CORPAY, INC.

Corpay, INC.

FORM 10-K

For The Year Ended December 31, 2025

INDEX

Note About Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws.

Statements that are not historical facts, including statements about Corpay’s beliefs, assumptions, expectations and future

performance, are forward-looking statements. Forward-looking statements can be identified by the use of words such as

“anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project,” “expect,” “may,” “will,” “would,” “could” or “should,”

the negative of these terms or other comparable terminology and similar expressions.

These forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such

statements. We have based these forward-looking statements on preliminary information, internal estimates and management's

assumptions, expectations and plans about future conditions, events and results. Forward-looking statements are subject to

many uncertainties and other variable circumstances, including those discussed in this report in Item 1A, “Risk Factors,” and

Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” many of which are outside

of our control, that could cause our actual results and experience to differ materially from any forward-looking statement.

These forward-looking statements may not be realized due to a variety of factors, including, without limitation:

•risks related to our ability to successfully execute our strategic plan, manage our growth and achieve our performance

targets;

•the impact of macroeconomic conditions, including any recession or economic downturn that has occurred or may occur in

the future, and whether expected trends, including fluctuations in retail fuel prices and fuel price spreads, fuel transaction

patterns, electric vehicle adoption, retail lodging prices, foreign exchange rates and interest rates develop as anticipated,

and whether we are able to develop and implement successful strategies in light of these trends;

•our ability to attract new and retain existing partners, fuel merchants, and lodging providers, their promotion and support of

our products, and their financial performance;

•our ability to successfully manage the derivative financial instruments that we use in our cross-border solutions to manage

our exposure to various market risks, including changes in foreign exchange rates;

•the failure of management assumptions and estimates, as well as differences in, and changes to, economic, market, interest

rate, interchange fees, foreign exchange rates, and credit conditions, including changes in borrowers’ credit risks and

payment behaviors;

•the risk of higher borrowing costs and adverse financial market conditions impacting our funding and liquidity, and any

reduction in our credit ratings;

•our ability to successfully manage our credit risks and the sufficiency of our allowance for expected credit losses;

•our ability to securitize our trade receivables;

•the occurrence of fraudulent activity, data breaches or failures of information security controls, or other technology or

cybersecurity-related incidents that may compromise our systems or customers’ information;

•any disruptions in the operations of our computer systems and data centers;

•the operational and political risks and compliance and regulatory risks and costs associated with international operations;

•the impact of international conflicts, including between Russia and Ukraine, as well as within the Middle East, on the

global economy or our business and operations;

•the impact of changes in global tariff and trade policies and potential retaliatory actions by affected countries;

•our ability to develop and implement new technology, products and services;

•any alleged infringement of intellectual property rights of others and our ability to protect our intellectual property;

•the regulation, supervision and examination of our business by foreign and domestic governmental authorities, as well as

litigation and regulatory actions, including the lawsuit filed by the Federal Trade Commission (FTC);

•the impact of regulations and related requirements relating to privacy, information security and data protection; derivative

and hedging activities; use of third-party vendors and other third-party business relationships; and failure to comply with

anti-money laundering (AML) and anti-terrorism financing laws;

•changes in our senior management team and our ability to attract, motivate and retain qualified personnel consistent with

our strategic plan;

•tax legislation initiatives or challenges to our tax positions and/or interpretations, and state sales tax rules and regulations;

•the risks of mergers, acquisitions and divestitures, such as our recent acquisition of a partnership interest in AvidXchange

and the acquisition of Alpha, including, without limitation, the related time and costs of implementing such transactions,

integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or

expense savings from such transactions;

•our ability to remediate material weaknesses and the ongoing effectiveness of internal control over financial reporting; and

•the other factors and information in this Annual Report on Form 10-K and other filings that we make with the SEC under

the Exchange Act and Securities Act. See “Risk Factors” in this Annual Report on Form 10-K.

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. The

forward-looking statements included in this report are made only as of the date hereof. We do not undertake, and specifically

disclaim, any obligation to update any such statements or to publicly announce the results of any revisions to any of such

statements to reflect future events or developments.

PART I