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What changed in Corpay's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Corpay's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+888 added−414 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-27)

Top changes in Corpay's 2025 10-K

888 paragraphs added · 414 removed · 329 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

79 edited+25 added−13 removed107 unchanged
Biggest changeOur turnkey solution benefits our customers in the form of brand promotion, cardholder loyalty, increased sales, interest on prepaid balances and breakage on abandoned card balances. 8 Table of Contents Payroll Card – We offer a payroll card solution in North America in the form of a reloadable stored value card, that can be used instead of a paper payroll check.
Biggest changePayroll Card – We offer a payroll card solution in North America in the form of a reloadable stored value card, that can be used instead of a paper payroll check. Our solution operates on the Mastercard payment network and the Allpoint ATM network. The payroll cards are issued to our customers’ employees and funded by the employees’ wages.
We make available on or through our website certain reports and amendments to those reports that we file with or furnish the SEC in accordance with the Securities and Exchange Act of 1934, as amended (Exchange Act). These include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.
We make available on or through our website certain reports and amendments to those reports that we file with or furnish the SEC in accordance with the Securities and Exchange Act of 1934, as amended ( the "Exchange Act"). These include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.
King worked at Mastercard where he was most recently Managing Director, MasterCard Prepaid Management Services. During his 11 year career at Mastercard, Mr. King held the roles of Group Head, Global Prepaid Solutions, Group General Manager for Market and Business Development in the U.K. & Ireland and General Manager, Global Accounts. Prior to Mastercard, Mr.
("Mastercard") where he was most recently Managing Director, MasterCard Prepaid Management Services. During his 11 year career at Mastercard, Mr. King held the roles of Group Head, Global Prepaid Solutions, Group General Manager for Market and Business Development in the U.K. & Ireland and General Manager, Global Accounts. Prior to Mastercard, Mr.
We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. In addition, the SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically at https://www.sec.gov. 15 Table of Contents ITEM X.
We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. In addition, the SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically at https://www.sec.gov. 16 Table of Contents ITEM X.
For our consumer customers, our Vehicle Payment solutions provide seamless, mobile first digital experience when paying for certain vehicle related expenses, removing the friction associated with alternative payment methods and having to use multiple service providers. We utilize both proprietary and third-party payment acceptance networks to deliver our Vehicle Payments solutions.
For our consumer customers, our Vehicle Payments solutions provide seamless, mobile first digital experiences when paying for certain vehicle related expenses, removing the friction associated with alternative payment methods and having to use multiple service providers. We utilize both proprietary and third-party payment acceptance networks to deliver our Vehicle Payments solutions.
Fleet Maintenance – We provide a SaaS-based vehicle management solution that helps major leasing companies, as well as fleet operators of all sizes, to manage their vehicle maintenance, service and repair needs primarily in the U.K., and also in Germany, France, Denmark, Ireland, Australia and Portugal.
Fleet Maintenance – We provide a SaaS-based vehicle management solution that helps major leasing companies, as well as fleet operators of all sizes, to manage their vehicle maintenance, service and repair needs primarily in the U.K., and also in Germany, France, the Nordics, Ireland, Australia and Portugal.
EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth certain information regarding our executive officers, with their respective ages as of December 31, 2024 . Our officers serve at the discretion of our board of directors. There are no family relationships between any of our directors or executive officers. Name Age Position(s) Ronald F.
EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth certain information regarding our executive officers, with their respective ages as of December 31, 2025 . Our officers serve at the discretion of our board of directors. There are no family relationships between any of our directors or executive officers. Name Age Position(s) Ronald F.
Trade settlement and payment delivery is facilitated through a global network of correspondent banks, in-country payment gateways and technology providers, enabling us to send payments to recipients in over 200 countries and 145 currencies. Our customers rely on us to deliver personalized service and customer solutions.
Trade settlement and payment delivery is facilitated through a global network of correspondent banks, in-country payment gateways and technology providers, enabling us to send payments to recipients in close to 200 countries and 145 currencies. Our customers rely on us to deliver personalized service and customer solutions.
Netto led IT Services for TIVIT, an IT and BPO services company, from 2006 to 2014, where he led the integration of functional areas into the business unit, focused on onboarding new clients and ensuring service quality. Prior to TIVIT, Mr.
Netto led IT Services for TIVIT, an IT and business process outsourcing (BPO) services company, from 2006 to 2014, where he led the integration of functional areas into the business unit, focused on onboarding new clients and ensuring service quality. Prior to TIVIT, Mr.
Our tolls solution primarily operates on our proprietary Sem Parar TM network, which processes transactions for more than 7.5 million tagholders on 100% of the toll roads that accept RFID across Brazil. We provide convenience and faster travel for customers, while also reducing manual labor and cash handling at merchants’ toll booths.
Our tolls solution primarily operates on our proprietary Sem Parar TM network, which processes transacti ons for more than 7.5 million tagholders on 100% of the toll roads that accept RFID across Brazil. We provide convenience and faster travel for customers, while also reducing manual labor and cash handling at merchants’ toll booths.
Virtual Cards provide enhanced security relative to checks while reducing total payment costs for our customers. Full remittance data accompanies each Virtual Card payment, providing significant reconciliation advantages to ACH and check payments. We have integrated our Virtual Card offering into most leading ERP systems, providing a seamless experience for our customer's accounts payable personnel.
Virtual cards provide enhanced security relative to checks while reducing total payment costs for our customers. Full remittance data accompanies each virtual card payment, providing significant reconciliation advantages to ACH and check payments. We have integrated our virtual card offering into most leading enterprise resource planning (ERP) systems, providing a seamless experience for our customer's accounts payable personnel.
We are also subject to the separate security breach notification laws of each of the 50 states and the District of Columbia. Some non-U.S. data protection laws, including in the U.K. and EU, impose restrictions on the international transfer of personal data 11 Table of Contents absent lawfully recognized transfer mechanisms or, in some cases, prohibit such transfer completely.
We are also subject to the separate security breach notification laws of each of the 50 states and the District of Columbia. Some non-U.S. data protection laws, including in the U.K. and EU, impose restrictions on the international transfer of personal data absent lawfully recognized transfer mechanisms or, in some cases, prohibit such transfer completely.
Tolls – Operated primarily in Brazil, we are the leading electronic toll payments provider to businesses and consumers in the form of radio frequency identification (RFID) tags affixed to vehicle windshiel ds.
Tolls & Parking – Operated primarily in Brazil, we are a leading electronic toll payments provider to businesses and consumers in the form of radio frequency identification (RFID) tags affixed to vehicle windshiel ds.
We also conduct pulse surveys and focus groups to assess the ongoing engagement of our workforce. In January 2025, Corpay published its latest Corporate Responsibility & Sustainability Report (CRS Report), in which we provided detailed information about the Company’s views and approaches regarding environmental, social and governance issues.
We also conduct pulse surveys and focus groups to assess the ongoing engagement of our workforce. In January 2025, Corpay published its latest Corporate Responsibility & Sustainability Report (CRS Report), in which we provided detailed information about the Company’s views and approaches regarding environmental, social and governance 15 Table of Contents issues.
For example, we can enable the fuel card to allow customers to purchase a limited set of non-fuel items, such as oil, tolls, parking and vehicle maintenance supplies.
For example, we can enable the fuel card to allow customers to purchase a limited set of non-fuel items, such as oil, tolls, parking and vehicle maintenance supplies and book and pay for vehicle maintenance.
King held leadership positions at VISA in the CEMEA region from 2003 to 2005 and at Citibank from 1998 to 2003, largely across commercial payments in international markets. Mr. King spent the early part of his career in the telecom and automotive industries, in various sales and marketing roles covering Europe. Armando L.
King held leadership positions at VISA Inc. in the CEMEA region from 2003 to 2005 and at Citigroup Inc. from 1998 to 2003, largely across commercial payments in international markets. Mr. King spent the early part of his career in the telecom and automotive industries, in various sales and marketing roles covering Europe. Armando L.
Insurance – We provide temporary housing solutions for displaced policyholders of insurance carriers and catastrophe teams, serving at the request and approval of the insurance adjuster, delivering a seamless housing experience.
Insurance – We provide temporary housing solutions for displaced residential policyholders of insurance carriers and catastrophe teams, serving at the request and approval of the insurance adjuster while delivering a seamless housing experience.
The following, while not exhaustive, is a description of several federal and state laws and regulations in the U.S., as well as foreign laws and regulations, that are applicable to our business, and therefore can materially affect our capital expenditures, earnings and competitive position.
The following, while not exhaustive, is a description of several federal and state laws and regulations in the U.S., as well as foreign laws and regulations, that are applicable to our business, and therefore can materially affect our capital expenditures, 11 Table of Contents earnings and competitive position.
We would typically either white-label our charging app or integrate directly via application programming interface (API) with vehicle OEMs to deliver access to our products. Our vehicle OEM partners include Renault, NIO, Polestar and Jaguar-Land Rover.
We would typically either white-label our charging app or integrate directly via application programming interface (API) with vehicle OEMs to deliver access to our products. Our vehicle OEM partners include Renault, NIO, Polestar and Jaguar-Land Rover and our vehicle leasing partners include Ayvens and Arval.
Department of Treasury’s Office of Foreign Assets Control (OFAC) that prohibit or restrict transactions to or from or dealings with specified 12 Table of Contents countries, their governments and, in certain circumstances, their nationals, narcotics traffickers and terrorists or terrorist organizations.
Department of Treasury’s Office of Foreign Assets Control (OFAC) that prohibit or restrict transactions to or from or dealings with specified countries, their governments and, in certain circumstances, their nationals, narcotics traffickers and terrorists or terrorist organizations.
The Voice of the Employee We continue to develop and refine our people programs based on feedback we receive directly from our workforce, which we gather through a survey of all employees globally. The participation rate for our 2024 survey was approximately 54%. Our employee engagement score in 2024 remained consistent with previous years.
The Voice of the Employee We continue to develop and refine our people programs based on feedback we receive directly from our workforce, which we gather through a survey of all employees globally. The participation rate for our 2025 survey was approximately 51%. Our employee engagement score in 2025 remained consistent with previous years.
We utilize both proprietary and third- party networks where we provide access to deeply discounted hotel rooms with streamlined travel management programs, providing enhanced controls and reporting, audit and tax management services. We also can secure hotel rooms outside our proprietary networks in each of our solutions, or private homes in our insurance vertical.
We utilize both proprietary and third- party networks where we provide access to deeply discounted hotel rooms with streamlined travel management programs, thereby providing enhanced controls and reporting, audit and tax management services. We also secure hotel rooms outside our proprietary networks in each of our solutions, including private homes in our insurance vertical.
Our EV home-charging software solution is aimed at fleets that need to accurately reimburse drivers for charging that takes place at home for business purposes, capturing, measuring and accurately pricing relevant charging sessions and is directly integrated with energy companies to facilitate direct payment, thus bypassing the home energy account.
Our EV home-charging software solution is aimed at fleets that need to accurately reimburse drivers for charging that takes place at home for business purposes, capturing, measuring and accurately pricing 7 Table of Contents relevant charging sessions and is directly integrated with energy companies to facilitate direct payment, thus bypassing the home energy account.
With respect to our parking solutions, we sign deals with municipalities, local authorities and other parking operators to offer a digital parking app to drivers who need to pay for parking in their locations. Typically, signage is prominently displayed in the parking location to direct drivers to download our parking app to facilitate booking and payment.
With respect to our parking solutions, we sign deals with municipalities, local authorities and other parking operators to offer a digital parking app to drivers who need to pay for parking in their locations. Typically, signage is prominently displayed in the 9 Table of Contents parking location to direct drivers to download our parking app to facilitate booking and payment.
Our proprietary EV networks in the U.K. and western Europe, combined with our Mastercard network in the U.S., offer access to hundreds of thousands of charge points and the management of at-home charging, while also delivering additional value-added services through a mobile app, including the ability to locate and route to a charge-point, charge-point recharging speed, functionality and whether in use.
Our proprietary EV networks in the U.K. and western Europe, combined with our Mastercard network in the U.S., offer access to hundreds of thousands of charge points and the management of at-home charging, while also delivering additional value-added services through a mobile app, including the ability to locate and route to a charge-point, charge-point recharging speed, pricing and availability.
Workforce – Our workforce lodging solutions provide a comprehensive solution for business travel programs of any size and business profile, with the ability to scale to the needs of the customer. Our solution allows customers to find and book lodging online, via app, directly with the hotel or by calling us.
Workforce – Our workforce lodging solutions provide a comprehensive solution for business travel programs of any size and business profile, with the ability to scale to the needs of the customer. Our solution allows customers to find and book lodging online, via mobile app, directly with the hotel or by calling our travel support center.
Lodging Payments Our Lodging Payments solutions help businesses manage and control their lodging costs, simplify the management offerings from hotels or longer term housing arrangements and provide traveler and end customer support. We serve lodging customers through three primary verticals: workforce, airlines and insurance.
Lodging Payments Our Lodging Payments solutions help businesses manage and control their lodging costs, simplify the management of offerings from hotels and long-term housing arrangements and provide traveler and end customer support. We serve lodging customers through three primary verticals: workforce, airlines and insurance.
King joined Corpay in August 2016 and served as our President - U.K., Australia and New Zealand, based in London, until June 2019. From July 2019 to April 2022, Mr. King was Group President of Europe, Australia and New Zealand Fuel. Prior to joining us, Mr.
King joined Corpay in August 2016 and served as our President - U.K., Australia and New Zealand, based in London, until June 2019. From July 2019 to April 2022, Mr. King was Group President of Europe, Australia and New Zealand Fuel. Prior to joining us, Mr. King worked at Mastercard Inc.
We provide full-service lodging management for project-based travelers and long-term stay programs. Our solution provides customers options, controls and insights they need to streamline their corporate lodging program and optimize their investment in travel.
We provide full-service lodging management for short duration stays, project-based travelers and long duration stay programs. Our solution provides customers options, controls and insights they need to streamline their corporate lodging program and optimize their investment in travel.
Our values, listed below, are infused in all aspects of Corpay and guide our employee selection, behavior and interactions with both internal and external stakeholders: • Innovation – figure out a better way • Execution – get it done; outputs matter • Integrity – do the right thing • People – we make the difference • Collaboration – accomplish more together 14 Table of Contents As of December 31, 2024, females represented approximately 50% of our global workforce and approximately 17% of our senior leadership team, while minorities comprised approximately 32% of our domestic workforce and approximately 17% of our senior leadership team.
Our values, listed below, are infused in all aspects of Corpay and guide our employee selection, behavior and interactions with both internal and external stakeholders: • Innovation – figure out a better way • Execution – get it done; outputs matter • Integrity – do the right thing • People – we make the difference • Collaboration – accomplish more together As of December 31, 2025 , females represente d approximately 50% of our global workforce and approximately 17% of our senior leadership team, while minorities comprised approximately 32% of our domestic workforce and approximately 17% of our senior leadership team.
We partner with claims adjusters to determine the best housing solution for policyholders, including extended stay hotels and long-term housing, providing policyholders a mobile app to manage their temporary housing and receipts. Other Corpay provides other payments solutions that are not considered within our Vehicle Payments, Corporate Payments or Lodging Payments segments.
We partner with claims adjusters to determine the best housing solution for policyholders, including extended stay hotels and long-term housing, providing policyholders a mobile app to manage their temporary housing and receipts. Other Corpay provides other payments solutions that are not considered within defined segments.
Benefits – In Mexico and Brazil, we offer prepaid food vouchers or cards that may be used as a form of payment in restaurants and grocery stores. Additionally, in Brazil, we offer prepaid transportation cards and vouchers that may be used by commuting employees as a form of payment on public transportation.
Benefits – In Mexico and Brazil, we offer prepaid food vouchers or cards to employees via their employer that may be used as a form of payment at restaurants and grocery stores. Additionally, in Brazil, we offer prepaid transportation cards and vouchers that may be used by commuting employees as a form of payment on public transportation.
In addition to delivering meaningful value to our customers, our solutions also share several important and attractive business model characteristics including: • the majority of revenue is derived primarily from business customers, which tend to have relatively predictable, consistent volumes; • recurring revenue models driven by recurring volume, resulting in predictable revenue; • unique selling systems with common sales approaches, management and reporting; • specialized technology platforms and proprietary payment acceptance networks, which create competitive advantages and barriers to entry; and • high EBITDA margins and cash flow translation with limited infrastructure investment requirements.
In addition to delivering meaningful value to our customers, our solutions also share several important and attractive business model characteristics including: • the majority of revenue is derived from business customers, which tend to have relatively predictable, consistent volumes; • recurring revenue models that are volume-driven, resulting in predictable revenue; • unique selling systems with common sales approaches, management and reporting; • specialized technology platforms and proprietary payment acceptance networks, which we believe create competitive advantages and barriers to entry; and • attractive EBITDA margins and strong cash flow conversion with relatively limited incremental infrastructure investment requirements.
Our fuel partners include British Petroleum (BP), Arco, Speedway, Casey's and fuel marketers of all sizes. On the EV side, we also provide similar modular solutions to original equipment manufacturers (OEMs) who wish to distribute on-road EV charging solutions to consumers buying an EV.
Our fuel partners include Arco, Speedway, Casey's and fuel marketers of all sizes. On the EV side, we also provide similar modular solutions to vehicle Original Equipment Manufacturers (OEMs) and vehicle leasing specialists who wish to distribute on-road EV charging solutions to consumers buying an EV.
Our telecommunications and internet systems have multiple levels of redundancy to ensure the reliability of network service. In 2024 , we achieved over 99.9% up-time for authorizations globally. 10 Table of Contents Safeguarding Our Business To provide our services, we may collect, use and store sensitive business information and personal information.
Our telecommunications and internet systems have multiple levels of redundancy to ensure the reliability of network service. In 2025 , we achieve d over 99.9% up- time for authorizations globally . Safeguarding Our Business To provide our services, we may collect, use and store sensitive business information and personal information.
Our tolls solution also provides commercial customers with driver routing controls and fare auditing, mostly in the form of vehicle type and axle count configuration. 6 Table of Contents Our tags may also be used at approximately 7,300 participating merchant locations to purch ase goods and services while in the vehicle, such as parking, fuel, car washes and meals at drive-through restaurants.
Our tolls solution also provides commercial customers with driver routing controls and fare auditing, mostly in the form of vehicle type and axle count configuration. Our tags may also be used at approximate ly 8,300 participating merchant l ocations to purch ase goods and services while in the vehicle, such as parking, fuel, car washes and meals at drive-through restaurants.
