Item 1. Financial Statements

Corpay, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Par Value Amounts)

						June 30, 2026						December 31, 2025
						(Unaudited)
Assets
Current assets:
Cash and cash equivalents						$	3,163,539					$	2,408,097
Restricted cash						7,004,803						6,583,843
Accounts and other receivables (less allowance for credit losses of $176,244 at June 30, 2026 and $170,957 at December 31, 2025)						2,656,036						2,145,679
Securitized accounts receivable—restricted for securitization investors						2,300,000						1,823,000
Prepaid expenses and other current assets						1,359,614						1,002,621
Total current assets						16,483,992						13,963,240
Property and equipment, net						472,324						472,310
Goodwill						7,149,978						7,564,822
Other intangibles, net						2,919,689						3,237,729
Investments						576,175						601,942
Other assets						622,009						568,092
Total assets						$	28,224,167					$	26,408,135
Liabilities and equity
Current liabilities:
Accounts payable						$	2,275,799					$	1,564,548
Accrued expenses						568,426						606,600
Customer deposits						8,915,786						8,118,566
Securitization facility						2,300,000						1,823,000
Current portion of notes payable and lines of credit						2,225,389						1,522,530
Other current liabilities						673,699						661,433
Total current liabilities						16,959,099						14,296,677
Notes payable and other obligations, less current portion						6,098,142						6,656,157
Deferred income taxes						599,773						614,345
Other noncurrent liabilities						665,201						612,279
Total noncurrent liabilities						7,363,116						7,882,781
Commitments and contingencies (Note 12)
Redeemable noncontrolling interest						314,000						302,000
Stockholders’ equity:
Common stock, $0.001 par value; 475,000,000 shares authorized; 132,878,962 shares issued and 65,655,113 shares outstanding at June 30, 2026; and 132,186,610 shares issued and 68,362,289 shares outstanding at December 31, 2025						133						132
Additional paid-in capital						4,116,011						3,970,077
Retained earnings						10,857,309						10,264,751
Accumulated other comprehensive loss						(1,356,551)						(1,392,154)
Less treasury stock, 67,223,849 shares at June 30, 2026 and 63,824,321 shares at December 31, 2025						(10,075,018)						(8,958,942)
Total Corpay stockholders’ equity						3,541,884						3,883,864
Noncontrolling interest						46,068						42,813
Total equity						3,587,952						3,926,677
Total liabilities, redeemable noncontrolling interest and equity						$	28,224,167					$	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 June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
Revenues, net						$	1,338,809					$	1,102,030					$	2,599,796					$	2,107,697
Expenses:
Processing						275,165						238,517						547,227						460,361
Selling						150,607						115,777						298,814						223,334
General and administrative						223,674						176,994						427,473						333,953
Depreciation and amortization						118,297						91,350						233,123						183,538
Other operating, net						99,891						2						107,242						(3)
Gain on disposition, net						1,099						—						122,522						—
Operating income						472,274						479,390						1,108,439						906,514
Other expenses:
Other expense (income), net						6,278						(10,572)						27,326						(6,477)
Interest expense, net						114,719						96,872						224,819						190,794
Loss on extinguishment of debt						6,557						—						6,557						1,596
Total other expenses, net						127,554						86,300						258,702						185,913
Income before income taxes						344,720						393,090						849,737						720,601
Provision for income taxes						92,932						109,012						244,235						192,648
Net income						251,788						284,078						605,502						527,953
Less: Net income (loss) attributable to noncontrolling interest						3,481						(90)						7,129						552
Net income attributable to Corpay						$	248,307					$	284,168					$	598,373					$	527,401
Earnings per share:
Basic earnings per share attributable to Corpay*						$	3.75					$	4.03					$	8.91					$	7.49
Diluted earnings per share attributable to Corpay*						$	3.70					$	3.98					$	8.79					$	7.38
Weighted average shares outstanding:
Basic shares						65,542						70,546						66,536						70,432
Diluted shares						66,325						71,429						67,379						71,494

*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 June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
Net income						$	251,788					$	284,078					$	605,502					$	527,953
Other comprehensive income:
Foreign currency translation (losses) gains, net of tax						(5,578)						271,331						(16,698)						424,941
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						8,288						(103,265)						48,363						(144,384)
Total other comprehensive income, net of tax						2,710						168,066						37,914						280,557
Total comprehensive income						254,498						452,144						643,416						808,510
Comprehensive income (loss) attributable to noncontrolling interests						695						(1,640)						3,256						3,500
Comprehensive income attributable to Corpay						$	253,803					$	453,784					$	640,160					$	805,010

