CORPAY, INC.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
View on SEC.govAbout this filing
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$457.97+0.6%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001628280-25-008746
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-27.
0001175454-26-000018
Item 1A. Risk FactorsThe 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.
Compared 772 previous paragraphs and 776 current paragraphs.
512 unchanged; 163 reworded; 91 added; 88 removed; 9 previous and 10 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (91)
Current report
parties, including disruptions, system outages, technology failures or vulnerabilities, capacity constraints, insolvency, or other
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cybersecurity incidents could disrupt our services and extend recovery times beyond our control. Our business involves
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delays or failure, financial losses, contractual penalties, regulatory scrutiny and damage to our reputation. In addition, evolving
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regulatory frameworks focused on operational resilience and incident reporting may increase our obligations and potential
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telecommunications failure, computer viruses, ransomware or other cybersecurity incidents, technology failures, software or
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successful in limiting our liability or covering all losses.
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We also operate in an evolving regulatory environment for cybersecurity and data privacy. New or expanded disclosure or
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notification obligations could increase our compliance costs and exposure to enforcement or litigation following an incident.
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Similarly, if new technologies are developed that displace our offerings for use by businesses, we may be unsuccessful in
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Artificial intelligence technologies, including machine learning and generative AI, are being rapidly adopted across the
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payments and enterprise software industries to improve automation, analytics, fraud detection, customer support and decision-
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making. Our competitors, customers and partners may increasingly expect AI-enabled functionality and efficiencies in the
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solutions they purchase and use. If we do not identify, develop, license, acquire and integrate AI technologies into our products
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and operations on a timely basis, or if we are unable to obtain the data, computing resources or specialized personnel needed to
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do so cost-effectively, our products and services may become less competitive, we may experience slower growth, reduced
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transaction volumes, loss of customers or partners, and pressure on margins. In addition, AI-enabled products offered by
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competitors or third parties could disintermediate aspects of our offerings or reduce demand for certain of our solutions.
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interoperability challenges, and any failure to deliver effective and secure products or services, or any performance issue that
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associated with any development effort, including cost overruns, delays in delivery and performance problems. Additionally,
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we may be unable to attract, develop and retain personnel with the skills necessary to execute our strategy in key locations and
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Moreover, certain Corporate Payments competitors are able to operationalize and scale certain decentralized payment
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Adverse effects on demand for our business-related products and services, from unfavorable macroeconomic conditions,
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recurring government shutdowns, regional or domestic hostilities, and economic sanctions and export controls (including
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tariffs), as well as the prospect or occurrence of more widespread conflicts, rising energy prices, a slowdown of global trade,
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business-related products, including fuel, lodging and payment services.
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and subsequent physical disruptions to supply chains.
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energy-transition dynamics and policies affecting fossil fuel demand, may adversely affect the volume of transactions or
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change and/or fail to increase their use of our offerings as a payment mechanism for their transactions.
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we are unable to timely transfer or access funds, securities or collateral. In the event of default on obligations by, or the failure
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repatriation restrictions, shifting import and export regimes, evolving local payments regulations and heightened enforcement
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restrictions on our ability to price our products and services, including caps on late fees and finance charges, network fee
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changes or requirements to modify billing, disclosure or dispute practices, could materially and adversely affect our revenue.
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Removed paragraphs (88)
Previous report
Other than an unauthorized access incident during the second quarter of 2018, previously disclosed in 2018, we are not aware of
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new technologies are developed that displace our traditional payment card as payment mechanisms for purchase transactions by
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Adverse effects on payment card transaction volume and other aspects of our business and operations, from unfavorable
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hostilities, economic sanctions (including tariffs) and the prospect or occurrence or more widespread conflicts, rising energy
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impact on the demand for fuel, business-related products and services, or payment card services in general. A substantial
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portion of our revenue is based on the volume of payment card transactions by our customers. Accordingly, our operating
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results could be adversely impacted by such events or trends that negatively impact the demand for fuel, business-related
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products and services, or payment card services in general.
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For example, our transaction volume is generally correlated with general economic conditions and levels of spending,
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particularly in the U.S., Canada, the United Kingdom, Europe, Latin America, Australia and New Zealand and the related
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amount of business activity in economies in which we operate. Downturns in these economies are generally characterized by
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reduced commercial activity and, consequently, reduced purchasing of fuel and other business-related products and services by
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greenhouse gas emissions and climate change issues may adversely affect the volume of transactions or business operations of
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of, credit, debit, ACH, virtual cards or stored value cards as a payment mechanism for their transactions. Similarly, our
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transaction volumes could be impacted by adverse developments in the payments industry, such as new legislation or regulation
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that makes it more difficult for customers to do business, or a well-publicized data security breach that undermines the
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confidence of the public in electronic payment systems.