Human Capital As of December 31, 2024 , Corpay employed approximately 11,200 associates located in 24 countries around the world, with approximately 4,300 of those associates based in the U.S . At Corpay , we strongly believe that talent is a determinant of our performance and success.
Human Capital As of December 31, 2025 , Corpay emplo yed approximately 11,800 associates located in 34 countries around the world, with approximately 4,300 of those associates based in the U.S . At Corpay , we strongly believe that talent is a determinant of our performance and success.
FinCEN has taken the position that, where the issuing bank has principal oversight and control of such prepaid access programs, no other participant in the distribution chain would be required to register as a provider under the Prepaid Access Rule. Despite this position, we have opted to register as a provider of prepaid access through our subsidiary, Comdata Inc.
FinCEN has taken the position that, where the issuing bank has principal oversight and control of such prepaid access programs, no other participant in the distribution chain would be required to register as a provider under the Prepaid Access Rule.
Leadership, teamwork, communication and many other soft skills are vital to our success. We offer a wide variety of career opportunities and paths to advancement through on-the-job coaching, training and education. We are proud to be a company where an associate can start as an intern and turn it into a successful career.
We offer a wide variety of career opportunities and paths to advancement through on-the-job coaching, training and education. We are proud to be a company where an associate can start as an intern and turn it into a successful career.
Additionally, as we develop new solutions and modernize legacy assets, we increasingly use cloud services. Through the use of cloud technology and microservices, we are able to modernize our platforms with no disruption to our customers. Finally, data is becoming an ever-increasing part of how we and our customers do business.
Through the use of cloud technology and microservices, we are able to modernize our platforms with no disruption to our customers. Finally, data is becoming an ever-increasing part of how we and our customers do business.
This results in our customers saving time and ultimately spending less. Since its incorporation in 2000, Corpay has delivered payment and spend solutions with customized controls and robust capabilities that offer our customers a better way to pay. Businesses spend an estimat ed $145 trillion each year in transactions with other businesses.
Since its incorporation in 2000, Corpay has delivered payment and spend solutions with customized controls and robust capabilities that offer our customers a better way to pay. This results in our customers saving time and ultimately spending less.
We are also subject to network operating rules promulgated by the National ACH Association relating to payment transactions processed by us using the ACH network. 13 Table of Contents Escheat Regulations We may be subject to unclaimed or abandoned property (escheat) laws in the U.S. that require us to turn over to certain government authorities the property of others that we hold that has been unclaimed for a specified period of time, such as payment instruments that have not been presented for payment and account balances that are due to a customer following discontinuation of our relationship.
Escheat Regulations We may be subject to unclaimed or abandoned property (escheat) laws in the U.S. that require us to turn over to certain government authorities the property of others that we hold that has been unclaimed for a specified period of time, such as payment instruments that have not been presented for payment and account balances that are due to a customer following discontinuation of our relationship.
We recognize the importance of state-of- the-art, s ecure, efficient and reliable technology in our business and have made significant investments in our applications and infrastructure. In 2024 , we spent approximately $380 million in capital and operating expenses to operate, protect and enhance our technology.
We recognize the importance of state-of- 10 Table of Contents the-art, s ecure, efficient and reliable technology in our business and have made significant investments in our applications and infrastructure. In 2025 , we sp ent approximately $408 million in capital and operating expenses to operate, protect and enhance our technology.
We also offer hedging and risk management services to customers, which helps them manage foreign exchange rate exposures in the course of doing business internationally. This solution may be sold in conjunction with our AP Automation and Virtual Card solutions.
We may use our own proprietary network, SWIFT international payments network, and even stablecoins, to move liquidity around the world. We also offer hedging and risk management services to customers, which helps them manage foreign exchange rate exposures in the course of doing business internationally. This solution may be sold in conjunction with our AP automation and virtual card solutions.
Netto has served as our Group President — Brazil and U.S. Vehicle Payments since December 2023 and prior to that was our Group President – Brazil since June 2014. Prior to joining us, Mr.
Netto is our Group President — Brazil Vehicle Payments and Strategic Transformation as of January 2026. From December 2023 to December 2025, Mr. Netto served as our Group President — Brazil and U.S. Vehicle Payments and prior to that was our Group President – Brazil since June 2014. Prior to joining us, Mr.
Unfair or Deceptive Business Practices All persons engaged in commerce, including, but not limited to, us and our bank sponsors and customers, are subject to regulatory enforcement by the FTC, under Section 5 of the Federal Trade Commission Act, and state attorneys general, under various consumer-protection statutes, prohibiting unfair or deceptive acts or practices, and certain products also are subject to the jurisdiction of the Consumer Financial Protection Bureau (CFPB) regarding the prohibition of unfair, deceptive, or abusive acts and practices.
Although we believe that our telemarketing and email practices comply with the relevant regulatory requirements, violations could result in enforcement actions, statutory fines and penalties, class action litigation and reputational harm. 12 Table of Contents Unfair or Deceptive Business Practices All persons engaged in commerce, including, but not limited to, us and our bank sponsors and customers, are subject to regulatory enforcement by the FTC, under Section 5 of the Federal Trade Commission Act, and state attorneys general, under various consumer-protection statutes, prohibiting unfair or deceptive acts or practices, and certain products also are subject to the jurisdiction of the Consumer Financial Protection Bureau (CFPB) regarding the prohibition of unfair, deceptive, or abusive acts and practices.
Additionally, certain foreign exchange derivatives transactions we may enter into in the future may be subject to centralized clearing requirements, or may be subject to margin requirements in the U.S., U.K. and European Union. Other jurisdictions outside the U.S., U.K. and the European Union are considering, have implemented, or are implementing regulations similar to those described above.
Additionally, certain foreign exchange derivatives transactions we may enter into in the future may be subject to centralized clearing requirements, or may be subject to margin requirements in the U.S., U.K. and European Union.
Other We must contractually comply with certain regulations to which our sponsor banks are subject, as applicable. We may be examined by our sponsor banks’ regulators and be subject to audits by certain sponsor banks relative to such regulations.
We may be examined by our sponsor banks’ regulators and be subject to audits by certain sponsor banks relative to such regulations.
We offer lodging solutions to businesses primarily in North America and the U.K. that have employees who travel overnight for work purposes, to airlines and cruise lines globally to accommodate both their traveling crews and stranded passengers and to policyholders displaced from their homes due to damage or catastrophe on behalf of property insurance carriers.
We offer lodging solutions to businesses primarily in North America and the U.K. that have employees who travel overnight for work purposes, to airlines and cruise lines globally to accommodate both their traveling crews and stranded passengers and to North American residential property insurance policyholders displaced from their homes due to damage or catastrophe on behalf of property insurance carriers. 8 Table of Contents The size, scale and nature of our lodging customer base enables us to negotiate lodging nightly rates lower than the rates most companies could negotiate directly and below the rates available to the general public.
Talent Development Corpay offers a variety of high-quality learning opportunities, designed to support employee development and organizational effectiveness. Learning opportunities are available in all geographies at all levels and incorporate personal, business and leadership skills development with the goal of empowering our organization, creating avenues for closing skill gaps and enhancing the capabilities of our workforce.
Learning opportunities are available in all geographies at all levels and incorporate personal, business and leadership skills development with the goal of empowering our organization, creating avenues for closing skill gaps and enhancing the capabilities of our workforce. Leadership, teamwork, communication and many other soft skills are vital to our success.
Our technology platforms are comprised of four key components, which were primarily developed and are maintained in-house: (1) a core processing platform; (2) specialized software; (3) integrated network capabilities; and (4) a cloud-based architecture with proprietary APIs. Our technology function is based in the U.S., Europe and Brazil and has expertise in the management of applications, transaction networks and infrastructure.
Our technology platforms are comprised of four key components, which were primarily developed and are maintain ed in-house: (1) a core processing platform; (2) specialized software; (3) integrated network capab ilities; and (4) a cloud-based architecture with proprietary APIs.
At merchant locations, payment via electronic tags is faster, safer and more secure for customers, which in turn increases loyalty and throughput for merchants and eliminates the handling of cash. Parking – Our parking app for mobile devices allows millions of consumers and fleets to instantaneously pay for parking, replacing the use of coins or cash for parking.
At merchant locations, payment via electronic tags is faster, safer and more secure for customers, which in turn increases loyalty and throughput for merchants and eliminates the handling of cash.
Fuel – Our fuel solutions are used by customers to pay and control spending for fuel for vehicles and fleets. Our fuel solutions are fuel type agnostic (fossil fuel, electricity, etc.). We offer fuel solutions to businesses and government entities who operate vehicle fleets, as well as to consumers primarily in Brazil, Mexico and Europe.
Our fuel solutions are fuel type agnostic (fossil fuel, electricity, etc.). We offer fuel solutions primarily to businesses and public sector entities who operate vehicle fleets, and, in some cases, to consumers in Brazil, Mexico and Europe.
W e continually seek to modernize and evolve our technology solutions through our core information technology (IT) transformation initiatives. Our IT transformation initiatives are focused on three main pillars: (1) digital strategy; (2) core systems modernization; and (3) data. Our digital strategy is focused on streamlining a digital customer experience across all of our solutions, providing a seamless experience.
Our solutions contain significant intellectual property that differentiates us from our competition. W e continually seek to modernize and evolve our technology solutions through our core information technology (IT) transformation initiatives. Our IT transformation initiatives are focused on three main pillars: (1) digital strategy; (2) core systems modernization; and (3) data.
We operate application development centers in the U.S., U.K., Netherlands, Czech Republic, Brazil and New Zealand. Our distributed application architecture allows us to maintain, administer and innovate our solutions in a cost-effective and flexible manner. Our solutions contain significant intellectual property that differentiates us from our competition.
Our technology function is based in the U.S., Europe and Brazil and has expertise in the management of applications, transaction networks and infrastructure. We operate application development centers in the U.S., U.K., Netherlands, Czech Republic, Brazil and New Zealand. Our distributed application architecture allows us to maintain, administer and innovate our solutions in a cost-effective and flexible manner.
We initiate, manage and guarantee payment of all company-approved bills to all domestic and international vendors through whichever payment modalities the vendors allow, such as virtual card, automated clearing house (ACH), wire or check.
AP Modernization – We offer invoice and payments automation solutions with options that are purpose-built for the simplest small business to the most complex large enterprise. We initiate, manage and guarantee payment of all company-approved bills to all domestic and international vendors through whichever payment modalities the vendors allow, such as virtual card, automated clearing house (ACH), wire or check.
Interchange Fees The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) effected comprehensive revisions to a wide array of federal laws governing financial institutions, financial services and financial markets.
Despite this position, we have opted to register as a provider of prepaid access through our subsidiary, Comdata Inc. 13 Table of Contents Interchange Fees The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) effected comprehensive revisions to a wide array of federal laws governing financial institutions, financial services and financial markets.
These proprietary networks generally provide us with better economics, as we control more of the transaction, and richer data because of how the networks and point of sale software are configured. Third-party networks are operated by independent parties, such as MasterCard and VISA, and tend to be more broadly accepted, which is the primary benefit compared with our proprietary networks.
Third-party networks are operated by independent parties, such as MasterCard and VISA, and tend to be more broadly accepted, which is the primary benefit compared with our proprietary networks, although merchant economics tend to be inferior.
Clarke served as Chief Marketing Officer and later as a Division President with Automatic Data Processing, Inc., a human resources software and services company. From 1987 to 1990, Mr. Clarke was a Principal with Booz Allen Hamilton, a global management consulting firm. Earlier in his career, Mr.
From 1999 to 2000, Mr. Clarke served as President and Chief Operating Officer of AHL Services, Inc., a staffing firm. From 1990 to 1998, Mr. Clarke served as Chief Marketing Officer and later as a Division President with Automatic Data Processing, Inc., a human resources software and services company. From 1987 to 1990, Mr.
Our parking solutions compete with similar offerings such as ParkMobile, ParkHub, Parking BOXX and FLASH. • Corporate Payments: Our corporate payments solutions compete with similar offerings from financial institutions, including American Express, Coupa, AvidXchange, Bill.com and Convera. • Lodging Payments: Our lodging solutions compete with similar offerings from traditional travel management companies such as, American Express Global Business Travel, as well as in-house travel solutions at large corporations and airlines. • Other; Our gift and payroll card solutions compete with similar offerings from Fiserv, other special-purpose card issuers and payroll companies. 9 Table of Contents Competitive Advantage In executing our strategy, we are advantaged by our competitive strengths: • Global Scale – We have strong market positions across four continents.
Our parking solutions compete with similar offerings such as ParkMobile, ParkHub, Parking BOXX and FLASH. • Lodging Payments: Our lodging payments solutions compete with similar offerings from traditional travel management companies such as, American Express Global Business Travel, as well as in-house travel solutions at large corporations and airlines. • Other: Our gift and payroll card solutions compete with similar offerings from Fiserv, other special-purpose card issuers and payroll companies.
Companies can save time, reduce costs and manage business-to-business (B2B) payment processing more efficiently with our suite of Corporate Payment solutions, including accounts payable (AP) automation, virtual cards, cross-border payment products and purchasing and T&E cards. AP Automation – We offer AP Automation solutions with options that are purpose-built for the simplest small business to the most complex large enterprise.
Companies can save time, reduce costs and 5 Table of Contents manage business-to-business (B2B) payment processing more efficiently with our suite of Corporate Payment solutions, including cross-border payments, spend management solutions, AP automation, virtual cards and purchasing and T&E cards.
Sales and Distribution We actively market and sell our solutions to current and prospective customers using a multi-channel approach. This go-to- market strategy includes comprehensive digital channels, direct sales forces and strategic partner relationships. We continue to expand online, end-to-end capability where the customers can buy, onboard and manage their accounts on their own.
This go-to- market strategy includes comprehensive digital channels, direct sales forces and strategic partner relationships. We continue to expand online, end-to-end capability where the customers can buy, onboard and manage their accounts on their own. In addition, we leverage an omni-channel approach that enables our sales people to be more efficient by improving their prospecting efforts through digitally sourced leads.
We also compete with specialized competitive offerings from other companies that vary by product solution. • Vehicle Payments: Our fuel solutions compete with similar offerings such as, WEX, U.S. Bank Voyager Fleet Systems, Edenred, Sodexo, Alelo, Radius Payment Solutions and DKV. Our toll solutions compete with similar offerings such as, ConectCar, Veloe (Alelo) and Repom (Edenred).
We also compete with specialized competitive offerings from other companies that vary by product solution. • Corporate Payments: Our corporate payments solutions compete with similar offerings from banks, but also with other companies like American Express and Coupa. • Vehicle Payments: Our fuel solutions compete with similar offerings such as, WEX, U.S.
Panther worked at SunTrust Banks, Inc. for nearly 20 years serving in numerous leadership roles. Mr. Panther began his career at Arthur Andersen. Alan King has served as our Group President — International Vehicle Payments since December 2023 and prior to that was our Group President of Global Fleet since May 2022. Mr.
Walker spent over 17 years at Assurant, Inc. in finance, accounting and strategy roles, finishing his career there as Global Chief Strategy Officer. Alan King has served as our Group President — International Vehicle Payments since December 2023 and prior to that was our Group President of Global Fleet since May 2022. Mr.
Our gift solutions include card design, production and packaging, delivery and fulfillment, card and account management, transaction processing, promotion development and management, website design and hosting, program analytics and card distribution channel management.
Our gift solutions include card design, production and packaging, delivery and fulfillment, card and account management, transaction processing, promotion development and management, website design and hosting, program analytics and card distribution channel management. Our turnkey solution benefits our customers in the form of brand promotion, cardholder loyalty, increased sales, interest on prepaid balances and breakage on abandoned card balances.
Our Lodging Payments solutions help businesses manage their lodging costs, while simplifying the management of hotels and housing, both short and longer-term, while also providing traveler and end customer support. 5 Table of Contents Vehicle Payments Our Vehicle Payments solutions are purpose-built to enable our customers to pay for vehicle related expenses.
Our Vehicle Payments solutions help control and monitor spending and include fuel card offerings, tolls and other complementary products. Our Lodging Payments solutions help businesses manage their lodging costs, while simplifying the management of hotels and housing, both short and longer-term, while also providing traveler and end customer support.
In addition, we leverage an omni-channel approach that enables our sales people to be more efficient by improving their prospecting efforts through digitally sourced leads. In our direct sales force channel, we acquire and manage the customer relationship, which has historically been either in-person or via telesales.
In our direct sales force channel, we acquire and manage the customer relationship, which has historically been either in-person or via telesales.
Because we want our employees and their families to thrive, in additional to our regular benefit offerings, we also focus on physical and mental well- being. As part of our benefit programs we offer free online fitness classes, discounted gym memberships, weight-loss classes, provide access to employee assistance programs in all regions and Mental Health Awareness programs globally.
As part of our benefit programs we offer free online fitness classes, discounted gym memberships, weight-loss classes, provide access to employee assistance programs in all regions and Mental Health Awareness programs globally. Talent Development Corpay offers a variety of high-quality learning opportunities, designed to support employee development and organizational effectiveness.
Our solution operates on the Mastercard payment network and the Allpoint ATM network. The payroll cards are issued to our customers’ employees and funded by the employees’ wages. As cardholders, the employees may present the payroll card as a form of payment for personal purchases, transfer funds to their bank account or withdraw funds from participating ATMs.
As cardholders, the employees may present the payroll card as a form of payment for personal purchases, transfer funds to their bank account or withdraw funds from participating ATMs. Sales and Distribution We actively market and sell our solutions to current and prospective customers using a multi-channel approach.
Additionally, we are investing in modernizing our core transactional systems to make them more resilient, secure and scalable. Our technology infrastructure is supported by highly-secure data centers, with redundant locations. We operate our primary data centers, located in Atlanta, Georgia; Studley, United Kingdom; Prague, Czech Republic; Las Vegas, Nevada; Lexington and Louisville, Kentucky; São Paulo, Brazil; and Toronto, Canada.
We operate our primary data centers, located in Atlanta, Georgia; Studley, United Kingdom; Prague, Czech Republic; Las Vegas, Nevada; Lexington and Louisville, Kentucky; São Paulo, Brazil; and Toronto, Canada. Additionally, as we develop new solutions and modernize legacy assets, we increasingly use cloud services.
The ERGs also provide Corpay with perspectives on the unique needs and lived experiences of our employees. Employee Wellness Corpay’s benefits programs are designed to meet the evolving needs of our workforce across the globe.
Employee Wellness Corpay’s benefits programs are designed to meet the evolving needs of our workforce across the globe. Because we want our employees and their families to thrive, in additional to our regular benefit offerings, we also focus on physical and mental well- being.
