CPAY 10-K & 10-Q changes, risk factors and insider trading

Our ability to provide reliable service to customers, cardholders and other network participants depends upon uninterrupted operation of our data centers and call centers as well as third-party labor and services providers. Incidents affecting these third parties, including disruptions, system outages, technology failures or vulnerabilities, capacity constraints, insolvency, or other cybersecurity incidents could disrupt our services and extend recovery times beyond our control. Our business involves processing large numbers of transactions, the movement of large sums of money and the management of large amounts of data.

Our subsidiaries operate in various countries and country specificcountry-specific factors, such as power availability, telecommunications carrier redundancy, embargoes and regulationregulations can adversely impact our information processing by, or for, our local subsidiaries.

We engage backup facilities for each of our processing centers for key systems and data. However, there could be material delays in fully activating backup facilities depending on the nature of the breakdown, security breachbreach, cyberattack or catastrophic event (such as fire, explosion, flood, pandemic, natural disaster, power loss, telecommunications failure or physical break-in). Although, we have controls and documented measures to mitigate these risks, these mitigating controls might not reduce the duration, scope or severity of an outage in time to avoid adverse effects. Disruptions could result in transaction delays or failure, financial losses, contractual penalties, regulatory scrutiny and damage to our reputation. In addition, evolving regulatory frameworks focused on operational resilience and incident reporting may increase our obligations and potential exposure arising from such events.

We may experience cybersecurity incidents, software defects, system errors, computer virusesoutages and development delays, which could damage customer relationships, decrease our profitability and expose us to liability.

Our business depends heavily on the reliabilityreliability, availability and security of proprietary and third-party processing systems.systems and cloud infrastructure. A system outage could adversely affect our business, financial condition or results of operations, including by damaging our reputation or exposing us to third-party liability. To successfully operate our business, we must be able to protect our processing and other systems from interruption, including from events that may be beyond our control. Events that could cause system interruptions include, but are not limited to, fire, natural disaster, unauthorized entry, power loss, telecommunications failure, computer viruses, ransomware or other cybersecurity incidents, technology failures, software or other vulnerabilities, terrorist acts and war. Although we have taken steps to protect against data loss and system failures, there is still risk that we may lose critical data or experience system failures.failures, and that our controls may not be effective in all circumstances.

Our solutions are based on sophisticated software and computing systems that are constantly evolving. We often encounter delays and cost overruns in developing changes implemented to our systems. In addition, the underlying software may contain undetected errors, viruses or defects. Defects in our software products and errors or delays in our processing of electronic transactions could result in additional development costs, diversion of technical and other resources from our other development efforts, loss of credibility with current or potential customers, harm to our reputation or exposure to liability claims. In addition, we rely on technologies supplied to us by third parties that may also contain undetected errors, virusesvulnerabilities or defects that could adversely affect our business, financial condition or results of operations. Although we attempt to limit our potential liability for warranty claims through disclaimers in our software documentation and limitation of liability provisions in our licenses and other agreements with our customers, we cannot assure that these measures will be successful in limiting our liability.liability or covering all losses.

We may not be able to adequately protect our systems or the data we collect from continually evolving cybersecurity risksand or other technologicaldata-protection risks, which could subject us to liability and damage our reputation.

Other than an unauthorized access incident during the second quarter of 2018, previously disclosed in 2018, weWe are not aware of any recent material breach of our or our associated third parties’ computer systems, although we and others in our industry are regularly the subject of attempts by bad actors to gain unauthorized access to these computer systems and data or to obtain, change or destroy confidential data (including personal consumer information of individuals) through a variety of means.

Because techniques used to sabotage or obtain unauthorized access to our systems and the data we collect change frequently and may not be recognized until launched against a target, especially considering heightened threats and risks associated with artificial intelligence,intelligence and other technologies, we may be unable to anticipate these techniques or to implement adequate preventative measures. An incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered. Our ability to address incidents may also depend on the timing and nature of assistance that may be provided from relevant governmental or law enforcement agencies. Threats to our systems and our associated third parties’ systems can derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. Computer viruses can be distributed and could infiltrate our systems or those of our associated third parties. In addition, denial of service or other attacks could be launched against us for a variety of purposes, including to interfere with our services or create a diversion for other malicious activities. Although we believe we have sufficient controls in place to prevent disruption and misappropriation and to respond to such attacks, any inability to prevent security breaches could have a negative impact on our reputation, expose us to liability, decrease market acceptance of electronic transactions and cause our present and potential clients to choose another service provider.

We could also be subject to liability for claims relating to misuse of personal information, such as unauthorized marketing purposes and violation of data privacy laws. For example, we are subject to a variety of U.S. and international statutes, regulations and rulings relevant to the direct email marketing and text-messaging industries. While we believe we are in compliance with the relevant laws and regulations, ifIf we were ever found to be in violation, our business, financial condition, operating results and cash flows could be materially adversely affected. We cannot provide assurance that the contractual requirements related to security and privacy that we impose on our service providers who have access to customer and consumer data will be followed or will be adequate to prevent the unauthorized use or disclosure of data. In addition, we have agreed in certain agreements to take certain protective measures to ensure the confidentiality of customer data. The costs of systems and procedures associated with such protective measures, as well as the cost of deploying additional personnel, training our employees and hiring outside experts, may increase and could adversely affect our ability to compete effectively. Any failure to adequately enforce or provide these protective measures could result in liability, protracted and costly litigation, governmental and card network intervention and fines, remediation costs and with respect to misuse of personal information of our customers, lost revenue and reputational harm. While we maintain insurance covering certain security and privacy damages and claim expenses above a certain financial retention level, we may not carry insurance or maintain coverage sufficient to compensate for all liability and such insurance may not be available for renewal on acceptable terms or at all, and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

The markets for our solutions are highly competitive and characterized by rapid technological change, frequent introduction of new products and services, evolving industry standards and evolving customer needs. We must respond to the technological advances offered by our competitors, including the use of artificial intelligence and the requirements of regulators and our customers and partners, in order to maintain and improve upon our competitive position and fulfill contractual obligations. We may be unsuccessful in expanding our technological capabilities and developing, marketing, selling or encouraging adoption of new or enhanced products and services that meet these changing demands, which could jeopardize our competitive position. Similarly, if new technologies are developed that displace our traditional payment card as payment mechanisms for purchase transactions by businesses, we may be unsuccessful in adequately responding to customer practices and our transaction volume may decline. In addition, we regularly engage in significant efforts to upgrade our products, services and underlying technology, which may or may not be successful in achieving broad acceptance or their intended purposes.

The solutions we deliver are designed to process complex transactions and provide reports and other information on those transactions, all at high volumes and processing speeds. AnyNew or enhanced offerings can present performance, scalability or interoperability challenges, and any failure to deliver an effective and secure productproducts or serviceservices, or any performance issue that arises with a new product or serviceservice, could result in significant processing or reporting errorserrors, customer dissatisfaction or other losses. We may rely on third parties to develop or co-develop our solutions or to incorporate our solutions into broader platforms for the commercial payments industry.and adjacent use cases. We may not be able to enter into such relationships on attractive terms, or at all, and these relationships may not be successful. In addition, partners, some of whom may be our competitors or potential competitors, may choose to develop competing solutions on their own or with third parties.

In order to remain competitive, we are continually involved in a number of projects, including the development of new platforms, mobile payment applications, e-commerce services and other new offerings emerging in the payments technology industry, including with respect to domestic and international corporate payments, and EVs. These projects carry the risks associated with any development effort, including cost overruns, delays in delivery and performance problems. Additionally, we may be unable to attract, develop and retain personnel with the skills necessary to execute our strategy in key locations and at the pace required. Any delay in the delivery of new services or the failure to differentiate our services could render our services less desirable to customers, or possibly even obsolete.

Adverse effects on paymentdemand cardfor transactionour volumebusiness-related products and other aspects of our business and operations,services, from unfavorable macroeconomic conditions, weather conditions, natural catastrophes or public health crises or from changes to business purchasing practices, could adversely affect our financial condition and operating results.

Adverse macroeconomic conditions within the U.S. or internationally, including but not limited to recessions or economic downturns, inflation, rising or volatile interest rates, deteriorating credit conditions, labor shortages and disputes, high unemployment, currency fluctuations, actual or anticipated large-scale defaults or failures, terrorist attacks, prolonged or recurring government shutdowns, regional or domestic hostilities, and economic sanctions and export controls (including tariffs), andas well as the prospect or occurrence orof more widespread conflicts, rising energy prices, or a slowdown of global trade, and reduced consumer, small business, government and corporate spending, have a direct impact on the demand for fuel,our business-related productsproducts, including fuel, lodging and services, or payment card services in general. A substantial portion of our revenue is based on the volume of payment card transactions by our customers. Accordingly, our operating results could be adversely impacted by such events or trends that negatively impact the demand for fuel, business-related products and services, or payment card services in general.services.

Further,Similarly, prolonged adverse macroeconomicweather conditionsevents, travel bans as a result of medical quarantine, geopolitical conflicts or in response to natural catastrophes, especially those that impact regions in which we process a large number and resultingamount trends,of weatherpayment conditions, natural catastrophes or public health crises,transactions, could adversely affect other aspects of our business.transaction For example, because we derive a portion of our revenues from travel-related spending, our business is sensitive to safety concerns related to travel and, limitations on travel and mobility and health-related risks, and such adverse factors could impact the amount spent on lodging solutions or other business expenses.volumes. While our lodging solutions generally benefit from weather-related events, disasters or catastrophic events in the future, including the impact of such events on certain industries or the overall economy, could have a negative effect on our business, results of operations and infrastructure, including our technology and systems. Climate change may exacerbate certain of these threats, including the frequency and severity of weather-related events. Such factorsevents and conditionssubsequent mayphysical also impact the proper functioning of financial and capital markets, which could have a negative impact on our abilitydisruptions to accesssupply capital in the future.chains.

We have significant amounts of cash, cash equivalents, receivables outstanding and other investments on deposit or in accounts with banks or other financial institutions in the U.S. and international jurisdictions. Among other services, certain banks and other financial institutions are lenders under our credit facilities, hold customer deposits for customers funds payable on demand and hold cash collateral received from customers for derivative transactions as part of our Cross-Bordercross-border solution. We regularly monitor our concentration of, and exposure to, counterparty risk and actively manage this exposure to mitigate the associated risk. Despite these efforts, we may be exposed to the risk of default on obligations by, or deteriorating operating results or financial condition or failure of, these counterparty financial institutions. If one of our counterparty financial institutions were to become insolvent, placed into receivership, or file for bankruptcy, our ability to recover losses incurred as a result of default or to access or recover our assets that are deposited, held in accounts with, or otherwise due from, such counterparty may be limited due to the insufficiency of the failed institutions’ estate to satisfy all claims in full or the applicable laws or regulations governing the insolvency, bankruptcy, or resolution proceedings. We could also face liquidity constraints if we are unable to timely transfer or access funds, securities or collateral. In the event of default on obligations by, or the failure of, one or more of these counterparties, we could incur significant losses, which could negatively impact our 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. ExtraordinaryResponses measures,by countries, such as sanctionssanctions, export controls and tariffs, will adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations or otherwise aggravate the other risk factors that we identify herein. We cannot predict the scope of macroeconomic factors because these measures are complex and evolving.evolving, and may require rapid changes to our products, services or customer onboarding and screening processes. Our efforts to comply with changes may be costly and time consuming and will divert the attention of management. Any alleged or actual failure to comply with these measures may subject us to government scrutiny, civil or criminal proceedings, sanctions and other liabilities, which may have a material and adverse effect on our business, financial condition and results of operations. We continue to refine our business continuity plan, which includes crisis response materials designed to mitigate the impact of significant disruptions to our business, but there can be no assurance that our plan will successfully mitigate all disruptions. To date, we have not experienced any material interruptions in our infrastructure, technology systems or networks needed to support our operations.

In addition, conducting and expanding our international operations subjects us to other political, economic, technological, operational and regulatory risks and difficulties that we do not generally face in the U.S. including exchange controls, capital repatriation restrictions, shifting import and export regimes, evolving local payments regulations and heightened enforcement uncertainty. We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will produce desired levels of revenue or profitability.

Criminals are using increasingly sophisticated methods to engage in illegal activities involving financial products, such as skimming and counterfeiting payment cardscards, account takeovers and identity theft. A single significant incident of fraud, or increases in the overall level of fraud, involving our cards and other products and services, could result in reputational damage to us, which could reduce the use and acceptance of our cards and other payment solutions and services or lead to greater regulation that would increase our compliance costs. Fraudulent activity could also result in the imposition of regulatory sanctions, including significant monetary fines, which could have a material adverse effect on our business, financial condition and results of operations.

Our card solutions include a variety of fees and charges associated with transactions, cards, reports, optional services and late payments. Revenues for late fees and finance charges represented approximately 4%3% of our consolidated revenue for the year ended December 31, 2024.2025. If the users of our cards decrease their transaction activity, or the extent to which they use optional services or pay invoices late, our revenue could be materially adversely affected. In addition, several market factors can affect the amount of our fees and charges, including the market for similar charges for competitive card products and the availability of alternative payment methods. Furthermore, regulators and Congress have passedpassed, and continue to consider, new legislation and regulations that changeschange the electronic payments industry’s pricing, charges and other practices related to its customers. Any restrictions on our ability to price our products and servicesservices, including caps on late fees and finance charges, network fee changes or requirements to modify billing, disclosure or dispute practices, could materially and adversely affect our revenue.

The value of certain of our solutions depend, in part, on relationships with bank partners, oil companies, fuel and lodging merchants, truck stop operators, airlines, sales channels and other channels and partnerships to grow our business. The failure to maintain and grow existing relationships, or establish new relationships, could adversely affect our revenues and operating results.

As a result, the success of these solutions is in part dependent on our ability to maintain relationships with major oil companies, petroleum marketers, closed-loop fuel and lodging merchants, truck stop operators, airlines, sales channels and other channels and partnerships (each of whom we refer to as our “partners”) and to enter into additional relationships or expand existing arrangements to increase the acceptability of our payment solutions. These relationships vary in length and may be renegotiated at the end of their respective terms. Due to the highly competitive, and at times exclusive, nature of these relationships, we often must participate in a competitive bidding process to establish or continue the relationships. Such bidding processes may focus on a limited number of factors, including pricing, which may affect our ability to effectively compete for these relationships.

WeFurthermore, we facilitate payment and foreign exchange solutions for enterprises of all sizes using a global network of bank relationships. Increased regulation and compliance requirements are impacting these businesses and our bank relationships by making it more costly for us to provide our solutions or by making it more cumbersome for businesses to do business with us.

Increased regulation and compliance requirements are impacting these businesses and our bank relationships by making it more costly for us to provide our solutions or by making it more cumbersome for businesses to do business with us. Any factors that increase the cost for us, our bank relationships, or customers or that restrict, delay, or make delivering our solutions more difficult or impractical, such as trade policy or higher tariffs, could negatively impact our revenues and harm our business. We may also have difficulty establishing or maintaining banking relationships needed to conduct our services due to evolving banks’ policies, risk profiles and compliance requirements, which may vary by financial institution.

A significant source of our revenue comes from processing transactions through the Mastercard networks. In order to offer Mastercard programs to our customers, one of our subsidiaries is registered as a member service provider with Mastercard through sponsorship by Mastercard member banks in both the U.S. and Canada. Registration as a service provider is dependent upon our being sponsored by member banks. If our sponsor banks should stop providing sponsorship for us or determine to provide sponsorship on materially less favorable terms, we would need to find other financial institutions to provide those services or we would need to become a Mastercard member, either of which could prove to be difficult and expensive. Even if we pursue sponsorship by alternative member banks, similar requirements and dependencies would likely still exist. In addition, Mastercard routinely updates and modifies its membership requirements. Changes in such requirements may make it significantly more expensive for us to provide these services.services, or may require product or process changes within compressed timelines. If we do not comply with Mastercard requirements, it could seek to fine us, suspend us or terminate our registration, which allows us to process transactions on its networks. The termination of our registration, or any changes in the payment network rules that would impair our registration, could require us to stop providing Mastercard payment processing services. If we are unable to find a replacement financial institution to provide sponsorship or become a member, we may no longer be able to provide such services to the affected customers.

There is increasedincreasing focus,and, includingin fromsome jurisdictions, diverging focus by governmental organizations, investors, employeesemployees, customers and clients,partners, on ESG issuestopics, such asincluding environmental stewardship, climate change,climate, diversity and inclusion, racialworkplace justiceconduct and workplacerelated conduct.disclosure. Shifts in expectations, together with evolving climate and sustainability reporting regimes and anti-ESG trends, may require changes to our governance practices and increased compliance and disclosure costs, and will subject us to heightened scrutiny. Negative public perception, adverse publicity or negative comments in social media commentary could damage our reputation if we do not, or are not perceived to, adequately address these issues.issues or if we are viewed as over-emphasizing or under-emphasizing particular ESG positions. Any harm to our reputation could impactaffect employee engagement and retention and the willingness of customers and our partners to do business with us. In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters, and unfavorable ratings of our company or our industries may lead to negative investor sentiment and the diversion of investment to other companies or industries.

Further, an acquisition may negatively affect our operating results because it may require us to incur charges and substantial debt or other liabilities, may cause adverse tax consequences, substantial depreciation and amortization or deferred compensation charges, may require the amortization, write-down or impairment of amounts related to deferred compensation, goodwill and other intangible assets, and may include existing or future arrangements that obligate us to make substantial cash payments, such as contingent considerationconsideration, paymentsearn-outs, option exercise payments, guarantees or minimum return, make-whole commitments, or other compensationpayments that reduce our earnings during the quarter in which incurred,incurred orand may notresult generatein sufficientinsufficient financial return to offset acquisition costs.

BusinessesWe estimate that businesses spend an estimatedapproximately $145 trillion each yearannually in transactions with other businesses. 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. This often results in wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions and more.

Corpay’s vision is that every payment is digital, every purchase is controlled and every related decision is informed. Digital payments are faster and more secure than paper-based methods such as checks and provide timely and detailed data that can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes. Combining this payment data with analytical tools delivers insights, which managers can use to better run their businesses. Our wide range of modern, digitized solutions generally providesprovide control, reporting and automation benefits superior to many of the payment methods businesses often use such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaimpayment processes.

Adjusted Net Income Attributable to Corpay, Adjusted Net Income Per Diluted Share Attributable to Corpay, AdjustedEBITDA,

Adjusted EBITDA and Adjusted EBITDA margin. Set forth below are adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin for the years ended December 31, 20242025 and 20232024 (in millions, except per share amounts and percentages).

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-GAAPnon- 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.

We report information about our operating segments in accordance with the authoritative guidance related to segments. We manage and report our operating results through the following three reportable segments: VehicleCorporate Payments, CorporateVehicle Payments and Lodging Payments. The remaining results are included within Other, which includes our Gift and Payroll Card businesses. These segments align with how the Chief Operating Decision Maker (CODM) allocates resources, assesses performance and reviews financial information.

Revenues, net, by Segment. For the years ended December 31, 20242025 and 2023,2024, our segments generated the following revenues, net (in millionsmillions, except percentages):

Revenues, net, by Geography Revenues, net by geography for the years ended December 31, 20242025 and 2023,2024, were as follows (in millionsmillions, except percentages):

Revenues, net, by Key Performance Metric and Organic Growth. Revenues, net by key performance metric and organic growth by segment for the years ended December 31, 20242025 and 2023,2024, were as follows (in millions except revenues, net per key performance indicatorindicator, and percentages)*:

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 divestituresdivestitures, inclusive of changes in operational and capital structure, 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 calculated in accordance with GAAP. We believe that organic revenue growth on a macro-neutralmacro-neutral, one-time and consistent acquisition/ divestiture/non-recurring item basis is useful to investors for understanding the performance of Corpay.

•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,peso and New Zealand dollar and Russian ruble (for periods prior to the disposition of our Russia business),dollar, relative to the U.S. dollar. Approximately 52%49% and 54%52% of our revenues in 20242025 and 2023,2024, 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.

We further manage the impact of economic changes in the value of certain foreign-denominated net assets by utilizing cross currencycross-currency interest rate swaps. See "Liquidity and capital resources" below for information regarding our cross currencycross-currency interest rate swaps.

•Fuel pricesprice 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 unpaid account balances and the late fees and charges based on these amounts. We estimate approximately 8% and 10% of revenues, net were directly impacted by changes in fuel price in 2024both 2025 and 2023, respectively.2024. 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 4% and 5% of revenues, net were directly impacted by fuel price spreads in both 20242025 and 2023.2024, respectively. See "Results of Operations" for information related to the fuel price impact on our total revenues, net.

•Interest rates—From January 1, 2023 to July 27, 2023, the U.S. Federal Open Market Committee increased the target federal funds rate four times for a total rate increase of 1.00%, and on September 18, 2024, November 7, 2024 and December 18, 2024, lowered the target federal funds rate by 0.50%, 0.25% and 0.25%, respectively. Additional rate changes are possible in future periods. 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 December 31, 2024,2025, we have a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.5 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.

The Organization for Economic Co-operation and Development (OECD), continues to put forth various initiatives, including Pillar Two rules which introduce a global minimum tax at a rate of 15%. European Union member states agreed to implement the OECD’s Pillar Two rules with effective dates of January 1, 2024 and January 1, 2025 for different aspects of the directive, and most have already enacted legislation. A number of other countries are also implementing similar legislation. As ofcountries Decembercontinue 31,to 2024,enact basedand onrefine the countriesPillar in2 whichrules, we dowill business that have enacted legislation effective January 1, 2024,evaluate the impact of these rules toon our financial statements was not material.position.

•In February 2025, we signed a definitive agreement to acquireacquired 100% of Gringo, a leading Brazil-based vehicle registration and compliance payment company, for approximately $147.0$153.7 million, net of cash of approximately $22$10.2 million. Immediately prior to the acquisition, we 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. TheResults transactionfrom isGringo expectedare to close in the first quarter of 2025, subject to regulatory approval and standard closing conditions and will be reflectedreported in our Vehicle Payments segment.segment from the date of acquisition.

•In July 2024, we acquired 100% of Paymerang, a U.S. based leader in accounts payablesAP automation solutions, for approximately $179.2 million, net of cash and cash equivalents and restricted cash acquired of $309 million. The acquisition expands our presence in several market verticals, including education, healthcare, hospitality and manufacturing. Results from Paymerang are reported in our Corporate Payments segment.

•In December 2024, we acquired 100% of GPS Capital Markets, LLC ("GPS") for approximately $576.2$577.1 million, net of cash and cash equivalents and restricted cash acquired of $190.7 million. GPS provides business-to-business cross-border and treasury management solutions to upper middle market companies, primarily in the U.S. Results from GPS are reported in our Corporate Payments segment.

Consolidated revenues were $3,974.6$4,528.4 million in 2024,2025, an increase of 5.8%13.9% compared to the prior year. The increase in consolidated revenues was due primarily to organic growth of 8%,10%, driven by increases in spend and transaction volumes, implementation and ramping of new sales and business initiatives. Consolidated revenues also grew 2%5% from acquisitions completed in 20232024 and 2024.2025. This growth was partially offset by approximately $81$36 million, or 2%,1%, from the dispositionsdisposition of our Russia business in August 2023 and our merchant solutions business in December 2024,businesses, and by the negative impact of the macroeconomic environment.

Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impact of approximately $65$32 million on our consolidated revenues for 20242025 over 2023,2024, driven primarily by unfavorable foreignfuel exchangeprice ratesspreads of approximately $41$18 million, mostly in our Brazil business,million the unfavorable impact of fuel prices of approximately $14$11 million and unfavorable fuelforeign priceexchange spreadsrates of approximately $10$2 million.million, mostly in our Brazil business.

Processing. Processing expenses were $869.1$969.2 million in 2024,2025, an increase of 6.0%11.5% compared to the prior year. Increases in processing expenses were primarily due to approximately $43$49 million of expenses related to acquisitions completed in 20232024 and 2024,2025, higher variable expenses driven by increased transaction volumes and investments to drive future growth.growth, and higher bad debt of $18 million due to increased transaction volumes. The increases were partially offset by lower credit losses of $21 million due to our shift away from micro-SMB (small-medium business) clients in the U.S., the impact of foreign exchange rates of approximately $11.0$4 million and the combined impact of the dispositionsdisposition of our Russia and merchant solutions businessesbusiness of approximately $4$16 million.

Selling. Selling expenses were $380.9$479.0 million in 2024,2025, an increase of 12.0%25.7% compared to the prior year. Increases in selling expenses were primarily due to sales and marketing investments to drive future growth, increased commissions from higher sales volumevolume, and approximately $18$39 million of expenses related to acquisitions completed in 20232024 and 2024. The increases were partially offset by the impact of the dispositions of our Russia and merchant solutions businesses of approximately $5 million and the impact of foreign exchange rates of approximately $3 million.2025.

General and administrative. General and administrative expenses were $616.9$733.0 million in 2024,2025, an increase of 2.2%18.8% compared to the prior year. Increases in general and administrative expenses were primarily due to acquisition-related deal fees, information technology investments, approximately $28$62 million of expenses related to acquisitions completed in 2023 and 2024 and higher2025 stock-basedand compensationthe expenseimpact of foreign exchange rates of approximately $5$3 million.

Increases in depreciation and amortization expenses were primarily due to incremental investments in capital expenditures in addition toand approximately $18$41 million of expenses related to acquisitions completed in 20232024 and 2024. These increases were partially offset by the impact of the dispositions of our Russia and merchant solutions businesses of approximately $3 million and the impact of foreign exchange rates of approximately $4 million.2025.

Goodwill impairment. During 2024, we recorded a non-cash goodwill impairment loss of $90.0 million, representing a partial impairment of the goodwill within our Payroll Card reporting unit, which is a component of our "Other" category. See additional discussion regarding this impairment, including factors leading to this conclusion, in the "Critical accounting estimates" section below.

Gain on dispositiondisposition, net. During 2025, we recognized a net gain of approximately $53.4 million related to the October 2025 disposal of our BP private label fuel card portfolio within the U.S. division of our Vehicle Payments segment, which was partially offset by a loss recognized during the third quarter of 2025 due to a working capital adjustment related to the 2024 disposal of our merchant solutions business. During 2024, we recognized a net gain of $121.3 million related to the December 2024 disposal of our merchant solutions business, a non-core business within the U.S. division of our Vehicle Payments segment.

Interest expense, net. Interest expense was $383.0$403.8 million in 2024,2025, an increase of 9.9%5.4% compared to the prior year. The increase in interest expense was primarily due to higherincreased borrowings used for acquisitions, partially offset by lower interest rates and increased borrowings for acquisitions and share repurchases and lowerhigher interest income due to thehigher salecash of our Russia business.balances. The following table sets forth the weighted average interest rates paid on borrowings under our Credit Facility, excluding the related unused facility fees and swaps.

Vehicle Payments revenues were relatively$2,138.7 flat at $2.0 billionmillion in 2024.2025, an increase of 6.5% compared to the prior year. Vehicle Payments revenues increased primarily due to organic growth of 5%9% driven by 7% growth in transaction volumes, new sales growth,growth and the impact of acquisitions, which contributed approximately $44$26 million in revenues. These increases were partially offset by the dispositionsdisposition of our Russia and merchant solutions businessesbusiness in August 2023 and December 2024, respectively, which lowered revenues by approximately $81$34 million, and the negative impact of the macroeconomic environment of approximately $67$42 million. The negative macroeconomic environment was driven primarily by unfavorable fuel price spreads of approximately $18 million, unfavorable changes in foreign exchange rates on revenues of $43$12 million,million and unfavorable fuel prices of $14 million and unfavorable fuel price spreads of approximately $10$11 million.

The following discussion and analysis of our financial condition and results of operations generally discusses the three and six months ended MarchJune 31,30, 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 MarchJune 31,30, 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 MarchJune 31,30, 2025.

Corpay is a global corporate payments and spend management company that helps businesses andsimplify, consumers better manageautomate and paycontrol theirthe expensesway inthey amake simple,payments controlledand manner.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. Corpay has been a member of the S&P 500 since 2018 and trades on the New York Stock Exchange under the ticker CPAY.

We estimate that businesses spend approximately $145 trillion annually in transactions with other businesses. In many instances, businesses lack the proper toolscontinue to monitorrely whaton isfragmented being purchasedsystems and employ manual, paper-based, disparatemanual processes and methods to bothapprove, approveexecute and makereconcile payments forand manage spending across their business-to-businessorganizations. purchases.These Thischallenges oftencan resultsresult in wastedoperational timeinefficiencies, limited visibility into spending, increased fraud risk, manual reconciliation efforts, higher administrative costs and moneyless dueinformed tofinancial unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions and more.decision-making.

Corpay’sOur vision is that everyintegrated payment is digital, every purchase is controlled and everyspend related decision is informed. Our wide range of modern, digitizedmanagement solutions provide control,meaningful reportingadvantages andover automation benefits superior to many of thetraditional payment methodsmethods, businesses often use such asincluding cash, paper checks, general purpose credit cards,cards asand well asmanual employee paymentreimbursement processes.

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 MarchJune 31,30, 2026 and 2025, (in millions, except per share amounts).

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 MarchJune 31,30, 2026 and 2025 (in millions, except per share amounts and percentages).

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.

Revenues, net, by Segment. During the first quarter of 2026, we refined our segment composition within our existing reportable segments to reflect how theour Company's Chief Executive Officer, who is the CODM,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 MarchJune 31,30, 2026 and 2025, our segments generated the following revenues, net (in millions, except percentages).

Revenues, net, by Geography. Revenues, net by geography for the three and six months ended MarchJune 31,30, 2026 and 2025, were as follows (in millions, except percentages):

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 MarchJune 31,30, 2026 and 2025, were as follows (in millions, except revenues, net per key performance indicator, and percentages)*:

•Other expense,expense (income), net—Our other expense,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.

•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 43%44% and 50% of our revenues in the threesix months ended MarchJune 31,30, 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.

•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 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 threesix months ended MarchJune 31,30, 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 both the threesix months ended MarchJune 31,30, 2026 and 2025.2025, respectively. See "Results of Operations" for information related to the fuel price spread impact on our total revenues, net.

•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 MarchJune 31,30, 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.

•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.

The OBBBA and Pillar Two directive did not have a material effect on our consolidated financial statements for the quarterthree and six months ended MarchJune 31,30, 2026, and we are continuing to evaluate the potential effects on future periods.

•In FebruaryMarch 2026, we signed a definitive agreement to sellsold PayByPhone, a mobile parking payments business within our Vehicle Payments segment, to a third party. The transaction closed on March 31, 2026. We received total proceeds, net of cash disposed, of approximately $420$421.7 million. In connection with the sale, we recorded a pre-tax net gain on disposal of $121.4$122.9 million during the threesix months ended MarchJune 31,30, 2026, which represents the proceeds received less the derecognition of the related net assets and the reclassification of accumulated foreign currency translation gains.

•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 (NASDAQ: AVDX) (“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.

•InOn JulyOctober 31, 2025, we announced,completed pursuantthe toacquisition Ruleof 2.7all of the Unitedordinary Kingdom City Code on Takeovers and Mergers, a firm intention to make a cash offer to acquire 100%shares of Alpha Group International plc (LSE: ALPHA) ("Alpha") to be effected by means of a court-sanctioned scheme (the "Scheme") of arrangement under Part 26 of the U.K. Companies Act 2006. Alpha is, a leading provider of 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, we completed the acquisition of all of the ordinary shares of AlphaEurope, for £42.50 in cash for each Alpha share upon the terms as described in the Rule 2.7 Announcement,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.

Three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025

The following table sets forth selected Unaudited Consolidated Statements of Income for the three months ended MarchJune 31,30, 2026 and 2025 (in millions, except percentages)*.

Consolidated revenues were $1,261.0$1,338.8 million in the three months ended MarchJune 31,30, 2026, an increase of 25.4%21.5% compared to the comparable prior period. The increase in consolidated revenues was due primarily to organic growth of 11%,10%, driven by increases in spend and transaction volumes, implementation and ramping of new sales and business initiatives. Consolidated revenues also grew 8%7% from acquisitions completed in 2025. This growth was partially offset by approximatelya $3reduction in revenue of $28 million from the impact of dispositions completed in 2025.2025 and 2026.

Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a positive impact of approximately $64$67 million on our consolidated revenues for the three months ended MarchJune 31,30, 2026 over the comparable periodprior in 2025.period. This positive impact was driven primarily by favorable foreign exchange rates of approximately $62$37 million, driven by our Brazil, U.K.Mexico and Euro-denominatedAustralian businesses, and fuel prices of approximately $4$20 million,million partially offset by the unfavorable impact ofand fuel price spreads of approximately $2$10 million.

Processing. Processing expenses were $272.1$275.2 million in the three months ended MarchJune 31,30, 2026, an increase of 22.6%15.4% compared to the comparable prior period. Increases in processing expenses were primarily due to approximately $13$17 million of expenses related to acquisitions completed in 2025, higher variable expenses driven by increased transaction volumes, higher badcredit debtloss expense of approximately $11$14 million due to increased transaction volumes and higher fuel prices, investments to drive future growth and the negativeunfavorable impact of foreign exchange rates of approximately $12$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 $148.2$150.6 million in the three months ended MarchJune 31,30, 2026, an increase of 37.8%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 $18$14 million of expenses related to acquisitions completed in 2025 and the unfavorable impact of foreign exchange rates of approximately $8$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 $203.8$223.7 million in the three months ended MarchJune 31,30, 2026, an increase of 29.8%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 $19$14 million of expenses related to acquisitions completed in 2025 and the unfavorable impact of foreign exchange rates of approximately $7$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 $114.8$118.3 million in the three months ended MarchJune 31,30, 2026, an increase of 24.6%29.5% from the comparable prior period. Depreciation and amortization expenses increased due to incremental investments in capital expenditures, $22$12 million of expenses related to acquisitions completed in 2025 and the unfavorable impact of foreign exchange rates of approximately $4$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 $7.4$99.9 million in the three months ended MarchJune 31,30, 2026 and primarily relates to lossesa oncontingent loss related to the disposalFTC legal matter of fixed$100 assets.million.

Gain on disposition, net. During the three months ended MarchJune 31,30, 2026, we recognized aan additional net gain of approximately $121.4$1.1 million resulting from working capital adjustments related to theour March 2026 disposal of PayByPhone, a mobile parking payments business within our Vehicle Payments segment.

Consolidated operating income was $636.2$472.3 million in the three months ended MarchJune 31,30, 2026, ana increasedecrease of 48.9%(1.5)% compared to the comparable prior period due to the reasons discussed above.

Other expense, net. Other expense, net was $21.0$6.3 million in the three months ended MarchJune 31,30, 2026, which primarily representsrepresented net losses related to our equity method investments of $17.1 million and the impact of fluctuations in foreign exchange rates on non-functional currency balances. Other expense,income, net was $4.1$10.6 million in the three months ended MarchJune 31,30, 2025, which primarily representsrepresented a gain realized upon the lossdisposition realized onof a cashcost flowmethod hedgeinvestment associated with foreign currency movements related to our acquisition of Gringo duringin the firstsecond quarter of 2025.

Interest expense, net. Interest expense, net was $110.1$114.7 million in the three months ended MarchJune 31,30, 2026, an increase of $16.2$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 fromearned 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.

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 MarchJune 31,30, 2026, as a result of these swap contracts and net investment hedges, we recorded a net benefit to interest expense of $3.4$3.0 million.

Provision for income taxes. The provision for income taxes and effective tax rate were $151.3$92.9 million and 30.0%,27.0%, respectively, for the three months ended MarchJune 31,30, 2026, compared to $83.6$109.0 million and 25.5%,27.7%, respectively, for the comparable prior period. IncomeThe tax expense is based on an estimated annual effective rate, which requires us to make our best estimate of annual pretax accounting income or loss before consideration of tax or benefit discretely recognizedchange in the period in which such occur. Our effective income tax rate for the three months ended MarchJune 31,30, 2026 differswas from the U.S. federal statutory rate duedriven primarily toby thean unfavorableimprovement impactin our geographic mix of state taxes net of federal benefits, additional taxes on undistributed foreign-sourced incomeearnings and foreignother withholdingone-time taxes on interest income from intercompany notes.items.

Net income attributable to Corpay. For the reasons discussed above, our net income attributable to Corpay increaseddecreased to $350.1$248.3 million during the three months ended MarchJune 31,30, 2026.

Corporate Payments revenues were $503.9$548.7 million in the three months ended MarchJune 31,30, 2026, an increase of 46.0%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 $72$78 million in revenues, the impact of favorable changes in foreign exchange rates of $22$7 million and the favorable impact of fuel prices of approximately $1$4 million. Corporate paymentsPayments revenue per spend dollar decreased over the comparable prior yearperiod due to the impact of new payables and cross-border enterprise clients.

Corporate Payments operating income was $179.1$199.6 million in the three months ended MarchJune 31,30, 2026, an increase of 38.0%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 revenues were $563.9$580.2 million in the three months ended MarchJune 31,30, 2026, an increase of 18.9%13.3% from the comparable prior period. Vehicle Payments revenues increased primarily due to organic revenue growth of 10%,8%, new sales growth in our international markets, the favorable changes in foreign exchange rates on revenue of $38 million, the impact of acquisitions completed in 2025, which contributed approximately $8$29 million, and the favorable impact of fuel prices and fuel price spreads of approximately $3$17 million.million and $10 million, respectively. These increases were partially offset by the dispositions completed in 2026 and 2025, which lowered revenue by approximately $3 million and the unfavorable impact of fuel price spreads of approximately $2$28 million.

Vehicle Payments operating income was $382.8$190.1 million, ana increasedecrease of 71.8%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 marginthe impact of dispositions. Operating income was positively impacted by the net gain of $121.4 million recognized related to the March 2026 disposal of PayByPhone. Vehicle Payments operating income also increased in the three months ended March 31, 2026 due to revenue growth discussed above and by the overall net favorable impact of the macroeconomic environment, partially offset by the impact of dispositions, which resulted in lower operating income of approximately $2 million.environment.

Lodging Payments revenues were $111.0$123.2 million in the three months ended MarchJune 31,30, 2026, an increase of 0.7%2.8% from the comparable prior period. The increase in Lodging Payments revenues was primarily due to an increase in revenue per room night inacross theall airlines and workforce solutions, partially offset by room night volume decreases driven by lower FEMA emergency activity.solutions.

Lodging Payments operating income was $42.8$49.5 million in the three months ended MarchJune 31,30, 2026, aan decreaseincrease of 0.6%0.4% from the comparable prior period due to the reasons discussed above.

Other revenues were $82.2$86.7 million in the three months ended MarchJune 31,30, 2026, an increase of 8.1%4.6% from the comparable prior period, driven primarily by strong transaction volume growth in the GiftGift, Outsourced Card Processing and Payroll card businesses, as well as strong revenue per transaction growth in the Gift business.businesses.

Other operating income was relatively flat at $31.5$33.1 million in the three months ended MarchJune 31,30, 2026.2026, an increase of 5.1% from the comparable prior period due to the reasons discussed above.