A Dark Vector Cognition product

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35004


Corpay, Inc.

(Exact name of registrant as specified in its charter)


Delaware72-1074903
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
3280 Peachtree Road, Suite 2400AtlantaGeorgia30305
(Address of principal executive offices)(Zip Code)

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

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockCPAYNYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

ClassOutstanding at May 2, 2024
Common Stock, $0.001 par value70,268,506

Corpay, Inc. and Subsidiaries

FORM 10-Q

For the Three Months Ended March 31, 2024

INDEX

Page
PART I—FINANCIAL INFORMATION
Item 1.FINANCIAL STATEMENTS
Consolidated Balance Sheets at March 31, 2024 (unaudited) and December 31, 20231
Unaudited Consolidated Statements of Income for the Three Months Ended March 31, 2024 and 20232
Unaudited Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2024 and 20233
Unaudited Consolidated Statements of Equity for the Three Months Ended March 31, 2024 and 20234
Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2024 and 20235
Notes to Unaudited Consolidated Financial Statements6
Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS23
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK42
Item 4.CONTROLS AND PROCEDURES42
PART II—OTHER INFORMATION
Item 1.LEGAL PROCEEDINGS44
Item 1A.RISK FACTORS45
Item 2.UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASE OF EQUITY SECURITIES45
Item 3.DEFAULTS UPON SENIOR SECURITIES45
Item 4.MINE SAFETY DISCLOSURES45
Item 5.OTHER INFORMATION45
Item 6.EXHIBITS46
SIGNATURES47

PART I—FINANCIAL INFORMATION

Next: Item 1. Financial Statements