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parties, including disruptions, system outages, technology failures or vulnerabilities, capacity constraints, insolvency, or other
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
10-K 0001175454-26-000018 (2026-02-27) vs 10-K 0001628280-25-008746 (2025-02-27)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 12,377 | 16.2% |
| MD&A | Item 7 | 12,902 | 22.5% |
| Legal Proceedings | Item 3 | 726 | 35.3% |
| Accounting Policies | Item 8, Note 2 – Basis of Presentation and Summary of Significant Accounting Policies | 5,902 | 17.4% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 55 words changed in this paragraph; it is 74% similar to last year's version.
Year Ended December 31, 2025 2024 2023 Net income from operations $1,071.9 $1,003.7 $981.9 Provision for income taxes 469.7 381.4 343.1 Interest expense, net 403.8 383.0 348.6 Other loss (income), expense, net 13.7 (2.9) Investment loss (gain) 0.2 (0.1) 47.0 14.0 Depreciation and amortization 393.3 351.1 336.6 Goodwill impairment — 90.0 — Gain on disposition of business disposition, net (42.3) (121.3) (13.7) Loss on extinguishment of debt 1.6 5.0 — Other operating, net 0.8 2.1 0.8 EBITDA $2,347.2 $2,107.7 $1,994.2 Stock-based compensation $102.6 $116.7 Other one-time items1 $21.3 $— addbacks1 115.2 46.4 Adjusted EBITDA $2,129.0 $1,994.2 $2,565.1 $2,270.8 Revenues, net $4,528.4 $3,974.6 $3,757.7 Adjusted EBITDA margin 53.6% 53.1% 56.6% 57.1% 1 2024 EBITDA Includes certain legal expenses, restructuring costs and EBITDA margin are adjusted for a material modification impacting stock-based compensation expense integration and a deal related termination expense. costs * Columns may not calculate due to rounding.
Source: Item 7, 10-K 0001175454-26-000018 vs Item 7, 10-K 0001628280-25-008746
Risk Factors 27 words changed in this paragraph; it is 31% similar to last year's version.
Source: Item 1A, 10-K 0001175454-26-000018 vs Item 1A, 10-K 0001628280-25-008746
Accounting Policies 26 words changed in this paragraph; it is 32% similar to last year's version.
2025, which approximates were recorded within Other expense (income), net in the Company’s cost Consolidated Statements of servicing. Funding determines Income. The impact of the level of funding achieved by the sale of trade
Source: Item 8, Note 2 – Basis of Presentation and Summary of Significant Accounting Policies, 10-K 0001175454-26-000018 vs Item 8, Note 2 – Basis of Presentation and Summary of Significant Accounting Policies, 10-K 0001628280-25-008746
Legal Proceedings 21 words changed in this paragraph; it is 46% similar to last year's version.
Circuit appeal. Oral argument in On January 6, 2026, the Eleventh Circuit appeal was held on January 21, 2025. The affirmed the judgment against the Company has incurred and affirmed the judgment
Source: Item 3, 10-K 0001175454-26-000018 vs Item 3, 10-K 0001628280-25-008746
Every change, by type
Sentences and paragraphs of CPAY's Risk Factors and MD&A, 10-K 2026-02-27 against 10-K 2025-02-27. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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
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delays or failure, financial losses, contractual penalties, regulatory scrutiny and damage to our reputation. In addition, evolving
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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
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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.
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Artificial intelligence technologies, including machine learning and generative AI, are being rapidly adopted across the
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payments and enterprise software industries to improve automation, analytics, fraud detection, customer support and decision-
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In addition, our transaction volumes volume mix could be adversely affected if businesses do not continue to use, use our offerings or fail to increase their use they
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Likewise, recent political, investor and industry focus on greenhouse gas emissions and climate change issues, as well as
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Furthermore, regulators and Congress have passed passed, and continue to consider, new legislation that changes the electronic
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Due to the highly competitive, and at times exclusive, nature of these relationships, we often
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If we do not comply with Mastercard requirements, it could seek to fine us, suspend us or terminate our registration,
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Our business depends heavily on the reliability reliability, availability and security of proprietary and third-party processing systems. systems and
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Climate change may exacerbate certain of these threats, including the frequency and severity of weather-related events
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In addition, we may be subject to investigation from time to time concerning our compliance with
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To successfully operate our business, we must be able to protect our processing and other systems from
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Although we believe we
AddedMD&A
simple, controlled manner. Corpay provides a broad suite of payment and spend management solutions, including accounts
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payable automation and cross-border payment solutions (including foreign exchange spot, forward and option transactions),
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commercial card programs (e.g., purchasing cards, business cards and virtual cards), vehicle payment solutions (e.g., fuel cards,
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toll payments and related services) and lodging payment solutions (e.g., hotel and extended stay bookings). This results in our
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customers saving time and ultimately spending less. Corpay has been a member of the S&P 500 since 2018 and trades on the
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report generation, reimbursement processing, account reconciliations, employee disciplinary actions and more.
