CPAYCorpay
Corpay, Inc. (the "Company") is a global corporate payments company that helps businesses and consumers better manage and pay their expenses in a simple, controlled manner. 10-K, Item 1
- Employees
- 11,800
- Headquarters
- Atlanta, GA
- CEO
- Ronald Clarke
- Next results
- around Feb 3, 2027
70 paragraphs in Risk Factors of the 10-K filed Feb 27, 2026 with nothing like them in the 10-K filed Feb 27, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 75 Financials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
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
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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
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damage customer relationships, decrease our profitability and expose us to liability.
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telecommunications failure, computer viruses, ransomware or other cybersecurity incidents, technology failures, software or
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We also operate in an evolving regulatory environment for cybersecurity and data privacy. New or expanded disclosure or
notification obligations could increase our compliance costs and exposure to enforcement or litigation following an incident.
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achieving market acceptance or their intended purposes, and may require more time or investment than planned.
Artificial intelligence technologies, including machine learning and generative AI, are being rapidly adopted across the
payments and enterprise software industries to improve automation, analytics, fraud detection, customer support and decision-
making. Our competitors, customers and partners may increasingly expect AI-enabled functionality and efficiencies in the
solutions they purchase and use. If we do not identify, develop, license, acquire and integrate AI technologies into our products
and operations on a timely basis, or if we are unable to obtain the data, computing resources or specialized personnel needed to
do so cost-effectively, our products and services may become less competitive, we may experience slower growth, reduced
transaction volumes, loss of customers or partners, and pressure on margins. In addition, AI-enabled products offered by
competitors or third parties could disintermediate aspects of our offerings or reduce demand for certain of our solutions.
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interoperability challenges, and any failure to deliver effective and secure products or services, or any performance issue that
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we may be unable to attract, develop and retain personnel with the skills necessary to execute our strategy in key locations and
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17 more
Moreover, certain Corporate Payments competitors are able to operationalize and scale certain decentralized payment
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Adverse effects on demand for our business-related products and services, from unfavorable macroeconomic conditions,
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recurring government shutdowns, regional or domestic hostilities, and economic sanctions and export controls (including
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transactions, could adversely affect our transaction volumes. While our lodging solutions generally benefit from weather-related
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change and/or fail to increase their use of our offerings as a payment mechanism for their transactions.
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repatriation restrictions, shifting import and export regimes, evolving local payments regulations and heightened enforcement
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restrictions on our ability to price our products and services, 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.
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significantly more expensive for us to provide these services, or may require product or process changes within compressed
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There is increasing and, in some jurisdictions, diverging focus by governmental organizations, investors, employees, customers
and partners, on ESG topics, including environmental stewardship, climate, diversity and inclusion, workplace conduct and
related 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
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reputation if we do not, or are not perceived to, adequately address these issues or if we are viewed as over-emphasizing or
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In addition, organizations that inform investors on corporate governance and sustainability matters, including ratings providers,
proxy advisors and index compilers, continue to update their methodologies. Unfavorable ratings, downgrades, or exclusion
from indices, as well as perceived misalignment with stakeholder expectations, may lead to negative investor sentiment,
reduced demand for our securities and the diversion of investment to other companies or industries.
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payments, such as contingent consideration, earn-outs, option exercise payments, guarantees or minimum return, make-whole
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For example, (a) our limited partnership agreement with TPG requires us, under specified circumstances, to deliver minimum
return payments to third-party investors up to 1.6 times invested capital in connection with a subsequent sale or other exit event,
and (b) Mastercard has a limited right to sell, or put, its interest back to the Company for a period of six months, after which,
the Company has a limited six-month reciprocal right to repurchase, or call, Mastercard’s interest. Any payment under these
provisions could be material, would reduce cash otherwise available upon a sale, and may require us to use cash or obtain
additional financing, which may adversely affect our liquidity, leverage, covenant compliance and strategic flexibility.
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If stablecoins and other blockchain-based payments achieve broad adoption, our cross-corder solutions could be impacted
and we may be required to make significant investments in new technologies and compliance frameworks, any of which
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Stablecoins and blockchain-based payments are continuing to evolve and garnering attention from financial institutions,
payment providers and end users. If we are unable to provide blockchain-based payments solutions to satisfy customer demand,
there is a risk of decreased demand for our cross-corder solution. Because our cross-corder solution relies on carefully curated
bank relationships, our exposure to these dynamics may be greater than that of certain competitors that are less dependent on
The success of stablecoin and blockchain-based payments could increase price competition and diminish volume on our
existing solutions. To remain competitive, we are integrating certain stablecoin and blockchain capabilities, but there is no
assurance that our efforts will be sufficient. These efforts could require significant time and expense, specialized talent and
technology, and may divert management attention. Our potential pursuit of stablecoin-enabled solutions could also increase our
dependence on third parties that may experience outages, security incidents, insolvency, regulatory restrictions or changes in
terms that impair our services or increase our costs. We cannot assure you that any such initiatives will be timely, successful or
accepted by customers, or that they will offset any deterioration in our current offerings.