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						Non-controlling Interest****1						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
Net income						—						—						248,307						—						—						248,307						319						248,626
Other comprehensive income, net of tax						—						—						—						2,335						—						2,335						375						2,710
Acquisition of common stock						—						—						—						—						(322,770)						(322,770)						—						(322,770)
Stock-based compensation						—						32,014						—						—						—						32,014						—						32,014
Issuance of common stock						1						74,707						—						—						—						74,708						—						74,708
Remeasurement to redemption value on redeemable noncontrolling interest						—						—						(2,838)						—						—						(2,838)						—						(2,838)
Balance at June 30, 2026						$	133					$	4,116,011					$	10,857,309					$	(1,356,551)					$	(10,075,018)					$	3,541,884					$	46,068					$	3,587,952

						Common Stock						Additional Paid-In Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Treasury Stock						Total Corpay Stockholders' Equity						Non-controlling 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
Net income						—						—						284,168						—						—						284,168						(90)						284,078
Other comprehensive loss, net of tax						—						—						—						169,616						—						169,616						(1,550)						168,066
Acquisition of noncontrolling interest						—						—						—						—						—						—						—						—
Acquisition of common stock						—						—						—						—						(31,799)						(31,799)						—						(31,799)
Stock-based compensation						—						28,868						—						—						—						28,868						—						28,868
Issuance of common stock						—						23,884						—						—						—						23,884						—						23,884
Balance at June 30, 2025						$	132					$	3,902,867					$	9,723,806					$	(1,436,386)					$	(8,261,846)					$	3,928,573					$	38,606					$	3,967,179

1 Excludes redeemable noncontrolling interest of $314 million classified as mezzanine equity at June 30, 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)

						Six Months Ended June 30,
						2026						2025
Operating activities
Net income						$	605,502					$	527,953
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation						72,100						58,177
Stock-based compensation						59,509						47,234
Provision for credit losses on accounts and other receivables						90,650						62,162
Provision for legal settlement						100,000						—
Amortization of deferred financing costs and discounts						7,246						4,842
Amortization of intangible assets and premium on receivables						161,023						125,361
Loss on extinguishment of debt						6,557						1,596
Deferred income taxes						(53,612)						(25,499)
Gain on disposition of business						(122,522)						—
Other non-cash operating expense (income), net						28,860						(8,700)
Changes in operating assets and liabilities (net of acquisitions/disposition):
Accounts and other receivables						(1,082,858)						(740,361)
Prepaid expenses and other current assets						6,525						(35,197)
Derivative assets and liabilities, net						(12,511)						(43,775)
Other assets						(23,333)						20,903
Accounts payable, accrued expenses and customer deposits						1,570,343						1,071,400
Net cash provided by operating activities						1,413,479						1,066,096
Investing activities
Acquisitions, net of cash acquired						—						(154,648)
Purchases of property and equipment						(105,529)						(97,407)
Proceeds from disposal of a business, net of cash disposed						421,701						—
Proceeds from sale of cost method investment						30						14,843
Other						5,252						14,572
Net cash provided by (used in) investing activities						321,454						(222,640)
Financing activities
Proceeds from issuance of common stock						86,425						55,962
Repurchase of common stock						(1,112,526)						(90,877)
Borrowings on securitization facility, net						477,000						316,000
Deferred financing costs						(28,189)						(10,827)
Proceeds from notes payable						5,350,400						750,000
Principal payments on notes payable						(5,989,311)						(98,570)
Borrowings from revolver						7,947,000						4,490,000
Payments on revolver						(7,212,000)						(5,357,000)
Borrowings on subsidiary swingline, net						60,779						23,667
Other						756						—
Net cash (used in) provided by financing activities						(419,666)						78,355
Effect of foreign currency exchange rates on cash						(114,140)						153,202
Net increase in cash and cash equivalents and restricted cash						1,201,127						1,075,013
Net decrease in cash classified within current assets held for sale						(24,725)						—
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						$	10,168,342					$	5,531,358
Supplemental cash flow information
Cash paid for interest						$	281,019					$	238,796
Cash paid for income taxes						$	350,478					$	261,987
Fixed assets accrued at the end of the period						$	23,032					$	8,264

See accompanying notes to unaudited consolidated financial statements.

Corpay, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

June 30, 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" refer 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 June 30, 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 gains and losses, which are recorded within other expense, net in the Unaudited Consolidated Statements of Income, for the three and six months ended June 30, 2026 and 2025 as follows (in millions):

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
Foreign exchange (gains) losses			$	—					$	(1.0)					$	0.8					$	2.7

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 and six months ended June 30, 2026 and 2025 as follows (in millions):

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
Foreign currency (gains) losses on long-term intra-entity transactions			$	(3.2)					$	83.3					$	(66.9)					$	111.0

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):

			June 30, 2026****1						December 31, 2025						June 30, 2025						December 31, 2024
Cash and cash equivalents			$	3,163,539					$	2,408,097					$	2,192,849					$	1,553,642
Restricted cash			7,004,803						6,583,843						3,338,509						2,902,703
Total cash and cash equivalents and restricted cash			$	10,168,342					$	8,991,940					$	5,531,358					$	4,456,345
1 Amounts exclude $24.7 million of cash held for sale related to the Maintenance disposition. See Note 15 for further information.

