CORPAY, INC. (CPAY)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and related notes appearing elsewhere in this report. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences include, but are not limited to, those identified below and those described in Item 1A "Risk Factors" appearing in our Annual Report on Form 10-K for the year ended December 31, 2025. All foreign currency amounts that have been converted into U.S. dollars in this discussion are based on the exchange rate as reported by Oanda for the applicable periods.

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

Executive Overview

Corpay is a global corporate payments and spend management company that helps businesses simplify, automate and control the way they make payments and 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.

We estimate that businesses spend approximately $145 trillion annually in transactions with other businesses. In many instances, businesses continue to rely on fragmented systems and manual processes to approve, execute and reconcile payments and manage spending across their organizations. These challenges can result in operational inefficiencies, limited visibility into spending, increased fraud risk, manual reconciliation efforts, higher administrative costs and less informed financial decision-making.

Our integrated payment and spend management solutions provide meaningful advantages over traditional payment methods, including cash, paper checks, general purpose credit cards and manual employee reimbursement processes.

Corpay has been a member of the S&P 500 since 2018 and trades on the New York Stock Exchange under the ticker CPAY.

Impact of Economic Environment on Our Business

Some of the countries where we operate, and other countries where we will seek to operate, have undergone significant political, economic and social change and events in recent periods. Adverse global macroeconomic conditions, including but not limited to recessions or economic downturns, inflation, changing interest rates, currency fluctuations, economic sanctions (including tariffs), regional or domestic hostilities and the prospect or occurrence of more widespread conflicts, a slowdown of global trade, or reduced consumer spending, could have a material adverse impact on our business, 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. Measures such as sanctions and tariffs may adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations. We cannot predict the scope of macroeconomic factors because these measures are complex and evolving. Any such disruptions may also magnify the impact of other risks described in our Annual Report on Form 10-K.

27

Results

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 June 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 June 30, 2026 and 2025 (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-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.

28

Table of Contents

Sources of Revenue

Corpay offers a variety of payment solutions that simplify, automate, secure, digitize and effectively control the way businesses and consumers manage and pay their expenses. We provide our payment solutions to our business, merchant, consumer and payment network customers in more than 200 countries around the world today, although we operate primarily in three geographies, with approximately 76% of our business in the U.S., Brazil and the U.K. Our customers may include commercial businesses (obtained through direct and indirect channels) and partners for whom we manage payment programs, as well as consumers.

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.

Our revenue is generally reported net of the cost for underlying products and services purchased. In this report, we refer to this net revenue as “revenue" or "revenues, net." See “Results of Operations” for additional segment information.

Revenues, net, by Segment. During the first quarter of 2026, we refined our segment composition within our existing reportable segments to reflect how our 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 June 30, 2026 and 2025, our segments generated the following revenues, net (in millions, except percentages).

*Columns may not calculate due to rounding. Other includes our Gift, Outsourced Card Processing and Payroll Card businesses.

In our Corporate Payments segment, our payables business primarily earns revenue from the difference between the amount charged to the customer and the amount paid to the third party for a given transaction, as interchange or spread revenue. Our programs may also charge fixed fees for access to the network and ancillary services provided. Revenues from risk management products and foreign exchange pay

[Excerpt truncated for page length; source filing is linked above.]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with

the consolidated financial statements and related notes appearing elsewhere in this report. In addition to historical information,

this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual

results to differ materially from management’s expectations. Factors that could cause such differences include, but are not

limited to, those identified below and those described in Item 1A “Risk Factors” appearing elsewhere in this report. All foreign

currency amounts that have been converted into U.S. dollars in this discussion are based on the exchange rate as reported by

Oanda for the applicable periods.

The following discussion and analysis of our financial condition and results of operations generally discusses 2025 and 2024

items, with year-over-year comparisons between these two years. A detailed discussion of 2024 items and year-over-year

comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-

K for the year ended December 31, 2024.

