CORPAY, INC. (CPAY) Risk Factors

ITEM 1A. RISK FACTORS

You should carefully consider the following risks applicable to us. If any of the following risks actually occur, our business,

operating results, financial condition and the trading price of our common stock could be materially adversely affected. The

risks discussed below also include forward-looking statements, and our actual results may differ substantially from those

discussed in these forward-looking statements. See “Note Regarding Forward-Looking Statements” in this report.

Risks related to information technology and security

We are dependent on the efficient and uninterrupted operation of interconnected computer systems, telecommunications,

data centers and call centers, including technology and network systems managed by multiple third parties, which could

result in our inability to prevent disruptions in our services.

Our ability to provide reliable service to customers, cardholders and other network participants depends upon uninterrupted

operation of our data centers and call centers as well as third-party labor and services providers. Incidents affecting these third

parties, including disruptions, system outages, technology failures or vulnerabilities, capacity constraints, insolvency, or other

cybersecurity incidents could disrupt our services and extend recovery times beyond our control. Our business involves

processing large numbers of transactions, the movement of large sums of money and the management of large amounts of data.

We rely on the ability of our employees, contractors, suppliers, systems and processes to complete these transactions in a

secure, uninterrupted and error-free manner.

Our subsidiaries operate in various countries and country-specific factors, such as power availability, telecommunications

carrier redundancy, embargoes and regulations can adversely impact our information processing by, or for, our local

subsidiaries.

We engage backup facilities for each of our processing centers for key systems and data. However, there could be material

delays in fully activating backup facilities depending on the nature of the breakdown, security breach, cyberattack or

catastrophic event (such as fire, explosion, flood, pandemic, natural disaster, power loss, telecommunications failure or physical

break-in). Although, we have controls and documented measures to mitigate these risks, these mitigating controls might not

reduce the duration, scope or severity of an outage in time to avoid adverse effects. Disruptions could result in transaction

delays or failure, financial losses, contractual penalties, regulatory scrutiny and damage to our reputation. In addition, evolving

regulatory frameworks focused on operational resilience and incident reporting may increase our obligations and potential

exposure arising from such events.

We may experience cybersecurity incidents, software defects, system errors, outages and development delays, which could

damage customer relationships, decrease our profitability and expose us to liability.

Our business depends heavily on the reliability, availability and security of proprietary and third-party processing systems and

cloud infrastructure. A system outage could adversely affect our business, financial condition or results of operations, including

by damaging our reputation or exposing us to third-party liability. To successfully operate our business, we must be able to

protect our processing and other systems from interruption, including from events that may be beyond our control. Events that

could cause system interruptions include, but are not limited to, fire, natural disaster, unauthorized entry, power loss,

telecommunications failure, computer viruses, ransomware or other cybersecurity incidents, technology failures, software or

other vulnerabilities, terrorist acts and war. Although we have taken steps to protect against data loss and system failures, there

is still risk that we may lose critical data or experience system failures, and that our controls may not be effective in all

circumstances.

Our solutions are based on sophisticated software and computing systems that are constantly evolving. We often encounter

delays and cost overruns in developing changes implemented to our systems. In addition, the underlying software may contain

undetected errors, viruses or defects. Defects in our software products and errors or delays in our processing of electronic

transactions could result in additional development costs, diversion of technical and other resources from our other

development efforts, loss of credibility with current or potential customers, harm to our reputation or exposure to liability

claims. In addition, we rely on technologies supplied to us by third parties that may also contain undetected errors,

vulnerabilities or defects that could adversely affect our business, financial condition or results of operations. Although we

attempt to limit our potential liability for warranty claims through disclaimers in our software documentation and limitation of

liability provisions in our licenses and other agreements with our customers, we cannot assure that these measures will be

successful in limiting our liability or covering all losses.

We also operate in an evolving regulatory environment for cybersecurity and data privacy. New or expanded disclosure or

notification obligations could increase our compliance costs and exposure to enforcement or litigation following an incident.

We may not be able to adequately protect our systems or the data we collect from continually evolving cybersecurity and

data-protection risks, which could subject us to liability and damage our reputation.

We electronically receive, process, store and transmit data and sensitive information about our customers and merchants,

including bank account information, social security numbers, expense data and credit card, debit card and checking account

numbers. We endeavor to keep this information confidential; however, our websites, networks, information systems, services

and technologies may be targeted for sabotage, disruption or misappropriation. The uninterrupted operation of our information

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systems and our ability to maintain the confidentiality of the customer and consumer information that resides on our systems

are critical to the successful operation of our business. Unauthorized access to our networks and computer systems could result

in the theft or publication of confidential information or the deletion or modification of records or could otherwise cause

interruptions in our service and operations.

We are not aware of any recent material breach of our or our associated third parties’ computer systems, although we and others

in our industry are regularly the subject of attempts by bad actors to gain unauthorized access to these computer systems and

data or to obtain, change or destroy confidential data (including personal consumer information of individuals) through a

variety of means.

Because techniques used to sabotage or obtain unauthorized access to our systems and the data we collect change frequently

and may not be recognized until launched against a target, especially considering heightened threats and risks associated with

artificial intelligence and other technologies, we may be unable to anticipate these techniques or to implement adequate

preventative measures. An incident may not be detected until well after it occurs and the severity and potential impact may not

be fully known for a substantial period of time after it has been discovered. Our ability to address incidents may also depend on

the timing and nature of assistance that may be provided from relevant governmental or law enforcement agencies. Threats to

our systems and our associated third parties’ systems can derive from human error, fraud or malice on the part of employees or

third parties, or may result from accidental technological failure. Computer viruses can be distributed and could infiltrate our

systems or those of our associated third parties. In addition, denial of service or other attacks could be launched against us for a

variety of purposes, including to interfere with our services or create a diversion for other malicious activities. Although we

believe we have sufficient controls in place to prevent disruption and misappropriation and to respond to such attacks, any

inability to prevent security breaches could have a negative impact on our reputation, expose us to liability, decrease market

acceptance of electronic transactions and cause our present and potential clients to choose another service provider.

In addition, the risk of cyber-attacks has increased in connection with the military and geopolitical conflicts around the world,

including between Russia and Ukraine and within the Middle East. In light of those and other geopolitical events, nation-state

actors or their supporters may launch retaliatory cyber-attacks and may attempt to cause supply chain and other third-party

service provider disruptions, or take other geopolitically motivated retaliatory actions that may disrupt our business operations,

result in data compromise, or both. Nation-state actors have in the past carried out, and may in the future carry out, cyber-

attacks to achieve their aims and goals, which may include espionage, information operations, monetary gain, ransomware,

disruption and destruction.

We could also be subject to liability for claims relating to misuse of personal information, such as unauthorized marketing

purposes and violation of data privacy laws. For example, we are subject to a variety of U.S. and international statutes,

regulations and rulings relevant to the direct email marketing and text-messaging industries. If we were ever found to be in

violation, our business, financial condition, operating results and cash flows could be materially adversely affected. We cannot

provide assurance that the contractual requirements related to security and privacy that we impose on our service providers who

have access to customer and consumer data will be followed or will be adequate to prevent the unauthorized use or disclosure

of data. In addition, we have agreed in certain agreements to take certain protective measures to ensure the confidentiality of

customer data. The costs of systems and procedures associated with such protective measures, as well as the cost of deploying

additional personnel, training our employees and hiring outside experts, may increase and could adversely affect our ability to

compete effectively. Any failure to adequately enforce or provide these protective measures could result in liability, protracted

and costly litigation, governmental and card network intervention and fines, remediation costs and with respect to misuse of

personal information of our customers, lost revenue and reputational harm. While we maintain insurance covering certain

security and privacy damages and claim expenses above a certain financial retention level, we may not carry insurance or

maintain coverage sufficient to compensate for all liability and such insurance may not be available for renewal on acceptable

terms or at all, and in any event, insurance coverage would not address the reputational damage that could result from a security

incident.

