Item 1. Financial Statements

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Item 1. Financial Statements

Corpay, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Par Value Amounts)


	March 31, 2026		December 31, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	2,536,812	$	2,408,097
Restricted cash	6,279,515		6,583,843
Accounts and other receivables (less allowance for credit losses of $186,702 at March 31, 2026 and $170,957 at December 31, 2025)	2,630,917		2,145,679
Securitized accounts receivable—restricted for securitization investors	2,144,000		1,823,000

Prepaid expenses and other current assets	1,045,865		1,002,621

Total current assets	14,637,109		13,963,240
Property and equipment, net	468,544		472,310
Goodwill	7,340,980		7,564,822
Other intangibles, net	3,057,608		3,237,729
Investments	586,698		601,942
Other assets	573,851		568,092
Total assets	$	26,664,790	$	26,408,135
Liabilities and equity
Current liabilities:
Accounts payable	$	2,100,756	$	1,564,548
Accrued expenses	614,395		606,600
Customer deposits	7,852,839		8,118,566
Securitization facility	2,144,000		1,823,000
Current portion of notes payable and lines of credit	1,609,770		1,522,530

Other current liabilities	667,517		661,433
Total current liabilities	14,989,277		14,296,677
Notes payable and other obligations, less current portion	6,606,870		6,656,157
Deferred income taxes	595,880		614,345
Other noncurrent liabilities	609,261		612,279
Total noncurrent liabilities	7,812,011		7,882,781
Commitments and contingencies (Note 12)
Redeemable noncontrolling interest	308,000		302,000
Stockholders’ equity:
Common stock, $0.001 par value; 475,000,000 shares authorized; 132,343,086 shares issued and 66,133,765 shares outstanding at March 31, 2026; and 132,186,610 shares issued and 68,362,289 shares outstanding at December 31, 2025	132		132
Additional paid-in capital	4,009,290		3,970,077
Retained earnings	10,611,840		10,264,751
Accumulated other comprehensive loss	(1,358,886)		(1,392,154)
Less treasury stock, 66,209,321 shares at March 31, 2026 and 63,824,321 shares at December 31, 2025	(9,752,248)		(8,958,942)
Total Corpay stockholders’ equity	3,510,128		3,883,864
Noncontrolling interest	45,374		42,813
Total equity	3,555,502		3,926,677
Total liabilities, redeemable noncontrolling interest and equity	$	26,664,790	$	26,408,135


See accompanying notes to unaudited consolidated financial statements.

Corpay, Inc. and Subsidiaries

Unaudited Consolidated Statements of Income

(In Thousands, Except Per Share Amounts)


	Three Months Ended March 31,
	2026		2025
Revenues, net	$	1,260,987	$	1,005,667
Expenses:
Processing	272,062		221,844
Selling	148,207		107,557
General and administrative	203,799		156,959
Depreciation and amortization	114,826		92,188
Other operating, net	7,351		(5)
Gain on disposition, net	121,423		—
Operating income	636,165		427,124
Other expenses:
Other expense, net	21,048		4,095
Interest expense, net	110,100		93,922
Loss on extinguishment of debt	—		1,596
Total other expenses, net	131,148		99,613
Income before income taxes	505,017		327,511
Provision for income taxes	151,303		83,636
Net income	353,714		243,875
Less: Net income attributable to noncontrolling interest	3,648		642
Net income attributable to Corpay	$	350,066	$	243,233
Earnings per share:
Basic earnings per share attributable to Corpay*	$	5.14	$	3.46
Diluted earnings per share attributable to Corpay*	$	5.07	$	3.40
Weighted average shares outstanding:
Basic shares	67,541		70,316
Diluted shares	68,443		71,558

*Basic and diluted earnings per share amounts are determined under the two-class method.

See accompanying notes to unaudited consolidated financial statements.

Corpay, Inc. and Subsidiaries

Unaudited Consolidated Statements of Comprehensive Income

(In Thousands)


	Three Months Ended March 31,
	2026		2025
Net income	$	353,714	$	243,875
Other comprehensive income:
Foreign currency translation (losses) gains, net of tax	(11,120)		153,610
Reclassification of accumulated foreign currency translation losses to net income as a result of the sale of a foreign entity (Note 15)	6,249		—
Net change in derivative contracts, net of tax	40,075		(41,119)
Total other comprehensive income, net of tax	35,204		112,491
Total comprehensive income	388,918		356,366
Comprehensive income attributable to noncontrolling interests	2,561		5,140
Comprehensive income attributable to Corpay	$	386,357	$	351,226

See accompanying notes to unaudited consolidated financial statements.

Corpay, Inc. and Subsidiaries

Unaudited Consolidated Statements of Equity

(In Thousands)


	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Corpay Stockholders' Equity		Noncontrolling Interest1		Total Equity
Balance at December 31, 2025	$	132	$	3,970,077	$	10,264,751	$	(1,392,154)	$	(8,958,942)	$	3,883,864	$	42,813	$	3,926,677
Net income	—		—		350,066		—		—		350,066		625		350,691
Other comprehensive income, net of tax	—		—		—		33,268		—		33,268		1,936		35,204


Acquisition of common stock	—		—		—		—		(793,306)		(793,306)		—		(793,306)
Stock-based compensation	—		27,495		—		—		—		27,495		—		27,495
Issuance of common stock	—		11,718		—		—		—		11,718		—		11,718
Remeasurement to redemption value on redeemable noncontrolling interest	—		—		(2,977)		—		—		(2,977)		—		(2,977)
Balance at March 31, 2026	$	132	$	4,009,290	$	10,611,840	$	(1,358,886)	$	(9,752,248)	$	3,510,128	$	45,374	$	3,555,502


	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Corpay Stockholders' Equity		Noncontrolling Interest		Total Equity
Balance at December 31, 2024	$	131	$	3,811,131	$	9,196,405	$	(1,713,996)	$	(8,171,329)	$	3,122,342	$	23,647	$	3,145,989
Net income	—		—		243,233		—		—		243,233		642		243,875
Other comprehensive income, net of tax	—		—		—		107,994		—		107,994		4,497		112,491
Change in controlling interest of investment, net	—		(11,460)		—		—		—		(11,460)		11,460		—
Acquisition of common stock	—		—		—		—		(58,718)		(58,718)		—		(58,718)
Stock-based compensation	—		18,366		—		—		—		18,366		—		18,366
Issuance of common stock	1		32,078		—		—		—		32,079		—		32,079
Balance at March 31, 2025	$	132	$	3,850,115	$	9,439,638	$	(1,606,002)	$	(8,230,047)	$	3,453,836	$	40,246	$	3,494,082

1 Excludes redeemable noncontrolling interest of $308 million classified as mezzanine equity at March 31, 2026. See Note 1 for additional information.

See accompanying notes to unaudited consolidated financial statements.

