Corpay, Inc
A global corporate payments company, Corpay helps businesses manage and pay their everyday expenses through fuel and toll cards, virtual cards, and accounts-payable automation. Its roots trace to 1986, when a fleet-card acceptance network was launched, later renamed FleetCor in 2000 before rebranding as Corpay in 2024. A fun detail: it still sells its well-known Fuelman fuel cards, the brand that helped trucking fleets control driver spending at tens of thousands of stations.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and related notes appearing elsewhere in this report. In addition to historical information, this discuss…
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and related notes appearing elsewhere in this report. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences include, but are not limited to, those identified below and those described in Item 1A "Risk Factors" appearing in our Annual Report on Form 10-K for the year ended December 31, 2025. All foreign currency amounts that have been converted into U.S. dollars in this discussion are based on the exchange rate as reported by Oanda for the applicable periods. The following discussion and analysis of our financial condition and results of operations generally discusses the three and six months ended June 30, 2026 and 2025, with period-over-period comparisons between these periods. A detailed discussion of 2025 items and period-over-period comparisons between the three and six months ended June 30, 2025 and 2024 that are not included in this Quarterly Report on Form 10-Q can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. Executive Overview Corpay is a global corporate payments and spend management company that helps businesses simplify, automate and control the way they make payments and optimize commercial payment workflows. Corpay provides a broad suite of payment and spend management solutions, including accounts payable automation and cross-border payment and foreign exchange risk management solutions (including foreign exchange spot, forward and option transactions), commercial card programs (e.g., purchasing cards, business cards and virtual cards), vehicle payment solutions (e.g., fuel cards, toll payments and related services) and lodging payment solutions (e.g., hotel and extended stay bookings). This results in our customers saving time and ultimately spending less. We estimate that businesses spend approximately $145 trillion annually in transactions with other businesses. In many instances, businesses continue to rely on fragmented systems and manual processes to approve, execute and reconcile payments and manage spending across their organizations. These challenges can result in operational inefficiencies, limited visibility into spending, increased fraud risk, manual reconciliation efforts, higher administrative costs and less informed financial decision-making. Our integrated payment and spend management solutions provide meaningful advantages over traditional payment methods, including cash, paper checks, general purpose credit cards and manual employee reimbursement processes. Corpay has been a member of the S&P 500 since 2018 and trades on the New York Stock Exchange under the ticker CPAY. Impact of Economic Environment on Our Business Some of the countries where we operate, and other countries where we will seek to operate, have undergone significant political, economic and social change and events in recent periods. Adverse global macroeconomic conditions, including but not limited to recessions or economic downturns, inflation, changing interest rates, currency fluctuations, economic sanctions (including tariffs), regional or domestic hostilities and the prospect or occurrence of more widespread conflicts, a slowdown of global trade, or reduced consumer spending, could have a material adverse impact on our business, results of operations and financial condition. We are actively monitoring the changes and events and assessing the impact on our business. The extent, severity, duration and outcome of market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time. Measures such as sanctions and tariffs may adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations. We cannot predict the scope of macroeconomic factors because these measures are complex and evolving. Any such disruptions may also magnify the impact of other risks described in our Annual Report on Form 10-K. 27 Results Revenues, net, Net Income Attributable to Corpay and Net Income Per Diluted Share Attributable to Corpay. Set forth below are revenues, net, net income attributable to Corpay and net income per diluted share attributable to Corpay for the three and six months ended June 30, 2026 and 2025, (in millions, except per share amounts). Three Months Ended June 30, Six Months Ended June 30, (Unaudited) 2026 2025 2026 2025 Revenues, net $ 1,338.8 $ 1,102.0 $ 2,599.8 $ 2,107.7 Net income attributable to Corpay $ 248.3 $ 284.2 $ 598.4 $ 527.4 Net income per diluted share attributable to Corpay1 $ 3.70 $ 3.98 $ 8.79 $ 7.38 1 For 2026, diluted earnings per share amounts are determined under the two-class method Adjusted Net Income Attributable to Corpay, Adjusted Net Income Per Diluted Share Attributable to Corpay, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin. Set forth below are adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin for the three and six months ended June 30, 2026 and 2025 (in millions, except per share amounts and percentages). Three Months Ended June 30, Six Months Ended June 30, (Unaudited) 2026 2025 2026 2025 Adjusted net income attributable to Corpay $ 464.4 $ 366.4 $ 861.6 $ 689.3 Adjusted net income per diluted share attributable to Corpay $ 7.00 $ 5.13 $ 12.80 $ 9.64 EBITDA $ 689.4 $ 570.7 $ 1,326.3 $ 1,090.0 Adjusted EBITDA $ 767.2 $ 620.6 $ 1,455.8 $ 1,176.0 Adjusted EBITDA margin 57.3 % 56.3 % 56.0 % 55.8 % Adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin are supplemental non-GAAP financial measures of operating performance. See the heading entitled "Management’s Use of Non-GAAP Financial Measures" for more information and a reconciliation of the non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with U.S. generally accepted accounting principles, or GAAP. We use adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin to eliminate the effect of items that we do not consider indicative of our core operating performance on a consistent basis. These non-GAAP measures are presented solely to permit investors to more fully understand how our management assesses underlying performance and are not, and should not be viewed as, a substitute for GAAP measures, and should be viewed in conjunction with our GAAP financial measures. 28 Table of Contents Sources of Revenue Corpay offers a variety of payment solutions that simplify, automate, secure, digitize and effectively control the way businesses and consumers manage and pay their expenses. We provide our payment solutions to our business, merchant, consumer and payment network customers in more than 200 countries around the world today, although we operate primarily in three geographies, with approximately 76% of our business in the U.S., Brazil and the U.K. Our customers may include commercial businesses (obtained through direct and indirect channels) and partners for whom we manage payment programs, as well as consumers. We report information about our 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 our Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), organizes and manages the global business. We manage and report our operating results through the following three reportable segments: Corporate Payments, Vehicle Payments and Lodging Payments. The remaining results are included within Other, which includes our Gift, Outsourced Card Processing and Payroll Card businesses. The refined composition within these reportable segments align with how the CODM allocates resources, assesses performance and reviews financial information. The presentation of segment information has been recast for the prior periods to align with the revised segment presentation. Our revenue is generally reported net of the cost for underlying products and services purchased. In this report, we refer to this net revenue as “revenue" or "revenues, net." See “Results of Operations” for additional segment information. Revenues, net, by Segment. During the first quarter of 2026, we refined our segment composition within our existing reportable segments to reflect how our CODM currently organizes and manages the global business. As a result of the changes, our segment structure was updated. These changes include realignment of our outsourced card processing business from Corporate Payments to Other, and enterprise clients using our spend management product for vehicle and corporate payments from Vehicle Payments to Corporate Payments. The refined composition within our reportable segments aligns with how the CODM allocates resources, assesses performance and reviews financial information. Prior periods have been recast to conform with current segment presentation. For the three and six months ended June 30, 2026 and 2025, our segments generated the following revenues, net (in millions, except percentages). Three Months Ended June 30, Six Months Ended June 30, (Unaudited) 2026 2025 2026 2025 Revenues by Segment* Revenues, net % of Total Revenues, net Revenues, net % of Total Revenues, net Revenues, net % of Total Revenues, net Revenues, net % of Total Revenues, net 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. Other includes our Gift, Outsourced Card Processing and Payroll Card businesses. In our Corporate Payments segment, our payables business primarily earns revenue from the difference between the amount charged to the customer and the amount paid to the third party for a given transaction, as interchange or spread revenue. Our programs may also charge fixed fees for access to the network and ancillary services provided. Revenues from risk management products and foreign exchange payment services are primarily comprised of the difference between the exchange rate we set for the customer and the rate available in the wholesale foreign exchange market. In our cross-border payments business, our revenue is from exchanges of currency at spot rates, which enables customers to make cross-currency payments. Our cross-border payments business also derives revenue from our risk management business, which aggregates foreign currency exposures arising from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. We also generate float revenue earned on invested customer funds in jurisdictions where permitted. We generate revenue in our Vehicle Payments segment through a variety of program fees, including transaction fees, card fees, network fees and charges, as well as from interchange. These fees may be charged as fixed amounts, costs plus a mark-up, based on a percentage of the transaction purchase amounts, or a combination thereof. Our programs also include other fees and charges associated with late payments and based on customer credit risk. We also generate float revenue earned on invested customer funds in jurisdictions where permitted. In our Lodging Payments segment, we primarily earn revenue from the difference between the amount charged to the customer and the amount paid to the hotel for a given transaction or based on commissions paid by hotels. We may also charge fees for access to the network and ancillary services provided. 