Corpay, Inc.

Company Overview

Business Model: Corpay, Inc. is a global corporate payments company that provides a broad suite of payment and spend management solutions to businesses and consumers. These solutions include accounts payable (AP) automation, cross-border payment solutions (foreign exchange spot, forward, and option transactions), commercial card programs (purchasing, business, and virtual cards), vehicle payment solutions (fuel cards, toll payments, and related services), and lodging payment solutions (hotel and extended stay bookings). The company's vision is to digitize payments, control purchases, and inform related decisions, aiming to save customers time and reduce spending. Corpay's business model is characterized by recurring, volume-driven revenue, specialized technology platforms, proprietary payment acceptance networks, attractive EBITDA margins, and strong cash flow conversion.

Market Position: Corpay, Inc. has been a member of the S&P 500 since 2018 and holds strong market positions across four continents. The company estimates that businesses spend approximately $145 trillion annually in transactions with other businesses, a market where Corpay's digital solutions offer superior control, reporting, and automation compared to traditional methods. Key competitive advantages include global scale, a compounding growth model driven by revenue retention and new customer acquisition, proprietary networks enabling unique data capture and advantageous economics, scalable technology with in-house development, and diversification across solutions and geographies.

Recent Strategic Developments:

• 2025 Acquisitions & Investments:
  • Acquired 100% of Gringo, a Brazil-based vehicle registration and compliance payment company, for approximately $153.7 million (net of cash). This increased Corpay's controlling interest in Zapay to approximately 86%.
  • Expanded strategic partnership with Mastercard, including Mastercard acquiring a 2.3% interest in Corpay's cross-border business for $300 million.
  • Formed a limited partnership with TPG to acquire AvidXchange Holdings, Inc., a provider of AP automation solutions. Corpay invested approximately $578 million for approximately 35% of the equity in the limited partnership, which utilized approximately $450 million of debt financing.
  • Acquired 100% of Alpha Group International plc, a provider of B2B cross-border foreign exchange solutions in the U.K. and Europe, for approximately £1.8 billion, or $2.4 billion.
• 2025 Dispositions:
  • Divested the BP private label fuel card portfolio for approximately $60 million.
• 2024 Acquisitions & Dispositions:
  • Acquired 70% of Zapay, a Brazil-based digital consumer mobility solution, for approximately $59.5 million (net of cash).
  • Acquired 100% of Paymerang, a U.S.-based leader in AP automation solutions, for approximately $179.2 million (net of cash).
  • Acquired 100% of GPS Capital Markets, LLC, a provider of B2B cross-border and treasury management solutions, for approximately $577.1 million (net of cash).
  • Disposed of the merchant solutions business for $185.5 million (net of cash).
  • Completed other asset acquisitions for approximately $6.7 million.
• Subsequent Event (2026): Signed a definitive agreement to sell PayByPhone, a mobile parking payments business, for $450 million, expected to close in the first half of 2026.

Geographic Footprint: Corpay, Inc. provides services to customers in more than 200 countries across North America, South America, Europe, Africa, and Asia. The primary operational regions and revenue distribution for 2025 are:

• United States: 49% of total revenue ($2,204.6 million)
• Brazil: 16% of total revenue ($713.3 million)
• United Kingdom: 14% of total revenue ($642.3 million)
• Other International: 21% of total revenue ($968.2 million)

Financial Performance

Revenue Analysis

Profitability Metrics:

• Operating Margin: 44.0% (2025)
• Net Margin: 23.6% (2025)

Investment in Growth:

• R&D Expenditure (Capitalized Software Costs): $174.3 million (2025)
• Capital Expenditures: $200.8 million (2025)
• Strategic Investments:
  • Gringo acquisition: ~$153.7 million (net of cash)
  • AvidXchange Holdings, Inc. equity investment: ~$578 million
  • Alpha Group International plc acquisition: ~$2.4 billion
  • Mastercard investment in cross-border business: $300 million

Business Segment Analysis

Corporate Payments

Financial Performance:

• Revenue: $1,635.1 million (+33.8% YoY)
• Operating Income: $639.8 million (+28.4% YoY)
• Operating Margin: 39.1%
• Key Growth Drivers: Organic revenue growth of 17%, driven by 31% growth in spend volume, strong new sales in payables and cross-border solutions, and approximately $169 million in revenue from acquisitions (Paymerang, GPS Capital Markets, LLC, Alpha Group International plc). Revenue per spend dollar decreased due to the impact of new cross-border enterprise clients.

