CPAY

EX-99.1

2 ex991q1_2026.htm

EX-99.1

Document

Exhibit 99.1

Corpay Reports First Quarter Financial Results

25% revenue growth, 11% organic revenue growth, and 29% adjusted EPS growth1

Atlanta, Ga., May 7, 2026 — Corpay, Inc. (NYSE: CPAY), the corporate payments company, today reported financial results for its first quarter ending March 31, 2026.

"Our first quarter results were outstanding, with revenue growth of 25% and adjusted net income per share growth of 29%, finishing well ahead of expectations," said Ron Clarke, chairman and chief executive officer, Corpay, Inc. "Organic revenue growth was 11% for the fourth consecutive quarter and our strong first quarter performance gives us increased confidence in our rest of year guidance," concluded Clarke.

Financial Results for First Quarter of 2026:

GAAP Results

•Revenues increased 25% to $1,261.0 million in the first quarter of 2026, compared with $1,005.7 million in the first quarter of 2025.

•Net income2 increased 44% to $350.1 million in the first quarter of 2026, compared with $243.2 million in the first quarter of 2025.

•Net income per diluted share2 increased 49% to $5.07 in the first quarter of 2026, compared with $3.40 per diluted share in the first quarter of 2025.

•First quarter net income and net income per diluted share attributable to Corpay include a gain on the sale of a business, which increased net income by approximately $81 million, or $1.19 of earnings per diluted share.

Non-GAAP Results1

•Organic revenue growth1 was 11% in the first quarter of 2026.

•Adjusted EBITDA1 increased 24% to $688.6 million in the first quarter of 2026, compared to $555.4 million in the first quarter of 2025.

•Adjusted net income1,2 increased 23% to $397.2 million in the first quarter of 2026, compared with $322.9 million in the first quarter of 2025.

•Adjusted net income per diluted share1,2 increased 29% to $5.80 per diluted share in the first quarter of 2026, compared with $4.51 per diluted share in the first quarter of 2025.

"Our Corporate Payments segment delivered 16% organic revenue growth, and lodging improved significantly sequentially," said Peter Walker, chief financial officer, Corpay, Inc. "Revenue over performance had a high flow through resulting in EBITDA margins over 100 basis points higher than we expected. We repurchased 2.4 million shares for $786 million, and still exited the quarter with 2.7x leverage," concluded Walker.

Fiscal Year 2026 Outlook:

“We are raising our full-year outlook as a result of our first quarter over-performance, the expected higher rest of year fuel prices and our first quarter fundamental trends running ahead of our expectations,” said Peter Walker.

For fiscal year 2026, Corpay, Inc.'s financial guidance1 is revised as follows:

•Total revenues between $5.250 billion and $5.330 billion;

•Net income between $1.352 billion and $1.432 billion;

•Net income per diluted share between $20.39 and $21.19;

•Adjusted net income between $1.746 billion and $1.826 billion; and

•Adjusted net income per diluted share between $26.30 and $27.10.

Corpay’s guidance assumptions are as follows:

•Weighted average U.S. fuel prices equal to $4.17 per gallon based on the April 2026 EIA short-term energy outlook;

•Fuel price spreads flat with the 2025 average;

•Foreign exchange rates unchanged from our prior guidance in February 2026;

•Interest expense between $415 million and $445 million, based on the SOFR forward curve as of April 29, 2026;

•Free cashflow is used to pay down debt;

•Approximately 67 million fully diluted shares outstanding;

•An adjusted effective tax rate of approximately 25% to 27%; and

•No impact related to material acquisitions or divestitures not closed.

Second Quarter of 2026 Outlook:

“Revenue for the second quarter of 2026 is expected to be approximately $1.295 billion at the midpoint, growing 18% year over year, and adjusted net income per diluted share is expected to be $6.55 at the midpoint, growing 28% year over year,” said Peter Walker.

As always, guidance may change in the future based on new information and therefore may not reflect actual results.

Conference Call:

The Company will host a conference call to discuss first quarter 2026 financial results today at 5:30 pm ET. Hosting the call will be Ron Clarke, chief executive officer, Peter Walker, chief financial officer and Jim Eglseder, investor relations. The conference call will be webcast live from the Company's investor relations website at http://investor.corpay.com. The conference call can also be accessed live over the phone by dialing (800)-267-6316 or (203)-518-9783; the Conference ID is CORPAY. A replay will be available one hour after the call and can be accessed by dialing (844)-512-2921 or (412)-317-6671 for international callers; the replay conference ID is 11161333. The replay will be available through Thursday, May 21, 2026. Prior to the conference call, the Company will post supplemental financial information t

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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

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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