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~~January 3122, ~~2025~~2026

________________________________________________________

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)

(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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~November~~January 522, ~~2025~~2026, ~~Corpay, Inc. (“Corpay”) entered into~~ the ~~seventeenth~~Board ~~amendment~~of ~~(the~~Directors ~~“Seventeenth~~of ~~Amendment”) to its Credit Agreement (as amended and supplemented from time to time~~Corpay, ~~including~~Inc. by (the ~~Seventeenth Amendment, the “Credit Facility”), dated as of October 24, 2014, among Corpay Technologies Operating~~ "Company," ~~LLC,~~or "Corpay~~, Cambridge Mercantile Corp. (U.S.A.~~"), ~~Bank~~appointed ofLondon-based ~~America,~~David ~~N.A.,~~Bunch asto ~~administrative~~serve ~~agent~~on ~~and~~its ~~the~~Board ~~foreign~~of ~~swing line lender~~Directors, ~~and~~effective ~~the other lenders party thereto~~immediately.

~~The~~Mr. ~~Seventeenth~~Bunch ~~Amendment,~~currently ~~among~~serves ~~other~~as ~~things~~Group Executive Vice President for Mobility & Convenience at Shell PLC, ~~(i)~~where ~~increases~~he leads one of the ~~aggregate~~world’s ~~commitments~~largest ~~under~~branded ~~the~~networks, ~~Revolver~~consisting Bof byover $140,000 ~~billion~~convenience, toB2B, ~~new~~and ~~total~~EV ~~Revolver~~mobility Bsites ~~commitments~~serving of30 $1million customers daily.5 ~~billion~~His extensive international career spans leadership roles in North America, Asia, and ~~(ii)~~Europe. ~~adds~~Mr. Bunch, a ~~new~~dual ~~seven-year~~UK/US ~~Term~~national, ~~Loan~~previously Bserved as Chairman of ~~$900~~Shell ~~million.~~UK ~~Proceeds~~Ltd, ~~will~~is ~~initially~~an beMBA ~~used~~graduate toof ~~fund~~the London Business School, and served as a Non-Executive Director within the ~~Alpha~~UK ~~acquisition.~~Government’s Department for Transport.

~~The~~Mr. ~~new~~Bunch ~~Term~~was ~~Loan~~not Belected ~~has~~pursuant ato ~~maturity~~any ~~date~~arrangement ofor ~~November~~understanding 5with the Company or any other person, ~~2032~~and there are no actual or proposed transactions between Mr. ~~Interest~~Bunch onor ~~amounts~~any ~~outstanding~~of ~~under~~his immediate family members and the ~~new~~Company ~~Term~~that ~~Loan~~would Brequire ~~accrues~~disclosure ~~based~~under onItem ~~the~~404(a) ~~Secured~~of ~~Overnight~~Regulation ~~Financing~~S-K ~~Rate,~~in ~~plus~~connection with his appointment as a ~~margin~~director of 1the Company.~~75%.~~ The ~~maturity~~Board ~~dates~~has ~~and~~affirmatively ~~the~~determined ~~interest~~that ~~rates~~Mr. ~~for~~Bunch ~~the~~qualifies ~~Company's~~as ~~revolving~~an ~~credit~~independent ~~facility,~~director ~~Term~~as ~~Loan~~defined Aby ~~commitments~~the ~~and~~listing ~~existing~~standards ~~Term~~of ~~Loan~~the BNew ~~commitments~~York ~~were~~Stock ~~unchanged~~Exchange byand ~~this~~the ~~amendment.~~Company’s corporate governance guidelines.

~~Bank~~In ofconnection ~~America,~~with ~~N.A.,~~his ~~and~~service ~~certain~~on of the ~~other agents~~Board, ~~lenders~~Mr. ~~and/or~~Bunch ~~purchasers~~will ~~under~~be ~~the~~entitled ~~Credit~~to ~~Facility or their respective affiliates, have had in~~ the ~~past,~~Company’s ~~have~~customary ~~currently,~~non-employee ~~and/or~~director ~~may~~compensation ~~have in the future~~package, ~~various~~commencing ~~relationships~~on ~~with~~January ~~Corpay involving the provision of financial or other advisory services~~22, ~~including cash management, investment banking and brokerage services~~2026. ~~These~~The ~~parties,~~Company orhas ~~their~~also ~~respective~~entered ~~affiliates,~~into ~~have~~an ~~received,~~indemnification ~~and~~agreement ~~may~~on in the ~~future~~Company’s ~~receive,~~standard ~~customary~~form ~~principal~~with ~~and~~Mr. ~~interest payments, fees and expenses for these services~~Bunch.