Product Portfolio:

• AP automation, virtual cards, cross-border payments (foreign exchange spot, forward, and option transactions, hedging, multi-currency bank accounts), purchasing cards, and travel & entertainment (T&E) cards.
• Spend management platform with integrated expense management and AI-enabled analytics.

Market Dynamics:

• Solutions streamline domestic and international invoice management and employee point-of-sale purchases.
• Competes with banks (general purpose commercial cards, AP, cross-border) and specialized providers (e.g., American Express, Coupa).

Vehicle Payments

Financial Performance:

• Revenue: $2,138.7 million (+6.5% YoY)
• Operating Income: $1,074.7 million (-0.2% YoY)
• Operating Margin: 50.3%
• Key Growth Drivers: Organic growth of 9% driven by 7% growth in transaction volumes and new sales. Acquisitions contributed approximately $26 million in revenue. These increases were partially offset by the disposition of the merchant solutions business (lowered revenues by ~$34 million) and a negative macroeconomic impact of approximately $42 million (unfavorable fuel price spreads, foreign exchange rates, and fuel prices).

Product Portfolio:

• Fuel: Fuel cards for fossil fuels and electricity, online control, reporting, tracking, and price savings. EV home-charging software solution. Program management services for major oil companies, leasing companies, and fuel marketers.
• Tolls & Parking: Electronic toll payments (Sem PararTM network in Brazil), RFID tags for vehicle-related purchases, Sem Parar super app for vehicle features.
• Vehicle Compliance: Mobile apps in Brazil for vehicle taxes, registration, parking, and fines.
• Auto Insurance and Road Assistance: Services offered in partnership with major insurance companies.
• Fleet Maintenance: SaaS-based vehicle management solution for maintenance, service, and repair (primarily U.K., Europe, Australia). Tire repair and management services.
• Benefits: Prepaid food and transportation vouchers/cards in Mexico and Brazil.

Market Dynamics:

• Solutions provide control and visibility for vehicle-related expenses for businesses and seamless digital experiences for consumers.
• Subject to seasonal fluctuations in Q1 and Q4 due to weather, U.S. holidays, and Brazil's summer break/Carnival.
• Competes with WEX, U.S. Bank Voyager Fleet Systems, Edenred, Sodexo, Alelo, Radius Payment Solutions, DKV, ConectCar, Veloe, Repom, ParkMobile, ParkHub, Parking BOXX, and FLASH.

Lodging Payments

Financial Performance:

• Revenue: $469.5 million (-3.9% YoY)
• Operating Income: $194.7 million (-12.8% YoY)
• Operating Margin: 41.5%
• Key Growth Drivers: Decrease primarily due to a decline in workforce room night volume, attributed to lower emergency activity.

Product Portfolio:

• Workforce lodging solutions (short and long-duration stays, project-based travelers).
• Airline solutions (crew layover automation, disruption management for stranded passengers).
• Insurance solutions (temporary housing for displaced residential policyholders).

Market Dynamics:

• Serves businesses in North America and the U.K., airlines globally, and North American residential property insurance policyholders.
• Leverages proprietary and third-party networks to negotiate discounted hotel rates.
• Competes with traditional travel management companies (e.g., American Express Global Business Travel) and in-house travel solutions.

Other

Financial Performance:

• Revenue: $285.1 million (+11.7% YoY)
• Operating Income: $84.9 million (vs. operating loss of $11.5 million in prior year)
• Operating Margin: 29.8%
• Key Growth Drivers: Strong transaction volume and revenue per transaction growth in the gift card business. The prior year's operating loss was driven by a $90 million goodwill impairment.

