What changed in this filing

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Item 1. Financial Statements

2025-08-01 compared with 2025-05-02 · 230 added, 85 removed, 555 unchanged (36% of the section changed)

3 unchanged sentences

(unaudited, in thousands, except per share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

49 unchanged sentences

(unaudited, in thousands except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Transportation $ 3,746,660 $ 4,121,930 $ 7,468,575 $ 8,204,518

38 unchanged sentences

Balance March 31, 2025 118,958 11,896 715,021 5,847,221 ( 99,967 ) ( 4,739,446 ) 1,734,725

Net income 152,471 152,471

Foreign currency adjustments 28,085 28,085

Dividends declared, $ 0.62 per share

( 75,702 ) ( 75,702 )

Stock issued for employee benefit plans 229 23 ( 11,827 ) 17,262 5,458

Stock-based compensation expense — — 20,882 — 20,882

Repurchase of common stock ( 870 ) ( 87 ) ( 81,445 ) ( 81,532 )

Balance June 30, 2025 118,317 $ 11,832 $ 724,076 $ 5,923,990 $ ( 71,882 ) $ ( 4,803,629 ) $ 1,784,387

Outstanding Amount Additional

12 unchanged sentences

Balance March 31, 2024 117,000 11,700 746,998 5,639,629 ( 100,436 ) ( 4,867,897 ) 1,429,994

Net income 126,251 126,251

Foreign currency adjustments ( 1,313 ) ( 1,313 )

Dividends declared, $ 0.61 per share

( 74,006 ) ( 74,006 )

Stock issued for employee benefit plans 262 26 ( 10,435 ) 20,352 9,943

Stock-based compensation expense — — 19,572 — 19,572

Balance June 30, 2024 $ 117,262 $ 11,726 $ 756,135 $ 5,691,874 $ ( 101,749 ) $ ( 4,847,545 ) $ 1,510,441

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

OPERATING ACTIVITIES

20 unchanged sentences

Other assets and liabilities 604 2,096

Net cash provided by (used for) operating activities 106,531 ( 33,323 )

Net cash provided by operating activities 333,659 133,099

INVESTING ACTIVITIES

2 unchanged sentences

Proceeds from divestiture 27,737 —

Net cash provided by (used for) investing activities 11,655 ( 22,474 )

Net cash used for investing activities ( 8,504 ) ( 41,811 )

FINANCING ACTIVITIES

5 unchanged sentences

Payments on short-term borrowings ( 1,264,800 ) ( 1,625,000 )

Net cash (used for) provided by financing activities ( 146,211 ) 34,695

Net cash used for financing activities ( 332,685 ) ( 120,065 )

Effect of exchange rates on cash and cash equivalents 6,985 ( 3,581 )

45 unchanged sentences

— — ( 28,697 ) ( 28,697 )

Balance, March 31, 2025

Balance, June 30, 2025

$ 1,185,707 $ 208,181 $ 47,310 $ 1,441,198

9 unchanged sentences

As part of our 2024 annual impairment test, we determined that the fair value of our reporting units exceeded their respective carrying values and our goodwill balance was not impaired.

Excluding the sale of our Europe Surface Transportation business on February 1, 2025 and the corresponding goodwill disposal, no changes in circumstances or events were identified in the first quarter of 2025 that would indicate an interim impairment analysis was required for any of our remaining reporting units as of March 31, 2025.

There were no changes in circumstances or events identified in the second quarter of 2025 that would indicate an interim impairment analysis was required for any of our remaining reporting units as of June 30, 2025.

Identifiable intangible assets consisted of the following (in thousands):

March 31, 2025

June 30, 2025

December 31, 2024

3 unchanged sentences

$ 72,085 $ ( 57,363 ) $ 14,722 $ 78,280 $ ( 55,984 ) $ 22,296

Divestitures (2)

( 7,336 ) 4,629 ( 2,707 ) — — —

Total finite-lived intangibles 71,560 ( 54,425 ) 17,135 78,280 ( 55,984 ) 22,296

Indefinite-lived intangibles

4 unchanged sentences

Refer to Note 14, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

(2) On February 1, 2025, the Company completed the sale of our Europe Surface Transportation business.

In connection with the sale, we disposed of customer relationship intangible assets included in the Europe Surface Transportation disposal group.