In addition, under payment network rules, regulatory requirements and related obligations, we may be responsible for the acts

or failures to act of certain third parties, such as third-party service providers, vendors, partners and others, which we refer to

collectively as associated participants. The failure of our associated participants to safeguard cardholder data and other

information in accordance with such rules, requirements and obligations could result in significant fines and sanctions and

could harm our reputation and deter existing and prospective customers from using our services. We cannot assure you that

there are written agreements in place with every associated participant or that such written agreements will ensure the adequate

safeguarding of such data or information or allow us to seek reimbursement from associated participants. Any such

unauthorized use or disclosure of data or information also could result in litigation that could result in a material adverse effect

on our business, financial condition and results of operations.

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Risks related to our business and operations

If we fail to develop and implement new technology, products and services, adapt our products and services to changes in

technology, or if our ongoing efforts to upgrade our technology, products and services are not successful, we could lose

customers and partners.

The markets for our solutions are highly competitive and characterized by rapid technological change, frequent introduction of

new products and services, evolving industry standards and evolving customer needs. We must respond to the technological

advances offered by our competitors, including the use of artificial intelligence and the requirements of regulators and our

customers and partners, in order to maintain and improve upon our competitive position and fulfill contractual obligations. We

may be unsuccessful in expanding our technological capabilities and developing, marketing, selling or encouraging adoption of

new or enhanced products and services that meet these changing demands, which could jeopardize our competitive position.

Similarly, if new technologies are developed that displace our offerings for use by businesses, we may be unsuccessful in

adequately responding to customer practices and our transaction volume may decline. In addition, we regularly engage in

significant efforts to upgrade our products, services and underlying technology, which may or may not be successful in

achieving market acceptance or their intended purposes, and may require more time or investment than planned.

Artificial intelligence technologies, including machine learning and generative AI, are being rapidly adopted across the

payments and enterprise software industries to improve automation, analytics, fraud detection, customer support and decision-

making. Our competitors, customers and partners may increasingly expect AI-enabled functionality and efficiencies in the

solutions they purchase and use. If we do not identify, develop, license, acquire and integrate AI technologies into our products

and operations on a timely basis, or if we are unable to obtain the data, computing resources or specialized personnel needed to

do so cost-effectively, our products and services may become less competitive, we may experience slower growth, reduced

transaction volumes, loss of customers or partners, and pressure on margins. In addition, AI-enabled products offered by

competitors or third parties could disintermediate aspects of our offerings or reduce demand for certain of our solutions.

The solutions we deliver are designed to process complex transactions and provide reports and other information on those

transactions, all at high volumes and processing speeds. New or enhanced offerings can present performance, scalability or

interoperability challenges, and any failure to deliver effective and secure products or services, or any performance issue that

arises with a new product or service, could result in significant processing or reporting errors, customer dissatisfaction or other

losses. We may rely on third parties to develop or co-develop solutions or to incorporate our solutions into broader platforms

for commercial payments and adjacent use cases. We may not be able to enter into such relationships on attractive terms, or at

all, and these relationships may not be successful. In addition, partners, some of whom may be our competitors or potential

competitors, may choose to develop competing solutions on their own or with third parties.

In order to remain competitive, we are continually involved in a number of projects, including the development of new

platforms, mobile payment applications, e-commerce services and other new offerings emerging in the payments technology

industry, including with respect to domestic and international corporate payments, and EVs. These projects carry the risks

associated with any development effort, including cost overruns, delays in delivery and performance problems. Additionally,

we may be unable to attract, develop and retain personnel with the skills necessary to execute our strategy in key locations and

at the pace required. Any delay in the delivery of new services or the failure to differentiate our services could render our

services less desirable to customers, or possibly even obsolete.

We operate in a competitive business environment, and if we are unable to compete effectively, our business, operating

results, and financial condition would be adversely affected.

The market for our solutions is highly competitive, and competition could intensify in the future. Our competitors vary in size

and in the scope and breadth of the products and services they offer. Our primary competitors in the Vehicle Payments solutions

are small regional and large independent fleet card providers (some providing vouchers for food, fuel, tolls and transportation),

major oil companies and petroleum marketers that issue their own fleet cards, banks and major financial services companies

that provide card services to major oil companies and petroleum marketers. Corporate Payments solutions face a variety of

competitors, some of which have greater financial resources, name recognition and scope and breadth of products and services.

Moreover, certain Corporate Payments competitors are able to operationalize and scale certain decentralized payment

technologies quicker like cryptocurrencies. Competitors in the Lodging Payments solutions include travel agencies, online

lodging discounters, internal corporate procurement and travel resources and independent lodging and services providers.

The most significant competitive factors in our business are the breadth of product and service features, network acceptance

size, customer service, payment terms, account management, and price. We may experience competitive disadvantages with

respect to any of these factors from time to time as potential customers prioritize or value these competitive factors differently.

As a result, a specific offering of our features, networks and pricing may serve as a competitive advantage with respect to one

customer and a disadvantage for another based on the customers’ preferences.

Some of our existing and potential competitors have longer operating histories, greater brand name recognition, larger customer

bases, more extensive customer relationships or greater financial and technical resources than we do. In addition, our larger

competitors may have greater resources than we do to devote to the promotion and sale of their products and services and to

pursue acquisitions. Many of our competitors provide additional and unrelated products and services to customers, such as

treasury management, commercial lending and credit card processing, which allow them to bundle their products and services

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together and present them to existing customers with whom they have established relationships, sometimes at a discount. If

price competition continues to intensify, we may have to increase the incentives that we offer to our customers, decrease the

prices of our solutions or lose customers, each of which could adversely affect our operating results. In Vehicle Payments

solutions, major oil companies, petroleum marketers and large financial institutions may choose to integrate fuel card services

as a complement to their existing or complementary card products and services to adapt more quickly to new or emerging

technologies, such as EVs, and changing opportunities, standards or customer requirements. To the extent that our competitors

are regarded as leaders in specific categories, they may have an advantage over us as we attempt to further penetrate these

categories.

Overall, increased competition and services in our markets could result in intensified pricing pressure, reduced profit margins,

increased sales and marketing expenses and a failure to increase, or a loss of, market share. We may not be able to maintain or

improve our competitive position against our current or future competitors, which could adversely affect our business, operating

results and financial condition.

Adverse effects on demand for our business-related products and services, from unfavorable macroeconomic conditions,

weather conditions, natural catastrophes or public health crises or from changes to business purchasing practices, could

adversely affect our financial condition and operating results.

Adverse macroeconomic conditions within the U.S. or internationally, including but not limited to recessions or economic

downturns, inflation, rising or volatile interest rates, deteriorating credit conditions, labor shortages and disputes, high

unemployment, currency fluctuations, actual or anticipated large-scale defaults or failures, terrorist attacks, prolonged or

recurring government shutdowns, regional or domestic hostilities, and economic sanctions and export controls (including

tariffs), as well as the prospect or occurrence of more widespread conflicts, rising energy prices, a slowdown of global trade,

and reduced consumer, small business, government and corporate spending, have a direct impact on the demand for our

business-related products, including fuel, lodging and payment services.

Similarly, prolonged adverse weather events, travel bans as a result of medical quarantine, geopolitical conflicts or in response

to natural catastrophes, especially those that impact regions in which we process a large number and amount of payment

transactions, could adversely affect our transaction volumes. While our lodging solutions generally benefit from weather-related

events, disasters or catastrophic events in the future, including the impact of such events on certain industries or the overall

economy, could have a negative effect on our business, results of operations and infrastructure, including our technology and

systems. Climate change may exacerbate certain of these threats, including the frequency and severity of weather-related events

and subsequent physical disruptions to supply chains.