Product Portfolio:

• Gift: Fully integrated gift card program management and processing services for retailers in 66 countries (plastic and digital).
• Payroll Card: Reloadable stored value card solution in North America, operating on the Mastercard and Allpoint ATM networks.

Market Dynamics:

• Gift solutions are subject to seasonal fluctuations, with strongest revenues in Q3 and Q4 due to the Christmas holiday season.
• Competes with Fiserv and other special-purpose card issuers and payroll companies.

Capital Allocation Strategy

Shareholder Returns:

• Share Repurchases: $0.8 billion (2,568,667 shares) in 2025; $1.3 billion (4,211,818 shares) in 2024.
• Dividend Payments: Corpay, Inc. has never declared or paid any dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future.
• Future Capital Return Commitments: As of December 31, 2025, $1.5 billion of remaining authorization is available under the stock repurchase program, which is authorized until December 31, 2026.

Balance Sheet Position:

• Cash and Equivalents: $2.41 billion (2025)
• Total Debt: $10.00 billion (2025)
• Net Cash Position: -$7.59 billion (2025)
• Debt Maturity Profile:
  • 2026: $1.53 billion
  • 2027: $2.80 billion
  • 2028: $3.01 billion
  • 2029: $9.0 million
  • 2030: $9.0 million
  • Thereafter: $855.0 million

Cash Flow Generation:

• Operating Cash Flow: $1.50 billion (2025)
• Free Cash Flow: $1.30 billion (Operating Cash Flow of $1.50 billion - Capital Expenditures of $200.8 million)
• Cash Conversion Metrics: Not explicitly detailed in the filing.

Operational Excellence

Production & Service Model: Corpay, Inc. delivers payment and spend solutions with customized controls and robust capabilities. The company's digital-enabled solutions provide customers with significant control capabilities such as customizable user-level controls, programmable alerts, and detailed transaction reporting. This allows customers to combat employee misuse and fraud, streamline expense administration, and potentially lower operating costs. The company utilizes both proprietary and third-party payment acceptance networks. Proprietary networks, which are geographically distinct, process transactions on company-owned applications and operating systems at contracted merchants, offering better economics and richer data. Third-party networks (e.g., Mastercard, VISA) offer broader acceptance.

Supply Chain Architecture: Corpay, Inc. facilitates trade settlement and payment delivery through a global network of correspondent banks, in-country payment gateways, and technology providers, enabling payments to recipients in close to 200 countries and 145 currencies. The company also uses its own proprietary network, SWIFT international payments network, and stablecoins to move liquidity globally.

Key Suppliers & Partners:

• Payment Networks: Mastercard, VISA, SWIFT international payments network, Allpoint ATM network.
• Financial Institutions: Global network of correspondent banks, in-country payment gateways, financial institution counterparties for hedging.
• Industry Partners: Major oil companies, leasing companies, fuel marketers (e.g., Arco, Speedway, Casey's), vehicle Original Equipment Manufacturers (OEMs) (e.g., Renault, NIO, Polestar, Jaguar-Land Rover), vehicle leasing specialists (e.g., Ayvens, Arval), major insurance companies (e.g., Metlife, Inc., Suhai Suguradora).

Facility Network:

• Manufacturing: Not explicitly detailed, but the company capitalizes software development costs.
• Research & Development: Application development centers in the U.S., U.K., Netherlands, Czech Republic, Brazil, and New Zealand.
• Distribution: Warehousing and logistics infrastructure not explicitly detailed, but the company places proprietary manned kiosks and unmanned vending machines in high consumer foot traffic areas for its tolls solution.
• Data Centers: 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. Increasingly uses cloud services for new solutions and legacy modernization.

Operational Metrics:

• Uptime: Achieved over 99.9% uptime for authorizations globally in 2025.

Market Access & Customer Relationships

Go-to-Market Strategy: Corpay, Inc. employs a multi-channel, go-to-market strategy to actively market and sell its solutions. This includes comprehensive digital channels, direct sales forces, and strategic partner relationships. The company is expanding online, end-to-end capabilities for customer self-service and leverages an omni-channel approach to improve sales efficiency.