Refer to Note 14, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

Amortization expense for other intangible assets is as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Amortization expense $ 2,574 $ 3,303 $ 5,111 $ 6,616

Finite-lived intangible assets, by reportable segment, as of March 31, 2025, will be amortized over their remaining lives as follows (in thousands):

Finite-lived intangible assets, by reportable segment, as of June 30, 2025, will be amortized over their remaining lives as follows (in thousands):

NAST Global Forwarding Total

15 unchanged sentences

The fair value of the assets and liabilities held for sale were classified as Level 2 in the fair value hierarchy based on the negotiated sale price, which is an observable market-based input.

There are no remaining assets and liabilities held for sale as of March 31, 2025.

There are no remaining assets and liabilities held for sale as of June 30, 2025.

Refer to Note 14, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

2 unchanged sentences

These contracts are accounted for as non-designated hedges pursuant to ASC Topic 815, “Derivatives and Hedging.” Foreign currency forward contracts are classified under Level 2 of the fair value hierarchy and are measured using market-based rates.

The impact of foreign currency forward contracts was not material as of and for the three months ended March 31, 2025.

We had no other Level 2 or Level 3 assets or liabilities as of March 31, 2025, and December 31, 2024.

The impact of foreign currency forward contracts was not material as of and for the three and six months ended June 30, 2025.

We had no other Level 2 or Level 3 assets or liabilities as of June 30, 2025, and December 31, 2024.

There were no transfers between levels during the period.

2 unchanged sentences

Average interest rate as of Carrying value as of

March 31, 2025 December 31, 2024 Maturity March 31, 2025 December 31, 2024

2025 December 31,

2024 Maturity June 30,

2025 December 31,

Revolving credit facility 5.55 % 5.58 % November 2027 $ — $ 9,000

14 unchanged sentences

Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month SOFR plus a specified margin).

As of March 31, 2025, the variable rate equaled SOFR and a credit spread adjustment of 0.10 percent plus 1.13 percent.

As of June 30, 2025, the variable rate equaled SOFR and a credit spread adjustment of 0.10 percent plus 1.13 percent.

In addition, there is a commitment fee on the average daily undrawn stated amount under the facility ranging from 0.07 percent to 0.15 percent.

7 unchanged sentences

Interest on the Notes is payable semi-annually in arrears.

The fair value of the Notes approximated $ 299.9 million on March 31, 2025.

The fair value of the Notes approximated $ 307.2 million on June 30, 2025.

We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering our own risk.

14 unchanged sentences

The Receivables Securitization Facility is based on the securitization of a portion of our U.S.

trade accounts receivable with a total availability of $ 500 million as of March 31, 2025.

trade accounts receivable with a total availability of $ 500 million as of June 30, 2025.

The interest rate on borrowings under the Receivables Securitization Facility is based on SOFR plus a credit spread adjustment of 0.10 percent plus 0.80 percent.

8 unchanged sentences

Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum.

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $ 590.8 million as of March 31, 2025, based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was $ 597.1 million as of March 31, 2025.

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $ 597.1 million as of June 30, 2025, based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was $ 597.3 million as of June 30, 2025.

We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes.

7 unchanged sentences

In addition to the above financing agreements, we have a $ 20 million discretionary line of credit with U.S.

Bank of which $ 18.9 million is utilized for standby letters of credit related to insurance collateral as of March 31, 2025.

These standby letters of credit are renewed annually and were undrawn as of March 31, 2025.

Bank of which $ 18.9 million is utilized for standby letters of credit related to insurance collateral as of June 30, 2025.

These standby letters of credit are renewed annually and were undrawn as of June 30, 2025.

A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate is as follows below.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Federal statutory rate 21.0 % 21.0 % 21.0 % 21.0 %

7 unchanged sentences

Effective income tax rate 21.4 % 19.4 % 17.9 % 17.9 %

In 2021, the Organization for Economic Cooperation and Development (“OECD”) announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15 percent.

In 2021, the Organization for Economic Cooperation and Development announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15 percent.

Subsequently, multiple sets of administrative guidance have been issued.

2 unchanged sentences

We are continuing to evaluate the impact of enacted legislation and pending legislation to enact Pillar Two Model Rules in the tax jurisdictions we operate in.

As of March 31, 2025, we have $ 23.9 million of unrecognized tax benefits and related interest and penalties.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA” or the “Act”) was signed into law.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100 percent bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

The Act also included modifications to the international tax framework.