29 The remaining revenues represent other solutions in our Gift, Outsourced Card Processing and Payroll Card businesses, referred to as Other. In these businesses, we primarily earn revenue from the processing of transactions. We may also charge fees for ancillary services provided. Revenues, net, by Geography. Revenues, net by geography for the three and six months ended June 30, 2026 and 2025, were as follows (in millions, except percentages): Three Months Ended June 30, Six Months Ended June 30, (Unaudited) 2026 2025 2026 2025 Revenues by Geography* Revenues, net % of Total Revenues, net Revenues, net % of Total Revenues, net Revenues, net % of Total Revenues, net Revenues, net % of Total Revenues, net 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. 30 Table of Contents Revenues, net by Key Performance Metric and Organic Growth. Revenues, net by key performance metric and organic growth by segment for the three months ended June 30, 2026 and 2025, were as follows (in millions, except revenues, net per key performance indicator, and percentages)*: As Reported Pro Forma and Macro Adjusted1 Three Months Ended June 30, Three Months Ended June 30, (Unaudited) 2026 2025 Change % Change 2026 2025 Change % Change CORPORATE PAYMENTS2 - Revenues, net $548.7 $387.3 $161.4 42% $538.1 $465.5 $72.6 16% - Spend volume $94,635 $55,673 $38,962 70% $94,635 $66,238 $28,397 43% - Revenue, net per spend $ 0.58% 0.70% (0.12)% (17)% 0.57% 0.70% (0.13)% (19)% VEHICLE PAYMENTS - Revenues, net $580.2 $512.0 $68.2 13% $523.5 $484.3 $39.1 8% - Transactions 147.6 207.3 (59.7) (29)% 147.1 136.3 10.9 8% - Revenues, net per transaction $3.93 $2.47 $1.46 59% $3.56 $3.55 $0.00 —% '- Tag transactions3 23.9 22.8 1.1 5% 23.9 22.8 1.1 5% '- Parking transactions4 — 67.8 (67.8) (100)% — — — —% - Fleet transactions 100.8 101.6 (0.8) (1)% 100.3 98.4 1.9 2% - Other transactions 22.9 15.1 7.8 52% 22.9 15.1 7.8 52% LODGING PAYMENTS - Revenues, net $123.2 $119.8 $3.4 3% $122.5 $119.8 $2.7 2% - Room nights 7.5 8.7 (1.1) (13)% 7.5 8.7 (1.1) (13)% - Revenues, net per room night $16.34 $13.84 $2.50 18% $16.24 $13.84 $2.40 17% OTHER5 - Revenues, net $86.7 $82.9 $3.8 5% $86.7 $82.9 $3.8 5% - Transactions 450.4 420.1 30.3 7% 450.4 420.1 30.3 7% - Revenues, net per transaction $0.19 $0.20 $— (2)% $0.19 $0.20 $— (2)% CORPAY CONSOLIDATED REVENUES, NET - Revenues, net $1,338.8 $1,102.0 $236.8 21% $1,270.7 $1,152.5 $118.2 10% 1 See heading entitled "Management's Use of Non-GAAP Financial Measures" for a reconciliation of pro forma and macro adjusted revenue by product and metric non-GAAP measures to the comparable financial measure calculated in accordance with GAAP. The calculated change represents organic growth rate. 2 Corporate payments revenue per spend dollar decreased over the comparable prior period due to new payables and cross-border enterprise clients. 3 Represents total tag subscription transactions in the period. Average monthly tag subscriptions for the second quarter of 2026 is 8.0 million. 4 Parking transactions relates to PayByPhone, a mobile parking payments business within our Vehicle Payments segment, which we sold to a third party in March 2026. 5 Other includes Gift, Outsourced Card Processing and Payroll Card operating segments. * Columns may not calculate due to rounding. Revenue per relevant key performance indicator (KPI), which may include transactions, spend volume, room nights, or other metrics, is derived from the various revenue types as discussed above and can vary based on geography, the relevant merchant relationship, the payment product utilized and the types of products or services purchased, the mix of which would be influenced by our acquisitions, organic growth in our business and the overall macroeconomic environment, including fluctuations in foreign currency exchange rates, fuel prices and fuel price spreads. Relevant KPI is derived by broad product type and may differ from how we describe the business. Revenue per KPI per customer may change as the level of services we provide to a customer increases or decreases, as mix of customer size shifts, as macroeconomic factors change and as adjustments are made to merchant and customer rates. See “Results of Operations” for further discussion of transaction volumes and revenue per transaction. Organic revenue growth is a supplemental non-GAAP financial measure of operating performance. Organic revenue growth is calculated as revenue growth in the current period adjusted for the impact of changes in the macroeconomic environment (to include fuel price, fuel price spreads and changes in foreign exchange rates) over revenue in the comparable prior period adjusted to include or remove the impact of acquisitions and/or divestitures and non-recurring items that have occurred subsequent to that period. See the heading entitled "Management’s Use of Non-GAAP Financial Measures" for more information and a reconciliation of the non-GAAP financial measure to the most directly comparable financial measure 31 calculated in accordance with GAAP. We believe that organic revenue growth on a macro-neutral and consistent acquisition/divestiture/non-recurring item basis is useful to investors for understanding the performance of Corpay. Sources of Expenses We routinely incur expenses in the following categories: •Processing—Our processing expense consists of expenses related to processing transactions, servicing our customers and merchants, credit losses and cost of goods sold related to our hardware and card sales in certain businesses. •Selling—Our selling expenses consist primarily of wages, benefits, sales commissions (other than merchant commissions) and related expenses for our sales, marketing and account management personnel and activities. •General and administrative—Our general and administrative expenses include compensation and related expenses (including stock-based compensation and bonuses) for our employees, finance and accounting, information technology, human resources, legal and other administrative personnel. Also included are facilities expenses, third-party professional services fees, travel and entertainment expenses and other corporate-level expenses. •Depreciation and amortization—Our depreciation expenses include depreciation of property and equipment, consisting of computer hardware and software (including proprietary software development amortization expense), card-reading equipment, furniture, fixtures, vehicles and buildings and leasehold improvements related to office space. Our amortization expenses include amortization of intangible assets related to customer and vendor relationships, trade names and trademarks, software and non-compete agreements. We are amortizing intangible assets related to business acquisitions and certain private label contracts associated with the purchase of accounts receivable. •Other operating, net—Our other operating, net includes other operating expenses and income items that do not relate to our core operations or that occur infrequently. •Other expense (income), net—Our other expense (income), net includes gains or losses from the following: foreign currency transactions, extinguishment of debt and investments. This category also includes other miscellaneous non-operating costs and revenue. Certain of these items may be presented separately on the Unaudited Consolidated Statements of Income. •Interest expense, net—Our interest expense, net includes interest expense on our outstanding debt, interest income on cash balances and interest on our interest rate and cross-currency swaps. •Provision for income taxes—Our provision for income taxes consists of corporate income taxes related primarily to profits resulting from the sale of our products and services on a global basis. Factors and Trends Impacting our Business We believe that the following factors and trends are important in understanding our financial performance: •Global economic conditions—Our results of operations are materially affected by conditions in the economy generally, in North America, Brazil, the U.K. and in other locations internationally. Factors affected by the economy include our transaction volumes, the credit risk of our customers and changes in tax laws across the globe. These factors affected our businesses in each of our segments. •Foreign currency changes—Our results of operations are significantly impacted by changes in foreign currency exchange rates; namely, by movements of the Australian dollar, Brazilian real, British pound, Canadian dollar, Czech koruna, euro, Mexican peso, and New Zealand dollar, relative to the U.S. dollar. Approximately 44% and 50% of our revenues in the six months ended June 30, 2026 and 2025, respectively, were derived in U.S. dollars and were not affected by foreign currency exchange rates. See "Results of Operations" for information related to foreign currency impact on our total revenues, net. Our cross-border foreign risk management business aggregates foreign currency exposures arising from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. These contracts are subject to counterparty credit risk and liquidity risk from collateral calls. We further manage the impact of economic changes in the value of certain foreign-denominated net assets by utilizing cross currency interest rate swaps. See "Liquidity and capital resources" below for information regarding our cross currency interest rate swaps. •Fuel price volatility—Our Vehicle Payments customers use our products and services primarily in connection with the purchase of fuel. Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility. A change in retail fuel prices could cause a decrease or increase in our revenue from several sources, including fees paid to us based on a percentage of each customer’s total purchase. Changes in the absolute price of fuel may also impact 32 Table of Contents unpaid account balances and the late fees and charges based on these amounts. We estimate approximately 6% and 8% of revenues, net were directly impacted by changes in fuel price in the six months ended June 30, 2026 and 2025, respectively. See "Results of Operations" for information related to the fuel price impact on our total revenues, net. •Fuel-price spread volatility—A portion of our revenue involves transactions where we derive revenue from fuel price spreads, which is the difference between the price charged to a fleet customer for a transaction and the price paid to the merchant for the same transaction. In these transactions, the price paid to the merchant is based on the wholesale cost of fuel. The merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting fuel prices. The fuel price that we charge to our customer is dependent on several factors including, among others, the fuel price paid to the merchant, posted retail fuel prices and competitive fuel prices. We experience fuel price spread contraction when the merchant’s wholesale cost of fuel increases at a faster rate than the fuel price we charge to our customers, or the fuel price we charge to our customers decreases at a faster rate than the merchant’s wholesale cost of fuel. The inverse of these situations produces fuel price spread expansion. We estimate approximately 5% and 4% of revenues, net were directly impacted by fuel price spreads in the six months ended June 30, 2026 and 2025, respectively. See "Results of Operations" for information related to the fuel price spread impact on our total revenues, net. •Acquisitions—Since 2002, we have completed over 100 acquisitions of companies and commercial account portfolios. Acquisitions have been an important part of our growth strategy, and it is our intention to continue to seek opportunities to increase our customer base and diversify our service offering through further strategic acquisitions. The impact of acquisitions has, and may continue to have, a significant impact on our results of operations and may make it difficult to compare our results between periods. •Interest rates— We are exposed to market risk changes in interest rates on our debt, particularly in rising interest rate environments, which is partially offset by incremental interest income earned on cash and restricted cash. As of June 30, 2026, we have a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.0 billion. The objective of these contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with variable rate debt, the sole source of which is due to changes in SOFR benchmark interest rate. See "Liquidity and capital resources" section below for additional information regarding our derivatives. •Expenses—Over the long term, we expect that our expenses will decrease as a percentage of revenues as our revenues increase, except for expenses related to transaction volume processed. To support our expected revenue growth, we plan to continue to incur additional sales and marketing expense by investing in our direct marketing, third-party agents, internet marketing, telemarketing and field sales force. •Income Taxes—We pay income taxes in various taxing jurisdictions, including the U.S., most U.S. states and many non-U.S. jurisdictions. The tax rates in non-U.S. taxing jurisdictions are different than the U.S. tax rate. Consequently, as our earnings fluctuate between taxing jurisdictions, our effective tax rate fluctuates. Our effective tax rate is also subject to fluctuations driven by the impact of discrete tax items. On July 4, 2025, the "One Big Beautiful Bill Act" ("OBBBA") was enacted in the U.S. The OBBBA includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates beginning in 2025. Foreign jurisdictions in which we operate enacted local legislation formally adopting the Global Anti-Base Erosion Model Rules ("Pillar Two"), which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development ("OECD") Pillar Two Framework. The Group of Seven (G7) countries have agreed that U.S. Multi-National Entities (“MNEs”) should be excluded from certain aspects of the Pillar Two global minimum tax rules in exchange for the U.S. not imposing retaliatory taxes. On January 5, 2026, the OECD released additional guidance and announced the Side-by-Side package which introduces simplifications and new safe harbors for U.S. MNEs. The OBBBA and Pillar Two directive did not have a material effect on our consolidated financial statements for the three and six months ended June 30, 2026, and we are continuing to evaluate the potential effects on future periods. Acquisitions, Investments and Dispositions 2026 •In March 2026, we sold PayByPhone, a mobile parking payments business within our Vehicle Payments segment, to a third party. We received total proceeds, net of cash disposed, of approximately $421.7 million. In connection with the sale, we recorded a pre-tax net gain on disposal of $122.9 million during the six months ended June 30, 2026, which 33 represents the proceeds received less the derecognition of the related net assets and the reclassification of accumulated foreign currency translation gains. •In June 2026, we signed a definitive agreement to sell our Maintenance business to a third party for approximately £600 million (approximately $800 million). The transaction is expected to be completed in the second half of 2026, pending U.K. and Australian regulatory approval. We 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 and as such, all related assets and liabilities were classified as current on our Unaudited Consolidated Balance Sheets as of June 30, 2026. 2025 •In February 2025, we acquired 100% of Gringo, a leading Brazil-based vehicle registration and compliance payment company, for approximately $153.7 million, net of cash of approximately $10.2 million. Immediately prior to the acquisition, the Company infused capital equal to the purchase price into Zapay, one of our less than wholly owned subsidiaries, in order for Zapay to complete the acquisition of Gringo. As a result of the capital infusion, our 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. Gringo's digital app and national network help drivers in Brazil pay vehicle taxes, registration and fines. Results from Gringo are reported in our Vehicle Payments segment. •In April 2025, we expanded our long-standing strategic partnership agreement with Mastercard to deliver an enhanced suite of corporate cross-border payment solutions. The transaction also includes an investment in our cross-border payments business with Mastercard acquiring a 2.3% interest for $300 million. The investment into our cross-border payments business closed on December 1, 2025. Mastercard has the right to sell, or put, its interest back to us for six months starting on August 1, 2027. If Mastercard does not exercise that right, we will have a reciprocal repurchase right, or call, for six months starting on May 1, 2028. In each case, the purchase price is the $300 million of invested capital plus 8% per annum, compounded annually. •In May 2025, we formed a limited partnership with TPG that, through its wholly owned subsidiaries, entered into a definitive agreement to acquire AvidXchange Holdings, Inc (“AvidXchange”). AvidXchange is a provider of AP automation solutions to lower middle market companies with a focus on several verticals including real estate, homeowners associations, financial institutions and media. The transaction was completed in October 2025. In October 2025, we 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 we will have the right to acquire all the remaining outstanding equity in the limited partnership for approximately 2.5 times invested capital. If we do 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, we are required to guarantee a return to our 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. •On October 31, 2025, we completed the acquisition of all of the ordinary shares of Alpha Group International plc ("Alpha"), a leading provider of B2B cross-border foreign exchange solutions to corporations and investment funds in the U.K. and Europe, for £42.50 in cash for each Alpha share, 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 (as defined below). Results from the Alpha acquisition have been included in our Corporate Payments segment from the date of acquisition, October 31, 2025. •In July 2025, we announced the divestiture of our BP private label fuel card portfolio for approximately $60 million. Revenues generated from the portfolio are included in our Vehicle Payments segment. The transaction closed in October 2025. 34 Table of Contents Results of Operations Three months ended June 30, 2026 compared to the three months ended June 30, 2025 The following table sets forth selected Unaudited Consolidated Statements of Income for the three months ended June 30, 2026 and 2025 (in millions, except percentages)*. (Unaudited) Three Months Ended June 30, 2026 % of Total Revenues, net Three Months Ended June 30, 2025 % of Total Revenues, net Increase (decrease) % Change Revenues, net: Corporate Payments $ 548.7 41.0 % $ 387.3 35.1 % $ 161.4 41.7 % Vehicle Payments 580.2 43.3 % 512.0 46.5 % 68.2 13.3 % Lodging Payments 123.2 9.2 % 119.8 10.9 % 3.4 2.8 % Other 86.7 6.5 % 82.9 7.5 % 3.8 4.6 % Total revenues, net 1,338.8 100.0 % 1,102.0 100.0 % 236.8 21.5 % Consolidated operating expenses: Processing 275.2 20.6 % 238.5 21.6 % 36.6 15.4 % Selling 150.6 11.2 % 115.8 10.5 % 34.8 30.1 % General and administrative 223.7 16.7 % 177.0 16.1 % 46.7 26.4 % Depreciation and amortization 118.3 8.8 % 91.4 8.3 % 26.9 29.5 % Other operating, net 99.9 7.5 % — — % 99.9 NM Gain on disposition, net 1.1 0.1 % — — % 1.1 NM Operating income 472.3 35.3 % 479.4 43.5 % (7.1) (1.5) % Other expense, net 6.3 0.5 % (10.6) (1.0) % 16.9 NM Interest expense, net 114.7 8.6 % 96.9 8.8 % 17.8 18.4 % Loss on extinguishment of debt 6.6 0.5 % — — % 6.6 NM Provision for income taxes 92.9 6.9 % 109.0 9.9 % (16.1) (14.8) % Net income 251.8 18.8 % 284.1 25.8 % (32.3) (11.4) % Less: Net income attributable to noncontrolling interest 3.5 0.3 % (0.1) — % 3.6 NM Net income attributable to Corpay $ 248.3 18.5 % $ 284.2 25.8 % $ (35.9) (12.6) % Operating income by segment: Corporate Payments $ 199.6 $ 156.9 $ 42.7 27.2 % Vehicle Payments 190.1 241.6 (51.6) (21.4) % Lodging Payments 49.5 49.3 0.2 0.4 % Other 33.1 31.5 1.6 5.1 % Total operating income $ 472.3 $ 479.4 $ (7.1) (1.5) % NM = Not Meaningful *The sum of the columns and rows may not calculate due to rounding. Consolidated Results Consolidated revenues, net Consolidated revenues were $1,338.8 million in the three months ended June 30, 2026, an increase of 21.5% compared to the comparable prior period. The increase in consolidated revenues was due primarily to organic growth of 10%, driven by increases in spend and transaction volumes, implementation and ramping of new sales and business initiatives. Consolidated revenues also grew 7% from acquisitions completed in 2025. This growth was partially offset by a reduction in revenue of $28 million from the impact of dispositions completed in 2025 and 2026. Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a positive impact of approximately $67 million on our consolidated revenues for the three months ended June 30, 2026 over the comparable prior period. This positive impact was driven primarily by favorable foreign exchange rates of approximately $37 35 million, driven by our Brazil, Mexico and Australian businesses, fuel prices of approximately $20 million and fuel price spreads of approximately $10 million. Consolidated operating expenses Processing. Processing expenses were $275.2 million in the three months ended June 30, 2026, an increase of 15.4% compared to the comparable prior period. Increases in processing expenses were primarily due to approximately $17 million of expenses related to acquisitions completed in 2025, higher variable expenses driven by increased transaction volumes, higher credit loss expense of approximately $14 million due to increased transaction volumes and higher fuel prices, investments to drive future growth and the unfavorable impact of foreign exchange rates of approximately $8 million. This increase was partially offset by lower expense of approximately $6 million from the impact of dispositions completed in 2025 and 2026. Selling. Selling expenses were $150.6 million in the three months ended June 30, 2026, an increase of 30.1% from the comparable prior period. Increases in selling expenses were primarily due to marketing investments to drive future growth, increased commissions from higher sales volume, approximately $14 million of expenses related to acquisitions completed in 2025 and the unfavorable impact of foreign exchange rates of approximately $4 million. This increase was partially offset by lower expense of approximately $2 million from the impact of dispositions completed in 2025 and 2026. General and administrative. General and administrative expenses were $223.7 million in the three months ended June 30, 2026, an increase of 26.4% from the comparable prior period. The increase in general and administrative expenses was primarily due to acquisition-related deal fees, information technology investments, approximately $14 million of expenses related to acquisitions completed in 2025 and the unfavorable impact of foreign exchange rates of approximately $3 million. This increase was partially offset by lower expense of approximately $5 million from the impact of dispositions completed in 2025 and 2026. Depreciation and amortization. Depreciation and amortization expenses were $118.3 million in the three months ended June 30, 2026, an increase of 29.5% from the comparable prior period. Depreciation and amortization expenses increased due to incremental investments in capital expenditures, $12 million of expenses related to acquisitions completed in 2025 and the unfavorable impact of foreign exchange rates of approximately $2 million. This increase was partially offset by lower expense of approximately $2 million from the impact of dispositions completed in 2025 and 2026. Other operating, net. Other operating, net was $99.9 million in the three months ended June 30, 2026 and primarily relates to a contingent loss related to the FTC legal matter of $100 million. Gain on disposition, net. During the three months ended June 30, 2026, we recognized an additional net gain of approximately $1.1 million resulting from working capital adjustments related to our March 2026 disposal of PayByPhone, a mobile parking payments business within our Vehicle Payments segment. Consolidated operating income Consolidated operating income was $472.3 million in the three months ended June 30, 2026, a decrease of (1.5)% compared to the comparable prior period due to the reasons discussed above. Other expense, net. Other expense, net was $6.3 million in the three months ended June 30, 2026, which primarily represented net losses related to our equity method investments and the impact of fluctuations in foreign exchange rates on non-functional currency balances. Other income, net was $10.6 million in the three months ended June 30, 2025, which primarily represented a gain realized upon the disposition of a cost method investment in the second quarter of 2025. Interest expense, net. Interest expense, net was $114.7 million in the three months ended June 30, 2026, an increase of $17.8 million from the comparable prior period. The increase in interest expense was primarily due to increased borrowings used for acquisitions, partially offset by lower interest rates and higher interest income earned on higher cash balances. The following table sets forth the average interest rates paid on borrowings under our Credit Facility, excluding the related unused facility fees and swaps. Three Months Ended June 30, (Unaudited) 2026 2025 Term Loan A 5.06 % 5.80 % Term Loan B-5 5.41 % 6.07 % Term Loan B-6 5.37 % N/A Revolving line of credit A & B (USD) 5.05 % 5.80 % Revolving line of credit B (GBP) 5.13 % 5.62 % We have a portfolio of interest rate swaps, which are designated as cash flow hedges and cross-currency interest rate swaps, which are designated as net investment hedges. During the three months ended June 30, 2026, as a result of these swap contracts and net investment hedges, we recorded a net benefit to interest expense of $3.0 million. 36 Table of Contents Provision for income taxes. The provision for income taxes and effective tax rate were $92.9 million and 27.0%, respectively, for the three months ended June 30, 2026, compared to $109.0 million and 27.7%, respectively, for the comparable prior period. The change in the effective tax rate for the three months ended June 30, 2026 was driven primarily by an improvement in our geographic mix of earnings and other one-time items. Net income attributable to Corpay. For the reasons discussed above, our net income attributable to Corpay decreased to $248.3 million during the three months ended June 30, 2026. Segment Results Corporate Payments Corporate Payments revenues were $548.7 million in the three months ended June 30, 2026, an increase of 41.7% from the comparable prior period. Corporate Payments revenues increased primarily due to organic revenue growth of 16%, driven by 43% growth in spend volume, strong new sales in our payables and cross-border solutions, the impact of our acquisitions, which contributed approximately $78 million in revenues, the impact of favorable changes in foreign exchange rates of $7 million and the favorable impact of fuel prices of approximately $4 million. Corporate Payments revenue per spend dollar decreased over the comparable prior period due to the impact of new payables and cross-border enterprise clients. Corporate Payments operating income was $199.6 million in the three months ended June 30, 2026, an increase of 27.2% from the comparable prior period. Corporate Payments operating income increased primarily due to organic revenue growth, integration synergies, the impact of our acquisitions and the overall net favorable impact of the macroeconomic environment, partially offset by sales investments to grow the business and one-time integration expenses. Vehicle Payments Vehicle Payments revenues were $580.2 million in the three months ended June 30, 2026, an increase of 13.3% from the comparable prior period. Vehicle Payments revenues increased primarily due to organic revenue growth of 8%, new sales growth in our international markets, the favorable changes in foreign exchange rates on revenue of $29 million, and the favorable impact of fuel prices and fuel price spreads of approximately $17 million and $10 million, respectively. These increases were partially offset by dispositions completed in 2026 and 2025, which lowered revenue by approximately $28 million. Vehicle Payments operating income was $190.1 million, a decrease of 21.4% from the comparable prior period. Vehicle Payments operating income decreased in the three months ended June 30, 2026 due to the impact of a contingent loss related to the FTC legal matter of $100 million and the impact of dispositions. Operating income was positively impacted by the revenue growth discussed above and the overall net favorable impact of the macroeconomic environment. Lodging Payments Lodging Payments revenues were $123.2 million in the three months ended June 30, 2026, an increase of 2.8% from the comparable prior period. The increase in Lodging Payments revenues was primarily due to an increase in revenue per room night across all solutions. Lodging Payments operating income was $49.5 million in the three months ended June 30, 2026, an increase of 0.4% from the comparable prior period due to the reasons discussed above. Other Other revenues were $86.7 million in the three months ended June 30, 2026, an increase of 4.6% from the comparable prior period, driven primarily by strong transaction volume growth in the Gift, Outsourced Card Processing and Payroll card businesses. Other operating income was $33.1 million in the three months ended June 30, 2026, an increase of 5.1% from the comparable prior period due to the reasons discussed above. 37 Six months ended June 30, 2026 compared to the six months ended June 30, 2025 The following table sets forth selected unaudited consolidated statements of income for the six months ended June 30, 2026 and 2025 (in millions, except percentages)*. (Unaudited) Six months ended June 30, 2026 % of Total Revenues, net Six months ended June 30, 2025 % of Total Revenues, net Increase (decrease) % Change Revenues, net: Corporate Payments $ 1,052.6 40.5 % $ 732.4 34.7 % $ 320.2 43.7 % Vehicle Payments 1,144.1 44.0 % 986.3 46.8 % 157.8 16.0 % Lodging Payments 234.2 9.0 % 230.0 10.9 % 4.2 1.8 % Other 168.9 6.5 % 159.0 7.5 % 9.9 6.2 % Total revenues, net 2,599.8 100.0 % 2,107.7 100.0 % 492.1 23.3 % Consolidated operating expenses: Processing 547.2 21.0 % 460.4 21.8 % 86.9 18.9 % Selling 298.8 11.5 % 223.3 10.6 % 75.5 33.8 % General and administrative 427.5 16.4 % 334.0 15.8 % 93.5 28.0 % Depreciation and amortization 233.1 9.0 % 183.5 8.7 % 49.6 27.0 % Other operating, net 107.2 4.1 % — — % 107.2 NM Gain on disposition, net 122.5 4.7 % — — % 122.5 NM Operating income 1,108.4 42.6 % 906.5 43.0 % 201.9 22.3 % Other (income) expense, net 27.3 1.1 % (6.5) (0.3) % 33.8 NM Interest expense, net 224.8 8.6 % 190.8 9.1 % 34.0 17.8 % Loss on extinguishment of debt 6.6 0.3 % 1.6 0.1 % 5.0 NM Provision for income taxes 244.2 9.4 % 192.6 9.1 % 51.6 26.8 % Net income 605.5 23.3 % 528.0 25.0 % 77.5 14.7 % Less: Net income attributable to noncontrolling interest 7.1 NM 0.6 — % 6.6 NM Net income attributable to Corpay $ 598.4 23.0 % $ 527.4 25.0 % $ 71.0 13.5 % Operating income by segment: Corporate Payments $ 378.7 $ 286.8 $ 92.0 32.1 % Vehicle Payments 572.9 464.4 108.5 23.4 % Lodging Payments 92.3 92.3 (0.1) (0.1) % Other 64.6 63.0 1.6 2.5 % Total operating income $ 1,108.4 $ 906.5 $ 201.9 22.3 % NM = Not Meaningful *The sum of the columns and rows may not calculate due to rounding. Consolidated Results Consolidated revenues, net Consolidated revenues were $2,599.8 million in the six months ended June 30, 2026, an increase of 23.3% compared to the comparable prior period. The increase in consolidated revenues was due primarily to organic growth of 10%, driven by increases in spend and transaction volumes, implementation and ramping of new sales and business initiatives. Consolidated revenues also grew 7% from acquisitions completed in 2026 and 2025 and by the positive impact of the macroeconomic environment. These increases were partially offset by a reduction in revenue of $32 million from the impact of dispositions completed in 2025 and 2026. Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a positive impact of approximately $131 million on our consolidated revenues for the six months ended June 30, 2026 over the comparable prior period, driven primarily by favorable foreign exchange rates of approximately $99 million, mostly in our 38 Table of Contents Brazil, U.K. and Australian businesses, the favorable impact of fuel prices of approximately $24 million and the favorable impact of fuel price spreads of approximately $8 million. Consolidated operating expenses Processing. Processing expenses were $547.2 million in the six months ended June 30, 2026, an increase of 18.9% compared to the comparable prior period. Increases in processing expenses were primarily due to approximately $30 million of expenses related to acquisitions completed in 2025, higher variable expenses driven by increased transaction volumes and investments to drive future growth, higher bad debt of $25 million due to increased transaction volumes and the unfavorable impact of foreign exchange rates of approximately $20 million. This increase was partially offset by lower expense of approximately $6 million from the impact of dispositions completed in 2025 and 2026. Selling. Selling expenses were $298.8 million in the six months ended June 30, 2026, an increase of 33.8% from the comparable prior period. Increases in selling expenses were primarily due to sales and marketing investments to drive future growth, increased commissions from higher sales volume and approximately $32 million of expenses related to acquisitions completed in 2025 and the unfavorable impact of foreign exchange rates of approximately $12 million. This increase was partially offset by lower expense of approximately $2 million from the impact of dispositions completed in 2025 and 2026. General and administrative. General and administrative expenses were $427.5 million in the six months ended June 30, 2026, an increase of 28.0% from the comparable prior period. The increase in general and administrative expenses was primarily due to acquisition-related deal fees, information technology investments and approximately $33 million of expenses related to acquisitions completed in 2025, higher stock-based compensation expense of $12 million and the unfavorable impact of foreign exchange rates of approximately $10 million. This increase was partially offset by lower expense of approximately $5 million from the impact of dispositions completed in 2025 and 2026. Depreciation and amortization. Depreciation and amortization expenses were $233.1 million in the six months ended June 30, 2026, an increase of 27.0% from the comparable prior period. Depreciation and amortization expenses increased due to incremental investments in capital expenditures and approximately $34 million of expenses related to acquisitions completed in 2025 and the unfavorable impact of foreign exchange rates of approximately $6 million. This increase was partially offset by lower expense of approximately $2 million from the impact of dispositions completed in 2025 and 2026. Other operating, net. Other operating, net was $107.2 million in the six months ended June 30, 2026, and primarily related to a contingent loss related to the FTC legal matter of $100 million and losses on the disposal of fixed assets. Consolidated operating income Operating income was $1,108.4 million in the six months ended June 30, 2026, an increase of 22.3% compared to the comparable prior period. The increase in operating income was primarily due to the reasons discussed above. Other (income) expense, net. Other expense, net was $27.3 million in the six months ended June 30, 2026, which primarily represented net losses related to our equity method investments of $22.7 million and the impact of fluctuations in foreign exchange rates on non-functional currency balances. Other income, net was $6.5 million in the six months ended June 30, 2025 primarily due to the disposition of a cost method investment in the second quarter of 2025. Interest expense, net. Interest expense, net was $224.8 million in the six months ended June 30, 2026, an increase of $34.0 million from the comparable prior period. The increase in interest expense was primarily due to increased borrowings used for acquisitions, partially offset by lower interest rates and higher interest income due to higher cash balances. The following table sets forth the average interest rates paid on borrowings under our Credit Facility, excluding the related unused facility fees and swaps. Six Months Ended June 30, (Unaudited) 2026 2025 Term Loan A 5.11 % 5.80 % Term Loan B-5 5.43 % 6.08 % Term Loan B-6 5.39 % N/A Revolving line of credit A & B (USD) 5.10 % 5.81 % Revolving line of credit B (GBP) 5.13 % 5.62 % We have a portfolio of interest rate swaps, which are designated as cash flow hedges and cross-currency interest rate swaps, which are designated as net investment hedges. During the six months ended June 30, 2026, as a result of these swap contracts and net investment hedges, we recorded a benefit to interest expense, net of $5.6 million. Provision for income taxes. The provision for income taxes and effective tax rate were $244.2 million and 28.7%, respectively, for the six months ended June 30, 2026, compared to $192.6 million and 26.7%, respectively, for the comparable prior period. The change in the effective tax rate for the six months ended June 30, 2026 over the comparable prior period was primarily driven by the gain on the sale of PayByPhone, an improvement in the geographic mix of earnings and other one-time items. 39 Net income attributable to Corpay. For the reasons discussed above, our net income attributable to Corpay increased to $598.4 million in the six months ended June 30, 2026, an increase of 13.5% from the comparable prior period. Segment Results Corporate Payments Corporate Payments revenues were $1,052.6 million in the six months ended June 30, 2026, an increase of 43.7%, from the comparable prior period. Corporate Payments revenues increased primarily due to organic revenue growth of 16%, driven by a 43% growth in spend volume, strong new sales in our payables and cross-border solutions, and the impact of our acquisitions, which contributed approximately $150 million in revenue, the favorable impact of changes in foreign exchange rates of $29 million and the favorable impact of fuel prices of approximately $4 million. Corporate Payments revenue per spend dollar decreased over the comparable prior period due to the impact of new payables and cross-border enterprise clients. Corporate Payments operating income was $378.7 million in the six months ended June 30, 2026, an increase of 32.1% from the comparable prior period. Corporate Payments operating income increased primarily due to reasons discussed above and integration synergies, partially offset by sales investments to grow the business and one-time integration expenses. Vehicle Payments Vehicle Payments revenues were $1,144.1 million in the six months ended June 30, 2026, an increase of 16.0%, from the comparable prior period. Vehicle Payments revenues increased primarily due to organic revenue growth of 9% driven by 6% growth in transaction volumes, new sales growth, and the impact of acquisitions, which contributed approximately $8 million in revenue. Revenue also increased due to the favorable impact of changes in foreign exchange rates on revenue of $67 million and the favorable impact of fuel prices and fuel price spreads on revenue of approximately $20 million and $8 million, respectively. These increases were partially offset by dispositions completed in 2026 and 2025, which lowered revenue by approximately $32 million. Vehicle Payments operating income was $572.9 million in the six months ended June 30, 2026, an increase of 23.4% from the comparable prior period primarily due to revenue growth discussed above and by the overall net favorable impact of the macroeconomic environment. These increases were partially offset by the impact of a contingent loss related to the FTC legal matter of $100 million and the impact of dispositions. Lodging Payments Lodging Payments revenues were $234.2 million in the six months ended June 30, 2026, an increase of 1.8% from the comparable prior period. The increase in Lodging Payments revenues was primarily due to an increase in revenue per room night across all solutions. Lodging Payments operating income was $92.3 million in the six months ended June 30, 2026, a decrease of 0.1% from the comparable prior period due to the reasons discussed above. Other Other revenues were $168.9 million in the six months ended June 30, 2026, an increase of 6.2% from the comparable prior period, driven by increases in gift card and payroll card transaction volume. Other operating income was $64.6 million in the six months ended June 30, 2026, an increase of 2.5% from the comparable prior period due to the reasons discussed above. Liquidity and capital resources Our principal liquidity requirements are to service and repay our indebtedness, make acquisitions of businesses and commercial account portfolios, repurchase shares of our common stock and meet working capital, tax and capital expenditure needs. Sources of liquidity. We believe that our current level of cash and borrowing capacity under our Credit Facility, Securitization Facility (as defined below) and other facilities (each discussed below), together with expected future cash flows from operations, will be sufficient to meet the needs of our existing operations and planned requirements for at least the next 12 months and into the foreseeable future, based on our current assumptions. At June 30, 2026, we had approximately $4.8 billion in total liquidity, consisting of approximately $1.6 billion available under our Credit Facility and unrestricted cash of $3.2 billion, a portion of which includes customer deposits or is required for working capital and regulatory purposes. Restricted cash primarily represents customer deposits repayable on demand held in certain geographies with legal restrictions, customer funds held for the benefit of others, collateral received from customers for cross-currency transactions in our cross-border payments business, which is restricted from use other than to repay customer deposits and to secure and settle cross-currency transactions, and collateral posted with banks for hedging positions in our cross-border payments business. We also utilize the Securitization Facility to finance a portion of our receivables, to lower our cost of borrowing and more efficiently use capital. Accounts receivable collateralized within our Securitization Facility relate to trade receivables resulting 40 Table of Contents primarily from charge card activity in Vehicle Payments and Corporate Payments and receivables related to our Lodging Payments business. We also consider the available and undrawn amounts under our Securitization Facility and Credit Facility as funds available for working capital purposes and acquisitions. At June 30, 2026, we had no additional liquidity under our Securitization Facility. We have determined that outside basis differences associated with our investments in foreign subsidiaries would not result in a material deferred tax liability, and, consistent with our assertion that these amounts continue to be indefinitely invested, have not recorded incremental income taxes for the additional outside basis differences. Cash flows The following table summarizes our cash flows for the six month periods ended June 30, 2026 and 2025 (in