Likewise, recent political, investor and industry focus on greenhouse gas emissions and climate change issues, as well as

energy-transition dynamics and policies affecting fossil fuel demand, may adversely affect the volume of transactions or

business operations of the oil companies, merchants and truck stop owners with whom we maintain strategic relationships,

which could adversely impact our business.

In addition, our transaction volume mix could be adversely affected if businesses do not continue to use our offerings or they

change and/or fail to increase their use of our offerings as a payment mechanism for their transactions.

If we fail to adequately assess and monitor credit risks or fraud of or by, our customers or third parties, we could experience

an increase in credit loss.

We are subject to the credit risk of our customers which range in size from small sole proprietorships to large publicly traded

companies. We use various methods to screen potential customers and establish appropriate credit limits, but these methods

cannot eliminate all potential credit risks and may not always prevent us from approving customer applications that are not

credit-worthy or are fraudulently completed. Changes in our industry, customer demand and, in relation to our fuel customers,

movement in fuel prices may result in periodic increases to customer credit limits and spending and, as a result, could lead to

increased credit losses. We may also fail to detect changes to the credit risk of customers over time. Further, during a declining

economic environment, we may experience increased customer defaults and preference claims by bankrupt customers.

Additionally, the counterparties to 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, may fail to honor their obligations, which could

expose us to risks we had sought to mitigate. This risk includes the exposure generated when we write derivative contracts to

our customers as part of our cross-border solution, and we typically hedge the net exposure through offsetting contracts with

established financial institution counterparties. If a customer or financial institution counterparty becomes insolvent, files for

bankruptcy, commits fraud or otherwise fails to pay us, we may be exposed to the value of one or more relevant offsetting

positions or may bear financial risk for those receivables where we have offered trade credit. If we fail to adequately manage

our credit risks or monitor for fraud, our bad debt expense could be significantly higher than historic levels and adversely affect

our business, operating results and financial condition.

As a result of being subject to the Federal Reserve Board's and Federal Deposit Insurance Corporation's (FDIC's) rules on

qualified financial contracts (QFCs) and similar rules in other jurisdictions, we may not be able to exercise remedies against

counterparties and, as this regime has not yet been tested, we may suffer risks or losses that we would not have expected to

suffer if we could immediately close out transactions upon a termination event. The International Swaps and Derivatives

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Association (ISDA) Protocols and these rules and regulations extend to repurchase agreements and other instruments that are

not derivative contracts.

If one or more of our counterparty financial institutions default on their financial or performance obligations to us or fail,

we may incur significant losses.

We have significant amounts of cash, cash equivalents, receivables outstanding and other investments on deposit or in accounts

with banks or other financial institutions in the U.S. and international jurisdictions. Among other services, certain banks and

other financial institutions are lenders under our credit facilities, hold customer deposits for customers funds payable on

demand and hold cash collateral received from customers for derivative transactions as part of our cross-border solution. We

regularly monitor our concentration of, and exposure to, counterparty risk and actively manage this exposure to mitigate the

associated risk. Despite these efforts, we may be exposed to the risk of default on obligations by, or deteriorating operating

results or financial condition or failure of, these counterparty financial institutions. If one of our counterparty financial

institutions were to become insolvent, placed into receivership, or file for bankruptcy, our ability to recover losses incurred as a

result of default or to access or recover our assets that are deposited, held in accounts with, or otherwise due from, such

counterparty may be limited due to the insufficiency of the failed institutions’ estate to satisfy all claims in full or the applicable

laws or regulations governing the insolvency, bankruptcy, or resolution proceedings. We could also face liquidity constraints if

we are unable to timely transfer or access funds, securities or collateral. In the event of default on obligations by, or the failure

of, one or more of these counterparties, we could incur significant losses, which could negatively impact our results of

operations and financial condition.

Our business may be adversely affected by geopolitical risks

We have foreign operations in, or provide services for customers in more than 200 countries throughout North America, South

America, Europe, Africa and Asia. We also expect to seek to expand our operations into various additional countries in Asia,

Europe and Latin America as part of our growth strategy.

Some of the countries where we operate, and other countries where we will seek to operate, have undergone significant

political, economic and social change and events (such as the military conflicts in Ukraine and the Middle East) in recent years,

including the U.S. In addition, changes in laws or regulations, including with respect to payment service providers, taxation,

tariffs, information technology, data transmission and revenues from non-U.S. operations, or in the interpretation of such

existing laws or regulations, whether caused by a change in government or otherwise, could materially adversely affect our

business, operating results and financial condition.

We are actively monitoring the changes and events and assessing the impact on our business. The extent, severity, duration and

outcome of market disruptions could be significant and could potentially have substantial impact on the global economy and

our business for an unknown period of time. Responses by countries, such as sanctions, export controls and tariffs, will

adversely affect the global economy and financial markets and could adversely affect our business, financial condition and

results of operations or otherwise aggravate the other risk factors that we identify herein. We cannot predict the scope of

macroeconomic factors because these measures are complex and evolving, and may require rapid changes to our products,

services or customer onboarding and screening processes. Our efforts to comply with changes may be costly and time

consuming and will divert the attention of management. Any alleged or actual failure to comply with these measures may

subject us to government scrutiny, civil or criminal proceedings, sanctions and other liabilities, which may have a material and

adverse effect on our business, financial condition and results of operations. We continue to refine our business continuity plan,

which includes crisis response materials designed to mitigate the impact of significant disruptions to our business, but there can

be no assurance that our plan will successfully mitigate all disruptions.

In addition, conducting and expanding our international operations subjects us to other political, economic, technological,

operational and regulatory risks and difficulties that we do not generally face in the U.S. including exchange controls, capital

repatriation restrictions, shifting import and export regimes, evolving local payments regulations and heightened enforcement

uncertainty. We cannot be certain that the investment and additional resources required to establish, acquire or integrate

operations in other countries will produce desired levels of revenue or profitability.

We may incur substantial losses due to fraudulent use of our payment solutions.

Under certain circumstances, when we fund customer transactions, we may bear the risk of substantial losses due to fraudulent

use of our payment solutions. We do not maintain insurance to protect us against all of such losses. We bear similar risk relating

to fraudulent acts of employees or contractors, for which we maintain insurance. However, the conditions or limits of coverage

may be insufficient to protect us against such losses.

Criminals are using increasingly sophisticated methods to engage in illegal activities involving financial products, such as

skimming and counterfeiting payment cards, account takeovers and identity theft. A single significant incident of fraud, or

increases in the overall level of fraud, involving our cards and other products and services, could result in reputational damage

to us, which could reduce the use and acceptance of our cards and other payment solutions and services or lead to greater

regulation that would increase our compliance costs. Fraudulent activity could also result in the imposition of regulatory

sanctions, including significant monetary fines, which could have a material adverse effect on our business, financial condition

and results of operations.

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Any decrease in our receipt of fees and charges, or limitations on our fees and charges, could adversely affect our business,

results of operations and financial condition.

Our card solutions include a variety of fees and charges associated with transactions, cards, reports, optional services and late

payments. Revenues for late fees and finance charges represented approximately 3% of our consolidated revenue for the year

ended December 31, 2025. If the users of our cards decrease their transaction activity, or the extent to which they use optional

services or pay invoices late, our revenue could be materially adversely affected. In addition, several market factors can affect

the amount of our fees and charges, including the market for similar charges for competitive card products and the availability

of alternative payment methods. Furthermore, regulators and Congress have passed, and continue to consider, new legislation

and regulations that change the electronic payments industry’s pricing, charges and other practices related to its customers. Any

restrictions on our ability to price our products and services, including caps on late fees and finance charges, network fee

changes or requirements to modify billing, disclosure or dispute practices, could materially and adversely affect our revenue.

We are subject to risks related to volatility in the macroeconomic environment, which could adversely affect our revenue and

operating results.

