Corpay (NYSE: CPAY) files 8-K/A with Alpha acquisition and pro forma financials

Rhea-AI Filing Summary

Corpay, Inc. filed an amended current report to add detailed financial information related to its completed acquisition of Alpha Group International plc. The amendment provides Alpha’s audited financial statements as of and for the year ended December 31, 2024, and unaudited financial statements for the six months ended June 30, 2025 and 2024.

Corpay also filed unaudited pro forma condensed combined financial information, including a balance sheet as of June 30, 2025 and income statements for the year ended December 31, 2024 and the six months ended June 30, 2025. These materials are included as exhibits and are incorporated by reference to show how Alpha’s acquisition affects Corpay’s combined financial profile.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________ 

FORM 8-K/A

(Amendment No. 1)

________________________________________________________ 

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)

  _______________________________________________________

Delaware

001-35004

72-1074903

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3280 Peachtree Road, Suite 2400

Atlanta

30305

(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 class			Trading Symbols(s)			Name of each exchange on which registered
Common Stock			CPAY			New 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 2.01 Completion of Acquisition or Disposition of Assets.

On November 5, 2025, Corpay, Inc. (“Corpay” or the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) with the Securities and Exchange Commission (the "SEC") reporting the completion of its acquisition of Alpha Group International plc (“Alpha”). In order to comply with the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 and the Securities Act of 1933, the Company hereby amends Item 9.01 of the Original 8-K for the purpose of filing the historical financial statements of Alpha and the related pro forma financial information in accordance with Article 11 of Regulation S-X, which were not previously filed with the Original 8-K.

Item 9.01 Financial Statements and Exhibits.

(a)			Financial statements of businesses acquired.
			The audited financial statements of Alpha Group International plc, as of December 31, 2024 and for the year ended December 31, 2024, together with the notes thereto and the independent auditors' report thereon, are filed as Exhibit 99.1 to this Form 8-K/A and incorporated by reference herein. The unaudited financial statements of Alpha Group International plc, as of and for the six months ended June 30, 2025 and 2024 are filed as Exhibit 99.2 to this Form 8-K/A and incorporated by reference herein.
(b)			Pro forma financial information.
			The unaudited pro forma condensed combined balance sheet of Corpay, Inc. as of June 30, 2025 and unaudited pro forma condensed combined statements of income of Corpay, Inc. for the year ended December 31, 2024 and the six months ended June 30, 2025 are filed as Exhibit 99.3 to this Form 8-K/A and incorporated by reference herein.
(d)			Exhibits
23.1			Consent of BDO LLP
99.1			Financial statements of Alpha Group International plc, as of December 31, 2024 and for the year ended December 31, 2024, together with the notes thereto and the independent auditors' report thereon.
99.2			Unaudited Condensed Consolidated Financial Statements, for Alpha Group International plc, as of and for the six months ended June 30, 2025 and 2024.
99.3			Unaudited Pro Forma Condensed Combined Financial Information.
104			Cover 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.

February 5, 2026

By:   /s/ Peter Walker

Peter Walker

Chief Financial Officer

FAQ

What does Corpay (CPAY) disclose in this 8-K/A amendment?

Corpay’s amendment supplies financial details for its Alpha acquisition. It files Alpha Group International plc’s audited 2024 financial statements, interim 2025 and 2024 unaudited statements, and unaudited pro forma condensed combined financial information as exhibits, all incorporated by reference to the original acquisition disclosure.

Which Alpha Group International financial statements are included by Corpay (CPAY)?

Corpay includes both annual and interim Alpha financials. The amendment files audited financial statements as of and for the year ended December 31, 2024, plus unaudited condensed consolidated financial statements for the six months ended June 30, 2025 and 2024, all as separate exhibits.

What pro forma information does Corpay (CPAY) provide for the Alpha acquisition?

Corpay filed unaudited pro forma condensed combined financial information. It includes a pro forma combined balance sheet as of June 30, 2025 and pro forma combined income statements for the year ended December 31, 2024 and the six months ended June 30, 2025 to illustrate post-acquisition results.

Why did Corpay (CPAY) amend its original Alpha acquisition 8-K?

The amendment is to comply with SEC financial reporting rules. Corpay updates Item 9.01 to add Alpha’s historical financial statements and related pro forma financial information in accordance with Article 11 of Regulation S-X, which were not previously filed with the original report.

Which exhibits are attached to Corpay’s (CPAY) 8-K/A about Alpha?

The amendment lists several key exhibits. These include Alpha’s audited 2024 financial statements, unaudited interim 2025 and 2024 statements, unaudited pro forma condensed combined financial information, an auditor consent from BDO LLP, and the cover page interactive data file formatted as Inline XBRL.

Who signed Corpay’s (CPAY) amended 8-K related to Alpha’s acquisition?

The amendment was signed on behalf of Corpay by its CFO. The report shows Corpay, Inc. executing the filing through Peter Walker, Chief Financial Officer, consistent with typical corporate officer authorization for Exchange Act reports.