Corpay, Inc. and Subsidiaries

Unaudited Consolidated Statements of Cash Flows

(In Thousands)


	Three Months Ended March 31,
	2026		2025
Operating activities
Net income	$	353,714	$	243,875
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation	35,377		28,396
Stock-based compensation	27,495		18,366
Provision for credit losses on accounts and other receivables	42,350		30,661
Amortization of deferred financing costs and discounts	3,715		2,274
Amortization of intangible assets and premium on receivables	79,449		63,792
Loss on extinguishment of debt	—		1,596

Deferred income taxes	30,147		(7,983)
Gain on disposition of business	(121,423)		—
Other non-cash operating expense (income), net	24,406		(46)
Changes in operating assets and liabilities (net of acquisitions/disposition):
Accounts and other receivables	(843,811)		(565,649)
Prepaid expenses and other current assets	39,033		(27,266)
Derivative assets and liabilities, net	(38,044)		10,442
Other assets	(138)		991
Accounts payable, accrued expenses and customer deposits	311,110		126,400
Net cash used in operating activities	(56,620)		(74,151)
Investing activities
Acquisitions, net of cash acquired	—		(153,719)
Purchases of property and equipment	(51,092)		(44,771)
Proceeds from disposal of a business, net of cash disposed	420,210		—

Other	—		14,572
Net cash provided by (used in) investing activities	369,118		(183,918)
Financing activities
Proceeds from issuance of common stock	11,718		32,079
Repurchase of common stock	(785,971)		(58,718)
Borrowings on securitization facility, net	321,000		146,000
Deferred financing costs	(349)		(10,827)
Proceeds from notes payable	—		750,000
Principal payments on notes payable	(51,535)		(49,285)
Borrowings from revolver	3,177,000		2,454,000
Payments on revolver	(3,135,000)		(3,120,000)
Borrowings on swing line of credit, net	46,678		—

Other	285		(952)
Net cash (used in) provided by financing activities	(416,174)		142,297
Effect of foreign currency exchange rates on cash	(71,937)		42,850
Net decrease in cash and cash equivalents and restricted cash	(175,613)		(72,922)
Cash and cash equivalents and restricted cash, beginning of period	8,991,940		4,456,345
Cash and cash equivalents and restricted cash, end of period	$	8,816,327	$	4,383,423
Supplemental cash flow information
Cash paid for interest	$	136,288	$	119,022
Cash paid for income taxes	$	102,807	$	114,745



See accompanying notes to unaudited consolidated financial statements.

Corpay, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

March 31, 2026

1. Summary of Significant Accounting Policies

Basis of Presentation

Throughout this Quarterly Report on Form 10-Q, the terms "our," "we," "us," and the "Company" refers to Corpay, Inc. and its subsidiaries. The Company prepared the accompanying unaudited interim consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited interim consolidated financial statements reflect all adjustments considered necessary for fair presentation. These adjustments consist of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Actual results may differ from these estimates.

The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Except as disclosed in these accompanying notes, there have been no material changes to the information disclosed in the Notes contained within our Annual Report on Form 10-K for the year ended December 31, 2025.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. These financial statements were prepared using information reasonably available to us as of March 31, 2026 and through the date of this Quarterly Report. The accounting estimates used in the preparation of the Company’s interim consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results may differ from these estimates.

Foreign Currency Translation

Assets and liabilities of foreign subsidiaries as well as intra-entity balances denominated in foreign currency and designated for long-term investment are translated into U.S. dollars at the rates of exchange in effect at period-end. The related translation adjustments are recorded to accumulated other comprehensive loss. Income and expenses are translated at the average monthly rates of exchange in effect during the year. Gains and losses from foreign currency transactions of these subsidiaries are included in net income. The Company recognized net foreign exchange losses, which are recorded within other expense, net in the Unaudited Consolidated Statements of Income, for the three months ended March 31, 2026 and 2025 as follows (in millions):


	Three Months Ended March 31,
	2026		2025
Foreign exchange losses	$	0.8	$	3.8

The Company recorded foreign currency gains and losses on long-term intra-entity transactions included as a component of foreign currency translation (gains) losses, net of tax, in the Unaudited Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025 as follows (in millions):


	Three Months Ended March 31,
	2026		2025
Foreign currency (gains) losses on long-term intra-entity transactions	$	(63.7)	$	27.7

Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to amounts within the Unaudited Consolidated Statements of Cash Flows (in thousands):


	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	2,536,812	$	2,408,097
Restricted cash	6,279,515		6,583,843
Total cash and cash equivalents and restricted cash	$	8,816,327	$	8,991,940

Financial Instruments - Credit Losses

The Company accounts for financial assets' expected credit losses in accordance with Accounting Standards Codification (ASC) 326, "Financial Instruments - Credit Losses." The Company’s financial assets subject to credit losses are primarily trade receivables. The Company utilizes a combination of aging and loss-rate methods to develop an estimate of current expected credit losses, depending on the nature and risk profile of the underlying asset pool, based on product, size of customer and historical losses. Expected credit losses are estimated based upon an assessment of risk characteristics, historical payment experience and the age of outstanding receivables, adjusted for forward-looking economic conditions. The allowances for remaining financial assets measured at amortized cost basis are evaluated based on underlying financial condition, credit history and current and forward-looking economic conditions. The estimation process for expected credit losses includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing of payment, contract terms and conditions, changes in specific customer risk profiles or mix of customers, geographic risk, economic trends and relevant environmental factors. The Company's provision for credit losses is recorded within processing expenses in the Unaudited Consolidated Statements of Income.

Revenue

The Company's revenue is generally reported net of the cost for underlying products and services purchased through its payment solutions. In this report, the Company refers to this net revenue as "revenue." Revenues from contracts with customers, within the scope of ASC 606, "Revenue Recognition", represent approximately 79% and 86% of total consolidated revenues, net, for the three months ended March 31, 2026 and 2025, respectively. In its cross-border payments business, the Company enters into foreign currency forwards, option derivative contracts and swaps for its customers to facilitate future payments in foreign currencies. These contracts are accounted for in accordance with ASC 815, "Derivatives and Hedging" and represent approximately 15% and 7% of total consolidated revenues for the three months ended March 31, 2026 and 2025, respectively. Additionally, the Company accounts for revenue from late fees and finance charges, in jurisdictions where permitted under local regulations, primarily in the U.S., Canada and Brazil, in accordance with ASC 310, "Receivables." Such fees are recognized net of a provision for estimated uncollectible amounts, at the time the fees and finance charges are assessed and services are provided and represent approximately 3% and 4% of total consolidated revenues, net for the three months ended March 31, 2026 and 2025, respectively. The Company's remaining revenue represents float revenue earned on invested customer funds in jurisdictions where permitted. Such revenue represented approximately 3% of consolidated revenues, net for each of the three months ended March 31, 2026 and 2025.

Disaggregation of Revenues

Revenues, net by segment for the three months ended March 31, 2026 and 2025 was as follows (in millions, except percentages):


Revenues, net by Segment*	Three Months Ended March 31,
	2026		%		2025		%
Corporate Payments	$	503.9	40	%	$	345.1	34	%
Vehicle Payments	563.9		45	%	474.3		47	%
Lodging Payments	111.0		9	%	110.2		11	%
Other	82.2		7	%	76.0		8	%
Consolidated revenues, net	$	1,261.0	100	%	$	1,005.7	100	%

*Columns may not calculate due to rounding. Segment results for 2025 have been recast to conform with current period segment presentation as discussed in Note 11.

