CORPAY, INC.

Corpay, Inc. is a global corporate payments company that helps businesses and consumers better manage and pay their expenses in a simple, controlled manner. The company estimates that businesses spend approximately $145 trillion annually in transactions with other businesses, and in many instances, businesses lack the proper tools to monitor what is being purchased and employ manual, paper-based, disparate processes and methods to both approve and make payments for their business-to-business purchases. Corpay's vision is that every payment is digital, every purchase is controlled and every related decision is informed. The company operates primarily in three geographies, with approximately 79% of its business in the U.S., Brazil and the U.K., and facilitates payments to or on behalf of millions of businesses around the world through multiple modalities.

Corpay's primary competition is from financial institutions providing a full suite of financial products, including general purpose cards, AP payments and cross-border solutions, as well as specialized competitive offerings from other companies that vary by product solution. In Corporate Payments, competitors include American Express and Coupa. In Vehicle Payments, fuel solutions compete with WEX, U.S. Bank Voyager Fleet Systems, Edenred, Sodexo, Alelo, Radius Payment Solutions and DKV; toll solutions compete with ConectCar, Veloe (Alelo) and Repom (Edenred); and parking solutions compete with ParkMobile, ParkHub, Parking BOXX and FLASH. In Lodging Payments, competitors include traditional travel management companies such as American Express Global Business Travel, as well as in-house travel solutions at large corporations and airlines. In Other, gift and payroll card solutions compete with Fiserv, other special-purpose card issuers and payroll companies. The company's competitive advantages include global scale across four continents, a compounding growth model benefiting from strong revenue retention, proprietary networks that allow for unique data capture at the point-of-sale, scalable technology that can on-board incremental customer volume with very limited need for additional infrastructure, and diversification designed to provide stability through the portfolio effect.

Corpay generates revenue through a broad suite of payment and spend management solutions, including accounts payable automation and cross-border payment solutions, commercial card programs, vehicle payment solutions and lodging payment solutions. The majority of revenue is derived from business customers, which tend to have relatively predictable, consistent volumes, and the company employs recurring revenue models that are volume-driven, resulting in predictable revenue. Revenue is generally reported net of the cost for underlying products and services purchased, referred to as net revenue. The company actively markets and sells to current and prospective customers using a multi-channel, go-to-market strategy, which includes comprehensive digital channels, direct sales forces and strategic partner relationships, and sells stand-alone products and services while currently deploying platforms where a single customer can use multiple products from one user interface.

Corpay's Corporate Payments solutions simplify and automate vendor payments and include AP automation, virtual cards, cross-border payments and purchasing and travel and entertainment card products. The cross-border solution is used by customers to pay international vendors, foreign office and personnel expenses and for profit repatriation and dividends via foreign currency transactions structured with spot trades, forward contracts and option contracts, and the company may use its own proprietary network, SWIFT international payments network, and even stablecoins to move liquidity around the world. The spend management solution provides customers with a unified platform to control, analyze and optimize employee-driven spend across the organization, incorporating advanced analytics including artificial intelligence enabled capabilities. The AP modernization solution offers invoice and payments automation solutions purpose-built for the simplest small business to the most complex large enterprise, initiating, managing and guaranteeing payment of all company-approved bills through whichever payment modalities the vendors allow. The virtual card solution provides a single-use card number for a specific amount usable within a defined timeframe and operates on the Mastercard network, with a proprietary merchant acceptance network that is unique due to the nature of commercial virtual card acceptance. The purchasing and T&E card solutions enable secure, controlled payment for employee-driven operational and travel-related expenses while delivering meaningful financial benefits, providing access to flexible credit lines and rebate opportunities. For the year ended December 31, 2025, Corporate Payments revenues were $1,635.1 million ¹, representing 36% of consolidated revenues, net ².