As a result of our foreign operations, we are subject to risks related to changes in currency rates for revenue generated in

currencies other than the U.S. dollar. For the year ended December 31, 2025, approximately 51% of our revenue was

denominated in currencies other than the U.S. dollar (primarily, Brazilian real, British pound, euro, Canadian dollar, Australian

dollar, Mexican peso, Czech koruna and New Zealand dollar). Revenue and profit generated by international operations may

increase or decrease compared to prior periods as a result of changes in foreign currency exchange rates. Resulting exchange

gains and losses are included in our net income.

In addition, we earn revenue in our cross-border solution from exchanges of currency at spot rates, which enable customers to

make cross-currency payments. The cross-border solution also writes foreign currency derivative contracts for our customers.

The duration of these derivative contracts at inception is generally less than one year. The credit risk associated with our

derivative contracts increases when foreign currency exchange rates move against our customers, possibly impacting their

ability to honor their obligations to deliver currency to us or to maintain appropriate collateral with us.

Additionally, from time to time, we have and expect to continue to enter into cross-currency swap agreements with financial

institutions to hedge against the effect of variability in the U.S. dollar to foreign exchange rates. The swap agreements require

an exchange of the notional amounts between us and the counterparties upon expiration or earlier termination of the

agreements. If, at the expiration or earlier termination of the swap agreements, the U.S. dollar to applicable foreign exchange

rate has declined from the rate in effect on the execution date, we are required to pay the counterparties an amount equal to the

excess of the U.S. dollar value over the respective foreign currency principal amount. In the event of a significant decline in the

applicable exchange rate, our payment obligations to the counterparties could have a material adverse effect on our cash flows.

Furthermore, we are subject to exchange control regulations that restrict or prohibit the conversion of more than a specified

amount of our foreign currencies into U.S. dollars and, as we continue to expand, we may become subject to further exchange

control regulations that limit our ability to freely utilize and transfer currency in and out of particular jurisdictions.

We estimate during the year ended December 31, 2025, approximately 8% of our consolidated revenue was directly influenced

by the absolute price of fuel. Approximately 4% of our consolidated revenue during the year ended December 31, 2025 was

derived from transactions where our revenue is tied to fuel price spreads. When our fleet customers purchase fuel, certain

arrangements in our Vehicle Payments solutions generate revenue as a percentage of the fuel transaction purchase amount and

other arrangements generate revenue based on fuel price spreads. The fuel price that we charge to any Vehicle Payments

customer is dependent on several factors including, among others, the fuel price paid to the fuel merchant, posted retail fuel

prices and competitive fuel prices. The significant volatility in fuel prices can impact these revenues by lowering total fuel

transaction purchase amounts and tightening fuel price spreads. We experience fuel price spread contraction when the

merchant’s wholesale cost of fuel increases at a faster rate than the fuel price we charge to our Vehicle Payments customers, or

the fuel price we charge to our Vehicle Payments customers decreases at a faster rate than the merchant’s wholesale cost of

fuel.

The volatility could be due to many factors outside our control, such as geopolitical risk, pandemics, new oil production or

slowdowns, shifting of customer preferences (e.g., shift to EV), actions by the Organization of the Petroleum Exporting

Countries (OPEC) and others, speculative trading, changing government regulation, and weather and general economic

conditions. Such volatility could make it more difficult to effectively utilize the cash generated by our operations, and may

adversely affect our financial condition.

The value of certain of our solutions depend, in part, on relationships with bank partners, oil companies, fuel and lodging

merchants, truck stop operators, airlines, sales channels and other channels and partnerships to grow our business. The

failure to maintain and grow existing relationships, or establish new relationships, could adversely affect our revenues and

operating results.

The success of our solutions is in part dependent on our ability to maintain relationships with bank partners, major oil

companies, petroleum marketers, closed-loop fuel and lodging merchants, truck stop operators, airlines, sales channels and

other channels and partnerships (each of whom we refer to as our “partners”).

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These relationships vary in length and may be renegotiated at the end of their respective terms. Due to the highly competitive,

and at times exclusive, nature of these relationships, we often must participate in a competitive bidding process to establish or

continue the relationships. Such bidding processes may focus on a limited number of factors, including pricing, which may

affect our ability to effectively compete for these relationships.

The loss of, failure to maintain, or failure to establish new relationships, or the weakness or decrease in size of companies with

whom we maintain relationships, could adversely affect our ability to serve our customers, as well as adversely affect our

solutions and operating results.

If the various partners with whom we maintain relationships experience bankruptcy, financial distress, or otherwise are forced

to contract their operations, our solutions could be adversely impacted. Similarly, because some of our solutions are

independently marketed, certain other adverse events outside our control, like those companies’ failure to maintain their brands

or a decrease in the size of their branded networks may adversely affect our ability to grow our revenue.

Furthermore, we facilitate payment and foreign exchange solutions for enterprises of all sizes using a global network of bank

relationships. Increased regulation and compliance requirements are impacting these businesses and our bank relationships by

making it more costly for us to provide our solutions or by making it more cumbersome for businesses to do business with us.

Any factors that increase the cost for us, our bank relationships, or customers or that restrict, delay, or make delivering our

solutions more difficult or impractical, such as trade policy or higher tariffs, could negatively impact our revenues and harm our

business. We may also have difficulty establishing or maintaining banking relationships needed to conduct our services due to

evolving banks’ policies, risk profiles and compliance requirements, which may vary by financial institution.

We must comply with various rules and requirements, including the payment of fees, of Mastercard and our sponsor banks

in order to remain registered to participate in the Mastercard networks.

A significant source of our revenue comes from processing transactions through the Mastercard networks. In order to offer

Mastercard programs to our customers, one of our subsidiaries is registered as a member service provider with Mastercard

through sponsorship by Mastercard member banks in both the U.S. and Canada. Registration as a service provider is dependent

upon our being sponsored by member banks. If our sponsor banks should stop providing sponsorship for us or determine to

provide sponsorship on materially less favorable terms, we would need to find other financial institutions to provide those

services or we would need to become a Mastercard member, either of which could prove to be difficult and expensive. Even if

we pursue sponsorship by alternative member banks, similar requirements and dependencies would likely still exist. In addition,

Mastercard routinely updates and modifies its membership requirements. Changes in such requirements may make it

significantly more expensive for us to provide these services, or may require product or process changes within compressed

timelines. If we do not comply with Mastercard requirements, it could seek to fine us, suspend us or terminate our registration,

which allows us to process transactions on its networks. The termination of our registration, or any changes in the payment

network rules that would impair our registration, could require us to stop providing Mastercard payment processing services. If

we are unable to find a replacement financial institution to provide sponsorship or become a member, we may no longer be able

to provide such services to the affected customers.

Changes in Mastercard interchange fees could decrease our revenue.

A portion of our revenue is generated by network processing fees charged to merchants, known as interchange fees, associated

with transactions processed using our Mastercard-branded cards. Interchange fee amounts associated with our Mastercard

network cards are affected by a number of factors, including regulatory limits in the U.S. and Europe and fee changes imposed

by Mastercard. In addition, interchange fees are the subject of intense legal, political and regulatory scrutiny and competitive

pressures in the electronic payments industry, which could result in lower interchange fees generally in the future.

Increasing scrutiny and changing expectations from investors, customers and our employees with respect to our

environmental, social and governance (ESG) practices may impose additional costs on us or expose us to new or additional

risks.

There is increasing and, in some jurisdictions, diverging focus by governmental organizations, investors, employees, customers

and partners, on ESG topics, including environmental stewardship, climate, diversity and inclusion, workplace conduct and

related disclosure. Shifts in expectations, together with evolving climate and sustainability reporting regimes and anti-ESG

trends, may require changes to our governance practices and increased compliance and disclosure costs, and will subject us to

heightened scrutiny. Negative public perception, adverse publicity or negative social media commentary could damage our

reputation if we do not, or are not perceived to, adequately address these issues or if we are viewed as over-emphasizing or

under-emphasizing particular ESG positions. Any harm to our reputation could affect employee engagement and retention and

the willingness of customers and partners to do business with us.