ASC 740, “Income Taxes,” requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.

We will evaluate all deferred tax balances under the newly enacted tax law and identify any changes required to our financial statements as a result of the OBBBA.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others effective through 2027.

We are still evaluating the impact of the OBBBA on our consolidated financial statements.

As of June 30, 2025, we have $ 41.4 million of unrecognized tax benefits and related interest and penalties.

It is possible the amount of unrecognized tax benefits could change in the next 12 months as a result of a lapse of the statute of limitations, new information, or settlements with taxing authorities.

6 unchanged sentences

A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Stock options $ — $ 1,082 $ — $ 2,164

2 unchanged sentences

Total stock-based compensation expense $ 20,882 $ 19,572 $ 44,028 $ 42,245

On May 5, 2022, our shareholders approved a 2022 Equity Incentive Plan (the “Plan”) and authorized an initial 4,261,884 shares for issuance of awards thereunder.

On May 5, 2022, our shareholders approved a 2022 Equity Incentive Plan (the “Plan”), authorizing the issuance of up to 4,261,884 shares pursuant to awards granted under the Plan.

On May 8, 2025, the Plan was amended and restated, and our shareholders approved an increase in the number of shares authorized for issuance by 4,000,000 .

The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units (“PSUs”) and shares, and time-based restricted stock units, to our key employees and non-employee directors.

Shares subject to awards under the Plan or certain of our prior plans that expire or are canceled without delivery of shares or that are settled in cash generally may become available again for issuance under the Plan.

There were 652,818 shares available for stock awards under the Plan as of March 31, 2025.

Shares subject to awards under

the Plan or certain of our prior plans that expire or are canceled without delivery of shares or that are settled in cash generally may become available again for issuance under the Plan.

There were 4,616,654 shares available for stock awards under the Plan as of June 30, 2025.

Stock Options – We have awarded stock options to certain key employees that vest primarily based on their continued employment.

These awards are fully vested and there is no remaining unrecognized compensation expense related to stock options as of March 31, 2025.

These awards are fully vested and there is no remaining unrecognized compensation expense related to stock options as of June 30, 2025.

The outstanding options have expiration dates between 2025 and 2030.

22 unchanged sentences

These awards have been expensed on the date of grant.

As of March 31, 2025, there was unrecognized compensation expense of $ 220.3 million related to previously granted stock awards assuming maximum achievement is obtained on our PSUs.

As of June 30, 2025, there was unrecognized compensation expense of $ 202.3 million related to previously granted stock awards assuming maximum achievement is obtained on our PSUs.

The amount of future expense to be recognized will be based on the passage of time and contingent upon obtaining certain targets mentioned above over their respective performance period.

3 unchanged sentences

The following is a summary of the employee stock purchase plan activity (dollars in thousands):

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Shares purchased

6 unchanged sentences

Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses.

However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.

However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our condensed consolidated financial position, results of operations, or cash flows.

SEGMENT REPORTING

1 unchanged sentence

The internal reporting of segments is aligned with the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer.

The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies.

We do not report our intersegment revenues by segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.

17 unchanged sentences

The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies located in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

Reportable segment information is as follows (dollars in thousands):

Three Months Ended March 31, 2025

Reportable segment information is as follows for the three months ended June 30, 2025 and 2024 (dollars in thousands):

Three Months Ended June 30, 2025

NAST Global Forwarding Total

14 unchanged sentences

Income before provision for income taxes

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

NAST Global Forwarding Total

17 unchanged sentences

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Reportable segment information is as follows for the six months ended June 30, 2025 and 2024 (dollars in thousands):

Six Months Ended June 30, 2025

NAST Global Forwarding Total

Revenues from external customers $ 5,786,647 $ 1,572,688 $ 7,359,335

Other revenues (1)

Total consolidated revenues

Less significant segment expenses:

Purchased transportation and related services (2)

4,936,075 1,200,479

Personnel expenses (2)

320,984 175,788

Other selling, general, and administrative expenses (2)

221,926 102,148

Segment operating income 307,662 94,273 401,935

Other operating income (loss) (1)

Total consolidated operating income

Interest and other income/expenses, net

Income before provision for income taxes

Six Months Ended June 30, 2024

NAST Global Forwarding Total

Revenues from external customers $ 5,990,222 $ 1,779,860 $ 7,770,082

Other revenues (1)

Total consolidated revenues

Less significant segment expenses:

Purchased transportation and related services (2)

5,173,455 1,415,748

Personnel expenses (2)

345,988 186,658

Other selling, general, and administrative expenses (2)

220,782 104,920

Segment operating income 249,997 72,534 322,531

Other operating income (loss) (1)

Total consolidated operating income

Interest and other income/expenses, net

Income before provision for income taxes

_______________________________________

(1) Other revenues and other operating income (loss) are attributable to our Robinson Fresh and Managed Solutions segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses.

