CORPAY, INC.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
CPAY$455.16+1.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001628280-25-008746
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-27.
0001175454-26-000018
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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419 unchanged; 201 reworded; 163 added; 122 removed; 14 previous and 11 current paragraphs rearranged.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (163)
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simple, controlled manner. Corpay provides a broad suite of payment and spend management solutions, including accounts
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payable automation and cross-border payment solutions (including foreign exchange spot, forward and option transactions),
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commercial card programs (e.g., purchasing cards, business cards and virtual cards), vehicle payment solutions (e.g., fuel cards,
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toll payments and related services) and lodging payment solutions (e.g., hotel and extended stay bookings). This results in our
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customers saving time and ultimately spending less. Corpay has been a member of the S&P 500 since 2018 and trades on the
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New York Stock Exchange under the ticker CPAY.
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measures.
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net (in millions, except percentages):
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jurisdictions where permitted.
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(in millions, except percentages):
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performance indicator, and percentages)*:
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2 Corporate Payments revenue per spend dollar decreased over the prior year due to new payables and cross-border enterpriseclients.
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and revenue per transaction.
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the performance of Corpay.
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koruna, euro, Mexican peso and New Zealand dollar, relative to the U.S. dollar. Approximately 49% and 52% of our
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net.
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implementing similar legislation. As countries continue to enact and refine the Pillar 2 rules, we will evaluate the
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impact on our financial position.
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On July 4, 2025, the "One Big Beautiful Bill Act" (the "Act") was enacted in the U.S. The Act makes certain tax
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provisions from the 2017 Tax Cuts and Jobs Act permanent, introduces new tax provisions with varying effective
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dates, and rolls back certain incentives from the 2022 Inflation Reduction Act, among other provisions. We are in the
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process of evaluating the impact the Act could have on our financial position, results of operations and cash flows. All
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acquisition, we infused capital equal to the purchase price into Zapay, one of our less than wholly owned subsidiaries,
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in order for Zapay to complete the acquisition of Gringo. As a result of the capital infusion, our controlling interest in
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Zapay increased to approximately 86%. This transaction, which was accounted for separately from the business
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of acquisition.
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•In April 2025, we expanded our long-standing strategic partnership agreement with Mastercard to deliver an enhanced
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suite of corporate cross-border payment solutions. The transaction also includes an investment in our cross-border
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business with Mastercard acquiring a 2.3% interest for$300 million. The investment into our cross-border business
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closed on December 1, 2025. Mastercard has the right to sell, or put, its interest back to us for six months starting on
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August 1, 2027. If Mastercard does not exercise that right, we will have a reciprocal repurchase, or call, right for six
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months starting on May 1, 2028. In each case, the purchase price is the$300 million of invested capital, plus 8% per
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annum, compounded annually.
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•In May 2025, we formed a limited partnership with TPG that, through its wholly owned subsidiaries, entered
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into a definitive agreement to acquire AvidXchange Holdings, Inc (NASDAQ: AVDX) (“AvidXchange”).
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AvidXchange is a provider of AP automation solutions to lower middle market companies with a
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focus on several verticals including real estate, homeowners associations, financial institutions and media. The
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transaction was completed in October 2025.
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In October 2025, we invested approximately$578 million for approximately 35% of the equity in the limited
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partnership with TPG for an enterprise valuation of approximately$1.9 billion. The limited partnership utilized
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Effective March 25, 2024, FLEETCOR Technologies, Inc. changed its corporate name to Corpay, Inc. At that time, we ceased
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trading under the ticker symbol "FLT" and began trading under our new ticker symbol, "CPAY", on the New York Stock
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pay their expenses. Corpay's suite of modern payment solutions help customers better manage vehicle-related expenses (e.g.,
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fueling, tolls, car registration and parking), lodging expenses (e.g., hotel and extended stay bookings) and corporate payments
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(e.g., domestic and international accounts payable and point of sale purchases). This results in our customers saving time and
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ultimately spending less. Since its incorporation in 2000, Corpay has delivered payment and spend solutions with customized
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controls and robust capabilities that offer our customers a better way to pay.
