Corpay, Inc 10-Q for FY2026 Q2
Corpay, Inc. (CPAY)
10-Q
2026-08-10
For: 2026-06-30
View Original
Added on
August 10, 2026
About this 10-Q
Corpay, Inc filed this 10-Q on August 10, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.34B
- up 21.5% from $1.1B a year earlier
- Net income
- $248.31M
- down 12.6% from net income of $284.17M a year earlier
- Diluted EPS
- $3.70
- down 7.0% from $3.98 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________
FORM 10-Q
_________________________________________________________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-35004
__________________________________________________________
(Exact name of registrant as specified in its charter)
__________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (770 ) 449-0479
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at 7/31/2026 | |||||||
| Common Stock, $0.001 par value | ||||||||
Corpay, Inc. and Subsidiaries
FORM 10-Q
For the Three and Six Months Ended June 30, 2026
INDEX
| Page | ||||||||
| PART I—FINANCIAL INFORMATION | ||||||||
| Item 1. | ||||||||
Consolidated Balance Sheets at June 30, 2026 (unaudited) and December 31, 2025 | ||||||||
Unaudited Consolidated Statements of Income for the Three and Six Months Ended June 30, 2026 and 2025 | ||||||||
Unaudited Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2026 and 2025 | ||||||||
Unaudited Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2026 and 2025 | ||||||||
Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II—OTHER INFORMATION | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Corpay, Inc. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Share and Par Value Amounts)
| June 30, 2026 | December 31, 2025 | |||||||||||||
| (Unaudited) | ||||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
Accounts and other receivables (less allowance for credit losses of $ | ||||||||||||||
| Securitized accounts receivable—restricted for securitization investors | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangibles, net | ||||||||||||||
| Investments | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
Liabilities and equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
| Customer deposits | ||||||||||||||
| Securitization facility | ||||||||||||||
| Current portion of notes payable and lines of credit | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Notes payable and other obligations, less current portion | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other noncurrent liabilities | ||||||||||||||
| Total noncurrent liabilities | ||||||||||||||
| Commitments and contingencies (Note 12) | ||||||||||||||
Redeemable noncontrolling interest | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
Less treasury stock, | ( | ( | ||||||||||||
Total Corpay stockholders’ equity | ||||||||||||||
| Noncontrolling interest | ||||||||||||||
Total equity | ||||||||||||||
Total liabilities, redeemable noncontrolling interest and equity | $ | $ | ||||||||||||
| See accompanying notes to unaudited consolidated financial statements. | ||
1
Corpay, Inc. and Subsidiaries
Unaudited Consolidated Statements of Income
(In Thousands, Except Per Share Amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
| Processing | ||||||||||||||||||||||||||
| Selling | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Other operating, net | ( | |||||||||||||||||||||||||
Gain on disposition, net | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Other expenses: | ||||||||||||||||||||||||||
| Other expense (income), net | ( | ( | ||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||||||||||||||
Total other expenses, net | ||||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interest | ( | |||||||||||||||||||||||||
| Net income attributable to Corpay | $ | $ | $ | $ | ||||||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
Basic earnings per share attributable to Corpay* | $ | $ | $ | $ | ||||||||||||||||||||||
Diluted earnings per share attributable to Corpay* | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||
| Basic shares | ||||||||||||||||||||||||||
| Diluted shares | ||||||||||||||||||||||||||
*Basic and diluted earnings per share amounts are determined under the two-class method.
See accompanying notes to unaudited consolidated financial statements.
2
Corpay, Inc. and Subsidiaries
Unaudited Consolidated Statements of Comprehensive Income
(In Thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||
Foreign currency translation (losses) gains, net of tax | ( | ( | ||||||||||||||||||||||||
Reclassification of accumulated foreign currency translation losses to net income as a result of the sale of a foreign entity (Note 15) | ||||||||||||||||||||||||||
| Net change in derivative contracts, net of tax | ( | ( | ||||||||||||||||||||||||
Total other comprehensive income, net of tax | ||||||||||||||||||||||||||
| Total comprehensive income | ||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests | ( | |||||||||||||||||||||||||
| Comprehensive income attributable to Corpay | $ | $ | $ | $ | ||||||||||||||||||||||
See accompanying notes to unaudited consolidated financial statements.
3
Corpay, Inc. and Subsidiaries
Unaudited Consolidated Statements of Equity
(In Thousands)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Corpay Stockholders' Equity | Non-controlling Interest1 | Total Equity | |||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of common stock | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Remeasurement to redemption value on redeemable noncontrolling interest | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of common stock | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Remeasurement to redemption value on redeemable noncontrolling interest | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Corpay Stockholders' Equity | Non-controlling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Change in controlling interest of investment, net | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of common stock | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
Acquisition of noncontrolling interest | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Acquisition of common stock | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
1 Excludes redeemable noncontrolling interest of $314 million classified as mezzanine equity at June 30, 2026. See Note 1 for additional information.
See accompanying notes to unaudited consolidated financial statements.
4
Corpay, Inc. and Subsidiaries
Unaudited Consolidated Statements of Cash Flows
(In Thousands)
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Operating activities | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||||||||
| Depreciation | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Provision for credit losses on accounts and other receivables | ||||||||||||||
Provision for legal settlement | ||||||||||||||
| Amortization of deferred financing costs and discounts | ||||||||||||||
| Amortization of intangible assets and premium on receivables | ||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||
| Gain on disposition of business | ( | |||||||||||||
| Other non-cash operating expense (income), net | ( | |||||||||||||
| Changes in operating assets and liabilities (net of acquisitions/disposition): | ||||||||||||||
| Accounts and other receivables | ( | ( | ||||||||||||
| Prepaid expenses and other current assets | ( | |||||||||||||
| Derivative assets and liabilities, net | ( | ( | ||||||||||||
| Other assets | ( | |||||||||||||
| Accounts payable, accrued expenses and customer deposits | ||||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Investing activities | ||||||||||||||
Acquisitions, net of cash acquired | ( | |||||||||||||
| Purchases of property and equipment | ( | ( | ||||||||||||
| Proceeds from disposal of a business, net of cash disposed | ||||||||||||||
| Proceeds from sale of cost method investment | ||||||||||||||
| Other | ||||||||||||||
Net cash provided by (used in) investing activities | ( | |||||||||||||
| Financing activities | ||||||||||||||
| Proceeds from issuance of common stock | ||||||||||||||
| Repurchase of common stock | ( | ( | ||||||||||||
| Borrowings on securitization facility, net | ||||||||||||||
| Deferred financing costs | ( | ( | ||||||||||||
| Proceeds from notes payable | ||||||||||||||
| Principal payments on notes payable | ( | ( | ||||||||||||
| Borrowings from revolver | ||||||||||||||
| Payments on revolver | ( | ( | ||||||||||||
| Borrowings on subsidiary swingline, net | ||||||||||||||
| Other | ||||||||||||||
| Net cash (used in) provided by financing activities | ( | |||||||||||||
| Effect of foreign currency exchange rates on cash | ( | |||||||||||||
| Net increase in cash and cash equivalents and restricted cash | ||||||||||||||
Net decrease in cash classified within current assets held for sale | ( | |||||||||||||
Cash and cash equivalents and restricted cash, beginning of period | ||||||||||||||
Cash and cash equivalents and restricted cash, end of period | $ | $ | ||||||||||||
| Supplemental cash flow information | ||||||||||||||
| Cash paid for interest | $ | $ | ||||||||||||
| Cash paid for income taxes | $ | $ | ||||||||||||
Fixed assets accrued at the end of the period | $ | $ | ||||||||||||
| See accompanying notes to unaudited consolidated financial statements. | ||
5
Corpay, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
June 30, 2026
1. Summary of Significant Accounting Policies
Basis of Presentation
Throughout this Quarterly Report on Form 10-Q, the terms "our," "we," "us," and the "Company" refer to Corpay, Inc. and its subsidiaries. The Company prepared the accompanying unaudited interim consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited interim consolidated financial statements reflect all adjustments considered necessary for fair presentation. These adjustments consist of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Actual results may differ from these estimates.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. These financial statements were prepared using information reasonably available to us as of June 30, 2026 and through the date of this Quarterly Report. The accounting estimates used in the preparation of the Company’s interim consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results may differ from these estimates.
Foreign Currency Translation
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Foreign exchange (gains) losses | $ | $ | ( | $ | $ | ||||||||||||||||||
The Company recorded foreign currency gains and losses on long-term intra-entity transactions included as a component of foreign currency translation (gains) losses, net of tax, in the Unaudited Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025 as follows (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Foreign currency (gains) losses on long-term intra-entity transactions | $ | ( | $ | $ | ( | $ | |||||||||||||||||
6
Cash and Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to amounts within the Unaudited Consolidated Statements of Cash Flows (in thousands):
June 30, 20261 | December 31, 2025 | June 30, 2025 | December 31, 2024 | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||
| Total cash and cash equivalents and restricted cash | $ | $ | $ | $ | |||||||||||||||||||
1 Amounts exclude $ | |||||||||||||||||||||||
Financial Instruments - Credit Losses
The Company accounts for financial assets' expected credit losses in accordance with Accounting Standards Codification (ASC) 326, "Financial Instruments - Credit Losses." The Company’s financial assets subject to credit losses are primarily trade receivables. The Company utilizes a combination of aging and loss-rate methods to develop an estimate of current expected credit losses, depending on the nature and risk profile of the underlying asset pool, based on product, size of customer and historical losses. Expected credit losses are estimated based upon an assessment of risk characteristics, historical payment experience and the age of outstanding receivables, adjusted for forward-looking economic conditions. The allowances for remaining financial assets measured at amortized cost basis are evaluated based on underlying financial condition, credit history and current and forward-looking economic conditions. The estimation process for expected credit losses includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing of payment, contract terms and conditions, changes in specific customer risk profiles or mix of customers, geographic risk, economic trends and relevant environmental factors. The Company's provision for credit losses is recorded within processing expenses in the Unaudited Consolidated Statements of Income.
Revenue
The Company's revenue is generally reported net of the cost for underlying products and services purchased through its payment solutions. In this report, the Company refers to this net revenue as "revenue." Revenues from contracts with customers, within the scope of ASC 606, "Revenue Recognition," represent approximately 78 % and 85 % of total consolidated revenues, net, for the six months ended June 30, 2026 and 2025, respectively. In its cross-border payments business, the Company enters into foreign currency forwards, option derivative contracts and swaps for its customers to facilitate future payments in foreign currencies. These contracts are accounted for in accordance with ASC 815, "Derivatives and Hedging" and represent approximately 15 % and 8 % of total consolidated revenues for the six months ended June 30, 2026 and 2025, respectively. Additionally, the Company accounts for revenue from late fees and finance charges, in jurisdictions where permitted under local regulations, primarily in the U.S., Canada and Brazil, in accordance with ASC 310, "Receivables." Such fees are recognized net of a provision for estimated uncollectible amounts, at the time the fees and finance charges are assessed and services are provided and represent approximately 3 % and 4 % of total consolidated revenues, net for the six months ended June 30, 2026 and 2025, respectively. The Company's remaining revenue represents float revenue earned on invested customer funds in jurisdictions where permitted. Such revenue represented approximately 4 % and 3 % of consolidated revenues, net for the six months ended June 30, 2026 and 2025, respectively.
Disaggregation of Revenues
Revenues, net by segment for the three and six months ended June 30, 2026 and 2025 were as follows (in millions, except percentages):
Revenues, net by Segment* | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||
| 2026 | % | 2025 | % | 2026 | % | 2025 | % | ||||||||||||||||||||||||||||||||||||||||
| Corporate Payments | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
| Vehicle Payments | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Lodging Payments | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Other | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Consolidated revenues, net | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
*Columns may not calculate due to rounding. Segment results for 2025 have been recast to conform with current period segment presentation as discussed in Note 11.
7
Revenue by geography for the three and six months ended June 30, 2026 and 2025 was as follows (in millions, except percentages):
| Revenues, net by Geography* | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||
| 2026 | % | 2025 | % | 2026 | % | 2025 | % | ||||||||||||||||||||||||||||||||||||||||
| United States | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
| Brazil | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| United Kingdom | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Other | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Consolidated revenues, net | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
*Columns may not calculate due to rounding. | ||
Contract Liabilities
Deferred revenue contract liabilities for customers subject to ASC 606 were $29.7 million and $43.1 million as of June 30, 2026 and December 31, 2025, respectively. We expect to recognize approximately $24.6 million of these amounts in revenues within 12 months and the remaining $5.1 million over the next five years as of June 30, 2026. Revenue recognized in the six months ended June 30, 2026 that was included in the deferred revenue contract liability as of December 31, 2025 was approximately $33.4 million.
Spot Trade Offsetting
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Gross | Offset on the Balance Sheet | Net | Gross | Offset on the Balance Sheet | Net | ||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Accounts Receivable | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Accounts Payable | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Redeemable Noncontrolling Interest
In April 2025, the Company expanded its long-standing strategic partnership agreement with Mastercard Incorporated ("Mastercard") to deliver an enhanced suite of corporate cross-border payment solutions. The transaction also included an investment in the Company's cross-border payments business with Mastercard acquiring a 2.3 % noncontrolling interest in the cross-border payments business for $300 million. The investment into the Company’s cross-border payments business closed on December 1, 2025, and the cash associated with the investment was presented as cash flows provided by financing activities in the Company's Consolidated Statements of Cash Flows.
Mastercard has the right to sell, or put, its interest back to the Company for six months starting on August 1, 2027. If Mastercard does not exercise the put right, the Company will have a reciprocal call right to repurchase the interest for six months starting on May 1, 2028. In each case, the redemption price is the amount of invested capital plus 8 % per annum, compounded annually. The call and put rights are considered clearly and closely related to the noncontrolling interest and are not separated as bifurcated derivatives.
The carrying amount of the redeemable noncontrolling interest is adjusted to its full redemption value through to retained earnings at the end of each reporting period, which is a non-cash financing activity. The following table presents a reconciliation of the changes in the redeemable noncontrolling interest balance (in thousands):
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Redeemable Noncontrolling Interest | ||||||||
Balance at December 31, 2025 | $ | |||||||
Net income attributable to redeemable noncontrolling interest | ||||||||
Adjustment to redemption value (non-cash) | ||||||||
Balance at June 30, 2026 | $ | |||||||
Equity Method Investments
The Company recognized net losses related to its equity method investments of $22.7 million during the six months ended June 30, 2026, which were recorded within other expense, net in the Company's Unaudited Consolidated Statements of Income. The impact of the Company's equity method investments was not material on the Company's Unaudited Consolidated Statements of Income for the six months ended June 30, 2025.
Adoption of New Accounting Standard
Financial Instruments - Credit Losses
In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05"). ASU 2025-05 provides a practical expedient that allows entities to assume conditions existing as of the balance sheet date remain unchanged over the life of the asset when estimating credit losses for current trade receivables and current contract assets arising from transactions accounted for under Topic 606. The amendments are effective on a prospective basis for fiscal years beginning after December 15, 2025, and for interim periods within those fiscal years, with early adoption permitted. The Company adopted this ASU on January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on the Company's consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses" ("ASU 2024-03"). ASU 2024-03, among other items, requires additional financial statement disclosures in tabular format disaggregating information about prescribed categories (including employee compensation, depreciation and amortization) underlying any relevant income statement expense captions. ASU 2024-03 is effective on a prospective basis for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption and retrospective application permitted. We are currently evaluating the impact this guidance will have on the disclosures within our consolidated financial statements.
Internal-use Software
In September 2025, the FASB issued ASU No. 2025-06, "Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software" ("ASU 2025-06"). ASU 2025-06 updates requirements for capitalizing internal-use software costs by replacing the current stage-based model with a principles-based approach. Under ASU 2025-06, the prescriptive software development stages (e.g., preliminary project stage, application development stage) are eliminated, and instead capitalization must begin when management authorizes and commits to funding the project and it is probable the project will be completed and used as intended. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. ASU 2025-06 may be applied prospectively, on a modified retrospective basis for in-process projects, or retrospectively. We are currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.
Derivatives and Other Scoping and Hedging Improvements
In September 2025, the FASB issued ASU No. 2025-07, "Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract" ("ASU 2025-07"). ASU 2025-07 excludes from derivative accounting certain non-exchange-traded contracts, the underlyings of which are based on operations or activities of the parties to the contract, with various notable exceptions including puts and calls on debt instruments. ASU 2025-07 also clarifies that the noncash consideration guidance of Topic 606 should apply initially to noncash share-based consideration received from a customer for transferred goods or services until the right to receive such consideration becomes unconditional. ASU 2025-07 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption
9
permitted. ASU 2025-07 may be applied prospectively or on a modified retrospective basis. We are currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.
In November 2025, the FASB issued ASU No. 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements" ("ASU 2025-09"). ASU 2025-09 includes five amendments to hedge accounting intended to better enable entities to achieve and maintain hedge accounting. These amendments include, but are not limited to, the FASB's expansion of hedged risks permitted to be aggregated in a group of forecasted transactions in a cash flow hedge from having a shared risk to similar risk exposure and the establishment of a hedging model for "choose your rate debt." ASU 2025-09 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. ASU 2025-09 is applied prospectively. We are currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.
Measurement of Certain Paid-in-Kind (“PIK”) Dividend
In April 2026, the FASB issued ASU No. 2026-01, “Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock (Equity: Topic 505)” (“ASU 2026-01”). ASU 2026-01 requires that PIK dividends on equity-classified preferred stock be initially measured on the basis of the PIK dividend rate stated in the preferred stock agreement (rather than at fair value, for example). The update does not, however, affect an entity’s determination of when to recognize PIK dividends. ASU 2026-01 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. ASU 2025-01 may be applied prospectively or on a modified retrospective basis. We are currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.
2. Accounts and Other Receivables
The Company's accounts and other receivables and securitized accounts receivable include the following at June 30, 2026 and December 31, 2025 (value in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Gross domestic accounts receivable | $ | $ | ||||||||||||
| Gross domestic securitized accounts receivable | ||||||||||||||
| Gross foreign receivables | ||||||||||||||
| Total gross receivables | ||||||||||||||
| Less allowance for credit losses | ( | ( | ||||||||||||
| Net accounts and securitized accounts receivables | $ | $ | ||||||||||||
The Company, through Corpay Technologies Operating Company, LLC ("CTOC") and certain of its other subsidiaries, maintains a $2.3 billion revolving trade accounts receivable securitization facility (as amended from time to time, the "Securitization Facility"). Accounts receivable collateralized within our Securitization Facility relate to trade accounts receivable resulting primarily from charge card activity and other customer receivables in the U.S. and the U.K. Pursuant to the terms of the Securitization Facility, certain U.S.-based and U.K.-based originators transfer in the form of a sale certain of their domestic receivables, on a revolving basis, to FLEETCOR Funding LLC ("Funding") and Corpay Funding (UK) Limited, each a wholly-owned bankruptcy remote consolidated subsidiary. In turn, Funding transfers in the form of a sale, on a revolving basis, a proportionate undivided ownership interest in the U.S.-based pool of accounts receivable to unrelated transferees (i.e., multi-seller banks and asset-backed commercial paper conduits). Funding retains a residual, subordinated interest in cash flow distribution from the transferred receivables and provides to the transferees an incremental pledge of both U.S. and U.K. unsold receivables as a form of over-collateralization to enhance the credit of the transferred receivables. Purchases by the banks and conduits may be financed with the sale of highly-rated commercial paper.
The Company utilizes proceeds from the securitized assets as an alternative to other forms of financing to reduce its overall borrowing costs. CTOC has agreed to continue servicing the sold receivables for the transferees at market rates, which approximates CTOC’s cost of servicing. Funding determines the level of funding achieved by the sale of accounts receivable, subject to a maximum amount. As the Company maintains certain continuing involvement in the transferred/sold receivables, it does not derecognize the receivables from its Consolidated Balance Sheets. Instead, the Company records cash proceeds and any residual interest received as a Securitization Facility liability.
The Company’s Unaudited Consolidated Balance Sheets and Statements of Income reflect the activity related to securitized accounts receivable and the corresponding securitized debt, including interest income, fees generated from late payments, provision for losses on accounts receivable and interest expense. The cash flows from borrowings and repayments associated with the securitized debt are presented as cash flows from financing activities. The maturity date for the Company's Securitization Facility is the earlier of November 3, 2028 or the first maturity date of any loan under the Company's Credit Agreement, which is May 21, 2031.
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A roll forward of the Company’s allowance for credit losses related to accounts receivable for the six months ended June 30, 2026 and 2025 is as follows (in thousands):
| 2026 | 2025 | |||||||||||||
| Allowance for credit losses beginning of period | $ | $ | ||||||||||||
| Provision for credit losses | ||||||||||||||
| Write-offs | ( | ( | ||||||||||||
| Recoveries | ||||||||||||||
| Impact of foreign currency | ||||||||||||||
| Allowance for credit losses end of period | $ | $ | ||||||||||||
The provision for credit losses and write-offs increased during the six months ended June 30, 2026 versus the comparable prior period primarily due to the growth of the business, as credit loss expense as a percentage of spend was consistent with the comparable prior period. Write-offs include receivables for which a full allowance was previously provided.