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 78% and 85% of total consolidated revenues, net, for the six months ended June 30, 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 8% of total consolidated revenues for the six months ended June 30, 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 six months ended June 30, 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 4% and 3% of consolidated revenues, net for the six months ended June 30, 2026 and 2025, respectively.

Disaggregation of Revenues

Revenues, net by segment for the three and six months ended June 30, 2026 and 2025 were as follows (in millions, except percentages):

Revenues, net by Segment*			Three Months Ended June 30,																								Six Months Ended June 30,
			2026						%						2025						%						2026						%						2025						%
Corporate Payments			$	548.7					41		%				$	387.3					35		%				$	1,052.6					40		%				$	732.4					35		%
Vehicle Payments			580.2						43		%				512.0						46		%				1,144.1						44		%				986.3						47		%
Lodging Payments			123.2						9		%				119.8						11		%				234.2						9		%				230.0						11		%
Other			86.7						6		%				82.9						8		%				168.9						6		%				159.0						8		%
Consolidated revenues, net			$	1,338.8					100		%				$	1,102.0					100		%				$	2,599.8					100		%				$	2,107.7					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 and six months ended June 30, 2026 and 2025 was as follows (in millions, except percentages):

Revenues, net by Geography*			Three Months Ended June 30,																								Six Months Ended June 30,
			2026						%						2025						%						2026						%						2025						%
United States			$	600.2					45		%				$	541.4					49		%				$	1,143.7					44		%				$	1,048.7					50		%
Brazil			217.2						16		%				170.3						15		%				428.4						16		%				332.8						16		%
United Kingdom			202.2						15		%				148.2						13		%				407.0						16		%				294.2						14		%
Other			319.2						24		%				242.2						22		%				620.8						24		%				432.0						20		%
Consolidated revenues, net			$	1,338.8					100		%				$	1,102.0					100		%				$	2,599.8					100		%				$	2,107.7					100		%

*Columns may not calculate due to rounding.

Contract Liabilities

Deferred revenue contract liabilities for customers subject to ASC 606 were $29.7 million and $43.1 million as of June 30, 2026 and December 31, 2025, respectively. We expect to recognize approximately $24.6 million of these amounts in revenues within 12 months and the remaining $5.1 million over the next five years as of June 30, 2026. Revenue recognized in the six months ended June 30, 2026 that was included in the deferred revenue contract liability as of December 31, 2025 was approximately $33.4 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 June 30, 2026 and December 31, 2025 (in millions):

			June 30, 2026																		December 31, 2025
			Gross						Offset on the Balance Sheet						Net						Gross						Offset on the Balance Sheet						Net
Assets
Accounts Receivable			$	7,629.2					$	(7,235.7)					$	393.5					$	5,285.7					$	(5,086.5)					$	199.2
Liabilities
Accounts Payable			$	7,538.1					$	(7,235.7)					$	302.4					$	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 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						6,185
Adjustment to redemption value (non-cash)						5,815
Balance at June 30, 2026						$	314,000

Equity Method Investments

The Company recognized net losses related to its equity method investments of $22.7 million during the six months ended June 30, 2026, which were recorded within other expense, net in the Company's Unaudited Consolidated Statements of Income. The impact of the Company's equity method investments was not material on the Company's Unaudited Consolidated Statements of Income for the six months ended June 30, 2025.

Adoption of New Accounting Standard

Financial Instruments - Credit Losses

In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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.

Measurement of Certain Paid-in-Kind (“PIK”) Dividend

In April 2026, the FASB issued ASU No. 2026-01, “Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock (Equity: Topic 505)” (“ASU 2026-01”). ASU 2026-01 requires that PIK dividends on equity-classified preferred stock be initially measured on the basis of the PIK dividend rate stated in the preferred stock agreement (rather than at fair value, for example). The update does not, however, affect an entity’s determination of when to recognize PIK dividends. ASU 2026-01 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. ASU 2025-01 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.