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payments are faster and more secure than paper-based methods such as checks and provide timely and detailed data that can be
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utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement
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processes. Combining this payment data with analytical tools delivers insights, which managers can use to better run their
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as employee pay and reclaim processes.
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Russia Disposition
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We completed the sale of our Russia business on August 15, 2023. The sale included the entirety of our operations in Russia
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and resulted in a complete exit from the Russia market. We received total proceeds, net of cash disposed and net of a
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$5.6 million foreign exchange loss upon conversion of the ruble-denominated proceeds to U.S. dollars, of$197.0 million,
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reclassification of accumulated foreign currency translation losses, and the foreign exchange loss upon conversion of the ruble-
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denominated proceeds to U.S. dollars.
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Exclusive of the impact of disposition, our business in Russia accounted for approximately$62.0 million of ourincome before
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Adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, adjusted EBITDA and
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net (in millions):
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entering into offsetting contracts with established financial institution counterparties. Our performance obligation in our foreign
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exchange payment services is providing a foreign currency payment to a customer’s designated recipient and therefore, we
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recognize revenue on foreign exchange payment services when the underlying payment is made. We also generate float revenue
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(in millions):
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*Columns may not calculate due to rounding. Disclosure has been conformed in all periods to align with current
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presentation, which is based on the geographic location of the legal entity.
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performance indicator)*:
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koruna, euro, Mexican peso, New Zealand dollar and Russian ruble (for periods prior to the dispositionof our Russia
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business), relative to the U.S. dollar. Approxi mately 52% and 54% of our revenues in 2024 and 2023, respectively,
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•Interest rates—From January 1, 2023 to July 27, 2023, the U.S. Federal Open Market Committee increased the target
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federal funds rate four times for a total rate increase of 1.00%, and on September 18, 2024, November 7, 2024 and
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December 18, 2024, lowered the target federal funds rate by 0.50%, 0.25% and 0.25%, respectively. Additional rate
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implementing similar legislation. As of December 31, 2024, based on the countries in which we do business that have
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enacted legislation effective January 1, 2024, the impact of these rules to ourfinancial statements was not material.
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This may change as other countries enact similar legislation and further guidance is released. We are currently
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evaluating the impact of the enacted legislation effective January 1, 2025 to our financial statements and continue to
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closely monitor regulatory developments to assess potential impacts.
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Each of these acquisitions provide incremental geographic expansion of our productsand broaden our strategies within each of
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our business segments.
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registration and compliance payment company, for approximately$147.0 million, net of cash of approximately $22
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K for the year ended December 31,2023.
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K for the year ended December 31,2024.
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Exchange (NYSE). Corpay is a global corporate payments company that helps businesses and consumers better manage and
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Corpay is a global corporate payments company that helps businesses and consumers better manage and pay their expenses in a
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Businesses spend an estimated$145 trillion each year in transactions with other businesses. In many instances, businesses lack
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We estimate that businesses spend approximately$145 trillion annually in transactions with other businesses. In many
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the proper tools to monitor what is being purchased and employ manual, paper-based, disparate processes and methods to both
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instances, businesses lack the proper tools to monitor what is being purchased and employ manual, paper-based, disparate
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approve and make payments for their business-to-business purchases. This often results in wasted time and money due to
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processes and methods to both approve and make payments for their business-to-business purchases. This often results in
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unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement
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wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation,
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processing, account reconciliations, employee disciplinary actions and more.
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report generation, reimbursement processing, account reconciliations, employee disciplinary actions and more.
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Corpay’s vision is that every payment is digital, every purchase is controlled and every related decision is informed. Digital
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Corpay’s vision is that every payment is digital, every purchase is controlled and every related decision is informed. Our wide
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businesses. Our wide range of modern, digitized solutions generally provides control, reporting and automation benefits
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range of modern, digitized solutions provide control, reporting and automation benefits superior to many of the payment
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superior to many of the payment methods businesses often use such as cash, paper checks, general purpose credit cards, as well
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methods businesses often use such as cash, paper checks, general purpose credit cards, as well as employee payment processes.