Revenue by geography for the three months ended March 31, 2026 and 2025 was as follows (in millions, except percentages):


Revenues, net by Geography*	Three Months Ended March 31,
	2026		%		2025		%
United States	$	543.5	43	%	$	507.2	50	%
Brazil	211.2		17	%	162.6		16	%
United Kingdom	204.8		16	%	146.0		15	%
Other	301.5		24	%	189.9		19	%
Consolidated revenues, net	$	1,261.0	100	%	$	1,005.7	100	%


*Columns may not calculate due to rounding.

Contract Liabilities

Deferred revenue contract liabilities for customers subject to ASC 606 were $38.8 million and $43.1 million as of March 31, 2026 and December 31, 2025, respectively. We expect to recognize approximately $33.4 million of these amounts in revenues within 12 months and the remaining $5.4 million over the next five years as of March 31, 2026. Revenue recognized in the three months ended March 31, 2026 that was included in the deferred revenue contract liability as of December 31, 2025 was approximately $20.1 million.

Spot Trade Offsetting

The Company uses spot trades to facilitate cross-currency corporate payments. The Company applies offsetting to spot trade assets and liabilities associated with contracts that include master netting agreements with the same counterparty, as a right of setoff exists, which the Company believes to be enforceable. As such, the Company has netted spot trade liabilities against spot trade receivables at the counterparty level. The Company recognizes all spot trade assets, net in accounts receivable and all spot trade liabilities, net in accounts payable, each net at the counterparty level, in its Consolidated Balance Sheets at their fair value. The following table presents the Company’s spot trade assets and liabilities at their fair value at March 31, 2026 and December 31, 2025 (in millions):


	March 31, 2026						December 31, 2025
	Gross		Offset on the Balance Sheet		Net		Gross		Offset on the Balance Sheet		Net
Assets
Accounts Receivable	$	6,061.3	$	(5,752.0)	$	309.3	$	5,285.7	$	(5,086.5)	$	199.2
Liabilities
Accounts Payable	$	5,910.1	$	(5,752.0)	$	158.1	$	5,194.1	$	(5,086.5)	$	107.6

Redeemable Noncontrolling Interest

In April 2025, the Company expanded its long-standing strategic partnership agreement with Mastercard Incorporated ("Mastercard") to deliver an enhanced suite of corporate cross-border payment solutions. The transaction also included an investment in the Company's cross-border payments business with Mastercard acquiring a 2.3% noncontrolling interest in the cross-border payments business for $300 million. The investment into the Company’s cross-border payments business closed on December 1, 2025, and the cash associated with the investment was presented as cash flows provided by financing activities in the Company's Unaudited Consolidated Statements of Cash Flows.

Mastercard has the right to sell, or put, its interest back to the Company for six months starting on August 1, 2027. If Mastercard does not exercise the put right, the Company will have a reciprocal call right to repurchase the interest for six months starting on May 1, 2028. In each case, the redemption price is the amount of invested capital plus 8% per annum, compounded annually. The call and put rights are considered clearly and closely related to the noncontrolling interest and are not separated as bifurcated derivatives.

The carrying amount of the redeemable noncontrolling interest is adjusted to its full redemption value through to retained earnings at the end of each reporting period, which is a non-cash financing activity. The following table presents a reconciliation of the changes in the redeemable noncontrolling interest balance (in thousands):


	Redeemable Noncontrolling Interest
Balance at December 31, 2025	$	302,000

Net income attributable to redeemable noncontrolling interest	3,023
Adjustment to redemption value (non-cash)	2,977


Balance at March 31, 2026	$	308,000

Equity Method Investments

The Company recognized net losses related to its equity method investments of $17.1 million during the three months ended March 31, 2026, which were recorded within other expense, net in the Unaudited Consolidated Statements of Income. The impact of the Company's equity method investments was not material for the three months ended March 31, 2025.

Adoption of New Accounting Standard

Financial Instruments - Credit Losses

In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updated ("ASU") No. 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05"). ASU 2025-05 provides a practical expedient that allows entities to assume conditions existing as of the balance sheet date remain unchanged over the life of the asset when estimating credit losses for current trade receivables and current contract assets arising from transactions accounted for under Topic 606. The amendments are effective on a prospective basis for fiscal years beginning after December 15, 2025, and for interim periods within those fiscal years, with early adoption permitted. The Company adopted this ASU on January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on the Company's consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses" ("ASU 2024-03"). ASU 2024-03, among other items, requires additional financial statement disclosures in tabular format disaggregating information about prescribed categories (including employee compensation, depreciation and amortization) underlying any relevant income statement expense captions. ASU 2024-03 is effective on a prospective basis for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption and retrospective application permitted. We are currently evaluating the impact this guidance will have on the disclosures within our consolidated financial statements.

Internal-use Software

In September 2025, the FASB issued ASU No. 2025-06, "Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software" ("ASU 2025-06"). ASU 2025-06 updates requirements for capitalizing internal-use software costs by replacing the current stage-based model with a principles-based approach. Under ASU 2025-06, the prescriptive software development stages (e.g., preliminary project stage, application development stage) are eliminated, and instead capitalization must begin when management authorizes and commits to funding the project and it is probable the project will be completed and used as intended. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. ASU 2025-06 may be applied prospectively, on a modified retrospective basis for in-process projects, or retrospectively. We are currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.

Derivatives and Other Scoping and Hedging Improvements

In September 2025, the FASB issued ASU No. 2025-07, "Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract" ("ASU 2025-07"). ASU 2025-07 excludes from derivative accounting certain non-exchange-traded contracts, the underlyings of which are based on operations or activities of the parties to the contract, with various notable exceptions including puts and calls on debt instruments. ASU 2025-07 also clarifies that the noncash consideration guidance of Topic 606 should apply initially to noncash share-based consideration received from a customer for transferred goods or services until the right to receive such consideration becomes unconditional. ASU 2025-07 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. ASU 2025-07 may be applied prospectively or on a modified retrospective basis. We are currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU No. 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements" ("ASU 2025-09"). ASU 2025-09 includes five amendments to hedge accounting intended to better enable entities to achieve and maintain hedge accounting. These amendments include, but are not limited to, the FASB's expansion of hedged risks permitted to be aggregated in a group of forecasted transactions in a cash flow hedge from having a shared risk to similar risk exposure and the establishment of a hedging model for "choose your rate debt." ASU 2025-09 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. ASU 2025-09 is applied prospectively. We are currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.

2. Accounts and Other Receivables

The Company's accounts receivable and securitized accounts receivable include the following at March 31, 2026 and December 31, 2025 (value in thousands):


	March 31, 2026		December 31, 2025
Gross domestic accounts receivable	$	834,154	$	661,167
Gross domestic securitized accounts receivable	2,144,000		1,823,000
Gross foreign receivables	1,983,465		1,655,469


Total gross receivables	4,961,619		4,139,636
Less allowance for credit losses	(186,702)		(170,957)
Net accounts and securitized accounts receivables	$	4,774,917	$	3,968,679

The Company, through Corpay Technologies Operating Company, LLC ("CTOC") and certain of its other subsidiaries, maintains a $2.3 billion revolving trade accounts receivable securitization facility (as amended from time to time, the "Securitization Facility"). Accounts receivable collateralized within our Securitization Facility relate to trade accounts receivable resulting primarily from charge card activity and other customer receivables in the U.S. and the U.K. Pursuant to the terms of the Securitization Facility, certain U.S.-based originators transfer in the form of a sale certain of their domestic receivables, on a revolving basis, to FLEETCOR Funding LLC ("Funding"), a wholly-owned bankruptcy remote consolidated subsidiary. In turn, Funding transfers in the form of a sale, on a revolving basis, a proportionate undivided ownership interest in this pool of accounts receivable to unrelated transferees (i.e., multi-seller banks and asset-backed commercial paper conduits). Funding retains a residual, subordinated interest in cash flow distribution from the transferred receivables and provides to the transferees an incremental pledge of unsold receivables as a form of over-collateralization to enhance the credit of the transferred receivables. Purchases by the banks and conduits may be financed with the sale of highly-rated commercial paper.

