Corpay (CPAY) Risk Factor Changes

2025.

Our balance sheet includes goodwill and intangible assets that represent approximately 41% of our total assets at December 31,

working capital and other cash needs, and financing acquisitions.

At December 31, 2025, we had approximately $10.0 billion of debt outstanding under our Credit Facility and Securitization

comply with these laws and regulations may result in suspension of these contracts or administrative or other penalties.

from time to time concerning our compliance with the laws and regulations relating to our government contracts.

and compliance obligations that are not common among commercial contracts.

other commercial contracting laws and our government contracts may contain unique pricing, audit, disclosure, data protection

material adverse effect on our business, financial condition and results of operations.

harm and our potential liability for security breaches or privacy non-compliance may increase, all of which could have a

those described above and these may result in greater costs to us as well.

jurisdictions outside the U.S., U.K.

registration requirements and increased regulation of derivative contracts, may result in additional costs to our business.

costs for entering into derivatives transactions or the implementation of new rules under such regimes, such as future

Instruments Directive (MiFID II) continue to evolve and changes to such regimes, our status under such regimes, our associated

regulatory regimes for derivatives in the U.S., U.K.

may be subject to centralized clearing requirements or may be subject to margin requirements in the U.S., U.K., and EU or

and its technical standards in the U.K.

ways that may have adverse consequences for our business.

result, could pass through some of those compliance obligations to us or alter the extent or the terms of their dealings with us in

compliance costs.

As a service provider to certain of our bank sponsors, we may be subject to direct supervision and examination by certain

affecting the terms under which we offer our products and services.

may have an adverse effect on our business and operating results, due to increased compliance costs and new restrictions

within the scope of these regulations.

protection laws and regulations.

identity theft protection programs; countering terrorist financing; anti-money laundering laws and regulations; and consumer

Any of these claims might require us to defend protracted and costly litigation or arbitration on their behalf, regardless of the

develop non-infringing technology, which could require significant time, effort and expense and might ultimately not be

could materially adversely affect our business, financial condition and results of operations.

could adversely affect our business, financial condition and results of operations.

reduced demand for our securities and the diversion of investment to other companies or industries.

the willingness of customers and partners to do business with us.

we are unable to find a replacement financial institution to provide sponsorship or become a member, we may no longer be able

network rules that would impair our registration, could require us to stop providing Mastercard payment processing services.

which allows us to process transactions on its networks.

business.

solutions more difficult or impractical, such as trade policy or higher tariffs, could negatively impact our revenues and harm our

Any factors that increase the cost for us, our bank relationships, or customers or that restrict, delay, or make delivering our

making it more costly for us to provide our solutions or by making it more cumbersome for businesses to do business with us.

relationships.

Furthermore, we facilitate payment and foreign exchange solutions for enterprises of all sizes using a global network of bank

whom we maintain relationships, could adversely affect our ability to serve our customers, as well as adversely affect our

The loss of, failure to maintain, or failure to establish new relationships, or the weakness or decrease in size of companies with

These relationships vary in length and may be renegotiated at the end of their respective terms.

other channels and partnerships (each of whom we refer to as our “partners”).

companies, petroleum marketers, closed-loop fuel and lodging merchants, truck stop operators, airlines, sales channels and

The success of our solutions is in part dependent on our ability to maintain relationships with bank partners, major oil

failure to maintain and grow existing relationships, or establish new relationships, could adversely affect our revenues and

merchants, truck stop operators, airlines, sales channels and other channels and partnerships to grow our business.

The value of certain of our solutions depend, in part, on relationships with bank partners, oil companies, fuel and lodging

by the absolute price of fuel.

We estimate during the year ended December 31, 2025, approximately 8% of our consolidated revenue was directly influenced

currencies other than the U.S.

and regulations that change the electronic payments industry’s pricing, charges and other practices related to its customers.

of alternative payment methods.

ended December 31, 2025.

payments.

sanctions, including significant monetary fines, which could have a material adverse effect on our business, financial condition

regulation that would increase our compliance costs.

to us, which could reduce the use and acceptance of our cards and other payment solutions and services or lead to greater

increases in the overall level of fraud, involving our cards and other products and services, could result in reputational damage

skimming and counterfeiting payment cards, account takeovers and identity theft.

operational and regulatory risks and difficulties that we do not generally face in the U.S.

which includes crisis response materials designed to mitigate the impact of significant disruptions to our business, but there can

adverse effect on our business, financial condition and results of operations.

subject us to government scrutiny, civil or criminal proceedings, sanctions and other liabilities, which may have a material and

consuming and will divert the attention of management.

results of operations or otherwise aggravate the other risk factors that we identify herein.

adversely affect the global economy and financial markets and could adversely affect our business, financial condition and

our business for an unknown period of time.

of, one or more of these counterparties, we could incur significant losses, which could negatively impact our results of

In addition, our transaction volume mix could be adversely affected if businesses do not continue to use our offerings or they

business operations of the oil companies, merchants and truck stop owners with whom we maintain strategic relationships,

systems.

economy, could have a negative effect on our business, results of operations and infrastructure, including our technology and

to natural catastrophes, especially those that impact regions in which we process a large number and amount of payment

Similarly, prolonged adverse weather events, travel bans as a result of medical quarantine, geopolitical conflicts or in response

unemployment, currency fluctuations, actual or anticipated large-scale defaults or failures, terrorist attacks, prolonged or

downturns, inflation, rising or volatile interest rates, deteriorating credit conditions, labor shortages and disputes, high

adversely affect our financial condition and operating results.

weather conditions, natural catastrophes or public health crises or from changes to business purchasing practices, could

improve our competitive position against our current or future competitors, which could adversely affect our business, operating

increased sales and marketing expenses and a failure to increase, or a loss of, market share.

Overall, increased competition and services in our markets could result in intensified pricing pressure, reduced profit margins,

lodging discounters, internal corporate procurement and travel resources and independent lodging and services providers.

that provide card services to major oil companies and petroleum marketers.

services less desirable to customers, or possibly even obsolete.

at the pace required.

industry, including with respect to domestic and international corporate payments, and EVs.

for commercial payments and adjacent use cases.

arises with a new product or service, could result in significant processing or reporting errors, customer dissatisfaction or other

significant efforts to upgrade our products, services and underlying technology, which may or may not be successful in

adequately responding to customer practices and our transaction volume may decline.

new or enhanced products and services that meet these changing demands, which could jeopardize our competitive position.

terms or at all, and in any event, insurance coverage would not address the reputational damage that could result from a security

maintain coverage sufficient to compensate for all liability and such insurance may not be available for renewal on acceptable

security and privacy damages and claim expenses above a certain financial retention level, we may not carry insurance or

personal information of our customers, lost revenue and reputational harm.

and costly litigation, governmental and card network intervention and fines, remediation costs and with respect to misuse of