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3. Fair Value Measurements
The following table presents the Company’s financial assets and liabilities which are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 (in thousands):
| Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
Overnight deposits | $ | $ | $ | $ | |||||||||||||||||||||||||
Money market | |||||||||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||||||||
| Treasury bills | |||||||||||||||||||||||||||||
| Interest rate swaps | |||||||||||||||||||||||||||||
Cross-currency interest rate swap | |||||||||||||||||||||||||||||
Foreign exchange, interest rate and commodity contracts | $ | $ | |||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cash collateral for foreign exchange contracts | $ | ||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | |||||||||||||||||||||||||
Cross-currency interest rate swap | |||||||||||||||||||||||||||||
Foreign exchange, interest rate and commodity contracts | |||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cash collateral obligation for foreign exchange contracts | $ | ||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
Overnight deposits | $ | $ | $ | $ | |||||||||||||||||||||||||
Money market | |||||||||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||||||||
Treasury bills | |||||||||||||||||||||||||||||
| Interest rate swaps | |||||||||||||||||||||||||||||
Cross-currency interest rate swap | |||||||||||||||||||||||||||||
Foreign exchange, interest rate and commodity contracts | |||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cash collateral for foreign exchange contracts | $ | ||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
Interest rate swaps | $ | $ | $ | $ | |||||||||||||||||||||||||
Cross-currency interest rate swap | |||||||||||||||||||||||||||||
Foreign exchange, interest rate and commodity contracts | |||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cash collateral obligation for foreign exchange contracts | $ | ||||||||||||||||||||||||||||
The level within the fair value hierarchy and the measurement technique are reviewed quarterly. The valuation techniques and inputs used to estimate the fair value of the Company's Level 2 assets and liabilities are consistent with those used at December 31, 2025. Transfers between levels are deemed to have occurred at the end of the quarter. There were no transfers between fair value levels during the periods presented for June 30, 2026 and December 31, 2025.
4. Stockholders' Equity
The Company's Board of Directors (the "Board") has approved a stock repurchase program (as updated from time to time, the "Program") authorizing the Company to repurchase its common stock from time to time until December 31, 2026. On April 23,
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2026, the Board authorized an increase to the aggregate size of the Program by $1.0 billion to an aggregate authorization of $11.1 billion.
5. Stock-Based Compensation
The following table summarizes the expense recognized within general and administrative expenses in the Unaudited Consolidated Statements of Income related to stock-based compensation for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Stock options | $ | $ | $ | $ | ||||||||||||||||||||||
| Restricted stock | ||||||||||||||||||||||||||
| Stock-based compensation | $ | $ | $ | $ | ||||||||||||||||||||||
The tax benefits recorded on stock-based compensation, inclusive of the tax benefits upon the exercises of options and vesting of restricted stock were $22.6 million and $25.9 million for the six months ended June 30, 2026 and 2025, respectively.
The following table summarizes the Company’s total unrecognized compensation cost related to outstanding stock awards as of June 30, 2026 (cost in thousands):
| Unrecognized Compensation Cost | Weighted Average Period of Expense Recognition Remaining (in Years) | |||||||||||||
| Stock options | $ | |||||||||||||
| Restricted stock | ||||||||||||||
| Total | $ | |||||||||||||
Stock Options
The following summarizes the changes in the number of shares of stock options outstanding for the six months ended June 30, 2026 (shares and aggregate intrinsic value in thousands):
| Shares | Weighted Average Exercise Price | Options Exercisable at End of Period | Weighted Average Exercise Price of Exercisable Options | Weighted Average Fair Value of Options Granted During the Period | Aggregate Intrinsic Value | |||||||||||||||||||||||||||||||||
| Outstanding at December 31, 2025 | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Granted | $ | |||||||||||||||||||||||||||||||||||||
| Exercised | ( | $ | ||||||||||||||||||||||||||||||||||||
| Forfeited | ( | |||||||||||||||||||||||||||||||||||||
| Outstanding at June 30, 2026 | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Expected to vest as of June 30, 2026 | $ | |||||||||||||||||||||||||||||||||||||
The aggregate intrinsic value of stock options exercisable at June 30, 2026 was $178.6 million. The weighted average remaining contractual term of options exercisable at June 30, 2026 was 2.7 years.
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Restricted Stock
The following table summarizes the changes in the number of shares of restricted stock awards and restricted stock units outstanding for the six months ended June 30, 2026 (shares in thousands):
| Shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||||
| Granted | ||||||||||||||
Cancelled | ( | |||||||||||||
Issued | ( | |||||||||||||
| Outstanding at June 30, 2026 | $ | |||||||||||||
6. Acquisitions and Investments
2025 Acquisitions
Alpha Acquisition
In July 2025, the Company announced, pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers a firm intention to make a cash offer to acquire 100 % of Alpha Group International plc (LSE: ALPHA) ("Alpha") to be effected by means of a court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the United Kingdom Companies Act 2006. Alpha is a leading provider of business-to-business ("B2B") cross-border foreign exchange solutions to corporations and investment funds in the U.K. and Europe. Alpha pioneered alternative bank accounts as a simpler, faster way for investment managers to fund their investments and pay expenses anywhere in Europe.
On October 31, 2025, Corpay completed the acquisition of all of the ordinary shares of Alpha for £42.50 in cash for each Alpha share upon the terms as described in the Rule 2.7 Announcement, resulting in an aggregate purchase price of approximately £1.8 billion, or $2.4 billion. The aggregate cash consideration paid in the transaction was funded with borrowings under the Company's credit facility.
The Alpha acquisition was accounted for as a business combination. Total consideration was approximately $2.1 billion, net of cash and cash equivalents and restricted cash acquired of $4.5 billion. The primary areas of the preliminary acquisition accounting that are not yet finalized relate to the following: (i) finalizing the review and valuation of intangible assets, including key assumptions, inputs and estimates, and certain useful life assumptions, including customer attrition rates, (ii) finalizing the Company's estimate of the impact of acquisition accounting on deferred income taxes or liabilities, (iii) finalizing the Company's review of certain working capital accounts acquired, and (iv) finalizing the evaluation and valuation of certain legal matters and/or other loss contingencies, including those that the Company may not yet be aware of but that meet the requirement to qualify as a pre-acquisition contingency. None of the goodwill attributable to the acquisition of Alpha is expected to be deductible for tax purposes. There were no material measurement period adjustments recorded during the six months ended June 30, 2026 related to the Alpha acquisition.
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The following table summarizes the preliminary acquisition accounting for the Alpha acquisition noted above (in thousands):
| Trade and other receivables | $ | ||||
| Prepaid expenses and other current assets | |||||
| Other long term assets | |||||
| Goodwill | |||||
| Intangibles | |||||
Accounts payable and accrued expenses | ( | ||||
| Other current liabilities | ( | ||||
| Other noncurrent liabilities | ( | ||||
Total consideration1 | $ | ( | |||
1 The Alpha purchase price included approximately $ | |||||
The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):
| Useful Lives (in Years) | Value | |||||||||||||
Trade names and trademarks | $ | |||||||||||||
| Proprietary technology | ||||||||||||||
| Customer and vendor relationships | ||||||||||||||
| $ | ||||||||||||||
Minority Investment
In May 2025, the Company formed a limited partnership with TPG that, through its wholly owned subsidiaries, entered into a definitive agreement to acquire AvidXchange Holdings, Inc (NASDAQ: AVDX) (“AvidXchange”). AvidXchange is a provider of accounts payable (AP) automation solutions to lower middle market companies with a focus on several verticals including real estate, homeowners associations, financial institutions and media. The take-private transaction was completed in October 2025.
In conjunction with the closing of the AvidXchange transaction in October 2025, the Company invested approximately $578 million for approximately 35 % of the equity in the limited partnership with TPG for an enterprise valuation of approximately $1.9 billion. The limited partnership utilized approximately $450 million of debt financing to consummate the transaction. TPG holds approximately 56 % of the equity in the limited partnership, and the management team of AvidXchange holds the remainder. In addition to other terms, the limited partnership agreement provides that, 33 months after the closing of the AvidXchange acquisition, the Company will have the right to acquire, or call, all the remaining outstanding equity of the limited partnership for approximately 2.5 times invested capital, which would result in the Company's consolidation of the limited partnership. If the Company does not exercise such right to acquire all of the remaining outstanding equity of the limited partnership and TPG decides to sell the limited partnership to a third party within a period of 15 months thereafter, the Company is required to guarantee a return to its partners, subject to certain limitations, of approximately 1.6 times invested capital (the minimum return). If the partnership sells AvidXchange in 2029 for an approximately similar valuation as at acquisition, there will be no requirement to pay any minimum return.
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7. Goodwill and Other Intangibles
A summary of changes in the Company’s goodwill is as follows (in thousands):
| December 31, 2025 | Transferred to Held for Sale1 | Dispositions2 | Acquisition Accounting Adjustments | Foreign Currency | June 30, 2026 | |||||||||||||||||||||||||||||||||||||||
| Goodwill | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
1 Reflects the reclassification of goodwill assigned to the Maintenance business of our Vehicle Payments segment to held for sale during the second quarter of 2026. See Note 15 for further information.
Company's goodwill is presented net of accumulated impairment losses of $90.0 million, all of which were recorded during the year ended December 31, 2024.
As of June 30, 2026 and December 31, 2025, other intangibles consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||
Weighted- Avg Useful Lives (Years)1 | Gross Carrying Amounts | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amounts | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||||||||
| Customer and vendor relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Trade names and trademarks—indefinite lived | N/A | — | — | |||||||||||||||||||||||||||||||||||||||||
| Trade names and trademarks—other | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Software | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Non-compete agreements | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Total other intangibles | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
N/A = Not Applicable | ||||||||||||||||||||||||||||||||||||||||||||
1 The weighted-average useful life calculation excludes fully amortized intangible assets. | ||||||||||||||||||||||||||||||||||||||||||||
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8. Debt
Credit Agreement and Securitization Facility
The Company is party to a $9.95 billion Credit Agreement (the "Credit Agreement"), with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of financial institutions (the "Lenders"), which has been amended multiple times. The Credit Agreement includes a Term Loan A, a Term Loan B and a revolving credit facility. As noted in Note 2, the Company is also party to a $2.30 billion Securitization Facility.
The balances of the Company’s debt instruments under the Credit Agreement and the Securitization Facility are as follows (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Term Loan A note payable, net of discounts | $ | $ | ||||||||||||
| Term Loan B note payable, net of discounts | ||||||||||||||
| Revolving line of credit facilities | ||||||||||||||
| Other obligations | ||||||||||||||
Total notes payable, credit agreements and other obligations | ||||||||||||||
| Securitization Facility | ||||||||||||||
Total debt | $ | $ | ||||||||||||
| Current portion | $ | $ | ||||||||||||
| Long-term portion | ||||||||||||||
Total debt | $ | $ | ||||||||||||
On May 21, 2026, the Company entered into the eighteenth amendment to its Credit Agreement (as amended and supplemented from time to time, including by the eighteenth amendment, the “Credit Facility”), dated as of October 24, 2014, among Corpay Technologies Operating Company, LLC, Corpay, the other borrowers party thereto, Bank of America, N.A., as administrative agent and swing line lender, and the other lenders party thereto. The eighteenth amendment, among other things, (i) increases the aggregate commitments under the Company's revolving credit facility by $0.9 billion to new total revolving credit facility commitments of $3.7 billion, (ii) increases the Term Loan A by $0.4 billion to new total Term Loan A borrowings of $3.3 billion, (iii) extends the maturity of its revolving credit facility and Term Loan A for a new 5 2.05 billion for a total Term Loan B-6 of $2.95 billion, (v) removes the 10 basis point SOFR Adjustment (as defined in the Credit Facility) and 3.26 basis point SONIA Adjustment (as defined in the Credit Facility), and (vi) provides for a new applicable interest rate pricing grid incorporating the better of ratings or leverage pricing.
The Company repaid its Term Loan B-5 in full using $1.0 billion of the Term Loan A and revolving credit facility proceeds and $2.05 billion of the Term Loan B-6 proceeds. The Company intends to use the remaining proceeds and available revolving credit facility for general corporate purposes.
The revolving credit facility and Term Loan A have a maturity date of May 21, 2031. The Term Loan B-6 has a maturity date of November 5, 2032. The term loans are payable in quarterly installments due on the last business day of each March, June, September and December with the final principal payment due on the respective maturity date. Borrowings on the revolving credit facility are repayable at the maturity date of the Credit Facility.
The Company was in compliance with all financial and non-financial covenants under the Credit Agreement and Securitization Facility at June 30, 2026.
The contractual maturities of the Company’s total notes payable, credit agreements and other obligations (excluding the Securitization Facility) at June 30, 2026 were as follows (in thousands):
Remaining 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
Thereafter | ||||||||
| Total principal payments | ||||||||
| Less: debt discounts and issuance costs included in debt | ( | |||||||
Total notes payable, credit agreements and other obligations | $ | |||||||
17
9. Income Taxes
For the three and six months ended June 30, 2026, the Company's effective tax rates were 27.0 % and 28.7 %, respectively, which differed from the U.S. federal statutory rate primarily due to the gain on the sale of PayByPhone, the geographical mix of earnings and other one-time items.
For the three and six months ended June 30, 2025, the Company's effective tax rates were 27.7 % and 26.7 %, respectively, which differed from the U.S. federal statutory rate primarily due to the geographical mix of earnings, the adoption of Pillar Two legislation and changes in state apportionment resulting in the revaluation of deferred taxes.
10. Earnings Per Share
The Company reports basic and diluted earnings per share using the two-class method, which is an earnings allocation method that determines earnings per share for common shares and participating securities. Basic earnings per share is computed by dividing net income attributable to shareholders of the Company by the weighted average number of common shares outstanding during the reported period, further adjusted by the redeemable noncontrolling interest redemption value adjustment associated with the Mastercard investment. Diluted earnings per share reflect the potential dilution related to equity-based incentives using the treasury stock method.
The calculation and reconciliation of basic and diluted earnings per share attributable to Corpay for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands, except per share data):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Net income attributable to Corpay | $ | $ | $ | $ | ||||||||||||||||||||||
Adjustment to redemption value of redeemable noncontrolling interest | ( | ( | ||||||||||||||||||||||||
Net income attributable to Corpay shareholders after adjustment to redemption value of redeemable noncontrolling interest | ||||||||||||||||||||||||||
| Denominator for basic earnings per share | ||||||||||||||||||||||||||
| Dilutive securities | ||||||||||||||||||||||||||
| Denominator for diluted earnings per share | ||||||||||||||||||||||||||
Basic earnings per share attributable to Corpay | $ | $ | $ | $ | ||||||||||||||||||||||
Diluted earnings per share attributable to Corpay | $ | $ | $ | $ | ||||||||||||||||||||||
11. Segments
The Company reports information about its operating segments in accordance with the authoritative guidance related to segments. During the first quarter of 2026, the Company refined its segment composition within its existing reportable segments to reflect how the Company's Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), currently organizes and manages the global business. As a result of the changes, the Company's segment structure was updated. These changes include realignment of the outsourced card processing business from Corporate Payments to Other, and enterprise clients using the spend management product for vehicle and corporate payments from Vehicle Payments to Corporate Payments. The refined composition within the Company's reportable segments aligns with how the CODM allocates resources, assesses performance and reviews financial information. The CODM uses segment operating income to make decisions regarding the allocation of resources (including financial resources and capital spending) to each segment primarily in the annual budgeting and forecasting processes and reviews budget to actual variances for segment operating income on a monthly, quarterly and annual basis to assess the performance of each segment. The presentation of segment information has been recast for the prior periods to align with the revised segment presentation. Segment results are as follows for the three and six month periods ended June 30, 2026 and 2025 (in thousands)*:
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| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||
Corporate Payments2 | Vehicle Payments1 | Lodging Payments | Other | Total | ||||||||||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||||||||
| Processing | ||||||||||||||||||||||||||||||||
| Selling | ||||||||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||||||
| Amortization | ||||||||||||||||||||||||||||||||
| Other operating, net | ( | ( | ( | |||||||||||||||||||||||||||||
| Gain on disposition, net | ||||||||||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Other expenses: | ||||||||||||||||||||||||||||||||
| Other expense, net | ||||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||
| Loss on early extinguishment of debt | ||||||||||||||||||||||||||||||||
| Total other expenses | ||||||||||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||
Corporate Payments2 | Vehicle Payments1 | Lodging Payments | Other | Total | ||||||||||||||||||||||||||||
Other segment disclosures3: | ||||||||||||||||||||||||||||||||
Capital expenditures | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||
Corporate Payments2 | Vehicle Payments1 | Lodging Payments | Other | Total | ||||||||||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||||||||
| Processing | ||||||||||||||||||||||||||||||||
| Selling | ||||||||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||||||
| Amortization | ||||||||||||||||||||||||||||||||
| Other operating, net | ( | ( | ( | |||||||||||||||||||||||||||||
Gain on disposition | ||||||||||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Other expenses: | ||||||||||||||||||||||||||||||||
Other expense, net | ||||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||
| Loss on early extinguishment of debt | ||||||||||||||||||||||||||||||||
| Total other expenses | ||||||||||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||||||||
19
| Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||
Corporate Payments2 | Vehicle Payments1 | Lodging Payments | Other | Total | ||||||||||||||||||||||||||||
Other segment disclosures3: | ||||||||||||||||||||||||||||||||
Capital expenditures | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Corporate Payments | Vehicle Payments1 | Lodging Payments | Other | Total | ||||||||||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||||||||
| Processing | ||||||||||||||||||||||||||||||||
| Selling | ||||||||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||||||
| Amortization | ||||||||||||||||||||||||||||||||
| Other operating, net | ||||||||||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Other expenses: | ||||||||||||||||||||||||||||||||
| Other income, net | ( | |||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||
| Total other expenses | ||||||||||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Corporate Payments | Vehicle Payments1 | Lodging Payments | Other | Total | ||||||||||||||||||||||||||||
Other segment disclosures3: | ||||||||||||||||||||||||||||||||
Capital expenditures | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
20
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
Corporate Payments | Vehicle Payments1 | Lodging Payments | Other | Total | ||||||||||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||||||||
| Processing | ||||||||||||||||||||||||||||||||
| Selling | ||||||||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||||||
| Amortization | ||||||||||||||||||||||||||||||||
| Other operating, net | ( | ( | ||||||||||||||||||||||||||||||
Operating income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Other expenses: | ||||||||||||||||||||||||||||||||
Other income, net | ( | |||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||
| Loss on early extinguishment of debt | ||||||||||||||||||||||||||||||||
| Total other expenses | ||||||||||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
Corporate Payments | Vehicle Payments1 | Lodging Payments | Other | Total | ||||||||||||||||||||||||||||
Other segment disclosures3: | ||||||||||||||||||||||||||||||||
Capital expenditures | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
*Columns may not calculate due to rounding. Other includes our Gift, Outsourced Card Processing and Payroll Card operating segments. Prior periods have been recast to reflect current segment presentation.
1 Results of the Company's PayByPhone business disposed of in the first quarter of 2026 are included in the Vehicle Payments segment for all periods prior to disposition. Results from Gringo acquired in the first quarter of 2025 are reported in the Vehicle Payments segment from the date of acquisition.
2 Results from Alpha acquired in the fourth quarter of 2025 are reported in the Corporate Payments segment from the date of acquisition.
12. Commitments and Contingencies
In the ordinary course of business, the Company is involved in various pending or threatened legal actions, arbitration proceedings, claims, subpoenas and matters relating to compliance with laws and regulations (collectively, "legal proceedings"). Based on our current knowledge, management presently does not believe that the liabilities arising from these legal proceedings will have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, it is possible that the ultimate resolution of these legal proceedings could have a material adverse effect on our results of operations and financial condition for any particular period.
FTC Matter
In October 2017, the Federal Trade Commission (FTC) issued a Notice of Civil Investigative Demand to the Company for the production of documentation and a request for responses to written interrogatories. After discussions with the Company, the FTC proposed in October 2019 to resolve potential claims relating to the Company’s advertising and marketing practices, principally in its U.S. direct fuel card business within its North American fuel card business. The parties reached impasse primarily related to what the Company believed were unreasonable demands for redress made by the FTC.
On December 20, 2019, the FTC filed a lawsuit in the Northern District of Georgia (the “District Court”) against the Company and Ron Clarke. See FTC v. FleetCor Technologies, Inc., No. 19-cv-05727 (N.D. Ga.). The complaint alleged the Company and
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Ron Clarke violated the FTC Act’s prohibitions on unfair and deceptive acts and practices and sought, among other things, injunctive relief, consumer redress and costs of suit. On April 22, 2021, the United States Supreme Court held unanimously in AMG Capital Management v. FTC that the FTC does not have authority under current law to seek monetary redress under Section 13(b) of the FTC Act, the provision on which the FTC had relied in this case. Following that decision, the FTC filed a parallel administrative action under Section 5 of the FTC Act on August 11, 2021, alleging the same underlying facts, and moved to stay or voluntarily dismiss the District Court case. The administrative action was stayed pending resolution of the federal court proceeding. On August 9, 2022, the District Court granted the FTC's motion for summary judgment as to liability for the Company and Ron Clarke, but granted the Company's motion for summary judgment as to the FTC's claim for monetary relief against the Company and Ron Clarke.
On June 8, 2023, the District Court issued an Order for Permanent Injunction and Other Relief. The Company appealed to the United States Court of Appeals for the Eleventh Circuit on August 3, 2023, and the FTC's parallel Section 5 administrative action remained stayed pending that appeal. On January 6, 2026, the Eleventh Circuit affirmed the judgment against the Company and affirmed the judgment against Ron Clarke except for one count, which was vacated and remanded. On May 5, 2026, the Eleventh Circuit denied the Company’s petition for en banc review.
On July 1, 2026, the FTC and the Company reached an agreement with the FTC staff on the terms of a proposed consent order that would resolve the FTC investigation, the claims in the action before the District Court, the administrative action and any other remaining issues in the case. The proposed consent order is subject to the customary approvals of the FTC Commissioners and the District Court. The Company has currently recorded a $100 million charge based on the terms of the proposed consent order.
If the proposed consent order is not approved or if there any changes to the terms of the proposed consent order during the review process, the Company could incur additional redress and/or penalties.
13. Derivative Financial Instruments and Hedging Activities
Foreign Currency Derivatives
The Company uses derivatives to facilitate cross-currency corporate payments by writing derivatives to customers within its cross-border solution. The Company also offers interest rate and commodity contracts. Derivative transactions associated with the Company's cross-border solution primarily include:
•Foreign currency forward contracts, which are commitments to buy or sell at a future date a currency at a contract price and will be settled in cash.