In addition, organizations that inform investors on corporate governance and sustainability matters, including ratings providers,

proxy advisors and index compilers, continue to update their methodologies. Unfavorable ratings, downgrades, or exclusion

from indices, as well as perceived misalignment with stakeholder expectations, may lead to negative investor sentiment,

reduced demand for our securities and the diversion of investment to other companies or industries.

Maintaining and enhancing our brands is critical to our business relationships and operating results.

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We believe that maintaining and enhancing our brands is critical to our customer relationships and our ability to obtain partners

and retain employees. The successful promotion of our brands will depend upon our marketing and public relations efforts, our

ability to continue to offer high-quality products and services and our ability to successfully differentiate our solutions from

those of our competitors. In addition, future extension of our brands to add new products or services different from our current

offerings may dilute our brands, particularly if we fail to maintain our quality standards in these new areas. The promotion of

our brands will require us to make substantial expenditures, and we anticipate that the expenditures will increase as our markets

become more competitive and we expand into new markets. Even if these activities increase our revenues, this revenue may not

offset the expenses we incur. There can be no assurance that our brand promotion activities will be successful.

Our expansion through acquisitions may divert our management’s attention and result in unexpected operating or

integration difficulties or increased costs and dilution to our stockholders, and we may never realize the anticipated benefits.

We have been an active acquirer in the U.S. and internationally, and, as part of our growth strategy, we expect to seek to

acquire businesses, commercial account portfolios, technologies, services and products in the future. We have substantially

expanded our overall portfolio of solutions, customer base, headcount and operations through acquisitions. The acquisition and

integration of each business involves a number of risks and may result in unforeseen operating difficulties, delays and

expenditures in assimilating or integrating the businesses, technologies, products, personnel or operations of the acquired

business, all of which may divert resources and management attention otherwise available to grow our existing portfolio. We

may also have new or heightened regulatory requirements that we are required to comply with as a result of our acquisitions

which may lead to increased expense or a further diversion of management attention.

Acquisitions may expose us to geographic or business markets in which we have little or no prior experience, present

difficulties in retaining the customers of the acquired business and present difficulties and expenses associated with new

regulatory requirements, competition controls or investigations. International acquisitions often involve additional or increased

risks including difficulty managing geographically separated organizations, systems and facilities, difficulty integrating

personnel with diverse business backgrounds, languages and organizational cultures, difficulty and expense introducing our

corporate policies or controls and increased expense to comply with foreign regulatory requirements applicable to acquisitions.

Integration of acquisitions could also result in the distraction of our management, the disruption of our ongoing operations or

inconsistencies on our services, standards, controls, procedures and policies, any of which could affect our ability to achieve the

anticipated benefits of an acquisition or otherwise adversely affect our operations and financial results.

To complete future acquisitions, we may determine that it is necessary to use a substantial amount of our cash or engage in

equity or debt financing. If we raise additional funds through further issuances of equity or convertible debt securities, our

existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and

privileges senior to those of holders of our common stock. In addition, we may not be able to obtain additional financing on

terms favorable to us, if at all, which could limit our ability to engage in acquisitions. Moreover, we can make no assurances

that the anticipated benefits of any acquisition, such as operating improvements or anticipated cost savings, would be realized.

Further, an acquisition may negatively affect our operating results because it may require us to incur charges and substantial

debt or other liabilities, may cause adverse tax consequences, substantial depreciation and amortization or deferred

compensation charges, may require the amortization, write-down or impairment of amounts related to deferred compensation,

goodwill and other intangible assets, and may include existing or future arrangements that obligate us to make substantial cash

payments, such as contingent consideration, earn-outs, option exercise payments, guarantees or minimum return, make-whole

commitments, or other payments that reduce our earnings during the quarter in which incurred and may result in insufficient

financial return to offset acquisition costs.

For example, (a) our limited partnership agreement with TPG requires us, under specified circumstances, to deliver minimum

return payments to third-party investors up to 1.6 times invested capital in connection with a subsequent sale or other exit event,

and (b) Mastercard has a limited right to sell, or put, its interest back to the Company for a period of six months, after which,

the Company has a limited six-month reciprocal right to repurchase, or call, Mastercard’s interest. Any payment under these

provisions could be material, would reduce cash otherwise available upon a sale, and may require us to use cash or obtain

additional financing, which may adversely affect our liquidity, leverage, covenant compliance and strategic flexibility.

In addition, from time to time, we may divest businesses, for, among other things, alignment with our strategic objectives. We

may not be able to complete desired or proposed divestitures on terms favorable to us. Gains or losses on the sales of, or lost

operating income from, those businesses may affect our profitability and margins. Moreover, we may incur asset impairment

losses related to divestitures that reduce our profitability. Our divestiture activities may present financial, managerial and

operational risks. Those risks include diversion of management attention from existing businesses, difficulties separating

personnel and financial and other systems, possible need for providing transition services to buyers, adverse effects on existing

business relationships with suppliers and customers and indemnities and potential disputes with the buyers. Any of these factors

could adversely affect our business, financial condition and results of operations.

Derivative transactions and delayed settlements may expose us to unexpected risk and potential losses.

In connection with our cross-border solution, we are party to a large number of derivative transactions. Many of these

derivative instruments are individually negotiated and non-standardized, which can make exiting, transferring or settling

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positions difficult. Derivative transactions may also involve the risk that documentation has not been properly executed, that

executed agreements may not be enforceable against the counterparty, or that obligations under such agreements may not be

able to be "netted" against other obligations with such counterparty. In addition, counterparties may claim that such transactions

were not appropriate or authorized.

Derivative contracts and other transactions entered into with third parties often don’t require performance until a future date,

which can be months away and are not always settled on a timely basis. While the transaction remains open there is always the

chance of non-performance, especially if market movements make the contract less attractive, subjecting us to heightened credit

and operational risk. In addition, as new complex derivative products are created, disputes about the terms of the underlying

contracts could arise, which could impair our ability to effectively manage our risk exposures from these products and subject

us to increased costs. The provisions of the Dodd-Frank Act requiring central clearing of over-the-counter (OTC) derivatives, or

a market shift toward standardized derivatives, could reduce the risk associated with such transactions, but under certain

circumstances could also limit our ability to develop derivatives that best suit the needs of our clients and to hedge our own

risks and could adversely affect our profitability and increase our credit exposure to such platform. We rely on licensed third

party software to calculate our daily net derivative positions for the purpose of hedging our financial market exposures. Any

failure of these systems to accurately calculate our net positions due to design weakness, capacity degradation or input errors

could result in unintended financial losses.

Our payment solutions' results are subject to seasonality, which could result in fluctuations in our quarterly financial

results.

Our Vehicle Payments solutions are typically subject to seasonal fluctuations in revenues and profit, which are impacted during

the first and fourth quarter each year by the weather, holidays in the U.S. and lower business levels in Brazil due to summer

break and the Carnival celebration. Our gift solutions are typically subject to seasonal fluctuations in revenues as a result of

consumer spending patterns. Historically, gift revenues have been strongest in the third and fourth quarters and weakest in the

first and second quarters, as the retail industry has its highest level of activity during and leading up to the Christmas holiday

season.

If stablecoins and other blockchain-based payments achieve broad adoption, our cross-corder solutions could be impacted

and we may be required to make significant investments in new technologies and compliance frameworks, any of which

could materially adversely affect our business, financial condition and results of operations.

