex102.htm)] | First Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of November 5, 2015, by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties (incorporated by reference to Exhibit 10.2 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on November 9, 2015) |

| [removed: [10.28*](https://www.sec.gov/Archives/edgar/data/1175454/000119312516485752/d18451dex1038.htm)] [added: [10.26*](https://www.sec.gov/Archives/edgar/data/1175454/000119312516485752/d18451dex1038.htm)] | Employee agreement on confidentiality, work product, non-competition, and non-solicitation (incorporated by reference to Exhibit 10.38 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on February 29, 2016) |

| [removed: [10.29](https://www.sec.gov/Archives/edgar/data/1175454/000119312516485752/d18451dex1039.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/1175454/000119312516485752/d18451dex1039.htm)] | Second Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of December 1, 2015, by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties (incorporated by reference to Exhibit 10.39 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on February 29, 2016) |

| [removed: [10.30](https://www.sec.gov/Archives/edgar/data/1175454/000117545416000015/ex101firstamendmenttocredi.htm)] [added: [10.28](https://www.sec.gov/Archives/edgar/data/1175454/000117545416000015/ex101firstamendmenttocredi.htm)] | First Amendment to Credit Agreement and Lender Joinder Agreement, dated as of August 22, 2016, by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on November 9, 2016) |

| [removed: [10.31](https://www.sec.gov/Archives/edgar/data/1175454/000117545417000005/ex1041.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/1175454/000117545417000005/ex1041.htm)] | Second Amendment to Credit Agreement, dated as of January 2017, among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, the other guarantors party hereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other lenders party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 10.41 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on March 1, 2017) |

| [removed: [10.32](https://www.sec.gov/Archives/edgar/data/1175454/000117545417000021/exhibitthirdamendmenttocre.htm)] [added: [10.30](https://www.sec.gov/Archives/edgar/data/1175454/000117545417000021/exhibitthirdamendmenttocre.htm)] | Third Amendment to Credit Agreement, dated as of August 2, 2017, among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, the other guarantors party hereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other lenders party hereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on August 8, 2017) |

| [removed: [10.33](https://www.sec.gov/Archives/edgar/data/1175454/000117545418000007/ex1043.htm)] [added: [10.31](https://www.sec.gov/Archives/edgar/data/1175454/000117545418000007/ex1043.htm)] | Third Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated as of November 14, 2017, by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC, PNC Bank, National Association, as administrator for a group of purchasers and purchase agents, and certain other parties (incorporated by reference to Exhibit 10.43 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on March 1, 2018) |

| [removed: [10.35](https://www.sec.gov/Archives/edgar/data/1175454/000117545418000032/fourthamendmenttocreditagre.htm)] [added: [10.32](https://www.sec.gov/Archives/edgar/data/1175454/000117545418000032/fourthamendmenttocreditagre.htm)] | Fourth Amendment to Credit Agreement, dated August 30, 2018, among FLEETCOR Technologies Operating Company, LLC, FLEETCOR Technologies Operating Company, LLC, FleetCor Technologies, Inc., the designated borrowers party thereto, Cambridge Mercantile Corp. (U.S.A.), the other guarantors party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.2 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 8, 2018) |

| [removed: [10.36](https://www.sec.gov/Archives/edgar/data/1175454/000117545418000032/fleetcorfourthamendmenttofi.htm)] [added: [10.33](https://www.sec.gov/Archives/edgar/data/1175454/000117545418000032/fleetcorfourthamendmenttofi.htm)] | Fourth Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated August 30, 2018, by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties thereto (incorporated by reference to exhibit 10.3 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 8, 2018) |

| [removed: [10.37](https://www.sec.gov/Archives/edgar/data/1175454/000117545419000004/fifthamendment-flt2.htm)] [added: [10.34](https://www.sec.gov/Archives/edgar/data/1175454/000117545419000004/fifthamendment-flt2.htm)] | Fifth Amendment to Credit Agreement, dated as of December 19, 2018, among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party hereto Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner (incorporated by reference to exhibit 10.47 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on March 1, 2019) |