Distribution Channels:

• Direct Sales: Product-dedicated sales forces targeting specific customer segments, historically in-person or via telesales.
• Channel Partners: Indirect sales through major oil companies, fuel marketers (for fuel), retail establishments (for tolls), and vehicle OEMs (for consumer EV solutions). Solutions are also offered on a branded or "white label" basis through a broad range of resellers and partners.
• Digital Platforms: Online channels, mobile applications (e.g., Sem Parar super app), and e-commerce initiatives. Proprietary manned kiosks and unmanned vending machines are also used for consumer reach.

Customer Portfolio: Corpay, Inc. serves a diverse customer base ranging from small sole proprietorships to large publicly traded companies, as well as consumers.

• Customer Concentration: More than 10% of consolidated revenues in 2025, 2024, and 2023 were derived through the relationship with an open-loop network partner in the Vehicle Payments and Corporate Payments segments.

Geographic Revenue Distribution:

• United States: 49% of total revenue (2025)
• Brazil: 16% of total revenue (2025)
• United Kingdom: 14% of total revenue (2025)
• Other: 21% of total revenue (2025)

Competitive Intelligence

Market Structure & Dynamics

Industry Characteristics: The markets for Corpay, Inc.'s solutions are highly competitive and characterized by rapid technological change, frequent introduction of new products and services, evolving industry standards, and changing customer needs. Businesses spend an estimated $145 trillion annually in transactions, often using manual, paper-based processes, indicating a significant opportunity for digital payment solutions.

Competitive Positioning Matrix:

Direct Competitors

Primary Competitors:

• Corporate Payments: Banks (general purpose cards, AP payments, cross-border solutions), American Express, Coupa.
• Vehicle Payments: WEX, U.S. Bank Voyager Fleet Systems, Edenred, Sodexo, Alelo, Radius Payment Solutions, DKV (fuel solutions); ConectCar, Veloe (Alelo), Repom (Edenred) (toll solutions); ParkMobile, ParkHub, Parking BOXX, FLASH (parking solutions).
• Lodging Payments: Traditional travel management companies (e.g., American Express Global Business Travel), in-house travel solutions at large corporations and airlines.
• Other (Gift & Payroll Card): Fiserv, other special-purpose card issuers, payroll companies.

Emerging Competitive Threats:

• Rapid adoption of artificial intelligence technologies (machine learning, generative AI) by competitors.
• Stablecoins and other blockchain-based payments achieving broad adoption, potentially increasing price competition and diminishing volume on existing solutions.

Competitive Response Strategy: Corpay, Inc. is focused on developing and implementing new technology, products, and services, adapting to technological changes (including AI and EVs), and upgrading existing offerings. The company is integrating stablecoin and blockchain capabilities to remain competitive.

Risk Assessment Framework

Strategic & Market Risks

Market Dynamics:

• Macroeconomic Conditions: Adverse macroeconomic conditions (recessions, inflation, rising interest rates, labor shortages, high unemployment, currency fluctuations, geopolitical conflicts, sanctions, tariffs) directly impact demand for business-related products (fuel, lodging, payment services) and transaction volumes.
• Technology Disruption: Failure to develop and implement new technology, adapt to changes (e.g., AI, EVs), or unsuccessful upgrades could lead to customer loss. AI-enabled products from competitors could disintermediate offerings.
• Customer Concentration: Dependence on relationships with bank partners, oil companies, fuel and lodging merchants, truck stop operators, airlines, and sales channels. Loss or weakness of these partners could adversely affect revenues.

Operational & Execution Risks

Supply Chain Vulnerabilities:

• System Dependence: Reliance on efficient and uninterrupted operation of interconnected computer systems, telecommunications, data centers, and call centers, including those managed by third parties. Disruptions could lead to transaction delays, financial losses, and reputational damage.
• Counterparty Default: Risk of significant losses if counterparty financial institutions default on obligations or fail, particularly for derivative financial instruments in cross-border solutions.
• Fraudulent Activity: Substantial losses due to fraudulent use of payment solutions (skimming, counterfeiting, account takeovers, identity theft) or fraudulent acts by employees/contractors.