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Adjusted Net Income Attributable to Corpay, Adjusted Net Income Per Diluted Share Attributable to Corpay, Adjusted
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Adjusted Net Income Attributable to Corpay, Adjusted Net Income Per Diluted Share Attributable to Corpay, EBITDA,
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EBITDA and Adjusted EBITDA margin. Set forth below areadjusted net income attributable to Corpay, adjusted net income
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Adjusted EBITDA and Adjusted EBITDA margin. Set forth below are adjusted net income attributable to Corpay, adjusted net
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per diluted share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin for the years ended
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income per diluted share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin for the years ended
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adjusted EBITDA margin are supplemental non-GAAP financial measures of operating performance. See the heading entitled
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EBITDA and adjusted EBITDA margin are supplemental non-GAAP financial measures of operating performance. See the
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“Management’s Use of Non-GAAP Financial Measures” for more information and a reconciliation of the non-GAAP financial
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heading entitled “Management’s Use of Non-GAAP Financial Measures” for more information and a reconciliation of the non-
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measure to the most directly comparable financial measure calculated in accordance with U.S. generally accepted accounting
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GAAP financial measure to the most directly comparable financial measure calculated in accordance with U.S. generally
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principles, or GAAP. We use adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to
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accepted accounting principles, or GAAP. We use adjusted net income attributable to Corpay, adjusted net income per diluted
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Corpay, adjusted EBITDA and adjusted EBITDA margin to eliminate the effect of items that we do not consider indicative of
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share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin to eliminate the effect of items that we
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our core operating performance on a consistent basis. These non-GAAP measures are presented solely to permit investors to
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do not consider indicative of our core operating performance on a consistent basis. These non-GAAP measures are presented
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more fully understand how our management assesses underlying performance and are not, and should not be viewed as, a
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solely to permit investors to more fully understand how our management assesses underlying performance and are not, and
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substitute for GAAP measures and should be viewed in conjunction with our GAAP financial measures.
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should not be viewed as, a substitute for GAAP measures and should be viewed in conjunction with our GAAP financial
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three geographies, with approximately 81% of our business in the U.S., Brazil and the U.K. Our customers may include
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three geographies, with approximately 79% of our business in the U.S., Brazil and the U.K. Our customers may include
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manage and report our operating results through the following three reportable segments: Vehicle Payments, Corporate
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manage and report our operating results through the following three reportable segments: Corporate Payments, Vehicle
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Payments and Lodging Payments. The remaining results are included within Other, which includes our Giftand Payroll Card
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Payments and Lodging Payments. The remaining results are included within Other, which includes our Gift and Payroll Card
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rate we set for the customer and the rate available in the wholesale foreign exchange market. In our cross-border payments
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rate we set for the customer and the rate available in the wholesale foreign exchange market. In our cross-border business, our
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business, the majority of revenue is from exchanges of currency at spot rates, which enables customers to make cross-currency
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revenue is from exchanges of currency at spot rates, which enables customers to make cross-currency payments. Our cross-
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payments. Our cross-border payments business also derives revenue from our risk management business, which aggregates
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border business also derives revenue from our risk management business, which aggregates foreign currency exposures arising
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foreign currency exposures arising from customer contracts and economically hedges the resulting net currency risks by
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from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with
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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. The calculated change represents organic growth rate.
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1 See heading entitled "Management's Use of Non-GAAP Financial Measures" for a reconciliation of pro forma and macro adjusted revenue by product and metric non-GAAP measures to the comparable financial measure calculated in accordance with GAAP. The calculated change represents organic growth rate.
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3 Represents total tag subscription transactions in the year. Average monthly tag subscriptions for 2024 is 7.2 million.