•Foreign currency option contracts, which give the purchaser the right, but not the obligation, to buy or sell within a specified time a currency at a contracted price that may be settled in cash.
•Foreign currency swap contracts, which are commitments to settle in cash at a future date or dates, usually on an overnight basis.
The credit risk inherent in derivative agreements represents the possibility that a loss may occur from the nonperformance of a counterparty to the agreements. Concentrations of credit and performance risk may exist with counterparties, which includes customers and banking partners, as the Company is engaged in similar activities with similar economic characteristics related to fluctuations in foreign currency rates. The Company performs a review of the credit risk of these counterparties at the inception of the contract and on an ongoing basis. The Company also monitors the concentration of its contracts with any individual counterparty against limits at the individual counterparty level. The Company anticipates that the counterparties will be able to fully satisfy their obligations under the agreements, but takes action when doubt arises about the counterparties' ability to perform. These actions may include requiring customers to post or increase collateral, and for all counterparties, if the counterparty does not perform under the term of the contract, the contract may be terminated. The Company does not designate any of its foreign exchange derivatives as hedging instruments in accordance with ASC 815, "Derivatives and Hedging."
The aggregate equivalent U.S. dollar notional amount of foreign exchange derivative customer contracts held by the Company was $163.1 billion and $123.9 billion as of June 30, 2026 and December 31, 2025, respectively. The majority of customer foreign exchange contracts are written in currencies such as the U.S. dollar, Canadian dollar, British pound, euro and Australian dollar.
The following table summarizes the fair value of derivatives reported in the Unaudited Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (in millions):
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| June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Fair Value, Gross | Fair Value, Net | ||||||||||||||||||||||||||||||||||
| Derivative Assets | Derivative Liabilities | Derivative Assets | Derivative Liabilities | ||||||||||||||||||||||||||||||||
| Derivatives - undesignated: | |||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Fair Value, Gross | Fair Value, Net | ||||||||||||||||||||||||||||||||||
| Derivative Assets | Derivative Liabilities | Derivative Assets | Derivative Liabilities | ||||||||||||||||||||||||||||||||
| Derivatives - undesignated: | |||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
The fair values of derivative assets and liabilities associated with contracts, which include netting terms that the Company believes to be enforceable, have been recorded net within prepaid expenses and other current assets, other assets, other current liabilities and other noncurrent liabilities in the Consolidated Balance Sheets. The Company receives cash from customers as collateral for trade exposures, which is recorded within cash and cash equivalents, restricted cash and customer deposits liability in the Consolidated Balance Sheets. At June 30, 2026 and December 31, 2025, the Company had received collateral of $192.2 million and $175.2 million, respectively. The customer has the right to recall their collateral in the event exposures move in their favor or below the collateral posting thresholds, they perform on all outstanding contracts and have no outstanding amounts due to the Company, or they cease to do business with the Company. The Company has trading lines with several banks, most of which require collateral to be posted if certain mark-to-market ("MTM") thresholds are exceeded. Cash collateral posted with banks is recorded within restricted cash and can be recalled in the event that exposures move in the Company’s favor or move below the collateral posting thresholds. The Company does not offset fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral. At June 30, 2026 and December 31, 2025, the Company had posted collateral of $331.4 million and $356.7 million, respectively, which was not offset against the fair value of its derivatives. Cash flows from the Company's foreign currency derivatives are classified as operating activities within the Unaudited Consolidated Statements of Cash Flows. The following table presents the fair value of the Company’s derivative assets and liabilities, as well as their classification on the accompanying Consolidated Balance Sheets, as of June 30, 2026 and December 31, 2025 (in millions):
| June 30, 2026 | December 31, 2025 | ||||||||||||||||
| Balance Sheet Classification | Fair Value | ||||||||||||||||
| Derivative Assets | $ | $ | |||||||||||||||
| Derivative Assets | $ | $ | |||||||||||||||
| Derivative Liabilities | $ | $ | |||||||||||||||
| Derivative Liabilities | $ | $ | |||||||||||||||
Cash Flow Hedges
As of June 30, 2026, the Company had the following outstanding interest rate swap derivatives that qualify as hedging instruments within designated cash flow hedges of variable interest rate risk (in millions):
| Notional Amount | Weighted Average Fixed Rate | Maturity Date | ||||||||||||
| $ | 7/31/2026 | |||||||||||||
| $ | 1/31/2027 | |||||||||||||
| $ | 7/31/2027 | |||||||||||||
| $ | 1/31/2028 | |||||||||||||
| $ | 7/31/2028 | |||||||||||||
| $ | 1/31/2029 | |||||||||||||
| $ | 7/31/2029 | |||||||||||||
The purpose of these contracts is to reduce the variability of cash flows in interest payments associated with the Company's unspecified variable rate debt, the sole source of which is due to changes in the Secured Overnight Financing Rate ("SOFR") benchmark interest rate. The Company has designated these derivative instruments as cash flow hedging instruments, which are
23
expected to be highly effective at offsetting changes in cash flows of the related underlying exposure. As a result, changes in fair value of the interest rate swaps are recorded in accumulated other comprehensive loss. For each of these swap contracts, the Company pays a fixed monthly rate and receives one month SOFR. The Company reclassified $5.5 million from accumulated other comprehensive loss resulting in an increase to interest expense, net and $7.8 million from accumulated other comprehensive loss resulting in a benefit to interest expense, net for the six months ended June 30, 2026 and 2025, respectively, related to these interest rate swap contracts. Cash flows related to the Company's interest rate swap derivatives are classified as operating activities within the Unaudited Consolidated Statements of Cash Flows, as such cash flows relate to hedged interest payments which are also recorded in operating activities.
For derivatives accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. The Company formally assesses, both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are highly effective at offsetting changes in cash flows of the related underlying exposures.
The following table presents the fair value of the Company’s interest rate swap contracts, as well as their classification on the accompanying Consolidated Balance Sheets, as of June 30, 2026 and December 31, 2025 (in millions). See Note 3 for additional information on the fair value of the Company’s swap contracts.
| June 30, 2026 | December 31, 2025 | ||||||||||||||||
| Balance Sheet Classification | Fair Value | ||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||
| Swap contracts | $ | $ | |||||||||||||||
| Swap contracts | Other assets | $ | $ | ||||||||||||||
| Swap contracts | Other current liabilities | $ | $ | ||||||||||||||
| Swap contracts | $ | $ | |||||||||||||||
As of June 30, 2026, the estimated amount of net losses recognized in accumulated other comprehensive loss that are expected to be reclassified into earnings as a benefit to interest expense, net within the next 12 months is approximately $3.0 million.
Net Investment Hedges
The Company enters into cross-currency interest rate swaps that are designated as net investment hedges of our investments in foreign-denominated operations. Such contracts effectively convert the U.S. dollar equivalent notional amounts to obligations denominated in the respective foreign currency and partially offset the impact of changes in currency rates on such foreign-denominated net investments. These contracts also create a positive interest differential on the U.S. dollar-denominated portion of the swaps, resulting in interest rate savings on the USD notional.
On May 20, 2026 the Company modified its Euro-denominated net investment hedge through a "blend and extend" arrangement, resulting in an other-than-insignificant financing of the corresponding $51.3 million MTM liability over a one-year term where the Company will receive a new annual 1.33 % fixed-rate interest coupon.
At June 30, 2026, the Company had the following cross-currency interest rate swaps designated as net investment hedges of our investments in foreign-denominated operations:
U.S. dollar equivalent notional (in millions) | Fixed Rates | Maturity Date | ||||||||||||||||||
Euro (EUR) | $ | 5/20/2027 | ||||||||||||||||||
Canadian Dollar (CAD) | $ | 1/24/2028 | ||||||||||||||||||
British Pound (GBP) | $ | 5/8/2028 | ||||||||||||||||||
Hedge effectiveness is tested based on changes in the fair value of the cross-currency swaps due to changes in the USD/foreign currency spot rates. The Company anticipates perfect effectiveness of the designated hedging relationships and records changes in the fair value of the cross-currency interest rate swaps associated with changes in the spot rate through accumulated other comprehensive loss. Excluded components associated with the forward differential are recognized directly in earnings as interest expense, net. The Company recognized a benefit of $11.1 million and $11.9 million in interest expense, net for the six months ended June 30, 2026 and 2025, respectively, related to these excluded components. Upon settlement, cash flows attributable to derivatives designated as net investment hedges are classified as investing activities in the Unaudited Consolidated Statements of Cash Flows unless they contain an other-than-insignificant financing, in which case they are classified as financing activities.
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The following table presents the fair value of the Company’s cross-currency interest rate swaps designated as net investment hedges, as well as their classification on the accompanying Consolidated Balance Sheets, as of June 30, 2026 and December 31, 2025 (in millions).
| June 30, 2026 | December 31, 2025 | ||||||||||||||||
| Balance Sheet Classification | Fair Value | ||||||||||||||||
| Cross-currency interest rate swaps designated as net investment hedges: | |||||||||||||||||
Net investment hedge | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
Net investment hedge | Other current liabilities | $ | $ | ||||||||||||||
Net investment hedge | Other noncurrent liabilities | $ | $ | ||||||||||||||
As of June 30, 2026, the estimated net amount of the existing benefit related to the Company's cross-currency interest rate swaps designated as net investment hedges that is expected to be reclassified into earnings as a reduction to interest expense, net within the next 12 months is approximately $16.7 million.
14. Accumulated Other Comprehensive Loss (AOCL)
The changes in the components of AOCL, net of tax and noncontrolling interest, for the six months ended June 30, 2026 and 2025 are as follows (in thousands):
| June 30, 2026 | ||||||||||||||||||||
| Cumulative Foreign Currency Translation | Unrealized (Losses) Gains on Derivative Instruments | Total Accumulated Other Comprehensive Loss Attributable to Corpay | ||||||||||||||||||
| Balance at December 31, 2025 | $ | ( | $ | ( | $ | ( | ||||||||||||||
Other comprehensive (loss) income before reclassifications | ( | |||||||||||||||||||
| Amounts reclassified from AOCL | ||||||||||||||||||||
| Tax effect | ( | ( | ||||||||||||||||||
Other comprehensive (loss) income, net of tax | ( | |||||||||||||||||||
| Balance at June 30, 2026 | $ | ( | $ | ( | $ | ( | ||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||||
| Cumulative Foreign Currency Translation | Unrealized Gains (Losses) on Derivative Instruments | Total Accumulated Other Comprehensive Loss Attributable to Corpay | ||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | ( | $ | $ | ( | |||||||||||||||||||||
Other comprehensive income (loss) before reclassifications | ( | |||||||||||||||||||||||||
| Amounts reclassified from AOCL | ( | ( | ||||||||||||||||||||||||
| Tax effect | ||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax | ( | |||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
Amounts reclassified from AOCL that relate to foreign currency translation during the six months ended June 30, 2026 are related to the Company's PayByPhone business disposed of during the first quarter of 2026. See Note 15 for further information. Income tax effects are released from accumulated other comprehensive loss to retained earnings, when applicable, on an individual item basis as those items are reclassified into income. Other comprehensive loss attributable to the Company's noncontrolling interest, which are not included in the tables above, for the six months ended June 30, 2026 and 2025 consisted of foreign currency translation gains of $2.3 million and $3.5 million, respectively.
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15. Dispositions
PayByPhone Disposition
In February 2026, the Company signed a definitive agreement to sell PayByPhone, a mobile parking payments business within its Vehicle Payments segment (the "disposal group"), to a third party. The transaction was completed on March 31, 2026. The Company determined that the disposal group met all of the required criteria to be classified as held for sale during the first quarter of 2026.
The disposal group's fair value, based upon the sales price less costs to sell, exceeded its carrying value. As such, the related assets and liabilities were recorded at their carrying value and classified as held for sale prior to the completion of the transaction. In determining the carrying value of the disposal group, which represents one of the Company's reporting units, goodwill of approximately $214.5 million was included within the disposal group.
The Company received total proceeds, net of cash disposed, of approximately $421.7 million, which have been recorded within investing activities in the accompanying Unaudited Consolidated Statements of Cash Flows. In connection with the sale, the Company recorded a pre-tax net gain on disposal of $122.9 million during the six months ended June 30, 2026, which represents the proceeds received less the derecognition of the related net assets and the reclassification of accumulated foreign currency translation gains. The pre-tax net gain is included within the gain on disposition, net financial statement line in the accompanying Unaudited Consolidated Statements of Income.
Maintenance Disposition
In June 2026, the Company signed a definitive agreement to sell its Maintenance business to a third party. The transaction is expected to be completed later this year, pending U.K. and Australian regulatory approval. The Company determined that the Maintenance disposal group met all of the required criteria to be classified as held for sale during the second quarter of 2026.
The disposal group's fair value, based upon the sales price less costs to sell, exceeded its carrying value. As such, the related assets and liabilities were recorded at their carrying value and classified as held for sale prior to the completion of the transaction in the prepaid expenses and other current assets of $326.3 million and other current liabilities of $59.7 million in the Company's Unaudited Consolidated Balance Sheets. In determining the carrying value of the disposal group, which represents one of the Company's reporting units, goodwill of approximately $194.3 million is included within the disposal group.
The Company expects to receive approximately £600 million (approximately $800 million), before cash acquired, in exchange for the business and will record such proceeds once received within investing activities in the accompanying Unaudited Consolidated Statements of Cash Flows. In connection with the sale, the Company anticipates a pre-tax net gain on ultimate disposal between approximately $460 million and $515 million, which will be included within gain on disposition, net in the accompanying Unaudited Consolidated Statements of Income. The final gain or loss upon completion of the sale may materially differ from the amount currently estimated due to purchase price adjustments, transaction costs, and foreign currency fluctuations.
Periodically, the Company uses foreign currency derivatives including foreign currency forward contracts to manage its exposure to fluctuations in exchange rates. While these derivatives are hedging the fluctuations in foreign currencies, they do not meet the requirements to be accounted for as hedging instruments. As a result, the changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.
In this regard, the Company, through its cross-border payments solution, entered into an undesignated foreign currency forward contract to convert £400 million of the anticipated proceeds to U.S. dollars, related to the expected proceeds from the sale of its Maintenance business. This foreign currency forward contract is fixed at a rate of £1 GBP to $1.3215 USD and has a term of three months , aligned with the expected closing of the transaction. The purpose of this contract is to reduce the variability of cash flows from the U.S. dollar proceeds of the sale, the sole source of which is due to changes in GBP to USD foreign exchange rates. As of June 30, 2026, the total notional amount of our outstanding undesignated foreign currency forward contracts was £400 million, or $528.6 million, with a maturity of three months .
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and related notes appearing elsewhere in this report. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences include, but are not limited to, those identified below and those described in Item 1A "Risk Factors" appearing in our Annual Report on Form 10-K for the year ended December 31, 2025. All foreign currency amounts that have been converted into U.S. dollars in this discussion are based on the exchange rate as reported by Oanda for the applicable periods.
The following discussion and analysis of our financial condition and results of operations generally discusses the three and six months ended June 30, 2026 and 2025, with period-over-period comparisons between these periods. A detailed discussion of 2025 items and period-over-period comparisons between the three and six months ended June 30, 2025 and 2024 that are not included in this Quarterly Report on Form 10-Q can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Executive Overview
Corpay is a global corporate payments and spend management company that helps businesses simplify, automate and control the way they make payments and optimize commercial payment workflows. Corpay provides a broad suite of payment and spend management solutions, including accounts payable automation and cross-border payment and foreign exchange risk management solutions (including foreign exchange spot, forward and option transactions), commercial card programs (e.g., purchasing cards, business cards and virtual cards), vehicle payment solutions (e.g., fuel cards, toll payments and related services) and lodging payment solutions (e.g., hotel and extended stay bookings). This results in our customers saving time and ultimately spending less.
We estimate that businesses spend approximately $145 trillion annually in transactions with other businesses. In many instances, businesses continue to rely on fragmented systems and manual processes to approve, execute and reconcile payments and manage spending across their organizations. These challenges can result in operational inefficiencies, limited visibility into spending, increased fraud risk, manual reconciliation efforts, higher administrative costs and less informed financial decision-making.
Our integrated payment and spend management solutions provide meaningful advantages over traditional payment methods, including cash, paper checks, general purpose credit cards and manual employee reimbursement processes.
Corpay has been a member of the S&P 500 since 2018 and trades on the New York Stock Exchange under the ticker CPAY.
Impact of Economic Environment on Our Business
Some of the countries where we operate, and other countries where we will seek to operate, have undergone significant political, economic and social change and events in recent periods. Adverse global macroeconomic conditions, including but not limited to recessions or economic downturns, inflation, changing interest rates, currency fluctuations, economic sanctions (including tariffs), regional or domestic hostilities and the prospect or occurrence of more widespread conflicts, a slowdown of global trade, or reduced consumer spending, could have a material adverse impact on our business, results of operations and financial condition.
We are actively monitoring the changes and events and assessing the impact on our business. The extent, severity, duration and outcome of market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time. Measures such as sanctions and tariffs may adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations. We cannot predict the scope of macroeconomic factors because these measures are complex and evolving. Any such disruptions may also magnify the impact of other risks described in our Annual Report on Form 10-K.
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Results
Revenues, net, Net Income Attributable to Corpay and Net Income Per Diluted Share Attributable to Corpay. Set forth below are revenues, net, net income attributable to Corpay and net income per diluted share attributable to Corpay for the three and six months ended June 30, 2026 and 2025, (in millions, except per share amounts).
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenues, net | $ | 1,338.8 | $ | 1,102.0 | $ | 2,599.8 | $ | 2,107.7 | ||||||||||||||||||
Net income attributable to Corpay | $ | 248.3 | $ | 284.2 | $ | 598.4 | $ | 527.4 | ||||||||||||||||||
Net income per diluted share attributable to Corpay1 | $ | 3.70 | $ | 3.98 | $ | 8.79 | $ | 7.38 | ||||||||||||||||||
1 For 2026, diluted earnings per share amounts are determined under the two-class method | ||||||||||||||||||||||||||
Adjusted Net Income Attributable to Corpay, Adjusted Net Income Per Diluted Share Attributable to Corpay, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin. Set forth below are adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin for the three and six months ended June 30, 2026 and 2025 (in millions, except per share amounts and percentages).
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Adjusted net income attributable to Corpay | $ | 464.4 | $ | 366.4 | $ | 861.6 | $ | 689.3 | ||||||||||||||||||
Adjusted net income per diluted share attributable to Corpay | $ | 7.00 | $ | 5.13 | $ | 12.80 | $ | 9.64 | ||||||||||||||||||
| EBITDA | $ | 689.4 | $ | 570.7 | $ | 1,326.3 | $ | 1,090.0 | ||||||||||||||||||
Adjusted EBITDA | $ | 767.2 | $ | 620.6 | $ | 1,455.8 | $ | 1,176.0 | ||||||||||||||||||
Adjusted EBITDA margin | 57.3 | % | 56.3 | % | 56.0 | % | 55.8 | % | ||||||||||||||||||
Adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin are supplemental non-GAAP financial measures of operating performance. See the heading entitled "Management’s Use of Non-GAAP Financial Measures" for more information and a reconciliation of the non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with U.S. generally accepted accounting principles, or GAAP. We use adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin to eliminate the effect of items that we do not consider indicative of our core operating performance on a consistent basis. These non-GAAP measures are presented solely to permit investors to more fully understand how our management assesses underlying performance and are not, and should not be viewed as, a substitute for GAAP measures, and should be viewed in conjunction with our GAAP financial measures.
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Sources of Revenue
Corpay offers a variety of payment solutions that simplify, automate, secure, digitize and effectively control the way businesses and consumers manage and pay their expenses. We provide our payment solutions to our business, merchant, consumer and payment network customers in more than 200 countries around the world today, although we operate primarily in three geographies, with approximately 76% of our business in the U.S., Brazil and the U.K. Our customers may include commercial businesses (obtained through direct and indirect channels) and partners for whom we manage payment programs, as well as consumers.
We report information about our operating segments in accordance with the authoritative guidance related to segments. During the first quarter of 2026, the Company refined its segment composition within its existing reportable segments to reflect how our Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), organizes and manages the global business. We manage and report our operating results through the following three reportable segments: Corporate Payments, Vehicle Payments and Lodging Payments. The remaining results are included within Other, which includes our Gift, Outsourced Card Processing and Payroll Card businesses. The refined composition within these reportable segments align with how the CODM allocates resources, assesses performance and reviews financial information. The presentation of segment information has been recast for the prior periods to align with the revised segment presentation.
Our revenue is generally reported net of the cost for underlying products and services purchased. In this report, we refer to this net revenue as “revenue" or "revenues, net." See “Results of Operations” for additional segment information.
Revenues, net, by Segment. During the first quarter of 2026, we refined our segment composition within our existing reportable segments to reflect how our CODM currently organizes and manages the global business. As a result of the changes, our segment structure was updated. These changes include realignment of our outsourced card processing business from Corporate Payments to Other, and enterprise clients using our spend management product for vehicle and corporate payments from Vehicle Payments to Corporate Payments. The refined composition within our reportable segments aligns with how the CODM allocates resources, assesses performance and reviews financial information. Prior periods have been recast to conform with current segment presentation. For the three and six months ended June 30, 2026 and 2025, our segments generated the following revenues, net (in millions, except percentages).