millions). Six Months Ended June 30, (Unaudited) 2026 2025 Net cash provided by operating activities $ 1,413.5 $ 1,066.1 Net cash provided by (used in) investing activities $ 321.5 $ (222.6) Net cash (used in) provided by financing activities $ (419.7) $ 78.4 Operating activities. Net cash used in operating activities was $1,413.5 million in the six months ended June 30, 2026, compared to $1,066.1 million in the comparable prior period. This change in operating cash flows was primarily driven by changes in working capital. Investing activities. Net cash provided by investing activities was $321.5 million in the six months ended June 30, 2026 compared to net cash used in investing activities of $222.6 million in the comparable prior period. The increase in cash provided by investing activities was primarily due to net cash proceeds of $421.7 million received during the six months ended June 30, 2026 related to the disposition of the PayByPhone business, as well as less acquisition spend in 2026 over the comparable period in 2025. Financing activities. Net cash used in financing activities was $419.7 million in the six months ended June 30, 2026 compared to net cash provided by financing activities of $78.4 million in the comparable prior period. This change in financing cash flows was primarily due to an increase in repurchases of common stock in 2026 of $1,021.6 million over the comparable period in 2025, partially offset by an increase in net borrowings on our Credit Facility and Securitization Facility of $509.8 million in 2026 over the comparable period in 2025. Credit Facility Corpay Technologies Operating Company, LLC, and certain of our domestic and foreign owned subsidiaries, as designated co-borrowers (the "Borrowers"), are parties 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. As of June 30, 2026, the Credit Agreement provides for senior secured credit facilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $3.7 billion, a Term Loan A facility in the amount of $3.3 billion and a Term Loan B facility in the amount of $2.95 billion. The revolving credit facility consists of (a) a revolving A credit facility in the amount of $1.95 billion, with sublimits for letters of credit and swing line loans, (b) a revolving B facility in the amount of $0.95 billion with borrowings in U.S. dollars, euros, British pounds, Japanese yen or other currency as agreed in advance and sublimits for swing line loans and (c) a revolving C facility in the amount of $0.80 billion, with borrowings in U.S. dollars and Swiss francs. Proceeds from the credit facilities may be used for working capital purposes, acquisitions and other general corporate purposes. The maturity date for the Term Loan A and revolving credit facilities A and B is May 21, 2031. The Term Loan B-6 has a maturity date of November 5, 2032. At June 30, 2026, the interest rate on the Term Loan A was 5.02%, the interest rate on the Term Loan B-6 was 5.39%, and the interest rate on the Revolving A, B and C facilities (USD borrowings) was 5.03%. The unused credit facility fee was 0.25% at June 30, 2026. At June 30, 2026, we had $3.3 billion in borrowings outstanding on the Term Loan A, net of discounts and debt issuance costs, $2.9 billion in borrowings outstanding on the Term Loan B, net of discounts and debt issuance costs and $2.1 billion outstanding on the revolving credit facilities. We have unamortized debt issuance costs of $11.7 million related to the revolving credit facilities as of June 30, 2026 recorded within other assets in the Unaudited Consolidated Balance Sheets. We have unamortized debt discounts and debt issuance costs of $37.1 million related to our Term Loans at June 30, 2026 recorded in notes payable and other obligations, net of current portion within the Unaudited Consolidated Balance Sheets. During the six months ended June 30, 2026, we made principal payments of $5,989.3 million on the Term Loans and net borrowings of $795.8 million on the revolving credit facilities. As of June 30, 2026, we were in compliance with each of the financial and non-financial covenants under the Credit Agreement. 41 Securitization Facility We are party to a $2.3 billion receivables purchase agreement among Fleetcor Funding LLC and Corpay Funding (UK) Limited, as special purpose entities, Corpay Technologies Operating Company, LLC and Allstar Business Solutions Limited, as servicers, PNC Bank, National Association as administrator and swingline purchaser, PNC Capital Markets, LLC, as structuring agent and multiple purchaser agents, conduit purchasers and related committed purchasers parties thereto (the "Securitization Facility") as of June 30, 2026. At June 30, 2026, the interest rate on the Securitization Facility was 4.55%. The Securitization Facility provides for certain termination events, which includes nonpayment, upon the occurrence of which the administrator may declare the facility termination date to have occurred, may exercise certain enforcement rights with respect to the receivables and may appoint a successor servicer, among other things. We were in compliance with all financial and non-financial covenant requirements related to our Securitization Facility as of June 30, 2026. Other Facilities We carefully monitor and manage initial and variation margin requirements for our cross-border solutions, which can result in transitory periods of elevated liquidity needs in cases where the currency market experiences disruption. In order to help mitigate that liquidity risk, we have entered into facilities intended to provide additional means to manage working capital needs for our cross-border solutions. We have four uncommitted overdraft facilities with a combined capacity of $155.0 million, which may be accessible via written request and corresponding authorization from the applicable lenders. There is no guarantee the uncommitted capacity will be available to us on a future date. Interest on drawn balances accrues under the agreements at either (a) at a fixed rate equal to the lender's reference rate or the Federal Funds Effective Rate (as defined in the respective agreements) plus either 1% or 1.25% or (b) SOFR plus 1.25%. As of June 30, 2026, we had $59.0 million in borrowings outstanding under the uncommitted credit facilities. We also have a 364-day committed revolving credit facility with a total commitment of $70.0 million and maturity date of May 21, 2031. Borrowings under this facility will bear interest at the borrower’s option at a rate equal to (a) Term SOFR (as defined in the agreement) plus 1.25% or (b) the Base Rate (determined by reference to the greatest of (i) the Federal Funds Effective Rate, at that time, plus 0.50%, (ii) the Prime Rate, at that time, and (iii) Term SOFR (as defined in the agreement) at such time plus 1.00%). As of June 30, 2026, we had no borrowings outstanding under the committed credit facility. Cash Flow Hedges As of June 30, 2026, we 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 $4.0 billion of unspecified variable rate debt, the sole source of which is due to changes in the SOFR benchmark interest rate. For each of these swap contracts, we pay a fixed monthly rate and receive one month SOFR. Our cash flow hedges resulted in a $5.5 million increase to interest expense, net during the six months ended June 30, 2026. 42 Table of Contents Net Investment Hedges We enter 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. Upon maturity of a net investment hedge, if not rolled over or restructured, the final exchange may require a cash settlement based on the differential in prevailing exchange rates versus the initial rate in the hedge. This could result in a significant cash payment depending on market conditions at the time of settlement. At June 30, 2026, we 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 1.330% 5/20/2027 Canadian Dollar (CAD) $800 1.350% 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. We anticipate perfect effectiveness of the designated hedging relationships and record 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. We recognized a benefit of $11.1 million in interest expense, net for the six months ended June 30, 2026 related to these excluded components. Stock Repurchase Program On February 4, 2016, we announced that our Board approved a stock repurchase program (as updated from time to time, the "Program") authorizing us to repurchase our 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. 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 us up to $1.4 billion of remaining authorization available under the Program for future repurchases of shares of our common stock as of June 30, 2026. Under the Program, any stock repurchases may be made at times and in such amounts as deemed appropriate by management. The timing and amount of stock repurchases, if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory requirements and any additional constraints related to material inside information we may possess. Any repurchases have been and are expected to be funded by a combination of available cash flow from the business, working capital and debt. The Program does not obligate us to repurchase and particular amount of common stock, and the program may be suspended, modified or discontinued at any time. Redeemable Noncontrolling Interest In April 2025, we expanded our long-standing strategic partnership agreement with Mastercard to deliver an enhanced suite of corporate cross-border payment solutions. The transaction also included an investment in our cross-border payments business with Mastercard acquiring a 2.3% noncontrolling interest in the cross-border payments business for $300 million. The investment into our cross-border payments business closed on December 1, 2025. Mastercard will have the right to sell, or put, its interest back to us for six months starting on August 1, 2027. If Mastercard does not exercise the put right, we will have a reciprocal call right to repurchase the interest for six months starting on May 1, 2028. In each case, the purchase price is the $300 million of invested capital plus 8% per annum, compounded annually. 