Financial & Regulatory Risks

Market & Financial Risks:

• Foreign Exchange: Exposure to foreign currency exchange rate changes (51% of 2025 revenue denominated in non-USD currencies). Volatility impacts revenue and profit, and derivative contracts carry credit risk.
• Interest Rate: Exposure to changing interest rates on variable rate debt ($8.2 billion outstanding in 2025). Hedging strategies (interest rate swaps) mitigate risk but introduce counterparty risk.
• Credit & Liquidity: Risk of increased credit loss if customer credit risks or fraud are not adequately assessed and monitored. Liquidity constraints if unable to timely transfer or access funds due to counterparty failures.
• Fuel Price Volatility: Approximately 8% of 2025 revenue directly influenced by absolute fuel prices, and 4% by fuel price spreads. Volatility can decrease revenue.

Regulatory & Compliance Risks:

• Money Transmission & Payment Instrument Licensing: Subject to state and federal licensing, net worth, surety bond, record-keeping, and AML requirements. Compliance costs are expected to increase.
• Privacy & Information Security: Subject to various U.S. and international laws (e.g., Gramm-Leach-Bliley Act, GDPR, CCPA) and PCI DSS. Non-compliance could lead to penalties, litigation, and reputational harm.
• Unfair/Deceptive Business Practices: Subject to FTC and state attorneys general enforcement, with potential for enforcement actions and liabilities.
• Lending Regulations: Subject to TILA, ECOA, FCRA for credit provision and administration.
• AML, Counter Terrorist & Sanctions: Subject to BSA, USA PATRIOT Act, OFAC, and international equivalents. Violations can result in severe sanctions.
• Interchange Fees: Revenue from network processing fees (interchange fees) is subject to regulatory limits and competitive pressures, potentially leading to lower fees.
• Derivatives Regulations: Dodd-Frank Act, EMIR, and other international regulations impose reporting, record-keeping, and potential clearing/margin requirements, increasing costs and impacting hedging activities.
• FTC Matter: Ongoing lawsuit by the Federal Trade Commission alleging unfair and deceptive acts and practices in the U.S. direct fuel card business. The District Court granted summary judgment as to liability against Corpay, Inc. and Ron Clarke, and an Order for Permanent Injunction and Other Relief was issued. Corpay, Inc. intends to seek an en banc review.

Geopolitical & External Risks

Geopolitical Exposure:

• International Operations: Operations in over 200 countries expose Corpay, Inc. to political, economic, technological, operational, and regulatory risks, including exchange controls, capital repatriation restrictions, and heightened enforcement uncertainty.
• International Conflicts: Impact of conflicts (e.g., Russia-Ukraine, Middle East) on the global economy and business operations, including potential retaliatory cyber-attacks.
• Trade Relations: Impact of changes in global tariff and trade policies.
• Climate Change: Legislation and regulation of greenhouse gas emissions and energy-transition dynamics could adversely affect partners' operations and demand for fuel.

Innovation & Technology Leadership

Research & Development Focus: Corpay, Inc. makes significant investments in technology, spending approximately $408 million in capital and operating expenses in 2025 to operate, protect, and enhance its technology. The company's IT transformation initiatives focus on three main pillars:

• Digital Strategy: Streamlining digital customer experience across all solutions.
• Core Systems Modernization: Making core transactional systems more resilient, secure, and scalable, increasingly using cloud services and microservices.
• Data: Investing in data assets to deliver value through improved insights for expense control and fraud mitigation, including AI-enabled capabilities.

Intellectual Property Portfolio: Corpay, Inc. owns and controls all critical components of its offerings, creating improved speed to market and proprietary feature functionality. The company relies on copyright, trade secret, patent, and other intellectual property laws and confidentiality agreements to protect its proprietary technology and significant intellectual property.