2. Accounts and Other Receivables

The Company's accounts and other receivables and securitized accounts receivable include the following at June 30, 2026 and December 31, 2025 (value in thousands):

						June 30, 2026						December 31, 2025
Gross domestic accounts receivable						$	781,500					$	661,167
Gross domestic securitized accounts receivable						2,300,000						1,823,000
Gross foreign receivables						2,050,780						1,655,469
Total gross receivables						5,132,280						4,139,636
Less allowance for credit losses						(176,244)						(170,957)
Net accounts and securitized accounts receivables						$	4,956,036					$	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 and U.K.-based originators transfer in the form of a sale certain of their domestic receivables, on a revolving basis, to FLEETCOR Funding LLC ("Funding") and Corpay Funding (UK) Limited, each 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 the U.S.-based 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 both U.S. and U.K. 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 May 21, 2031.

A roll forward of the Company’s allowance for credit losses related to accounts receivable for the six months ended June 30, 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						90,650						62,162
Write-offs						(93,662)						(55,724)
Recoveries						5,259						3,927
Impact of foreign currency						3,040						11,725
Allowance for credit losses end of period						$	176,244					$	155,847

The provision for credit losses and write-offs increased during the six months ended June 30, 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 June 30, 2026 and December 31, 2025 (in thousands):

						Fair Value						Level 1						Level 2						Level 3
June 30, 2026
Assets:
Overnight deposits						$	199,563					$	—					$	199,563					$	—
Money market						467,962						—						467,962						—
Certificates of deposit						593,981						—						593,981						—
Treasury bills						410,635						—						410,635						—
Interest rate swaps						13,266						—						13,266						—
Cross-currency interest rate swap						13,361						—						13,361						—
Foreign exchange, interest rate and commodity contracts						1,050,065						—						$	1,050,065					$	—
Total assets						$	2,748,833					$	—					$	2,748,833					$	—
Cash collateral for foreign exchange contracts						$	192,168
Liabilities:
Interest rate swaps						$	3,321					$	—					$	3,321					$	—
Cross-currency interest rate swap						114,900						—						114,900						—
Foreign exchange, interest rate and commodity contracts						743,567						—						743,567						—
Total liabilities						$	861,788					$	—					$	861,788					$	—
Cash collateral obligation for foreign exchange contracts						$	331,356
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 June 30, 2026 and December 31, 2025.

The Company regularly evaluates the carrying value of its investments. The carrying amount of investments (including equity method investments) without readily determinable fair values was $576.2 million and $601.9 million at June 30, 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. 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.

During the six months ended June 30, 2026, the Company repurchased 3.4 million shares for an aggregate purchase price of $1.1 billion. Since the beginning of the Program through June 30, 2026, 39.1 million shares have been repurchased for an aggregate purchase price of $9.7 billion, leaving the Company up to $1.4 billion of remaining authorization available under the Program for future repurchases of shares of its common stock as of June 30, 2026.

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 and six months ended June 30, 2026 and 2025 (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
Stock options						$	7,686					$	6,955					$	15,667					$	12,269
Restricted stock						24,328						21,913						43,842						34,965
Stock-based compensation						$	32,014					$	28,868					$	59,509					$	47,234

The tax benefits recorded on stock-based compensation, inclusive of the tax benefits upon the exercises of options and vesting of restricted stock were $22.6 million and $25.9 million for the six months ended June 30, 2026 and 2025, respectively.

The following table summarizes the Company’s total unrecognized compensation cost related to outstanding stock awards as of June 30, 2026 (cost in thousands):

						Unrecognized Compensation Cost						Weighted Average Period of Expense Recognition Remaining (in Years)
Stock options						$	51,883					1.75
Restricted stock						64,679						0.99
Total						$	116,562

Stock Options

The following summarizes the changes in the number of shares of stock options outstanding for the six months ended June 30, 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						186						332.93																		$	101.62
Exercised						(452)						191.27																								$	71,562
Forfeited						(17)						328.46
Outstanding at June 30, 2026						2,310						$	242.57					1,283						$	195.08											$	213,897
Expected to vest as of June 30, 2026						1,027						$	301.85

The aggregate intrinsic value of stock options exercisable at June 30, 2026 was $178.6 million. The weighted average remaining contractual term of options exercisable at June 30, 2026 was 2.7 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 six months ended June 30, 2026 (shares in thousands):

						Shares						Weighted Average Grant Date Fair Value
Outstanding at December 31, 2025						343						$	304.83
Granted						240						324.18
Cancelled						(19)						330.21
Issued						(241)						303.41
Outstanding at June 30, 2026						323						$	318.75

6. Acquisitions and Investments

2025 Acquisitions

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 six months ended June 30, 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			1,208,671
Intangibles			994,474
Accounts payable and accrued expenses			(41,814)
Other current liabilities			(4,272,015)
Other noncurrent liabilities			(322,223)
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						$	25,755
Proprietary technology			3 to 4						22,602
Customer and vendor relationships			11 to 20						946,117
									$	994,474

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												Transferred to Held for Sale****1						Dispositions****2						Acquisition Accounting Adjustments						Foreign Currency						June 30, 2026
Goodwill						$	7,564,822											$	(194,287)					$	(214,518)					$	2,247					$	(8,286)					$	7,149,978

1 Reflects the reclassification of goodwill assigned to the Maintenance business of our Vehicle Payments segment to held for sale during the second quarter of 2026. See Note 15 for further information.