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crises, could affect other aspects of our business. For example, because we derive a portion of our revenues from travel-related
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spending, our business is sensitive to safety concerns related to travel and, limitations on travel and mobility and health-related
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risks, and such adverse factors could impact the amount spent on lodging solutions or other business expenses. While our
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functioning of financial and capital markets, which could have a negative impact on our ability to access capital in the future.
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our infrastructure, technology systems or networks needed to support our operations.
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products and services could materially and adversely affect our revenue.
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Future mergers or consolidations among competitors, or acquisitions of our competitors by large companies may present
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competitive challenges to our business if their fuel card products and services are effectively integrated and bundled into lower
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cost sales packages with other widely utilized non-fuel card related products and services.
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The success and growth of our solutions depend on the wide acceptability of such cards when our customers need to use them.
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Our Vehicle Payments and Corporate Payments solutions depend on relationships with banks and other financial
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institutions around the world, which may impose fees, restrictions and compliance burdens on us that make our operations
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There is increased focus, including from governmental organizations, investors, employees and clients, on ESG issues such as
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perception, adverse publicity or negative comments in social media could damage our reputation if we do not, or are not
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investors on corporate governance and related matters have developed ratings processes for evaluating companies on their
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approach to ESG matters, and unfavorable ratings of our company or our industries may lead to negative investor sentiment and
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goodwill and other intangible assets, may include substantial contingent consideration payments or other compensation that
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Reworded paragraphs (163)
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operation of our data centers and call centers as well as third-party labor and services providers. Our business involves
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operation of our data centers and call centers as well as third-party labor and services providers. Incidents affecting these third
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carrier redundancy, embargoes and regulation can adversely impact our information processing by, or for, our local
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carrier redundancy, embargoes and regulations can adversely impact our information processing by, or for, our local
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delays in fully activating backup facilities depending on the nature of the breakdown, security breach or catastrophic event
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delays in fully activating backup facilities depending on the nature of the breakdown, security breach, cyberattack or
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(such as fire, explosion, flood, pandemic, natural disaster, power loss, telecommunications failure or physical break-in).
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catastrophic event (such as fire, explosion, flood, pandemic, natural disaster, power loss, telecommunications failure or physical
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Although, we have controls and documented measures to mitigate these risks, these mitigating controls might not reduce the
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break-in). Although, we have controls and documented measures to mitigate these risks, these mitigating controls might not
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duration, scope or severity of an outage in time to avoid adverse effects.
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reduce the duration, scope or severity of an outage in time to avoid adverse effects. Disruptions could result in transaction
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We may experience software defects, system errors, computer viruses and development delays, which could damage
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We may experience cybersecurity incidents, software defects, system errors, outages and development delays, which could
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customer relationships, decrease our profitability and expose us to liability.
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damage customer relationships, decrease our profitability and expose us to liability.
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Our business depends heavily on the reliability of proprietary and third-party processing systems. A system outage could
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Our business depends heavily on the reliability, availability and security of proprietary and third-party processing systems and
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business, financial condition and results of operations.
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cloud infrastructure. A system outage could adversely affect our business, financial condition or results of operations, including
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to third-party liability. To successfully operate our business, we must be able to protect our processing and other systems from
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by damaging our reputation or exposing us to third-party liability. To successfully operate our business, we must be able to
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interruption, including from events that may be beyond our control. Events that could cause system interruptions include, but
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protect our processing and other systems from interruption, including from events that may be beyond our control. Events that
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are not limited to, fire, natural disaster, unauthorized entry, power loss, telecommunications failure, computer viruses, terrorist
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could cause system interruptions include, but are not limited to, fire, natural disaster, unauthorized entry, power loss,
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acts and war. Although we have taken steps to protect against data loss and system failures, there is still risk that we may lose
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other vulnerabilities, terrorist acts and war. Although we have taken steps to protect against data loss and system failures, there
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is still risk that we may lose critical data or experience system failures, and that our controls may not be effective in all
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claims. In addition, we rely on technologies supplied to us by third parties that may also contain undetected errors, viruses or
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claims. In addition, we rely on technologies supplied to us by third parties that may also contain undetected errors,
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defects that could adversely affect our business, financial condition or results of operations. Although we attempt to limit our
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vulnerabilities or defects that could adversely affect our business, financial condition or results of operations. Although we
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potential liability for warranty claims through disclaimers in our software documentation and limitation of liability provisions in
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attempt to limit our potential liability for warranty claims through disclaimers in our software documentation and limitation of
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our licenses and other agreements with our customers, we cannot assure that these measures will be successful in limiting our
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liability provisions in our licenses and other agreements with our customers, we cannot assure that these measures will be
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We may not be able to adequately protect our systems or the data we collect from continually evolving cybersecurity risks or
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We may not be able to adequately protect our systems or the data we collect from continually evolving cybersecurity and
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other technological risks, which could subject us to liability and damage our reputation.