In addition, the regulatory landscape for stablecoins and blockchain-based payments remains unsettled. Changes in, or
inconsistent application of, laws and regulations relating to stablecoins could impose new licensing obligations, operational
controls, reporting and disclosure obligations or other burdens. If we or our partners are unable to obtain or maintain necessary
approvals or licenses, or if regulatory authorities impose restrictions on stablecoin issuance, redemption, use or distribution, we
may be required to modify, suspend or discontinue related services, potentially at short notice. Compliance with multiple,
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Government budgets, policy shifts, prolonged or recurring government shutdowns and funding delays can affect the timing of
awards, renewals and payments, and may reduce or pause spending under existing contracts or impede new awards. Any of the
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working capital and other cash needs, and financing acquisitions. Certain subsidiaries are authorized and supervised as payment
and/or e‑money institutions and are subject to customer fund safeguarding requirements. These regimes permit safeguarding
through segregation of customer funds in designated safeguarding accounts and, in certain cases, through insurance policies or
comparable guarantees, and may permit a combination of methods. We maintain a safeguarding and liquidity management
framework intended to minimize the risk of loss or diminution of relevant funds through fraud, misuse, negligence or poor
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New in the latest 10-Q
9 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed Aug 10, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Fair Value Level 1 Level 2 Level 3 September 30, 2026 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Assets: Overnight deposits $ 206,833 $ $ 206,833 $ Money market 668,264 — 668,264 — Certificates of deposit 671,146 — 671,146 — Treasury bills 395,307 — 395,307 — Interest rate swaps 30,797 — 30,797 — Cross-currency interest rate swap 37,395 — 37,395 — Foreign exchange, interest rate and commodity contracts 1,163,760 — 1,163,760 — Total assets $ 3,173,502 $ $ 3,173,502 $ Cash collateral for foreign exchange, interest rate and commodity contracts $ 225,937 Liabilities: Interest rate swaps $ 360 $ $ 360 $ Cross-currency interest rate swap 145,318 — 145,318 — Foreign exchange, interest rate and commodity contracts 800,938 — 800,938 — Total liabilities $ 946,616 $ $ 946,616 $ Cash collateral obligation for foreign exchange, interest rate and commodity contracts $ 296,792 December 31, 2025 Assets: Overnight deposits $ 192,427 $ $ 192,427 $ Money market 399,401 — 399,401 — Certificates of deposit 371,843 — 371,843 — Treasury bills 360,085 — 360,085 — Interest rate swaps 1,265 — 1,265 — Cross-currency interest rate swap 13,361 — 13,361 — Foreign exchange, interest rate and commodity contracts 949,026 — 949,026 — Total assets $ 2,287,408 $ $ 2,287,408 $ Cash collateral for foreign exchange, interest rate and commodity contracts $ 175,158 Liabilities: Interest rate swaps $ 24,443 $ $ 24,443 $ Cross-currency interest rate swap 149,742 — 149,742 — Foreign exchange, interest rate and commodity contracts 655,039 — 655,039 — Total liabilities $ 829,224 $ $ 829,224 $ Cash collateral obligation for foreign exchange, interest rate and commodity contracts $ 356,712
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As of September 30, 2026, $ 40.0 million of share repurchases were pending settlement and were recorded as a reduction to stockholders’ equity with a corresponding payable, representing a non-cash financing activity within the Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2026.
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The fair value of restricted stock units granted with market-based vesting conditions was estimated using the Monte Carlo simulation valuation model with the following assumptions during 2026. There were no restricted stock awards with market-based vesting conditions granted in 2025.
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2026 Risk-free interest rate 4.27% Dividend yield — Expected volatility 35.65% Expected life (in years) 1.94
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On September 8, 2026, the Company acquired a Brazil-based customer portfolio for total consideration of approximately $ 48.8 million. Prior to the acquisition, the Company participated in the business through a commercial arrangement. The acquisition was accounted for as a business combination and the preliminary acquisition accounting remains subject to adjustment during the measurement period. Results from the acquired customer portfolio are reported in the Company’s Vehicle Payments segment from the date of acquisition.
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4 Capital expenditures include non-cash additions, including amounts accrued but not yet paid, and therefore differ from purchases of property and equipment reflected in the Unaudited Consolidated Statements of Cash Flows.
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counterparty does not perform under the term of the contract, the contract may be terminated. The Company does not designate any of its foreign exchange derivatives as hedging instruments in accordance with ASC 815, "Derivatives and Hedging."
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measures are not, and should not be viewed as, a substitute for GAAP measures and should be viewed in conjunction with our GAAP financial statements and financial measures. As a result, such non-GAAP measures have limits in their usefulness to investors.
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Item 6
Exhibit No. 3.1 Amended and Restated Certificate of Incorporation of FLEETCOR Technologies, Inc., now known as Corpay, Inc., conformed to reflect amendments through June 9, 2022 (incorporated by reference to Exhibit 3.1 to the registrant’s Annual Report on Form 10-K, File No. 001-35004, filed with the SEC on February 28, 2023) 3.2 Certificate of Ownership and Merger Merging CPAY Merger Sub, Inc. into FLEETCOR Technologies, Inc. effective on March 24, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, File No. 001-35004, filed with the SEC on March 7, 2024) 3.3 Corpay, Inc. Amended and Restated Bylaws, effective as of March 24, 2024 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, File No. 001-35004, filed with the SEC on March 7, 2024) 10.1 Market-Based Performance Share Unit Award Certificate, dated July 22, 2026, by and between Corpay, Inc. and Ronald F. Clarke, Chief Executive Officer and Chairman of the Board of Directors of Corpay, Inc., pursuant to the Corpay, Inc. Amended and Restated Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, File No. 001-35004, filed with the SEC on August 10, 2026) 10.2 Market-Based Performance Share Unit Award Certificate, dated July 22, 2026, by and between Corpay, Inc. and Armando Lins Netto, Group President, Vehicle Payments in Brazil of Corpay, Inc., pursuant to the Corpay, Inc. Amended and Restated Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, File No. 001-35004, filed with the SEC on August 10, 2026) 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101* The following financial information for the Registrant formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Income, (iii) the Unaudited Consolidated Statements of Comprehensive Income; (iv) the Unaudited Consolidated Statements of Equity; (v) the Unaudited Consolidated Statements of Cash Flows and (vi) the Notes to Unaudited Consolidated Financial Statements 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed Feb 27, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
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