2 Reflects goodwill derecognized in connection with the disposition of the Company's PayByPhone business in the first quarter of 2026. 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 June 30, 2026 and December 31, 2025, other intangibles consisted of the following (in thousands):

												June 30, 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						16.0						$	4,345,584					$	(1,976,446)					$	2,369,138					$	4,541,001					$	(1,908,916)					$	2,632,085
Trade names and trademarks—indefinite lived						N/A						423,569						—						423,569						442,814						—						442,814
Trade names and trademarks—other						7.3						89,870						(28,232)						61,638						92,939						(21,403)						71,536
Software						7.5						303,266						(253,723)						49,543						327,925						(259,748)						68,177
Non-compete agreements						3.9						49,721						(33,920)						15,801						51,836						(28,719)						23,117
Total other intangibles												$	5,212,010					$	(2,292,321)					$	2,919,689					$	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 $13.8 million decrease to the net carrying values of other intangibles in the six months ended June 30, 2026. Amortization expense related to intangible assets for the six months ended June 30, 2026 and 2025 was $161.0 million and $125.3 million, respectively.

8. Debt

Credit Agreement and Securitization Facility

The Company is party to a $9.95 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 a $2.30 billion Securitization Facility.

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

						June 30, 2026						December 31, 2025
Term Loan A note payable, net of discounts						$	3,291,494					$	2,918,787
Term Loan B note payable, net of discounts						2,912,218						3,934,403
Revolving line of credit facilities						2,060,000						1,325,000
Other obligations						59,819						497
Total notes payable, credit agreements and other obligations						8,323,531						8,178,687
Securitization Facility						2,300,000						1,823,000
Total debt						$	10,623,531					$	10,001,687
Current portion						$	4,525,389					$	3,345,530
Long-term portion						6,098,142						6,656,157
Total debt						$	10,623,531					$	10,001,687

On May 21, 2026, the Company entered into the eighteenth amendment to its Credit Agreement (as amended and supplemented from time to time, including by the eighteenth amendment, the “Credit Facility”), dated as of October 24, 2014, among Corpay Technologies Operating Company, LLC, Corpay, the other borrowers party thereto, Bank of America, N.A., as administrative agent and swing line lender, and the other lenders party thereto. The eighteenth amendment, among other things, (i) increases the aggregate commitments under the Company's revolving credit facility by $0.9 billion to new total revolving credit facility commitments of $3.7 billion, (ii) increases the Term Loan A by $0.4 billion to new total Term Loan A borrowings of $3.3 billion, (iii) extends the maturity of its revolving credit facility and Term Loan A for a new 5 year term, (iv) increases the Term Loan B-6 by $2.05 billion for a total Term Loan B-6 of $2.95 billion, (v) removes the 10 basis point SOFR Adjustment (as defined in the Credit Facility) and 3.26 basis point SONIA Adjustment (as defined in the Credit Facility), and (vi) provides for a new applicable interest rate pricing grid incorporating the better of ratings or leverage pricing.

The Company repaid its Term Loan B-5 in full using $1.0 billion of the Term Loan A and revolving credit facility proceeds and $2.05 billion of the Term Loan B-6 proceeds. The Company intends to use the remaining proceeds and available revolving credit facility for general corporate purposes.

The revolving credit facility and Term Loan A have a maturity date of May 21, 2031. The Term Loan B-6 has a maturity date of November 5, 2032. The term loans are payable in quarterly installments due on the last business day of each March, June, September and December with the final principal payment due on the respective maturity date. Borrowings on the revolving credit facility are repayable at the maturity date of the Credit Facility.

The Company was in compliance with all financial and non-financial covenants under the Credit Agreement and Securitization Facility at June 30, 2026.

The contractual maturities of the Company’s total notes payable, credit agreements and other obligations (excluding the Securitization Facility) at June 30, 2026 were as follows (in thousands):

Remaining 2026						$	2,175,858
2027						112,004
2028						153,254
2029						194,504
2030						194,504
Thereafter						5,530,506
Total principal payments						8,360,630
Less: debt discounts and issuance costs included in debt						(37,099)
Total notes payable, credit agreements and other obligations						$	8,323,531

9. Income Taxes

For the three and six months ended June 30, 2026, the Company's effective tax rates were 27.0% and 28.7%, respectively, which differed from the U.S. federal statutory rate primarily due to the gain on the sale of PayByPhone, the geographical mix of earnings and other one-time items.