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3 Represents total tag subscription transactions in the period. Average monthly tag subscriptions for 2025 was 7.7 million.
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1 Other includes Gift and Payroll Card operating segments.
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4 Other includes Gift and Payroll Card operating segments
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provide to a customer increases or decreases, as macroeconomic factors change and as adjustments are made to merchant and
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provide to a customer increases or decreases, as mix of customer size shifts, as macroeconomic factors change and as
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customer rates. See “Results of Operations” for further discussion of transaction volumes and revenue per transaction.
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adjustments are made to merchant and customer rates. See “Results of Operations” for further discussion of transaction volumes
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adjusted to include or remove the impact of acquisitions and/or divestitures and non-recurring items that have occurred
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adjusted to include or remove the impact of acquisitions and/or divestitures, inclusive of changes in operational and capital
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subsequent to that period. See the heading entitled “Management’s Use of Non-GAAP Financial Measures” for more
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structure, and non-recurring items that have occurred subsequent to that period. See the heading entitled “Management’s Use of
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information and a reconciliation of the non-GAAP financial measure to the most directly comparable financial measure
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Non-GAAP Financial Measures” for more information and a reconciliation of the non-GAAP financial measure to the most
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calculated in accordance with GAAP. We believe that organic revenue growth on a macro-neutral and consistent acquisition/
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directly comparable financial measure calculated in accordance with GAAP. We believe that organic revenue growth on a
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divestiture/non-recurring item basis is useful to investors for understanding the performance of Corpay.
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macro-neutral, one-time and consistent acquisition/divestiture/non-recurring item basis is useful to investors for understanding
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were derived in U.S. dollars and were not affected by foreign currency exchange rates. See “Results of Operations” for
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revenues in 2025 and 2024, respectively, were derived in U.S. dollars and were not affected by foreign currency
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information related to foreign currency impact on our total revenues, net.
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exchange rates. See “Results of Operations” for information related to foreign currency impact on our total revenues,
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Adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, EBITDA, adjusted
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established financial institution counterparties. We also generate float revenue earned on invested customer funds in
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sales volume, and approximately$39 million of expenses related to acquisitions completed in 2024 and 2025.
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approximately$41 million of expenses related to acquisitions completed in 2024 and 2025.
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disposal of our merchant solutions business. During 2024, we recognized a net gain of $121.3 million related to the December
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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
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per annum ranging from 0.25% to 0.30% of the daily unused portion of the credit facility based on a leverage ratio.
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unused facility fee by 5 bps for two of the purchasers.
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shares totaling$1.3 billion in 2024 and 2,597,954 common shares totaling$0.7 billion in 2023.
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provided by financing activities in our Consolidated Statements of Cash Flows.
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and adjusted EBITDA as a percentage of revenue.
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which have been recorded within investing activities in the accompanying Consolidated Statements of Cash Flows for the year
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ended December 31, 2023. In connection with the sale, we recorded a net gain on disposal of$13.7 million during the year
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ended December 31, 2023, which represents the proceeds received less the derecognition of the related net assets, the
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income taxes for the year ended December 31,2023.
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earned on invested customer funds in jurisdictions where permitted.
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•In February 2025, we signed a definitive agreement to acquire 100% of Gringo, a leading Brazil-based vehicle
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reported in our Vehicle Payments segment.
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from our Russian business were previously included in our Vehicle Payments segment.
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Japanese yen, at the Toyko Interbank Offer Rate (TIBOR) plus a margin based on a leverage ratio (as defined in the
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the daily unused portion of the credit facility.
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obligation denominated in CAD and partially offset the impact of changes in currency rates on our CAD-denominated net
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investments. These contracts also create a positive interest differential on the U.S. dollar-denominated portion of the swap,
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2024, the Board authorized an increase to the aggregate size of the Program by $1.0 billion to $8.1 billion, and on November 4,
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deal related termination expense. EBITDA and adjusted EBITDA margin are defined as EBITDA and adjusted EBITDA as a