| [10.61](https://www.sec.gov/Archives/edgar/data/1175454/000117545425000025/ex101seventeenthamendmentt.htm) | Seventeenth Amendment to the Credit Agreement, dated as of November 5, 2025 among Corpay Technologies Operating Company, LLC, as the Company, Corpay, Inc., as the Parent, Cambridge Mercantile Corp. (U.S.A.) as the additional borrower, Bank of America, N.A., as administrative agent and the foreign swing line lender, and the other lenders party hereto (incorporated by reference to Exhibit 10.1 of Corpay’s Current Report on Form 8-K filed with the SEC on November 5, 2025) |

| [10.62](https://www.sec.gov/Archives/edgar/data/1175454/000117545425000029/ex103sixthamendedandrestat.htm) | Sixth Amended and Restated Receivables Purchase Agreement, dated November 3, 2025, by and among FLEETCOR FUNDING LLC and CORPAY FUNDING (UK) Limited and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties (incorporated by reference to Exhibit 10.3 of the Registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 10, 2025. |

| | |

| [10.66](https://www.sec.gov/Archives/edgar/data/1175454/000162828024046515/ex102amendmenttooptionagre.htm)* | Corpay, Inc. Amended and Restated 2010 Equity Compensation Plan, Key Employee Performance-Based Stock Option Amended Certification to Ronald F. Clarke, dated October 23, 2024 (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 8, 2024) |

persons on behalf of registrant and in the capacities indicated on February [removed: 27, 2025.][added: 26, 2026.]

| /s/ [removed: TOM PANTHER] [added: PETER WALKER] | | Chief Financial Officer (Principal Financial Officer) |

February 26, 2026.

| Peter Walker | | |

| /s/ DAVID L. BUNCH | | Director |

| David L. Bunch | | |

| | | |

| | | |

February 27, 2025.

| Tom Panther | | |

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

| | |

| --- | --- |

| | |

| | Page |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID:](#i942bbb9abf014d1e8b8bdeb28ba8548e_67) 42[)](#i942bbb9abf014d1e8b8bdeb28ba8548e_67) | [59](#i942bbb9abf014d1e8b8bdeb28ba8548e_67) |

| [Consolidated Balance Sheets at December 31,](#i942bbb9abf014d1e8b8bdeb28ba8548e_70) 2024 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_70) 2023 | [61](#i942bbb9abf014d1e8b8bdeb28ba8548e_70) |

| [Consolidated Statements of Income for the Years Ended December 31,](#i942bbb9abf014d1e8b8bdeb28ba8548e_73) 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_73) 2023 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_73) 2022 | [62](#i942bbb9abf014d1e8b8bdeb28ba8548e_73) |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31,](#i942bbb9abf014d1e8b8bdeb28ba8548e_76) 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_76) 2023 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_76) 2022 | [63](#i942bbb9abf014d1e8b8bdeb28ba8548e_76) |

| [Consolidated Statements of Equity for the Years Ended December 31,](#i942bbb9abf014d1e8b8bdeb28ba8548e_79) 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_79) 2023 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_79) 2022 | [64](#i942bbb9abf014d1e8b8bdeb28ba8548e_79) |

| [Consolidated Statements of Cash Flows for the Years Ended December 31,](#i942bbb9abf014d1e8b8bdeb28ba8548e_82) 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_82) 2023 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_82) 2022 | [65](#i942bbb9abf014d1e8b8bdeb28ba8548e_82) |

| [Notes to Consolidated Financial Statements](#i942bbb9abf014d1e8b8bdeb28ba8548e_85) | [66](#i942bbb9abf014d1e8b8bdeb28ba8548e_85) |

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Corpay, Inc. and subsidiaries (the Company) as of December 31,

2024 and 2023, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three

years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the

Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the

period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

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

(PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal

Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013

framework) and our report dated February 27, 2025 expressed an adverse opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the

Company’s financial statements based on our audits.

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 audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,