Item 2. PROPERTIES

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

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

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

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

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

ITEM 3. LEGAL PROCEEDINGS

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

pending or threatened legal actions, arbitration proceedings, claims, subpoenas and matters relating to compliance with laws

and regulations (collectively, "legal proceedings"). Based on our current knowledge, management presently does not believe

that the liabilities arising from these legal proceedings will have a material adverse effect on our consolidated financial

condition, results of operations or cash flows. However, it is possible that the ultimate resolution of these legal proceedings

could have a material adverse effect on our results of operations and financial condition for any particular period.

FTC Matter

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

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

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

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

primarily related to what the Company believed were unreasonable demands for redress made by the FTC.

On December 20, 2019, the FTC filed a lawsuit in the Northern District of Georgia against the Company and Ron Clarke. See

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

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

relief, consumer redress and costs of suit. On April 17, 2021, the FTC filed a motion for summary judgment. On April 22, 2021,

the United States Supreme Court held unanimously in AMG Capital Management v. FTC that the FTC does not have authority

under current law to seek monetary redress by means of Section 13(b) of the FTC Act, which is the means by which the FTC

has sought such redress in this case. The Company cross-moved for summary judgment regarding the FTC’s ability to seek

monetary or injunctive relief on May 17, 2021. On August 13, 2021, the FTC filed a motion to stay or to voluntarily dismiss

without prejudice the case pending in the Northern District of Georgia in favor of a parallel administrative action under Section

5 of the FTC Act that it filed on August 11, 2021 in the FTC’s administrative process. Apart from the jurisdiction and statutory

change, the FTC’s administrative complaint made the same factual allegations as the FTC’s original complaint filed in

December 2019. The FTC’s administrative action was stayed pending resolution of the case in federal court. On August 9,

2022, the District Court for the Northern District of Georgia granted the FTC's motion for summary judgment as to liability for

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

relief as to both the Company and Ron Clarke.

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

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

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

Circuit appeal. On January 6, 2026, the Eleventh Circuit affirmed the judgment against the Company and affirmed the judgment

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

the full Eleventh Circuit.

The Company continues to believe that the FTC’s claims are without merit and these matters are not and will not be material to

the Company’s financial performance. The Company has incurred and continues to incur legal and other fees related to this

FTC complaint. Any settlement of this matter, or defense against the lawsuit, could involve costs to the Company, including

legal fees, redress, penalties and remediation expenses.

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

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

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

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

losses resulting from, the matters described above.