For the three and six months ended June 30, 2025, the Company's effective tax rates were 27.7% and 26.7%, respectively, which differed from the U.S. federal statutory rate primarily due to the geographical mix of earnings, the adoption of Pillar Two legislation and changes in state apportionment resulting in the revaluation of deferred taxes.

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 and six months ended June 30, 2026 and 2025 is as follows (in thousands, except per share data):

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
Net income attributable to Corpay						$	248,307					$	284,168					$	598,373					$	527,401
Adjustment to redemption value of redeemable noncontrolling interest						(2,838)						—						(5,815)						—
Net income attributable to Corpay shareholders after adjustment to redemption value of redeemable noncontrolling interest						245,469						284,168						592,558						527,401
Denominator for basic earnings per share						65,542						70,546						66,536						70,432
Dilutive securities						783						883						843						1,062
Denominator for diluted earnings per share						66,325						71,429						67,379						71,494
Basic earnings per share attributable to Corpay						$	3.75					$	4.03					$	8.91					$	7.49
Diluted earnings per share attributable to Corpay						$	3.70					$	3.98					$	8.79					$	7.38

Diluted earnings per share attributable to Corpay for the three months ended June 30, 2026 and 2025 excludes the effect of 0.8 million and 0.3 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. Segment results are as follows for the three and six month periods ended June 30, 2026 and 2025 (in thousands)*:

						Three Months Ended June 30, 2026
						Corporate Payments****2						Vehicle Payments****1						Lodging Payments						Other						Total
Revenues, net						$	548,724					$	580,209					$	123,183					$	86,693					$	1,338,809
Expenses:
Processing						101,071						109,258						32,540						32,296						275,165
Selling						83,390						51,550						10,376						5,291						150,607
General and administrative						108,005						82,942						19,238						13,489						223,674
Depreciation						9,754						20,061						4,741						2,166						36,722
Amortization						47,526						26,644						6,898						507						81,575
Other operating, net						(664)						100,800						(110)						(135)						99,891
Gain on disposition, net						—						1,099						—						—						1,099
Operating income						$	199,642					$	190,053					$	49,500					$	33,079					472,274
Other expenses:
Other expense, net																														6,278
Interest expense, net																														114,719
Loss on early extinguishment of debt																														6,557
Total other expenses																														127,554
Income before income taxes																														$	344,720

						Three Months Ended June 30, 2026
						Corporate Payments****2						Vehicle Payments****1						Lodging Payments						Other						Total
Other segment disclosures3:
Capital expenditures						$	12,938					$	32,575					$	6,865					$	2,058					$	54,436

						Six Months Ended June 30, 2026
						Corporate Payments****2						Vehicle Payments****1						Lodging Payments						Other						Total
Revenues, net						$	1,052,591					$	1,144,112					$	234,157					$	168,936					$	2,599,796
Expenses:
Processing						206,113						215,911						63,146						62,057						547,227
Selling						160,176						109,247						19,367						10,024						298,814
General and administrative						197,413						166,616						36,455						26,989						427,473
Depreciation						19,149						39,446						9,163						4,342						72,100
Amortization						91,380						54,829						13,799						1,015						161,023
Other operating, net						(363)						107,728						(38)						(85)						107,242
Gain on disposition						—						122,522						—						—						122,522
Operating income						$	378,723					$	572,857					$	92,265					$	64,594					1,108,439
Other expenses:
Other expense, net																														27,326
Interest expense, net																														224,819
Loss on early extinguishment of debt																														6,557
Total other expenses																														258,702
Income before income taxes																														$	849,737

						Six Months Ended June 30, 2026
						Corporate Payments****2						Vehicle Payments****1						Lodging Payments						Other						Total
Other segment disclosures3:
Capital expenditures						$	23,901					$	62,613					$	14,904					$	4,111					$	105,529

						Three Months Ended June 30, 2025
						Corporate Payments						Vehicle Payments****1						Lodging Payments						Other						Total
Revenues, net						$	387,305					$	512,027					$	119,790					$	82,908					$	1,102,030
Expenses:
Processing						77,847						97,325						30,520						32,825						238,517
Selling						56,798						47,292						8,449						3,238						115,777
General and administrative						65,350						80,100						18,567						12,977						176,994
Depreciation						7,295						16,858						3,784						1,843						29,780
Amortization						23,078						28,807						9,176						509						61,570
Other operating, net						—						2						—						—						2
Operating income						$	156,937					$	241,643					$	49,294					$	31,516					479,390
Other expenses:
Other income, net																														(10,572)
Interest expense, net																														96,872
Total other expenses																														86,300
Income before income taxes																														$	393,090