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Reportable segment information is as follows for the three and six months ended 2025 and 2024 (dollars in thousands):

NAST Global Forwarding All Other and Corporate Consolidated

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Depreciation and amortization $ 4,815 $ 2,188 $ 17,863 $ 24,866

3 unchanged sentences

NAST Global Forwarding All Other and Corporate Consolidated

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Depreciation and amortization $ 5,525 $ 2,793 $ 16,736 $ 25,054

2 unchanged sentences

Average employee headcount 5,868 4,652 3,954 14,474

NAST Global Forwarding All Other and Corporate Consolidated

Six Months Ended June 30, 2025

Depreciation and amortization $ 9,624 $ 4,327 $ 36,557 $ 50,508

Total assets (1)

2,971,926 1,332,889 1,017,096 5,321,911

Average employee headcount 5,283 4,469 3,414 13,166

NAST Global Forwarding All Other and Corporate Consolidated

Six Months Ended June 30, 2024

Depreciation and amortization $ 10,875 $ 5,637 $ 32,420 $ 48,932

Total assets (1)

3,053,769 1,306,075 1,152,502 5,512,346

Average employee headcount 5,929 4,770 4,032 14,731

_________________________________________

(1) All cash and cash equivalents are included in All Other and Corporate.

1 unchanged sentence

A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments (in thousands):

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

NAST Global Forwarding All Other and Corporate Total

4 unchanged sentences

Total revenues $ 2,918,227 $ 797,800 $ 420,516 $ 4,136,543

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

NAST Global Forwarding All Other and Corporate Total

4 unchanged sentences

Total revenues $ 2,989,909 $ 921,223 $ 572,216 $ 4,483,348

Six Months Ended June 30, 2025

NAST Global Forwarding All Other and Corporate Total

Major Service Lines

Transportation and logistics services (1)

$ 5,786,647 $ 1,572,688 $ 109,240 $ 7,468,575

— — 714,708 714,708

Total revenues $ 5,786,647 $ 1,572,688 $ 823,948 $ 8,183,283

Six Months Ended June 30, 2024

NAST Global Forwarding All Other and Corporate Total

Major Service Lines

Transportation and logistics services (1)

$ 5,990,222 $ 1,779,860 $ 434,436 $ 8,204,518

— — 691,141 691,141

Total revenues $ 5,990,222 $ 1,779,860 $ 1,125,577 $ 8,895,659

____________________________________________

(1) Transportation and logistics services performance obligations are completed over time.

(2) Sourcing performance obligations are completed at a point in time.

We typically do not receive consideration and amounts are not due from our customers prior to the completion of our performance obligation and as such contract liabilities, as of March 31, 2025, and revenue recognized in the three months ended March 31, 2025, and 2024 resulting from contract liabilities, were not significant.

We typically do not receive consideration and amounts are not due from our customers prior to the completion of our performance obligation and as such contract liabilities, as of June 30, 2025, and revenue recognized in the three and six months ended June 30, 2025, and 2024 resulting from contract liabilities, were not significant.

Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon changes in transportation pricing and costs and shipments in-transit at period end.

16 unchanged sentences

We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component.

We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of March 31, 2025.

We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of June 30, 2025.

Information regarding lease expense, remaining lease term, discount rate, and other select lease information are presented below (dollars in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Lease Costs 2025 2024 (1)

Operating lease expense (1)

2025 2024 (1)

Operating lease expense $ 23,487 $ 23,167 $ 45,113 $ 48,804

Short-term lease expense 672 1,521 2,199 2,683

Right-of-use asset impairments (2)

— 3,626 6,259 3,626

Total lease expense (3)

$ 24,159 $ 28,314 $ 53,571 $ 55,113

(1) Operating lease expense for the three months ended March 31, 2025, includes a $ 6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.