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
Revenues by Segment* | Revenues, net | % of Total Revenues, net | Revenues, net | % of Total Revenues, net | Revenues, net | % of Total Revenues, net | Revenues, net | % of Total Revenues, net | ||||||||||||||||||||||||||||||||||||||||||
Corporate Payments | $ | 548.7 | 41 | % | $ | 387.3 | 35 | % | $ | 1,052.6 | 40 | % | $ | 732.4 | 35 | % | ||||||||||||||||||||||||||||||||||
Vehicle Payments | 580.2 | 43 | % | 512.0 | 46 | % | 1,144.1 | 44 | % | 986.3 | 47 | % | ||||||||||||||||||||||||||||||||||||||
| Lodging Payments | 123.2 | 9 | % | 119.8 | 11 | % | 234.2 | 9 | % | 230.0 | 11 | % | ||||||||||||||||||||||||||||||||||||||
| Other | 86.7 | 6 | % | 82.9 | 8 | % | 168.9 | 6 | % | 159.0 | 8 | % | ||||||||||||||||||||||||||||||||||||||
| Consolidated revenues, net | $ | 1,338.8 | 100 | % | $ | 1,102.0 | 100 | % | $ | 2,599.8 | 100 | % | $ | 2,107.7 | 100 | % | ||||||||||||||||||||||||||||||||||
*Columns may not calculate due to rounding. Other includes our Gift, Outsourced Card Processing and Payroll Card businesses.
In our Corporate Payments segment, our payables business primarily earns revenue from the difference between the amount charged to the customer and the amount paid to the third party for a given transaction, as interchange or spread revenue. Our programs may also charge fixed fees for access to the network and ancillary services provided. Revenues from risk management products and foreign exchange payment services are primarily comprised of the difference between the exchange rate we set for the customer and the rate available in the wholesale foreign exchange market. In our cross-border payments business, our revenue is from exchanges of currency at spot rates, which enables customers to make cross-currency payments. Our cross-border payments business also derives revenue from our risk management business, which aggregates foreign currency exposures arising from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. We also generate float revenue earned on invested customer funds in jurisdictions where permitted.
We generate revenue in our Vehicle Payments segment through a variety of program fees, including transaction fees, card fees, network fees and charges, as well as from interchange. These fees may be charged as fixed amounts, costs plus a mark-up, based on a percentage of the transaction purchase amounts, or a combination thereof. Our programs also include other fees and charges associated with late payments and based on customer credit risk. We also generate float revenue earned on invested customer funds in jurisdictions where permitted.
In our Lodging Payments segment, we primarily earn revenue from the difference between the amount charged to the customer and the amount paid to the hotel for a given transaction or based on commissions paid by hotels. We may also charge fees for access to the network and ancillary services provided.
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The remaining revenues represent other solutions in our Gift, Outsourced Card Processing and Payroll Card businesses, referred to as Other. In these businesses, we primarily earn revenue from the processing of transactions. We may also charge fees for ancillary services provided.
Revenues, net, by Geography. Revenues, net by geography for the three and six months ended June 30, 2026 and 2025, were as follows (in millions, except percentages):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
Revenues by Geography* | Revenues, net | % of Total Revenues, net | Revenues, net | % of Total Revenues, net | Revenues, net | % of Total Revenues, net | Revenues, net | % of Total Revenues, net | ||||||||||||||||||||||||||||||||||||||||||
United States | $ | 600.2 | 45 | % | $ | 541.4 | 49 | % | $ | 1,143.7 | 44 | % | $ | 1,048.7 | 50 | % | ||||||||||||||||||||||||||||||||||
Brazil | 217.2 | 16 | % | 170.3 | 15 | % | 428.4 | 16 | % | 332.8 | 16 | % | ||||||||||||||||||||||||||||||||||||||
United Kingdom | 202.2 | 15 | % | 148.2 | 13 | % | 407.0 | 16 | % | 294.2 | 14 | % | ||||||||||||||||||||||||||||||||||||||
Other | 319.2 | 24 | % | 242.2 | 22 | % | 620.8 | 24 | % | 432.0 | 20 | % | ||||||||||||||||||||||||||||||||||||||
| Consolidated revenues, net | $ | 1,338.8 | 100 | % | $ | 1,102.0 | 100 | % | $ | 2,599.8 | 100 | % | $ | 2,107.7 | 100 | % | ||||||||||||||||||||||||||||||||||
*Columns may not calculate due to rounding.
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Revenues, net by Key Performance Metric and Organic Growth. Revenues, net by key performance metric and organic growth by segment for the three months ended June 30, 2026 and 2025, were as follows (in millions, except revenues, net per key performance indicator, and percentages)*:
| As Reported | Pro Forma and Macro Adjusted1 | ||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | Change | % Change | 2026 | 2025 | Change | % Change | |||||||||||||||||||||||||||||||||||||||
CORPORATE PAYMENTS2 | |||||||||||||||||||||||||||||||||||||||||||||||
| - Revenues, net | $548.7 | $387.3 | $161.4 | 42% | $538.1 | $465.5 | $72.6 | 16% | |||||||||||||||||||||||||||||||||||||||
| - Spend volume | $94,635 | $55,673 | $38,962 | 70% | $94,635 | $66,238 | $28,397 | 43% | |||||||||||||||||||||||||||||||||||||||
| - Revenue, net per spend $ | 0.58% | 0.70% | (0.12)% | (17)% | 0.57% | 0.70% | (0.13)% | (19)% | |||||||||||||||||||||||||||||||||||||||
| VEHICLE PAYMENTS | |||||||||||||||||||||||||||||||||||||||||||||||
| - Revenues, net | $580.2 | $512.0 | $68.2 | 13% | $523.5 | $484.3 | $39.1 | 8% | |||||||||||||||||||||||||||||||||||||||
| - Transactions | 147.6 | 207.3 | (59.7) | (29)% | 147.1 | 136.3 | 10.9 | 8% | |||||||||||||||||||||||||||||||||||||||
| - Revenues, net per transaction | $3.93 | $2.47 | $1.46 | 59% | $3.56 | $3.55 | $0.00 | —% | |||||||||||||||||||||||||||||||||||||||
'- Tag transactions3 | 23.9 | 22.8 | 1.1 | 5% | 23.9 | 22.8 | 1.1 | 5% | |||||||||||||||||||||||||||||||||||||||
'- Parking transactions4 | — | 67.8 | (67.8) | (100)% | — | — | — | —% | |||||||||||||||||||||||||||||||||||||||
| - Fleet transactions | 100.8 | 101.6 | (0.8) | (1)% | 100.3 | 98.4 | 1.9 | 2% | |||||||||||||||||||||||||||||||||||||||
| - Other transactions | 22.9 | 15.1 | 7.8 | 52% | 22.9 | 15.1 | 7.8 | 52% | |||||||||||||||||||||||||||||||||||||||
| LODGING PAYMENTS | |||||||||||||||||||||||||||||||||||||||||||||||
| - Revenues, net | $123.2 | $119.8 | $3.4 | 3% | $122.5 | $119.8 | $2.7 | 2% | |||||||||||||||||||||||||||||||||||||||
| - Room nights | 7.5 | 8.7 | (1.1) | (13)% | 7.5 | 8.7 | (1.1) | (13)% | |||||||||||||||||||||||||||||||||||||||
| - Revenues, net per room night | $16.34 | $13.84 | $2.50 | 18% | $16.24 | $13.84 | $2.40 | 17% | |||||||||||||||||||||||||||||||||||||||
OTHER5 | |||||||||||||||||||||||||||||||||||||||||||||||
| - Revenues, net | $86.7 | $82.9 | $3.8 | 5% | $86.7 | $82.9 | $3.8 | 5% | |||||||||||||||||||||||||||||||||||||||
| - Transactions | 450.4 | 420.1 | 30.3 | 7% | 450.4 | 420.1 | 30.3 | 7% | |||||||||||||||||||||||||||||||||||||||
| - Revenues, net per transaction | $0.19 | $0.20 | $— | (2)% | $0.19 | $0.20 | $— | (2)% | |||||||||||||||||||||||||||||||||||||||
| CORPAY CONSOLIDATED REVENUES, NET | |||||||||||||||||||||||||||||||||||||||||||||||
| - Revenues, net | $1,338.8 | $1,102.0 | $236.8 | 21% | $1,270.7 | $1,152.5 | $118.2 | 10% | |||||||||||||||||||||||||||||||||||||||
1 See heading entitled "Management's Use of Non-GAAP Financial Measures" for a reconciliation of pro forma and macro adjusted revenue by product and metric non-GAAP measures to the comparable financial measure calculated in accordance with GAAP. The calculated change represents organic growth rate. | ||
2 Corporate payments revenue per spend dollar decreased over the comparable prior period due to new payables and cross-border enterprise clients. | ||
3 Represents total tag subscription transactions in the period. Average monthly tag subscriptions for the second quarter of 2026 is 8.0 million. | ||
4 Parking transactions relates to PayByPhone, a mobile parking payments business within our Vehicle Payments segment, which we sold to a third party in March 2026. | ||
5 Other includes Gift, Outsourced Card Processing and Payroll Card operating segments. | ||
| * Columns may not calculate due to rounding. | ||
Revenue per relevant key performance indicator (KPI), which may include transactions, spend volume, room nights, or other metrics, is derived from the various revenue types as discussed above and can vary based on geography, the relevant merchant relationship, the payment product utilized and the types of products or services purchased, the mix of which would be influenced by our acquisitions, organic growth in our business and the overall macroeconomic environment, including fluctuations in foreign currency exchange rates, fuel prices and fuel price spreads. Relevant KPI is derived by broad product type and may differ from how we describe the business. Revenue per KPI per customer may change as the level of services we provide to a customer increases or decreases, as mix of customer size shifts, as macroeconomic factors change and as adjustments are made to merchant and customer rates. See “Results of Operations” for further discussion of transaction volumes and revenue per transaction.
Organic revenue growth is a supplemental non-GAAP financial measure of operating performance. Organic revenue growth is calculated as revenue growth in the current period adjusted for the impact of changes in the macroeconomic environment (to include fuel price, fuel price spreads and changes in foreign exchange rates) over revenue in the comparable prior period adjusted to include or remove the impact of acquisitions and/or divestitures and non-recurring items that have occurred subsequent to that period. See the heading entitled "Management’s Use of Non-GAAP Financial Measures" for more information and a reconciliation of the non-GAAP financial measure to the most directly comparable financial measure
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calculated in accordance with GAAP. We believe that organic revenue growth on a macro-neutral and consistent acquisition/divestiture/non-recurring item basis is useful to investors for understanding the performance of Corpay.
Sources of Expenses
We routinely incur expenses in the following categories:
•Processing—Our processing expense consists of expenses related to processing transactions, servicing our customers and merchants, credit losses and cost of goods sold related to our hardware and card sales in certain businesses.
•Selling—Our selling expenses consist primarily of wages, benefits, sales commissions (other than merchant commissions) and related expenses for our sales, marketing and account management personnel and activities.
•General and administrative—Our general and administrative expenses include compensation and related expenses (including stock-based compensation and bonuses) for our employees, finance and accounting, information technology, human resources, legal and other administrative personnel. Also included are facilities expenses, third-party professional services fees, travel and entertainment expenses and other corporate-level expenses.
•Depreciation and amortization—Our depreciation expenses include depreciation of property and equipment, consisting of computer hardware and software (including proprietary software development amortization expense), card-reading equipment, furniture, fixtures, vehicles and buildings and leasehold improvements related to office space. Our amortization expenses include amortization of intangible assets related to customer and vendor relationships, trade names and trademarks, software and non-compete agreements. We are amortizing intangible assets related to business acquisitions and certain private label contracts associated with the purchase of accounts receivable.
•Other operating, net—Our other operating, net includes other operating expenses and income items that do not relate to our core operations or that occur infrequently.
•Other expense (income), net—Our other expense (income), net includes gains or losses from the following: foreign currency transactions, extinguishment of debt and investments. This category also includes other miscellaneous non-operating costs and revenue. Certain of these items may be presented separately on the Unaudited Consolidated Statements of Income.
•Interest expense, net—Our interest expense, net includes interest expense on our outstanding debt, interest income on cash balances and interest on our interest rate and cross-currency swaps.
•Provision for income taxes—Our provision for income taxes consists of corporate income taxes related primarily to profits resulting from the sale of our products and services on a global basis.
Factors and Trends Impacting our Business
We believe that the following factors and trends are important in understanding our financial performance:
•Global economic conditions—Our results of operations are materially affected by conditions in the economy generally, in North America, Brazil, the U.K. and in other locations internationally. Factors affected by the economy include our transaction volumes, the credit risk of our customers and changes in tax laws across the globe. These factors affected our businesses in each of our segments.
•Foreign currency changes—Our results of operations are significantly impacted by changes in foreign currency exchange rates; namely, by movements of the Australian dollar, Brazilian real, British pound, Canadian dollar, Czech koruna, euro, Mexican peso, and New Zealand dollar, relative to the U.S. dollar. Approximately 44% and 50% of our revenues in the six months ended June 30, 2026 and 2025, respectively, were derived in U.S. dollars and were not affected by foreign currency exchange rates. See "Results of Operations" for information related to foreign currency impact on our total revenues, net.
Our cross-border foreign risk management business aggregates foreign currency exposures arising from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. These contracts are subject to counterparty credit risk and liquidity risk from collateral calls.
We further manage the impact of economic changes in the value of certain foreign-denominated net assets by utilizing cross currency interest rate swaps. See "Liquidity and capital resources" below for information regarding our cross currency interest rate swaps.
•Fuel price volatility—Our Vehicle Payments customers use our products and services primarily in connection with the purchase of fuel. Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility. A change in retail fuel prices could cause a decrease or increase in our revenue from several sources, including fees paid to us based on a percentage of each customer’s total purchase. Changes in the absolute price of fuel may also impact
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unpaid account balances and the late fees and charges based on these amounts. We estimate approximately 6% and 8% of revenues, net were directly impacted by changes in fuel price in the six months ended June 30, 2026 and 2025, respectively. See "Results of Operations" for information related to the fuel price impact on our total revenues, net.
•Fuel-price spread volatility—A portion of our revenue involves transactions where we derive revenue from fuel price spreads, which is the difference between the price charged to a fleet customer for a transaction and the price paid to the merchant for the same transaction. In these transactions, the price paid to the merchant is based on the wholesale cost of fuel. The merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting fuel prices. The fuel price that we charge to our customer is dependent on several factors including, among others, the fuel price paid to the merchant, posted retail fuel prices and competitive fuel prices. We experience fuel price spread contraction when the merchant’s wholesale cost of fuel increases at a faster rate than the fuel price we charge to our customers, or the fuel price we charge to our customers decreases at a faster rate than the merchant’s wholesale cost of fuel. The inverse of these situations produces fuel price spread expansion. We estimate approximately 5% and 4% of revenues, net were directly impacted by fuel price spreads in the six months ended June 30, 2026 and 2025, respectively. See "Results of Operations" for information related to the fuel price spread impact on our total revenues, net.
•Acquisitions—Since 2002, we have completed over 100 acquisitions of companies and commercial account portfolios. Acquisitions have been an important part of our growth strategy, and it is our intention to continue to seek opportunities to increase our customer base and diversify our service offering through further strategic acquisitions. The impact of acquisitions has, and may continue to have, a significant impact on our results of operations and may make it difficult to compare our results between periods.
•Interest rates— We are exposed to market risk changes in interest rates on our debt, particularly in rising interest rate environments, which is partially offset by incremental interest income earned on cash and restricted cash. As of June 30, 2026, we have a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.0 billion. The objective of these contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with variable rate debt, the sole source of which is due to changes in SOFR benchmark interest rate.
See "Liquidity and capital resources" section below for additional information regarding our derivatives.
•Expenses—Over the long term, we expect that our expenses will decrease as a percentage of revenues as our revenues increase, except for expenses related to transaction volume processed. To support our expected revenue growth, we plan to continue to incur additional sales and marketing expense by investing in our direct marketing, third-party agents, internet marketing, telemarketing and field sales force.
•Income Taxes—We pay income taxes in various taxing jurisdictions, including the U.S., most U.S. states and many non-U.S. jurisdictions. The tax rates in non-U.S. taxing jurisdictions are different than the U.S. tax rate. Consequently, as our earnings fluctuate between taxing jurisdictions, our effective tax rate fluctuates. Our effective tax rate is also subject to fluctuations driven by the impact of discrete tax items.
On July 4, 2025, the "One Big Beautiful Bill Act" ("OBBBA") was enacted in the U.S. The OBBBA includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates beginning in 2025.
Foreign jurisdictions in which we operate enacted local legislation formally adopting the Global Anti-Base Erosion Model Rules ("Pillar Two"), which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development ("OECD") Pillar Two Framework. The Group of Seven (G7) countries have agreed that U.S. Multi-National Entities (“MNEs”) should be excluded from certain aspects of the Pillar Two global minimum tax rules in exchange for the U.S. not imposing retaliatory taxes. On January 5, 2026, the OECD released additional guidance and announced the Side-by-Side package which introduces simplifications and new safe harbors for U.S. MNEs.
The OBBBA and Pillar Two directive did not have a material effect on our consolidated financial statements for the three and six months ended June 30, 2026, and we are continuing to evaluate the potential effects on future periods.
Acquisitions, Investments and Dispositions
2026
•In March 2026, we sold PayByPhone, a mobile parking payments business within our Vehicle Payments segment, to a third party. We received total proceeds, net of cash disposed, of approximately $421.7 million. In connection with the sale, we recorded a pre-tax net gain on disposal of $122.9 million during the six months ended June 30, 2026, which
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represents the proceeds received less the derecognition of the related net assets and the reclassification of accumulated foreign currency translation gains.
•In June 2026, we signed a definitive agreement to sell our Maintenance business to a third party for approximately £600 million (approximately $800 million). The transaction is expected to be completed in the second half of 2026, pending U.K. and Australian regulatory approval. We determined that the Maintenance disposal group met all of the required criteria to be classified as held for sale during the second quarter of 2026 and as such, all related assets and liabilities were classified as current on our Unaudited Consolidated Balance Sheets as of June 30, 2026.
2025
•In February 2025, we acquired 100% of Gringo, a leading Brazil-based vehicle registration and compliance payment company, for approximately $153.7 million, net of cash of approximately $10.2 million. Immediately prior to the acquisition, the Company infused capital equal to the purchase price into Zapay, one of our less than wholly owned subsidiaries, in order for Zapay to complete the acquisition of Gringo. As a result of the capital infusion, our controlling interest in Zapay increased to approximately 86%. This transaction, which was accounted for separately from the business acquisition, was recorded as an equity transaction. Gringo's digital app and national network help drivers in Brazil pay vehicle taxes, registration and fines. Results from Gringo are reported in our Vehicle Payments segment.
•In April 2025, we expanded our long-standing strategic partnership agreement with Mastercard to deliver an enhanced suite of corporate cross-border payment solutions. The transaction also includes an investment in our cross-border payments business with Mastercard acquiring a 2.3% interest for $300 million. The investment into our cross-border payments business closed on December 1, 2025. Mastercard has the right to sell, or put, its interest back to us for six months starting on August 1, 2027. If Mastercard does not exercise that right, we will have a reciprocal repurchase right, or call, for six months starting on May 1, 2028. In each case, the purchase price is the $300 million of invested capital plus 8% per annum, compounded annually.
•In May 2025, we formed a limited partnership with TPG that, through its wholly owned subsidiaries, entered into a definitive agreement to acquire AvidXchange Holdings, Inc (“AvidXchange”). AvidXchange is a provider of AP automation solutions to lower middle market companies with a focus on several verticals including real estate, homeowners associations, financial institutions and media. The transaction was completed in October 2025.
In October 2025, we invested approximately $578 million for approximately 35% of the equity in the limited partnership with TPG for an enterprise valuation of approximately $1.9 billion. The limited partnership utilized approximately $450 million of debt financing to consummate the transaction. TPG holds approximately 56% of the equity in the limited partnership, and the management team of AvidXchange holds the remainder. In addition to other terms, the limited partnership agreement provides that, 33 months after the closing we will have the right to acquire all the remaining outstanding equity in the limited partnership for approximately 2.5 times invested capital. If we do not exercise such right to acquire all of the remaining outstanding equity of the limited partnership and TPG decides to sell the limited partnership to a third party within a period of 15 months thereafter, we are required to guarantee a return to our partners, subject to certain limitations, of approximately 1.6 times invested capital (the minimum return). If the partnership sells AvidXchange in 2029 for an approximately similar valuation as at acquisition, there will be no requirement to pay any minimum return.
•On October 31, 2025, we completed the acquisition of all of the ordinary shares of Alpha Group International plc ("Alpha"), a leading provider of B2B cross-border foreign exchange solutions to corporations and investment funds in the U.K. and Europe, for £42.50 in cash for each Alpha share, resulting in an aggregate purchase price of approximately £1.8 billion, or $2.4 billion. The aggregate cash consideration paid in the transaction was funded with borrowings under the Company's Credit Facility (as defined below). Results from the Alpha acquisition have been included in our Corporate Payments segment from the date of acquisition, October 31, 2025.
•In July 2025, we announced the divestiture of our BP private label fuel card portfolio for approximately $60 million. Revenues generated from the portfolio are included in our Vehicle Payments segment. The transaction closed in October 2025.