The Company utilizes proceeds from the securitized assets as an alternative to other forms of financing to reduce its overall borrowing costs. CTOC has agreed to continue servicing the sold receivables for the transferees at market rates, which approximates CTOC’s cost of servicing. Funding determines the level of funding achieved by the sale of accounts receivable, subject to a maximum amount. As the Company maintains certain continuing involvement in the transferred/sold receivables, it does not derecognize the receivables from its Consolidated Balance Sheets. Instead, the Company records cash proceeds and any residual interest received as a Securitization Facility liability.

The Company’s Unaudited Consolidated Balance Sheets and Statements of Income reflect the activity related to securitized accounts receivable and the corresponding securitized debt, including interest income, fees generated from late payments, provision for losses on accounts receivable and interest expense. The cash flows from borrowings and repayments associated with the securitized debt are presented as cash flows from financing activities. The maturity date for the Company's Securitization Facility is the earlier of November 3, 2028 or the first maturity date of any loan under the Company's Credit Agreement, which is June 24, 2027.

A roll forward of the Company’s allowance for credit losses related to accounts receivable for the three months ended March 31, 2026 and 2025 is as follows (in thousands):


	2026		2025
Allowance for credit losses beginning of period	$	170,957	$	133,757
Provision for credit losses	42,350		30,661
Write-offs	(30,710)		(24,650)
Recoveries	1,860		1,533
Impact of foreign currency	2,245		4,943

Allowance for credit losses end of period	$	186,702	$	146,244

The provision for credit losses and write-offs increased during the three months ended March 31, 2026 versus the comparable prior period primarily due to the growth of the business, as credit loss expense as a percentage of spend was consistent with the

comparable prior period. Write-offs include receivables for which a full allowance was previously provided.

3. Fair Value Measurements

The following table presents the Company’s financial assets and liabilities which are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 (in thousands):


	Fair Value		Level 1		Level 2		Level 3
March 31, 2026
Assets:
Overnight deposits	$	192,943	$	—	$	192,943	$	—
Money market	401,494		—		401,494		—
Certificates of deposit	618,473		—		618,473		—
Treasury bills	277,623		—		277,623		—
Interest rate swaps	5,394		—		5,394		—
Cross-currency interest rate swap	13,361		—		13,361		—
Foreign exchange, interest rate and commodity contracts	1,057,432		—		1,057,432		—
Total assets	$	2,566,720	$	—	$	2,566,720	$	—
Cash collateral for foreign exchange contracts	$	190,644
Liabilities:
Interest rate swaps	$	10,743	$	—	$	10,743	$	—
Cross-currency interest rate swap	112,072		—		112,072		—
Foreign exchange, interest rate and commodity contracts	725,401		—		725,401		—
Total liabilities	$	848,216	$	—	$	848,216	$	—
Cash collateral obligation for foreign exchange contracts	$	297,082

December 31, 2025
Assets:
Overnight deposits	$	192,427	$	—	$	192,427	$	—
Money market	399,401		—		399,401		—
Certificates of deposit	371,843		—		371,843		—
Treasury bills	360,085		—		360,085		—
Interest rate swaps	1,265		—		1,265		—
Cross-currency interest rate swap	13,361		—		13,361		—
Foreign exchange, interest rate and commodity contracts	949,026		—		949,026		—
Total assets	$	2,287,408	$	—	$	2,287,408	$	—
Cash collateral for foreign exchange contracts	$	175,158
Liabilities:
Interest rate swaps	$	24,443	$	—	$	24,443	$	—
Cross-currency interest rate swap	149,742		—		149,742		—
Foreign exchange, interest rate and commodity contracts	655,039		—		655,039		—
Total liabilities	$	829,224	$	—	$	829,224	$	—
Cash collateral obligation for foreign exchange contracts	$	356,712

The level within the fair value hierarchy and the measurement technique are reviewed quarterly. The valuation techniques and inputs used to estimate the fair value of the Company's Level 2 assets and liabilities are consistent with those used at December 31, 2025. Transfers between levels are deemed to have occurred at the end of the quarter. There were no transfers between fair value levels during the periods presented for March 31, 2026 and December 31, 2025.

The Company regularly evaluates the carrying value of its investments. The carrying amount of investments without readily determinable fair values was $586.7 million and $601.9 million at March 31, 2026 and December 31, 2025, respectively.

4. Stockholders' Equity

The Company's Board of Directors (the "Board") has approved a stock repurchase program (as updated from time to time, the "Program") authorizing the Company to repurchase its common stock from time to time until December 31, 2026.

During the three months ended March 31, 2026, the Company repurchased 2.4 million shares for an aggregate purchase price of $786.0 million. Since the beginning of the Program through March 31, 2026, 38.0 million shares have been repurchased for an aggregate purchase price of $9.4 billion, leaving the Company up to $0.7 billion of remaining authorization available under the Program for future repurchases of shares of its common stock as of March 31, 2026. On April 23, 2026, the Board authorized an increase to the aggregate size of the Program by $1.0 billion to an aggregate authorization of $11.1 billion.

5. Stock-Based Compensation

The following table summarizes the expense recognized within general and administrative expenses in the Unaudited Consolidated Statements of Income related to stock-based compensation for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026		2025
Stock options	$	7,980	$	5,314
Restricted stock	19,515		13,052
Stock-based compensation	$	27,495	$	18,366

The tax benefits recorded on stock-based compensation, inclusive of the tax benefits upon the exercises of options and vesting of restricted stock were $5.3 million and $16.1 million for the three months ended March 31, 2026 and 2025, respectively.

The following table summarizes the Company’s total unrecognized compensation cost related to outstanding stock awards as of March 31, 2026 (cost in thousands):


	Unrecognized Compensation Cost		Weighted Average Period of Expense Recognition Remaining (in Years)
Stock options	$	57,032	1.90
Restricted stock	67,390		0.83
Total	$	124,422

Stock Options

The following summarizes the changes in the number of shares of stock options outstanding for the three months ended March 31, 2026 (shares and aggregate intrinsic value in thousands):


	Shares	Weighted Average Exercise Price		Options Exercisable at End of Period	Weighted Average Exercise Price of Exercisable Options		Weighted Average Fair Value of Options Granted During the Period		Aggregate Intrinsic Value
Outstanding at December 31, 2025	2,593	$	227.70	1,551	$	185.93			$	206,036
Granted	143	334.35					$	102.36
Exercised	(54)	216.38							$	6,756
Forfeited	—	—
Outstanding at March 31, 2026	2,682	$	233.62	1,658	$	191.79			$	182,294
Expected to vest as of March 31, 2026	1,024	$	301.35

The aggregate intrinsic value of stock options exercisable at March 31, 2026 was $167.1 million. The weighted average remaining contractual term of options exercisable at March 31, 2026 was 2.9 years.