						Three Months Ended June 30, 2025
						Corporate Payments						Vehicle Payments****1						Lodging Payments						Other						Total
Other segment disclosures3:
Capital expenditures						$	10,095					$	34,917					$	5,107					$	2,517					$	52,636

						Six Months Ended June 30, 2025
						Corporate Payments						Vehicle Payments****1						Lodging Payments						Other						Total
Revenues, net						$	732,421					$	986,305					$	230,015					$	158,956					$	2,107,697
Expenses:
Processing						156,714						184,526						60,499						58,622						460,361
Selling						107,633						92,767						16,153						6,781						223,334
General and administrative						121,234						152,066						35,242						25,411						333,953
Depreciation						13,188						33,336						7,510						4,143						58,177
Amortization						46,892						59,184						18,274						1,011						125,361
Other operating, net						—						(3)						—						—						(3)
Operating income						$	286,760					$	464,429					$	92,337					$	62,988					906,514
Other expenses:
Other income, net																														(6,477)
Interest expense, net																														190,794
Loss on early extinguishment of debt																														1,596
Total other expenses																														185,913
Income before income taxes																														$	720,601

						Six Months Ended June 30, 2025
						Corporate Payments						Vehicle Payments****1						Lodging Payments						Other						Total
Other segment disclosures3:
Capital expenditures						$	17,675					$	65,595					$	9,836					$	4,301					$	97,407

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

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

3 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 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 (the “District Court”) 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 and sought, among other things, injunctive relief, consumer redress and costs of suit. 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 under Section 13(b) of the FTC Act, the provision on which the FTC had relied in this case. Following that decision, the FTC filed a parallel administrative action under Section 5 of the FTC Act on August 11, 2021, alleging the same underlying facts, and moved to stay or voluntarily dismiss the District Court case. The administrative action was stayed pending resolution of the federal court proceeding. On August 9, 2022, the District Court 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 against the Company and Ron Clarke.

On June 8, 2023, the District Court issued an Order for Permanent Injunction and Other Relief. The Company appealed to the United States Court of Appeals for the Eleventh Circuit on August 3, 2023, and the FTC's parallel Section 5 administrative action remained stayed pending that 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.

On July 1, 2026, the FTC and the Company reached an agreement with the FTC staff on the terms of a proposed consent order that would resolve the FTC investigation, the claims in the action before the District Court, the administrative action and any other remaining issues in the case. The proposed consent order is subject to the customary approvals of the FTC Commissioners and the District Court. The Company has currently recorded a $100 million charge based on the terms of the proposed consent order.

If the proposed consent order is not approved or if there any changes to the terms of the proposed consent order during the review process, the Company could incur additional redress and/or penalties.

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 settle 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 $163.1 billion and $123.9 billion as of June 30, 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 Unaudited Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (in millions):

			June 30, 2026
			Fair Value, Gross												Fair Value, Net
			Derivative Assets						Derivative Liabilities						Derivative Assets						Derivative Liabilities
Derivatives - undesignated:
Foreign exchange contracts			$	1,881.5					$	1,575.0					$	1,050.1					$	743.6

			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 June 30, 2026 and December 31, 2025, the Company had received collateral of $192.2 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 June 30, 2026 and December 31, 2025, the Company had posted collateral of $331.4 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 June 30, 2026 and December 31, 2025 (in millions):

									June 30, 2026						December 31, 2025
			Balance Sheet Classification						Fair Value
Derivative Assets			Prepaid expenses and other current assets						$	702.9					$	660.4
Derivative Assets			Other assets						$	347.1					$	288.7
Derivative Liabilities			Other current liabilities						$	462.8					$	450.0
Derivative Liabilities			Other noncurrent liabilities						$	280.7					$	205.1

Cash Flow Hedges

As of June 30, 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 $5.5 million from accumulated other comprehensive loss resulting in an increase to interest expense, net and $7.8 million from accumulated other comprehensive loss resulting in a benefit to interest expense, net for the six months ended June 30, 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 June 30, 2026 and December 31, 2025 (in millions). See Note 3 for additional information on the fair value of the Company’s swap contracts.

									June 30, 2026						December 31, 2025
			Balance Sheet Classification						Fair Value
Derivatives designated as cash flow hedges:
Swap contracts			Prepaid expenses and other current assets						$	6.3					$	1.0
Swap contracts			Other assets						$	7.0					$	0.3
Swap contracts			Other current liabilities						$	3.3					$	17.3
Swap contracts			Other noncurrent liabilities						$	—					$	7.2

As of June 30, 2026, the estimated amount of net losses recognized in accumulated other comprehensive loss that are expected to be reclassified into earnings as a benefit to interest expense, net within the next 12 months is approximately $3.0 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.