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1 See heading entitled "Management's Use of Non-GAAP Financial Measures" for a reconciliation of pro forma and macro adjusted revenue by product and metric non-GAAP measures to the comparable financial measure calculated in accordance with GAAP. The calculated change represents organic growth rate. 2 Corporate Payments revenue per spend dollar decreased over the prior year due to new payables and cross-border enterprise clients. 3 Represents total tag subscription transactions in the period. Average monthly tag subscriptions for 2025 was 7.7 million. 4 Other includes Gift and Payroll Card operating segments * Columns may not calculate due to rounding. NM = Not Meaningful
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implementing similar legislation. As countries continue to enact and refine the Pillar 2 rules, we will evaluate the
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On July 4, 2025, the "One Big Beautiful Bill Act" (the "Act") was enacted in the U.S. The Act makes certain tax
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provisions from the 2017 Tax Cuts and Jobs Act permanent, introduces new tax provisions with varying effective
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dates, and rolls back certain incentives from the 2022 Inflation Reduction Act, among other provisions. We are in the
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process of evaluating the impact the Act could have on our financial position, results of operations and cash flows. All
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Revenues, net Key Performance Metric Year Ended December 31,* Year Ended December 31,* 2025 2024 2023 2025 2024 2023 VEHICLE PAYMENTS - TRANSACTIONS Pro forma and macro adjusted $2,075 $1,969 821 768 $2,179 $1,999 880 823 Impact of acquisitions/dispositions — 37 — (119) 1 10 1 (2) Impact of fuel prices/spread (24) (29) — — — Impact of foreign exchange rates (43) (12) — — — As reported $2,139 $2,009 $2,006 881 821 649 CORPORATE PAYMENTS - SPEND Pro forma and macro adjusted $1,220 $1,017 $170,432 $148,759 $1,627 $1,391 $258,452 $197,447 Impact of acquisitions/dispositions — (36) (169) — (3,188) (25,393) Impact of fuel prices/spread — — — — Impact of foreign exchange rates 2 8 — — — As reported $1,635 $1,222 $981 $170,432 $145,571 $258,452 $172,055 LODGING PAYMENTS - ROOM NIGHTS Pro forma and macro adjusted $488 $520 $469 $489 35 38 37 Impact of acquisitions/dispositions — — — — Impact of fuel prices/spread — — — Impact of foreign exchange rates 1 — — — As reported $470 $489 35 38 OTHER1 - TRANSACTIONS Pro forma and macro adjusted $284 $255 1,718 1,574 Impact of acquisitions/dispositions — — — — Impact of fuel prices/spread — — — — Impact of foreign exchange rates — 1 — — — As reported $489 $520 38 37 OTHER1 - TRANSACTIONS Pro forma and macro adjusted $285 $255 $251 1,718 1,574 1,418 Impact of acquisitions/dispositions — — — — Impact of fuel prices/spread — — — — Impact of foreign exchange rates — — — — As reported $255 $251 1,574 1,418 CORPAY CONSOLIDATED REVENUES Pro forma and macro adjusted $4,039 $3,757 $4,559 $4,133 Intentionally Left Blank Impact of acquisitions/dispositions — 1 (158) Impact of fuel prices/spread2 (24) (29) — Impact of foreign exchange rates2 (41) (2) — As reported $4,528 $3,975 $3,758
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Year Ended December 31, 2025 2024 2023 Net income from operations $1,071.9 $1,003.7 $981.9 Provision for income taxes 469.7 381.4 343.1 Interest expense, net 403.8 383.0 348.6 Other loss (income), expense, net 13.7 (2.9) Investment loss (gain) 0.2 (0.1) 47.0 14.0 Depreciation and amortization 393.3 351.1 336.6 Goodwill impairment — 90.0 — Gain on disposition of business disposition, net (42.3) (121.3) (13.7) Loss on extinguishment of debt 1.6 5.0 — Other operating, net 0.8 2.1 0.8 EBITDA $2,347.2 $2,107.7 $1,994.2 Stock-based compensation $102.6 $116.7 Other one-time items1 $21.3 $— addbacks1 115.2 46.4 Adjusted EBITDA $2,129.0 $1,994.2 $2,565.1 $2,270.8 Revenues, net $4,528.4 $3,974.6 $3,757.7 Adjusted EBITDA margin 53.6% 53.1% 56.6% 57.1% 1 2024 EBITDA Includes certain legal expenses, restructuring costs and EBITDA margin are adjusted for a material modification impacting stock-based compensation expense integration and a deal related termination expense. costs * Columns may not calculate due to rounding.