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Results of Operations
Three months ended June 30, 2026 compared to the three months ended June 30, 2025
The following table sets forth selected Unaudited Consolidated Statements of Income for the three months ended June 30, 2026 and 2025 (in millions, except percentages)*.
| (Unaudited) | Three Months Ended June 30, 2026 | % of Total Revenues, net | Three Months Ended June 30, 2025 | % of Total Revenues, net | Increase (decrease) | % Change | ||||||||||||||||||||||||||||||||
| Revenues, net: | ||||||||||||||||||||||||||||||||||||||
| Corporate Payments | $ | 548.7 | 41.0 | % | $ | 387.3 | 35.1 | % | $ | 161.4 | 41.7 | % | ||||||||||||||||||||||||||
| Vehicle Payments | 580.2 | 43.3 | % | 512.0 | 46.5 | % | 68.2 | 13.3 | % | |||||||||||||||||||||||||||||
| Lodging Payments | 123.2 | 9.2 | % | 119.8 | 10.9 | % | 3.4 | 2.8 | % | |||||||||||||||||||||||||||||
| Other | 86.7 | 6.5 | % | 82.9 | 7.5 | % | 3.8 | 4.6 | % | |||||||||||||||||||||||||||||
| Total revenues, net | 1,338.8 | 100.0 | % | 1,102.0 | 100.0 | % | 236.8 | 21.5 | % | |||||||||||||||||||||||||||||
| Consolidated operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Processing | 275.2 | 20.6 | % | 238.5 | 21.6 | % | 36.6 | 15.4 | % | |||||||||||||||||||||||||||||
| Selling | 150.6 | 11.2 | % | 115.8 | 10.5 | % | 34.8 | 30.1 | % | |||||||||||||||||||||||||||||
| General and administrative | 223.7 | 16.7 | % | 177.0 | 16.1 | % | 46.7 | 26.4 | % | |||||||||||||||||||||||||||||
| Depreciation and amortization | 118.3 | 8.8 | % | 91.4 | 8.3 | % | 26.9 | 29.5 | % | |||||||||||||||||||||||||||||
| Other operating, net | 99.9 | 7.5 | % | — | — | % | 99.9 | NM | ||||||||||||||||||||||||||||||
Gain on disposition, net | 1.1 | 0.1 | % | — | — | % | 1.1 | NM | ||||||||||||||||||||||||||||||
| Operating income | 472.3 | 35.3 | % | 479.4 | 43.5 | % | (7.1) | (1.5) | % | |||||||||||||||||||||||||||||
| Other expense, net | 6.3 | 0.5 | % | (10.6) | (1.0) | % | 16.9 | NM | ||||||||||||||||||||||||||||||
| Interest expense, net | 114.7 | 8.6 | % | 96.9 | 8.8 | % | 17.8 | 18.4 | % | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 6.6 | 0.5 | % | — | — | % | 6.6 | NM | ||||||||||||||||||||||||||||||
| Provision for income taxes | 92.9 | 6.9 | % | 109.0 | 9.9 | % | (16.1) | (14.8) | % | |||||||||||||||||||||||||||||
| Net income | 251.8 | 18.8 | % | 284.1 | 25.8 | % | (32.3) | (11.4) | % | |||||||||||||||||||||||||||||
Less: Net income attributable to noncontrolling interest | 3.5 | 0.3 | % | (0.1) | — | % | 3.6 | NM | ||||||||||||||||||||||||||||||
| Net income attributable to Corpay | $ | 248.3 | 18.5 | % | $ | 284.2 | 25.8 | % | $ | (35.9) | (12.6) | % | ||||||||||||||||||||||||||
| Operating income by segment: | ||||||||||||||||||||||||||||||||||||||
| Corporate Payments | $ | 199.6 | $ | 156.9 | $ | 42.7 | 27.2 | % | ||||||||||||||||||||||||||||||
| Vehicle Payments | 190.1 | 241.6 | (51.6) | (21.4) | % | |||||||||||||||||||||||||||||||||
| Lodging Payments | 49.5 | 49.3 | 0.2 | 0.4 | % | |||||||||||||||||||||||||||||||||
| Other | 33.1 | 31.5 | 1.6 | 5.1 | % | |||||||||||||||||||||||||||||||||
| Total operating income | $ | 472.3 | $ | 479.4 | $ | (7.1) | (1.5) | % | ||||||||||||||||||||||||||||||
NM = Not Meaningful
*The sum of the columns and rows may not calculate due to rounding.
Consolidated Results
Consolidated revenues, net
Consolidated revenues were $1,338.8 million in the three months ended June 30, 2026, an increase of 21.5% compared to the comparable prior period. The increase in consolidated revenues was due primarily to organic growth of 10%, driven by increases in spend and transaction volumes, implementation and ramping of new sales and business initiatives. Consolidated revenues also grew 7% from acquisitions completed in 2025. This growth was partially offset by a reduction in revenue of $28 million from the impact of dispositions completed in 2025 and 2026.
Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a positive impact of approximately $67 million on our consolidated revenues for the three months ended June 30, 2026 over the comparable prior period. This positive impact was driven primarily by favorable foreign exchange rates of approximately $37
35
million, driven by our Brazil, Mexico and Australian businesses, fuel prices of approximately $20 million and fuel price spreads of approximately $10 million.
Consolidated operating expenses
Processing. Processing expenses were $275.2 million in the three months ended June 30, 2026, an increase of 15.4% compared to the comparable prior period. Increases in processing expenses were primarily due to approximately $17 million of expenses related to acquisitions completed in 2025, higher variable expenses driven by increased transaction volumes, higher credit loss expense of approximately $14 million due to increased transaction volumes and higher fuel prices, investments to drive future growth and the unfavorable impact of foreign exchange rates of approximately $8 million. This increase was partially offset by lower expense of approximately $6 million from the impact of dispositions completed in 2025 and 2026.
Selling. Selling expenses were $150.6 million in the three months ended June 30, 2026, an increase of 30.1% from the comparable prior period. Increases in selling expenses were primarily due to marketing investments to drive future growth, increased commissions from higher sales volume, approximately $14 million of expenses related to acquisitions completed in 2025 and the unfavorable impact of foreign exchange rates of approximately $4 million. This increase was partially offset by lower expense of approximately $2 million from the impact of dispositions completed in 2025 and 2026.
General and administrative. General and administrative expenses were $223.7 million in the three months ended June 30, 2026, an increase of 26.4% from the comparable prior period. The increase in general and administrative expenses was primarily due to acquisition-related deal fees, information technology investments, approximately $14 million of expenses related to acquisitions completed in 2025 and the unfavorable impact of foreign exchange rates of approximately $3 million. This increase was partially offset by lower expense of approximately $5 million from the impact of dispositions completed in 2025 and 2026.
Depreciation and amortization. Depreciation and amortization expenses were $118.3 million in the three months ended June 30, 2026, an increase of 29.5% from the comparable prior period. Depreciation and amortization expenses increased due to incremental investments in capital expenditures, $12 million of expenses related to acquisitions completed in 2025 and the unfavorable impact of foreign exchange rates of approximately $2 million. This increase was partially offset by lower expense of approximately $2 million from the impact of dispositions completed in 2025 and 2026.
Other operating, net. Other operating, net was $99.9 million in the three months ended June 30, 2026 and primarily relates to a contingent loss related to the FTC legal matter of $100 million.
Gain on disposition, net. During the three months ended June 30, 2026, we recognized an additional net gain of approximately $1.1 million resulting from working capital adjustments related to our March 2026 disposal of PayByPhone, a mobile parking payments business within our Vehicle Payments segment.
Consolidated operating income
Consolidated operating income was $472.3 million in the three months ended June 30, 2026, a decrease of (1.5)% compared to the comparable prior period due to the reasons discussed above.
Other expense, net. Other expense, net was $6.3 million in the three months ended June 30, 2026, which primarily represented net losses related to our equity method investments and the impact of fluctuations in foreign exchange rates on non-functional currency balances. Other income, net was $10.6 million in the three months ended June 30, 2025, which primarily represented a gain realized upon the disposition of a cost method investment in the second quarter of 2025.
Interest expense, net. Interest expense, net was $114.7 million in the three months ended June 30, 2026, an increase of $17.8 million from the comparable prior period. The increase in interest expense was primarily due to increased borrowings used for acquisitions, partially offset by lower interest rates and higher interest income earned on higher cash balances. The following table sets forth the average interest rates paid on borrowings under our Credit Facility, excluding the related unused facility fees and swaps.
| Three Months Ended June 30, | ||||||||||||||
| (Unaudited) | 2026 | 2025 | ||||||||||||
| Term Loan A | 5.06 | % | 5.80 | % | ||||||||||
Term Loan B-5 | 5.41 | % | 6.07 | % | ||||||||||
Term Loan B-6 | 5.37 | % | N/A | |||||||||||
| Revolving line of credit A & B (USD) | 5.05 | % | 5.80 | % | ||||||||||
| Revolving line of credit B (GBP) | 5.13 | % | 5.62 | % | ||||||||||
We have a portfolio of interest rate swaps, which are designated as cash flow hedges and cross-currency interest rate swaps, which are designated as net investment hedges. During the three months ended June 30, 2026, as a result of these swap contracts and net investment hedges, we recorded a net benefit to interest expense of $3.0 million.
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Provision for income taxes. The provision for income taxes and effective tax rate were $92.9 million and 27.0%, respectively, for the three months ended June 30, 2026, compared to $109.0 million and 27.7%, respectively, for the comparable prior period. The change in the effective tax rate for the three months ended June 30, 2026 was driven primarily by an improvement in our geographic mix of earnings and other one-time items.
Net income attributable to Corpay. For the reasons discussed above, our net income attributable to Corpay decreased to $248.3 million during the three months ended June 30, 2026.
Segment Results
Corporate Payments
Corporate Payments revenues were $548.7 million in the three months ended June 30, 2026, an increase of 41.7% from the comparable prior period. Corporate Payments revenues increased primarily due to organic revenue growth of 16%, driven by 43% growth in spend volume, strong new sales in our payables and cross-border solutions, the impact of our acquisitions, which contributed approximately $78 million in revenues, the impact of favorable changes in foreign exchange rates of $7 million and the favorable impact of fuel prices of approximately $4 million. Corporate Payments revenue per spend dollar decreased over the comparable prior period due to the impact of new payables and cross-border enterprise clients.
Corporate Payments operating income was $199.6 million in the three months ended June 30, 2026, an increase of 27.2% from the comparable prior period. Corporate Payments operating income increased primarily due to organic revenue growth, integration synergies, the impact of our acquisitions and the overall net favorable impact of the macroeconomic environment, partially offset by sales investments to grow the business and one-time integration expenses.
Vehicle Payments
Vehicle Payments revenues were $580.2 million in the three months ended June 30, 2026, an increase of 13.3% from the comparable prior period. Vehicle Payments revenues increased primarily due to organic revenue growth of 8%, new sales growth in our international markets, the favorable changes in foreign exchange rates on revenue of $29 million, and the favorable impact of fuel prices and fuel price spreads of approximately $17 million and $10 million, respectively. These increases were partially offset by dispositions completed in 2026 and 2025, which lowered revenue by approximately $28 million.
Vehicle Payments operating income was $190.1 million, a decrease of 21.4% from the comparable prior period. Vehicle Payments operating income decreased in the three months ended June 30, 2026 due to the impact of a contingent loss related to the FTC legal matter of $100 million and the impact of dispositions. Operating income was positively impacted by the revenue growth discussed above and the overall net favorable impact of the macroeconomic environment.
Lodging Payments
Lodging Payments revenues were $123.2 million in the three months ended June 30, 2026, an increase of 2.8% from the comparable prior period. The increase in Lodging Payments revenues was primarily due to an increase in revenue per room night across all solutions.
Lodging Payments operating income was $49.5 million in the three months ended June 30, 2026, an increase of 0.4% from the comparable prior period due to the reasons discussed above.
Other
Other revenues were $86.7 million in the three months ended June 30, 2026, an increase of 4.6% from the comparable prior period, driven primarily by strong transaction volume growth in the Gift, Outsourced Card Processing and Payroll card businesses.
Other operating income was $33.1 million in the three months ended June 30, 2026, an increase of 5.1% from the comparable prior period due to the reasons discussed above.
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Six months ended June 30, 2026 compared to the six months ended June 30, 2025
The following table sets forth selected unaudited consolidated statements of income for the six months ended June 30, 2026 and 2025 (in millions, except percentages)*.
| (Unaudited) | Six months ended June 30, 2026 | % of Total Revenues, net | Six months ended June 30, 2025 | % of Total Revenues, net | Increase (decrease) | % Change | ||||||||||||||||||||||||||||||||
| Revenues, net: | ||||||||||||||||||||||||||||||||||||||
| Corporate Payments | $ | 1,052.6 | 40.5 | % | $ | 732.4 | 34.7 | % | $ | 320.2 | 43.7 | % | ||||||||||||||||||||||||||
Vehicle Payments | 1,144.1 | 44.0 | % | 986.3 | 46.8 | % | 157.8 | 16.0 | % | |||||||||||||||||||||||||||||
Lodging Payments | 234.2 | 9.0 | % | 230.0 | 10.9 | % | 4.2 | 1.8 | % | |||||||||||||||||||||||||||||
Other | 168.9 | 6.5 | % | 159.0 | 7.5 | % | 9.9 | 6.2 | % | |||||||||||||||||||||||||||||
| Total revenues, net | 2,599.8 | 100.0 | % | 2,107.7 | 100.0 | % | 492.1 | 23.3 | % | |||||||||||||||||||||||||||||
| Consolidated operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Processing | 547.2 | 21.0 | % | 460.4 | 21.8 | % | 86.9 | 18.9 | % | |||||||||||||||||||||||||||||
| Selling | 298.8 | 11.5 | % | 223.3 | 10.6 | % | 75.5 | 33.8 | % | |||||||||||||||||||||||||||||
| General and administrative | 427.5 | 16.4 | % | 334.0 | 15.8 | % | 93.5 | 28.0 | % | |||||||||||||||||||||||||||||
| Depreciation and amortization | 233.1 | 9.0 | % | 183.5 | 8.7 | % | 49.6 | 27.0 | % | |||||||||||||||||||||||||||||
| Other operating, net | 107.2 | 4.1 | % | — | — | % | 107.2 | NM | ||||||||||||||||||||||||||||||
| Gain on disposition, net | 122.5 | 4.7 | % | — | — | % | 122.5 | NM | ||||||||||||||||||||||||||||||
| Operating income | 1,108.4 | 42.6 | % | 906.5 | 43.0 | % | 201.9 | 22.3 | % | |||||||||||||||||||||||||||||
Other (income) expense, net | 27.3 | 1.1 | % | (6.5) | (0.3) | % | 33.8 | NM | ||||||||||||||||||||||||||||||
| Interest expense, net | 224.8 | 8.6 | % | 190.8 | 9.1 | % | 34.0 | 17.8 | % | |||||||||||||||||||||||||||||
Loss on extinguishment of debt | 6.6 | 0.3 | % | 1.6 | 0.1 | % | 5.0 | NM | ||||||||||||||||||||||||||||||
| Provision for income taxes | 244.2 | 9.4 | % | 192.6 | 9.1 | % | 51.6 | 26.8 | % | |||||||||||||||||||||||||||||
| Net income | 605.5 | 23.3 | % | 528.0 | 25.0 | % | 77.5 | 14.7 | % | |||||||||||||||||||||||||||||
Less: Net income attributable to noncontrolling interest | 7.1 | NM | 0.6 | — | % | 6.6 | NM | |||||||||||||||||||||||||||||||
Net income attributable to Corpay | $ | 598.4 | 23.0 | % | $ | 527.4 | 25.0 | % | $ | 71.0 | 13.5 | % | ||||||||||||||||||||||||||
| Operating income by segment: | ||||||||||||||||||||||||||||||||||||||
| Corporate Payments | $ | 378.7 | $ | 286.8 | $ | 92.0 | 32.1 | % | ||||||||||||||||||||||||||||||
Vehicle Payments | 572.9 | 464.4 | 108.5 | 23.4 | % | |||||||||||||||||||||||||||||||||
Lodging Payments | 92.3 | 92.3 | (0.1) | (0.1) | % | |||||||||||||||||||||||||||||||||
| Other | 64.6 | 63.0 | 1.6 | 2.5 | % | |||||||||||||||||||||||||||||||||
| Total operating income | $ | 1,108.4 | $ | 906.5 | $ | 201.9 | 22.3 | % | ||||||||||||||||||||||||||||||
NM = Not Meaningful
*The sum of the columns and rows may not calculate due to rounding.
Consolidated Results
Consolidated revenues, net
Consolidated revenues were $2,599.8 million in the six months ended June 30, 2026, an increase of 23.3% compared to the comparable prior period. The increase in consolidated revenues was due primarily to organic growth of 10%, driven by increases in spend and transaction volumes, implementation and ramping of new sales and business initiatives. Consolidated revenues also grew 7% from acquisitions completed in 2026 and 2025 and by the positive impact of the macroeconomic environment. These increases were partially offset by a reduction in revenue of $32 million from the impact of dispositions completed in 2025 and 2026.
Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a positive impact of approximately $131 million on our consolidated revenues for the six months ended June 30, 2026 over the comparable prior period, driven primarily by favorable foreign exchange rates of approximately $99 million, mostly in our
38
Brazil, U.K. and Australian businesses, the favorable impact of fuel prices of approximately $24 million and the favorable impact of fuel price spreads of approximately $8 million.
Consolidated operating expenses
Processing. Processing expenses were $547.2 million in the six months ended June 30, 2026, an increase of 18.9% compared to the comparable prior period. Increases in processing expenses were primarily due to approximately $30 million of expenses related to acquisitions completed in 2025, higher variable expenses driven by increased transaction volumes and investments to drive future growth, higher bad debt of $25 million due to increased transaction volumes and the unfavorable impact of foreign exchange rates of approximately $20 million. This increase was partially offset by lower expense of approximately $6 million from the impact of dispositions completed in 2025 and 2026.
Selling. Selling expenses were $298.8 million in the six months ended June 30, 2026, an increase of 33.8% from the comparable prior period. Increases in selling expenses were primarily due to sales and marketing investments to drive future growth, increased commissions from higher sales volume and approximately $32 million of expenses related to acquisitions completed in 2025 and the unfavorable impact of foreign exchange rates of approximately $12 million. This increase was partially offset by lower expense of approximately $2 million from the impact of dispositions completed in 2025 and 2026.
General and administrative. General and administrative expenses were $427.5 million in the six months ended June 30, 2026, an increase of 28.0% from the comparable prior period. The increase in general and administrative expenses was primarily due to acquisition-related deal fees, information technology investments and approximately $33 million of expenses related to acquisitions completed in 2025, higher stock-based compensation expense of $12 million and the unfavorable impact of foreign exchange rates of approximately $10 million. This increase was partially offset by lower expense of approximately $5 million from the impact of dispositions completed in 2025 and 2026.
Depreciation and amortization. Depreciation and amortization expenses were $233.1 million in the six months ended June 30, 2026, an increase of 27.0% from the comparable prior period. Depreciation and amortization expenses increased due to incremental investments in capital expenditures and approximately $34 million of expenses related to acquisitions completed in 2025 and the unfavorable impact of foreign exchange rates of approximately $6 million. This increase was partially offset by lower expense of approximately $2 million from the impact of dispositions completed in 2025 and 2026.
Other operating, net. Other operating, net was $107.2 million in the six months ended June 30, 2026, and primarily related to a contingent loss related to the FTC legal matter of $100 million and losses on the disposal of fixed assets.
Consolidated operating income
Operating income was $1,108.4 million in the six months ended June 30, 2026, an increase of 22.3% compared to the comparable prior period. The increase in operating income was primarily due to the reasons discussed above.
Other (income) expense, net. Other expense, net was $27.3 million in the six months ended June 30, 2026, which primarily represented net losses related to our equity method investments of $22.7 million and the impact of fluctuations in foreign exchange rates on non-functional currency balances. Other income, net was $6.5 million in the six months ended June 30, 2025 primarily due to the disposition of a cost method investment in the second quarter of 2025.
Interest expense, net. Interest expense, net was $224.8 million in the six months ended June 30, 2026, an increase of $34.0 million from the comparable prior period. The increase in interest expense was primarily due to increased borrowings used for acquisitions, partially offset by lower interest rates and higher interest income due to higher cash balances. The following table sets forth the average interest rates paid on borrowings under our Credit Facility, excluding the related unused facility fees and swaps.
| Six Months Ended June 30, | ||||||||||||||
| (Unaudited) | 2026 | 2025 | ||||||||||||
Term Loan A | 5.11 | % | 5.80 | % | ||||||||||
| Term Loan B-5 | 5.43 | % | 6.08 | % | ||||||||||
| Term Loan B-6 | 5.39 | % | N/A | |||||||||||
Revolving line of credit A & B (USD) | 5.10 | % | 5.81 | % | ||||||||||
| Revolving line of credit B (GBP) | 5.13 | % | 5.62 | % | ||||||||||
We have a portfolio of interest rate swaps, which are designated as cash flow hedges and cross-currency interest rate swaps, which are designated as net investment hedges. During the six months ended June 30, 2026, as a result of these swap contracts and net investment hedges, we recorded a benefit to interest expense, net of $5.6 million.
Provision for income taxes. The provision for income taxes and effective tax rate were $244.2 million and 28.7%, respectively, for the six months ended June 30, 2026, compared to $192.6 million and 26.7%, respectively, for the comparable prior period. The change in the effective tax rate for the six months ended June 30, 2026 over the comparable prior period was primarily driven by the gain on the sale of PayByPhone, an improvement in the geographic mix of earnings and other one-time items.
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Net income attributable to Corpay. For the reasons discussed above, our net income attributable to Corpay increased to $598.4 million in the six months ended June 30, 2026, an increase of 13.5% from the comparable prior period.
Segment Results
Corporate Payments
Corporate Payments revenues were $1,052.6 million in the six months ended June 30, 2026, an increase of 43.7%, from the comparable prior period. Corporate Payments revenues increased primarily due to organic revenue growth of 16%, driven by a 43% growth in spend volume, strong new sales in our payables and cross-border solutions, and the impact of our acquisitions, which contributed approximately $150 million in revenue, the favorable impact of changes in foreign exchange rates of $29 million and the favorable impact of fuel prices of approximately $4 million. Corporate Payments revenue per spend dollar decreased over the comparable prior period due to the impact of new payables and cross-border enterprise clients.
Corporate Payments operating income was $378.7 million in the six months ended June 30, 2026, an increase of 32.1% from the comparable prior period. Corporate Payments operating income increased primarily due to reasons discussed above and integration synergies, partially offset by sales investments to grow the business and one-time integration expenses.