Restricted Stock

The following table summarizes the changes in the number of shares of restricted stock awards and restricted stock units outstanding for the three months ended March 31, 2026 (shares in thousands):


	Shares	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2025	343	$	304.83
Granted	158	332.02
Cancelled	(8)	354.07
Issued	(102)	300.37
Outstanding at March 31, 2026	391	$	316.03

6. Acquisitions and Investments

2025 Acquisitions

Gringo Acquisition

In February 2025, the Company acquired 100% of Gringo, a leading Brazil-based vehicle registration and compliance payment company, for approximately $153.7 million, net of cash and cash equivalents acquired of approximately $10.2 million. Immediately prior to the acquisition, the Company infused capital equal to the purchase price into Zapay, one of the Company's less than wholly owned subsidiaries, in order for Zapay to complete the acquisition of Gringo. As a result of the capital infusion by the Company, the Company's controlling interest in Zapay increased to approximately 86%. This transaction, which was accounted for separately from the business acquisition, was recorded as an equity transaction. The Company financed the acquisition using available cash. Results from the Gringo acquisition have been included in the Company's Vehicle Payments segment from the date of acquisition.

The Gringo acquisition was accounted for as a business combination. None of the goodwill attributable to the acquisition of Gringo is deductible for tax purposes. Noncompete agreements signed in conjunction with this acquisition were accounted for separately from the business acquisition. There were no material measurement period adjustments recorded during the three months ended March 31, 2026 related to the Gringo acquisition.

The following table summarizes the acquisition accounting for the Gringo acquisition noted above (in thousands):


Trade and other receivables	$	8,591
Prepaid expenses and other current assets	4,284
Other long term assets	847
Goodwill	129,885
Intangibles	24,270
Accounts payable	(1,370)
Other current liabilities	(5,036)
Other noncurrent liabilities	(8,557)


Total consideration paid	$	152,914

The fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):


	Useful Lives (in Years)	Value
Trade names and trademarks - indefinite lived	N/A	$	13,457

Proprietary technology	5	3,360
Customer and vendor relationships	2 to 20	7,453
		$	24,270

Alpha Acquisition

In July 2025, the Company announced, pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers a firm intention to make a cash offer to acquire 100% of Alpha Group International plc (LSE: ALPHA) ("Alpha") to be effected by means of a court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the United Kingdom Companies Act 2006. Alpha is a leading provider of business-to-business ("B2B") cross-border foreign exchange solutions to corporations and

investment funds in the U.K. and Europe. Alpha pioneered alternative bank accounts as a simpler, faster way for investment managers to fund their investments and pay expenses anywhere in Europe.

On October 31, 2025, Corpay completed the acquisition of all of the ordinary shares of Alpha for £42.50 in cash for each Alpha share upon the terms as described in the Rule 2.7 Announcement, resulting in an aggregate purchase price of approximately £1.8 billion, or $2.4 billion. The aggregate cash consideration paid in the transaction was funded with borrowings under the Company's credit facility.

The Alpha acquisition was accounted for as a business combination. Total consideration was approximately $2.1 billion, net of cash and cash equivalents and restricted cash acquired of $4.5 billion. The primary areas of the preliminary acquisition accounting that are not yet finalized relate to the following: (i) finalizing the review and valuation of intangible assets, including key assumptions, inputs and estimates, and certain useful life assumptions, including customer attrition rates, (ii) finalizing the Company's estimate of the impact of acquisition accounting on deferred income taxes or liabilities, (iii) finalizing the Company's review of certain working capital accounts acquired, and (iv) finalizing the evaluation and valuation of certain legal matters and/or other loss contingencies, including those that the Company may not yet be aware of but that meet the requirement to qualify as a pre-acquisition contingency. None of the goodwill attributable to the acquisition of Alpha is expected to be deductible for tax purposes. There were no material measurement period adjustments recorded during the three months ended March 31, 2026 related to the Alpha acquisition.

The following table summarizes the preliminary acquisition accounting for the Alpha acquisition noted above (in thousands):


Trade and other receivables	$	44,306
Prepaid expenses and other current assets	196,460
Other long term assets	103,710
Goodwill	1,205,739
Intangibles	993,948
Accounts payable and accrued expenses	(41,814)
Other current liabilities	(4,272,015)
Other noncurrent liabilities	(318,765)
Total consideration1	$	(2,088,431)

1 The Alpha purchase price included approximately $4 billion in cash and cash equivalents and restricted cash, for which there were corresponding customer deposit liabilities assumed.

The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):


	Useful Lives (in Years)	Value
Trade names and trademarks	5 to 10	$	26,149
Proprietary technology	3 to 4	22,602
Customer and vendor relationships	11 to 20	945,197
		$	993,948

Minority Investment

In May 2025, the Company formed a limited partnership with TPG that, through its wholly owned subsidiaries, entered into a definitive agreement to acquire AvidXchange Holdings, Inc (NASDAQ: AVDX) (“AvidXchange”). AvidXchange is a provider of accounts payable (AP) automation solutions to lower middle market companies with a focus on several verticals including real estate, homeowners associations, financial institutions and media. The take-private transaction was completed in October 2025.

In conjunction with the closing of the AvidXchange transaction in October 2025, the Company invested approximately $578 million for approximately 35% of the equity in the limited partnership with TPG for an enterprise valuation of approximately $1.9 billion. The limited partnership utilized approximately $450 million of debt financing to consummate the transaction. TPG holds approximately 56% of the equity in the limited partnership, and the management team of AvidXchange holds the remainder. In addition to other terms, the limited partnership agreement provides that, 33 months after the closing of the AvidXchange acquisition, the Company will have the right to acquire, or call, all the remaining outstanding equity of the limited partnership for approximately 2.5 times invested capital, which would result in the Company's consolidation of the limited partnership. If the Company does not exercise such right to acquire all of the remaining outstanding equity of the limited partnership and TPG decides to sell the limited partnership to a third party within a period of 15 months thereafter, the Company is required to guarantee a return to its partners, subject to certain limitations, of approximately 1.6 times invested capital (the minimum return). If the partnership sells AvidXchange in 2029 for an approximately similar valuation as at acquisition, there will be no requirement to pay any minimum return.

Private Company Council adjustments are identified and removed to conform with the Company's accounting as appropriate. Furthermore, TPG's acquisition accounting is preliminary, with regards to (i) the valuation of its customer intangible assets, including key assumptions, inputs and estimates, and certain useful life assumptions, including customer attrition rates, (ii) finalizing the estimate of the impact of acquisition accounting on deferred income taxes or liabilities, and (iii) finalizing the review of certain working capital accounts acquired. As the acquisition accounting is preliminary in certain areas, the Company has made reasonable estimates where necessary to remove the impact of any known, material Private Company Council adjustments in its financial results.

7. Goodwill and Other Intangibles

A summary of changes in the Company’s goodwill is as follows (in thousands):


	December 31, 2025		Dispositions1		Acquisition Accounting Adjustments		Foreign Currency		March 31, 2026





Goodwill	$	7,564,822	$	(214,518)	$	(685)	$	(8,639)	$	7,340,980

1 Reflects goodwill derecognized in connection with the disposition of the Company's PayByPhone business. See Note 15 for further information.