Executive Overview

Corpay is a global corporate payments company that helps businesses and consumers better manage and pay their expenses in a

simple, controlled manner. Corpay provides a broad suite of payment and spend management solutions, including accounts

payable automation and cross-border payment 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 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. Our wide

range of modern, digitized solutions provide 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 payment processes.

Comdata Merchant Solutions Disposition

In May 2024, we signed a definitive agreement to sell the merchant solutions business, a business within the U.S. division of

our Vehicle Payments segment (the "disposal group") to a third party. The transaction was completed during December 2024.

The disposal group's assets and liabilities were recorded at their carrying value. Goodwill of approximately $58.2 million was

allocated to the carrying value of the disposal group based on a relative fair value analysis.

We received total proceeds of $185.5 million, which have been recorded within investing activities in the accompanying

Consolidated Statements of Cash Flows. In connection with the sale, we recorded a net gain on disposal of $121.3 million

during the year ended December 31, 2024, which represents the proceeds received less the derecognition of the related net

assets.

Results

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 years ended

December 31, 2025 and 2024 (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 attributable to Corpay, adjusted net

37

income per diluted share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin for the years ended

December 31, 2025 and 2024 (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-

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.

Sources of Revenue

Corpay offers a variety of payment solutions that help to simplify, automate, secure, digitize and effectively control the way

businesses and consumers manage and pay their expenses. We provide our payment solutions to our business, merchant,

consumer and payment network customers in more than 200 countries around the world today, although we operate primarily in

three geographies, with approximately 79% of our business in the U.S., Brazil and the U.K. Our customers may include

commercial businesses (obtained through direct and indirect channels) and partners for whom we manage payment programs,

as well as consumers.

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: Corporate Payments, Vehicle

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.

Our revenue is generally reported net of the cost for underlying products and services purchased. In this report, we refer to this

net revenue as “revenue" or "revenues, net". See “Results of Operations” for additional segment information.

Revenues, net, by Segment. For the years ended December 31, 2025 and 2024, our segments generated the following revenues,

net (in millions, except percentages):

*Columns may not calculate due to rounding. Other includes our Gift and Payroll Card operating segments.

In our Corporate Payments segment, our payables business primarily earns revenue from the difference between the amount

charged to the customer and the amount paid to the third party for a given transaction, as interchange or spread revenue. Our

programs may also charge fixed fees for access to the network and ancillary services provided. Revenues from risk

management products and foreign exchange payment services are primarily comprised of the difference between the exchange

rate we set for the customer and the rate available in the wholesale foreign exchange market. In our cross-border business, our

revenue is from exchanges of currency at spot rates, which enables customers to make cross-currency payments. Our cross-

border business also derives revenue from our risk management business, which aggregates foreign currency exposures arising

38

from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with

established financial institution counterparties. We also generate float revenue earned on invested customer funds in

jurisdictions where permitted.

We generate revenue in our Vehicle Payments segment through a variety of program fees, including transaction fees, card fees,

network fees and charges, as well as from interchange. These fees may be charged as fixed amounts, costs plus a mark-up,

based on a percentage of the transaction purchase amounts, or a combination thereof. Our programs also include other fees and

charges associated with late payments and based on customer credit risk. We also generate float revenue earned on invested

customer funds in jurisdictions where permitted.

In our Lodging Payments segment, we primarily earn revenue from the difference between the amount charged to the customer

and the amount paid to the hotel for a given transaction or based on commissions paid by hotels. We may also charge fees for

access to the network and ancillary services provided.

The remaining revenues represent other solutions in our Gift and Payroll Card businesses, referred to as Other. In these

businesses, we primarily earn revenue from the processing of transactions. We may also charge fees for ancillary services

provided.

Revenues, net, by Geography Revenues, net by geography for the years ended December 31, 2025 and 2024, were as follows

(in millions, except percentages):

*Columns may not calculate due to rounding.

39

Reve

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]