Clarke was a marketing manager for General Electric Company, a diversified technology, media and financial services corporation. Tom Panther has been our Chief Financial Officer since May 2023 and will be leaving Corpay effective March 15, 2025 to become the Chief Financial Officer of the National Christian Foundation. Prior to joining Corpay, Mr.
Clarke was a Principal with Booz Allen Hamilton, a global management consulting firm. Earlier in his career, Mr. Clarke was a marketing manager for General Electric Company, a diversified technology, media and financial services corporation. Peter Walker has been our Chief Financial Officer ("CFO") since July 2025. Prior to joining Corpay, Mr.
Netto held various leadership roles with Unisys and McKinsey, where he gained international experience in Europe supporting clients in the U.K., France, Austria, Portugal and the Netherlands. Alissa B. Vickery has been our Chief Accounting Officer since September 2020 and also served as our interim Chief Financial Officer from October 2022 through May 2023. Mrs.
Netto held various leadership roles with Unisys Corporation and McKinsey & Company, where he gained international experience in Europe supporting clients in the U.K., France, Austria, Portugal and the Netherlands. 17 Table of Contents
With a long, proven operating history, Corpay facilitates payments to or on behalf of millions of businesses around the world using multiple modalities. Corpay has the following reportable segments: Vehicle Payments, Corporate Payments, Lodging Payments and Other. These segments reflect how we organize and manage our global employee base, manage operating performance and execute on strategic initiatives.
Corpay has the following reportable segments: Corporate Payments, Vehicle Payments, Lodging Payments and Other. These segments reflect how we organize and manage our global employee base, manage operating performance and execute on strategic initiatives. Our Corporate Payments solutions simplify and automate vendor payments and include AP automation, virtual cards, cross-border payments and purchasing and travel and entertainment ("T&E") card products.
Clarke 69 Chief Executive Officer and Chairman of the Board of Directors Tom Panther 56 Chief Financial Officer Alan King 48 Group President—International Vehicle Payments Armando L. Netto 56 Group President—Brazil and U.S. Vehicle Payments Alissa B. Vickery 47 Chief Accounting Officer Ronald F.
Clarke 70 Chief Executive Officer and Chairman of the Board of Directors Peter Walker 52 Chief Financial Officer Alan King 49 Group President—International Vehicle Payments Armando L. Netto 57 Group President—Brazil Vehicle Payments and Strategic Transformation Ronald F. Clarke has been our Chief Executive Officer since August 2000 and was appointed Chairman of our Board of Directors in March 2003.
This two-sided transaction, where both payor and receiver are in our network, provides substantial payment security relative to paper checks or ACH. 7 Table of Contents Cross-Border Payments – Our Cross-Border solution is used by our customers to pay international vendors, foreign office and personnel expenses and for profit repatriation and dividends.
This two- sided transaction, where both payor and receiver are in our network, provides substantial payment security relative to paper checks or ACH. 6 Table of Contents Purchasing and T&E Cards – Our purchasing and travel & entertainment (T&E) card solutions enable secure, controlled payment for employee-driven operational and travel-related expenses while also delivering meaningful financial benefits to our customers.
It is important to note that we compete mostly with legacy payment companies and traditional ways of paying, such as cash and checks. We supplement our organic growth strategy and sales efforts by pursuing attractive acquisition opportunities, which serve to strengthen and extend our market positions and create value faster.
We supplement our organic growth strategy and sales efforts by pursuing attractive acquisition opportunities, which serve to strengthen and extend our market positions and create value faster. With a long, proven operating history, Corpay facilitates payments to or on behalf of millions of businesses around the world through multiple modalities.
ITEM 1. BUSINESS Introduction Effective March 25, 2024, FLEETCOR Technologies, Inc. changed its corporate name to Corpay, Inc. At that time, we ceased trading under the ticker symbol "FLT" and began trading under our new ticker symbol, "CPAY", on the New York Stock Exchange (NYSE) and have been a member of the S&P 500 since 2018.
Corpay has been a member of the S&P 500 since 2018 and trades on the New York Stock Exchange ("NYSE") under the ticker CPAY. We estimat e that businesses spend approximately $145 trillion annually in transactions with other businesses.
By utilizing transaction monitoring and "watch list" screening systems, we ensure payments are safe, secure and meet all applicable regulatory requirements. Purchasing and T&E Cards – We offer purchasing cards and T&E solutions to our customers. These solutions are generally sold in conjunction with our Virtual Card solution or AP Automation offerings.
By utilizing transaction monitoring and "watch list" screening systems, we ensure payments are safe, secure and meet all applicable regulatory requirements. We also offer multi-currency bank accounts to our corporate and financial institutions customers and alternative bank account solutions tailored to the alternative investment industry (private equity, real estate, hedge funds) to handle complex, high- volume, and cross-border transactions.
Removed
Corpay is a global corporate payments company that helps businesses and consumers better manage and pay their expenses. Corpay's suite of modern payment solutions help customers better manage vehicle-related expenses (e.g., fueling, tolls, car registrations and parking), lodging expenses (e.g., hotel and extended stay bookings) and corporate payments (e.g., domestic and international accounts payable and point of sale purchases).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

98 edited+31 added−30 removed150 unchanged
Biggest changeOther than an unauthorized access incident during the second quarter of 2018, previously disclosed in 2018, we are not aware of any material breach of our or our associated third parties’ computer systems, although we and others in our industry are regularly the subject of attempts by bad actors to gain unauthorized access to these computer systems and data or to obtain, change or destroy confidential data (including personal consumer information of individuals) through a variety of means. 17 Table of Contents Because techniques used to sabotage or obtain unauthorized access to our systems and the data we collect change frequently and may not be recognized until launched against a target, especially considering heightened threats and risks associated with artificial intelligence, we may be unable to anticipate these techniques or to implement adequate preventative measures.
Biggest changeBecause techniques used to sabotage or obtain unauthorized access to our systems and the data we collect change frequently and may not be recognized until launched against a target, especially considering heightened threats and risks associated with artificial intelligence and other technologies, we may be unable to anticipate these techniques or to implement adequate preventative measures.
If more restrictive privacy laws or rules are adopted by authorities in the future on the federal or state level or internationally, our compliance costs may increase, our opportunities for growth may be curtailed by our compliance capabilities or reputational harm and our potential liability for security breaches may increase, all of which could have a material adverse effect on our business, financial condition and results of operations.
If more restrictive privacy laws or rules are adopted by authorities in the future on the federal or state level or internationally, our compliance costs may increase, our opportunities for growth may be curtailed by our compliance capabilities or reputational harm and our potential liability for security breaches or privacy non-compliance may increase, all of which could have a material adverse effect on our business, financial condition and results of operations.
We engage backup facilities for each of our processing centers for key systems and data. However, there could be material delays in fully activating backup facilities depending on the nature of the breakdown, security breach or catastrophic event (such as fire, explosion, flood, pandemic, natural disaster, power loss, telecommunications failure or physical break-in).
We engage backup facilities for each of our processing centers for key systems and data. However, there could be material delays in fully activating backup facilities depending on the nature of the breakdown, security breach, cyberattack or catastrophic event (such as fire, explosion, flood, pandemic, natural disaster, power loss, telecommunications failure or physical break-in).
In addition, we might be required to seek a license for the use of a third party’s intellectual property, which may not be available on commercially reasonable terms or at all. Alternatively, we might be required to develop non-infringing technology, which could require significant effort and expense and might ultimately not be successful.
In addition, we might be required to seek a license for the use of a third party’s intellectual property, which may not be available on commercially reasonable terms or at all. Alternatively, we might be required to develop non-infringing technology, which could require significant time, effort and expense and might ultimately not be successful.
Some of our existing and potential competitors have longer operating histories, greater brand name recognition, larger customer bases, more extensive customer relationships or greater financial and technical resources than we do. In addition, our larger competitors may also have greater resources than we do to devote to the promotion and sale of their products and services and to pursue acquisitions.
Some of our existing and potential competitors have longer operating histories, greater brand name recognition, larger customer bases, more extensive customer relationships or greater financial and technical resources than we do. In addition, our larger competitors may have greater resources than we do to devote to the promotion and sale of their products and services and to pursue acquisitions.
Our indebtedness currently outstanding, or as may be outstanding if we incur additional indebtedness, could have important consequences, including the following: • we may have difficulty satisfying our obligations under our debt facilities and, if we fail to satisfy these obligations, an event of default could result; • we may be required to dedicate a substantial portion of our cash flow from operations to required payments on our indebtedness or posting collateral to our bank counterparties, thereby reducing the availability of cash flow for 29 Table of Contents acquisitions, working capital, capital expenditures and other general corporate activities.
Our indebtedness currently outstanding, or as may be outstanding if we incur additional indebtedness, could have important consequences, including the following: 30 Table of Contents • we may have difficulty satisfying our obligations under our debt facilities and, if we fail to satisfy these obligations, an event of default could result; • we may be required to dedicate a substantial portion of our cash flow from operations to required payments on our indebtedness or posting collateral to our bank counterparties, thereby reducing the availability of cash flow for acquisitions, working capital, capital expenditures and other general corporate activities.
We may be unsuccessful in expanding our technological capabilities and developing, marketing, selling or encouraging adoption of new products and services that meet these changing demands, which could jeopardize our competitive position.
We may be unsuccessful in expanding our technological capabilities and developing, marketing, selling or encouraging adoption of new or enhanced products and services that meet these changing demands, which could jeopardize our competitive position.
Overall, increased competition in our markets could result in intensified pricing pressure, reduced profit margins, increased sales and marketing expenses and a failure to increase, or a loss of, market share.
Overall, increased competition and services in our markets could result in intensified pricing pressure, reduced profit margins, increased sales and marketing expenses and a failure to increase, or a loss of, market share.
We rely on the ability of our employees, contractors, suppliers, systems and processes to complete these transactions in a secure, uninterrupted and error-free manner. Our subsidiaries operate in various countries and country specific factors, such as power availability, telecommunications carrier redundancy, embargoes and regulation can adversely impact our information processing by, or for, our local subsidiaries.
We rely on the ability of our employees, contractors, suppliers, systems and processes to complete these transactions in a secure, uninterrupted and error-free manner. Our subsidiaries operate in various countries and country-specific factors, such as power availability, telecommunications carrier redundancy, embargoes and regulations can adversely impact our information processing by, or for, our local subsidiaries.
Such volatility could make it more difficult to effectively utilize the cash generated by our operations, and may adversely affect our financial condition. The value of certain of our solutions depend, in part, on relationships with oil companies, fuel and lodging merchants, truck stop operators, airlines, sales channels and other channels and partnerships to grow our business.
Such volatility could make it more difficult to effectively utilize the cash generated by our operations, and may adversely affect our financial condition. The value of certain of our solutions depend, in part, on relationships with bank partners, oil companies, fuel and lodging merchants, truck stop operators, airlines, sales channels and other channels and partnerships to grow our business.
Rules adopted under the Dodd-Frank Act by the CFTC in the U.S., provisions of the European Market Infrastructure Regulation and its technical standards in the UK and EU, as well as derivative reporting in Canada and Australia, subject certain of the foreign exchange derivative contracts we offer to our customers as part of our Cross-Border solutions to reporting, record keeping and other requirements.
Rules adopted under the Dodd-Frank Act by the CFTC in the U.S., provisions of the European Market Infrastructure Regulation and its technical standards in the U.K. and EU, as well as derivative reporting in Canada and Australia, subject certain of the foreign exchange derivative contracts we offer to our customers as part of our cross-border solutions to reporting, record keeping and other requirements.
On at least an annual basis, we assess whether there have been impairments in the carrying value of goodwill and indefinite- lived intangible assets. If the carrying value of the asset is determined to be impaired, it is written down to fair value by a charge to operating earnings.
On at least an annual basis, we assess whether there have been impairments in the carrying value of goodwill and indefinite- lived intangible assets. If the carrying value of the asset is determined to be impaired, it is written down to fair value by a charge to operating earnings. ITEM 1B.
However, the conditions or limits of coverage may be insufficient to protect us against such losses. Criminals are using increasingly sophisticated methods to engage in illegal activities involving financial products, such as skimming and counterfeiting payment cards and identity theft.
However, the conditions or limits of coverage may be insufficient to protect us against such losses. Criminals are using increasingly sophisticated methods to engage in illegal activities involving financial products, such as skimming and counterfeiting payment cards, account takeovers and identity theft.
In addition, we rely on technologies supplied to us by third parties that may also contain undetected errors, viruses or defects that could adversely affect our business, financial condition or results of operations.
In addition, we rely on technologies supplied to us by third parties that may also contain undetected errors, vulnerabilities or defects that could adversely affect our business, financial condition or results of operations.
Our business may be adversely affected by geopol itical risks We have foreign operations in, or provide services for customers in more than 200 countries throughout North America, South America, Europe, Africa and Asia. We also expect to seek to expand our operations into various additional countries in Asia, Europe and Latin America as part of our growth strategy.
Our business may be adversely affected by geopolitical risks We have foreign operations in, or provide services for customers in more than 200 countries throughout North America, South America, Europe, Africa and Asia. We also expect to seek to expand our operations into various additional countries in Asia, Europe and Latin America as part of our growth strategy.
The International Swaps and Derivatives Association (ISDA) Protocols and these rules and regulations extend to repurchase agreements and other instruments that are not derivative contracts. If one or more of our counterparty financial institutions default on their financial or performance obligations to us or fail, we may incur significant losses.
The International Swaps and Derivatives 21 Table of Contents Association (ISDA) Protocols and these rules and regulations extend to repurchase agreements and other instruments that are not derivative contracts. If one or more of our counterparty financial institutions default on their financial or performance obligations to us or fail, we may incur significant losses.
Derivative transactions and delayed settlements may expose us to unexpected risk and potential losses. In connection with our Cross-Border solution, we are party to a large number of derivative transactions. Many of these derivative instruments are individually negotiated and non-standardized, which can make exiting, transferring or settling positions difficult.
Derivative transactions and delayed settlements may expose us to unexpected risk and potential losses. In connection with our cross-border solution, we are party to a large number of derivative transactions. Many of these derivative instruments are individually negotiated and non-standardized, which can make exiting, transferring or settling 25 Table of Contents positions difficult.
Laws, governmental regulations and contractual obligations designed to protect or limit access to personal information could adversely affect our ability to effectively provide our services. 27 Table of Contents Governmental bodies in the U.S. and abroad have adopted, or are considering the adoption of, laws and regulations granting consumer rights to, restricting the transfer of and requiring safeguarding of, personal information.
Laws, governmental regulations and contractual obligations designed to protect or limit access to personal information could adversely affect our ability to effectively provide our services. Governmental bodies in the U.S. and abroad have adopted, or are considering the adoption of, laws and regulations granting consumer rights to, restricting the transfer of and requiring safeguarding of, personal information.
Many of our competitors provide additional and unrelated products and services to customers, such as treasury management, commercial lending and credit card processing, which allow them to bundle their products and services together and present them to existing customers with whom they have established relationships, sometimes at a discount.
Many of our competitors provide additional and unrelated products and services to customers, such as treasury management, commercial lending and credit card processing, which allow them to bundle their products and services 20 Table of Contents together and present them to existing customers with whom they have established relationships, sometimes at a discount.
The number and significance of these disputes and inquiries is expected to continue to increase as our products, services and business expand in complexity, scale, scope and geographic reach, including through acquisitions of businesses and technology. Responding to proceedings may be difficult and expensive, and we may not prevail.
The 29 Table of Contents number and significance of these disputes and inquiries is expected to continue to increase as our products, services and business expand in complexity, scale, scope and geographic reach, including through acquisitions of businesses and technology. Responding to proceedings may be difficult and expensive, and we may not prevail.
Fraudulent activity could also result in the imposition of regulatory sanctions, including significant monetary fines, which could have a material adverse effect on our business, financial condition and results of operations. Any decrease in our receipt of fees and charges, or limitations on our fees and charges, could adversely affect our business, results of operations and financial condition.
Fraudulent activity could also result in the imposition of regulatory sanctions, including significant monetary fines, which could have a material adverse effect on our business, financial condition and results of operations. 22 Table of Contents Any decrease in our receipt of fees and charges, or limitations on our fees and charges, could adversely affect our business, results of operations and financial condition.
We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will produce desired levels of revenue or profitability. 20 Table of Contents We may incur substantial losses due to fraudulent use of our payment solutions.
We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will produce desired levels of revenue or profitability. We may incur substantial losses due to fraudulent use of our payment solutions.
Any of these claims might require us to defend potentially protracted and costly litigation on their behalf, regardless of the merits of these claims, because under certain conditions we may agree to indemnify our customers from third-party claims of intellectual property infringement.
Any of these claims might require us to defend protracted and costly litigation or arbitration on their behalf, regardless of the merits of these claims, because under certain conditions we may agree to indemnify our customers from third-party claims of intellectual property infringement.
We are subject to government regulations covering a number of different areas, including, among others: interest rate and fee restrictions; credit access and disclosure requirements; licensing and registration requirements, including money transmitter licenses; collection and pricing regulations; compliance obligations; security, privacy and data breach requirements; identity theft protection programs; countering terrorist financing; AML compliance programs and consumer protection.
We are subject to government regulations covering a number of different areas, including, among others: interest rate and fee restrictions; credit access and disclosure requirements; licensing and registration requirements, including money transmitter licenses; collection and pricing regulations; compliance obligations; security, privacy and data breach requirements; identity theft protection programs; countering terrorist financing; anti-money laundering laws and regulations; and consumer protection laws and regulations.
There can be no assurance that our brand promotion activities will be successful. 23 Table of Contents Our expansion through acquisitions may divert our management’s attention and result in unexpected operating or integration difficulties or increased costs and dilution to our stockholders, and we may never realize the anticipated benefits.
There can be no assurance that our brand promotion activities will be successful. Our expansion through acquisitions may divert our management’s attention and result in unexpected operating or integration difficulties or increased costs and dilution to our stockholders, and we may never realize the anticipated benefits.
If any of these claims succeed, we might be forced to pay damages on behalf of our customers, which could adversely affect our business, operating results and financial condition. Finally, we use open source software in connection with our technology and services.
If any of these claims succeed, we might be forced to pay damages on behalf of our customers, or to modify or cease offerings, which could adversely affect our business, operating results and financial condition. Finally, we use open source software in connection with our technology and services.
We may not be able to adequately protect our systems or the data we collect from continually evolving cybersecurity risks or other technological risks, which could subject us to liability and damage our reputation.
We may not be able to adequately protect our systems or the data we collect from continually evolving cybersecurity and data-protection risks, which could subject us to liability and damage our reputation.