Company's goodwill is presented net of accumulated impairment losses of $90.0 million, all of which were recorded during the year ended December 31, 2024.

As of March 31, 2026 and December 31, 2025, other intangibles consisted of the following (in thousands):


		March 31, 2026						December 31, 2025
	Weighted- Avg Useful Lives (Years)1	Gross Carrying Amounts		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amounts		Accumulated Amortization		Net Carrying Amount
Customer and vendor relationships	16.1	$	4,450,635	$	(1,970,764)	$	2,479,871	$	4,541,001	$	(1,908,916)	$	2,632,085
Trade names and trademarks—indefinite lived	N/A	437,393		—		437,393		442,814		—		442,814
Trade names and trademarks—other	7.2	91,097		(24,922)		66,175		92,939		(21,403)		71,536
Software	7.5	318,170		(263,449)		54,721		327,925		(259,748)		68,177
Non-compete agreements	3.8	51,662		(32,214)		19,448		51,836		(28,719)		23,117

Total other intangibles		$	5,348,957	$	(2,291,349)	$	3,057,608	$	5,456,515	$	(2,218,786)	$	3,237,729

N/A = Not Applicable
1 The weighted-average useful life calculation excludes fully amortized intangible assets.

Changes in foreign exchange rates resulted in a $15.5 million decrease to the net carrying values of other intangibles in the three months ended March 31, 2026. Amortization expense related to intangible assets for the three months ended March 31, 2026 and 2025 was $79.4 million and $63.7 million, respectively.

8. Debt

Credit Agreement and Securitization Facility

The Company is party to a $10.15 billion Credit Agreement (the "Credit Agreement"), with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of financial institutions (the "Lenders"), which has been amended multiple times. The Credit Agreement includes a Term Loan A, a Term Loan B and a revolving credit facility. As noted in Note 2, the Company is also party to the Securitization Facility.

The balances of the Company’s debt instruments under the Credit Agreement and the Securitization Facility are as follows (in thousands):


	March 31, 2026		December 31, 2025
Term Loan A note payable, net of discounts	$	2,877,708	$	2,918,787
Term Loan B note payable, net of discounts	3,926,242		3,934,403
Revolving line of credit facilities	1,411,937		1,325,000
Other obligations	753		497



Total notes payable, credit agreements and other obligations	8,216,640		8,178,687
Securitization Facility	2,144,000		1,823,000
Total debt	$	10,360,640	$	10,001,687
Current portion	$	3,753,770	$	3,345,530
Long-term portion	6,606,870		6,656,157
Total debt	$	10,360,640	$	10,001,687

The Company was in compliance with all financial and non-financial covenants under the Credit Agreement and Securitization Facility at March 31, 2026.

The contractual maturities of the Company’s total notes payable, credit agreements and other obligations at March 31, 2026 were as follows (in thousands):


Remaining 2026	$	1,567,312
2027	2,795,203
2028	3,005,342
2029	9,000
2030	9,000
Thereafter	855,000
Total principal payments	8,240,857
Less: debt discounts and issuance costs included in debt	(24,217)
Total notes payable, credit agreements and other obligations	$	8,216,640

9. Income Taxes

The Company's effective tax rate was 30.0% and 25.5% for the three months ended March 31, 2026 and 2025, respectively. Income tax expense is based on an estimated annual effective rate, which requires the Company to make its best estimate of annual pretax accounting income or loss before consideration of tax or benefit discretely recognized in the period in which such occur. Our effective income tax rate for the three months ended March 31, 2026 differs from the U.S. federal statutory rate due primarily to the unfavorable impact of state taxes net of federal benefits, additional taxes on undistributed foreign-sourced income and foreign withholding taxes on interest income from intercompany notes. For the three months ended March 31, 2026, income tax expense and the effective tax rate increased compared to the comparable prior year period due to (i) the taxable gain of $40.0 million related to the PayByPhone disposition, (ii) a decrease in excess tax benefits on stock option exercises, and (iii) the mix of earnings.

10. Earnings Per Share

The Company reports basic and diluted earnings per share using the two-class method, which is an earnings allocation method that determines earnings per share for common shares and participating securities. Basic earnings per share is computed by dividing net income attributable to shareholders of the Company by the weighted average number of common shares outstanding during the reported period, further adjusted by the redeemable noncontrolling interest redemption value adjustment associated with the Mastercard investment. Diluted earnings per share reflect the potential dilution related to equity-based incentives using the treasury stock method.

The calculation and reconciliation of basic and diluted earnings per share attributable to Corpay for the three months ended March 31, 2026 and 2025 is as follows (in thousands, except per share data):


	Three Months Ended March 31,
	2026		2025
Net income attributable to Corpay	$	350,066	$	243,233
Adjustment to redemption value of redeemable noncontrolling interest	(2,977)		—
Net income attributable to Corpay shareholders after adjustment to redemption value of redeemable noncontrolling interest	347,089		243,233

Denominator for basic earnings per share	67,541		70,316
Dilutive securities	902		1,242
Denominator for diluted earnings per share	68,443		71,558
Basic earnings per share attributable to Corpay	$	5.14	$	3.46
Diluted earnings per share attributable to Corpay	$	5.07	$	3.40

Diluted earnings per share attributable to Corpay for the three months ended March 31, 2026 and 2025 excludes the effect of 0.8 million and 0.1 million shares, respectively, of common stock that may be issued upon the exercise of employee stock options because such effect would be anti-dilutive.

11. Segments

The Company reports information about its operating segments in accordance with the authoritative guidance related to segments. During the first quarter of 2026, the Company refined its segment composition within its existing reportable segments to reflect how the Company's Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), currently organizes and manages the global business. As a result of the changes, the Company's segment structure was updated. These changes include realignment of the outsourced card processing business from Corporate Payments to Other, and enterprise clients using the spend management product for vehicle and corporate payments from Vehicle Payments to Corporate Payments. The refined composition within the Company's reportable segments aligns with how the CODM allocates resources, assesses performance and reviews financial information. The CODM uses segment operating income to make decisions regarding the allocation of resources (including financial resources and capital spending) to each segment primarily in the annual budgeting and forecasting processes and reviews budget to actual variances for segment operating income on a monthly, quarterly and annual basis to assess the performance of each segment. The presentation of segment information has been recast for the prior periods to align with the revised segment presentation.