Stablecoins and blockchain-based payments are continuing to evolve and garnering attention from financial institutions,

payment providers and end users. If we are unable to provide blockchain-based payments solutions to satisfy customer demand,

there is a risk of decreased demand for our cross-corder solution. Because our cross-corder solution relies on carefully curated

bank relationships, our exposure to these dynamics may be greater than that of certain competitors that are less dependent on

traditional banking models.

The success of stablecoin and blockchain-based payments could increase price competition and diminish volume on our

existing solutions. To remain competitive, we are integrating certain stablecoin and blockchain capabilities, but there is no

assurance that our efforts will be sufficient. These efforts could require significant time and expense, specialized talent and

technology, and may divert management attention. Our potential pursuit of stablecoin-enabled solutions could also increase our

dependence on third parties that may experience outages, security incidents, insolvency, regulatory restrictions or changes in

terms that impair our services or increase our costs. We cannot assure you that any such initiatives will be timely, successful or

accepted by customers, or that they will offset any deterioration in our current offerings.

In addition, the regulatory landscape for stablecoins and blockchain-based payments remains unsettled. Changes in, or

inconsistent application of, laws and regulations relating to stablecoins could impose new licensing obligations, operational

controls, reporting and disclosure obligations or other burdens. If we or our partners are unable to obtain or maintain necessary

approvals or licenses, or if regulatory authorities impose restrictions on stablecoin issuance, redemption, use or distribution, we

may be required to modify, suspend or discontinue related services, potentially at short notice. Compliance with multiple,

evolving regimes could increase cost and complexity.

Risks related to our intellectual property

If we are unable to protect our intellectual property rights and confidential information, our competitive position could be

harmed and we could be required to incur significant expenses in order to enforce our rights.

To protect our proprietary technology, we rely on copyright, trade secret, patent and other intellectual property laws and

confidentiality agreements with employees and third parties, all of which offer only limited protection. Despite our precautions,

it may be possible for third parties to obtain and use without our consent confidential information or infringe on our intellectual

property rights, and our ability to police that misappropriation or infringement is uncertain, particularly in countries outside of

the U.S. In addition, our confidentiality agreements with employees, vendors, customers and other third parties may not

effectively prevent disclosure or use of proprietary technology or confidential information and may not provide an adequate

remedy in the event of such unauthorized use or disclosure.

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Protecting against the unauthorized use of our intellectual property and confidential information is expensive, difficult and not

always possible. Litigation may be necessary in the future to enforce or defend our intellectual property rights, to protect our

confidential information, including trade secrets, or to determine the validity and scope of the proprietary rights of others. This

litigation could be costly and divert management resources, either of which could harm our business, operating results and

financial condition. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or

misappropriating our intellectual property and proprietary information.

We cannot be certain that the steps we have taken will prevent the unauthorized use or the reverse engineering of our

proprietary technology. Moreover, others may independently develop technologies that are competitive to ours or infringe our

intellectual property. The enforcement of our intellectual property rights also depends on our legal actions against these

infringers being successful, and we cannot be sure these actions will be successful, even when our rights have been infringed.

Furthermore, effective patent, trademark, service mark, copyright and trade secret protection may not be available in every

country in which we may offer our products and services.

Claims by others that we or our customers infringe their intellectual property rights could harm our business.

Third parties have in the past, and could in the future, claim that our technologies and processes underlying our products and

services infringe their intellectual property. In addition, to the extent that we gain greater visibility, market exposure and add

new products and services, we may face a higher risk of being the target of intellectual property infringement claims asserted by

third parties. We may, in the future, receive notices alleging that we have misappropriated or infringed a third party’s

intellectual property rights. There may be third-party intellectual property rights, including patents and pending patent

applications that cover significant aspects of our technologies, processes or business methods. Any claims of infringement or

misappropriation by a third party, even those without merit, could cause us to incur substantial defense costs and could distract

our management from our business, and there can be no assurance that we will be able to prevail against such claims. Some of

our competitors may have the capability to dedicate substantially greater resources to enforcing their intellectual property rights

and to defending claims that may be brought against them than we do. Furthermore, a party making such a claim, if successful,

could secure a judgment that requires us to pay substantial damages, potentially including treble damages if we are found to

have willfully infringed a patent. A judgment could also include an injunction or other court order that could prevent us from

offering our products and services. In addition, we might be required to seek a license for the use of a third party’s intellectual

property, which may not be available on commercially reasonable terms or at all. Alternatively, we might be required to

develop non-infringing technology, which could require significant time, effort and expense and might ultimately not be

successful.

Third parties may also assert infringement claims against our customers relating to their use of our technologies or processes.

Any of these claims might require us to defend protracted and costly litigation or arbitration on their behalf, regardless of the

merits of these claims, because under certain conditions we may agree to indemnify our customers from third-party claims of

intellectual property infringement. If any of these claims succeed, we might be forced to pay damages on behalf of our

customers, or to modify or cease offerings, which could adversely affect our business, operating results and financial condition.

Finally, we use open source software in connection with our technology and services. Companies that incorporate open source

software into their products, from time to time, face claims challenging the ownership of open source software. As a result, we

could be subject to suits by parties claiming ownership of what we believe to be open source software. Open source software is

also provided without warranty and may therefore include bugs, security vulnerabilities or other defects for which we have no

recourse or recovery. Some open source software licenses require users of such software to publicly disclose all or part of the

source code to their software and/or make available any derivative works of the open source code on unfavorable terms or at no

cost. While we monitor the use of open source software in our technology and services and try to ensure that none is used in a

manner that would require us to disclose the source code to the related technology or service, such use could inadvertently

occur and any requirement to disclose our proprietary source code could be harmful to our business, financial condition and

results of operations.

Our success is dependent, in part, upon our executive officers and other key personnel, and the loss of key personnel could

materially adversely affect our business.

Our success depends, in part, on our executive officers and other key personnel. Our senior management team has significant

industry experience and would be difficult to replace. The market for qualified individuals is competitive, especially in certain

fields, including information technology, and we may not be able to attract and retain qualified personnel or candidates to

replace or succeed members of our senior management team or other key personnel. The loss of key personnel could materially

adversely affect our business.

Risks related to regulatory matters and litigation

Changes in laws, regulations and enforcement activities may adversely affect our products and services and the markets in

which we operate.

The electronic payments industry is subject to increasing regulation in the U.S. and internationally. The laws and regulations

applicable to us, including those enacted prior to the advent of digital payments, continue to evolve through legislative and

regulatory action and judicial interpretation. Domestic and foreign government regulations impose compliance obligations on

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us and restrictions on our operating activities, which can be difficult to administer because of their scope, mandates and varied

requirements. We are subject to government regulations covering a number of different areas, including, among others: interest

rate and fee restrictions; credit access and disclosure requirements; licensing and registration requirements, including money

transmitter licenses; collection and pricing regulations; compliance obligations; security, privacy and data breach requirements;

identity theft protection programs; countering terrorist financing; anti-money laundering laws and regulations; and consumer

protection laws and regulations. While a large portion of these regulations focuses on individual consumer protection,

legislatures and regulators continue to consider whether to include business customers, especially smaller business customers,

within the scope of these regulations. As a result, new or expanded regulation focusing on business customers or changes in

interpretation or enforcement of regulations, as well as increased penalties and enforcement actions related to non-compliance,

may have an adverse effect on our business and operating results, due to increased compliance costs and new restrictions

affecting the terms under which we offer our products and services.

Changes in this regulatory environment, including changing interpretations and the implementation of new or varying

regulatory requirements by the government, may significantly affect or change the manner in which we currently conduct some

aspects of our business.

As a service provider to certain of our bank sponsors, we may be subject to direct supervision and examination by certain

government agencies. Rules, examinations and enforcement actions may require us to adjust our activities and may increase our

compliance costs. In addition, our bank partners are subject to regulation by federal and state banking authorities and, as a

result, could pass through some of those compliance obligations to us or alter the extent or the terms of their dealings with us in

ways that may have adverse consequences for our business.