The impairment charge was determined by comparing the discounted cash flows of the head lease and sublease rental payments.

The impairment charge is included in All Other and Corporate and within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.

Three Months Ended March 31,

___________________________

(1) The three and six months ended June 30, 2024 have been adjusted to conform to current year presentation.

(2) During the six months ended June 30, 2025, we recognized a $ 6.3 million impairment charge related to our Kansas City regional center lease which is included in All Other and Corporate.

The impairment resulted from the execution of a sublease agreement on a portion of the facility.

The impairment was determined by comparing the discounted cash flows of the head lease and sublease rental payments.

All other impairment charges were associated with restructuring initiatives.

Refer to Note 13, Restructuring , for further discussion related to our restructuring programs.

(3) Total lease expense is included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.

Six Months Ended June 30,

Other Lease Information 2025 2024

1 unchanged sentence

Right-of-use lease assets obtained in exchange for new lease liabilities 19,975 46,526

Lease Term and Discount Rate As of March 31, 2025 As of December 31, 2024

Lease Term and Discount Rate As of June 30, 2025 As of December 31, 2024

Weighted average remaining lease term (in years) 5.2 5.5

Weighted average discount rate 4.5 % 4.3 %

The maturities of lease liabilities as of March 31, 2025, were as follows (in thousands):

The maturities of lease liabilities as of June 30, 2025, were as follows (in thousands):

Maturity of Lease Liabilities Operating Leases

7 unchanged sentences

We have also considered recent trends and developments related to the current macroeconomic environment in determining our ending allowance for credit losses for both accounts receivable and contract assets.

The allowance for credit losses on contract assets was not significant as of March 31, 2025.

The allowance for credit losses on contract assets was not significant as of June 30, 2025.

A rollforward of our allowance for credit losses on our accounts receivable balance is presented below (in thousands):

2 unchanged sentences

Write-offs ( 4,326 )

Balance, March 31, 2025

Balance, June 30, 2025

_________________________________________

(1) Includes an immaterial allowance for credit losses for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets as of December 31, 2024.

(1) Includes an immaterial allowance for credit losses for the Europe Surface Transportation disposal group, which was presented within assets held for sale on the condensed consolidated balance sheets as of December 31, 2024.

Refer to Note 14, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

Recoveries of amounts previously written off were not significant for the three months ended March 31, 2025.

Recoveries of amounts previously written off were not significant for the three and six months ended June 30, 2025.

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss is included in Stockholders' Investment on our condensed consolidated balance sheets.

The recorded balance on March 31, 2025, and December 31, 2024, was $ 100.0 million and $ 110.4 million, respectively.

The recorded balance on March 31, 2025, and December 31, 2024, is comprised solely of foreign currency adjustments, including foreign currency translation.

Other comprehensive income was $ 10.4 million for the three months ended March 31, 2025, primarily driven by fluctuations in the Euro and Singapore Dollar.

Other comprehensive loss was $ 19.5 million for the three months ended March 31, 2024, primarily driven by fluctuations in the Singapore Dollar, Euro, and Australian Dollar.

The recorded balance on June 30, 2025, and December 31, 2024, was $ 71.9 million and $ 110.4 million, respectively.

The recorded balance on June 30, 2025, and December 31, 2024, is comprised solely of foreign currency adjustments, including foreign currency translation.

Other comprehensive income was $ 28.1 million for the three months ended June 30, 2025, primarily driven by fluctuations in the Singapore Dollar, Euro, and Australian Dollar.

Other comprehensive loss was $ 1.3 million for the three months ended June 30, 2024, primarily driven by fluctuations in the Euro, Mexican Peso, and Brazilian Real mostly offset by the Australian Dollar and Singapore Dollar.

Other comprehensive income was $ 38.5 million for the six months ended June 30, 2025, primarily driven by fluctuations in the Singapore Dollar, Euro, and Australian Dollar.

Other comprehensive loss was $ 20.8 million for the six months ended June 30, 2024, primarily driven by fluctuations in the Euro, Singapore Dollar, and Australian Dollar.

RESTRUCTURING

2025 Restructuring Program :

In the second quarter of 2025, we initiated a new restructuring program (the “2025 Restructuring Program”) aimed at enhancing operational efficiency and achieving cost savings through the adoption of advanced technologies, including artificial intelligence.