The Company’s segment results are as follows for the three month periods ended March 31, 2026 and 2025 (in thousands)*:


	Three Months Ended March 31, 2026
	Corporate Payments		Vehicle Payments1		Lodging Payments		Other		Total
Revenues, net	$	503,867	$	563,903	$	110,974	$	82,243	$	1,260,987
Expenses:
Processing	105,042		106,653		30,606		29,761		272,062
Selling	76,786		57,696		8,991		4,734		148,207
General and administrative	89,408		83,673		17,216		13,502		203,799
Depreciation	9,395		19,385		4,422		2,175		35,377
Amortization	43,854		28,185		6,901		509		79,449

Other operating, net	301		6,929		73		48		7,351
Gain on disposition, net	—		121,423		—		—		121,423
Operating income	$	179,081	$	382,805	$	42,765	$	31,514	636,165
Other expenses:
Other expense, net									21,048
Interest expense, net									110,100

Total other expenses									131,148
Income before income taxes									$	505,017


	Three Months Ended March 31, 2026
	Corporate Payments		Vehicle Payments1		Lodging Payments		Other		Total
Other segment disclosures4:
Capital expenditures	$	10,963	$	30,038	$	8,039	$	2,052	$	51,092


	Three Months Ended March 31, 2025
	Corporate Payments2		Vehicle Payments3		Lodging Payments		Other		Total
Revenues, net	$	345,116	$	474,278	$	110,224	$	76,048	$	1,005,667
Expenses:
Processing	78,867		87,201		29,978		25,798		221,844
Selling	50,835		45,475		7,704		3,543		107,557
General and administrative	55,884		71,966		16,675		12,434		156,959
Depreciation	5,893		16,478		3,726		2,300		28,397
Amortization	23,814		30,377		9,098		502		63,791
Other operating, net	—		(5)		—		—		(5)
Operating income	$	129,823	$	222,786	$	43,043	$	31,471	427,124
Other expenses:
Other expense, net									4,095
Interest expense, net									93,922
Loss on extinguishment of debt									1,596
Total other expenses									99,613
Income before income taxes									$	327,511


	Three Months Ended March 31, 2025
	Corporate Payments2		Vehicle Payments3		Lodging Payments		Other		Total
Other segment disclosures4:
Capital expenditures	$	7,580	$	30,678	$	4,729	$	1,784	$	44,771

*Columns may not calculate due to rounding. Other includes our Gift, Outsourced Card Processing and Payroll Card operating segments. Prior periods have been recast to reflect current segment presentation.

1 Results of the Company's PayByPhone business disposed of in the first quarter of 2026 are included in the Vehicle Payments segment for all periods prior to disposition.

2 Results from Alpha acquired in the fourth quarter of 2025 are reported in the Corporate Payments segment from the date of acquisition.

3 Results from Gringo acquired in the first quarter of 2025 are reported in the Vehicle Payments segment from the date of acquisition.

4 Total assets for each reportable segment are not presented as the Chief Operating Decision Maker does not evaluate performance or allocate resources based on segment assets.

12. Commitments and Contingencies

In the ordinary course of business, the Company 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 administrative 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. On May 5, 2026, the Eleventh Circuit denied the Company’s petition for en banc review by the full court.

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.

13. Derivative Financial Instruments and Hedging Activities

Foreign Currency Derivatives

The Company uses derivatives to facilitate cross-currency corporate payments by writing derivatives to customers within its cross-border solution. The Company also offers interest rate and commodity contracts. Derivative transactions associated with the Company's cross-border solution primarily include:

Foreign currency forward contracts, which are commitments to buy or sell at a future date a currency at a contract price and will be settled in cash.
Foreign currency option contracts, which give the purchaser the right, but not the obligation, to buy or sell within a specified time a currency at a contracted price that may be settled in cash.
Foreign currency swap contracts, which are commitments to settlement in cash at a future date or dates, usually on an overnight basis.

The credit risk inherent in derivative agreements represents the possibility that a loss may occur from the nonperformance of a counterparty to the agreements. Concentrations of credit and performance risk may exist with counterparties, which includes customers and banking partners, as the Company is engaged in similar activities with similar economic characteristics related to fluctuations in foreign currency rates. The Company performs a review of the credit risk of these counterparties at the inception of the contract and on an ongoing basis. The Company also monitors the concentration of its contracts with any individual counterparty against limits at the individual counterparty level. The Company anticipates that the counterparties will be able to fully satisfy their obligations under the agreements, but takes action when doubt arises about the counterparties' ability to perform. These actions may include requiring customers to post or increase collateral, and for all counterparties, if the counterparty does not perform under the term of the contract, the contract may be terminated. The Company does not designate any of its foreign exchange derivatives as hedging instruments in accordance with ASC 815, "Derivatives and Hedging."

The aggregate equivalent U.S. dollar notional amount of foreign exchange derivative customer contracts held by the Company was $148.2 billion and $123.9 billion as of March 31, 2026 and December 31, 2025, respectively. The majority of customer foreign exchange contracts are written in currencies such as the U.S. dollar, Canadian dollar, British pound, euro and Australian dollar.

The following table summarizes the fair value of derivatives reported in the Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (in millions):


	March 31, 2026
	Fair Value, Gross				Fair Value, Net
	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
Derivatives - undesignated:
Foreign exchange contracts	$	1,846.5	$	1,514.6	$	1,057.4	$	725.4


	December 31, 2025
	Fair Value, Gross				Fair Value, Net
	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
Derivatives - undesignated:
Foreign exchange contracts	$	1,709.2	$	1,415.2	$	949.0	$	655.0

The fair values of derivative assets and liabilities associated with contracts, which include netting terms that the Company believes to be enforceable, have been recorded net within prepaid expenses and other current assets, other assets, other current liabilities and other noncurrent liabilities in the Consolidated Balance Sheets. The Company receives cash from customers as collateral for trade exposures, which is recorded within cash and cash equivalents, restricted cash and customer deposits liability in the Consolidated Balance Sheets. At March 31, 2026 and December 31, 2025, the Company had received collateral of $190.6 million and $175.2 million, respectively. The customer has the right to recall their collateral in the event exposures move in their favor or below the collateral posting thresholds, they perform on all outstanding contracts and have no outstanding amounts due to the Company, or they cease to do business with the Company. The Company has trading lines with several banks, most of which require collateral to be posted if certain mark-to-market ("MTM") thresholds are exceeded. Cash collateral posted with banks is recorded within restricted cash and can be recalled in the event that exposures move in the Company’s favor or move below the collateral posting thresholds. The Company does not offset fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral. At March 31, 2026 and December 31, 2025, the Company had posted collateral of $297.1 million and $356.7 million, respectively, which was not offset against the fair value of its derivatives. Cash flows from the Company's foreign currency derivatives are classified as operating activities within the Unaudited Consolidated Statements of Cash Flows. The following table presents the fair value of the Company’s derivative assets and liabilities, as well as their classification on the accompanying Consolidated Balance Sheets, as of March 31, 2026 and December 31, 2025 (in millions):


		March 31, 2026		December 31, 2025
	Balance Sheet Classification	Fair Value

Derivative Assets	Prepaid expenses and other current assets	$	752.4	$	660.4
Derivative Assets	Other assets	$	305.1	$	288.7
Derivative Liabilities	Other current liabilities	$	484.1	$	450.0
Derivative Liabilities	Other noncurrent liabilities	$	241.3	$	205.1

Cash Flow Hedges

As of March 31, 2026, the Company had the following outstanding interest rate swap derivatives that qualify as hedging instruments within designated cash flow hedges of variable interest rate risk (in millions):


Notional Amount	Weighted Average Fixed Rate	Maturity Date
$1,500	4.15%	7/31/2026
$750	4.14%	1/31/2027
$500	4.19%	7/31/2027
$250	4.00%	1/31/2028
$500	3.19%	7/31/2028
$250	3.47%	1/31/2029
$250	3.47%	7/31/2029

The purpose of these contracts is to reduce the variability of cash flows in interest payments associated with the Company's unspecified variable rate debt, the sole source of which is due to changes in the Secured Overnight Financing Rate ("SOFR") benchmark interest rate. The Company has designated these derivative instruments as cash flow hedging instruments, which are

expected to be highly effective at offsetting changes in cash flows of the related underlying exposure. As a result, changes in fair value of the interest rate swaps are recorded in accumulated other comprehensive loss. For each of these swap contracts, the Company pays a fixed monthly rate and receives one month SOFR. The Company reclassified $2.6 million from accumulated other comprehensive loss resulting in an increase to interest expense, net and $3.9 million from accumulated other comprehensive loss resulting in a benefit to interest expense, net for the three months ended March 31, 2026 and 2025, respectively, related to these interest rate swap contracts. Cash flows related to the Company's interest rate swap derivatives are classified as operating activities within the Unaudited Consolidated Statements of Cash Flows, as such cash flows relate to hedged interest payments which are also recorded in operating activities.