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data-protection risks, which could subject us to liability and damage our reputation.
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any material breach of our or our associated third parties’ computer systems, although we and others in our industry are
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We are not aware of any recent material breach of our or our associated third parties’ computer systems, although we and others
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regularly the subject of attempts by bad actors to gain unauthorized access to these computer systems and data or to obtain,
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in our industry are regularly the subject of attempts by bad actors to gain unauthorized access to these computer systems and
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change or destroy confidential data (including personal consumer information of individuals) through a variety of means.
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data or to obtain, change or destroy confidential data (including personal consumer information of individuals) through a
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artificial intelligence, we may be unable to anticipate these techniques or to implement adequate preventative measures. An
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artificial intelligence and other technologies, we may be unable to anticipate these techniques or to implement adequate
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incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a
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preventative measures. An incident may not be detected until well after it occurs and the severity and potential impact may not
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substantial period of time after it has been discovered. Our ability to address incidents may also depend on the timing and
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be fully known for a substantial period of time after it has been discovered. Our ability to address incidents may also depend on
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nature of assistance that may be provided from relevant governmental or law enforcement agencies. Threats to our systems and
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the timing and nature of assistance that may be provided from relevant governmental or law enforcement agencies. Threats to
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our associated third parties’ systems can derive from human error, fraud or malice on the part of employees or third parties, or
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our systems and our associated third parties’ systems can derive from human error, fraud or malice on the part of employees or
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may result from accidental technological failure. Computer viruses can be distributed and could infiltrate our systems or those
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third parties, or may result from accidental technological failure. Computer viruses can be distributed and could infiltrate our
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of our associated third parties. In addition, denial of service or other attacks could be launched against us for a variety of
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systems or those of our associated third parties. In addition, denial of service or other attacks could be launched against us for a
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purposes, including to interfere with our services or create a diversion for other malicious activities. Although we believe we
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variety of purposes, including to interfere with our services or create a diversion for other malicious activities. Although we
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have sufficient controls in place to prevent disruption and misappropriation and to respond to such attacks, any inability to
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believe we have sufficient controls in place to prevent disruption and misappropriation and to respond to such attacks, any
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prevent security breaches could have a negative impact on our reputation, expose us to liability, decrease market acceptance of
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inability to prevent security breaches could have a negative impact on our reputation, expose us to liability, decrease market
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electronic transactions and cause our present and potential clients to choose another service provider.
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acceptance of electronic transactions and cause our present and potential clients to choose another service provider.
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regulations and rulings relevant to the direct email marketing and text-messaging industries. While we believe we are in
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regulations and rulings relevant to the direct email marketing and text-messaging industries. If we were ever found to be in
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operating results and cash flows could be materially adversely affected. We cannot provide assurance that the contractual
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violation, our business, financial condition, operating results and cash flows could be materially adversely affected. We cannot
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requirements related to security and privacy that we impose on our service providers who have access to customer and
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provide assurance that the contractual requirements related to security and privacy that we impose on our service providers who
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consumer data will be followed or will be adequate to prevent the unauthorized use or disclosure of data. In addition, we have
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have access to customer and consumer data will be followed or will be adequate to prevent the unauthorized use or disclosure
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agreed in certain agreements to take certain protective measures to ensure the confidentiality of customer data. The costs of
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of data. In addition, we have agreed in certain agreements to take certain protective measures to ensure the confidentiality of
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economy, could have a negative effect on our business, results of operations and infrastructure, including our technology and
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services or customer onboarding and screening processes. Our efforts to comply with changes may be costly and time
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operations in other countries will produce desired levels of revenue or profitability.
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and at times exclusive, nature of these relationships, we often must participate in a competitive bidding process to establish or
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continue the relationships. Such bidding processes may focus on a limited number of factors, including pricing, which may
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to provide such services to the affected customers.
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financial return to offset acquisition costs.
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could materially adversely affect our business, financial condition and results of operations.
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interpretation or enforcement of regulations, as well as increased penalties and enforcement actions related to non-compliance,
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material adverse effect on our business, financial condition and results of operations.
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adversely affect our business, financial condition or results of operations, including by damaging our reputation or exposing us
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compliance with the relevant laws and regulations, if we were ever found to be in violation, our business, financial condition,
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Further, adverse macroeconomic conditions and resulting trends, weather conditions, natural catastrophes or public health
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including the frequency and severity of weather-related events. Such factors and conditions may also impact the proper
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results of operations and financial condition.
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arrangements to increase the acceptability of our payment solutions. These relationships vary in length and may be renegotiated
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must participate in a competitive bidding process to establish or continue the relationships. Such bidding processes may focus
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providing Mastercard payment processing services. If we are unable to find a replacement financial institution to provide
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manner in which we currently conduct some aspects of our business.