The program is centered around two key initiatives:

Process Optimization and Workforce Productivity - The first initiative focuses on streamlining operations by leveraging cutting-edge technological innovations to significantly enhance workforce productivity.

This includes the integration of automation and AI-driven solutions to reduce manual processes and improve overall efficiency.

As a result of this initiative, we anticipate incurring severance and related personnel costs associated with workforce reductions.

Facilities Consolidation and Footprint Optimization - The second initiative involves the consolidation and centralization of our facilities to align with the reduced workforce resulting from the first initiative.

This effort is designed to optimize our physical footprint and support a more agile and cost-effective operating model.

As a result of this initiative, the Company anticipates recognizing asset impairments related to the early termination or abandonment of certain facilities under operating leases.

These initiatives are expected to materially reduce our cost structure and better position the Company for sustainable, long-term growth in an increasingly technology-driven marketplace.

The 2025 Restructuring Program is expected to span the next three years, during which we will continue to implement advanced technologies across the enterprise and review opportunities to consolidate our global facilities.

We recognized restructuring charges of $ 3.9 million in the three and six months ended June 30, 2025 primarily related to workforce reductions and related personnel expenses.

We expect to incur restructuring charges of $ 50 million to $ 75 million over the next three years primarily related to severance and other personnel related costs and impairments related to the early termination or abandonment of facilities under operating leases for the 2025 Restructuring Program.

The amount and timing of the restructuring charges we will recognize depend upon multiple factors, such as the implementation and integration of automation and AI-driven solutions across targeted areas of the enterprise, natural employee turnover, and our ability to consolidate our global facilities.

We paid $ 1.0 million of cash related to the 2025 Restructuring Program in the three and six months ended June 30, 2025.

A summary of charges related to our 2025 Restructuring Program are presented below (in thousands):

Three Months Ended June 30, Six Months Ended June 30

Severance (1)

$ 3,664 $ 3,664

Other personnel expenses (1)

Total $ 3,881 $ 3,881

________________________________

(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.

The following tables summarizes restructuring charges related to our 2025 Restructuring Program by reportable segment (in thousands):

Three Months Ended June 30, 2025

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ 677 $ 2,576 $ 628 $ 3,881

Six Months Ended June 30, 2025

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses 677 2,576 628 3,881

The following table summarizes activity related to our 2025 Restructuring Program and liabilities included in our consolidated balance sheets (in thousands):

Accrued Severance and Other Personnel Expenses (1)

Balance, December 31, 2024 $ —

Restructuring charges 3,881

Cash payments ( 959 )

Accrual adjustments (2)

Balance, June 30, 2025 $ 2,937

________________________________

(1) Amounts are included within accrued expenses - compensation on the condensed consolidated balance sheets as of June 30, 2025.

(2) Accrual adjustments primarily relate to foreign currency adjustments.

2024 Restructuring Program :

In 2024, the Company began a restructuring program (the “2024 Restructuring Program”) to drive our enterprise strategy and reduce our cost structure.

The 2024 Restructuring Program focused on waste reduction, reprioritizing our product and technology teams on fewer strategic initiatives, driving synergies across our portfolio of services, and unifying the go to market strategy of our divisions.

The major initiatives included 1) optimizing our management hierarchy, which included a reduction in workforce;

2) reprioritizing the efforts of our product and technology teams to focus on fewer strategic initiatives to accelerate the capabilities of our platform to deliver market-leading outcomes for our customers, carriers, and employees;

and 3) the rationalization of our facilities footprint including the consolidation, early termination, or abandonment of office buildings under operating leases.

Accrued restructuring reserves were $ 1.5 million and $ 4.0 million as of March 31, 2025 and December 31, 2024, respectively.

We paid $ 2.5 million of cash in the first quarter of 2025 related to the 2024 Restructuring Program.

There is no further activity expected related to the 2024 Restructuring Program other than settling the $ 1.5 million of restructuring reserve remaining as of March 31, 2025.

The 2024 Restructuring Program was executed in phases, focused on waste reduction, reprioritizing our product and technology teams on fewer strategic initiatives, driving synergies across our portfolio of services, and unifying the go to market strategy of our divisions.

The major initiatives of the first phase, which commenced in the first quarter of 2024, included 1) optimizing our management hierarchy, which included a reduction in workforce;

2) reprioritizing the efforts of our product and technology teams, resulting in the impairment of certain internally developed software projects.