43 Minority Investment In May 2025, we along with TPG formed a limited partnership that, through its wholly owned subsidiaries, entered into a definitive agreement to acquire 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, we invested approximately $578 million for approximately 35% of the equity in the limited partnership 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 closing of the AvidXchange acquisition, we will have the right to acquire, or call, all of the remaining outstanding equity in the limited partnership for approximately 2.5 times invested capital which would result in our consolidation of the limited partnership. If we do 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, we are required to guarantee a return to our 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. Maintenance Disposition In June 2026, we signed a definitive agreement to sell our Maintenance business to a third party. We expect to receive approximately £600 million (approximately $800 million), before cash acquired, in exchange for the business . In connection with the sale, we anticipate a pre-tax net gain on ultimate disposal between approximately $460 million and $515 million. The transaction is expected to be completed later this year, pending U.K. and Australian regulatory approval. Critical accounting estimates In applying the accounting policies that we use to prepare our consolidated financial statements, we necessarily make accounting estimates that affect our reported amounts of assets, liabilities, revenues and expenses. Some of these estimates require us to make assumptions about matters that are highly uncertain at the time we make the accounting estimates. We base these assumptions and the resulting estimates on historical information and other factors that we believe to be reasonable under the circumstances, and we evaluate these assumptions and estimates on an ongoing basis. In many instances, however, we reasonably could have used different accounting estimates and, in other instances, changes in our accounting estimates could occur from period to period, with the result in each case being a material change in the financial statement presentation of our financial condition or results of operations. We refer to estimates of this type as critical accounting estimates. Accounting estimates necessarily require subjective determinations about future events and conditions. During the three months ended June 30, 2026, we have not adopted any new critical accounting policies that had a significant impact upon our consolidated financial statements, have not changed any critical accounting policies and have not changed the application of any critical accounting policies from the year ended December 31, 2025. For critical accounting policies, refer to the Critical Accounting Estimates in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 and our summary of significant accounting policies in Note 1 of our Notes to the Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q. 44 Table of Contents Management’s Use of Non-GAAP Financial Measures We have included in the discussion above certain financial measures that were not prepared in accordance with GAAP. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Below, we define the non-GAAP financial measures, provide a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP and discuss the reasons that we believe this information is useful to management and may be useful to investors. Because our non-GAAP financial measures are not standardized measures, they may not be directly comparable with the non-GAAP financial measures of other companies using the same or similar non-GAAP financial measures. Although management uses these non-GAAP measures to set goals and measure performance, they have no standardized meaning prescribed by GAAP. These non-GAAP measures are presented solely to permit investors to more fully understand how our management assesses underlying performance. These non-GAAP measures are not, and should not be viewed as, a substitute for GAAP measures and should be viewed in conjunction with our GAAP financial statements and financial measures. As a result, such non-GAAP measures have limits in their usefulness to investors. Organic Revenues, net by KPI. Organic revenue growth is calculated as revenue growth in the current period adjusted for the impact of changes in the macroeconomic environment (to include fuel price, fuel price spreads and changes in foreign exchange rates) over revenue in the comparable prior period adjusted to include or remove the impact of acquisitions and/or divestitures, inclusive of changes of operational and capital structure, and non-recurring items that have occurred subsequent to that period. We believe that organic revenue growth on a macro-neutral, one-time item and consistent acquisition/divestiture/non-recurring item bases is useful to investors for understanding the performance of Corpay. 45 Set forth below is a reconciliation of pro forma and macro adjusted revenue and key performance metric by segment, used to calculate organic revenue growth, to the most directly comparable GAAP measure, revenues, net and key performance metric (in millions):* Revenues, net Key Performance Metric Three Months Ended June 30, 2026 Three Months Ended June 30, 2026 (Unaudited) 2026 2025 2026 2025 CORPORATE PAYMENTS - SPEND Pro forma and macro adjusted $ 538.1 $ 465.5 $ 94,635 $ 66,238 Impact of acquisitions/dispositions — (78.2) — (10,566) Impact of fuel prices/spread 3.5 — — — Impact of foreign exchange rates 7.1 — — — As reported $ 548.7 $ 387.3 $ 94,635 $ 55,673 VEHICLE PAYMENTS - TRANSACTIONS Pro forma and macro adjusted $ 523.5 $ 484.3 147.1 136.3 Impact of acquisitions/dispositions 0.8 27.7 0.5 71.0 Impact of fuel prices/spread 26.7 — — — Impact of foreign exchange rates 29.2 — — — As reported $ 580.2 $ 512.0 147.6 207.3 LODGING PAYMENTS - ROOM NIGHTS Pro forma and macro adjusted $ 122.5 $ 119.8 7.5 8.7 Impact of acquisitions/dispositions — — — — Impact of fuel prices/spread — — — — Impact of foreign exchange rates 0.7 — — — As reported $ 123.2 $ 119.8 7.5 8.7 OTHER1- TRANSACTIONS Pro forma and macro adjusted $ 86.7 $ 82.9 450.4 420.1 Impact of acquisitions/dispositions — — — — Impact of fuel prices/spread — — — — Impact of foreign exchange rates — — — — As reported $ 86.7 $ 82.9 450.4 420.1 CORPAY CONSOLIDATED REVENUES, NET Pro forma and macro adjusted $ 1,270.7 $ 1,152.5 Intentionally Left Blank Impact of acquisitions/dispositions 0.8 (50.5) Impact of fuel prices/spread2 30.2 — Impact of foreign exchange rates2 37.0 — As reported $ 1,338.8 $ 1,102.0 * Columns may not calculate due to rounding. 1 Other includes Gift, Outsourced Card Processing and Payroll Card operating segments. 2 Revenues reflect the positive impact of movements in foreign exchange rates of approximately $37 million, positive impact from fuel prices of approximately $20 million and the positive impact of fuel price spreads of approximately $10 million. Adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay. We have defined the non-GAAP measure adjusted net income attributable to Corpay as net income attributable to Corpay, as reflected in our Unaudited Consolidated Statements of Income, adjusted to eliminate (a) non-cash stock-based compensation expense related to stock-based compensation awards, (b) amortization of deferred financing costs, discounts, intangible assets, amortization of the premium recognized on the purchase of receivables and amortization attributable to Corpay's noncontrolling interests, (c) integration and deal related costs, and (d) other non-recurring items, including unusual credit losses, certain discrete tax items, the impact of business dispositions, impairment losses, asset write-offs, restructuring costs, loss on extinguishment of debt, taxes associated with stock-based compensation programs, losses and gains on foreign currency transactions and legal settlements and related legal fees. We adjust net income for the tax effect of adjustments using our effective income tax rate, exclusive of certain discrete tax items. We calculate adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay to eliminate the effect of items that we do not consider indicative of our core operating performance. We have defined the non-GAAP measure adjusted net income per diluted share attributable to Corpay as the calculation previously noted divided by the weighted average diluted shares outstanding as reflected in our Unaudited Consolidated Statements of Income. Adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay are supplemental measures of operating performance that do not represent and should not be considered as an alternative to net income, net 46 Table of Contents income per diluted share or cash flow from operations, as determined by GAAP. We believe it is useful to exclude non-cash stock-based compensation expense from adjusted net income because non-cash equity grants made at a certain price and point in time do not necessarily reflect how our business is performing at any particular time and stock-based compensation expense is not a key measure of our core operating performance. We also believe that amortization expense can vary substantially from company to company and from period to period depending upon their financing and accounting methods, the fair value and average expected life of their acquired intangible assets, their capital structures and the method by which their assets were acquired; therefore, we have excluded amortization expense from our adjusted net income. Integration and deal related costs represent business acquisition transaction costs, professional services fees, short-term retention bonuses and system migration costs, etc., that are not indicative of the performance of the underlying business. We also believe that certain expenses, certain discrete tax items, gains on business disposition, recoveries (e.g. legal settlements, write-off of customer receivable, etc.), gains and losses on investments, taxes related to stock-based compensation programs and impairment losses do not necessarily reflect how our investments and business are performing. We adjust net income for the tax effect of each of these adjustments using the effective tax rate during the period, exclusive of certain discrete tax items. Management uses adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, organic revenue growth, EBITDA and adjusted EBITDA: •as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis; •for planning purposes, including the preparation of our internal annual operating budget; •to allocate resources to enhance the financial performance of our business; and •to evaluate the performance and effectiveness of our operational strategies. Set forth below is a reconciliation of adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay to the most directly comparable GAAP measure, net income attributable to Corpay and net income per diluted share attributable to Corpay (in thousands, except shares and per share amounts)*: 47 Three Months Ended June 30, Six Months Ended June 30, (Unaudited) 2026 2025 2026 2025 Net income attributable to Corpay $ 248,307 $ 284,168 $ 598,373 $ 527,401 Net income per diluted share attributable to Corpay $ 3.70 $ 3.98 $ 8.79 $ 7.38 Stock-based compensation 32,014 28,868 59,509 47,234 Amortization1 85,105 64,137 168,269 130,203 Legal settlements and litigation 100,944 278 101,526 863 Loss on extinguishment of debt 6,557 — 6,557 1,596 Integration and deal related costs 38,127 14,452 55,053 25,841 Restructuring and related costs 2,839 3,330 6,879 6,130 Gain on disposition, net (1,099) — (122,522) — Adjustments at equity method investment, net of tax 14,321 — 35,711 — Other2 2,641 (6,903) 13,022 (396) Total adjustments 281,449 104,162 324,004 211,471 Income tax impact of pre-tax adjustments at the effective tax rate3 (65,372) (27,840) (104,926) (55,456) Discrete tax items4 — 5,931 44,103 5,931 Adjusted net income attributable to Corpay $ 464,384 $ 366,421 $ 861,554 $ 689,347 Adjusted net income per diluted share attributable to Corpay5 $ 7.00 $ 5.13 $ 12.80 $ 9.64 Diluted shares 66,325 71,429 67,379 71,494 1 Includes consolidated amortization related to intangible assets, premium on receivables, deferred financing costs and debt discounts. 