Although we attempt to limit our potential liability for warranty claims through disclaimers in our software documentation and limitation of liability provisions in our licenses and other agreements with our customers, we cannot assure that these measures will be successful in limiting our liability.
Although we attempt to limit our potential liability for warranty claims through disclaimers in our software documentation and limitation of liability provisions in our licenses and other agreements with our customers, we cannot assure that these measures will be successful in limiting our liability or covering all losses.
For the year ended December 31, 2024, approximately 48% of our revenue was denominated in currencies other than the U.S. dollar (primarily, Brazilian real, British pound, euro, Canadian dollar, Australian dollar, Mexican peso, Czech koruna and New Zealand dollar).
For the year ended December 31, 2025 , approximately 51% of our revenue was denominated in currencies other than the U.S. dollar (primarily, Brazilian real, British pound, euro, Canadian dollar, Australian dollar, Mexican peso, Czech koruna and New Zealand dollar).
In addition, several market factors can affect the amount of our fees and charges, including the market for similar charges for competitive card products and the availability of alternative payment methods. Furthermore, regulators and Congress have passed new legislation that changes the electronic payments industry’s pricing, charges and other practices related to its customers.
In addition, several market factors can affect the amount of our fees and charges, including the market for similar charges for competitive card products and the availability of alternative payment methods. Furthermore, regulators and Congress have passed, and continue to consider, new legislation and regulations that change the electronic payments industry’s pricing, charges and other practices related to its customers.
Our business depends heavily on the reliability of proprietary and third-party processing systems. A system outage could adversely affect our business, financial condition or results of operations, including by damaging our reputation or exposing us to third-party liability.
Our business depends heavily on the reliability, availability and security of proprietary and third-party processing systems and cloud infrastructure. A system outage could adversely affect our business, financial condition or results of operations, including by damaging our reputation or exposing us to third-party liability.
Our card solutions include a variety of fees and charges associ ated with transactions, cards, repo rts, optional services and late payments. Revenues for late fees and finance charges represented approximately 4% of our consolidated revenue for the year ended December 31, 2024 .
Our card solutions include a variety of fees and charges associ ated with transactions, cards, repo rts, optional services and late payments. Revenues for late fees and finance charges represented approximately 3% of our consolidated revenue for the year ended December 31, 2025 .
Additionally, the regulatory regimes for derivatives in the U.S., U.K. and European Union, such as under the Dodd-Frank Act and the Markets in Financial Instruments Directive (MiFID II) are continuing to evolve and changes to such regimes, our status under such regimes, our associated costs for entering into derivatives transactions or the implementation of new rules under such regimes, such as future registration requirements and increased regulation of derivative contracts, may result in additional costs to our business.
Additionally, the regulatory regimes for derivatives in the U.S., U.K. and EU, such as under the Dodd-Frank Act and the Markets in Financial Instruments Directive (MiFID II) continue to evolve and changes to such regimes, our status under such regimes, our associated costs for entering into derivatives transactions or the implementation of new rules under such regimes, such as future registration requirements and increased regulation of derivative contracts, may result in additional costs to our business.
The uninterrupted operation of our information systems and our ability to maintain the confidentiality of the customer and consumer information that resides on our systems are critical to the successful operation of our business.
The uninterrupted operation of our information 18 Table of Contents systems and our ability to maintain the confidentiality of the customer and consumer information that resides on our systems are critical to the successful operation of our business.
In some proceedings, the claimant seeks 28 Table of Contents damages as well as other relief, which, if granted, would require expenditures on our part or changes in how we conduct business.
In some proceedings, the claimant seeks damages as well as other relief, which, if granted, would require expenditures on our part or changes in how we conduct business.
We may rely on third parties to develop or co-develop our solutions or to incorporate our solutions into broader platforms for the commercial payments industry. We may not be able to enter into such relationships on attractive terms, or at all, and these relationships may not be successful.
We may rely on third parties to develop or co-develop solutions or to incorporate our solutions into broader platforms for commercial payments and adjacent use cases. We may not be able to enter into such relationships on attractive terms, or at all, and these relationships may not be successful.
Adverse macroeconomic conditions within the U.S. or internationally, including but not limited to recessions or economic downturns, inflation, rising interest rates, labor shortages and disputes, high unemployment, currency fluctuations, actual or anticipated large-scale defaults or failures, terrorist attacks, prolonged or recurring government shutdowns, regional or domestic hostilities, economic sanctions (including tariffs) and the prospect or occurrence or more widespread conflicts, rising energy prices, or a slowdown of global trade, and reduced consumer, small business, government and corporate spending, have a direct impact on the demand for fuel, business-related products and services, or payment card services in general.
Adverse macroeconomic conditions within the U.S. or internationally, including but not limited to recessions or economic downturns, inflation, rising or volatile interest rates, deteriorating credit conditions, labor shortages and disputes, high unemployment, currency fluctuations, actual or anticipated large-scale defaults or failures, terrorist attacks, prolonged or recurring government shutdowns, regional or domestic hostilities, and economic sanctions and export controls (including tariffs), as well as the prospect or occurrence of more widespread conflicts, rising energy prices, a slowdown of global trade, and reduced consumer, small business, government and corporate spending, have a direct impact on the demand for our business-related products, including fuel, lodging and payment services.
Even if we pursue sponsorship by alternative member banks, similar requirements and dependencies would likely still exist . In addition, Mastercard routinely updates and modifies its membership requirements. Changes in such requirements may make it significantly more expensive for us to provide these services.
Even if we pursue sponsorship by alternative member banks, similar requirements and dependencies would likely still exist . In addition, Mastercard routinely updates and modifies its membership requirements. Changes in such requirements may make it significantly more expensive for us to provide these services, or may require product or process changes within compressed timelines.
Maintaining and enhancing our brands is critical to our business relationships and operating results. We believe that maintaining and enhancing our brands is critical to our customer relationships and our ability to obtain partners and retain employees.
Maintaining and enhancing our brands is critical to our business relationships and operating results. 24 Table of Contents We believe that maintaining and enhancing our brands is critical to our customer relationships and our ability to obtain partners and retain employees.
We have recently recorded impairment losses on these assets and any further impairment of a significant portion of these assets would negatively affect our financial results. Our balance sheet includes goodwill and intangible assets that represent a pproximately 47% of o ur total assets at December 31, 2024 .
Our balance sheet includes significant amounts of goodwill and intangible assets. We have recently recorded impairment losses on these assets and any further impairment of a significant portion of these assets would negatively affect our financial results. Our balance sheet includes goodwill and intangible assets that represent approximately 41% of o ur total assets at December 31, 2025 .
Risks related to our debt Our debt obligations, or our incurrence of additional debt obligations, could limit our flexibility in managing our business and could materially and adversely affect our financial performance. At December 31, 2024 , we had approximat ely $8.0 billion of debt outs tanding under our Credit Facility and Securitization Facility (each as defined herein).
Risks related to our debt Our debt obligations, or our incurrence of additional debt obligations, could limit our flexibility in managing our business and could materially and adversely affect our financial performance. At December 31, 2025 , we had approximately $10.0 billion of d ebt outs tanding under our Credit Facility and Securitization Facility (each as defined herein).
Likewise, recent political, investor and industry focus on greenhouse gas emissions and climate change issues may adversely affect the volume of transactions or business operations of the oil companies, merchants and truck stop owners with whom we maintain strategic relationships, which could adversely impact our business.
Likewise, recent political, investor and industry focus on greenhouse gas emissions and climate change issues, as well as energy-transition dynamics and policies affecting fossil fuel demand, may adversely affect the volume of transactions or business operations of the oil companies, merchants and truck stop owners with whom we maintain strategic relationships, which could adversely impact our business.
We estimate during the year ended December 31, 2024 , approxim ately 8% of our consolidated revenue was directly influenced by the absolute price of fuel. Approximately 5% of our consolidated revenue during the year ended December 31, 2024 was derived from transactions where our revenue is tied to fuel price spread s.
We estimate during the year ended December 31, 2025 , approximately 8% of our consolidated revenue was directly influenced by the absolute price of fuel. Approximately 4% of our consolidated revenue dur ing the year ended December 31, 2025 was derived from transactions where our revenue is tied to fuel price spread s.
Our efforts to comply with changes may be costly and time consuming and will divert the attention of management. Any alleged or actual failure to comply with these measures may subject us to government scrutiny, civil or criminal proceedings, sanctions and other liabilities, which may have a material and adverse effect on our business, financial condition and results of operations.
Any alleged or actual failure to comply with these measures may subject us to government scrutiny, civil or criminal proceedings, sanctions and other liabilities, which may have a material and adverse effect on our business, financial condition and results of operations.
Similarly, if new technologies are developed that displace our traditional payment card as payment mechanisms for purchase transactions by businesses, we may be unsuccessful in adequately responding to customer practices and our transaction volume may decline.
Similarly, if new technologies are developed that displace our offerings for use by businesses, we may be unsuccessful in adequately responding to customer practices and our transaction volume may decline.
In addition, our confidentiality agreements with employees, vendors, customers and other third parties may not effectively prevent disclosure or use of proprietary technology or confidential information and may not provide an adequate remedy in the event of such unauthorized use or disclosure.
In addition, our confidentiality agreements with employees, vendors, customers and other third parties may not effectively prevent disclosure or use of proprietary technology or confidential information and may not provide an adequate remedy in the event of such unauthorized use or disclosure. 26 Table of Contents Protecting against the unauthorized use of our intellectual property and confidential information is expensive, difficult and not always possible.
Further, an acquisition may negatively affect our operating results because it may require us to incur charges and substantial debt or other liabilities, may cause adverse tax consequences, substantial depreciation and amortization or deferred compensation charges, may require the amortization, write-down or impairment of amounts related to deferred compensation, goodwill and other intangible assets, may include substantial contingent consideration payments or other compensation that reduce our earnings during the quarter in which incurred, or may not generate sufficient financial return to offset acquisition costs.
Further, an acquisition may negatively affect our operating results because it may require us to incur charges and substantial debt or other liabilities, may cause adverse tax consequences, substantial depreciation and amortization or deferred compensation charges, may require the amortization, write-down or impairment of amounts related to deferred compensation, goodwill and other intangible assets, and may include existing or future arrangements that obligate us to make substantial cash payments, such as contingent consideration, earn-outs, option exercise payments, guarantees or minimum return, make-whole commitments, or other payments that reduce our earnings during the quarter in which incurred and may result in insufficient financial return to offset acquisition costs.
Although we have taken steps to protect against data loss and system failures, there is still risk that we may lose critical data or experience system failures. Our solutions are based on sophisticated software and computing systems that are constantly evolving. We often encounter delays and cost overruns in developing changes implemented to our systems.
Although we have taken steps to protect against data loss and system failures, there is still risk that we may lose critical data or experience system failures, and that our controls may not be effective in all circumstances. Our solutions are based on sophisticated software and computing systems that are constantly evolving.
While we believe we are in compliance with the relevant laws and regulations, if we were ever found to be in violation, our business, financial condition, operating results and cash flows could be materially adversely affected.
If we were ever found to be in violation, our business, financial condition, operating results and cash flows could be materially adversely affected.
Claims by others that we or our customers infringe their intellectual property rights could harm our business. Third parties have in the past, and could in the future, claim that our technologies and processes underlying our products and services infringe their intellectual property.
Third parties have in the past, and could in the future, claim that our technologies and processes underlying our products and services infringe their intellectual property.
In order to remain competitive, we are continually involved in a number of projects, including the development of new platforms, mobile payment applications, e-commerce services and other new offerings emerging in the payments technology industry, including with respect to EVs. These projects carry the risks associated with any development effort, including cost overruns, delays in delivery and performance problems.
In order to remain competitive, we are continually involved in a number of projects, including the development of new platforms, mobile payment applications, e-commerce services and other new offerings emerging in the payments technology industry, including with respect to domestic and international corporate payments, and EVs.
Our ability to provide reliable service to customers, cardholders and other network participants depends upon uninterrupted operation of our data centers and call centers as well as third-party labor and services providers. Our business involves processing large numbers of transactions, the movement of large sums of money and the management of large amounts of data.
Our ability to provide reliable service to customers, cardholders and other network participants depends upon uninterrupted operation of our data centers and call centers as well as third-party labor and services providers.
Risks related to our business and operations Adverse effects on payment card transaction volume and other aspects of our business and operations, from unfavorable macroeconomic conditions, weather conditions, natural catastrophes or public health crises or from changes to business purchasing practices, could adversely affect our financial condition and operating results.
Adverse effects on demand for our business-related products and services, from unfavorable macroeconomic conditions, weather conditions, natural catastrophes or public health crises or from changes to business purchasing practices, could adversely affect our financial condition and operating results.
As a result, new or expanded regulation focusing on business customers or changes in interpretation or enforcement of regulations, as well as increased penalties and enforcement actions related to non-compliance, may have an adverse effect on our business and operating results, due to increased compliance costs and new restrictions affecting the terms under which we offer our products and services. 26 Table of Contents In addition, certain of our subsidiaries are subject to regulation under the BSA by FinCEN and must comply with applicable AML requirements, including implementation of an effective AML program.
As a result, new or expanded regulation focusing on business customers or changes in interpretation or enforcement of regulations, as well as increased penalties and enforcement actions related to non-compliance, may have an adverse effect on our business and operating results, due to increased compliance costs and new restrictions affecting the terms under which we offer our products and services.
In the event of default on obligations by, or the failure of, one or more of these counterparties, we could incur significant losses, which could negatively impact our results of operations and financial condition.
We could also face liquidity constraints if we are unable to timely transfer or access funds, securities or collateral. In the event of default on obligations by, or the failure of, one or more of these counterparties, we could incur significant losses, which could negatively impact our results of operations and financial condition.
As a result, a specific offering of our features, networks and pricing may serve as a competitive advantage with respect to one customer and a disadvantage for another based on the customers’ preferences.
We may experience competitive disadvantages with respect to any of these factors from time to time as potential customers prioritize or value these competitive factors differently. As a result, a specific offering of our features, networks and pricing may serve as a competitive advantage with respect to one customer and a disadvantage for another based on the customers’ preferences.
Our business in Canada is also subject to the PCMLTFA, which is a corollary to the BSA. Changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government, may significantly affect or change the manner in which we currently conduct some aspects of our business.
Changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government, may significantly affect or change the manner in which we currently conduct some aspects of our business. As a service provider to certain of our bank sponsors, we may be subject to direct supervision and examination by certain government agencies.
Our failure to comply with these laws and regulations may result in suspension of these contracts or administrative or other penalties. Litigation and regulatory actions could subject us to significant fines, penalties or requirements resulting in significantly increased expenses, damage to our reputation and/or material adverse effects on our business.
Litigation and regulatory actions could subject us to significant fines, penalties or requirements resulting in significantly increased expenses, damage to our reputation and/or material adverse effects on our business.
Similarly, because some of our solutions are independently marketed, certain other adverse events outside our control, like those companies’ failure to maintain their brands or a decrease in the size of their branded networks may adversely affect our ability to grow our revenue. 22 Table of Contents The loss of, failure to continue or failure to establish new relationships, or the weakness or decrease in size of companies with whom we maintain relationships, could adversely affect our ability to serve our customers and adversely affect our solutions and operating results.
Similarly, because some of our solutions are independently marketed, certain other adverse events outside our control, like those companies’ failure to maintain their brands or a decrease in the size of their branded networks may adversely affect our ability to grow our revenue.
Increased regulation and compliance requirements are impacting these businesses and our bank relationships by making it more costly for us to provide our solutions or by making it more cumbersome for businesses to do business with us.
Furthermore, we facilitate payment and foreign exchange solutions for enterprises of all sizes using a global network of bank relationships. Increased regulation and compliance requirements are impacting these businesses and our bank relationships by making it more costly for us to provide our solutions or by making it more cumbersome for businesses to do business with us.
Extraordinary measures, such as sanctions and tariffs, will adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations or otherwise aggravate the other risk factors that we identify herein. We cannot predict the scope of macroeconomic factors because these measures are complex and evolving.
Responses by countries , such as sanctions, export controls and tariffs, will adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations or otherwise aggravate the other risk factors that we identify herein.
We continue to refine our business continuity plan, which includes crisis response materials designed to mitigate the impact of significant disruptions to our business, but there can be no assurance that our plan will successfully mitigate all disruptions. To date, we have not experienced any material interruptions in our infrastructure, technology systems or networks needed to support our operations.
We continue to refine our business continuity plan, which includes crisis response materials designed to mitigate the impact of significant disruptions to our business, but there can be no assurance that our plan will successfully mitigate all disruptions.
We may not be able to maintain or improve our competitive position against our current or future competitors, which could adversely affect our business, operating results and financial condition. 21 Table of Contents We are subject to risks related to volatility in the macroeconomic environment, which could adversely affect our revenue and operating results.
We may not be able to maintain or improve our competitive position against our current or future competitors, which could adversely affect our business, operating results and financial condition.
Further, during a declining economic environment, we may experience increased customer defaults and preference claims by bankrupt customers. 19 Table of Contents Additionally, the counterparties to the derivative financial instruments that we use in our Cross-Border solution to reduce our exposure to various market risks, including changes in foreign exchange rates, may fail to honor their obligations, which could expose us to risks we had sought to mitigate.
Additionally, the counterparties to the derivative financial instruments that we use in our cross-border solution to reduce our exposure to various market risks, including changes in foreign exchange rates, may fail to honor their obligations, which could expose us to risks we had sought to mitigate.
In addition, conducting and expanding our international operations subjects us to other political, economic, technological, operational and regulatory risks and difficulties that we do not generally face in the U.S.
In addition, conducting and expanding our international operations subjects us to other political, economic, technological, operational and regulatory risks and difficulties that we do not generally face in the U.S. including exchange controls, capital repatriation restrictions, shifting import and export regimes, evolving local payments regulations and heightened enforcement uncertainty.
Any failure to deliver an effective and secure product or service or any performance issue that arises with a new product or service could result in significant processing or reporting errors or other 18 Table of Contents losses.
New or enhanced offerings can present performance, scalability or interoperability challenges, and any failure to deliver effective and secure products or services, or any performance issue that arises with a new product or service, could result in significant processing or reporting errors, customer dissatisfaction or other losses.
As a result, the success of these solutions is in part dependent on our ability to maintain relationships with major oil companies, petroleum marketers, closed-loop fuel and lodging merchants, truck stop operators, airlines, sales channels and other channels and partnerships (each of whom we refer to as our “partners”) and to enter into additional relationships or expand existing arrangements to increase the acceptability of our payment solutions.