Many of these laws and regulations are evolving, unclear and inconsistent across various jurisdictions, and ensuring compliance

with them is difficult and costly. With increasing frequency, federal and state regulators are holding businesses like ours to

higher standards of training, monitoring and compliance, including monitoring for possible violations of laws by our customers

and people who do business with our customers while using our products. If we fail or are unable to comply with existing or

changed government regulations in a timely and appropriate manner, we may be subject to injunctions, other sanctions or the

payment of fines and penalties, and our reputation may be harmed, which could have a material adverse effect on our business,

financial condition and results of operations. Further, as we interact directly with consumers, in conjunction with our existing

customers and partners or directly on our own behalf, our compliance obligations may expand.

For more information about laws, regulations and enforcement activities that may adversely affect our products and services

and the markets in which we operate, see “Business- Regulatory.”

Derivatives regulations have added costs to our business and any additional requirements, such as future registration

requirements and increased regulation of derivative contracts, may result in additional costs or impact the way we conduct

our hedging activities, as well as impact how we conduct our business within our international payments provider

operations.

OTC derivatives are a core product offered by the cross-border solution. Non-centrally cleared OTC derivatives can have

certain advantages over exchange-traded and centrally cleared derivatives. Some derivative types are only available to be traded

as non-centrally cleared OTC. In other cases, exchange-traded equivalents are less liquid or less cost-effective in gaining or

hedging certain market exposures. Further, OTC derivatives offer investors more flexibility in structure because, unlike the

standardized cleared products, they can be tailored or customized to fit specific needs or investment goals. In order to best meet

a client’s risk management objectives, our cross-border solution would like to preserve the ability to continue trading these

types of OTC derivatives when possible. The most broadly used OTC derivative within the cross-border solution are foreign

currency forwards, the most common financial tool used in the marketplace to hedge currency risk.

Rules adopted under the Dodd-Frank Act by the CFTC in the U.S., provisions of the European Market Infrastructure Regulation

and its technical standards in the U.K. and EU, as well as derivative reporting in Canada and Australia, subject certain of the

foreign exchange derivative contracts we offer to our customers as part of our cross-border solutions to reporting, record

keeping and other requirements. Additionally, certain foreign exchange derivatives transactions we may enter into in the future

may be subject to centralized clearing requirements or may be subject to margin requirements in the U.S., U.K., and EU or

other jurisdictions.

Our compliance with these requirements has resulted, and may continue to result, in additional costs to our business and may

impact our cross-border solution. Furthermore, our failure to comply with these requirements could result in fines and other

sanctions, as well as necessitate a temporary or permanent cessation to some or all of our derivative related activities. Any such

fines, sanctions or limitations on our business could adversely affect our operations and financial results. Additionally, the

regulatory regimes for derivatives in the U.S., U.K. and EU, such as under the Dodd-Frank Act and the Markets in Financial

Instruments Directive (MiFID II) continue to evolve and changes to such regimes, our status under such regimes, our associated

costs for entering into derivatives transactions or the implementation of new rules under such regimes, such as future

registration requirements and increased regulation of derivative contracts, may result in additional costs to our business. Other

jurisdictions outside the U.S., U.K. and the EU are considering, have implemented, or are implementing regulations similar to

those described above and these may result in greater costs to us as well.

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With respect to its bank counterparties, the cross-border solution may be subject to additional regulatory requirements from

time to time associated with trading non-centrally cleared OTC derivatives pursuant to the Uncleared Margin Rules (UMR). We

will need to monitor and manage carefully the initial and variation margin requirements under the UMR, as and when they

apply to portions of the cross-border solution.

In cases where the currency market experiences significant disruption, our clients may take longer to remit funds for out-of-the-

money positions and/or post collateral than what is required of our cross-border solution related to its own banking

counterparties, resulting in extended periods of elevated liquidity risk.

Laws, governmental regulations and contractual obligations designed to protect or limit access to personal information

could adversely affect our ability to effectively provide our services.

Governmental bodies in the U.S. and abroad have adopted, or are considering the adoption of, laws and regulations granting

consumer rights to, restricting the transfer of and requiring safeguarding of, personal information. For example, in the U.S., all

financial institutions must undertake certain steps to help protect the privacy and security of consumer financial information. In

connection with providing services to our clients, we are required by regulations and arrangements with payment networks, our

sponsor banks and certain clients to provide assurances regarding the confidentiality and security of non-public consumer

information. These arrangements require periodic audits by independent companies regarding our compliance with industry

standards such as PCI standards and also allow for similar audits regarding best practices established by regulatory guidelines.

The compliance standards relate to our infrastructure, components and operational procedures designed to safeguard the

confidentiality and security of non-public consumer personal information received from our customers. Our ability to maintain

compliance with these standards and satisfy these audits will affect our ability to attract and maintain business in the future. If

we fail to comply with these regulations, we could be exposed to suits for breach of contract or to governmental proceedings. In

addition, our client relationships and reputation could be harmed, and we could be inhibited in our ability to obtain new clients.

If more restrictive privacy laws or rules are adopted by authorities in the future on the federal or state level or internationally,

our compliance costs may increase, our opportunities for growth may be curtailed by our compliance capabilities or reputational

harm and our potential liability for security breaches or privacy non-compliance may increase, all of which could have a

material adverse effect on our business, financial condition and results of operations.

Legislation and regulation of greenhouse gases (“GHG”) and related divestment and other efforts could adversely affect our

business.

We are aware of the increasing focus of local, state, regional, national and international regulatory bodies on GHG emissions

and climate change issues. Legislation to regulate GHG emissions has periodically been introduced in the U.S. Congress, and

there has been a wide-ranging policy debate, both in the U.S. and internationally, regarding the impact of these gases and

possible means for their regulation. Several states and geographic regions in the U.S. have adopted legislation and regulations

to reduce emissions of GHGs. Additional legislation or regulation by these states and regions, the EPA and/or any international

agreements to which the U.S. may become a party, that control or limit GHG emissions or otherwise seek to address climate

change could adversely affect our partners’ and merchants’ operations and therefore ours. Because our business depends on the

level of activity in the oil industry, existing or future laws or regulations related to GHGs and climate change, including

incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws or

regulations reduce demand for fuel. Further, we may not be able to successfully execute our EV strategy, which could further

adversely affect our business.

We contract with government entities and are subject to risks related to our governmental contracts.

In the course of our business we contract with domestic and foreign government entities, including state and local government

customers, as well as federal government agencies. As a result, we are subject to various laws and regulations that apply to

companies doing business with federal, state and local governments. The laws relating to government contracts differ from

other commercial contracting laws and our government contracts may contain unique pricing, audit, disclosure, data protection

and compliance obligations that are not common among commercial contracts. In addition, we may be subject to investigation

from time to time concerning our compliance with the laws and regulations relating to our government contracts. Our failure to

comply with these laws and regulations may result in suspension of these contracts or administrative or other penalties.

Government budgets, policy shifts, prolonged or recurring government shutdowns and funding delays can affect the timing of

awards, renewals and payments, and may reduce or pause spending under existing contracts or impede new awards. Any of the

foregoing could adversely affect our business, operating results and financial condition.

Litigation and regulatory actions could subject us to significant fines, penalties or requirements resulting in significantly

increased expenses, damage to our reputation and/or material adverse effects on our business.

