Debt

12 Months Ended

Dec. 31, 2025

Credit Agreement and Securitization Facility

The Company’s debt instruments at December 31 consist primarily of term notes, revolving lines of credit and a Securitization

Facility as follows (in thousands):


	2025	2024
Term Loan A note payable (a), net of discounts	$2,918,787	$3,083,037
Term Loan B note payable (a), net of discounts	3,934,403	2,327,174
Revolving line of credit facilities (a)	1,325,000	1,262,000
Other obligations (c)	497	869
Total notes payable, credit agreements and other obligations	8,178,687	6,673,080
Securitization Facility (b)	1,823,000	1,323,000
Total debt	$10,001,687	$7,996,080
Current portion	$3,345,530	$2,769,974
Long-term portion	6,656,157	5,226,106
Total debt	$10,001,687	$7,996,080

_____________________

(a)The Company is party to a $10.15 billion Credit Agreement (the "Credit Agreement"), with Bank of America,

N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of financial

institutions (the "Lenders"), which has been amended multiple times. The Credit Agreement provides for senior

secured credit facilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount

of $2.8 billion, a Term Loan A facility in the amount of $3.3 billion and a Term Loan B facility in the amount

of $4.1 billion, consisting of a $3.15 billion Term Loan B-5 and a $0.9 million Term Loan B-6, as of

December 31, 2025. The revolving credit facility consists of (a) a revolving A credit facility in the amount of

$1.3 billion with sublimits for letters of credit and swing line loans and (b) a revolving B facility in the amount

of $1.5 billion with borrowings in U.S. dollars, euros, British pounds, Japanese yen or other currency as agreed

in advance and sublimits for swing line loans. The Credit Agreement also includes an accordion feature for

borrowing an additional $750 million in Term Loan A, Term Loan B, revolving A or revolving B facility debt

and an unlimited amount when the leverage ratio on a pro-forma basis is less than 3.75 to 1.00. Proceeds from

the credit facilities may be used for working capital purposes, acquisitions and other general corporate purposes.

The maturity date for the Term Loan A and revolving credit facilities A and B is June 24, 2027. The Term Loan

B-5 has a maturity date of April 30, 2028, and the Term Loan B-6 has a maturity date of November 5, 2032.

On May 3, 2023, the Company entered into the thirteenth amendment to the Credit Facility. The amendment

replaced LIBOR on the Term Loan B with the Secured Overnight Financing Rate (SOFR), plus a SOFR

adjustment of 0.10%.

On January 31, 2024, the Company entered into the fourteenth amendment to its Credit Agreement. The

amendment a) increased the capacity on the revolving credit facility by $275 million and b) increased the Term

Loan A commitments by $325 million. The Company used the Term Loan A proceeds to pay down existing

borrowings under the revolving credit facility. As a result, the transaction was leverage neutral and resulted in a

$600 million increase in the Company’s availability under the revolving credit facility. The interest rates and

maturity terms remained consistent with the existing credit facilities.

On September 26, 2024, the Company entered into the fifteenth amendment to the Credit Agreement. The

amendment a) increased the Term Loan B commitments by $500 million, and b) removed the SOFR adjustment

margin of 0.10% from the calculation of interest on Term Loan B borrowings. The Company used the Term

Loan B proceeds to pay down existing borrowings under the revolving credit facility. The maturity dates and

the interest rates for the revolving credit facility and Term Loan A commitments were unchanged by this

amendment.

On February 20, 2025, the Company entered into the sixteenth amendment to the Credit Agreement. The

amendment increased the Term Loan B commitments by $750 million. The Company primarily used the Term

Loan B proceeds to pay down existing borrowings under the revolving credit facility. The maturity dates and

the interest rates for the revolving credit facility, Term Loan A commitments and Term Loan B commitments

were unchanged by this amendment.

On November 5, 2025, the Company entered into the seventeenth amendment to the Credit Agreement. The

amendment, among other things, (i) increased the aggregate commitments under the revolving credit facility by

$1 billion to new total Revolver B commitments of $1.5 billion, and (ii) added a new seven-year Term Loan B-6

of $900 million. The Company used the Term Loan B-6 and revolving credit facility proceeds to fund the Alpha

acquisition.

Interest on amounts outstanding under the Credit Agreement accrues as follows: For all loans denominated in

U.S. dollars with the exception of Term Loan B borrowings, based on SOFR plus a SOFR adjustment of 0.10%;

for all loans denominated in British pounds, based on the SONIA plus a SONIA adjustment of 0.0326%; for all

loans denominated in euros, based on the Euro Interbank Offered Rate (EURIBOR); or for all loans

denominated in Japanese yen, at the Tokyo Interbank Offer Rate (TIBOR) plus a margin based on a leverage

ratio (as defined in the agreement); or our option (for U.S. dollar borrowings only), the Base Rate (defined as

the rate equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate announced by Bank of

America, N.A., or (c) SOFR plus 1.00% plus a margin based on a leverage ratio). Interest on Term Loan B-5

and Term Loan B-6 borrowings is based on SOFR plus a margin of 1.75%. In addition, the Company pays a

quarterly commitment fee at a rate per annum ranging from 0.25% to 0.30% of the daily unused portion of the

credit facility based on a leverage ratio.