For derivatives accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. The Company formally assesses, both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are highly effective at offsetting changes in cash flows of the related underlying exposures.

The following table presents the fair value of the Company’s interest rate swap contracts, as well as their classification on the accompanying Consolidated Balance Sheets, as of March 31, 2026 and December 31, 2025 (in millions). See Note 3 for additional information on the fair value of the Company’s swap contracts.


		March 31, 2026		December 31, 2025
	Balance Sheet Classification	Fair Value
Derivatives designated as cash flow hedges:
Swap contracts	Prepaid expenses and other current assets	$	3.1	$	1.0
Swap contracts	Other assets	$	2.3	$	0.3
Swap contracts	Other current liabilities	$	9.1	$	17.3
Swap contracts	Other noncurrent liabilities	$	1.6	$	7.2

As of March 31, 2026, the estimated amount of net losses recognized in accumulated other comprehensive loss that are expected to be reclassified into earnings as an increase to interest expense, net within the next 12 months is approximately $6.9 million.

Net Investment Hedges

The Company enters into cross-currency interest rate swaps that are designated as net investment hedges of our investments in foreign-denominated operations. Such contracts effectively convert the U.S. dollar equivalent notional amounts to obligations denominated in the respective foreign currency and partially offset the impact of changes in currency rates on such foreign-denominated net investments. These contracts also create a positive interest differential on the U.S. dollar-denominated portion of the swaps, resulting in interest rate savings on the USD notional.

At March 31, 2026, the Company had the following cross-currency interest rate swaps designated as net investment hedges of our investments in foreign-denominated operations:


	U.S. dollar equivalent notional (in millions)	Fixed Rates	Maturity Date
Euro (EUR)	$500	2.15%	5/26/2026
Canadian Dollar (CAD)	$800	1.35%	1/24/2028
British Pound (GBP)	$750	0.317%	5/8/2028

Hedge effectiveness is tested based on changes in the fair value of the cross-currency swaps due to changes in the USD/foreign currency spot rates. The Company anticipates perfect effectiveness of the designated hedging relationships and records changes in the fair value of the cross-currency interest rate swaps associated with changes in the spot rate through accumulated other comprehensive loss. Excluded components associated with the forward differential are recognized directly in earnings as interest expense, net. The Company recognized a benefit of $6.0 million and $5.9 million in interest expense, net for the three months ended March 31, 2026 and 2025, respectively, related to these excluded components. Upon settlement, cash flows attributable to derivatives designated as net investment hedges are classified as investing activities in the Unaudited Consolidated Statements of Cash Flows.

The following table presents the fair value of the Company’s cross-currency interest rate swaps designated as net investment hedges, as well as their classification on the accompanying Consolidated Balance Sheets, as of March 31, 2026 and December 31, 2025 (in millions).


		March 31, 2026		December 31, 2025
	Balance Sheet Classification	Fair Value
Cross-currency interest rate swaps designated as net investment hedges:
Net investment hedge	Prepaid expenses and other current assets	$	13.4	$	13.4

Net investment hedge	Other current liabilities	$	49.2	$	58.1
Net investment hedge	Other noncurrent liabilities	$	62.8	$	91.6

As of March 31, 2026, the estimated net amount of the existing benefit related to the Company's cross-currency interest rate swaps designated as net investment hedges that is expected to be reclassified into earnings as a reduction to interest expense, net within the next 12 months is approximately $15.0 million.

14. Accumulated Other Comprehensive Loss (AOCL)

The changes in the components of AOCL, net of tax and noncontrolling interest, for the three months ended March 31, 2026 and 2025 are as follows (in thousands):


	March 31, 2026
	Cumulative Foreign Currency Translation		Unrealized (Losses) Gains on Derivative Instruments		Total Accumulated Other Comprehensive Loss Attributable to Corpay
Balance at December 31, 2025	$	(1,295,581)	$	(96,573)	$	(1,392,154)
Other comprehensive (loss) income before reclassifications	(13,056)		51,395		38,339
Amounts reclassified from AOCL	6,249		2,555		8,804
Tax effect	—		(13,875)		(13,875)
Other comprehensive (loss) income, net of tax	(6,807)		40,075		33,268
Balance at March 31, 2026	$	(1,302,388)	$	(56,498)	$	(1,358,886)


	March 31, 2025
	Cumulative Foreign Currency Translation		Unrealized Gains (Losses) on Derivative Instruments		Total Accumulated Other Comprehensive Loss Attributable to Corpay
Balance at December 31, 2024	$	(1,749,040)	$	35,044	$	(1,713,996)
Other comprehensive income (loss) before reclassifications	149,113		(55,453)		93,660
Amounts reclassified from AOCL	—		(3,908)		(3,908)
Tax effect	—		18,242		18,242
Other comprehensive income (loss), net of tax	149,113		(41,119)		107,994
Balance at March 31, 2025	$	(1,599,927)	$	(6,075)	$	(1,606,002)

Amounts reclassified from AOCL that relate to foreign currency translation during the three months ended March 31, 2026 are related to the Company's PayByPhone business disposed of during the first quarter of 2026. See Note 15 for further information. Income tax effects are released from accumulated other comprehensive loss to retained earnings, when applicable, on an individual item basis as those items are reclassified into income. Other comprehensive loss attributable to the Company's noncontrolling interest, which are not included in the tables above, for the three months ended March 31, 2026 and 2025 consisted of foreign currency translation gains of $2.6 million and $5.1 million, respectively.

15. Dispositions

PayByPhone Disposition

In February 2026, the Company signed a definitive agreement to sell PayByPhone, a mobile parking payments business within its Vehicle Payments segment (the "disposal group"), to a third party. The transaction was completed on March 31, 2026. The Company determined that the disposal group met all of the required criteria to be classified as held for sale during the first quarter of 2026.

The disposal group's fair value, based upon the sales price less costs to sell, exceeded its carrying value. As such, the related assets and liabilities were recorded at their carrying value and classified as held for sale prior to the completion of the transaction. In determining the carrying value of the disposal group, which represents one of the Company's reporting units, goodwill of approximately $214.5 million was included within the disposal group.

The Company received total proceeds, net of cash disposed, of approximately $420 million, which have been recorded within investing activities in the accompanying Unaudited Consolidated Statements of Cash Flows. In connection with the sale, the Company recorded a pre-tax net gain on disposal of $121.4 million during the three months ended March 31, 2026, which represents the proceeds received less the derecognition of the related net assets and the reclassification of accumulated foreign currency translation gains. The pre-tax net gain is included within the gain on disposition, net financial statement line in the accompanying Unaudited Consolidated Statements of Income.

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