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Year Ended December 31, 2025 2024 2023 Net income attributable to Corpay $1,069.8 $1,003.7 $981.9 Net income per diluted share attributable to Corpay $15.03 $13.97 $13.20 Stock-based compensation 102.6 116.7 116.1 Amortization1 283.2 239.0 233.9 Loss on extinguishment of debt 1.6 5.0 — Integration and deal related costs 108.0 33.7 30.7 Restructuring and related costs2 18.4 9.3 4.6 Other2,3 19.1 2.0 Gain on disposition, net (42.3) (121.3) Goodwill impairment — 90.0 Adjustments at equity method investment, net of tax 28.5 — Gain on disposition of business (121.3) (13.7) Other2 15.0 19.1 Total adjustments 515.1 391.5 373.5 Income tax impact of pre-tax adjustments at the effective tax rate4 rate3 (127.7) (98.7) (96.8) Discrete tax items5 items4 60.8 67.5 — Adjusted net income attributable to Corpay $1,518.1 $1,364.1 $1,258.6 Adjusted net income per diluted share attributable to Corpay Corpay5 $21.38 $19.01 $16.92 Diluted shares 71.1 71.8 74.4
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Year Ended December 31, 2025 2024 2023 Revenues by Segment* Revenues, % of Total Revenues, % of Total net Revenues, net net Revenues, net Corporate Payments $1,635.1 36% $1,221.9 31% Vehicle Payments $2,008.8 2,138.7 47% 2,008.8 51% $2,005.5 53% Corporate Payments 1,221.9 31% 981.1 26% Lodging Payments 469.5 10% 488.6 12% 520.2 14% Other 285.1 6% 255.3 6% 250.9 7% Consolidated revenues, net $4,528.4 100% $3,974.6 100% $3,757.7 100%
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Year Ended December 31, 2025 2024 2023 Revenues, Adjusted net $3,974.6 $3,757.7 Net income attributable to Corpay $1,003.7 $981.9 Net $1,518.1 $1,364.1 Adjusted net income per diluted share attributable to Corpay $13.97 $13.20 $21.38 $19.01 EBITDA $2,347.2 $2,107.7 Adjusted EBITDA $2,565.1 $2,270.8 Adjusted EBITDA margin 56.6% 57.1%
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Year Ended December 31, 2025 2024 2023 Revenues, net $4,528.4 $3,974.6 $3,757.7 Net income attributable to Corpay $1,069.8 $1,003.7 $981.9 Net income per diluted share attributable to Corpay Corpay1 $15.03 $13.97 $13.20 1 For 2025, Diluted earnings per share amounts are determined under the two-class method.
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Adjusted Net Income Attributable net income attributable to Corpay, Adjusted Net Income Per Diluted Share Attributable adjusted net income per diluted share attributable to Corpay, Adjusted EBITDA, adjusted
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Year Ended December 31, (in millions) 2025 2024 2023 Net cash provided by operating activities $1,499.9 $1,940.6 $2,101.1 Net cash used in investing activities $(807.5) $(380.7) Net cash provided by (used in) investing activities $1,227.4 $(807.5) Net cash provided by financing activities $1,561.8 $405.0 $(898.2)
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In May 2024, February 2026, we signed a definitive agreement to sell the merchant solutions business, PayByPhone, a mobile parking payments business within the U.S. division of our
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The results of our 2024 the 2025 impairment test for all of our reporting units other than Payroll card indicated that the estimated fair value of each of our
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Payments operating income and margin increased primarily due to the reasons discussed above, as well as operating leverage above and integration synergies, partially offset by
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