Technology Partnerships: Corpay, Inc. offers a proprietary trading and payments platform that can be "white labeled" for financial institutions and a suite of API products to embed capabilities directly within customer and partner technology.

Leadership & Governance

Executive Leadership Team

Leadership Continuity: The company's success is dependent on its executive officers and other key personnel, who possess significant industry experience. The company focuses on attracting, motivating, and retaining qualified personnel.

Board Composition: The Information Technology and Security Committee (ITSC) provides oversight for information technology security and cybersecurity planning. The ITSC is composed of board members with expertise in industry knowledge, technology and security, finance, and risk management.

Human Capital Strategy

Workforce Composition: As of December 31, 2025, Corpay, Inc. employed approximately 11,800 associates located in 34 countries around the world, with approximately 4,300 based in the U.S.

Talent Management:

• Acquisition & Retention: Corpay, Inc. is committed to delivering a strong employee value proposition and unique employment experience to attract and retain top talent.
• Employee Value Proposition: Benefits programs are designed to meet evolving needs, focusing on physical and mental well-being (online fitness, discounted gym memberships, employee assistance programs, Mental Health Awareness programs).

Diversity & Development:

• Diversity Metrics: As of December 31, 2025, females represented approximately 50% of the global workforce and 17% of the senior leadership team. Minorities comprised approximately 32% of the domestic workforce and 17% of the senior leadership team.
• Development Programs: Offers high-quality learning opportunities in all geographies and at all levels, incorporating personal, business, and leadership skills development. Provides career opportunities and paths to advancement through on-the-job coaching, training, and education.
• Culture & Engagement: Maintains an entrepreneurial spirit with a common vision, mission, and values (Innovation, Execution, Integrity, People, Collaboration). Employee feedback is gathered through global surveys (51% participation rate in 2025) and pulse surveys/focus groups.

Environmental & Social Impact

Environmental Commitments: Corpay, Inc. acknowledges increasing focus on greenhouse gas (GHG) emissions and climate change issues. The company's business depends on activity in the oil industry, and existing or future laws/regulations related to GHGs and climate change could negatively impact demand for fuel. The company publishes a Corporate Responsibility & Sustainability Report (CRS Report) detailing its views and approaches regarding environmental, social, and governance issues.

Social Impact Initiatives: The CRS Report includes details related to the company’s global talent strategy, inclusion efforts, employee wellness, and talent development.

Business Cyclicality & Seasonality

Demand Patterns:

• Seasonal Trends:
  • Vehicle Payments: Subject to seasonal fluctuations in the first and fourth quarters due to weather, U.S. holidays, and lower business levels in Brazil (summer break, Carnival).
  • Gift Solutions: Subject to seasonal fluctuations from consumer spending patterns, with revenues strongest in the third and fourth quarters and weakest in the first and second quarters, aligning with the Christmas holiday season.
• Economic Sensitivity: Results of operations are materially affected by general economic conditions in North America, Brazil, the U.K., and other international locations, impacting transaction volumes and customer credit risk.

Planning & Forecasting: Not explicitly detailed in the filing.

Regulatory Environment & Compliance

Regulatory Framework: Corpay, Inc. operates in a highly regulated environment, subject to a substantial number of evolving and sometimes ambiguous laws and regulations in the U.S. and internationally.

Industry-Specific Regulations:

• Money Transmission and Payment Instrument Licensing: Licensed in all required U.S. states, subject to periodic examinations, net worth, surety bond, record-keeping, and AML requirements.
• Privacy and Information Security: Subject to Gramm-Leach-Bliley Act, EU/U.K. GDPR, Canada’s Personal Information Protection and Electronic Documents Act, Brazil’s General Data Protection Law, and various U.S. state privacy laws (e.g., CCPA). Compliance with PCI DSS is required for certain products.
• Unfair or Deceptive Business Practices: Subject to enforcement by the FTC and state attorneys general.
• Lending Regulations: Subject to Truth in Lending Act (TILA), Equal Credit Opportunity Act (ECOA), and Fair Credit Reporting Act (FCRA) for credit provision.
• Interchange Fees: Subject to the Durbin Amendment (Dodd-Frank Act) and payment network rules, which cap or influence debit interchange fees.
• Payment Card Industry Rules: Must comply with bylaws, regulations, and requirements of Mastercard and other payment-card organizations (e.g., PCI DSS, Mastercard Site Data Protection Program).
• Escheat Regulations: Subject to unclaimed or abandoned property laws in the U.S.
• Prepaid Card Regulations: Prepaid card programs are subject to CARD Act and CFPB’s Regulation E.
• State Usury Laws: Extensions of credit may be subject to state usury laws limiting interest rates.
• Derivatives Regulations: Subject to Dodd-Frank Act (CFTC rules), European Market Infrastructure Regulation, and other international regulations for foreign exchange derivative contracts.

Trade & Export Controls:

• Anti-Money Laundering, Counter Terrorist and Sanctions Regulations: Subject to the BSA, USA PATRIOT Act, OFAC, and international equivalents (e.g., Canada’s PCMLTFA, Australia’s AML/CTF Act, U.K. Proceeds of Crime Act).
• Anti-Bribery Regulations: Subject to the Foreign Corrupt Practices Act (FCPA) and U.K. Bribery Act.

Legal Proceedings:

• FTC Matter: The Federal Trade Commission filed a lawsuit in 2019 alleging violations of the FTC Act's prohibitions on unfair and deceptive acts and practices in Corpay, Inc.'s U.S. direct fuel card business. In 2022, the District Court granted summary judgment as to liability against Corpay, Inc. and Ron Clarke, but denied monetary relief. An Order for Permanent Injunction and Other Relief was issued in June 2023. In January 2026, the Eleventh Circuit affirmed the judgment against Corpay, Inc. and Ron Clarke (except for one count). Corpay, Inc. intends to seek an en banc review. The company believes the claims are without merit and not material to financial performance, but has incurred and continues to incur legal fees.

Tax Strategy & Considerations

Tax Profile:

• Effective Tax Rate: The 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 2024. The increase in 2025 was driven by a decrease in excess tax benefits on stock option exercises, new state apportionment rules, discrete taxes from legal entity and tax restructuring, non-deductible costs from the Alpha acquisition, adoption of Pillar Two legislation, and mix of earnings.
• Geographic Tax Planning: The effective tax rate fluctuates as earnings shift between various U.S. and non-U.S. taxing jurisdictions.
• Tax Reform Impact:
  • OECD Pillar Two: Introduced a global minimum tax at 15%. European Union member states and other countries are implementing these rules. The impact on Corpay, Inc.'s financial statements was not material as of December 31, 2025, but is being continuously evaluated.
  • "One Big Beautiful Bill Act" (U.S.): Enacted July 4, 2025, making certain 2017 Tax Cuts and Jobs Act provisions permanent, introducing new provisions, and rolling back 2022 Inflation Reduction Act incentives. Corpay, Inc. is evaluating its impact.

Insurance & Risk Transfer

Risk Management Framework: Corpay, Inc. manages cybersecurity and information theft risks through cybersecurity and information security programs, training, and insurance coverage. The company maintains continuous security monitoring and threat detection capabilities, aligns with industry security standards (ISO, AICPA, NIST CSF, PCI DSS), and has a cybersecurity incident response plan managed by its Chief Information Security Officer (CISO).

• Insurance Coverage: Maintains cybersecurity insurance coverage, though it may not be sufficient to cover all claims related to security breaches or cyberattacks. The company does not maintain insurance to protect against all losses from fraudulent use of payment solutions.

Risk Transfer Mechanisms: Corpay, Inc. uses derivative financial instruments (e.g., interest rate swaps, cross-currency interest rate swaps) to reduce exposure to changes in interest rates and economic changes in the value of foreign-denominated net assets. The company also hedges net currency risks from customer contracts in its cross-border payments business by entering into offsetting contracts with financial institution counterparties.