The interest rates at December 31, 2025 and 2024 are as follows:


	2025	2024
Term loan A	5.19%	5.83%
Term loan B	5.47%	6.11%
Revolving line of credit A & B (USD)	5.24%	5.83%
Revolving line of credit B (GBP)	5.13%	6.11%
Unused credit facility fee	0.25%	0.25%

The term loans are payable in quarterly installments due on the last business day of each March, June,

September and December with the final principal payment due on the respective maturity date. Borrowings on

the revolving line of credit are repayable at the maturity of the facility. Borrowings on the domestic swing line

of credit are due on demand, and borrowings on the foreign swing lines of credit are due no later than twenty

business days after such loan is made.

The Company has unamortized debt discounts and debt issuance costs of $26.5 million and $16.6 million

related to the term loans as of December 31, 2025 and December 31, 2024, respectively, recorded in notes

payable and other obligations, net of current portion within the Consolidated Balance Sheets.

The Company has unamortized debt issuance costs of $5.6 million and $3.4 million related to the revolving

credit facility as of December 31, 2025 and December 31, 2024, respectively, recorded in other assets within the

Consolidated Balance Sheets.

As a result of the amortization of debt discounts and debt issuance costs, the effective interest rate incurred on

the term loans was approximately 5.97% during 2025. Principal payments of $197.1 million were made on the

term loans during 2025.

(b)The Company, through Corpay Technologies Operating Company, LLC and certain of its other subsidiaries, is

party to a $2.3 billion receivables purchase agreement as of December 31, 2025. There is a program fee equal to

SOFR plus 0.91% or the Commercial Paper Rate plus 0.71% as of December 31, 2025, and SOFR plus 0.10%

adjustment plus 0.95% or the Commercial Paper Rate plus 0.85% at December 31, 2024. The program fee was

3.73% plus 0.87% as of December 31, 2025, and 4.42% plus 0.94% as of December 31, 2024. The unused

facility fee is payable at a rate of between 0.25% and 0.40% based on utilization as of December 31, 2025 and

between 0.30% and 0.40% based on utilization as of December 31, 2024. The Company has unamortized debt

issuance costs of $5.7 million and $0.8 million related to the revolving Securitization Facility as of

December 31, 2025 and December 31, 2024, respectively, recorded in other assets within the Consolidated

Balance Sheets.

The Securitization Facility provides for certain termination events, which includes nonpayment, upon the

occurrence of which the administrator may declare the facility termination date to have occurred, may exercise

certain enforcement rights with respect to the receivables and may appoint a successor servicer, among other

things.

(c)Other obligations includes a credit facility assumed as part of a business acquisition in 2022.

Bridge Term Loan Credit Agreement

On July 23, 2025, in connection with the announced acquisition of Alpha, the Company entered into a bridge term loan credit

agreement with BOFA Securities, Inc., Barclays Bank PLC and JPMorgan Chase Bank, N.A., along with other syndicates,

pursuant to which, among other things, those lenders committed to provide debt financing, consisting of a £1.875 billion bridge

facility (the “Bridge Facility”), to fund the cash consideration payable pursuant to the acquisition of Alpha and to fund related

costs and expenses should the Company decide to utilize the Bridge Facility for such purposes. The Company did not utilize the

Bridge Facility for the financing of the acquisition. The Company incurred approximately $10 million in commitment and

arrangement fees related to the Bridge Facility during the year ended December 31, 2025, which were classified within interest

expense, net. The Bridge Facility expired on November 7, 2025.

Debt Covenants and Contractual Maturities

The Company was in compliance with all financial and non-financial covenants at December 31, 2025. The Company has

entered into interest rate swap cash flow contracts with U.S. dollar notional amounts in order to reduce the variability of cash

flows in the previously unhedged interest payments associated with $4.5 billion of unspecified variable rate debt. See Note 16

for further information.

The contractual maturities of the Company’s total notes payable, credit agreements and other obligations at December 31, 2025

were as follows (in thousands):


2026		$1,531,637
2027		2,795,203
2028		3,005,342
2029		9,000
2030		9,000
Thereafter		855,000
Total principal payments		8,205,182
Less: debt discounts and issuance costs included in debt		(26,495)
Total debt		$8,178,687

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CORPAY, INC. 10-K