We are, or may from time to time be, subject to claims in the ordinary course of our operations, including individual and class

action lawsuits, arbitration proceedings, government and regulatory investigations, inquiries, actions or requests and other

proceedings alleging violations of laws, rules and regulations with respect to competition, antitrust, intellectual property,

privacy, data protection, information security, anti-money laundering, counter-terrorist financing, sanctions, anti-bribery, anti-

corruption, consumer protection (including unfair, deceptive, or abusive acts or practices), fraud, accessibility, securities, tax,

labor and employment, commercial disputes, product liability, use of our services for illegal purposes and other matters. The

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number and significance of these disputes and inquiries is expected to continue to increase as our products, services and

business expand in complexity, scale, scope and geographic reach, including through acquisitions of businesses and technology.

Responding to proceedings may be difficult and expensive, and we may not prevail. In some proceedings, the claimant seeks

damages as well as other relief, which, if granted, would require expenditures on our part or changes in how we conduct

business. There can be no certainty that we will not ultimately incur charges in excess of presently established or future

financial accruals or insurance coverage, or that we will prevail with respect to such proceedings. Regardless of whether we

prevail or not, such proceedings could have a material adverse effect on our business, reputation, financial condition and results

of operations. Further, these types of matters could divert our management’s attention and other resources away from our

business. In addition, from time to time, we have had, and expect to continue to receive, inquiries from regulatory bodies and

administrative agencies relating to the operation of our business. Any potential claims or any such inquiries or potential claims

have resulted in, and may continue to result in, various audits, reviews and investigations, which can be time consuming and

expensive. These types of inquiries, audits, reviews and investigations could result in the institution of administrative or civil

proceedings, sanctions and the payment of fines and penalties, various forms of injunctive relief and redress, changes in

personnel and increased review and scrutiny by customers, regulatory authorities, the media and others, which could be

significant and could have a material adverse effect on our business, reputation, financial condition and results of operations.

As described in the Legal Proceedings section below, we are required to comply with an Order issued by the U.S. District Court

for the Northern District of Georgia on June 8, 2023 (the “FTC Order”). The FTC Order requires us, among other things, to

comply with certain advertising, contracting, record maintenance and reporting requirements for the U.S. fuel card business.

Material failures to comply with the obligations under the FTC Order may subject us to enforcement proceedings, which could

result in significant fines, penalties or liabilities that may impact our financial performance.

Failure to comply with the FCPA, AML regulations, economic and trade sanctions regulations and similar laws and

regulations applicable to our international activities, could subject us to penalties and other adverse consequences.

As we continue to expand our business internationally, we may continue to expand into certain foreign countries, particularly

those with developing economies, where companies often engage in business practices that are prohibited by U.S., U.K. and

other foreign regulations, including the FCPA, the U.K. Bribery Act, Canada’s PCMLTFA and Australia’s AML/CTF Act.

These laws and regulations generally prohibit our employees, consultants and agents from bribing, being bribed or making

other prohibited payments to government officials or other persons to obtain or retain business or gain some other business

advantage. We have implemented policies to discourage such practices; however, there can be no assurances that all of our

employees, consultants and agents, including those that may be based in or from countries where practices that violate these

laws may be customary, will not take actions in violation of our policies for which we may be ultimately responsible.

In addition, we are subject to AML laws and regulations, including the BSA. Among other things, the BSA requires money

services businesses (such as money transmitters and providers of prepaid access) to develop and implement risk-based AML

programs, verify the identity of our customers, report large cash transactions and suspicious activity and maintain transaction

records.

We are also subject to certain economic and trade sanctions programs that are administered by OFAC, which prohibit or restrict

transactions to or from or dealings with specified countries, their governments, and in certain circumstances, their nationals, and

with individuals and entities that are specially designated nationals of those countries, narcotics traffickers and terrorists or

terrorist organizations. Other group entities may be subject to additional foreign or local sanctions requirements in other

relevant jurisdictions.

Similar AML and counter-terrorist financing and proceeds of crime laws apply to movements of currency and payments

through electronic transactions and to dealings with persons specified in lists maintained by the country equivalent to OFAC

lists in several other countries and require specific data retention obligations to be observed by intermediaries in the payment

process. Our businesses in those jurisdictions are subject to those data retention obligations.

Violations of these laws and regulations may result in severe criminal or civil sanctions and, in the U.S., suspension or

debarment from U.S. government contracting. Likewise, any investigation of any potential violations of these laws and

regulations by U.S. or foreign authorities could also have an adverse impact on our reputation and operating results. In addition,

we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be

subject or the manner in which existing laws and regulations might be administered or interpreted.

Risks related to our debt

Our debt obligations, or our incurrence of additional debt obligations, could limit our flexibility in managing our business

and could materially and adversely affect our financial performance.

At December 31, 2025, we had approximately $10.0 billion of debt outstanding under our Credit Facility and Securitization

Facility (each as defined herein). In addition, we are permitted under our credit agreement to incur additional indebtedness,

subject to specified limitations. Our indebtedness currently outstanding, or as may be outstanding if we incur additional

indebtedness, could have important consequences, including the following:

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•we may have difficulty satisfying our obligations under our debt facilities and, if we fail to satisfy these obligations, an

event of default could result;

•we may be required to dedicate a substantial portion of our cash flow from operations to required payments on our

indebtedness or posting collateral to our bank counterparties, thereby reducing the availability of cash flow for

acquisitions, working capital, capital expenditures and other general corporate activities. See “Management’s

Discussion and Analysis of Financial Condition and Results of Operations-Material Cash Requirements and Uses of

Cash;”

•covenants relating to our debt may limit our ability to enter into certain contracts, pay dividends or to obtain additional

financing for acquisitions, working capital, capital expenditures and other general corporate activities, including to

react to changes in our business or the industry in which we operate;

•events outside our control, including volatility in the credit markets or a significant rise in fuel prices, may make it

difficult to renew our Securitization Facility on terms acceptable to us and limit our ability to timely fund our working

capital needs;

•the amount of receivables that qualify under our Securitization Facility could decrease, which could materially and

adversely impact our liquidity;

•we may be more vulnerable than our less leveraged competitors to the impact of economic downturns, significant

global events and adverse developments in the industry in which we operate; and

•we are exposed to the risk of increased interest rates because our borrowings are generally subject to floating rates of

interest.

We and our subsidiaries may incur substantial additional indebtedness in the future, including through our Securitization

Facility. Although our credit agreements contain restrictions on the incurrence of additional indebtedness, these restrictions are

subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of additional

indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our

existing debt levels, the related risks that we will face would increase.

In addition, any financial turmoil affecting the banking system or financial markets could cause significant financial service

institution failures, new or incremental tightening in the credit markets, low liquidity and extreme volatility or distress in the

fixed income, credit, currency and equity markets, which could have a material adverse impact on our business. We require

liquidity and access to capital to fund our global operations, including providing collateral to bank counterparties, funding

working capital and other cash needs, and financing acquisitions. Certain subsidiaries are authorized and supervised as payment

and/or e‑money institutions and are subject to customer fund safeguarding requirements. These regimes permit safeguarding

through segregation of customer funds in designated safeguarding accounts and, in certain cases, through insurance policies or

comparable guarantees, and may permit a combination of methods.  We maintain a safeguarding and liquidity management

framework intended to minimize the risk of loss or diminution of relevant funds through fraud, misuse, negligence or poor

administration.

Our balance sheet includes significant amounts of goodwill and intangible assets. We have recently recorded impairment

losses on these assets and any further impairment of a significant portion of these assets would negatively affect our

financial results.

Our balance sheet includes goodwill and intangible assets that represent approximately 41% of our total assets at December 31,

2025. These assets consist primarily of goodwill and identified intangible assets associated with our acquisitions, which may

increase in the future in connection with new acquisitions. Under current accounting standards, we are required to amortize

certain intangible assets over the useful life of the asset, while goodwill and indefinite-lived intangible assets are not amortized.

On at least an annual basis, we assess whether there have been impairments in the carrying value of goodwill and indefinite-

lived intangible assets. If the carrying value of the asset is determined to be impaired, it is written down to fair value by a

charge to operating earnings.