Vehicle Payments
Vehicle Payments revenues were $1,144.1 million in the six months ended June 30, 2026, an increase of 16.0%, from the comparable prior period. Vehicle Payments revenues increased primarily due to organic revenue growth of 9% driven by 6% growth in transaction volumes, new sales growth, and the impact of acquisitions, which contributed approximately $8 million in revenue. Revenue also increased due to the favorable impact of changes in foreign exchange rates on revenue of $67 million and the favorable impact of fuel prices and fuel price spreads on revenue of approximately $20 million and $8 million, respectively. These increases were partially offset by dispositions completed in 2026 and 2025, which lowered revenue by approximately $32 million.
Vehicle Payments operating income was $572.9 million in the six months ended June 30, 2026, an increase of 23.4% from the comparable prior period primarily due to revenue growth discussed above and by the overall net favorable impact of the macroeconomic environment. These increases were partially offset by the impact of a contingent loss related to the FTC legal matter of $100 million and the impact of dispositions.
Lodging Payments
Lodging Payments revenues were $234.2 million in the six months ended June 30, 2026, an increase of 1.8% from the comparable prior period. The increase in Lodging Payments revenues was primarily due to an increase in revenue per room night across all solutions.
Lodging Payments operating income was $92.3 million in the six months ended June 30, 2026, a decrease of 0.1% from the comparable prior period due to the reasons discussed above.
Other
Other revenues were $168.9 million in the six months ended June 30, 2026, an increase of 6.2% from the comparable prior period, driven by increases in gift card and payroll card transaction volume.
Other operating income was $64.6 million in the six months ended June 30, 2026, an increase of 2.5% from the comparable prior period due to the reasons discussed above.
Liquidity and capital resources
Our principal liquidity requirements are to service and repay our indebtedness, make acquisitions of businesses and commercial account portfolios, repurchase shares of our common stock and meet working capital, tax and capital expenditure needs.
Sources of liquidity. We believe that our current level of cash and borrowing capacity under our Credit Facility, Securitization Facility (as defined below) and other facilities (each discussed below), together with expected future cash flows from operations, will be sufficient to meet the needs of our existing operations and planned requirements for at least the next 12 months and into the foreseeable future, based on our current assumptions.
At June 30, 2026, we had approximately $4.8 billion in total liquidity, consisting of approximately $1.6 billion available under our Credit Facility and unrestricted cash of $3.2 billion, a portion of which includes customer deposits or is required for working capital and regulatory purposes. Restricted cash primarily represents customer deposits repayable on demand held in certain geographies with legal restrictions, customer funds held for the benefit of others, collateral received from customers for cross-currency transactions in our cross-border payments business, which is restricted from use other than to repay customer deposits and to secure and settle cross-currency transactions, and collateral posted with banks for hedging positions in our cross-border payments business.
We also utilize the Securitization Facility to finance a portion of our receivables, to lower our cost of borrowing and more efficiently use capital. Accounts receivable collateralized within our Securitization Facility relate to trade receivables resulting
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primarily from charge card activity in Vehicle Payments and Corporate Payments and receivables related to our Lodging Payments business. We also consider the available and undrawn amounts under our Securitization Facility and Credit Facility as funds available for working capital purposes and acquisitions. At June 30, 2026, we had no additional liquidity under our Securitization Facility.
We have determined that outside basis differences associated with our investments in foreign subsidiaries would not result in a material deferred tax liability, and, consistent with our assertion that these amounts continue to be indefinitely invested, have not recorded incremental income taxes for the additional outside basis differences.
Cash flows
The following table summarizes our cash flows for the six month periods ended June 30, 2026 and 2025 (in millions).
| Six Months Ended June 30, | ||||||||||||||
| (Unaudited) | 2026 | 2025 | ||||||||||||
| Net cash provided by operating activities | $ | 1,413.5 | $ | 1,066.1 | ||||||||||
Net cash provided by (used in) investing activities | $ | 321.5 | $ | (222.6) | ||||||||||
Net cash (used in) provided by financing activities | $ | (419.7) | $ | 78.4 | ||||||||||
Operating activities. Net cash used in operating activities was $1,413.5 million in the six months ended June 30, 2026, compared to $1,066.1 million in the comparable prior period. This change in operating cash flows was primarily driven by changes in working capital.
Investing activities. Net cash provided by investing activities was $321.5 million in the six months ended June 30, 2026 compared to net cash used in investing activities of $222.6 million in the comparable prior period. The increase in cash provided by investing activities was primarily due to net cash proceeds of $421.7 million received during the six months ended June 30, 2026 related to the disposition of the PayByPhone business, as well as less acquisition spend in 2026 over the comparable period in 2025.
Financing activities. Net cash used in financing activities was $419.7 million in the six months ended June 30, 2026 compared to net cash provided by financing activities of $78.4 million in the comparable prior period. This change in financing cash flows was primarily due to an increase in repurchases of common stock in 2026 of $1,021.6 million over the comparable period in 2025, partially offset by an increase in net borrowings on our Credit Facility and Securitization Facility of $509.8 million in 2026 over the comparable period in 2025.
Credit Facility
Corpay Technologies Operating Company, LLC, and certain of our domestic and foreign owned subsidiaries, as designated co-borrowers (the "Borrowers"), are parties to a $9.95 billion Credit Agreement (the "Credit Agreement"), with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of financial institutions (the "Lenders"), which has been amended multiple times. As of June 30, 2026, the Credit Agreement provides for senior secured credit facilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $3.7 billion, a Term Loan A facility in the amount of $3.3 billion and a Term Loan B facility in the amount of $2.95 billion. The revolving credit facility consists of (a) a revolving A credit facility in the amount of $1.95 billion, with sublimits for letters of credit and swing line loans, (b) a revolving B facility in the amount of $0.95 billion with borrowings in U.S. dollars, euros, British pounds, Japanese yen or other currency as agreed in advance and sublimits for swing line loans and (c) a revolving C facility in the amount of $0.80 billion, with borrowings in U.S. dollars and Swiss francs. Proceeds from the credit facilities may be used for working capital purposes, acquisitions and other general corporate purposes. The maturity date for the Term Loan A and revolving credit facilities A and B is May 21, 2031. The Term Loan B-6 has a maturity date of November 5, 2032.
At June 30, 2026, the interest rate on the Term Loan A was 5.02%, the interest rate on the Term Loan B-6 was 5.39%, and the interest rate on the Revolving A, B and C facilities (USD borrowings) was 5.03%. The unused credit facility fee was 0.25% at June 30, 2026.
At June 30, 2026, we had $3.3 billion in borrowings outstanding on the Term Loan A, net of discounts and debt issuance costs, $2.9 billion in borrowings outstanding on the Term Loan B, net of discounts and debt issuance costs and $2.1 billion outstanding on the revolving credit facilities. We have unamortized debt issuance costs of $11.7 million related to the revolving credit facilities as of June 30, 2026 recorded within other assets in the Unaudited Consolidated Balance Sheets. We have unamortized debt discounts and debt issuance costs of $37.1 million related to our Term Loans at June 30, 2026 recorded in notes payable and other obligations, net of current portion within the Unaudited Consolidated Balance Sheets.
During the six months ended June 30, 2026, we made principal payments of $5,989.3 million on the Term Loans and net borrowings of $795.8 million on the revolving credit facilities.
As of June 30, 2026, we were in compliance with each of the financial and non-financial covenants under the Credit Agreement.
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Securitization Facility
We are party to a $2.3 billion receivables purchase agreement among Fleetcor Funding LLC and Corpay Funding (UK) Limited, as special purpose entities, Corpay Technologies Operating Company, LLC and Allstar Business Solutions Limited, as servicers, PNC Bank, National Association as administrator and swingline purchaser, PNC Capital Markets, LLC, as structuring agent and multiple purchaser agents, conduit purchasers and related committed purchasers parties thereto (the "Securitization Facility") as of June 30, 2026. At June 30, 2026, the interest rate on the Securitization Facility was 4.55%.
The Securitization Facility provides for certain termination events, which includes nonpayment, upon the occurrence of which the administrator may declare the facility termination date to have occurred, may exercise certain enforcement rights with respect to the receivables and may appoint a successor servicer, among other things.
We were in compliance with all financial and non-financial covenant requirements related to our Securitization Facility as of June 30, 2026.
Other Facilities
We carefully monitor and manage initial and variation margin requirements for our cross-border solutions, which can result in transitory periods of elevated liquidity needs in cases where the currency market experiences disruption. In order to help mitigate that liquidity risk, we have entered into facilities intended to provide additional means to manage working capital needs for our cross-border solutions.
We have four uncommitted overdraft facilities with a combined capacity of $155.0 million, which may be accessible via written request and corresponding authorization from the applicable lenders. There is no guarantee the uncommitted capacity will be available to us on a future date. Interest on drawn balances accrues under the agreements at either (a) at a fixed rate equal to the lender's reference rate or the Federal Funds Effective Rate (as defined in the respective agreements) plus either 1% or 1.25% or (b) SOFR plus 1.25%. As of June 30, 2026, we had $59.0 million in borrowings outstanding under the uncommitted credit facilities.
We also have a 364-day committed revolving credit facility with a total commitment of $70.0 million and maturity date of May 21, 2031. Borrowings under this facility will bear interest at the borrower’s option at a rate equal to (a) Term SOFR (as defined in the agreement) plus 1.25% or (b) the Base Rate (determined by reference to the greatest of (i) the Federal Funds Effective Rate, at that time, plus 0.50%, (ii) the Prime Rate, at that time, and (iii) Term SOFR (as defined in the agreement) at such time plus 1.00%). As of June 30, 2026, we had no borrowings outstanding under the committed credit facility.
Cash Flow Hedges
As of June 30, 2026, we had the following outstanding interest rate swap derivatives that qualify as hedging instruments within designated cash flow hedges of variable interest rate risk (in millions):
| Notional Amount | Weighted Average Fixed Rate | Maturity Date | ||||||||||||
| $1,500 | 4.15% | 7/31/2026 | ||||||||||||
| $750 | 4.14% | 1/31/2027 | ||||||||||||
| $500 | 4.19% | 7/31/2027 | ||||||||||||
| $250 | 4.00% | 1/31/2028 | ||||||||||||
| $500 | 3.19% | 7/31/2028 | ||||||||||||
| $250 | 3.47% | 1/31/2029 | ||||||||||||
| $250 | 3.47% | 7/31/2029 | ||||||||||||
The purpose of these contracts is to reduce the variability of cash flows in interest payments associated with $4.0 billion of unspecified variable rate debt, the sole source of which is due to changes in the SOFR benchmark interest rate. For each of these swap contracts, we pay a fixed monthly rate and receive one month SOFR.
Our cash flow hedges resulted in a $5.5 million increase to interest expense, net during the six months ended June 30, 2026.
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Net Investment Hedges
We enter into cross-currency interest rate swaps that are designated as net investment hedges of our investments in foreign-denominated operations. Such contracts effectively convert the U.S. dollar equivalent notional amounts to obligations denominated in the respective foreign currency and partially offset the impact of changes in currency rates on such foreign-denominated net investments. These contracts also create a positive interest differential on the U.S. dollar-denominated portion of the swaps, resulting in interest rate savings on the USD notional. Upon maturity of a net investment hedge, if not rolled over or restructured, the final exchange may require a cash settlement based on the differential in prevailing exchange rates versus the initial rate in the hedge. This could result in a significant cash payment depending on market conditions at the time of settlement.
At June 30, 2026, we had the following cross-currency interest rate swaps designated as net investment hedges of our investments in foreign-denominated operations:
| U.S. dollar equivalent notional (in millions) | Fixed Rates | Maturity Date | ||||||||||||||||||
| Euro (EUR) | $500 | 1.330% | 5/20/2027 | |||||||||||||||||
| Canadian Dollar (CAD) | $800 | 1.350% | 1/24/2028 | |||||||||||||||||
| British Pound (GBP) | $750 | 0.317% | 5/8/2028 | |||||||||||||||||
Hedge effectiveness is tested based on changes in the fair value of the cross-currency swaps due to changes in the USD/foreign currency spot rates. We anticipate perfect effectiveness of the designated hedging relationships and record changes in the fair value of the cross-currency interest rate swaps associated with changes in the spot rate through accumulated other comprehensive loss. Excluded components associated with the forward differential are recognized directly in earnings as interest expense, net. We recognized a benefit of $11.1 million in interest expense, net for the six months ended June 30, 2026 related to these excluded components.
Stock Repurchase Program
On February 4, 2016, we announced that our Board approved a stock repurchase program (as updated from time to time, the "Program") authorizing us to repurchase our common stock from time to time until December 31, 2026. On April 23, 2026, the Board authorized an increase to the aggregate size of the Program by $1.0 billion to an aggregate authorization of $11.1 billion. Since the beginning of the Program through June 30, 2026, 39.1 million shares have been repurchased for an aggregate purchase price of $9.7 billion, leaving us up to $1.4 billion of remaining authorization available under the Program for future repurchases of shares of our common stock as of June 30, 2026.
Under the Program, any stock repurchases may be made at times and in such amounts as deemed appropriate by management. The timing and amount of stock repurchases, if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory requirements and any additional constraints related to material inside information we may possess. Any repurchases have been and are expected to be funded by a combination of available cash flow from the business, working capital and debt. The Program does not obligate us to repurchase and particular amount of common stock, and the program may be suspended, modified or discontinued at any time.
Redeemable Noncontrolling Interest
In April 2025, we expanded our long-standing strategic partnership agreement with Mastercard to deliver an enhanced suite of
corporate cross-border payment solutions. The transaction also included an investment in our cross-border payments business with Mastercard acquiring a 2.3% noncontrolling interest in the cross-border payments business for $300 million. The investment into our cross-border payments business closed on December 1, 2025. Mastercard will have the right to sell, or put, its interest back to us for six months starting on August 1, 2027. If Mastercard does not exercise the put right, we will have a reciprocal call right to repurchase the interest for six months starting on May 1, 2028. In each case, the purchase price is the $300 million of invested capital plus 8% per annum, compounded annually.
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Minority Investment
In May 2025, we along with TPG formed a limited partnership that, through its wholly owned subsidiaries, entered into a definitive agreement to acquire AvidXchange. AvidXchange is a provider of accounts payable (AP) automation solutions to lower middle market companies with a focus on several verticals including real estate, homeowners associations, financial institutions and media. The take-private transaction was completed in October 2025.
In conjunction with the closing of the AvidXchange transaction in October 2025, we invested approximately $578 million for approximately 35% of the equity in the limited partnership for an enterprise valuation of approximately $1.9 billion. The limited partnership utilized approximately $450 million of debt financing to consummate the transaction. TPG holds approximately 56% of the equity in the limited partnership, and the management team of AvidXchange holds the remainder. In addition to other terms, the limited partnership agreement provides that, 33 months after closing of the AvidXchange acquisition, we will have the right to acquire, or call, all of the remaining outstanding equity in the limited partnership for approximately 2.5 times invested capital which would result in our consolidation of the limited partnership. If we do not exercise such right to acquire all of the remaining outstanding equity of the limited partnership and TPG decides to sell the limited partnership to a third party within a period of 15 months thereafter, we are required to guarantee a return to our partners, subject to certain limitations, of approximately 1.6 times invested capital (the minimum return). If the partnership sells AvidXchange in 2029 for an approximately similar valuation as at acquisition, there will be no requirement to pay any minimum return.
Maintenance Disposition
In June 2026, we signed a definitive agreement to sell our Maintenance business to a third party. We expect to receive approximately £600 million (approximately $800 million), before cash acquired, in exchange for the business . In connection with the sale, we anticipate a pre-tax net gain on ultimate disposal between approximately $460 million and $515 million. The transaction is expected to be completed later this year, pending U.K. and Australian regulatory approval.
Critical accounting estimates
In applying the accounting policies that we use to prepare our consolidated financial statements, we necessarily make accounting estimates that affect our reported amounts of assets, liabilities, revenues and expenses. Some of these estimates require us to make assumptions about matters that are highly uncertain at the time we make the accounting estimates. We base these assumptions and the resulting estimates on historical information and other factors that we believe to be reasonable under the circumstances, and we evaluate these assumptions and estimates on an ongoing basis. In many instances, however, we reasonably could have used different accounting estimates and, in other instances, changes in our accounting estimates could occur from period to period, with the result in each case being a material change in the financial statement presentation of our financial condition or results of operations. We refer to estimates of this type as critical accounting estimates.
Accounting estimates necessarily require subjective determinations about future events and conditions. During the three months ended June 30, 2026, we have not adopted any new critical accounting policies that had a significant impact upon our consolidated financial statements, have not changed any critical accounting policies and have not changed the application of any critical accounting policies from the year ended December 31, 2025. For critical accounting policies, refer to the Critical Accounting Estimates in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 and our summary of significant accounting policies in Note 1 of our Notes to the Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
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Management’s Use of Non-GAAP Financial Measures
We have included in the discussion above certain financial measures that were not prepared in accordance with GAAP. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Below, we define the non-GAAP financial measures, provide a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP and discuss the reasons that we believe this information is useful to management and may be useful to investors. Because our non-GAAP financial measures are not standardized measures, they may not be directly comparable with the non-GAAP financial measures of other companies using the same or similar non-GAAP financial measures. Although management uses these non-GAAP measures to set goals and measure performance, they have no standardized meaning prescribed by GAAP. These non-GAAP measures are presented solely to permit investors to more fully understand how our management assesses underlying performance. These non-GAAP measures are not, and should not be viewed as, a substitute for GAAP measures and should be viewed in conjunction with our GAAP financial statements and financial measures. As a result, such non-GAAP measures have limits in their usefulness to investors.
Organic Revenues, net by KPI. Organic revenue growth is calculated as revenue growth in the current period adjusted for the impact of changes in the macroeconomic environment (to include fuel price, fuel price spreads and changes in foreign exchange rates) over revenue in the comparable prior period adjusted to include or remove the impact of acquisitions and/or divestitures, inclusive of changes of operational and capital structure, and non-recurring items that have occurred subsequent to that period. We believe that organic revenue growth on a macro-neutral, one-time item and consistent acquisition/divestiture/non-recurring item bases is useful to investors for understanding the performance of Corpay.
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Set forth below is a reconciliation of pro forma and macro adjusted revenue and key performance metric by segment, used to calculate organic revenue growth, to the most directly comparable GAAP measure, revenues, net and key performance metric (in millions):*
| Revenues, net | Key Performance Metric | ||||||||||||||||||||||||||||
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| CORPORATE PAYMENTS - SPEND | |||||||||||||||||||||||||||||
| Pro forma and macro adjusted | $ | 538.1 | $ | 465.5 | $ | 94,635 | $ | 66,238 | |||||||||||||||||||||
| Impact of acquisitions/dispositions | — | (78.2) | — | (10,566) | |||||||||||||||||||||||||
| Impact of fuel prices/spread | 3.5 | — | — | — | |||||||||||||||||||||||||
| Impact of foreign exchange rates | 7.1 | — | — | — | |||||||||||||||||||||||||
| As reported | $ | 548.7 | $ | 387.3 | $ | 94,635 | $ | 55,673 | |||||||||||||||||||||
| VEHICLE PAYMENTS - TRANSACTIONS | |||||||||||||||||||||||||||||
| Pro forma and macro adjusted | $ | 523.5 | $ | 484.3 | 147.1 | 136.3 | |||||||||||||||||||||||
| Impact of acquisitions/dispositions | 0.8 | 27.7 | 0.5 | 71.0 | |||||||||||||||||||||||||
| Impact of fuel prices/spread | 26.7 | — | — | — | |||||||||||||||||||||||||
| Impact of foreign exchange rates | 29.2 | — | — | — | |||||||||||||||||||||||||
| As reported | $ | 580.2 | $ | 512.0 | 147.6 | 207.3 | |||||||||||||||||||||||
| LODGING PAYMENTS - ROOM NIGHTS | |||||||||||||||||||||||||||||
| Pro forma and macro adjusted | $ | 122.5 | $ | 119.8 | 7.5 | 8.7 | |||||||||||||||||||||||
| Impact of acquisitions/dispositions | — | — | — | — | |||||||||||||||||||||||||
| Impact of fuel prices/spread | — | — | — | — | |||||||||||||||||||||||||
| Impact of foreign exchange rates | 0.7 | — | — | — | |||||||||||||||||||||||||
| As reported | $ | 123.2 | $ | 119.8 | 7.5 | 8.7 | |||||||||||||||||||||||
OTHER1- TRANSACTIONS | |||||||||||||||||||||||||||||
| Pro forma and macro adjusted | $ | 86.7 | $ | 82.9 | 450.4 | 420.1 | |||||||||||||||||||||||
| Impact of acquisitions/dispositions | — | — | — | — | |||||||||||||||||||||||||
| Impact of fuel prices/spread | — | — | — | — | |||||||||||||||||||||||||
| Impact of foreign exchange rates | — | — | — | — | |||||||||||||||||||||||||
| As reported | $ | 86.7 | $ | 82.9 | 450.4 | 420.1 | |||||||||||||||||||||||
| CORPAY CONSOLIDATED REVENUES, NET | |||||||||||||||||||||||||||||
| Pro forma and macro adjusted | $ | 1,270.7 | $ | 1,152.5 | Intentionally Left Blank | ||||||||||||||||||||||||
| Impact of acquisitions/dispositions | 0.8 | (50.5) | |||||||||||||||||||||||||||
Impact of fuel prices/spread2 | 30.2 | — | |||||||||||||||||||||||||||
Impact of foreign exchange rates2 | 37.0 | — | |||||||||||||||||||||||||||
| As reported | $ | 1,338.8 | $ | 1,102.0 | |||||||||||||||||||||||||
| * Columns may not calculate due to rounding. | |||||||||||||||||||||||||||||
1 Other includes Gift, Outsourced Card Processing and Payroll Card operating segments. | |||||||||||||||||||||||||||||
2 Revenues reflect the positive impact of movements in foreign exchange rates of approximately $37 million, positive impact from fuel prices of approximately $20 million and the positive impact of fuel price spreads of approximately $10 million. | |||||||||||||||||||||||||||||
Adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay. We have defined the non-GAAP measure adjusted net income attributable to Corpay as net income attributable to Corpay, as reflected in our Unaudited Consolidated Statements of Income, adjusted to eliminate (a) non-cash stock-based compensation expense related to stock-based compensation awards, (b) amortization of deferred financing costs, discounts, intangible assets, amortization of the premium recognized on the purchase of receivables and amortization attributable to Corpay's noncontrolling interests, (c) integration and deal related costs, and (d) other non-recurring items, including unusual credit losses, certain discrete tax items, the impact of business dispositions, impairment losses, asset write-offs, restructuring costs, loss on extinguishment of debt, taxes associated with stock-based compensation programs, losses and gains on foreign currency transactions and legal settlements and related legal fees. We adjust net income for the tax effect of adjustments using our effective income tax rate, exclusive of certain discrete tax items. We calculate adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay to eliminate the effect of items that we do not consider indicative of our core operating performance. We have defined the non-GAAP measure adjusted net income per diluted share attributable to Corpay as the calculation previously noted divided by the weighted average diluted shares outstanding as reflected in our Unaudited Consolidated Statements of Income.
Adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay are supplemental measures of operating performance that do not represent and should not be considered as an alternative to net income, net
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income per diluted share or cash flow from operations, as determined by GAAP. We believe it is useful to exclude non-cash stock-based compensation expense from adjusted net income because non-cash equity grants made at a certain price and point in time do not necessarily reflect how our business is performing at any particular time and stock-based compensation expense is not a key measure of our core operating performance. We also believe that amortization expense can vary substantially from company to company and from period to period depending upon their financing and accounting methods, the fair value and average expected life of their acquired intangible assets, their capital structures and the method by which their assets were acquired; therefore, we have excluded amortization expense from our adjusted net income. Integration and deal related costs represent business acquisition transaction costs, professional services fees, short-term retention bonuses and system migration costs, etc., that are not indicative of the performance of the underlying business. We also believe that certain expenses, certain discrete tax items, gains on business disposition, recoveries (e.g. legal settlements, write-off of customer receivable, etc.), gains and losses on investments, taxes related to stock-based compensation programs and impairment losses do not necessarily reflect how our investments and business are performing. We adjust net income for the tax effect of each of these adjustments using the effective tax rate during the period, exclusive of certain discrete tax items.
Management uses adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, organic revenue growth, EBITDA and adjusted EBITDA:
•as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis;
•for planning purposes, including the preparation of our internal annual operating budget;
•to allocate resources to enhance the financial performance of our business; and
•to evaluate the performance and effectiveness of our operational strategies.
Set forth below is a reconciliation of adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay to the most directly comparable GAAP measure, net income attributable to Corpay and net income per diluted share attributable to Corpay (in thousands, except shares and per share amounts)*:
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| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Net income attributable to Corpay | $ | 248,307 | $ | 284,168 | $ | 598,373 | $ | 527,401 | ||||||||||||||||||
Net income per diluted share attributable to Corpay | $ | 3.70 | $ | 3.98 | $ | 8.79 | $ | 7.38 | ||||||||||||||||||
| Stock-based compensation | 32,014 | 28,868 | 59,509 | 47,234 | ||||||||||||||||||||||
Amortization1 | 85,105 | 64,137 | 168,269 | 130,203 | ||||||||||||||||||||||
| Legal settlements and litigation | 100,944 | 278 | 101,526 | 863 | ||||||||||||||||||||||
Loss on extinguishment of debt | 6,557 | — | 6,557 | 1,596 | ||||||||||||||||||||||
| Integration and deal related costs | 38,127 | 14,452 | 55,053 | 25,841 | ||||||||||||||||||||||
Restructuring and related costs | 2,839 | 3,330 | 6,879 | 6,130 | ||||||||||||||||||||||
Gain on disposition, net | (1,099) | — | (122,522) | — | ||||||||||||||||||||||
Adjustments at equity method investment, net of tax | 14,321 | — | 35,711 | — | ||||||||||||||||||||||
Other2 | 2,641 | (6,903) | 13,022 | (396) | ||||||||||||||||||||||
Total adjustments | 281,449 | 104,162 | 324,004 | 211,471 | ||||||||||||||||||||||
Income tax impact of pre-tax adjustments at the effective tax rate3 | (65,372) | (27,840) | (104,926) | (55,456) | ||||||||||||||||||||||
Discrete tax items4 | — | 5,931 | 44,103 | 5,931 | ||||||||||||||||||||||
Adjusted net income attributable to Corpay | $ | 464,384 | $ | 366,421 | $ | 861,554 | $ | 689,347 | ||||||||||||||||||
Adjusted net income per diluted share attributable to Corpay5 | $ | 7.00 | $ | 5.13 | $ | 12.80 | $ | 9.64 | ||||||||||||||||||
| Diluted shares | 66,325 | 71,429 | 67,379 | 71,494 | ||||||||||||||||||||||
1 Includes consolidated amortization related to intangible assets, premium on receivables, deferred financing costs and debt discounts. | ||
2 Includes losses and gains on foreign currency transactions, amortization expense attributable to the Company's noncontrolling interests, taxes associated with stock-based compensation programs and a loss on an economic hedge of a foreign-denominated purchase price of an acquisition and other non-recurring items. | ||
3 Represents provision for income taxes of pre-tax adjustments. Adjustments related to our equity method investment are tax effected at the effective tax rate of the investment as stated. | ||
4 For 2026, represents discrete taxes on net gain realized upon disposition of our PayByPhone business within Vehicle Payments of $40.0 million and taxes related to our equity method investment. | ||
5 Excludes the impact on earnings per share of the adjustment of a non-controlling interest to its maximum redemption value of $2.8 million and $5.8 million for the three and six months ended June 30, 2026, respectively. | ||
| *Columns may not calculate due to rounding. | ||
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EBITDA, Adjusted EBITDA and Adjusted EBITDA margin. EBITDA is defined as earnings before interest, income taxes, interest expense, net, other (income) expense, net, depreciation and amortization, loss on extinguishment of debt, goodwill impairment, investment loss/gain and other operating, net. Adjusted EBITDA is defined as EBITDA further adjusted for stock-based compensation expense and other one-time items including certain legal expenses, restructuring costs and integration and deal related costs. Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of revenue.
The following table reconciles EBITDA, adjusted EBITDA and adjusted EBITDA margin to net income (in millions)*:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | 251.8 | $ | 284.1 | $ | 605.5 | $ | 528.0 | ||||||||||||||||||
| Provision for income taxes | 92.9 | 109.0 | 244.2 | 192.6 | ||||||||||||||||||||||
| Interest expense, net | 114.7 | 96.9 | 224.8 | 190.8 | ||||||||||||||||||||||
Other expense, net | 6.3 | (10.6) | 27.3 | (6.5) | ||||||||||||||||||||||
| Depreciation and amortization | 118.3 | 91.4 | 233.1 | 183.5 | ||||||||||||||||||||||
Gain on disposition, net | (1.1) | — | (122.5) | — | ||||||||||||||||||||||
| Loss on extinguishment of debt | 6.6 | — | 6.6 | 1.6 | ||||||||||||||||||||||
| Other operating, net | 99.9 | — | 107.2 | — | ||||||||||||||||||||||
| EBITDA | $ | 689.4 | $ | 570.7 | $ | 1,326.3 | $ | 1,090.0 | ||||||||||||||||||
Stock-based compensation | $ | 32.0 | $ | 28.9 | $ | 59.5 | $47.2 | |||||||||||||||||||
Other addbacks1 | 45.8 | 21.0 | 70.0 | 38.7 | ||||||||||||||||||||||
Adjusted EBITDA | $ | 767.2 | $ | 620.6 | $ | 1,455.8 | $ | 1,176.0 | ||||||||||||||||||
| Revenues, net | $ | 1,338.8 | $ | 1,102.0 | $ | 2,599.8 | $ | 2,107.7 | ||||||||||||||||||
Adjusted EBITDA margin | 57.3 | % | 56.3 | % | 56.0 | % | 55.8 | % | ||||||||||||||||||
1 Includes certain legal expenses, restructuring costs and integration and deal related costs | ||||||||||||||||||||||||||
| * Columns may not calculate due to rounding. | ||||||||||||||||||||||||||
49
Special Cautionary Notice Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about Corpay’s beliefs, 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" or "expect," "may," "will," "would," "could" or "should," the negative of these terms or other comparable terminology.
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 largely on our current expectations and projections about future events. Forward-looking statements are subject to many uncertainties and other variable circumstances, including those discussed in "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on February 27, 2026, many of which are outside of our control, that could cause our actual results and experience to differ materially from any forward-looking statement.
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 solution 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 risks of mergers, acquisitions and divestitures, such as our recent acquisition of a partnership interest in AvidXchange and our 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;
•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;
50
•tax legislation initiatives or challenges to our tax positions and/or interpretations, and state sales tax rules and regulations;
•our ability to remediate material weaknesses and the ongoing effectiveness of internal control over financial reporting; and
•the other factors and information in our Annual Report on Form 10-K and other filings that we make with the Securities and Exchange Commission (SEC) under the Exchange Act and Securities Act. See "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on February 27, 2026.
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.
You may get Corpay’s SEC filings for free by visiting the SEC web site at www.sec.gov.
This report includes non-GAAP financial measures, which are used by Corpay and investors as supplemental measures to evaluate the overall operating performance of companies in our industry. By providing these non-GAAP financial measures, together with reconciliations, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives. See "Management’s Use of Non-GAAP Financial Measures" elsewhere in this Quarterly Report on Form 10-Q for additional information regarding these Non-GAAP financial measures and a reconciliation to the nearest corresponding GAAP measure.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | ||||
As of June 30, 2026, there have been no material changes to our market risk from that disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
| Item 4. | Controls and Procedures | ||||
Evaluation of Disclosure Controls and Procedures
As of June 30, 2026, management carried out, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
51
PART II—OTHER INFORMATION
| Item 1. | Legal Proceedings | ||||
In the ordinary course of business, Corpay, Inc. and its subsidiaries, (collectively, the "Company") is involved in various pending or threatened legal actions, arbitration proceedings, claims, subpoenas and matters relating to compliance with laws and regulations (collectively, "legal proceedings"). Based on our current knowledge, management presently does not believe that the liabilities arising from these legal proceedings will have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, it is possible that the ultimate resolution of these legal proceedings could have a material adverse effect on our results of operations and financial condition for any particular period.
FTC Matter
In October 2017, the Federal Trade Commission (FTC) issued a Notice of Civil Investigative Demand to the Company for the production of documentation and a request for responses to written interrogatories. After discussions with the Company, the FTC proposed in October 2019 to resolve potential claims relating to the Company’s advertising and marketing practices, principally in its U.S. direct fuel card business within its North American fuel card business. The parties reached impasse primarily related to what the Company believed were unreasonable demands for redress made by the FTC.
On December 20, 2019, the FTC filed a lawsuit in the Northern District of Georgia (the “District Court”) against the Company and Ron Clarke. See FTC v. FleetCor Technologies, Inc., No. 19-cv-05727 (N.D. Ga.). The complaint alleged the Company and Ron Clarke violated the FTC Act’s prohibitions on unfair and deceptive acts and practices and sought, among other things, injunctive relief, consumer redress and costs of suit. On April 22, 2021, the United States Supreme Court held unanimously in AMG Capital Management v. FTC that the FTC does not have authority under current law to seek monetary redress under Section 13(b) of the FTC Act, the provision on which the FTC had relied in this case. Following that decision, the FTC filed a parallel administrative action under Section 5 of the FTC Act on August 11, 2021, alleging the same underlying facts, and moved to stay or voluntarily dismiss the District Court case. The administrative action was stayed pending resolution of the federal court proceeding. On August 9, 2022, the District Court granted the FTC's motion for summary judgment as to liability for the Company and Ron Clarke, but granted the Company's motion for summary judgment as to the FTC's claim for monetary relief against the Company and Ron Clarke.
On June 8, 2023, the District Court issued an Order for Permanent Injunction and Other Relief. The Company appealed to the United States Court of Appeals for the Eleventh Circuit on August 3, 2023, and the FTC's parallel Section 5 administrative action remained stayed pending that appeal. On January 6, 2026, the Eleventh Circuit affirmed the judgment against the Company and affirmed the judgment against Ron Clarke except for one count, which was vacated and remanded. On May 5, 2026, the Eleventh Circuit denied the Company’s petition for en banc review.
On July 1, 2026, the FTC and the Company reached an agreement with the FTC staff on the terms of a proposed consent order that would resolve the FTC investigation, the claims in the action before the District Court, the administrative action and any other remaining issues in the case. The proposed consent order is subject to the customary approvals of the FTC Commissioners and the District Court. The Company has currently recorded a $100 million charge based on the terms of the proposed consent order.
If the proposed consent order is not approved or if there any changes to the terms of the proposed consent order during the review process, the Company could incur additional redress and/or penalties.
| Item 1A. | Risk Factors | ||||
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 and Part II, Item 1A, "Risk Factors" in other reports we file with the Securities and Exchange Commission, from time to time, all of which could materially affect our business, financial condition or future results. There have been no material changes in our risk factors from those disclosed under the caption "Item 1A. Risk Factors" to our annual report on Form 10-K for the year ended December 31, 2025.
| Item 2. | Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Securities | ||||
The Company announced on February 4, 2016 that its Board approved a stock repurchase program (as updated from time to time, the "Program") authorizing the Company to repurchase its common stock from time to time until December 31, 2026. On April 23, 2026, the Board authorized an increase to the aggregate size of the Program by $1.0 billion to $11.1 billion. Since the beginning of the Program through June 30, 2026, 39,058,875 shares have been repurchased for an aggregate purchase price of $9.7 billion, leaving the Company up to $1.4 billion of remaining authorization available under the Program for future repurchases of shares of its common stock as of June 30, 2026.
The following table presents information as of June 30, 2026, with respect to purchases of common stock of the Company made during the three months ended June 30, 2026 by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act.
52
| Period | Total Number of Shares Purchased1 | Average Price Paid Per Share | Total Number of Shares Purchased as Part of the Publicly Announced Plan | Maximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands) | ||||||||||||||||||||||
| April 1, 2026 through April 30, 2026 | 871,181 | $ | 311.68 | 871,181 | ||||||||||||||||||||||
| May 1, 2026 through May 31, 2026 | 143,347 | $ | 347.89 | 143,347 | ||||||||||||||||||||||
| June 1, 2026 through June 30, 2026 | — | N/A | — | $ | 1,385,616 | |||||||||||||||||||||
Total | 1,014,528 | $ | 316.80 | 1,014,528 | ||||||||||||||||||||||
1 During the quarter ended June 30, 2026, pursuant to our Stock Incentive Plan, we withheld 179,930 shares, at an average price per share of $343.27, in order to satisfy employees' tax withholding obligations and exercise price. | ||
| Item 3. | Defaults Upon Senior Securities | ||||
None.
| Item 4. | Mine Safety Disclosures | ||||
Not applicable.
| Item 5. | Other Information | ||||
Rule 10b5-1 Trading Plans
During the period covered by this Quarterly Report on Form 10-Q, no director or executive officer of the Company adopted terminated
53
Item 6. Exhibits
Exhibit No. | ||||||||
| Amended and Restated Certificate of Incorporation of FLEETCOR Technologies, Inc., now known as Corpay, Inc., conformed to reflect amendments through June 9, 2022 (incorporated by reference to Exhibit 3.1 to the registrant’s Annual Report on Form 10-K, File No. 001-35004, filed with the SEC on February 28, 2023) | ||||||||
3.2 | Certificate of Ownership and Merger Merging CPAY Merger Sub, Inc. into FLEETCOR Technologies, Inc. effective on March 24, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, File No. 001-35004, filed with the SEC on March 7, 2024) | |||||||
| Corpay, Inc. Amended and Restated Bylaws, effective as of March 24, 2024 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, File No. 001-35004, filed with the SEC on March 7, 2024) | ||||||||
| Eighteenth Amendment to the Credit Agreement, dated as of May 21, 2026 among Corpay Technologies Operating Company, LLC, as the Company, Corpay, Inc., as the Parent, the other borrowers party thereto, Bank of America, N.A., as administrative agent and swing line lender, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K, File No. 001-35004, filed with the SEC on May 22, 2026) | ||||||||
10.2* | Market-Based Performance Share Unit Award Certificate, dated July 22, 2026, by and between Corpay, Inc. and Ronald F. Clarke, Chief Executive Officer and Chairman of the Board of Directors of Corpay, Inc., pursuant to the Corpay, Inc. Amended and Restated Equity Incentive Plan, as amended. | |||||||
10.3* | Market-Based Performance Share Unit Award Certificate, dated July 22, 2026, by and between Corpay, Inc. and Armando Lins Netto, Group President, Vehicle Payments in Brazil of Corpay, Inc., pursuant to the Corpay, Inc. Amended and Restated Equity Incentive Plan, as amended. | |||||||
31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |||||||
31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |||||||
32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 101* | The following financial information for the Registrant formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Income, (iii) the Unaudited Consolidated Statements of Comprehensive Income; (iv) the Unaudited Consolidated Statements Equity; (v) the Unaudited Consolidated Statements of Cash Flows and (vi) the Notes to Unaudited Consolidated Financial Statements | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
*Filed Herein
54
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized.
Corpay, Inc. | ||||||||||||||
| (Registrant) | ||||||||||||||
| Signature | Title | |||||||||||||
| /s/ Ronald F. Clarke | President, Chief Executive Officer and Chairman of the Board of Directors (Duly Authorized Officer and Principal Executive Officer) | |||||||||||||
| Ronald F. Clarke | ||||||||||||||
/s/ Peter Walker | Chief Financial Officer (Principal Financial Officer) | |||||||||||||
Peter Walker | ||||||||||||||
August 7, 2026
55
CORPAY, INC.
AMENDED AND RESTATED 2010 EQUITY COMPENSATION PLAN
PERFORMANCE STOCK UNIT AWARD CERTIFICATE
AMENDED AND RESTATED 2010 EQUITY COMPENSATION PLAN
PERFORMANCE STOCK UNIT AWARD CERTIFICATE
Pursuant to the provisions of the Corpay, Inc. Amended and Restated 2010 Equity Compensation Plan (“Plan”), Corpay, Inc. (“Company”) hereby grants to the individual identified below (the “Key Employee”) an award of Performance Stock Units (“PSUs”) as set forth below, subject to the terms and conditions of the Plan, Exhibit A of this Performance Stock Unit Award Certificate, and the Statement of Performance Goals provided to the Key Employee in connection with the PSUs (the “Statement of Performance Goals”).
| Key Employee: | Ronald F. Clarke | ||||
Award Number: | |||||
Grant Date: | July 22, 2026 | ||||
| Number of PSUs Granted: | 300,000 | ||||
| Performance Criteria: | Achievement of the objectives set forth in the Statement of Performance Goals, subject to the Key Employee’s continuous employment through the applicable Vesting Date. | ||||
| Performance Period: | July 22, 2026 through August 31, 2028 | ||||
You may review your equity grant and vesting schedule in your E*TRADE account. If you have any questions, please contact the equity support team.
CORPAY, INC.
/s/ Crystal Williams
_____________________
Crystal F. Williams
CHRO
PERFORMANCE STOCK UNIT AWARD CERTIFICATE
EXHIBIT A
TERMS AND CONDITIONS
(“Agreement”)
Capitalized terms not otherwise defined in this Agreement shall have the meaning as set forth in first page of the Performance Stock Unit Award Certificate, or if not defined therein, then in the Plan.
§ 1.Grant of Performance Stock Unit Award. Pursuant to the provisions of the Plan, the Company grants to the Key Employee an award of Performance Stock Units (“PSUs”), in the number set forth on the first page of the Performance Stock Unit Award Certificate. Each PSU represents the right to receive one share of Stock, subject to the terms and conditions set forth in this Agreement and in the Plan, a copy of which has and will be made available to the Key Employee upon written request to the corporate Secretary of the Company.
§ 2.Vesting. Except as otherwise provided in this Agreement, the PSUs set forth on the first page of the Performance Stock Unit Award Certificate shall vest and become non-forfeitable on the applicable Vesting Date, subject to (1) the achievement of the applicable Performance Goal set forth in the Statement of Performance Goals during the Performance Period and (2) the Key Employee remaining continuously in the Active Employment of the Company through the applicable Vesting Date. For purposes of this Agreement, “Vesting Date” means, with respect to each Tranche (as defined in the Statement of Performance Goals) of PSUs for which the applicable Performance Goal is achieved, subject to the terms of the Plan. For purposes hereof, the “Active Employment” of the Key Employee shall be deemed to cease on the earliest of:
(i)the date the Key Employee has a termination of employment,
(ii)the date the Company provides notice to the Key Employee terminating his or her employment with the Company (whether such termination is effective immediately or at a specified date in the future), or
(iii)the date the Key Employee provides notice to the Company terminating his or her employment with the Company (whether such termination is effective immediately or at a specified date in the future);
provided that if the Key Employee is terminated by the Company without Cause, the Key Employee shall be deemed to continue in Active Employment through to the end of any statutory notice of termination period. For certainty, if the Key Employee is terminated by the Company without Cause, Active Employment shall immediately cease as of the end of any statutory notice of termination period and shall not be extended by any contractual or common law notice of termination, pay in lieu thereof, or by any entitlement to payment of severance. The Committee shall determine, in its sole discretion, the date as of which a Key Employee has ceased Active Employment with the Company for purposes of determining the vesting of PSUs. The Key Employee shall not be deemed to have a termination of employment as a result of a transfer between the Company, a Parent, or a Subsidiary or Affiliate or any combinations of such organizations.
