[8-K] CORPAY, INC. Reports Material Event

Rhea-AI Filing Summary

Corpay, Inc. filed a Current Report describing forward-looking statements and material risks related to its business, including the proposed acquisition of a partnership interest in AvidXchange and the acquisition of Alpha. The filing warns that these transactions are subject to customary closing conditions and that completion is uncertain. Management highlights many risk factors that could materially affect results, including macroeconomic trends, fuel and lodging price patterns, foreign exchange and interest rate movements, credit and liquidity pressures, cybersecurity and operational disruptions, international and regulatory risks, and the ongoing FTC lawsuit. The company disclaims any obligation to update forward-looking statements except as required by law and directs readers to its SEC filings for more information.

Positive

• Disclosure of material transactions (AvidXchange partnership interest and Alpha acquisition) indicates transparency about corporate strategy
• Comprehensive risk disclosure reflects robust legal and governance processes to inform investors of potential exposures

Negative

• Completion of the AvidXchange and Alpha transactions is uncertain and subject to satisfaction of conditions
• Ongoing FTC lawsuit and broad regulatory risks could have material adverse effects
• No financial metrics, timelines, or transaction terms are provided, limiting investor ability to assess impact

Insights

Securities Analyst

TL;DR: Filing details transaction-related uncertainty and broad operational, financial and regulatory risks that could materially affect Corpay's outlook.

The 8-K is primarily a forward-looking risk disclosure tied to material corporate actions: the proposed AvidXchange partnership interest purchase and the Alpha acquisition. Both are described as subject to satisfaction of conditions, indicating execution risk. The filing enumerates many standard but significant risk categories—market, credit, liquidity, cybersecurity, international operations and regulatory exposure including an active FTC lawsuit. For investors, the key takeaways are transaction execution uncertainty and multiple avenues for adverse impacts on cash flows and credit metrics; however, the filing contains no financial metrics, timelines, or definitive outcomes.

Corporate Governance Expert

TL;DR: Broad risk disclosures and reference to material transactions show corporate disclosure diligence but provide limited actionable detail.

The report functions as a comprehensive cautionary statement tied to material events. Citing the FTC lawsuit and pending acquisitions is appropriate from a governance and disclosure perspective to inform shareholders of potential material developments and legal exposure. The statement that closing conditions must be satisfied underscores execution risk. Absent specifics on timelines, transaction terms, or remediation plans for any control weaknesses, the report informs but does not change the substantive governance picture.

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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): September 29, 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 7.01 Regulation FD Disclosure.

On September 29, 2025, Corpay, Inc. (the “Company”) is presenting to institutional credit investors and is reaffirming its third quarter 2025 and full year 2025 guidance, as previously disclosed on Form 8-K as filed with the Securities and Exchange Commission on August 6, 2025.

This Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about Corpay’s beliefs, assumptions, expectations and future performance, 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 acquisition of a partnership interest in AvidXchange, and the acquisition of Alpha, including, in each case, the satisfaction of any conditions thereto; our ability to successfully execute our strategic plan, manage our growth and achieve our performance targets; the impact of macroeconomic conditions, including any recession or economic downturn that has occurred or may occur in the future, and whether expected trends, including retail fuel prices, fuel price spreads, fuel transaction patterns, electric vehicle, retail lodging price, foreign exchange rates and interest rates trends develop as anticipated and we are able to develop successful strategies in light of these trends; our ability to attract new and retain existing partners, fuel merchants, and lodging providers, their promotion and support of our products, and their financial performance; our ability to successfully manage the derivative financial instruments that we use in our Cross-Border solution to reduce our exposure to various market risks, including changes in foreign exchange rates; the failure of management assumptions and estimates, as well as differences in, and changes to, economic, market, interest rate, interchange fees, foreign exchange rates, and credit conditions, including changes in borrowers’ credit risks and payment behaviors; the risk of higher borrowing costs and adverse financial market conditions impacting our funding and liquidity, and any reduction in our credit ratings; our ability to successfully manage our credit risks and the sufficiency of our allowance for expected credit losses; our ability to securitize our trade receivables; the occurrence of fraudulent activity, data breaches or failures of our information security controls or cybersecurity-related incidents that may compromise our systems or customers’ information; any disruptions in the operations of our computer systems and data centers; the international operational and political risks and compliance and regulatory risks and costs associated with international operations; the impact of international conflicts, including between Russia and Ukraine, as well as within the Middle East, on the global economy or our business and operations; the impact of changes in global tariff and trade policies and potential retaliatory actions by affected countries; our ability to develop and implement new technology, products, and services; any alleged infringement of intellectual property rights of others and our ability to protect our intellectual property; the regulation, supervision, and examination of our business by foreign and domestic governmental authorities, as well as litigation and regulatory actions, including the lawsuit filed by the Federal Trade Commission (FTC); the impact of regulations and related requirements relating to privacy, information security and data protection; derivative and hedging activities; use of third-party vendors and ongoing third-party business relationships; and failure to comply with anti-money laundering (AML) and anti-terrorism financing laws; changes in our senior management team and our ability to attract, motivate and retain qualified personnel consistent with our strategic plan; tax legislation initiatives or challenges to our tax positions and/or interpretations, and state sales tax rules and regulations; the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; our ability to remediate material weaknesses and the ongoing effectiveness of internal control over financial reporting, as well as the other risks and uncertainties identified under the caption "Risk Factors" in the 2024 Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 27, 2025 and subsequent filings with the SEC made by us. These factors could cause our actual results and experience to differ materially from any forward-looking statement made herein. The forward-looking statements included in this Form 8-K are made only as of the date hereof and we do not undertake, and specifically disclaim, any obligation to update any such statements as a result of new information, future events or developments, except as specifically stated or to the extent required by law. You may access Corpay’s SEC filings for free by visiting the SEC web site at www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d)			Exhibits
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.

September 29, 2025

By:   /s/ Peter Walker

Peter Walker

Chief Financial Officer

FAQ

What material events does Corpay (CPAY) disclose in this 8-K?

The filing references the proposed acquisition of a partnership interest in AvidXchange and the acquisition of Alpha, and lists related risks.

Does the 8-K confirm that the AvidXchange and Alpha transactions are completed?

No. The filing states the transactions are subject to customary closing conditions and completion is not assured.

Does Corpay disclose any financial results or metrics in this filing?

No. The document contains forward-looking statements and risk factors but no financial figures or earnings data.

Is there any litigation mentioned that investors should note?

Yes. The filing explicitly references an ongoing FTC lawsuit as a regulatory and litigation risk.

Will Corpay update these forward-looking statements?

The company disclaims any obligation to update forward-looking statements except as required by law.