2 Includes losses and gains on foreign currency transactions, amortization expense attributable to the Company's noncontrolling interests, taxes associated with stock-based compensation programs and a loss on an economic hedge of a foreign-denominated purchase price of an acquisition and other non-recurring items. 3 Represents provision for income taxes of pre-tax adjustments. Adjustments related to our equity method investment are tax effected at the effective tax rate of the investment as stated. 4 For 2026, represents discrete taxes on net gain realized upon disposition of our PayByPhone business within Vehicle Payments of $40.0 million and taxes related to our equity method investment. 5 Excludes the impact on earnings per share of the adjustment of a non-controlling interest to its maximum redemption value of $2.8 million and $5.8 million for the three and six months ended June 30, 2026, respectively. *Columns may not calculate due to rounding. 48 Table of Contents EBITDA, Adjusted EBITDA and Adjusted EBITDA margin. EBITDA is defined as earnings before interest, income taxes, interest expense, net, other (income) expense, net, depreciation and amortization, loss on extinguishment of debt, goodwill impairment, investment loss/gain and other operating, net. Adjusted EBITDA is defined as EBITDA further adjusted for stock-based compensation expense and other one-time items including certain legal expenses, restructuring costs and integration and deal related costs. Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of revenue. The following table reconciles EBITDA, adjusted EBITDA and adjusted EBITDA margin to net income (in millions)*: Three Months Ended June 30, Six Months Ended June 30, (Unaudited) 2026 2025 2026 2025 Net income $ 251.8 $ 284.1 $ 605.5 $ 528.0 Provision for income taxes 92.9 109.0 244.2 192.6 Interest expense, net 114.7 96.9 224.8 190.8 Other expense, net 6.3 (10.6) 27.3 (6.5) Depreciation and amortization 118.3 91.4 233.1 183.5 Gain on disposition, net (1.1) — (122.5) — Loss on extinguishment of debt 6.6 — 6.6 1.6 Other operating, net 99.9 — 107.2 — EBITDA $ 689.4 $ 570.7 $ 1,326.3 $ 1,090.0 Stock-based compensation $ 32.0 $ 28.9 $ 59.5 $47.2 Other addbacks1 45.8 21.0 70.0 38.7 Adjusted EBITDA $ 767.2 $ 620.6 $ 1,455.8 $ 1,176.0 Revenues, net $ 1,338.8 $ 1,102.0 $ 2,599.8 $ 2,107.7 Adjusted EBITDA margin 57.3 % 56.3 % 56.0 % 55.8 % 1 Includes certain legal expenses, restructuring costs and integration and deal related costs * Columns may not calculate due to rounding. 49 Special Cautionary Notice Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about Corpay’s beliefs, expectations and future performance, are forward-looking statements. Forward-looking statements can be identified by the use of words such as "anticipate," "intend," "believe," "estimate," "plan," "seek," "project" or "expect," "may," "will," "would," "could" or "should," the negative of these terms or other comparable terminology. These forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such statements. We have based these forward-looking statements largely on our current expectations and projections about future events. Forward-looking statements are subject to many uncertainties and other variable circumstances, including those discussed in "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on February 27, 2026, many of which are outside of our control, that could cause our actual results and experience to differ materially from any forward-looking statement. Forward-looking statements may not be realized due to a variety of factors, including, without limitation: •risks related to our ability to successfully execute our strategic plan, manage our growth and achieve our performance targets; •the impact of macroeconomic conditions, including any recession or economic downturn that has occurred or may occur in the future, and whether expected trends, including fluctuations in retail fuel prices and fuel price spreads, fuel transaction patterns, electric vehicle adoption, retail lodging prices, foreign exchange rates and interest rates develop as anticipated, and whether we are able to develop and implement successful strategies in light of these trends; •our ability to attract new and retain existing partners, fuel merchants, and lodging providers, their promotion and support of our products, and their financial performance; •our ability to successfully manage the derivative financial instruments that we use in our cross-border solution to manage our exposure to various market risks, including changes in foreign exchange rates; •the failure of management assumptions and estimates, as well as differences in, and changes to, economic, market, interest rate, interchange fees, foreign exchange rates, and credit conditions, including changes in borrowers’ credit risks and payment behaviors; •the risks of mergers, acquisitions and divestitures, such as our recent acquisition of a partnership interest in AvidXchange and our acquisition of Alpha, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; •the risk of higher borrowing costs and adverse financial market conditions impacting our funding and liquidity, and any reduction in our credit ratings; •our ability to successfully manage our credit risks and the sufficiency of our allowance for expected credit losses; •our ability to securitize our trade receivables; •the occurrence of fraudulent activity, data breaches or failures of information security controls, or other technology or cybersecurity-related incidents that may compromise our systems or customers’ information; •any disruptions in the operations of our computer systems and data centers; •the operational and political risks and compliance and regulatory risks and costs associated with international operations; •the impact of international conflicts, including between Russia and Ukraine, as well as within the Middle East, on the global economy or our business and operations; •the impact of changes in global tariff and trade policies and potential retaliatory actions by affected countries; •our ability to develop and implement new technology, products, and services; •any alleged infringement of intellectual property rights of others and our ability to protect our intellectual property; •the regulation, supervision, and examination of our business by foreign and domestic governmental authorities, as well as litigation and regulatory actions, including the lawsuit filed by the Federal Trade Commission (FTC); •the impact of regulations and related requirements relating to privacy, information security and data protection; derivative and hedging activities; use of third-party vendors and other third-party business relationships; and failure to comply with anti-money laundering (AML) and anti-terrorism financing laws; •changes in our senior management team and our ability to attract, motivate and retain qualified personnel consistent with our strategic plan; 50 Table of Contents •tax legislation initiatives or challenges to our tax positions and/or interpretations, and state sales tax rules and regulations; •our ability to remediate material weaknesses and the ongoing effectiveness of internal control over financial reporting; and •the other factors and information in our Annual Report on Form 10-K and other filings that we make with the Securities and Exchange Commission (SEC) under the Exchange Act and Securities Act. See "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on February 27, 2026. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this report are made only as of the date hereof. We do not undertake, and specifically disclaim, any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. You may get Corpay’s SEC filings for free by visiting the SEC web site at www.sec.gov. This report includes non-GAAP financial measures, which are used by Corpay and investors as supplemental measures to evaluate the overall operating performance of companies in our industry. By providing these non-GAAP financial measures, together with reconciliations, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives. See "Management’s Use of Non-GAAP Financial Measures" elsewhere in this Quarterly Report on Form 10-Q for additional information regarding these Non-GAAP financial measures and a reconciliation to the nearest corresponding GAAP measure.
As of June 30, 2026, there have been no material changes to our market risk from that disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
As of June 30, 2026, there have been no material changes to our market risk from that disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Read original filing text →In the ordinary course of business, Corpay, Inc. and its subsidiaries, (collectively, the "Company") is involved in various pending or threatened legal actions, arbitration proceedings, claims, subpoenas and matters relating to compliance with laws and regulations (collectively,…
In the ordinary course of business, Corpay, Inc. and its subsidiaries, (collectively, the "Company") is involved in various pending or threatened legal actions, arbitration proceedings, claims, subpoenas and matters relating to compliance with laws and regulations (collectively, "legal proceedings"). Based on our current knowledge, management presently does not believe that the liabilities arising from these legal proceedings will have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, it is possible that the ultimate resolution of these legal proceedings could have a material adverse effect on our results of operations and financial condition for any particular period. FTC Matter In October 2017, the Federal Trade Commission (FTC) issued a Notice of Civil Investigative Demand to the Company for the production of documentation and a request for responses to written interrogatories. After discussions with the Company, the FTC proposed in October 2019 to resolve potential claims relating to the Company’s advertising and marketing practices, principally in its U.S. direct fuel card business within its North American fuel card business. The parties reached impasse primarily related to what the Company believed were unreasonable demands for redress made by the FTC. On December 20, 2019, the FTC filed a lawsuit in the Northern District of Georgia (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.
Read original filing text →In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 and Part II, Item 1A, "Risk Factors" in other reports we f…
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 and Part II, Item 1A, "Risk Factors" in other reports we file with the Securities and Exchange Commission, from time to time, all of which could materially affect our business, financial condition or future results. There have been no material changes in our risk factors from those disclosed under the caption "Item 1A. Risk Factors" to our annual report on Form 10-K for the year ended December 31, 2025.
Read original filing text →