The success of our solutions is in part dependent on our ability to maintain relationships with bank partners, major oil companies, petroleum marketers, closed-loop fuel and lodging merchants, truck stop operators, airlines, sales channels and other channels and partnerships (each of whom we refer to as our “partners”). 23 Table of Contents These relationships vary in length and may be renegotiated at the end of their respective terms.
Additionally, certain foreign exchange derivatives transactions we may enter into in the future may be subject to centralized clearing requirements or may be subject to margin requirements in the U.S., U.K., and European Union or other jurisdictions.
Additionally, certain foreign exchange derivatives transactions we may enter into in the future may be subject to centralized clearing requirements or may be subject to margin requirements in the U.S., U.K., and EU or other jurisdictions. Our compliance with these requirements has resulted, and may continue to result, in additional costs to our business and may impact our cross-border solution.
Our compliance with these requirements has resulted, and may continue to result, in additional costs to our business and may impact our Cross-Border solution. Furthermore, our failure to comply with these requirements could result in fines and other sanctions, as well as necessitate a temporary or permanent cessation to some or all of our derivative related activities.
Furthermore, our failure to comply with these requirements could result in fines and other sanctions, as well as necessitate a temporary or permanent cessation to some or all of our derivative related activities. Any such fines, sanctions or limitations on our business could adversely affect our operations and financial results.
Our competitors vary in size and in the scope and breadth of the products and services they offer.
The market for our solutions is highly competitive, and competition could intensify in the future. Our competitors vary in size and in the scope and breadth of the products and services they offer.
Such bidding processes may focus on a limited number of factors, including pricing, which may affect our ability to effectively compete for these relationships. If the various partners with whom we maintain relationships experience bankruptcy, financial distress, or otherwise are forced to contract their operations, our solutions could be adversely impacted.
If the various partners with whom we maintain relationships experience bankruptcy, financial distress, or otherwise are forced to contract their operations, our solutions could be adversely impacted.
The laws and regulations applicable to us, including those enacted prior to the advent of digital payments, continue to evolve through legislative and regulatory action and judicial interpretation. Domestic and foreign government regulations impose compliance obligations on us and restrictions on our operating activities, which can be difficult to administer because of their scope, mandates and varied requirements.
Domestic and foreign government regulations impose compliance obligations on 27 Table of Contents us and restrictions on our operating activities, which can be difficult to administer because of their scope, mandates and varied requirements.
We rely on licensed third party software to calculate our daily net derivative positions for the purpose of hedging our financial market exposures.
We rely on licensed third party software to calculate our daily net derivative positions for the purpose of hedging our financial market exposures. Any failure of these systems to accurately calculate our net positions due to design weakness, capacity degradation or input errors could result in unintended financial losses.
The failure to maintain and grow existing relationships, or establish new relationships, could adversely affect our revenues and operating results. The success and growth of our solutions depend on the wide acceptability of such cards when our customers need to use them.
The failure to maintain and grow existing relationships, or establish new relationships, could adversely affect our revenues and operating results.
In addition, from time to time, we may divest businesses, for, among other things, alignment with our strategic objectives. We may not be able to complete desired or proposed divestitures on terms favorable to us. Gains or losses on the sales of, or lost operating income from, those businesses may affect our profitability and margins.
We may not be able to complete desired or proposed divestitures on terms favorable to us. Gains or losses on the sales of, or lost operating income from, those businesses may affect our profitability and margins. Moreover, we may incur asset impairment losses related to divestitures that reduce our profitability. Our divestiture activities may present financial, managerial and operational risks.
Protecting against the unauthorized use of our intellectual property and confidential information is expensive, difficult and not always possible. Litigation may be necessary in the future to enforce or defend our intellectual property rights, to protect our confidential information, including trade secrets, or to determine the validity and scope of the proprietary rights of others.
Litigation may be necessary in the future to enforce or defend our intellectual property rights, to protect our confidential information, including trade secrets, or to determine the validity and scope of the proprietary rights of others. This litigation could be costly and divert management resources, either of which could harm our business, operating results and financial condition.
Although, we have controls and documented measures to mitigate these risks, these mitigating controls might not reduce the duration, scope or severity of an outage in time to avoid adverse effects. We may experience software defects, system errors, computer viruses and development delays, which could damage customer relationships, decrease our profitability and expose us to liability.
Although, we have controls and documented measures to mitigate these risks, these mitigating controls might not reduce the duration, scope or severity of an outage in time to avoid adverse effects. Disruptions could result in transaction delays or failure, financial losses, contractual penalties, regulatory scrutiny and damage to our reputation.
To successfully operate our business, we must be able to protect our processing and other systems from interruption, including from events that may be beyond our control. Events that could cause system interruptions include, but are not limited to, fire, natural disaster, unauthorized entry, power loss, telecommunications failure, computer viruses, terrorist acts and war.
Events that could cause system interruptions include, but are not limited to, fire, natural disaster, unauthorized entry, power loss, telecommunications failure, computer viruses, ransomware or other cybersecurity incidents, technology failures, software or other vulnerabilities, terrorist acts and war.
We cannot be certain that the steps we have taken will prevent the unauthorized use or the reverse engineering of our proprietary technology. Moreover, others may independently develop technologies that are competitive to ours or infringe our intellectual property.
Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property and proprietary information. We cannot be certain that the steps we have taken will prevent the unauthorized use or the reverse engineering of our proprietary technology.
Any delay in the delivery of new services or the failure to differentiate our services could render our services less desirable to customers, or possibly even obsolete.
Any delay in the delivery of new services or the failure to differentiate our services could render our services less desirable to customers, or possibly even obsolete. We operate in a competitive business environment, and if we are unable to compete effectively, our business, operating results, and financial condition would be adversely affected.

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Item 2. Properties

Properties — owned and leased real estate

1 edited+17 added−0 removed1 unchanged
Biggest changeOur largest offices internationally are located in São Paulo, Brazil; London, United Kingdom; Prague, Czech Republic; Mexico City, Mexico and Toronto, Canada. We lease all of the real property used in our business, except for a portion of our headquarters in Mexico City, which we own. 32 Table of Contents
Biggest changeOur largest offices internationally are located in São Paulo, Brazil; London, United Kingdom; Prague, Czech Republic; Mexico City, Mexico and Toronto, Canada. We lease all of the real property used in our business, except for a portion of our headquarters in Mexico City, which we own. 33 Table of Contents I TEM 3.
Added
LEGAL PR OCEEDINGS 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").
Added
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.
Added
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.
Added
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.
Added
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.
Added
On December 20, 2019, the FTC filed a lawsuit in the Northern District of Georgia against the Company and Ron Clarke. See FTC v. FleetCor Technologies, Inc. , No. 19-cv-05727 (N.D. Ga.). The complaint alleged the Company and Ron Clarke violated the FTC Act’s prohibitions on unfair and deceptive acts and practices.
Added
The complaint sought among other things injunctive relief, consumer redress and costs of suit. On April 17, 2021, the FTC filed a motion for summary judgment. On April 22, 2021, the United States Supreme Court held unanimously in AMG Capital Management v.
Added
FTC that the FTC does not have authority under current law to seek monetary redress by means of Section 13(b) of the FTC Act, which is the means by which the FTC has sought such redress in this case. The Company cross-moved for summary judgment regarding the FTC’s ability to seek monetary or injunctive relief on May 17, 2021.
Added
On August 13, 2021, the FTC filed a motion to stay or to voluntarily dismiss without prejudice the case pending in the Northern District of Georgia in favor of a parallel administrative action under Section 5 of the FTC Act that it filed on August 11, 2021 in the FTC’s administrative process.
Added
Apart from the jurisdiction and statutory change, the FTC’s administrative complaint made the same factual allegations as the FTC’s original complaint filed in December 2019. The FTC’s administrative action was stayed pending resolution of the case in federal court.
Added
On August 9, 2022, the District Court for the Northern District of Georgia granted the FTC's motion for summary judgment as to liability for the Company and Ron Clarke, but granted the Company's motion for summary judgment as to the FTC's claim for monetary relief as to both the Company and Ron Clarke.
Added
On June 8, 2023, the Court issued an Order for Permanent Injunction and Other Relief. The Company filed its notice of appeal to the United States Court of Appeals for the Eleventh Circuit on August 3, 2023.
Added
On August 17, 2023, the FTC Commission ordered that the stay of the parallel Section 5 administration action will remain in place during the pendency of the Eleventh Circuit appeal. On January 6, 2026, the Eleventh Circuit affirmed the judgment against the Company and affirmed the judgment against Ron Clarke except for one count, which was vacated and remanded.
Added
The Company intends to seek an en banc review by the full Eleventh Circuit. The Company continues to believe that the FTC’s claims are without merit and these matters are not and will not be material to the Company’s financial performance. The Company has incurred and continues to incur legal and other fees related to this FTC complaint.
Added
Any settlement of this matter, or defense against the lawsuit, could involve costs to the Company, including legal fees, redress, penalties and remediation expenses.
Added
Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree of judgment, particularly where, as here, the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved.
Added
For these reasons, the Company is currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, the matters described above. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 34 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+0 added−0 removed4 unchanged
Biggest changeOn January 25, 2024, the Board authorized an increase to the aggregate size of the Program by $1.0 billion to $8.1 billion , and on November 5, 2024, the Board authorized an in crease to the aggregate size of the Program by another $1.0 billion to $9.1 billion .
Biggest changeOn December 18, 2025, the Board authorized an increase to the aggregate size of the Program by $1.0 billion to $10.1 billion .
Any stock repurchases may be made at time s and in such amounts as deemed appropriate. 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 the Company may possess.
Any stock repurchases may be made at times and in such amounts as deemed appropriate. 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 the Company may possess.
There were 4,211,818 common shares totaling $1.3 billion in 2024 ; 2,597,954 common shares totaling $0.7 billion in 2023 ; and 6,212,410 common shares totaling $1.4 billion in 2022 repurchased under the Program. Repurchased shares are held as treasury stock on the Company's Consolidated Balance Sheets.
There were 2,568,667 common shares totaling $0.8 billion in 2025 ; 4,211,818 common shares totaling $1.3 billion in 2024 ; and 2,597,954 common shares totaling $0.7 billion in 2023 repurchased under the Program. Repurchased shares are held as treasury stock on the Company's Consolidated Balance Sheets.
The following table presents information with respect to purchase of common stock of the Company made during the three months ended December 31, 2024 by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act: Period Total Number of Shares Purchased 1 Average Price Paid Per Share Total Number of Shares Purchased as Part of the Publicly Announced Plan Maximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands) October 1, 2024 through October 31, 2024 581 $ 336.31 — November 1, 2024 through November 30, 2024 651,967 $ 374.26 — December 1, 2024 through December 31, 2024 — $ — — $ 1,275,399 1 During the quarter ended December 31, 2024 , pursuant to our Stock Incentive Plan, we withheld 652,548 shares, at an average price per share of $374.22, in order to satisfy employees' tax withholding obligations in connection with the vesting of awards of restricted stock. 35 Table of Contents PERFORMANCE GRAPH The following graph assumes $100 invested on December 31, 2019, at the closing price ($287.72) of our common stock on that day and compares (a) the percentage change of our cumulative total stockholder return on the common stock (as measured by dividing (i) the difference between our share price at the end and the beginning of the period presented by (ii) the share price at the beginning of the periods presented) with (b) (i) the Russell 2000 Index, (ii) the S&P 500 ® Data Processing & Outsourced Services and (iii) S&P 500.
The following table presents information with respect to purchase of common stock of the Company made during the three months ended December 31, 2025 by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act: Period Total Number of Shares Purchased 1 Weighted Average Price Paid Per Share Total Number of Shares Purchased as Part of the Publicly Announced Plan 1 Maximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands) October 1, 2025 through October 31, 2025 447 $ 287.46 447 November 1, 2025 through November 30, 2025 1,051,745 $ 285.29 1,051,745 December 1, 2025 through December 31, 2025 655,427 $ 305.16 655,427 $ 1,492,988 1 During the quarter ended December 31, 2025 , pursuant to our Stock Incentive Plan, we withheld 776 shares, at a weighted average price per share of $286.66, in order to satisfy employees' tax withholding obligations in connection with the vesting of awards of restricted stock. 35 Table of Contents PERFORMANCE GRAPH The following graph assumes $100 invested on December 31, 2020, at the closing price ($272.83) of our common stock on that day and compares (a) the percentage change of our cumulative total stockholder return on the common stock (as measured by dividing (i) the difference between our share price at the end and the beginning of the period presented by (ii) the share price at the beginning of the periods presented) with (b) (i) the Russell 2000 Index, (ii) the S&P 500 ® Data Processing & Outsourced Services and (iii) S&P 500.
Since the beginning of the Program through December 31, 2024 , 33,090,680 shares have been repurchased for an aggregate purchase price of $7.8 billion , leaving the Company up to $1.3 billion of remaining authorization available under the Program for future repurchases in shares of its common stock.
Since the beginning of the Program through December 31, 2025 , 35,659,347 shares have been repurchased for an aggregate purchase price of $8.6 billion , leaving the Company up to $1.5 billion of remaining authorization available under the Program for future repurchases in shares of its common stock.
The Company's Board has approved a stock repurchase program (as updated from time to time, the "Program") authorizing the Company to repurchase its common stock from time to time until February 4, 2026.
The Company's Board has approved a stock repurchase program (as updated from time to time, the "Program"), originally announced on February 4, 2016, authorizing the Company to repurchase its common stock from time to t ime until December 31, 2026.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the NYSE under the ticker CPAY. As of December 31, 2024 , there were 313 h olders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the NYSE under the ticker CPAY. As of December 31, 2025 , th ere were 195 holders of rec ord of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeRevenues , net by key performance metric and organic growth by segment for the years ended December 31, 2024 and 2023 , were as follows (in millions except revenues, net per key performance indicator)* : As Reported Pro Forma and Macro Adjusted 2 Year Ended December 31, Year Ended December 31, 2024 2023 Change % Change 2024 2023 Change % Change VEHICLE PAYMENTS ' - Revenues, net $2,008.8 $2,005.5 $3.3 —% $2,075.3 $1,968.5 $106.7 5% ' - Transactions 820.7 648.6 172.1 27% 820.7 768.1 52.6 7% ' - Revenues, net per transaction $2.45 $3.09 $(0.64) (21)% $2.53 $2.56 $(0.03) (1)% ' - Tag transactions 3 86.5 79.6 6.9 9% 86.5 79.6 6.9 9% ' - Parking transactions 249.0 68.0 181.0 NM 249.0 226.0 22.9 10% ' - Fleet transactions 444.8 477.4 (32.6) (7)% 444.8 422.0 22.8 5% ' - Other transactions 40.6 23.7 16.9 71% 40.6 40.5 0.1 0% CORPORATE PAYMENTS ' - Revenues, net $1,221.9 $981.1 $240.8 25% $1,220.3 $1,017.1 $203.2 20% ' - Spend volume $170,432 $145,571 $24,862 17% $170,432 $148,759 $21,673 15% ' - Revenues, net per spend $ 0.72% 0.67% 0.04% 6% 0.72% 0.68% 0.03% 5% LODGING PAYMENTS ' - Revenues, net $488.6 $520.2 $(31.6) (6)% $488.4 $520.2 $(31.8) (6)% ' - Room nights 37.7 36.5 1.2 3% 37.7 36.5 1.2 3% ' - Revenues, net per room night $12.97 $14.25 $(1.28) (9)% $12.96 $14.25 $(1.29) (9)% OTHER 1 ' - Revenues, net $255.3 $250.9 $4.4 2% $255.2 $250.9 $4.4 2% ' - Transactions 1,574.1 1,417.7 156.4 11% 1,574.1 1,417.7 156.4 11% ' - Revenues, net per transaction $0.16 $0.18 $(0.01) (8)% $0.16 $0.18 $(0.01) (8)% CORPAY CONSOLIDATED REVENUES, NET ' - Revenues, net $3,974.6 $3,757.7 $216.9 6% $4,039.2 $3,756.7 $282.5 8% 1 Other includes Gift and Payroll Card operating segments. 2 See heading entitled "Managements' 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.
Biggest changeRevenues, net by key performance metric and organic growth by segment for the years ended December 31, 2025 and 2024 , were as follows (in millions except revenues, net per key performance indicator, and percentages)*: As Reported Pro Forma and Macro Adjusted 1 Year Ended December 31, Year Ended December 31, 2025 2024 Change % Change 2025 2024 Change % Change CORPORATE PAYMENTS 2 ' - Revenues, net $1,635.1 $1,221.9 $413.1 34% $1,627.3 $1,390.5 $236.8 17% ' - Spend volume $258,452 $172,054 $86,398 50% $258,452 $197,447 $61,005 31% ' - Revenues, net per spend $ 0.63% 0.71% (0.08)% (11)% 0.63% 0.70% (0.07)% (11)% VEHICLE PAYMENTS ' - Revenues, net $2,138.7 $2,008.8 $129.9 6% $2,179.5 $1,998.6 $180.9 9% ' - Transactions 880.9 820.7 60.2 7% 880.1 822.6 57.5 7% ' - Revenues, net per transaction $2.43 $2.45 $(0.02) (1)% $2.48 $2.43 $0.05 2% ' - Tag transactions 3 92.0 86.5 5.5 6% 92.0 86.5 5.5 6% ' - Parking transactions 263.8 249.0 14.8 NM 263.8 249.0 14.8 6% ' - Fleet transactions 468.7 444.8 23.9 5% 467.9 446.7 21.2 5% ' - Other transactions 56.5 40.6 15.9 39% 56.5 40.6 15.9 39% LODGING PAYMENTS ' - Revenues, net $469.5 $488.6 $(19.0) (4)% $468.7 $488.6 $(19.9) (4)% ' - Room nights 35.3 37.7 (2.4) (6)% 35.3 37.7 (2.4) (6)% ' - Revenues, net per room night $13.30 $12.95 $0.35 3% $13.27 $12.95 $0.33 3% OTHER 4 ' - Revenues, net $285.1 $255.3 $29.8 12% $283.8 $255.3 $28.5 11% ' - Transactions 1,717.7 1,574.1 143.6 9% 1,717.7 1,574.1 143.6 9% ' - Revenues, net per transaction $0.17 $0.16 $— 2% $0.17 $0.16 $— 2% CORPAY CONSOLIDATED REVENUES, NET ' - Revenues, net $4,528.4 $3,974.6 $553.8 14% $4,559.2 $4,133.0 $426.2 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.
We use adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, 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.
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.
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. We manage and report our operating results through the following three reportable segments: Vehicle Payments, Corporate Payments and Lodging Payments.
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. We manage and report our operating results through the following three reportable segments: Corporate Payments, Vehicle Payments and Lodging Payments.
