CPAY

flt-202602040001175454false00011754542026-02-042026-02-04

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): February 4, 2026

Corpay, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-3500472-1074903 (State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)

3280 Peachtree Road, Suite 2400Atlanta30305 (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 classTrading Symbols(s)Name of each exchange on which registered Common StockCPAYNew 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 February 4, 2026, Corpay, Inc. (the "Company") issued a press release announcing its financial results for the three months and year ended December 31, 2025. 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.

Agreement to sell PayByPhone On February 4, 2026, the Company issued a press release announcing it had signed a definitive agreement to sell PayByPhone, a mobile parking payments business, to Lightyear Capital. A copy of the press release is attached as Exhibit 99.2, which is incorporated by reference in its entirety.

The information in this item, including Exhibit 99.2, 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.

Forward-Looking Statements

Certain statements contained herein or in the press release furnished as part of this Current Report contain forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about Corpay’s assumptions and expectations regarding its definitive agreement to sell PayByPhone, are forward-looking statements. Forward-looking statements can be identified by the use of words such as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project” or “expect,” “may,” “will,” “would,” “could” or “should,” the negative of these terms or other comparable terminology. 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 largely on preliminary information, internal estimates and management 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 the completion of the sale of PayByPhone, including the satisfaction

flt-202510310001175454false00011754542025-10-312025-10-31

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): October 31, 2025

Corpay, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-3500472-1074903 (State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)

3280 Peachtree Road, Suite 2400Atlanta30305 (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 classTrading Symbols(s)Name of each exchange on which registered Common StockCPAYNew 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 1.01 Entry into a Material Definitive Agreement.

On November 5, 2025, Corpay, Inc. (“Corpay”) entered into the seventeenth amendment (the “Seventeenth Amendment”) to its Credit Agreement (as amended and supplemented from time to time, including by the Seventeenth Amendment, the “Credit Facility”), dated as of October 24, 2014, among Corpay Technologies Operating Company, LLC, Corpay, Cambridge Mercantile Corp. (U.S.A.), Bank of America, N.A., as administrative agent and the foreign swing line lender, and the other lenders party thereto.

The Seventeenth Amendment, among other things, (i) increases the aggregate commitments under the Revolver B by $1 billion to new total Revolver B commitments of $1.5 billion and (ii) adds a new seven-year Term Loan B of $900 million. Proceeds will initially be used to fund the Alpha acquisition.

The new Term Loan B has a maturity date of November 5, 2032. Interest on amounts outstanding under the new Term Loan B accrues based on the Secured Overnight Financing Rate, plus a margin of 1.75%. The maturity dates and the interest rates for the Company's revolving credit facility, Term Loan A commitments and existing Term Loan B commitments were unchanged by this amendment.

Bank of America, N.A., and certain of the other agents, lenders and/or purchasers under the Credit Facility or their respective affiliates, have had in the past, have currently, and/or may have in the future, various relationships with Corpay involving the provision of financial or other advisory services, including cash management, investment banking and brokerage services. These parties, or their respective affiliates, have received, and may in the future receive, customary principal and interest payments, fees and expenses for these services.

The foregoing summary of the Seventeenth Amendment is subject to, and qualified in its entirety by, the text of the Seventeenth Amendment, which is filed as 10.1 hereto and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed in a Current Report on Form-8-K filed by Corpay, Inc. (“Corpay”) with the Securities and Exchange Commission, on July 23, 2025 (the “Prior Form 8-K”), Corpay issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers (the “Code”), disclosing the terms of a firm intention to make a cash offer (the “Offer”) to acquire the entire issued and to be issued ordinary share capital of Alpha Group International plc (“Alpha”).

On October 31, 2025, Corpay completed the acquisition (the “Acquisition”) of all of the ordinary shares of Alpha for £42.50 in ca

flt-202508060001175454false00011754542025-08-062025-08-06

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 6, 2025

Corpay, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-3500472-1074903 (State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)

3280 Peachtree Road, Suite 2400Atlanta30305 (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 classTrading Symbols(s)Name of each exchange on which registered Common StockCPAYNew 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 6, 2025, Corpay, Inc. (the "Company") issued a press release announcing its financial results for the three and six months ended June 30, 2025. 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. 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 6, 2025 regarding second quarter financial results

104Cover 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 6, 2025  By:   /s/ Peter Walker Peter Walker Chief Financial Officer