On May 20, 2026 the Company modified its Euro-denominated net investment hedge through a "blend and extend" arrangement, resulting in an other-than-insignificant financing of the corresponding $51.3 million MTM liability over a one-year term where the Company will receive a new annual 1.33% fixed-rate interest coupon.

At June 30, 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						1.33%						5/20/2027
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 $11.1 million and $11.9 million in interest expense, net for the six months ended June 30, 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 unless they contain an other-than-insignificant financing, in which case they are classified as financing activities.

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 June 30, 2026 and December 31, 2025 (in millions).

									June 30, 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						$	45.6					$	58.1
Net investment hedge			Other noncurrent liabilities						$	69.3					$	91.6

As of June 30, 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 $16.7 million.

14. Accumulated Other Comprehensive Loss (AOCL)

The changes in the components of AOCL, net of tax and noncontrolling interest, for the six months ended June 30, 2026 and 2025 are as follows (in thousands):

						June 30, 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						(19,009)						59,839						40,830
Amounts reclassified from AOCL						6,249						5,516						11,765
Tax effect						—						(16,992)						(16,992)
Other comprehensive (loss) income, net of tax						(12,760)						48,363						35,603
Balance at June 30, 2026						$	(1,308,341)					$	(48,210)					$	(1,356,551)

						June 30, 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						421,994						(188,668)						233,326
Amounts reclassified from AOCL						—						(7,784)						(7,784)
Tax effect						—						52,068						52,068
Other comprehensive income (loss), net of tax						421,994						(144,384)						277,610
Balance at June 30, 2025						$	(1,327,046)					$	(109,340)					$	(1,436,386)

Amounts reclassified from AOCL that relate to foreign currency translation during the six months ended June 30, 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 six months ended June 30, 2026 and 2025 consisted of foreign currency translation gains of $2.3 million and $3.5 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 $421.7 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 $122.9 million during the six months ended June 30, 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.

Maintenance Disposition

In June 2026, the Company signed a definitive agreement to sell its Maintenance business to a third party. The transaction is expected to be completed later this year, pending U.K. and Australian regulatory approval. The Company determined that the Maintenance disposal group met all of the required criteria to be classified as held for sale during the second 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 the prepaid expenses and other current assets of $326.3 million and other current liabilities of $59.7 million in the Company's Unaudited Consolidated Balance Sheets. In determining the carrying value of the disposal group, which represents one of the Company's reporting units, goodwill of approximately $194.3 million is included within the disposal group.

The Company expects to receive approximately £600 million (approximately $800 million), before cash acquired, in exchange for the business and will record such proceeds once received within investing activities in the accompanying Unaudited Consolidated Statements of Cash Flows. In connection with the sale, the Company anticipates a pre-tax net gain on ultimate disposal between approximately $460 million and $515 million, which will be included within gain on disposition, net in the accompanying Unaudited Consolidated Statements of Income. The final gain or loss upon completion of the sale may materially differ from the amount currently estimated due to purchase price adjustments, transaction costs, and foreign currency fluctuations.

Periodically, the Company uses foreign currency derivatives including foreign currency forward contracts to manage its exposure to fluctuations in exchange rates. While these derivatives are hedging the fluctuations in foreign currencies, they do not meet the requirements to be accounted for as hedging instruments. As a result, the changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.

In this regard, the Company, through its cross-border payments solution, entered into an undesignated foreign currency forward contract to convert £400 million of the anticipated proceeds to U.S. dollars, related to the expected proceeds from the sale of its Maintenance business. This foreign currency forward contract is fixed at a rate of £1 GBP to $1.3215 USD and has a term of three months, aligned with the expected closing of the transaction. The purpose of this contract is to reduce the variability of cash flows from the U.S. dollar proceeds of the sale, the sole source of which is due to changes in GBP to USD foreign exchange rates. As of June 30, 2026, the total notional amount of our outstanding undesignated foreign currency forward contracts was £400 million, or $528.6 million, with a maturity of three months.

Cash flows related to the Company's foreign currency forward contract are classified as operating activities within the Unaudited Consolidated Statements of Cash Flows, as such cash flows relate to hedged proceeds upon sale of the business which are recorded in operating activities. This undesignated contract is recognized on the Consolidated Balance Sheets at fair value of $1.9 million, within other current liabilities, with changes in fair value recognized immediately in other income (expense), net in the Unaudited Consolidated Statements of Income. The fair value changes of these derivatives partially offset the foreign exchange re-measurement gains and losses which will be realized upon the completion of the sale and receipt of proceeds. During the quarter ended June 30, 2026, the Company recognized foreign currency exchange losses on this contract when compared to the USD equivalent of the GBP denominated proceeds at market rates of $1.9 million.