Interest on amounts outstanding under the Credit Agreement accrues as follows: for all loans denominated in U.S. dollars with the exception of Term Loan B borrowings, based on SOFR plus a SOFR adjustment of 0.10%; for Term Loan B borrowings, based on SOFR; for all loans denominated in British pounds, based on the SONIA plus a SONIA adjustment of 0.0326% ; for all loans denominated in euros, based on the Euro Interbank Offered Rate (EURIBOR) ; or for all loans denominated in Japanese yen, at the Toyko Interbank Offer Rate (TIBOR) plus a margin based on a leverage ratio (as defined in the agreement); or our option (for U.S. dollar borrowings only), the Base Rate (defined as the rate equal to the highest of (a) the Federal Funds Rate plus 0.50% , (b) the prime rate announced by Bank of America, N.A., or (c) SOFR plus 1.00% plus a margin based on a leverage ratio).
Interest on amounts outstanding under the Credit Agreement accrues as follows: for all loans denominated in U.S. dollars with the exception of Term Loan B borrowings, based on SOFR plus a SOFR adjustment of 0.10%; for all loans denominated in British pounds, based on the SONIA plus a SONIA adjustment of 0.0326% ; for all loans denominated in euros, based on the Euro Interbank Offered Rate (EURIBOR); or for all loans denominated in Japanese yen, at the Toyko Interbank Offer Rate (TIBOR) plus a margin based on a leverage ratio (as defined in the agreement); or our option (for U.S. dollar borrowings only), the Base Rate (defined as the rate equal to the highest of (a) the Federal Funds Rate plus 0.50% , (b) the prime rate announced by Bank of America, N.A., or (c) SOFR plus 1.00% plus a margin based on a leverage ratio).
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) a fixed rate equal to the lender's reference rate or the Federal Funds Effective Rate (as defined in the respective agreements) plus 1% or (b) SOFR plus 1.25%.
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) a fixed rate equal to the lender's reference rate or the Federal Funds Effective Rate (as defined in the respective agreements) plus 1% or 1.25% or (b) SOFR plus 1.25%.
Restricted cash primarily represents customer deposits repayable on demand held in certain geographies with legal restrictions, customer 46 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.
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.
As it relates to the Payroll card reporting unit, of these assumptions , EBITDA margins and discount rates are the most sensitive, subjective and/or complex. These assumptions are based on risk-adjusted discount factors accommodating viewpoints that consider the full range of variability contemplated in the current and potential future economic situations.
As it relates to the Payroll Card reporting unit, of these assumptions, EBITDA margins and discount rates were the most sensitive, subjective and/or complex. These assumptions are based on risk-adjusted discount factors accommodating viewpoints that consider the full range of variability contemplated in the current and potential future economic situations.
See "Results of Operations" for information related to the fuel price impact on our total revenues, net. 41 • 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.
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 connection with the sale, we recorded a net gain on disposal of $121.3 million during the year ended December 31, 2024 , which represents the proceeds received less the derecognition of the related net assets. 37 Results Revenues, net, Net Income Attributable to Corpay and Net Income Per Diluted Share Attributable to Corpay.
In connection with the sale, we recorded a net gain on disposal of $121.3 million during the year ended December 31, 2024 , which represents the proceeds received less the derecognition of the related net assets. Results Revenues, net, Net Income Attributable to Corpay and Net Income Per Diluted Share Attributable to Corpay.
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.
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 41 to us based on a percentage of each customer’s total purchase.
The estimation process for expected credit losses includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing of payment, contract terms and conditions, changes in specific customer risk profiles or mix of customers, geographic risk, economic trends and relevant environmental factors.
The estimation process for expected 52 credit losses includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing of payment, contract terms and conditions, changes in specific customer risk profiles or mix of customers, geographic risk, economic trends and relevant environmental factors.
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 52 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.
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.
Procee ds 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 June 24, 2027 . The Term Loan B has a maturity date of April 30, 2028.
Procee ds 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 June 24, 2027 . The Term Loan B-5 has a maturity date of April 30, 2028.
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 2024 and 2023 items, with year-over-year comparisons between these two years.
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 2025 and 2024 items, with year-over-year comparisons between these two years.
We believe that organic revenue growth on a macro-neutral and consistent acquisition/divestiture/non-recurring item bases is useful to investors for understanding the performance of Corpay. EBITDA is defined as earnings before interest, income taxes, interest expense, net, other expense (income), depreciation and amortization, goodwill impairment, loss on extinguishment of debt, investment loss/gain and other operating, net.
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. EBITDA is defined as earnings before interest, income taxes, interest expense, net, other expense (income), depreciation and amortization, goodwill impairment, loss on extinguishment of debt, investment loss/gain and other operating, net.
A detailed discussion of 2023 items and year-over-year comparisons between 2023 and 2022 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10- K for the year ended December 31, 2023 .
A detailed discussion of 2024 items and year-over-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10- K for the year ended December 31, 2024 .
The unused credit facility fee was 0.25% for all revolving facilities at December 31, 2024 . The term loans are payable in quarterly installments due on the last business day of each March, June, September and December with the final principal payment due on the respective maturity date.
The unused credit facility fee was 0.25% for all revolving facilities at December 31, 2025 . The term loans are payable in quarterly installments due on the last business day of each March, June, September and December with the final principal payment due on the respective maturity date.
Cash Flow Hedges As of December 31, 2024 , 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 $500 4.01% 7/31/2025 $500 3.80% 1/31/2026 $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 The purpose of these contracts is to reduce the variability of cash flows in interest payments associated with $4.5 billion of unspecified variable rate debt, the sole source of which is due to changes in the SOFR benchmark interest rate.
Cash Flow Hedges As of December 31, 2025 , 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 $500 3.80% 1/31/2026 $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 $4.5 billion of unspecified variable rate debt, the sole source of which is due to changes in the SOFR benchmark interest rate.
We engaged the assistance of a third-party valuation firm to assist us with the performance of our goodwill quantitative impairment test. The estimation of the net present value of future cash flows is based upon varying economic assumptions, including assumptions such as revenue, net growth rates, operating costs, EBITDA margins, capital expenditures, tax rates, long-term growth rates and discount rates.
We engaged a third-party valuation firm to assist us with the performance of our goodwill quantitative impairment test. The estimation of the net present value of future cash flows was based upon varying economic assumptions, including assumptions such as revenue, net growth rates, operating costs, EBITDA margins, capital expenditures, tax rates, long-term growth rates and discount rates.
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 40 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.
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 GAAP. We believe that organic revenue growth on a macro-neutral, one-time and consistent acquisition/divestiture/non-recurring item basis is useful to investors for understanding the performance of Corpay.
We were in compliance with all financial and non-financial covenant requirements related to our Securitization Facility as of December 31, 2024 . 48 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.
We were in compliance with all financial and non-financial covenant requirements related to our Securitization Facility as of December 31, 2025 . 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.
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 prices —Our Vehicle Payments customers use our products and services primarily in connection with the purchase of fuel.
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.
As of December 31, 2024 , we have a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.5 billion .
As of December 31, 2025 , we have a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.5 billion .
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 December 31, 2024 , we had no additional liquidity under our Securitization Facility.
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 December 31, 2025 , we had no additional liquidity under our Securitization Facility.
We also utilize the Securitization Facility to finance a portion of our domestic receivables, to lower our cost of borrowing and more efficiently use capital. Accounts receivable collateralized within our Securitization Facility relate to trade receivables resulting primarily from charge card activity in Vehicle Payments and Corporate Payments and receivables related to our Lodging Payments business in the U.S.
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 primarily from charge card activity in Vehicle Payments and Corporate Payments and receivables related to our Lodging Payments business.
We have determined that outside basis differences associated with our investments in foreign subsidiaries would not resu lt 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.
We have determined that outside basis differences associ ated with our investments in foreign subsidiaries would not resu lt 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.
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 macroeconomic factors change and as adjustments are made to merchant and customer rates.
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.
Set forth below are revenues, net, net income attributable to Corpay and net income per diluted share attributable to Corpay for the years ended December 31, 2024 and 2023 (in millions, except per share amounts).
Set forth below are revenues, net, net income attributable to Corpay and net income per diluted share attributable to Corpay for the years ended December 31, 2025 and 2024 (in millions, except per share amounts).
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 $7.5 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.
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 $10.15 billion Credit Agreement (the “Credit Agreement”), with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of financial institutions (the “Lenders”), which has been amended multiple times.
The majority investment in Zapay further scales our Vehicle Payments business in Brazil. • In July 2024, we acquired 100% of Paymerang, a U.S. based leader in accounts payables automation solutions, for approximately $179.2 million , net of cash and cash equivalents and restricted cash acquired of $309 million .
The majority investment in Zapay further scales our Vehicle Payments business in Brazil. • In July 2024, we acquired 100% of Paymerang, a U.S. based leader in AP automation solutions, for approximately $179.2 million , net of cash and cash equivalents and restricted cash acquired of $309 million .
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.
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.
Management ’s Use of Non-GAAP Financial Measures We have included in the discussion below 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.
Management’s Use of Non-GAAP Financial Measures We have included in the discussion below 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.
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 three unsecured overdraft facilities with a combined capacity of $155.0 million, which may be accessible via written request and corresponding authorization from the applicable lenders.
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 unsecured overdraft facilities with a combined capacity of $205 million, which may be accessible via written request and corresponding authorization from the applicable lenders.
Goodwill of approximately $58.2 million was allocated to the carrying value of the disposal group based on a relative fair value analysis. We received total proce e ds of $185.5 million , which have been recorded within investing activities in the accompanying Consolidated Statements of Cash Flows.
Goodwill of approximately $58.2 million was allocated to the carrying value of the disposal group based on a relative fair value analysis. We received total proceeds of $185.5 million , which have been recorded within investing activities in the accompanying Consolidated Statements of Cash Flows.
Set forth below are adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin for the years ended December 31, 2024 and 2023 (in millions, except per share amounts and percentages).
Set forth below are adjusted net income attributable to Corpay, adjusted net 37 income per diluted share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin for the years ended December 31, 2025 and 2024 (in millions, except per share amounts and percentages).
The revolving credit facility consists of (a) a revolving A credit facility in the amount of $1.3 billion with sublimits for letters of credit and swing line loans and (b) a revolving B facility in the amount of $500 million with borrowings in U.S . dollars, euros, British pounds, Japanese yen or other currency as agreed in advance and a sublimit for swing line loans.
The revolving credit facility consists of (a) a revolving A credit facility in the amount of $1.3 billion with sublimits for letters of credit and swing line loans and (b) a revolving B facility in the amount of $1.5 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.
At December 31, 2024 , we had $3.1 billion in borrowings outstanding on Term Loan A, net of discounts, $2.3 billion in borrowings outstanding on Term Loan B, net of discounts and $1.3 billion in borrowings outstan ding on the revolving credit facility.
At December 31, 2025 , we had $2.9 billion in borrowings outstanding on Term Loan A, net of discounts, $3.9 billion in borrowings outstanding on Term Loan B, net of discounts and $1.3 billion in borrowings outstan ding on the revolving credit facility.
During the years ended December 31, 2024 and 2023 , as a result of these swap contracts and net investment hedges, we recorded a benefit to interest expense, net of approximately $60.1 million and $48.4 million , respectively. Provision for income taxes.
During the years ended December 31, 2025 and 2024 , as a result of these swap contracts and net investment hedges, we recorded a benefit to interest expense, net of approximately $37.4 million and $60.1 million , respectively. Provision for income taxes.
The acquisition expands our presence in several market verticals, including education, healthcare, hospitality and manufacturing. Results from Paymerang are reported in our Corporate Payments segment. • In December 2024, we acquired 100% of GPS Capital Markets, LLC ("GPS") for approximately $576.2 million , net of cash and cash equivalents and restricted cash acquired of $190.7 million .
The acquisition expands our presence in several market verticals, including education, healthcare, hospitality and manufacturing. Results from Paymerang are reported in our Corporate Payments segment. • In December 2024, we acquired 100% of GPS Capital Markets, LLC ("GPS") for approximately $577.1 million , net of cash and cash equivalents acquired of $190.7 million .
We estimate approximately 5% of revenues, net were directly impacted by fuel price spreads in both 2024 and 2023 . See "Results of Operations" for information related to the fuel price impact on our total revenues, net. • Acquisitions —Since 2002, we have completed over 100 acquisitions of companies and commercial account portfolios.
We estimate approximately 4% and 5% of revenues, net were directly impacted by fuel price spreads in 2025 and 2024 , respectively. See "Results of Operations" for information related to the fuel price impact on our total revenues, net. • Acquisitions —Since 2002, we have completed over 100 acquisitions of companies and commercial account portfolios.
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.
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 40 adjusted to include or remove the impact of acquisitions and/or divestitures, inclusive of changes in operational and capital structure, and non-recurring items that have occurred subsequent to that period.
At December 31, 2024 , 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 2.15% 5/26/2026 Canadian Dollar (CAD) $800 1.14% 5/20/2026 British Pound (GBP) $750 0.317% 5/8/2028 49 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.
At December 31, 2025 , 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 2.150% 5/26/2026 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.
Cash flows The following table summarizes our cash flows for the years ended December 31, 2024 and 2023 .
Cash flows The following table summarizes our cash flows for the years ended December 31, 2025 and 2024 .
As of December 31, 2024 , we had no borrowings outstanding under the committed credit facility.
As of December 31, 2025 , we had no borrowings outstanding under the committed credit facility.
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 81% of our business in the U.S., Brazil and the U.K.
We provide our payment solutions to our business, merchant, consumer and payment network customers in more than 200 countries a round the world today, although we operate primarily in three geographies, with approximately 79% of our business in the U.S., Brazil and the U.K.
As of December 31, 2024 , we had no 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 February 20, 2026.
As of December 31, 2025 , we had no 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 February 19, 2027 .
Comdata Merchant Solutions Disposition In May 2024, we signed a definitive agreement to sell the merchant solutions business, a business within the U.S. division of our Vehicle Payments segment (the "disposal group") to a third party. The transaction was completed during December 2 024. The disposal grou p's as sets and liabilities were recorded at their carrying value.
Comdata Merchant Solutions Disposition In May 2024, we signed a definitive agreement to sell the merchant solutions business, a business within the U.S. division of our Vehicle Payments segment (the "disposal group") to a third party. The transaction was completed during December 2024. The disposal group's assets and liabilities were recorded at their carrying value.
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, New Zealand dollar and Russian ruble (for periods prior to the disposition of our Russia business), relative to the U.S. dollar.
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.
We adjust net income for the tax effect of each of these adjustments using the effective income tax rate during the period, exclusive of certain discrete tax items.
We adjust net income for the tax effect of each of these adjustments using the effective income tax rate during the period, exclusive of certain discrete tax items. Organic Revenues, net by KPI .
We recognized a benefit of $13.9 million and $9.0 million in interest expense, net for the years ended December 31, 2024 and 2023 , respectively, related to these excluded components.
We recognized a benefit of $24.2 million and $13.9 million in interest expense, net for the years ended December 31, 2025 and 2024 , respectively, related to these excluded components.
We have unamortized debt discounts and debt issuance costs of $16.6 million related to the term loans as of December 31, 2024 recorded in notes payable and other obligations, net of current portion within the Consolidated Balance Sheets.
We have unamortized debt discounts and debt issuance costs of $26.5 million related to the term loans as of December 31, 2025 recorded in notes payable and other obligations, net of current portion within the Consolidated Balance Sheets.
During 2024 , we recognized a net gain of $121.3 million related to the December 2024 disposal of our merchant solutions business, a non-core business within the U.S. division of our Vehicle Payments segment. Consolidated operating income Operating income was $1,787.2 million in 2024 , an increase of 7.9% compared to the prior year.
During 2024, we recognized a net gain of $121.3 million related to the December 2024 disposal of our merchant solutions business, a non-core business within the U.S. division of our Vehicle Payments segment. Consolidated operating income Operating income was $1,994.1 million in 2025 , an increase of 11.6% compared to the prior year.
At December 31, 2024 , we had approximately $95.5 million of unreco gnized income tax benefits related to uncertain tax positions. We cannot reasonably estimate when all of these unrecognized income tax benefits may be settled.
At December 31, 2025 , we had approximately $134.9 million of unreco gnized income tax benefits related to uncertain tax positions . We cannot reasonably estimate when all of these unrecognized income tax benefits may be settled.
Approxi mately 52% and 54% of our revenues in 2024 and 2023 , 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.
Approximately 49% and 52% of our revenues in 2025 and 2024 , 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.
We have unamortized debt issuance costs of $3.4 million related to the revolving credit facility as of December 31, 2024 recorded in other assets within the Consolidated Balance Sheets.
We have unamortized debt issuance costs of $5.6 million related to the revolving credit facility as of December 31, 2025 recorded in other assets within the Consolidated Balance Sheets.
We repurchased 4,211,818 common shares totaling $1.3 billion in 2024 ; 2,597,954 common shares totaling $0.7 billion in 2023 and 6,212,410 common shares totaling $1.4 billion in 2022 . Any stock repurchases may be made at times and in such amounts as deemed appropriate.
We repurchased 2,568,667 common shares totaling $0.8 billion in 2025 ; 4,211,818 common shares totaling $1.3 billion in 2024 and 2,597,954 common shares totaling $0.7 billion in 2023 . Any stock repurchases may be made at times and in such amounts as deemed appropriate.
The negative macroeconomic environment was driven primarily by unfavorable changes in foreign exchange rates on revenues of $43 million , unfavorable fuel prices of $14 million and unfavorable fuel price spreads of approximately $10 million .
The negative macroeconomic environment was driven primarily by unfavorable fuel price spreads of approximately $18 million , unfavorable changes in foreign exchange rates on revenues of $12 million and unfavorable fuel prices of $11 million .
We used t he Term Loan B proceeds to pay down existing borrowings under the revolving credit facility and other general corporate purposes. The maturity dates and the interest rates for the Credit Agreement were unchanged by this amendment.
The amendment increased the Term Loan B commitments by an incremental $750 million. We used the Term Loan B proceeds to pay down existing borrowings under the revolving credit facility and other general corporate purposes. The maturity dates and the interest rates for the Credit Agreement were unchanged by this amendment.
Our financial assets subject to credit losses are primarily trade receivables. We utilize a combination of aging and loss-rate methods to develop an estimate of current expected credit losses, depending on the nature and risk profile of the underlying asset pool, based on product, size of customer and historical losses.
We utilize a combination of aging and loss-rate methods to develop an estimate of current expected credit losses, depending on the nature and risk profile of the underlying asset pool, based on product, size of customer and historical losses.