Corpay's Vehicle Payments solutions are purpose-built to enable customers to pay for vehicle related expenses, utilizing both proprietary and third-party payment acceptance networks. The fuel solutions are used by customers to pay and control spending for fuel for vehicles and fleets and are fuel type agnostic, with fuel partners including Arco, Speedway, Casey's and fuel marketers of all sizes, and vehicle OEM partners including Renault, NIO, Polestar and Jaguar-Land Rover. The tolls and parking solution, operated primarily in Brazil, is a leading electronic toll payments provider in the form of RFID tags affixed to vehicle windshields, processing transactions for more than 7.5 million tagholders ³ on 100% of the toll roads that accept RFID across Brazil, with tags usable at approximately 8,300 participating merchant locations ⁴ to purchase goods and services. The vehicle compliance apps in Brazil allow millions of drivers to pay for vehicle taxes, vehicle registration and parking and fines instantly, connected with 100% of Brazil's State Department of Motor Vehicles ⁵. The auto insurance and road assistance services are offered through a physical sales channel with more than four million policies issued so far ⁶. The fleet maintenance solution provides a SaaS-based vehicle management solution that helps major leasing companies and fleet operators manage vehicle maintenance, service and repair needs primarily in the U.K., processing transactions at approximately 9,000 service centers ⁷, and tire repair and management services service over one million vehicles across approximately 25,000 tire centers ⁸ in Germany, Austria, Switzerland, Norway, Sweden, Finland, Czech Republic and Hungary. The benefits solutions in Mexico and Brazil offer prepaid food vouchers or cards to employees via their employer. For the year ended December 31, 2025, Vehicle Payments revenues were $2,138.7 million ⁹, representing 47% of consolidated revenues, net ¹⁰. Lodging Payments solutions help businesses manage and control their lodging costs, serving customers through three primary verticals: workforce, airlines and insurance, utilizing both proprietary and third-party networks where the company provides access to deeply discounted hotel rooms. For the year ended December 31, 2025, Lodging Payments revenues were $469.5 million ¹¹, representing 10% of consolidated revenues, net ¹². Other includes gift and payroll card solutions, with gift solutions providing fully integrated gift card program management and processing services to retailers in 66 countries ¹³ and payroll card solutions offering a reloadable stored value card in North America operating on the Mastercard payment network and the Allpoint ATM network. For the year ended December 31, 2025, Other revenues were $285.1 million ¹⁴, representing 6% of consolidated revenues, net ¹⁵.

In February 2025, the company acquired 100% of Gringo, a Brazil-based vehicle registration and compliance payment company, for approximately $153.7 million ¹⁶, net of cash of approximately $10.2 million ¹⁷, and as a result of a capital infusion into Zapay, the company's controlling interest in Zapay increased to approximately 86% ¹⁸. In April 2025, the company expanded its strategic partnership with Mastercard, with Mastercard acquiring a 2.3% ¹⁹ interest in the cross-border business for $300 million ²⁰, and Mastercard has the right to sell its interest back to the company for six months starting on August 1, 2027, with a reciprocal call right for the company starting on May 1, 2028, at a purchase price of $300 million ²¹ of invested capital plus 8% per annum ²², compounded annually. In May 2025, the company formed a limited partnership with TPG that acquired AvidXchange, and in October 2025, the company invested approximately $578 million ²³ for approximately 35% ²⁴ of the equity in the limited partnership for an enterprise valuation of approximately $1.9 billion ²⁵, with the limited partnership utilizing approximately $450 million ²⁶ of debt financing. In July 2025, the company announced a firm intention to make a cash offer to acquire 100% of Alpha Group International plc, and on October 31, 2025, completed the acquisition for £42.50 ²⁷ in cash for each Alpha share, resulting in an aggregate purchase price of approximately £1.8 billion ²⁸, or $2.4 billion ²⁹. In July 2025, the company announced the divestiture of its BP private label fuel card portfolio for approximately $60 million ³⁰, which closed in October 2025. In February 2026, the company signed a definitive agreement to sell PayByPhone for $450 million ³¹. During the year ended December 31, 2025, the company repurchased 2,568,667 ³² common shares totaling $0.8 billion ³³ under its stock repurchase program, and on December 18, 2025, the Board authorized an increase to the aggregate size of the Program by $1.0 billion ³⁴ to $10.1 billion ³⁵, leaving the company up to $1.5 billion ³⁶ of remaining authorization. Since the beginning of the Program through December 31, 2025, 35,659,347 ³⁷ shares have been repurchased for an aggregate purchase price of $8.6 billion ³⁸.

Consolidated revenues, net were $4,528.4 million ³⁹ for the year ended December 31, 2025, an increase of 13.9% ⁴⁰ compared to $3,974.6 million ⁴¹ in the prior year, driven primarily by organic growth of 10% ⁴² and growth of 5% ⁴³ from acquisitions, partially offset by approximately $36 million ⁴⁴, or 1% ⁴⁵, from the disposition of businesses and a negative impact of the macroeconomic environment of approximately $32 million ⁴⁶. Net income attributable to Corpay was $1,069.8 million ⁴⁷ for 2025, an increase of 6.6% ⁴⁸ compared to $1,003.7 million ⁴⁹ in 2024. Net income per diluted share attributable to Corpay was $15.03 ⁵⁰ for 2025 compared to $13.97 ⁵¹ in 2024. Adjusted net income attributable to Corpay was $1,518.1 million ⁵² for 2025 compared to $1,364.1 million ⁵³ in 2024, and adjusted net income per diluted share attributable to Corpay was $21.38 ⁵⁴ compared to $19.01 ⁵⁵ in the prior year. EBITDA was $2,347.2 million ⁵⁶ for 2025 compared to $2,107.7 million ⁵⁷ in 2024, and adjusted EBITDA was $2,565.1 million ⁵⁸ compared to $2,270.8 million ⁵⁹ in the prior year, with adjusted EBITDA margin of 56.6% ⁶⁰ compared to 57.1% ⁶¹.

A key growth vector for Corpay is the expansion of its Corporate Payments solutions, particularly through acquisitions and strategic partnerships. The acquisition of Alpha Group International plc, completed on October 31, 2025 for an aggregate purchase price of approximately £1.8 billion ⁶², or $2.4 billion ⁶³, is expected to strengthen the company's cross-border foreign exchange solutions for corporations and investment funds in the U.K. and Europe, as Alpha pioneered alternative bank accounts as a simpler, faster way for investment managers to fund their investments and pay expenses anywhere in Europe. The investment in AvidXchange, where the company invested approximately $578 million ⁶⁴ for approximately 35% ⁶⁵ of the equity in a limited partnership with TPG for an enterprise valuation of approximately $1.9 billion ⁶⁶, provides exposure to AP automation solutions for lower middle market companies with a focus on several verticals including real estate, homeowners associations, financial institutions and media. The limited partnership agreement provides that 33 months after the closing, the company will have the right to acquire all the remaining outstanding equity in the limited partnership for approximately 2.5 times invested capital ⁶⁷, and if the company does not exercise such right and TPG decides to sell to a third party, the company is required to guarantee a return to its partners of approximately 1.6 times invested capital ⁶⁸.

Another significant growth vector is the expansion of the company's Vehicle Payments solutions, particularly in electric vehicle charging and digital mobility. The company is actively expanding its EV footprint to accommodate charging in the U.S., U.K. and Europe, with proprietary EV networks in the U.K. and western Europe combined with its Mastercard network in the U.S. offering access to hundreds of thousands of charge points and the management of at-home charging. The company's EV home-charging software solution is aimed at fleets that need to accurately reimburse drivers for charging that takes place at home for business purposes. The acquisition of Gringo in February 2025 for approximately $153.7 million ⁶⁹, net of cash of approximately $10.2 million ⁷⁰, further scales the company's Vehicle Payments business in Brazil by adding a digital app and national network that helps drivers pay vehicle taxes, registration and fines. The company's Sem Parar super app has more than 30 different vehicle-related features with over four million quarterly active users ⁷¹, and the standalone apps have over 4 million active users combined ⁷².

The filing discusses margin trajectory and cost structure evolution primarily through the lens of segment operating income and adjusted EBITDA margin. Consolidated operating income was $1,994.1 million ⁷³ for 2025, an increase of 11.6% ⁷⁴ compared to $1,787.2 million ⁷⁵ in 2024. Adjusted EBITDA margin was 56.6% ⁷⁶ for 2025 compared to 57.1% ⁷⁷ in 2024. Over the long term, management expects that expenses will decrease as a percentage of revenues as revenues increase, except for expenses related to transaction volume processed. To support expected revenue growth, the company plans to continue to incur additional sales and marketing expense by investing in direct marketing, third-party agents, internet marketing, telemarketing and field sales force. The company also expects that compliance costs will increase in the future for its regulated subsidiaries.

The filing discusses technology infrastructure investments as a key operational focus. In 2025, the company spent approximately $408 million ⁷⁸ in capital and operating expenses to operate, protect and enhance its technology. Capital expenditures were $200.8 million ⁷⁹ in 2025, an increase of $25.6 million ⁸⁰, or 15% ⁸¹, from $175.2 million ⁸² in 2024 due to the impact of acquisitions and continued investments in technology. The company operates application development centers in the U.S., U.K., Netherlands, Czech Republic, Brazil and New Zealand, and its technology function is based in the U.S., Europe and Brazil. The company's IT transformation initiatives are focused on three main pillars: digital strategy, core systems modernization, and data. The company's technology infrastructure is supported by highly-secure data centers with redundant locations, and in 2025, the company achieved over 99.9% ⁸³ up-time for authorizations globally. As of December 31, 2025, Corpay employed approximately 11,800 associates ⁸⁴ located in 34 countries around the world, with approximately 4,300 of those associates based in the U.S. ⁸⁵.

The filing discusses capital allocation in detail. The company's Board has approved a stock repurchase program authorizing the company to repurchase its common stock from time to time until December 31, 2026. On December 18, 2025, the Board authorized an increase to the aggregate size of the Program by $1.0 billion ⁸⁶ to $10.1 billion ⁸⁷, leaving the company up to $1.5 billion ⁸⁸ of remaining authorization available under the Program for future repurchases. The company repurchased 2,568,667 ⁸⁹ common shares totaling $0.8 billion ⁹⁰ in 2025. The company has never declared or paid any dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future, and its credit agreements restrict its ability to pay dividends. Capital expenditures were $200.8 million ⁹¹ in 2025. The company invested approximately $578 million ⁹² for approximately 35% ⁹³ of the equity in the limited partnership with TPG for the AvidXchange acquisition, and Mastercard invested $300 million ⁹⁴ for a 2.3% ⁹⁵ noncontrolling interest in the cross-border business. The company also utilized borrowings under its Credit Facility to fund the Alpha acquisition, with the aggregate cash consideration paid being approximately £1.8 billion ⁹⁶, or $2.4 billion ⁹⁷.

The filing identifies several structural headwinds and constraints that management has explicitly flagged. Adverse macroeconomic conditions within the U.S. or internationally, including recessions or economic downturns, inflation, rising or volatile interest rates, deteriorating credit conditions, labor shortages, high unemployment, currency fluctuations, economic sanctions and export controls (including tariffs), as well as the prospect or occurrence of more widespread conflicts, rising energy prices, a slowdown of global trade, and reduced consumer, small business, government and corporate spending, have a direct impact on the demand for the company's business-related products. The company estimates that approximately 8% ⁹⁸ of consolidated revenue was directly influenced by the absolute price of fuel during the year ended December 31, 2025, and approximately 4% ⁹⁹ of consolidated revenue was derived from transactions where revenue is tied to fuel price spreads. The company also faces risks related to changes in foreign currency exchange rates, as approximately 51% ¹⁰⁰ of its revenue was denominated in currencies other than the U.S. dollar for the year ended December 31, 2025. Additionally, the company faces risks related to the adoption of electric vehicles, as the measurement, control and payment needs of customers operating EVs are similar to those operating traditional vehicles, and the company must successfully execute its EV strategy to avoid adverse effects on its business.

The filing identifies several regulatory and geopolitical headwinds. The company is subject to increasing regulation in the U.S. and internationally, including money transmission and payment instrument licensing, privacy and information security laws, anti-money laundering and sanctions regulations, derivatives regulations, and interchange fee regulations. The company is also subject to the FTC Order issued on June 8, 2023, which requires compliance with certain advertising, contracting, record maintenance and reporting requirements for the U.S. fuel card business. The company faces risks related to international operations, including exchange controls, capital repatriation restrictions, shifting import and export regimes, evolving local payments regulations and heightened enforcement uncertainty. The company is also exposed to risks from geopolitical conflicts, including between Russia and Ukraine and within the Middle East, which could result in retaliatory cyber-attacks, supply chain disruptions, or other actions that may disrupt business operations.

Corpay faces material risks from its dependence on the Mastercard network, as a significant source of revenue comes from processing transactions through the Mastercard networks, and the termination of its registration or changes in payment network rules could require the company to stop providing Mastercard payment processing services. The company is also exposed to significant credit risk from its customers, with bad debt expense potentially increasing if the company fails to adequately manage credit risks or monitor for fraud. The company's balance sheet includes goodwill and intangible assets representing approximately 41% ¹⁰¹ of total assets at December 31, 2025, and the company recorded a non-cash goodwill impairment loss of $90.0 million ¹⁰² in 2024, with any further impairment of a significant portion of these assets negatively affecting financial results. The company faces risks related to fuel price volatility, as approximately 8% ¹⁰³ of consolidated revenue was directly influenced by the absolute price of fuel and approximately 4% ¹⁰⁴ was derived from transactions where revenue is tied to fuel price spreads during the year ended December 31, 2025. Additionally, the company is subject to the FTC Order issued on June 8, 2023, which requires compliance with certain advertising, contracting, record maintenance and reporting requirements for the U.S. fuel card business, and material failures to comply may subject the company to enforcement proceedings, significant fines, penalties or liabilities.

Management's message to shareholders emphasizes Corpay's position as a global corporate payments company that helps businesses and consumers better manage and pay their expenses, with a vision that every payment is digital, every purchase is controlled and every related decision is informed. The filing highlights that management believes the company's growth model historically benefits from strong revenue retention, organic growth from new customer acquisitions and selling more value-added products to current customers, via developed and acquired payment solutions. The strategic priorities emphasized for the period ahead include continuing to pursue attractive acquisition opportunities to strengthen and extend market positions, investing in technology modernization through IT transformation initiatives focused on digital strategy, core systems modernization and data, and expanding the company's EV footprint to accommodate charging in the U.S., U.K. and Europe. Management also emphasizes the importance of the company's multi-channel go-to-market strategy, which includes comprehensive digital channels, direct sales forces and strategic partner relationships, and the deployment of platforms where a single customer can use multiple products from one user interface.