~~The~~A ~~foregoing~~copy ~~summary~~ of the ~~Seventeenth~~press ~~Amendment~~release isissued ~~subject~~by ~~to,~~the ~~and~~Company ~~qualified~~on inJanuary ~~its entirety by~~22, ~~the~~2026 ~~text~~regarding ofMr. ~~the~~Bunch's ~~Seventeenth~~appointment ~~Amendment, which~~ is filed as 10Exhibit 99.1 ~~hereto~~to this Current Report on Form 8-K and is incorporated ~~herein~~ by reference into this Item 5.02.

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 cash for each Alpha share upon the terms as described in the Rule 2.7 Announcement, resulting in an aggregate purchase price of approximately £1.8 billion in cash. The Acquisition was implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 and under the Code.

The aggregate cash consideration paid in the transaction was funded with borrowings under the Credit Facility, as described under Item 1.01 of this Current Report on Form 8‑K and incorporated by reference into this item 2.01.

Copies of the Rule 2.7 Announcement and the Cooperation Agreement entered into in connection with the Acquisition (the “Cooperation Agreement”) were filed as Exhibit 2.1 and Exhibit 10.2, respectively, to the Prior Form 8-K and each are incorporated herein by reference. The foregoing summary of the Rule 2.7 Announcement is subject to, and qualified in its entirety by, the text of the Rule 2.7 Announcement and Cooperation Agreement.

Item 2.02 Results of Operations and Financial Condition.

On November 5, 2025, Corpay, Inc. (the "Company") issued a press release announcing its financial results for the three and nine months ended September 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8‑K is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On November 5, 2025, Corpay issued a press release announcing the completion of the Acquisition on October 31, 2025. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8‑K.

In addition, on November 5, 2025, Corpay has made available on its website in the investor relations section an earnings release supplement.

The information in Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of Corpay under the Securities Act of 1933, as amended (the “Securities Act”),

or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(a)			Financial statements of businesses acquired.
			Corpay intends on filing the financial statements required by this item by amendment to this Current Report on Form 8‑K no later than 71 calendar days after the date on which this Current Report on Form 8‑K is required to be filed.
(b)			Pro forma financial information.
			Corpay intends on filing the pro forma financial information required by this item by amendment to this Current Report on Form 8‑K no later than 71 calendar days after the date on which this Current Report on Form 8‑K is required to be filed.
(d)			Exhibits
2.1			Rule 2.7 Announcement, dated July 23, 2025 (incorporated by reference to Exhibit 2.1 of Corpay’s Current Report on Form 8-K filed with the SEC on July 23, 2025)
99.1			Corpay, Inc. press release dated January 22, 2026
10.1			Seventeenth Amendment to the Credit Agreement, dated as of November 5, 2025 among Corpay Technologies Operating Company, LLC, as the Company, Corpay, Inc., as the Parent, Cambridge Mercantile Corp. (U.S.A.) as the additional borrower, Bank of America, N.A., as administrative agent and the foreign swing line lender, and the other lenders party hereto
10.2			Co-operation Agreement, dated July 23, 2025, by and between Corpay and Alpha (incorporated by reference to Exhibit 10.1 of Corpay’s Current Report on Form 8-K filed with the SEC on July 23, 2025)
99.1			Corpay, Inc. press release dated November 5, 2025, regarding third quarter financial results
99.2			Corpay, Inc. press release dated November 5, 2025, regarding Alpha acquisition and Credit Facility Upsizing
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.

November 5, 2025

By: /s/ Peter Walker

January 22, 2026

By: /s/ Daniel Fishbein

Peter Walker

Daniel Fishbein

Chief Financial Officer

General Counsel

Filing Compare · CORPAY, INC.