We have realigned our product and technology teams to focus on fewer strategic initiatives to accelerate the capabilities of our platform to deliver market-leading outcomes for our customers, carriers, and employees.

The primary initiatives of the second phase commenced in the second quarter of 2024.

These initiatives included the rationalization of our facilities footprint including the consolidation, early termination, or abandonment of office buildings under operating leases.

Accrued restructuring reserves were $ 0.5 million and $ 4.0 million as of June 30, 2025 and December 31, 2024, respectively.

We paid $ 3.4 million of cash in the six months ended June 30, 2025 related to the 2024 Restructuring Program.

There is no further activity expected related to the 2024 Restructuring Program other than settling the $ 0.5 million of restructuring reserve remaining as of June 30, 2025.

A summary of charges related to our 2024 Restructuring Program are presented below (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Severance (1)

$ 8,799 $ 16,213

Other personnel expenses (1)

4 unchanged sentences

(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.

Amounts recognized in the three months ended March 31, 2024 primarily relate to the impairment of certain capitalized internally developed software projects.

The following table summarizes restructuring charges related to our 2024 Restructuring Program by reportable segment (in thousands):

Three Months Ended March 31, 2024

The charges recognized in the three months ended June 30, 2024 primarily resulted from the second phase of the 2024 Restructuring Program, while the charges recognized in the six months ended June 30, 2024, also include initiatives under the first phase of the 2024 Restructuring Program as discussed above.

The following tables summarizes restructuring charges related to our 2024 Restructuring Program by reportable segment (in thousands):

Three Months Ended June 30, 2024

NAST Global Forwarding All Other and Corporate Consolidated

1 unchanged sentence

Other selling, general, and administrative expenses 3,776 1,327 637 5,740

Six Months Ended June 30, 2024

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses 7,784 5,395 4,232 17,411

Other selling, general, and administrative expenses 5,654 1,559 3,496 10,709

The following table summarizes activity related to our 2024 Restructuring Program and reserves included in our consolidated balance sheets (in thousands):

4 unchanged sentences

( 145 ) 4 ( 141 )

Balance, March 31, 2025 $ 1,222 $ 316 $ 1,538

Balance, June 30, 2025 $ 319 $ 146 $ 465

________________________________

(1) Amounts are included within accrued expenses - compensation on the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.

(2) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.

2 unchanged sentences

The divestiture is part of our enterprise strategy to drive focus on profitable growth in our four core modes—North American truckload and LTL and global ocean and air—as engines to ignite growth and create the most value for our stakeholders.

We have determined this

divestiture does not represent a strategic shift that will have a major effect on our consolidated results of operations, and therefore the results of our Europe Surface Transportation business are not reported as discontinued operations.

We have determined this divestiture does not represent a strategic shift that will have a major effect on our consolidated results of operations, and therefore the results of our Europe Surface Transportation business are not reported as discontinued operations.

The sale included all of the assets and liabilities of the business other than our proprietary technology platform.

3 unchanged sentences

The remaining consideration due is collateralized by all current and future accounts receivable of the Europe Surface Transportation business.

Including the direct costs incurred to sell the business, an additional pre-tax loss of $ 2.4 million was recognized in the first quarter of 2025.

There are no remaining assets and liabilities held for sale as of March 31, 2025.

We recognized transaction related expenses of $ 0.4 million and $ 2.8 million in the three and six months ended June 30, 2025, respectively.

There are no remaining assets and liabilities held for sale as of June 30, 2025.

A summary of exit and disposal costs related to our Europe Surface Transportation divestiture included in our All Other and Corporate segment is presented below (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Personnel expenses (1)

1 unchanged sentence

Income tax benefits (3)

( 74 ) ( 1,100 )

Total $ 355 $ 1,683

________________________________

(1) Amounts are included within personnel expenses in our consolidated statements of operations and comprehensive income.

(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.

(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.

17 unchanged sentences

________________________________

(1) Assets and liabilities held for sale are separately presented on the condensed consolidated balance sheets.

(2) Cumulative translation loss of foreign entities to be sold is included within accumulated other comprehensive losses on the condensed consolidated balance sheets.

(1) Assets and liabilities held for sale are separately presented on the condensed consolidated balance sheet.

(2) Cumulative translation loss of foreign entities to be sold is included within accumulated other comprehensive losses on the condensed consolidated balance sheet.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements