Form 8-K

8-K — CORPAY, INC.

Accession: 0001175454-26-000045

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001175454

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — flt-20260805.htm (Primary)

EX-99.1 (ex991q2_2026.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: flt-20260805.htm · Sequence: 1

flt-20260805

0001175454false00011754542026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________

FORM 8-K

________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 5, 2026

________________________________________________________

Corpay, Inc.

________________________________________________________

(Exact name of registrant as specified in its charter)

_______________________________________________________

Delaware 001-35004 72-1074903

(State or other jurisdiction of

incorporation or organization) (Commission

File Number) (I.R.S. Employer

Identification No.)

3280 Peachtree Road, Suite 2400 Atlanta 30305

(Address of principal executive offices) GA (Zip Code)

Registrant’s telephone number, including area code: (770) 449-0479

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbols(s) Name of each exchange on which registered

Common Stock CPAY New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2026, Corpay, Inc. (the "Company") issued a press release announcing its financial results for the three and six months ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1, which is incorporated by reference in its entirety.

The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by Corpay, Inc. under the Securities Act of 1933, as amended, unless specifically identified as being incorporated into it by reference.

Item 7.01 Regulation FD Disclosure.

Earnings Release Supplement

The Company has made available on its website in the investor relations section an earnings release supplement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1

Corpay, Inc. press release dated August 5, 2026, regarding second quarter financial results

104

Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Corpay, Inc.

August 5, 2026 By: /s/ Peter Walker

Peter Walker

Chief Financial Officer

EX-99.1

Filename: ex991q2_2026.htm · Sequence: 2

Document

Exhibit 99.1

Corpay Reports Second Quarter Financial Results

21% revenue growth, 10% organic revenue growth, and 36% adjusted EPS growth1

Atlanta, Ga., August 5, 2026 — Corpay, Inc. (NYSE: CPAY), the corporate payments and expense management company, today reported financial results for its second quarter ending June 30, 2026.

"Our second quarter results were excellent and exceeded our expectations, with revenue growth of 21% and adjusted net income per share growth of 36%," said Ron Clarke, chairman and chief executive officer, Corpay, Inc. "Organic revenue grew double digits for the fifth consecutive quarter, driven by our further rotation into a corporate payments and spend management company," concluded Clarke.

Financial Results for Second Quarter of 2026:

GAAP Results

•Revenues increased 21% to $1,338.8 million in the second quarter of 2026, compared with $1,102.0 million in the second quarter of 2025.

•Net income2 decreased 13% to $248.3 million in the second quarter of 2026, compared with $284.2 million in the second quarter of 2025.

•Net income per diluted share2 decreased 7% to $3.70 in the second quarter of 2026, compared with $3.98 per diluted share in the second quarter of 2025.

•In the second quarter of 2026, the Company recorded a $100 million charge for a preliminary settlement with the FTC's Bureau of Consumer Protection for a previously disclosed matter, that is subject to their customary approval process. We expect this process to conclude later this year.

Non-GAAP Results1

•Organic revenue growth1 was 10% in the second quarter of 2026.

•Adjusted EBITDA1 increased 24% to $767.2 million in the second quarter of 2026, compared to $620.6 million in the second quarter of 2025.

•Adjusted net income1,2 increased 27% to $464.4 million in the second quarter of 2026, compared with $366.4 million in the second quarter of 2025.

•Adjusted net income per diluted share1,2 increased 36% to $7.00 per diluted share in the second quarter of 2026, compared with $5.13 per diluted share in the second quarter of 2025.

"We delivered another quarter of 16% organic revenue growth in our Corporate Payments segment and lodging continued sequential organic revenue improvement," said Peter Walker, chief financial officer, Corpay, Inc. "We strengthened our balance sheet by refinancing our debt facilities, including increasing our revolving credit facility to $3.7 billion, and exited the quarter with 2.55x leverage. We also repurchased 1 million shares for $321 million in the quarter," concluded Walker.

Fiscal Year 2026 Outlook:

“We are raising our full-year outlook to reflect our strong second quarter performance, favorable macro conditions and continued confidence in the underlying strength of our business," said Peter Walker.

For fiscal year 2026, Corpay, Inc.'s financial guidance1 is revised as follows:

•Total revenues between $5.290 billion and $5.330 billion, growing 17% at the midpoint year over year;

•Net income between $1.285 billion and $1.325 billion;

•Net income per diluted share between $19.50 and $19.90;

•Adjusted net income between $1.790 billion and $1.830 billion; and

•Adjusted net income per diluted share between $27.15 and $27.55, growing 28% at the midpoint year over year.

Corpay’s guidance assumptions are as follows:

•Weighted average U.S. fuel prices equal to $4.02 per gallon for the rest of the year, based on the June 2026 EIA short-term energy outlook;

•Fuel price spreads for the rest of the year approximately flat with the 2025 average;

•Foreign exchange rates for the rest of the year, based on Bloomberg consensus forecast as of July 27, 2026;

•Interest expense between $435 million and $465 million for the full year, based on the SOFR forward curve as of July 30, 2026;

•Free cashflow is used to pay down debt;

•Proceeds from the sale of the maintenance business is used to repurchase shares;

•Approximately 66 million fully diluted shares outstanding;

•An adjusted effective tax rate of approximately 25% to 27%; and

•No impact related to material acquisitions or divestitures not disclosed.

Third Quarter of 2026 Outlook:

“Revenue for the third quarter of 2026 is expected to be approximately $1.355 billion at the midpoint, growing 16% year over year, and adjusted net income per diluted share is expected to be $7.15 at the midpoint, growing 26% year over year,” said Peter Walker.

As always, guidance may change in the future based on new information and therefore may not reflect actual results.

Conference Call:

The Company will host a conference call to discuss second quarter 2026 financial results today at 5:30 pm ET. Hosting the call will be Ron Clarke, chief executive officer, Peter Walker, chief financial officer and Jim Eglseder, investor relations. The conference call will be webcast live from the Company's investor relations website at http://investor.corpay.com. The conference call can also be accessed live over the phone by dialing 1-(800)-347-6865 or 1-(203)-518-9757; the Conference ID is CORPAY. A replay will be available one hour after the call and can be accessed by dialing (844)-512-2921 or (412)-317-6671 for international callers; the replay conference ID is 11162155. The replay will be available through Wednesday, August 19, 2026. Prior to the conference call, the Company will post supplemental financial information that will be discussed during the call and live webcast.

Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about Corpay’s beliefs, assumptions, expectations and future performance, are forward-looking statements. Forward-looking statements can be identified by the use of words such as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project,” “expect,” “may,” “will,” “would,” “could” or “should,” the negative of these terms or other comparable terminology and similar expressions.

These forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such statements. We have based these forward-looking statements on preliminary information, internal estimates and management’s assumptions, expectations and plans about future conditions, events and results. Forward-looking statements are subject to many uncertainties and other variable circumstances, such as risks related to our ability to successfully execute our strategic plan, manage our growth and achieve our performance targets; the impact of macroeconomic conditions, including any recession or economic downturn that has occurred or may occur in the future, and whether expected trends, including oil prices, retail fuel prices, fuel price spreads, fuel transaction patterns, electric vehicle adoption, retail lodging prices, foreign exchange rates and interest rates trends develop as anticipated, and whether we are able to develop and implement successful strategies in light of these trends; our ability to attract new and retain existing partners, fuel merchants, and lodging providers, their promotion and support of our products, and their financial performance; our ability to successfully manage the derivative financial instruments that we use in our Cross-Border solutions to limit our exposure to various market risks, including changes in foreign exchange rates; the failure of management assumptions and estimates, as well as differences in, and changes to, economic, market, interest rate, interchange fees, foreign exchange rates, and credit conditions, including changes in borrowers’ credit risks and payment behaviors; the risks of mergers, acquisitions and divestitures, such as our recent acquisition of a partnership interest in AvidXchange and the acquisition of

Alpha, including, without limitation, the time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; the risk of higher borrowing costs and adverse financial market conditions impacting our funding and liquidity, and any reduction in our credit ratings; our ability to successfully manage our credit risks and the sufficiency of our allowance for expected credit losses; our ability to securitize our trade receivables; the occurrence of fraudulent activity, data breaches or failures of information security controls, or other technology or cybersecurity-related incidents that may compromise our systems or customers’ information; any disruptions in the operations of our computer systems and data centers; the operational and political risks and compliance and regulatory risks and costs associated with international operations; the impact of international conflicts, including between Russia and Ukraine, as well as within the Middle East, on the global economy or our business and operations; the impact of changes in global tariff and trade policies and potential retaliatory actions by affected countries; our ability to develop and implement new technology, products, and services; any alleged infringement of intellectual property rights of others and our ability to protect our intellectual property; the regulation, supervision, and examination of our business by foreign and domestic governmental authorities, as well as litigation and regulatory actions, including the lawsuit filed by the Federal Trade Commission (FTC); the impact of regulations and related requirements relating to privacy, information security and data protection; derivative and hedging activities and the related regulations and regulatory environment; use of third-party vendors and other third-party business relationships; and failure to comply with anti-money laundering (AML) and anti-terrorism financing laws; changes in our senior management team and our ability to attract, motivate and retain qualified personnel consistent with our strategic plan; tax legislation initiatives or challenges to our tax positions and/or interpretations, and state sales tax rules and regulations, as well as the other risks and uncertainties identified under the caption "Risk Factors" in the 2025 Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 27, 2026 and subsequent filings with the SEC made by us. These factors could cause our actual results and experience to differ materially from any forward-looking statement made herein. The forward-looking statements included in this press release are made only as of the date hereof and we do not undertake, and specifically disclaim, any obligation to update any such statements as a result of new information, future events or developments, except as required by law. You may access Corpay’s SEC filings for free by visiting the SEC web site at www.sec.gov.

About Non-GAAP Financial Measures:

This press release includes non-GAAP financial measures, which are used by the Company as supplemental measures to evaluate its overall operating performance. The Company’s definitions of the non-GAAP financial measures used herein may differ from similarly titled measures used by others, including within our industry. By providing these non-GAAP financial measures, together with reconciliations to the most directly comparable GAAP financial measures, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives. See the appendix for additional information regarding these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP measure.

The Company refers to free cash flow, cash net income and adjusted net income attributable to Corpay interchangeably, a non-GAAP financial measure. Adjusted net income attributable to Corpay is calculated as net income attributable to Corpay, adjusted to eliminate (a) non-cash stock-based compensation expense related to stock-based compensation awards, (b) amortization of deferred financing costs, discounts, intangible assets, amortization of the premium recognized on the purchase of receivables and amortization attributable to the Company's noncontrolling interest, (c) integration and deal related costs, and (d) other non-recurring items, including unusual credit losses, certain discrete tax items, the impact of business dispositions, impairment losses, asset write-offs, restructuring costs, loss on extinguishment of debt, taxes associated with stock-based compensation programs, losses and gains on foreign currency transactions, redemption value adjustment for a non-controlling interest and legal settlements and related legal fees. We adjust net income for the tax effect of adjustments using our effective income tax rate, exclusive of certain discrete tax items. We calculate adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay to eliminate the effect of items that we do not consider indicative of our core operating performance.

Adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay are supplemental measures of operating performance that do not represent and should not be considered as an alternative to net income, net income per diluted share or cash flow from operations, as determined by U.S. generally accepted accounting principles, or U.S. GAAP. We believe it is useful to exclude non-cash stock-based compensation expense from adjusted net income because non-cash equity grants made at a certain price and point in time do not necessarily reflect how our business is performing at any particular time and stock-based compensation expense is not a key measure of our core operating performance. We also believe that amortization expense can vary substantially from company to company and from period to period depending upon their financing and accounting methods, the fair value and average expected life of their acquired

intangible assets, their capital structures and the method by which their assets were acquired; therefore, we have excluded amortization expense from our adjusted net income. Integration and deal related costs represent business acquisition transaction costs, professional services fees, short-term retention bonuses and system migration costs, etc., that are not indicative of the performance of the underlying business. We also believe that certain expenses, discrete tax items, gains on business disposition, recoveries (e.g. legal settlements, write-off of customer receivable, etc.), gains and losses on investments, taxes related to stock-based compensation programs and impairment losses do not necessarily reflect how our investments and business are performing. We adjust net income for the tax effect of each of these adjustments using the effective tax rate during the period, exclusive of discrete tax items.

Organic revenue growth is calculated as revenue growth in the current period adjusted for the impact of changes in the macroeconomic environment (to include fuel price, fuel price spreads and changes in foreign exchange rates) over revenue in the comparable prior period adjusted to include or remove the impact of acquisitions and/or divestitures, inclusive of changes in operational and capital structure, and non-recurring items that have occurred subsequent to that period. We believe that organic revenue growth on a macro-neutral, one-time item, and consistent acquisition/divestiture/non-recurring item basis is useful to investors for understanding the performance of Corpay.

EBITDA is defined as earnings before interest, income taxes, interest expense, net, other expense (income), depreciation and amortization, loss on extinguishment of debt, goodwill impairment, investment loss/gain and other operating, net. Adjusted EBITDA is defined as EBITDA further adjusted for stock-based compensation expense and other one-time items including certain legal expenses, restructuring costs and integration and deal related costs and other items as listed above for adjusted net income. EBITDA and adjusted EBITDA margin are defined as EBITDA and adjusted EBITDA as a percentage of revenue.

Management uses adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, organic revenue growth, EBITDA and adjusted EBITDA:

•as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis;

•for planning purposes, including the preparation of our internal annual operating budget;

•to allocate resources to enhance the financial performance of our business; and

•to evaluate the performance and effectiveness of our operational strategies.

About Corpay

Corpay (NYSE: CPAY), the Corporate Payments and Expense Management Company, is an S&P 500 company with three primary B2B solution sets. Spend Management, provides corporate and virtual card programs and automates procure-to-pay. Cross-Border, converts foreign currencies and establishes foreign bank accounts. Vehicle Solutions, controls fuel, tolls, parking and related vehicle spend. With Corpay, the more a business controls, the less it spends. To learn more, visit corpay.com.

Contact:

Investor Relations

Jim Eglseder, 770-417-4697

Jim.Eglseder@corpay.com

__________________________________________________________________________________

1 Reconciliations of GAAP results to non-GAAP results are provided in Exhibit 1, 5 and 6 attached. Additional supplemental data is provided in Exhibits 2-4. A reconciliation of GAAP guidance to non-GAAP guidance is provided in Exhibit 7.

2 Net income, net income per diluted share, adjusted net income and adjusted net income per diluted share is amount attributable to Corpay.

Corpay, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(In thousands, except per share amounts and percentages)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 % Change 2026 2025 % Change

(Unaudited) (Unaudited) (Unaudited) (Unaudited)

Revenues, net $ 1,338,809 $ 1,102,030 21 % $ 2,599,796 $ 2,107,697 23 %

Expenses:

Processing 275,165 238,517 15 % 547,227 460,361 19 %

Selling 150,607 115,777 30 % 298,814 223,334 34 %

General and administrative 223,674 176,994 26 % 427,473 333,953 28 %

Depreciation and amortization 118,297 91,350 29 % 233,123 183,538 27 %

Other operating, net 99,891 2 NM 107,242 (3) NM

Gain on disposition, net 1,099 — NM 122,522 — NM

Operating income 472,274 479,390 (1) % 1,108,439 906,514 22 %

Other expenses:

Other expense (income), net 6,278 (10,572) NM 27,326 (6,477) NM

Interest expense, net 114,719 96,872 18 % 224,819 190,794 18 %

Loss on extinguishment of debt 6,557 — — % 6,557 1,596 311 %

Total other expenses, net 127,554 86,300 48 % 258,702 185,913 39 %

Income before income taxes 344,720 393,090 (12) % 849,737 720,601 18 %

Provision for income taxes 92,932 109,012 (15) % 244,235 192,648 27 %

Net income 251,788 284,078 (11) % 605,502 527,953 15 %

Less: Net income (loss) attributable to noncontrolling interests 3,481 (90) NM 7,129 552 NM

Net income attributable to Corpay $ 248,307 $ 284,168 (13) % $ 598,373 $ 527,401 13 %

Basic earnings per share* $ 3.75 $ 4.03 (7) % $ 8.91 $ 7.49 19 %

Diluted earnings per share* $ 3.70 $ 3.98 (7) % $ 8.79 $ 7.38 19 %

Weighted average shares outstanding:

Basic shares 65,542 70,546 66,536 70,432

Diluted shares 66,325 71,429 67,379 71,494

*For 2026, Basic and Diluted earnings per share amounts are determined under the two-class method

NM - Not Meaningful

Corpay, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

June 30, 2026 December 31, 2025

(Unaudited)

Assets

Current assets:

Cash and cash equivalents $ 3,163,539 $ 2,408,097

Restricted cash 7,004,803 6,583,843

Accounts and other receivables (less allowance) 2,656,036 2,145,679

Securitized accounts receivable — restricted for securitization investors 2,300,000 1,823,000

Prepaid expenses and other current assets 1,359,614 1,002,621

Total current assets 16,483,992 13,963,240

Property and equipment, net 472,324 472,310

Goodwill and other intangibles, net 10,069,667 10,802,551

Other assets 1,198,184 1,170,034

Total assets $ 28,224,167 $ 26,408,135

Liabilities, Redeemable Noncontrolling Interest and Equity

Current liabilities:

Customer deposits 8,915,786 8,118,566

Accounts payable, accrued expenses and other current liabilities 3,517,924 2,832,581

Securitization facility 2,300,000 1,823,000

Current portion of notes payable and lines of credit 2,225,389 1,522,530

Total current liabilities 16,959,099 14,296,677

Notes payable and other obligations, less current portion 6,098,142 6,656,157

Deferred income taxes 599,773 614,345

Other noncurrent liabilities 665,201 612,279

Total noncurrent liabilities 7,363,116 7,882,781

Commitments and contingencies

Redeemable noncontrolling interest 314,000 302,000

Stockholders’ equity:

Common stock 133 132

Additional paid-in capital 4,116,011 3,970,077

Retained earnings 10,857,309 10,264,751

Accumulated other comprehensive loss (1,356,551) (1,392,154)

Treasury stock (10,075,018) (8,958,942)

Total Corpay stockholders’ equity 3,541,884 3,883,864

Noncontrolling interest 46,068 42,813

Total equity 3,587,952 3,926,677

Total liabilities, redeemable noncontrolling interest and equity $ 28,224,167 $ 26,408,135

Corpay, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

Six Months Ended June 30,

2026 2025

(Unaudited) (Unaudited)

Operating activities

Net income $ 605,502 $ 527,953

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation 72,100 58,177

Stock-based compensation 59,509 47,234

Provision for credit losses on accounts and other receivables 90,650 62,162

Provision for legal settlement 100,000 —

Amortization of deferred financing costs and discounts 7,246 4,842

Amortization of intangible assets and premium on receivables 161,023 125,361

Loss on extinguishment of debt 6,557 1,596

Deferred income taxes (53,612) (25,499)

Gain on disposition of business (122,522) —

Other non-cash operating expense, net 28,860 (8,700)

Changes in operating assets and liabilities (net of acquisitions/disposition) 458,166 272,970

Net cash provided by operating activities 1,413,479 1,066,096

Investing activities

Acquisitions, net of cash acquired

— (154,648)

Purchases of property and equipment (105,529) (97,407)

Proceeds from disposition, net of cash 421,701 —

Proceeds from sale of cost method investment 30 14,843

Other 5,252 14,572

Net cash provided by (used in) investing activities

321,454 (222,640)

Financing activities

Proceeds from issuance of common stock 86,425 55,962

Repurchase of common stock (1,112,526) (90,877)

Borrowings on securitization facility, net 477,000 316,000

Deferred financing costs (28,189) (10,827)

Proceeds from notes payable 5,350,400 750,000

Principal payments on notes payable (5,989,311) (98,570)

Borrowings from revolver 7,947,000 4,490,000

Payments on revolver (7,212,000) (5,357,000)

Borrowings on subsidiary swingline, net 60,779 23,667

Other 756 —

Net cash (used in) provided by financing activities

(419,666) 78,355

Effect of foreign currency exchange rates on cash (114,140) 153,202

Net increase in cash and cash equivalents and restricted cash 1,201,127 1,075,013

Net decrease in cash classified within current assets held for sale (24,725) —

Cash and cash equivalents and restricted cash, beginning of period 8,991,940 4,456,345

Cash and cash equivalents and restricted cash, end of period $ 10,168,342 $ 5,531,358

Supplemental cash flow information

Cash paid for interest, net $ 281,019 $ 238,796

Cash paid for income taxes, net $ 350,478 $ 261,987

Exhibit 1

RECONCILIATION OF NON-GAAP MEASURES

(In thousands, except per share amounts; shares in millions)

(Unaudited)

The following table reconciles net income attributable to Corpay to adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay.*

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income attributable to Corpay $ 248,307 $ 284,168 $ 598,373 $ 527,401

Stock-based compensation 32,014 28,868 59,509 47,234

Amortization1

85,105 64,137 168,269 130,203

Legal settlements and litigation 100,944 278 101,526 863

Loss on extinguishment of debt 6,557 — 6,557 1,596

Integration and deal related costs 38,127 14,452 55,053 25,841

Restructuring and related costs 2,839 3,330 6,879 6,130

Gain on disposition, net (1,099) — (122,522) —

Adjustments at equity method investment, net of tax 14,321 — 35,711 —

Other2

2,641 (6,903) 13,022 (396)

Total adjustments 281,449 104,162 324,004 211,471

Income tax impact of pre-tax adjustments at the effective tax rate3

(65,372) (27,840) (104,926) (55,456)

Discrete tax items4

— 5,931 44,103 5,931

Adjusted net income attributable to Corpay $ 464,384 $ 366,421 $ 861,554 $ 689,347

Adjusted net income per diluted share attributable to Corpay5

$ 7.00 $ 5.13 $ 12.80 $ 9.64

Diluted shares 66.3 71.4 67.4 71.5

1 Includes consolidated amortization related to intangible assets, premium on receivables, deferred financing costs and debt discounts.

2 Includes losses and gains on foreign currency transactions, amortization expense attributable to the Company's noncontrolling interests, taxes associated with stock-based compensation programs and a loss on an economic hedge of a foreign-denominated purchase price of an acquisition and other non-recurring items.

3 Represents provision for income taxes of pre-tax adjustments. Adjustments related to our equity method investment are tax effected at the effective tax rate of the investment as stated.

4 For 2026, represents discrete taxes on net gain realized upon disposition of our PaybyPhone business within Vehicle Payments of $40.0 million and taxes related to our equity method investment.

5 Excludes the impact on earnings per share of the adjustment of a non-controlling interest to its maximum redemption value of $2.8 million and $5.8 million for the three and six months ended June 30, 2026, respectively.

* Columns may not calculate due to rounding.

Exhibit 2

Key Performance Indicators, by Segment and Revenue Per Performance Metric on a GAAP Basis and Pro Forma and Macro Adjusted

(In millions except revenues, net per key performance metric and percentages)

(Unaudited)

The following table presents revenues, net and revenues, net per key performance metric by segment.*

As Reported

Pro Forma and Macro Adjusted1

Three Months Ended June 30, Three Months Ended June 30,

2026 2025 Change %

Change 2026 2025 Change %

Change

CORPORATE PAYMENTS2

'- Revenues, net

$548.7 $387.3 $161.4 42% $538.1 $465.5 $72.6 16%

'- Spend volume

$94,635 $55,673 $38,962 70% $94,635 $66,238 $28,397 43%

'- Revenues, net per spend $

0.58% 0.70% (0.12)% (17)% 0.57% 0.70% (0.13)% (19)%

VEHICLE PAYMENTS

'- Revenues, net

$580.2 $512.0 $68.2 13% $523.5 $484.3 $39.1 8%

'- Transactions

147.6 207.3 (59.7) (29)% 147.1 136.3 10.9 8%

'- Revenues, net per transaction

$3.93 $2.47 $1.46 59% $3.56 $3.55 $0.00 —%

'- Tag transactions3

23.9 22.8 1.1 5% 23.9 22.8 1.1 5%

'- Parking transactions4

— 67.8 (67.8) (100)% — — — —%

- Fleet transactions 100.8 101.6 (0.8) (1)% 100.3 98.4 1.9 2%

- Other transactions 22.9 15.1 7.8 52% 22.9 15.1 7.8 52%

LODGING PAYMENTS

'- Revenues, net

$123.2 $119.8 $3.4 3% $122.5 $119.8 $2.7 2%

'- Room nights

7.5 8.7 (1.1) (13)% 7.5 8.7 (1.1) (13)%

'- Revenues, net per room night

$16.34 $13.84 $2.50 18% $16.24 $13.84 $2.40 17%

OTHER5

'- Revenues, net

$86.7 $82.9 $3.8 5% $86.7 $82.9 $3.8 5%

'- Transactions

450.4 420.1 30.3 7% 450.4 420.1 30.3 7%

'- Revenues, net per transaction

$0.19 $0.20 $— (2)% $0.19 $0.20 $— (2)%

CORPAY

CONSOLIDATED REVENUES

'- Revenues, net

$1,338.8 $1,102.0 $236.8 21% $1,270.7 $1,152.5 $118.2 10%

1 See Exhibit 5 for a reconciliation of Pro forma and Macro Adjusted revenue by segment and metrics, non-GAAP measures, to the GAAP equivalent.

2 Corporate payments revenue per spend dollar decreased over the prior year due to new payables and cross-border enterprise clients.

3 Represents total tag subscription transactions in the quarter. Average monthly tag subscriptions for the second quarter of 2026 is 8.0 million.

4 Parking transactions relates to PayByPhone, a mobile parking payments business within our Vehicle Payments segment, which we sold to a third party in March 2026.

5 Other includes Gift, Outsourced Card Processing and Payroll Card.

* Columns may not calculate due to rounding. 2025 recast to conform with current period segment presentation.

Exhibit 3

Revenues by Geography and Segment

(In millions, except percentages)

(Unaudited)

Revenues, net by Geography* Three Months Ended June 30, Six Months Ended June 30,

2026 % 2025 % 2026 % 2025 %

US $ 600 45 % $ 541 49 % $ 1,144 44 % $ 1,049 50 %

Brazil 217 16 % 170 15 % 428 16 % 333 16 %

UK 202 15 % 148 13 % 407 16 % 294 14 %

Other 319 24 % 242 22 % 621 24 % 432 20 %

Consolidated Revenues, net $ 1,339 100 % $ 1,102 100 % $ 2,600 100 % $ 2,108 100 %

*Columns may not calculate due to rounding.

Revenues, net by Segment* Three Months Ended June 30, Six Months Ended June 30,

2026 % 2025 % 2026 % 2025 %

Corporate Payments $ 549 41 % $ 387 35 % $ 1,053 40 % $ 732 35 %

Vehicle Payments 580 43 % 512 46 % 1,144 44 % 986 47 %

Lodging Payments 123 9 % 120 11 % 234 9 % 230 11 %

Other 87 6 % 83 8 % 169 6 % 159 8 %

Consolidated Revenues, net $ 1,339 100 % $ 1,102 100 % $ 2,600 100 % $ 2,108 100 %

*Columns may not calculate due to rounding. 2025 recast to conform with current period segment presentation.

Exhibit 4

Segment Results*

(In thousands, except percentages)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

20261

20252

% Change

20261

20252

% Change

Revenues, net:

Corporate Payments $ 548,724 $ 387,305 42 % $ 1,052,591 $ 732,421 44 %

Vehicle Payments

580,209 512,027 13 % 1,144,112 986,305 16 %

Lodging Payments 123,183 119,790 3 % 234,157 230,015 2 %

Other3

86,693 82,908 5 % 168,936 158,956 6 %

$ 1,338,809 $ 1,102,030 21 % $ 2,599,796 $ 2,107,697 23 %

Operating income:

Corporate Payments $ 199,642 $ 156,937 27 % $ 378,723 $ 286,760 32 %

Vehicle Payments

190,053 241,643 (21) % 572,857 464,429 23 %

Lodging Payments 49,500 49,294 — % 92,265 92,337 — %

Other3

33,079 31,516 5 % 64,594 62,988 3 %

$ 472,274 $ 479,390 (1) % $ 1,108,439 $ 906,514 22 %

Depreciation and amortization:

Corporate Payments $ 57,280 $ 30,374 89 % $ 110,529 $ 60,081 84 %

Vehicle Payments

46,705 45,666 2 % 94,275 92,521 2 %

Lodging Payments 11,639 12,960 (10) % 22,962 25,784 (11) %

Other3

2,673 2,350 14 % 5,357 5,152 4 %

$ 118,297 $ 91,350 29 % $ 233,123 $ 183,538 27 %

1 Results from Gringo acquired in the first quarter of 2025 are reported in the Vehicle Payments segment from the date of acquisition. Results from Alpha acquired in the fourth quarter of 2025 are reported in the Corporate Payments segment from the date of acquisition.

2 Segment results for 2025 have been recast to conform to current period segment presentation.

3 Other includes Gift, Outsourced Card Processing and Payroll Card.

NM - Not Meaningful

*Columns may not calculate due to rounding.

Exhibit 5

Reconciliation of Non-GAAP Revenue and Key Performance Metric

by Segment to GAAP

(In millions)

(Unaudited)

Revenues, net Key Performance Metric

Three Months Ended June 30, Three Months Ended June 30,

2026*

2025*

2026* 2025*

CORPORATE PAYMENTS - SPEND

Pro forma and macro adjusted $ 538.1 $ 465.5 $ 94,635 $ 66,238

Impact of acquisitions/dispositions2

— (78.2) — (10,566)

Impact of fuel prices/spread 3.5 — — —

Impact of foreign exchange rates 7.1 — — —

As reported $ 548.7 $ 387.3 $ 94,635 $ 55,673

VEHICLE PAYMENTS - TRANSACTIONS

Pro forma and macro adjusted $ 523.5 $ 484.3 147.1 136.3

Impact of acquisitions/dispositions 0.8 27.7 0.5 71.0

Impact of fuel prices/spread 26.7 — — —

Impact of foreign exchange rates 29.2 — — —

As reported $ 580.2 $ 512.0 147.6 207.3

LODGING PAYMENTS - ROOM NIGHTS

Pro forma and macro adjusted $ 122.5 $ 119.8 7.5 8.7

Impact of acquisitions/dispositions — — — —

Impact of fuel prices/spread — — — —

Impact of foreign exchange rates 0.7 — — —

As reported $ 123.2 $ 119.8 7.5 8.7

OTHER1- TRANSACTIONS

Pro forma and macro adjusted $ 86.7 $ 82.9 450.4 420.1

Impact of acquisitions/dispositions — — — —

Impact of fuel prices/spread — — — —

Impact of foreign exchange rates — — — —

As reported $ 86.7 $ 82.9 450.4 420.1

CORPAY CONSOLIDATED REVENUES

Pro forma and macro adjusted $ 1,270.7 $ 1,152.5 Intentionally Left Blank

Impact of acquisitions/dispositions 0.8 (50.5)

Impact of fuel prices/spread3

30.2 —

Impact of foreign exchange rates3

37.0 —

As reported $ 1,338.8 $ 1,102.0

1 Other includes Gift, Outsourced Card Processing and Payroll Card.

2 Revenues reflect 2025 proforma impact of acquisition of Alpha Group.

3 Revenues reflect the positive impact of movements in foreign exchange rates of approximately $37 million, positive impact from fuel prices of approximately $20 million and the positive impact of fuel price spreads of approximately $10 million.

* Columns may not calculate due to rounding. 2025 recast to conform with current period segment presentation.

Exhibit 6

RECONCILIATION OF NON-GAAP EBITDA AND ADJUSTED EBITDA MEASURES

(In millions, except percentages)

(Unaudited)

The following table reconciles EBITDA, Adjusted EBITDA and Adjusted EBITDA margin to net income from operations.*

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income from operations $ 251.8 $ 284.1 $ 605.5 $ 528.0

Provision for income taxes 92.9 109.0 244.2 192.6

Interest expense, net 114.7 96.9 224.8 190.8

Other expense, net 6.3 (10.6) 27.3 (6.5)

Depreciation and amortization 118.3 91.4 233.1 183.5

Gain on disposition, net (1.1) — (122.5) —

Loss on extinguishment of debt 6.6 — 6.6 1.6

Other operating, net 99.9 — 107.2 —

EBITDA $ 689.4 $ 570.7 $ 1,326.3 $ 1,090.0

Stock-based compensation $ 32.0 $ 28.9 $ 59.5 $ 47.2

Other addbacks1

45.8 21.0 70.0 38.7

Adjusted EBITDA $ 767.2 $ 620.6 $ 1,455.8 $ 1,176.0

Revenues, net $ 1,338.8 $ 1,102.0 $ 2,599.8 $ 2,107.7

Adjusted EBITDA margin 57.3 % 56.3 % 56.0 % 55.8 %

1 Includes certain legal expenses, restructuring costs and integration and deal related costs

* Columns may not calculate due to rounding.

Exhibit 7

RECONCILIATION OF NON-GAAP GUIDANCE MEASURES

(In millions, except per share amounts)

(Unaudited)

The following table reconciles full year 2026 and third quarter 2026 financial guidance for net income to adjusted net income and adjusted net income per diluted share, at both ends of the range.

2026 GUIDANCE

Low* High*

Net income attributable to Corpay $ 1,285 $ 1,325

Net income per diluted share $ 19.50 $ 19.90

Stock-based compensation 150 150

Amortization 330 330

Gain on disposition, net (122) (122)

Other 286 286

Total pre-tax adjustments $ 644 $ 644

Income taxes (139) (139)

Adjusted net income $ 1,790 $ 1,830

Adjusted net income per diluted share $ 27.15 $ 27.55

Diluted shares 66 66

Q3 2026 GUIDANCE

Low* High*

Net income attributable to Corpay $ 343 $ 363

Net income per diluted share $ 5.26 $ 5.46

Stock-based compensation 42 42

Amortization 81 81

Other 33 33

Total pre-tax adjustments $ 156 $ 156

Income taxes (39) (39)

Adjusted net income $ 460 $ 480

Adjusted net income per diluted share $ 7.05 $ 7.25

Diluted shares 66 66

* Columns may not calculate due to rounding.

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