As a result of the amortization of debt discounts and debt issuance costs, the effective interest rate incurred on the term loan s was 6.87% during 2024 .
As a result of the amortization of debt discounts and debt issuance costs, the effective interest rate incurred on the term loan s was 5.97% during 2025 .
NM - not meaningful Consolidated revenues, net Consolidated revenues were $3,974.6 million in 2024 , an increase of 5.8% compared to the prior year. The increase in consolidated revenues was due primarily to organic growt h of 8% , driven by increases in spend and transaction volumes, implementation and ramping of new sales and business initiatives.
NM - not meaningful Consolidated revenues, net Consolidated revenues were $4,528.4 million in 2025 , an increase of 13.9% compared to the prior year. The increase in consolidated revenues was due primarily to organic growt h of 10% , driven by increases in spend and transaction volumes, implementation and ramping of new sales and business initiatives.
Increases in depreciation and amortization expenses were primarily due to incremental investments in capital expenditures in addition to approximately $18 million of expenses related to acquisitions completed in 2023 and 2024.
Increases in depreciation and amortization expenses were primarily due to incremental investments in capital expenditures and approximately $41 million of expenses related to acquisitions completed in 2024 and 2025. Goodwill impairment.
The Credit Agreement provides for senior secured credit f acilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $1.8 billion , a Term Loan A facility in the amount of $3.3 billion ("Term Loan A") and a Term Loan B facility in the amount of $2.4 billion ("Term Loan B") as of December 31, 2024 .
T he Credit Agreement provides for senior secured credit f acilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $2.8 billion , a Term Loan A facility in the amount of $3.3 billion ("Term Loan A") and a Term Loan B facility in the amount of $4.1 billion ("Term Loan B"), consisting of a $3.15 billion Term Loan B-5 and a $0.9 million Term Loan B-6, as of December 31, 2025 .
During the year ended December 31, 2024 , we made borrowings of $825.0 million on the term loans, principal payments of $140.1 million on the term loans and net borrowings of $570.3 million on the revolving facilities. As of December 31, 2024 , we were in compliance with each of the covenants under the Credit Agre ement.
During the year ended December 31, 2025 , we made borrowings of $1.7 billion on the term loans, principal payments of $197.1 million on the term loans and net borrowings of $63.7 million on the revolving facilities. As of December 31, 2025 , we were in compliance with each of the covenants under the Credit Agre ement.
Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges based on these amounts. We estimate approxim ately 8% a nd 10% of revenues, net were directly impacted by changes in fuel price in 2024 and 2023 , respectively.
Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges based on these amounts. We estimate approximatel y 8% of revenues, net were directly impacted by changes in fuel price in both 2025 and 2024 .
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.
Our cross- border business also derives revenue from our risk management business, which aggregates foreign currency exposures arising 38 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.
Determining future taxable income requires us to estimate the amount of income subject to tax in future periods which includes: i) estimating revenue, revenue growth rates, Earnings and Interest Before Income Taxes and expenses by tax jurisdiction by examining historical results and considering current/future trends as well as scheduling out the timing of temporary items, ii) factoring in adjustments for any known future changes in tax law/regulations, iii) the potential impact of any reasonable tax planning strategies, and iv) estimating the future impact of complex material deductions.
The ultimate realization of a deferred tax asset is dependent upon the existence and timing of reversal of temporary differences, the ability to carryback income to open years and where allowed, the implementation of tax planning strategies and the generation of future taxable income during the periods in which the associated temporary differences become deductible. 53 Determining future taxable income requires us to estimate the amount of income subject to tax in future periods which includes: i) estimating revenue, revenue growth rates, Earnings and Interest Before Income Taxes and expenses by tax jurisdiction by examining historical results and considering current/future trends as well as scheduling out the timing of temporary items, ii) factoring in adjustments for any known future changes in tax law/regulations, iii) the potential impact of any reasonable tax planning strategies, and iv) estimating the future impact of complex material deductions.
EBITDA is defined as earnings before interest, income taxes, interest expense, net, other loss (income), depreciation and amortization, loss on extinguishment of debt, goodwill impairment, investment loss/gain, gain on disposition of business and other operating, net. Adjusted EBITDA is defined as EBITDA further adjusted for a material modification impacting stock-based compensation expense and a deal related termination expense.
EBITDA is defined as earnings before interest, income taxes, interest expense, net, other loss (income), depreciation and amortization, loss on extinguishment of debt, goodwill impairment, investment loss/gain, gain on disposition and other operating, net. Adjusted EBITDA is defined as EBITDA further adjusted for stock-based compensation expense and other one-time items as listed above .
T he provision for income taxes and effective tax rate were $381.4 million and 27.5% in 2024 , compared to $343.1 million and 25.9% in the prior year.
T he provision for income taxes and effective tax rate were $469.7 million and 30.5% in 2025 , compared to $381.4 million and 27.5% in the prior year.
On January 24, 2025, we entered into an omnibus amendment to our Securitization Facility. The amendment increased the Securitization Facility commitment from $1.7 billion to $1.8 billion and extended the maturity of the Securitization Facility from August 18, 2025 to January 24, 2028.
The amendment increased the Securitization Facility commitment from $1.7 billion to $1.8 billion and extended the outside maturity date of the Securitization Facility from August 18, 2025 to January 24, 2028.
Deferred income tax liabilities are calculated based on temporary differences between the tax bases of assets and liabilities and their respective book bases, which will result in taxable amounts in future years when the liabilities are settled at their reported financial statement amounts.
See Note 13 to the Consolidated Financial Statements within this Form 10-K for further information. Deferred income tax liabilities are calculated based on temporary differences between the tax bases of assets and liabilities and their respective book bases, which will result in taxable amounts in future years when the liabilities are settled at their reported financial statement amounts.
The transaction is expected to close in the first quarter of 2025, subject to regulatory approval and standard closing conditions and will be reflected in our Vehicle Payments segment. 20 24 • In March 2024, we acquired 70% of Zapay, a Brazil-based digital mobility solution for paying vehicle-related taxes and compliance fees, for approximately $59.5 million , net of cash.
The transaction is expected to close during the first half of 2026, subject to certain customary closing conditions. 43 20 24 • In March 2024, we acquired 70% of Zapay, a Brazil-based digital mobility solution for paying vehicle-related taxes and compliance fees, for approximately $59.5 million , net of cash.
For the years ended December 31, 2024 and 2023 , our segments generated the following revenues, net (in millions): 38 Year Ended December 31, 2024 2023 Revenues by Segment* Revenues, net % of Total Revenues, net Revenues, net % of Total Revenues, net Vehicle Payments $ 2,008.8 51 % $ 2,005.5 53 % Corporate Payments 1,221.9 31 % 981.1 26 % Lodging Payments 488.6 12 % 520.2 14 % Other 255.3 6 % 250.9 7 % Consolidated revenues, net $ 3,974.6 100 % $ 3,757.7 100 % *Columns may not calculate due to rounding.
For the years ended December 31, 2025 and 2024 , our segments generated the following revenues, net (in millions, except percentages): Year Ended December 31, 2025 2024 Revenues by Segment* Revenues, net % of Total Revenues, net Revenues, net % of Total Revenues, net Corporate Payments $ 1,635.1 36 % $ 1,221.9 31 % Vehicle Payments 2,138.7 47 % 2,008.8 51 % Lodging Payments 469.5 10 % 488.6 12 % Other 285.1 6 % 255.3 6 % Consolidated revenues, net $ 4,528.4 100 % $ 3,974.6 100 % *Columns may not calculate due to rounding.
Our wide range of modern, digitized solutions generally provides control, reporting and automation benefits superior to many of the payment methods businesses often use such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes. Russia Disposition We completed the sale of our Russia business on August 15, 2023.
Our wide range of modern, digitized solutions provide control, reporting and automation benefits superior to many of the payment methods businesses often use such as cash, paper checks, general purpose credit cards, as well as employee payment processes.
Since the beginning of the Program through December 31, 2024 , we have repurchased 33,090,680 shares for an aggregate purchase price of $7.8 billion , leaving us up to $1.3 billion of remaining authorization available under the Program for future repurchases in shares of our common stock.
Since the beginning of the Program thro ugh December 31, 2025 , we have repurchased 35,659,347 shares for an aggregate purchase price of $8.6 billion , leaving us up to $1.5 billion of remaining authorization available under the Program for future repurchases in shares of our common stock .
Results from our Russian business were previously included in our Vehicle Payments segment. 43 Results of Operations Year ended December 31, 2024 compared to the year ended December 31, 2023 The following table sets forth selected financial information from the consolidated statements of income for the years ended December 31, 2024 and 2023 (in millions, except percentages)*.
Results from our merchant solutions business were previously included in our Vehicle Payments segment. • During the year ended December 31, 2024 , we also completed asset acquisitions for approximately $6.7 million . 44 Results of Operations Year ended December 31, 2025 compared to the year ended December 31, 2024 The following table sets forth selected financial information from the consolidated statements of income for the years ended December 31, 2025 and 2024 (in millions, except percentages)*.
At December 31, 2024 , the interest rate on the Term Loan A was 5.83% , the interest rate on the Term Loan B was 6.11% , the interest rate on the revolving A and B facilities (USD borrowings) was 5.83% , and the interest rate on the revolving B facility (GBP borrowings) was 6.11% .
At December 31, 2025 , the interest rate on the Term Loan A was 5.19% , the interest rate on the Term Loan B-5 and Term Loan B-6 was 5.47% and the interest rate on the revolving A and B facilities (USD borrowings) was 5.24% .
These increases were partially offset by the dispositions of our Russia and merchant solutions businesses in August 2023 and December 2024, respectively, which lowered revenues by approximately $81 million , and the negative impact of the macroeconomic environment of approximately $67 million .
These increases were partially offset by the disposition of our merchant solutions business in December 2024, which lowered revenues by approximately $34 million , and the negative impact of the macroeconomic environment of approximately $42 million .
(Unaudited) 2024 2023 Term loan A 6.64 % 6.49 % Term loan B 6.95 % 6.84 % Revolving line of credit A & B (USD) 6.60 % 6.51 % Revolving line of credit B (GBP) 6.60 % 5.83 % 45 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.
Revolving line of credit A & B (USD) 5.61 % 6.60 % Revolving line of credit B (GBP) 5.56 % 6.60 % 46 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.
The maturity dates and the interest rates for the revolving credit facility and Term Loan A commitments were unchanged by this amendment. On February 20, 202 5, we entered into the sixteenth amendment to the Credit Agreement. The amendment increased the Term Loan B commitments by an incremental $750 million .
We used the Term Loan B proceeds to pay down existing borrowings under the revolving credit facility. The maturity dates and the interest rates for the revolving credit facility and Term Loan A commitments were unchanged by this amendment. On February 20, 2025, we entered into the sixteenth amendment to the Credit Agreement.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeRevenues from our international businesses wer e 47.7% and 45.6% of t otal revenues for the years ended December 31, 2024 and 2023 , respectively. We measure foreign currency exchange risk based on changes in foreign currency exchange rates using a sensitivity analysis.
Biggest changeRevenues from our international businesses were 51.3% and 47.7% of total revenues for the years ended December 31, 2025 and 2024 , respectively. We measure foreign currency exchange risk based on changes in foreign currency exchange rates using a sensitivity analysis. The sensitivity analysis measures the potential change in earnings based on a hypothetical 10% change in currency exchange rates.
For certain of our payment products, the price paid to a merchant or network is calculated as the merchant’s wholesale cost of fuel plus a markup. The merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting fuel prices.
For certain of our payment products, the price paid to a merchant or network is calculated as the merchant’s wholesale cost of fuel plus a markup. The merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting 59 fuel prices.
The fuel price that we charge to our customer is dependent on several factors including, among others, the fuel price 57 paid to the fuel merchant, posted retail fuel prices and competitive 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 fuel merchant, posted retail fuel prices and competitive fuel prices.
Accordingly, if fuel price spreads contract, we may generate less revenue, which could adversely affect our operating results. The impact of volatility in fuel spreads is somewhat mitigated by our agreements with certain merchants, where the price paid to the merchant is equal to cost plus a markup or a percentage of the transaction purchase price. 58
Accordingly, if fuel price spreads contract, we may generate less revenue, which could adversely affect our operating results. The impact of volatility in fuel spreads is somewhat mitigated by our agreements with certain merchants, where the price paid to the merchant is equal to cost plus a markup or a percentage of the transaction purchase price. 60 ITEM 8.
Based on the amounts and mix of our fixed and floating rate debt (exclusive of our Securitization Facility but inclusive of the aforementioned interest rate swaps) at December 31, 2024 and 2023 , if market interest rates had increased or decreased an average of 100 basis points, our interest expense for the years ended December 31, 2024 and 2023 would have changed by approximately $ 22 million and $14 mi lli on, respectively.
Based on the amounts and mix of our fixed and floating rate debt (exclusive of our Securitization Facility but inclusive of the aforementioned interest rate swaps) at December 31, 2025 and 2024 , if market interest rates had increased or decreased an average of 100 basis points, our interest expense for the years ended December 31, 2025 and 2024 would have changed by approximately $37 million and $22 million, respectively.
Similarly, the analysis for the prior year indicated that a hypothetical 10% change in currency exchange rates would have increased or decreased consolidated operating income for the years ended December 31, 2023 by approximately $86.0 million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.
Similarly, the analysis for the prior year indicated that a hypothetical 10% change in currency exchange rates would have increased or decreased consolidated operating income for the years ended December 31, 2024 by approximately $97.8 million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.
Such analysis indicated that a hypothetical 10% change in foreign currency exchange rates would have increased or decreased consolidated operating income during the year ended December 31, 2024 by approximately $97.8 million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.
Such analysis indicated that a hypothetical 10% change in foreign currency exchange rates would have increased or decreased consolidated operating income during the year ended December 31, 2025 by approximately $120.6 million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.
See Note 11 to our Consolidated Financial Statements within this Form 10-K for further information. We use derivative financial instruments to reduce our exposure related to changes in interest rates. As of December 31, 2024 , we had a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.5 billion .
We use derivative financial instruments to reduce our exposure related to changes in interest rates. As of December 31, 2025 , we had a number of receive- variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.5 billion .
Fuel price risk A majority of our Vehicle Payments customers use our products and services in connection with the purchase of fuel. Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility.
These analyses also do not consider the effects of any potential offsetting impact of changing interest rates on our interest revenues and interest income. Fuel price risk A majority of our Vehicle Payments customers use our products and services in connection with the purchase of fuel. Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility.
Interest rate risk We are exposed to the risk of changing interest rates on our cash investments and on the unhedged portion of our variable rate debt. As of December 31, 2024 and 2023 , we had $6.7 billion and $5.4 billion , respectively, of variable rate debt outstanding under our Credit Agreement.
Interest rate risk We are exposed to the risk of changing interest rates on our cash investments and on the unhedged portion of our variable rate debt.
Removed
The sensitivity analysis measures the potential change in earnings based on a hypothetical 10% change in currency exchange rates.
Added
As of December 31, 2025 and 2024 , we had $8.2 billion and $6.7 billion , respectively, of variable rate debt outstanding under our Credit Agreement, which excludes variable rate debt outstanding under our Securitization Facility of $1.8 billion . See Note 11 to our Consolidated Financial Statements within this Form 10-K for further information.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 61 Consolidated Balance Sheets at December 31, 2025 and 2024 63 Consolidated Statements of Income for the Years Ended December 31, 2025 , 2024 and 2023 64 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025 , 2024 and 2023 65 Consolidated Statements of Equity for the Years Ended December 31, 2025 , 2024 and 2023 66 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 , 2024 and 2023 67 Notes to Consolidated Financial Statements 68 61 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Corpay, Inc.
Added
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Corpay, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024 , the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025 , and the related notes (collectively referred to as the “consolidated financial statements”).
Added
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 , in conformity with U.S. generally accepted accounting principles.
Added
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2026 expressed an unqualified opinion thereon.
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Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
Added
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB.
Added
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Added
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Added
Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
Added
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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Valuation of goodwill Description of the Matter At December 31, 2025 , the Company’s goodwill was $7.6 billion. As discussed in Note 2 to the consolidated financial statements, the Company completes an impairment test of goodwill at the reporting unit level at least annually or more frequently if facts and circumstances indicate that goodwill might be impaired.
Added
For a reporting unit in which the Company concludes, based on a qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount (or if the Company elects to not perform the qualitative assessment), the Company performs a quantitative impairment test, which involves estimating the fair value of the reporting unit using a discounted cash flow analysis, and to a lesser extent, market multiples for comparable companies.
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Auditing the Company's annual goodwill impairment tests for reporting units to which a material amount of goodwill has been allocated and for which a quantitative impairment test was completed by the Company was complex and subjective due to the high degree of subjectivity of certain assumptions underlying the determination of the reporting unit fair value using the discounted cash flow model.
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These assumptions included forecasts for Earnings before Interest Taxes Depreciation and Amortization (EBITDA) margin as well as the discount rates, which could be affected by expectations about future market or economic conditions. 62 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above.
Added
For example, we tested controls over management’s review of EBITDA margin forecasts and the discounts rates used in the determination of the reporting units’ estimated fair values.
Added
To test the reporting units' estimated fair values, our audit procedures included, among others, assessing the methodologies used by the Company and testing the significant assumptions discussed above, inclusive of the underlying data used by the Company in its development of these assumptions.
Added
We involved our valuation specialists to assist us in evaluating the Company’s estimated discount rate methodology and developing an independent range of reasonable discount rates.
Added
We also compared EBITDA margin forecasts to historical results and current industry and economic trends and performed sensitivity analyses on the significant assumptions to evaluate the changes in the fair values of the reporting units that would result from changes in the significant assumptions.
Added
Valuation of acquired customer relationship intangible assets Description of the Matter As discussed in Notes 2 and 7 to the consolidated financial statements, the Company completed the acquisition of Alpha Group International plc ("Alpha") for total estimated purchase consideration of $2.4 billion. The acquisition was accounted for as a business combination.
Added
The Company recorded intangible assets from this acquisition, including customer and vendor relationships of $945.2 million. The Company used the excess earnings method to estimate the preliminary fair values of the customer relationships, which were based on management’s estimates and assumptions.
Added
Auditing the preliminary fair values of the Alpha customer relationships was complex and subjective due to the estimation uncertainty in determining customer attrition rates which had a significant impact on the estimated fair values. The customer attrition rates are forward-looking and could be affected by expectations about future market or economic conditions.
Added
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the valuation of customer relationships, including controls over models to estimate the fair values of the above identified intangible assets and management’s review of the significant assumptions discussed above.