§ 3.Subject to § 3, if either condition set forth in the first sentence of this § 2 is not satisfied with respect to any PSUs, such PSUs shall be automatically forfeited and the Company shall not have any further obligation to the Key Employee under this Agreement with respect to such PSUs. Once vested, PSUs shall become “Vested Units.”
§ 4.Change in Control, Death, or Disability: If (1) there is a Change in Control on any date and the Plan and the PSUs are continued in full force and effect or there is an
assumption or substitution of the PSUs pursuant to the merger or other agreement which effects such Change in Control and (2) the Key Employee’s employment is terminated at the Company’s initiative for reasons other than Cause or is terminated at the Key Employee’s initiative for Good Reason within the Protection Period, then the PSUs shall fully vest and be non-forfeitable on the date his or her employment so terminates (without regard to § 2 of this Agreement) in accordance with § 14 of the Plan as in effect on the Grant Date. If there is a Change in Control on any date and the PSUs are not continued in full force and effect or there is no assumption or substitution of the PSUs pursuant to the merger or other agreement which effects such Change in Control, then the PSUs shall fully vest and be non-forfeitable in accordance with § 14 of the Plan (as in effect on the Grant Date) on the date of the Change in Control.
In the event that Key Employee’s Active Employment terminates because Key Employee dies or becomes disabled, the unvested portion of the PSUs will vest subject to the degree of achievement of the Stock Price Hurdle requirements.
§ 5.Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, until the PSUs are settled in accordance with § 7 of this Agreement, the PSUs or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Key Employee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the PSUs or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the PSUs will be forfeited by the Key Employee and all of the Key Employee's rights to such PSUs shall immediately terminate without any payment or consideration by the Company.
§ 6.Clawback Provisions. Notwithstanding any other provision of this Agreement to the contrary, any PSU granted, shares of stock issued, and/or any amount received with respect to any sale of any such shares of stock, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s Compensation Recoupment Policy effective October 23, 2023, as it may be amended from time to time (the “Policy”). The Key Employee agrees and consents to the Company’s application, implementation and enforcement of (a) the Policy or any similar policy established by the Company that may apply to the Key Employee and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Key Employee) or applicable law without further consent or action being required by the Key Employee. To the extent that the terms of this Agreement and the Policy or any similar policy conflict, then the terms of the Policy shall prevail.
§ 7.Voting Rights. The Key Employee shall not have any rights as a shareholder with respect to PSUs unless and until such PSUs vest and are settled by the issuance of shares of Stock in accordance with § 7 of this Agreement.
§ 8.Settlement and Payment of Performance Stock Units.
(a)Within 30 days after any PSUs become Vested Units, and in all events within the short-term deferral period for purposes of Section 409A of the Code, the Company shall (1) issue and deliver to the Key Employee the number of shares of Stock equal to the number of such Vested Units, and (2) enter the Key Employee’s name on the books of the Company as the shareholder of record with respect to the shares of Stock delivered to the Key Employee.
(b)If the Key Employee is deemed a "specified employee" within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Key Employee becomes eligible for settlement of the PSUs upon his "separation from service" within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (1) the date that is six (6) months following the Key Employee's separation from service and (2) the Key Employee's death.
(c)To the extent that the Key Employee does not vest in any PSUs, all interest in such PSUs shall be forfeited. The Key Employee has no right or interest in any PSUs that are forfeited.
§ 9.No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Key Employee any right to be retained in the employment or service of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Key Employee's employment or service at any time for any reason.
§ 10.Adjustments. If any change is made to the outstanding shares of Stock or the capital structure of the Company, if required, the PSUs shall be adjusted in any manner as contemplated by § 13 of the Plan.
§ 11.Tax Liability and Withholding. The Key Employee hereby directs that the Company satisfy any applicable tax withholding requirements arising out of the vesting of this grant of PSUs by withholding shares of Stock that otherwise would be transferred to the Key Employee, provided that any such action by the Company shall not result in a violation of Section 16(b) of the 1934 Act.
§ 12.Compliance with Law. The PSUs and the issuance or transfer of shares of Stock in accordance with § 7 shall be subject to compliance by the Company and the Key Employee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the shares of Stock may be listed. No shares of Stock shall be issued or transferred unless and until all applicable requirements of state and federal law and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Key Employee understands that the Company is under no obligation to register the shares of Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.
§ 13.Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Committee, care of the Company, at the Company's principal corporate offices. Any notice required to be delivered to the Key Employee under this Agreement shall be in writing and addressed to the Key Employee at the Key Employee's address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Committee) from time to time.
§ 14.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.
§ 15.Interpretation. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. Any dispute regarding the interpretation of this Agreement shall be submitted by the Key Employee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Key Employee and the Company.
§ 16.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Key Employee and the Key Employee's beneficiaries, executors, administrators and the person(s) to whom the PSUs may be transferred by will or the laws of descent or distribution.
§ 17.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
§ 18.Discretionary Nature of Plan; Amendment. The Plan is discretionary and may be amended, altered, suspended or terminated by the Board at any time, in its discretion. The
grant of the PSUs in this Agreement does not create any contractual right or other right to receive any PSUs or other awards in the future. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Key Employee's employment with, or service to, the Company or its Affiliates.
§ 19.Section 409A. This Agreement is intended to be exempt from Section 409A of the Code under the short-term deferral exclusion and shall be construed and interpreted in a manner that is consistent with such intent. If, for any reason, the Company determines that the PSUs are subject to Section 409A of the Code, the Company shall have the right in its sole discretion (without any obligation to do so) to adopt such amendments to the Plan or this Agreement, or to adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take other actions, as the Company determines are necessary or appropriate for the Agreement to either be exempt from or comply with the requirements of Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Key Employee on account of non-compliance with Section 409A of the Code.
§ 20.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.
§ 21.Acceptance. The Key Employee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Key Employee accepts the PSUs subject to the terms and conditions of the Plan and this Agreement. The Key Employee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the PSUs or disposition of the underlying shares of Stock, and that the Key Employee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.
§ 22.Data Privacy. The Key Employee acknowledges that the Company and its Affiliates will collect, process, transfer and hold the Key Employee’s personal data as is necessary for the purposes of operating the Plan and administering the Key Employee’s PSUs, and hereby provides consent to these actions.
§ 23.
STATEMENT OF PERFORMANCE GOALS
This Statement of Performance Goals applies to the PSUs granted to the Key Employee on the Grant Date and applies with respect to the Performance Stock Unit Award Certificate between the Company and the Key Employee (the “Certificate”). Capitalized terms used in this Statement of Performance Goals that are not specifically defined in this Statement of Performance Goals have the meanings assigned to them in the Certificate.
The PSUs granted under the Certificate are divided into three tranches (each, a “Tranche”) as follows: the first Tranche consists of 100,000 PSUs (the “First Tranche”); the second Tranche consists of 100,000 PSUs (the “Second Tranche”); and the third Tranche consists of the remaining 100,000 PSUs (the “Third Tranche”). Each Tranche will be earned and eligible to vest in accordance with the Certificate, if at all, upon the satisfaction of the stock price hurdles set forth below, subject to the Committee’s prompt review and determination that the requisite stock price hurdles have been attained (the “Committee Determination”).
First Tranche: The First Tranche will be earned and eligible to vest on the first calendar day by which the Company’s closing price per share of Stock (as reasonably determined by the Company) on the primary national securities exchange on which the Company’s Stock then trades (the “Exchange”) has met or exceeded $425 for five (5) separate trading days during the Performance Period.
Second Tranche: The Second Tranche will be earned and eligible to vest on the first calendar day by which the Company’s closing price per share of Stock (as reasonably determined by the Company) on the Exchange has met or exceeded $450 for five (5) separate trading days during the Performance Period.
Third Tranche: The Third Tranche will be earned and eligible to vest on the first calendar day by which the Company’s closing price per share of Stock (as reasonably determined by the Company) on the Exchange has met or exceeded $475 for five (5) separate trading days during the Performance Period.
Certification of Performance Goals. Except as otherwise provided in § 3 of the Agreement, in order for any Tranche to be earned and eligible to vest, the Tranche’s applicable stock price hurdle must be achieved during the Performance Period, and the Committee Determination must be made; otherwise, such Tranche will not be eligible to vest.
Stock Price Hurdle Adjustments. If any change is made to the outstanding shares of Stock or the capital structure of the Company, if required, the Performance Stock Units shall be adjusted in any manner as contemplated by § 13 of the Plan.
CORPAY, INC.
AMENDED AND RESTATED 2010 EQUITY COMPENSATION PLAN
PERFORMANCE STOCK UNIT AWARD CERTIFICATE
AMENDED AND RESTATED 2010 EQUITY COMPENSATION PLAN
PERFORMANCE STOCK UNIT AWARD CERTIFICATE
Pursuant to the provisions of the Corpay, Inc. Amended and Restated 2010 Equity Compensation Plan (“Plan”), Corpay, Inc. (“Company”) hereby grants to the individual identified below (the “Key Employee”) an award of Performance Stock Units (“PSUs”) as set forth below, subject to the terms and conditions of the Plan, Exhibit A of this Performance Stock Unit Award Certificate, and the Statement of Performance Goals provided to the Key Employee in connection with the PSUs (the “Statement of Performance Goals”).
| Key Employee: | Armando Lins Netto | ||||
Award Number: | |||||
Grant Date: | July 22, 2026 | ||||
| Number of PSUs Granted: | 28,213 | ||||
| Performance Criteria: | Achievement of the objectives set forth in the Statement of Performance Goals, subject to the Key Employee’s continuous employment through the applicable Vesting Date. | ||||
| Performance Period: | July 22, 2026 through August 31, 2028 | ||||
You may review your equity grant and vesting schedule in your E*TRADE account. If you have any questions, please contact the equity support team.
CORPAY, INC.
/s/ Crystal Williams
_____________________
Crystal F. Williams
CHRO
PERFORMANCE STOCK UNIT AWARD CERTIFICATE
EXHIBIT A
TERMS AND CONDITIONS
(“Agreement”)
Capitalized terms not otherwise defined in this Agreement shall have the meaning as set forth in first page of the Performance Stock Unit Award Certificate, or if not defined therein, then in the Plan.
§ 1.Grant of Performance Stock Unit Award. Pursuant to the provisions of the Plan, the Company grants to the Key Employee an award of Performance Stock Units (“PSUs”), in the number set forth on the first page of the Performance Stock Unit Award Certificate. Each PSU represents the right to receive one share of Stock, subject to the terms and conditions set forth in this Agreement and in the Plan, a copy of which has and will be made available to the Key Employee upon written request to the corporate Secretary of the Company.
§ 2.Vesting. Except as otherwise provided in this Agreement, the PSUs set forth on the first page of the Performance Stock Unit Award Certificate shall vest and become non-forfeitable on the applicable Vesting Date, subject to (1) the achievement of the applicable Performance Goal set forth in the Statement of Performance Goals during the Performance Period and (2) the Key Employee remaining continuously in the Active Employment of the Company through the applicable Vesting Date. For purposes of this Agreement, “Vesting Date” means, with respect to each Tranche (as defined in the Statement of Performance Goals) of PSUs for which the applicable Performance Goal is achieved, subject to the terms of the Plan. For purposes hereof, the “Active Employment” of the Key Employee shall be deemed to cease on the earliest of:
(i)the date the Key Employee has a termination of employment,
(ii)the date the Company provides notice to the Key Employee terminating his or her employment with the Company (whether such termination is effective immediately or at a specified date in the future), or
(iii)the date the Key Employee provides notice to the Company terminating his or her employment with the Company (whether such termination is effective immediately or at a specified date in the future);
provided that if the Key Employee is terminated by the Company without Cause, the Key Employee shall be deemed to continue in Active Employment through to the end of any statutory notice of termination period. For certainty, if the Key Employee is terminated by the Company without Cause, Active Employment shall immediately cease as of the end of any statutory notice of termination period and shall not be extended by any contractual or common law notice of termination, pay in lieu thereof, or by any entitlement to payment of severance. The Committee shall determine, in its sole discretion, the date as of which a Key Employee has ceased Active Employment with the Company for purposes of determining the vesting of PSUs. The Key Employee shall not be deemed to have a termination of employment as a result of a transfer between the Company, a Parent, or a Subsidiary or Affiliate or any combinations of such organizations.
§ 3.Subject to § 3, if either condition set forth in the first sentence of this § 2 is not satisfied with respect to any PSUs, such PSUs shall be automatically forfeited and the Company shall not have any further obligation to the Key Employee under this Agreement with respect to such PSUs. Once vested, PSUs shall become “Vested Units.”
§ 4.Change in Control, Death, or Disability: If (1) there is a Change in Control on any date and the Plan and the PSUs are continued in full force and effect or there is an
assumption or substitution of the PSUs pursuant to the merger or other agreement which effects such Change in Control and (2) the Key Employee’s employment is terminated at the Company’s initiative for reasons other than Cause or is terminated at the Key Employee’s initiative for Good Reason within the Protection Period, then the PSUs shall fully vest and be non-forfeitable on the date his or her employment so terminates (without regard to § 2 of this Agreement) in accordance with § 14 of the Plan as in effect on the Grant Date. If there is a Change in Control on any date and the PSUs are not continued in full force and effect or there is no assumption or substitution of the PSUs pursuant to the merger or other agreement which effects such Change in Control, then the PSUs shall fully vest and be non-forfeitable in accordance with § 14 of the Plan (as in effect on the Grant Date) on the date of the Change in Control.
In the event that Key Employee’s Active Employment terminates because Key Employee dies or becomes disabled, the unvested portion of the PSUs will vest subject to the degree of achievement of the Stock Price Hurdle requirements.
§ 5.Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, until the PSUs are settled in accordance with § 7 of this Agreement, the PSUs or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Key Employee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the PSUs or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the PSUs will be forfeited by the Key Employee and all of the Key Employee's rights to such PSUs shall immediately terminate without any payment or consideration by the Company.
§ 6.Clawback Provisions. Notwithstanding any other provision of this Agreement to the contrary, any PSU granted, shares of stock issued, and/or any amount received with respect to any sale of any such shares of stock, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s Compensation Recoupment Policy effective October 23, 2023, as it may be amended from time to time (the “Policy”). The Key Employee agrees and consents to the Company’s application, implementation and enforcement of (a) the Policy or any similar policy established by the Company that may apply to the Key Employee and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Key Employee) or applicable law without further consent or action being required by the Key Employee. To the extent that the terms of this Agreement and the Policy or any similar policy conflict, then the terms of the Policy shall prevail.
§ 7.Voting Rights. The Key Employee shall not have any rights as a shareholder with respect to PSUs unless and until such PSUs vest and are settled by the issuance of shares of Stock in accordance with § 7 of this Agreement.
§ 8.Settlement and Payment of Performance Stock Units.
(a)Within 30 days after any PSUs become Vested Units, and in all events within the short-term deferral period for purposes of Section 409A of the Code, the Company shall (1) issue and deliver to the Key Employee the number of shares of Stock equal to the number of such Vested Units, and (2) enter the Key Employee’s name on the books of the Company as the shareholder of record with respect to the shares of Stock delivered to the Key Employee.
(b)If the Key Employee is deemed a "specified employee" within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Key Employee becomes eligible for settlement of the PSUs upon his "separation from service" within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (1) the date that is six (6) months following the Key Employee's separation from service and (2) the Key Employee's death.
(c)To the extent that the Key Employee does not vest in any PSUs, all interest in such PSUs shall be forfeited. The Key Employee has no right or interest in any PSUs that are forfeited.
§ 9.No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Key Employee any right to be retained in the employment or service of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Key Employee's employment or service at any time for any reason.
§ 10.Adjustments. If any change is made to the outstanding shares of Stock or the capital structure of the Company, if required, the PSUs shall be adjusted in any manner as contemplated by § 13 of the Plan.
§ 11.Tax Liability and Withholding. The Key Employee hereby directs that the Company satisfy any applicable tax withholding requirements arising out of the vesting of this grant of PSUs by withholding shares of Stock that otherwise would be transferred to the Key Employee, provided that any such action by the Company shall not result in a violation of Section 16(b) of the 1934 Act.
§ 12.Compliance with Law. The PSUs and the issuance or transfer of shares of Stock in accordance with § 7 shall be subject to compliance by the Company and the Key Employee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the shares of Stock may be listed. No shares of Stock shall be issued or transferred unless and until all applicable requirements of state and federal law and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Key Employee understands that the Company is under no obligation to register the shares of Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.
§ 13.Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Committee, care of the Company, at the Company's principal corporate offices. Any notice required to be delivered to the Key Employee under this Agreement shall be in writing and addressed to the Key Employee at the Key Employee's address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Committee) from time to time.
§ 14.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.
§ 15.Interpretation. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. Any dispute regarding the interpretation of this Agreement shall be submitted by the Key Employee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Key Employee and the Company.
§ 16.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Key Employee and the Key Employee's beneficiaries, executors, administrators and the person(s) to whom the PSUs may be transferred by will or the laws of descent or distribution.
§ 17.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
§ 18.Discretionary Nature of Plan; Amendment. The Plan is discretionary and may be amended, altered, suspended or terminated by the Board at any time, in its discretion. The
grant of the PSUs in this Agreement does not create any contractual right or other right to receive any PSUs or other awards in the future. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Key Employee's employment with, or service to, the Company or its Affiliates.
§ 19.Section 409A. This Agreement is intended to be exempt from Section 409A of the Code under the short-term deferral exclusion and shall be construed and interpreted in a manner that is consistent with such intent. If, for any reason, the Company determines that the PSUs are subject to Section 409A of the Code, the Company shall have the right in its sole discretion (without any obligation to do so) to adopt such amendments to the Plan or this Agreement, or to adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take other actions, as the Company determines are necessary or appropriate for the Agreement to either be exempt from or comply with the requirements of Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Key Employee on account of non-compliance with Section 409A of the Code.
§ 20.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.
§ 21.Acceptance. The Key Employee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Key Employee accepts the PSUs subject to the terms and conditions of the Plan and this Agreement. The Key Employee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the PSUs or disposition of the underlying shares of Stock, and that the Key Employee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.
§ 22.Data Privacy. The Key Employee acknowledges that the Company and its Affiliates will collect, process, transfer and hold the Key Employee’s personal data as is necessary for the purposes of operating the Plan and administering the Key Employee’s PSUs, and hereby provides consent to these actions.
§ 23.
STATEMENT OF PERFORMANCE GOALS
This Statement of Performance Goals applies to the PSUs granted to the Key Employee on the Grant Date and applies with respect to the Performance Stock Unit Award Certificate between the Company and the Key Employee (the “Certificate”). Capitalized terms used in this Statement of Performance Goals that are not specifically defined in this Statement of Performance Goals have the meanings assigned to them in the Certificate.
The PSUs granted under the Certificate are divided into three tranches (each, a “Tranche”) as follows: the first Tranche consists of 9,405 PSUs (the “First Tranche”); the second Tranche consists of 9,404 PSUs (the “Second Tranche”); and the third Tranche consists of the remaining 9,404 PSUs (the “Third Tranche”). Each Tranche will be earned and eligible to vest in accordance with the Certificate, if at all, upon the satisfaction of the stock price hurdles set forth below, subject to the Committee’s prompt review and determination that the requisite stock price hurdles have been attained (the “Committee Determination”).
First Tranche: The First Tranche will be earned and eligible to vest on the first calendar day by which the Company’s closing price per share of Stock (as reasonably determined by the Company) on the primary national securities exchange on which the Company’s Stock then trades (the “Exchange”) has met or exceeded $425 for five (5) separate trading days during the Performance Period.
Second Tranche: The Second Tranche will be earned and eligible to vest on the first calendar day by which the Company’s closing price per share of Stock (as reasonably determined by the Company) on the Exchange has met or exceeded $450 for five (5) separate trading days during the Performance Period.
Third Tranche: The Third Tranche will be earned and eligible to vest on the first calendar day by which the Company’s closing price per share of Stock (as reasonably determined by the Company) on the Exchange has met or exceeded $475 for five (5) separate trading days during the Performance Period.
Certification of Performance Goals. Except as otherwise provided in § 3 of the Agreement, in order for any Tranche to be earned and eligible to vest, the Tranche’s applicable stock price hurdle must be achieved during the Performance Period, and the Committee Determination must be made; otherwise, such Tranche will not be eligible to vest.
Stock Price Hurdle Adjustments. If any change is made to the outstanding shares of Stock or the capital structure of the Company, if required, the Performance Stock Units shall be adjusted in any manner as contemplated by § 13 of the Plan.
Exhibit 31.1
CERTIFICATIONS
I, Ronald F. Clarke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Corpay, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ Ronald F. Clarke | ||
| Ronald F. Clarke | ||
| Chief Executive Officer | ||
August 7, 2026
Exhibit 31.2
CERTIFICATIONS
I, Peter Walker, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Corpay, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Peter Walker | ||
| Peter Walker | ||
| Chief Financial Officer | ||
August 7, 2026
Exhibit 32.1
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Corpay, Inc., a Delaware corporation (the “Company”), on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), Ronald F. Clarke, Chief Executive Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Ronald F. Clarke | ||
| Ronald F. Clarke | ||
| Chief Executive Officer | ||
August 7, 2026
[A signed original of this written statement required by Section 906 has been provided to Corpay, Inc. and will be retained by Corpay, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.]
Exhibit 32.2
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Corpay, Inc., a Delaware corporation (the “Company”), on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), Peter Walker, Chief Financial Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Peter Walker | ||
| Peter Walker | ||
| Chief Financial Officer | ||
August 7, 2026
[A signed original of this written statement required by Section 906 has been provided to Corpay, Inc. and will be retained by Corpay, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.]