Added
To test the estimated fair values of the customer relationships, our audit procedures included, among others, evaluating the Company’s selection of the valuation methodology, testing the significant assumptions, and testing the completeness and accuracy of underlying data.
Added
With the assistance of our valuation specialists, we assessed the methodology used by the Company and evaluated the customer attrition rates used within the valuation models. This included understanding and validating the source information underlying the determination of the attrition rates and testing the mathematical accuracy of the calculations.
Added
We also performed sensitivity analyses to evaluate the changes in the fair values of the intangible assets that would result from changes in customer attrition rates and compared the preliminary fair values of customer relationships relative to the purchase price to publicly available comparable transactions. /s/ Ernst & Young LLP We have served as the Company's auditor since 2002.
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Atlanta, Georgia February 26, 2026 63 Corpay, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands, Except Share and Par Value Amounts) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 2,408,097 $ 1,553,642 Restricted cash 6,583,843 2,902,703 Accounts and other receivables (less allowance for credit losses of $170,957 at December 31, 2025 and $133,757 at December 31, 2024 ) 2,145,679 2,090,500 Securitized accounts receivable—restricted for securitization investors 1,823,000 1,323,000 Prepaid expenses and other current assets 1,002,621 806,024 Total current assets 13,963,240 8,675,869 Property and equipment, net 472,310 377,705 Goodwill 7,564,822 5,984,667 Other intangibles, net 3,237,729 2,410,442 Investments 601,942 60,088 Other assets 568,092 448,260 Total assets $ 26,408,135 $ 17,957,031 Liabilities, redeemable noncontrolling interest and equity Current liabilities: Accounts payable $ 1,564,548 $ 1,570,426 Accrued expenses 606,600 444,938 Customer deposits 8,118,566 3,266,126 Securitization facility 1,823,000 1,323,000 Current portion of notes payable and lines of credit 1,522,530 1,446,974 Other current liabilities 661,433 656,417 Total current liabilities 14,296,677 8,707,881 Notes payable and other obligations, less current portion 6,656,157 5,226,106 Deferred income taxes 614,345 439,176 Other noncurrent liabilities 612,279 437,879 Total noncurrent liabilities 7,882,781 6,103,161 Commitments and contingencies (Note 15) Redeemable noncontrolling interest (Note 2) 302,000 — Stockholders’ equity: Common stock, $0.001 par value; 475,000,000 shares authorized; 132,186,610 shares issued and 68,362,289 shares outstanding at December 31, 2025 ; and 131,425,669 shares issued and 70,170,016 shares outstanding at December 31, 2024 132 131 Additional paid-in capital 3,970,077 3,811,131 Retained earnings 10,264,751 9,196,405 Accumulated other comprehensive loss (1,392,154) (1,713,996) Less treasury stock ( 63,824,321 shares and 61,255,653 shares at December 31, 2025 and 2024 , respectively) (8,958,942) (8,171,329) Total Corpay stockholders’ equity 3,883,864 3,122,342 Noncontrolling interest 42,813 23,647 Total equity 3,926,677 3,145,989 Total liabilities, redeemable noncontrolling interest and equity $ 26,408,135 $ 17,957,031 See accompanying notes. 64 Corpay, Inc. and Subsidiaries Consolidated Statements of Income (In Thousands, Except Per Share Amounts) Year Ended December 31, 2025 2024 2023 Revenues, net $ 4,528,403 $ 3,974,589 $ 3,757,719 Expenses: Processing 969,177 869,085 819,908 Selling 478,988 380,906 340,157 General and administrative 733,028 616,874 603,424 Depreciation and amortization 393,303 351,088 336,604 Goodwill impairment — 90,000 — Other operating, net 2,060 789 753 Gain on disposition, net (42,261) (121,310) — Operating income 1,994,108 1,787,157 1,656,873 Other expense (income), net 46,985 13,961 (16,739) Interest expense, net 403,848 383,043 348,607 Loss on extinguishment of debt 1,596 5,040 — Total other expense, net 452,429 402,044 331,868 Income before income taxes 1,541,679 1,385,113 1,325,005 Provision for income taxes 469,731 381,381 343,115 Net income 1,071,948 1,003,732 981,890 Less: Net income (loss) attributable to noncontrolling interests 2,122 (14) — Net income attributable to Corpay $ 1,069,826 $ 1,003,746 $ 981,890 Earnings per share: Basic earnings per share attributable to Corpay* $ 15.23 $ 14.27 $ 13.42 Diluted earnings per share attributable to Corpay* $ 15.03 $ 13.97 $ 13.20 Weighted average shares outstanding: Basic shares 70,137 70,331 73,155 Diluted shares 71,058 71,848 74,387 *For 2025, Basic and Diluted earnings per share amounts are determined under the two-class method See accompanying notes. 65 Corpay, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (In Thousands) Year Ended December 31, 2025 2024 2023 Net income $ 1,071,948 $ 1,003,732 $ 981,890 Other comprehensive income (loss): Foreign currency translation gains (losses), net of tax 459,563 (496,534) 140,089 Reclassification of accumulated foreign currency translation losses to net income as a result of the sale of a foreign entity (Note 19) — — 120,269 Net change in derivative contracts, net of tax (131,617) 65,861 (39,807) Total other comprehensive income (loss), net of tax 327,946 (430,673) 220,551 Total comprehensive income 1,399,894 573,059 1,202,441 Comprehensive income (loss) attributable to noncontrolling interests 7,707 (5,790) — Comprehensive income attributable to Corpay $ 1,392,187 $ 578,849 $ 1,202,441 See accompanying notes. 66 Corpay, Inc. and Subsidiaries Consolidated Statements of Equity (In Thousands) Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury stock Total Corpay Stockholders' Equity Noncontrolling Interest 1 Total Equity Balance at December 31, 2022 $ 128 $ 3,049,570 $ 7,210,769 $ (1,509,650) $ (6,209,324) $ 2,541,493 $ — $ 2,541,493 Net income — — 981,890 — — 981,890 — 981,890 Other comprehensive loss, net of tax — — — 220,551 — 220,551 — 220,551 Acquisition of common stock — (13,212) — — (678,191) (691,403) — (691,403) Stock-based compensation — 116,086 — — — 116,086 — 116,086 Issuance of common stock 1 113,741 — — — 113,742 — 113,742 Balance at December 31, 2023 129 3,266,185 8,192,659 (1,289,099) (6,887,515) 3,282,359 — 3,282,359 Net income — — 1,003,746 — — 1,003,746 (14) 1,003,732 Other comprehensive income, net of tax — — — (424,897) — (424,897) (5,776) (430,673) Acquisition of noncontrolling interest — — — — — — 29,437 29,437 Acquisition of common stock — — — — (1,283,814) (1,283,814) — (1,283,814) Stock-based compensation — 116,724 — — — 116,724 — 116,724 Issuance of common stock 2 428,222 — — — 428,224 — 428,224 Balance at December 31, 2024 131 3,811,131 9,196,405 (1,713,996) (8,171,329) 3,122,342 23,647 3,145,989 Net income — — 1,069,826 — — 1,069,826 1,602 1,071,428 Other comprehensive loss, net of tax — — — 321,842 — 321,842 6,104 327,946 Acquisition of common stock — — — — (787,613) (787,613) — (787,613) Stock-based compensation — 102,637 — — — 102,637 — 102,637 Issuance of common stock 1 67,769 — — — 67,770 — 67,770 Remeasurement to redemption value on redeemable non-controlling interest — — (1,480) — — (1,480) — (1,480) Change in controlling interest of investment, net — (11,460) — — — (11,460) 11,460 — Balance at December 31, 2025 $ 132 $ 3,970,077 $ 10,264,751 $ (1,392,154) $ (8,958,942) $ 3,883,864 $ 42,813 $ 3,926,677 1 Excludes redeemable noncontrolling interest of $302 million classified as mezzanine equity.
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See accompanying notes. 67 Corpay, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In Thousands) Year Ended December 31, 2025 2024 2023 Operating activities Net income $ 1,071,948 $ 1,003,732 $ 981,890 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 131,164 120,106 109,983 Stock-based compensation 102,637 116,724 116,086 Provision for credit losses on accounts and other receivables 122,642 103,133 125,152 Amortization of deferred financing costs and discounts 21,065 7,994 7,249 Amortization of intangible assets and premium on receivables 262,139 230,982 226,621 Deferred income taxes (27,904) (64,718) (46,678) Loss on extinguishment of debt 1,596 5,040 — Goodwill impairment — 90,000 — Gain on disposition of business (42,261) (121,310) (13,712) Other non-cash operating expense, net 19,296 1,028 637 Changes in operating assets and liabilities (net of acquisitions/disposition): Accounts and other receivables (499,184) (176,931) (210,261) Prepaid expenses and other current assets (101,037) 9,166 69,287 Derivative assets and liabilities, net (74,210) (15,414) (33,278) Other assets 13,010 (32,189) 54,180 Accounts payable, accrued expenses and customer deposits 499,000 663,222 713,976 Net cash provided by operating activities 1,499,901 1,940,565 2,101,132 Investing activities Acquisitions, net of cash acquired* 1,933,783 (821,924) (428,327) Purchases of property and equipment (200,756) (175,176) (153,822) Investment in equity method investment (578,446) — — Proceeds from disposition, net of cash 58,209 185,506 197,025 Other 14,572 4,117 4,401 Net cash provided by (used in) investing activities 1,227,362 (807,477) (380,723) Financing activities Proceeds from issuance of common stock 67,770 428,224 113,742 Repurchase of common stock (782,818) (1,287,998) (686,859) Proceeds from redeemable noncontrolling interest 300,000 — — Borrowings on securitization facility, net 500,000 16,000 20,000 Deferred financing costs (38,825) (8,493) (376) Proceeds from notes payable 1,650,000 825,000 — Principal payments on notes payable (197,140) (140,050) (94,000) Borrowings from revolver 12,134,000 9,989,000 8,734,960 Payments on revolver (12,071,000) (9,278,000) (9,118,960) Borrowing (payments) on swing line of credit, net 692 (140,713) 135,568 Other (928) 2,019 (2,286) Net cash provided by (used in) financing activities 1,561,751 404,989 (898,211) Effect of foreign currency exchange rates on cash 246,581 (223,267) 30,157 Net increase in cash and cash equivalents and restricted cash 4,535,595 1,314,810 852,355 Cash and cash equivalents and restricted cash, beginning of year 4,456,345 3,141,535 2,289,180 Cash and cash equivalents and restricted cash, end of year $ 8,991,940 $ 4,456,345 $ 3,141,535 Supplemental cash flow information Cash paid for interest $ 491,373 $ 496,098 $ 448,384 Cash paid for income taxes $ 510,733 $ 374,039 $ 408,340 * With the acquisition of Alpha, the purchase price included approximately $4 billion in cash and cash equivalents and restricted cash, for which there were corresponding customer deposit liabilities assumed.
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See accompanying notes. 68 Corpay, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2025 1. Description of Business Corpay is a global corporate payments company that helps businesses and consumers better manage and pay their expenses in a simple, controlled manner.
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Corpay provides a broad suite of payment and spend management solutions, including accounts payable automation and cross-border payment 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).
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Corpay’s vision is that every payment is digital, every purchase is controlled and every related decision is informed. The Company's wide range of modern, digitized solutions generally provides control, reporting and automation benefits superior to many of the payment methods businesses often use, such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes.
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The Company has the following reportable segments: Corporate Payments, Vehicle Payments, Lodging Payments and Other. The Company reports these segments to reflect how it organizes and manages its global employee base, manages operating performance and executes on strategic initiatives.
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The Company's Corporate Payments solutions simplify and automate vendor payments and includes accounts payable (AP) automation, virtual cards, cross-border payments and purchasing and travel and entertainment ("T&E") cards. The Company's Vehicle Payments solutions help control and monitor spending and include fuel card offerings, tolls and other complementary products.
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The Company's Lodging Payments solutions help businesses manage their lodging costs, while simplifying the management of hotels and housing, both short and longer-term, while also providing traveler and end customer support. The Company also provides other payments solutions, including Gift and Payroll Cards.
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The Company's solutions provide customers with control capabilities including customizable user-level controls, programmable alerts and detailed transaction reporting, among others. The Company's customers can use the data, controls and tools to combat employee misuse and fraud, streamline expense administration and potentially lower their operating costs. The Company utilizes both proprietary and third-party payment acceptance networks to deliver its solutions.
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In the Company's proprietary networks, which tend to be geographically distinct, transactions are processed on applications and operating systems owned and operated by the Company and only at select participating merchants with whom it has contracted directly for acceptance.
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Third-party networks are operated by independent parties and tend to be more broadly accepted, which is the primary benefit compared with the Company's proprietary networks. Mastercard and VISA are the Company's primary third- party network partners in North America and Europe, respectively.
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The Company actively markets and sells its solutions to current and prospective customers using a multi-channel, go-to-market strategy, which includes comprehensive digital channels, direct sales forces and strategic partner relationships. The Company sells stand-alone products and services and is currently deploying platforms where a single customer can use multiple products from one user interface.
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The Company competes with financial institutions that provide general purpose commercial card, accounts payable and cross-border payment products, as well as specialized providers offering more targeted solutions; and also with traditional payment methods such as cash, checks and manual processes.
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The Company supplements its organic growth strategy and sales efforts by pursuing attractive acquisition opportunities, which serve to strengthen and extend our market positions and create value faster. With a long, proven operating history, Corpay facilitates payments to or on behalf of millions of businesses around the world through multiple modalities. 2.
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Basis of Presentation and Summary of Significant Accounting Policie s Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods.
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Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes.
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Actual results may differ from those estimates. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Corpay, Inc. and all of its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. 69 The Company’s fiscal year ends on December 31 .
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In certain of the Company’s U.K. businesses, the Company records the operating results using a 4-4-5 week accounting cycle with the fiscal year ending on the Friday on or immediately preceding December 31. Fiscal years 2025 , 2024 and 2023 include 52 weeks for the businesses reporting using a 4-4-5 accounting cycle.
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Financial Instruments-Credit Losses The Company accounts for financial assets' expected credit losses in accordance with Accounting Standards Codification (ASC) 326, "Financial Instruments - Credit Losses". The Company’s financial assets subject to credit losses are primarily trade receivables.
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The Company utilizes a combination of aging and loss-rate methods to develop an estimate of current expected credit losses, depending on the nature and risk profile of the underlying asset pool, based on product, size of customer and historical losses.
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Expected credit losses are estimated based upon an assessment of risk characteristics, historical payment experience and the age of outstanding receivables, adjusted for forward-looking economic conditions. The allowances for remaining financial assets measured at amortized cost basis are evaluated based on underlying financial condition, credit history and current and forward-looking economic conditions.
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The estimation process for expected credit losses includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing of payment, contract terms and conditions, changes in specific customer risk profiles or mix of customers, geographic risk, economic trends and relevant environmental factors.
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The Company's provision for credit losses is recorded within processing expenses in the Consolidated Statements of Income. At both December 31, 2025 and 2024 , approximately 87% of outstanding accounts receivable were less than 30 days past due.
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Accounts receivable deemed uncollectible are removed from accounts receivable and the allowance for credit losses when internal collection efforts have been exhausted and accounts have been turned over to a third-party collection agency. Recoveries from the third-party collection agency are not significant.
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Business Combinations Business combinations completed by us have been accounted for under the acquisition method of accounting, which requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined as of the acquisition date. The excess of the purchase price over the fair values of the tangible and intangible assets acquired and liabilities assumed represents goodwill.
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Amounts assigned to goodwill are primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced reach of the combined organization and other synergies) and the assembled work force of the acquiree. The results of the acquired businesses are included in our results of operations beginning from the completion date of the transaction.
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The estimates the Company uses to determine the fair value of long-lived assets, such as intangible assets, can be complex and require significant judgments. The Company uses information available to us to make fair value determinations and engages independent valuation specialists, when necessary, to assist in the fair value determination of significant acquired long-lived and indefinite-lived assets.
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The estimated fair values of customer-related and contract-based intangible assets are generally determined using the income approach, which is based on projected cash flows discounted to their present value using discount rates that consider the timing and risk of the forecasted cash flows (excess earnings method).
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The discount rates used represent a risk-adjusted market participant weighted-average cost of capital, derived using customary market metrics. These measures of fair value also require considerable judgments about future events, including forecasted revenue growth rates, forecasted customer attrition rates and technology changes.
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Acquired technologies are generally valued using the replacement cost method, which requires us to estimate the costs to construct an asset of equivalent utility at prices available at the time of the valuation analysis, with adjustments in value for physical deterioration and functional and economic obsolescence. Trademarks and trade names are generally valued using the "relief-from-royalty" approach.
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This method assumes that trademarks and trade names have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires the Company to estimate the future revenues for the related brands, the appropriate royalty rate and the weighted-average cost of capital.
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This measure of fair value requires considerable judgment about the value a market participant would be willing to pay in order to achieve the benefits associated with the trade name.
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Non-compete arrangements are measured at fair value separately from the business combination using a cash flow method based on the Company's best estimate of the probability of competition and its business effect absent the non-compete arrangement.
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While the Company uses its best estimates and assumptions to determine the fair values of the assets acquired and the liabilities assumed, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed.
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Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the Company's Consolidated Statements of Income. The Company also estimates the useful lives of intangible assets to determine the period over which to recognize the amount of acquisition-related intangible assets as an expense. Certain assets may be considered to have indefinite useful lives.
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The Company periodically reviews the indefinite nature of these assets. The Company also periodically reviews the estimated useful lives assigned to its intangible assets to determine whether such estimated useful lives continue to be appropriate.
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Impairment of Long-Lived Assets, Goodwill, Intangibles and Investments The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of property and equipment and intangible assets with finite lives may not be recoverable.
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When factors indicate that these long- lived assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying amount of such long-lived assets will be recovered through the future undiscounted cash flows expected 70 from use of the asset and its eventual disposition.
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If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market prices or discounted cash flow analyses as applicable.
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The Company regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment and intangible assets with finite lives may warrant revision. The Company completes an impairment test of goodwill at least annually or more frequently if facts or circumstances indicate that goodwill might be impaired.
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Goodwill is tested for impairment at the reporting unit level. When the Company believes it is appropriate, the Company may elect to first perform the optional qualitative assessment for certain of its reporting units.
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Factors considered in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of our reporting units, events or changes affecting the composition or carrying amount of the net assets of our reporting units, sustained decrease in our share price and other relevant entity-specific events.
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If the Company elects to bypass the optional qualitative assessment or if it determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, a quantitative test would be required.

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