What changed in this filing

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Item 1. Financial Statements

2025-10-31 compared with 2025-08-01 · 154 added, 98 removed, 687 unchanged (27% of the section changed)

3 unchanged sentences

(unaudited, in thousands, except per share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

49 unchanged sentences

(unaudited, in thousands except per share data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

13 unchanged sentences

Net income 162,987 97,229 450,760 316,384

Other comprehensive income (loss) 28,085 ( 1,313 ) 38,520 ( 20,803 )

Other comprehensive (loss) income ( 2,772 ) 29,494 35,748 8,691

Comprehensive income $ 160,215 $ 126,723 $ 486,508 $ 325,075

31 unchanged sentences

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

Net income 162,987 162,987

Foreign currency adjustments ( 2,772 ) ( 2,772 )

Dividends declared, $ 0.62 per share

( 75,456 ) ( 75,456 )

Stock issued for employee benefit plans 1,062 106 ( 816 ) 82,367 81,657

Stock-based compensation expense — — 18,746 — 18,746

Repurchase of common stock ( 958 ) ( 96 ) ( 112,412 ) ( 112,508 )

Balance September 30, 2025 118,421 $ 11,842 $ 742,006 $ 6,011,521 $ ( 74,654 ) $ ( 4,833,674 ) $ 1,857,041

Outstanding Amount Additional

19 unchanged sentences

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

Net income 97,229 97,229

Foreign currency adjustments 29,494 29,494

Dividends declared, $ 0.62 per share

( 75,896 ) ( 75,896 )

Stock issued for employee benefit plans 821 82 ( 6,654 ) 63,366 56,794

Stock-based compensation expense — — 22,004 — 22,004

Balance September 30, 2024 118,083 $ 11,808 $ 771,485 $ 5,713,207 $ ( 72,255 ) $ ( 4,784,179 ) $ 1,640,066

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(unaudited, in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

OPERATING ACTIVITIES

31 unchanged sentences

Cash dividends ( 227,053 ) ( 220,256 )

Proceeds from long-term borrowings 344,000 —

Payments on long-term borrowings ( 512,000 ) ( 10,000 )

Proceeds from short-term borrowings 1,548,800 2,461,500

3 unchanged sentences

Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale ( 19,701 ) ( 2,842 )

net decrease in cash and cash equivalents within assets held for sale 10,776 —

net decrease (increase) in cash and cash equivalents within assets held for sale 10,776 ( 10,978 )

Cash and cash equivalents, beginning of period 145,762 145,524

20 unchanged sentences

RECENTLY ISSUED ACCOUNTING STANDARDS

In November 2024, the FASB issued Accounting Standard Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

In September 2025, the FASB issued Accounting Standard Update (“ASU”) 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

The guidance in this ASU modernizes the accounting for internal-use software by replacing the previous software project development stage guidance with a principles-based capitalization threshold, which focuses on management’s commitment to fund the project and the probability of its completion.

The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.

The update may be adopted using either a prospective, modified prospective, or retrospective approach.

Early adoption is permitted.

The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05 that amends ASC 326, Financial Instruments — Credit Losses:

Measurement of Credit Losses for Accounts Receivable and Contract Assets for Public Business Entities .

The guidance provides a practical expedient that allows public entities to estimate expected credit losses on accounts receivable and contract assets by assuming current economic conditions persist for the remaining life of the asset.

The guidance is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years.

Early adoption is permitted.

The Company expects to adopt the provisions of ASU 2025-05 on January 1, 2026.

The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements.

8 unchanged sentences

Early adoption is permitted.

The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.

The Company expects to adopt the provisions of ASU 2023-09 in its Form 10-K for the year ending December 31, 2025.

The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

8 unchanged sentences

— — ( 28,697 ) ( 28,697 )

Balance, June 30, 2025

Balance, September 30, 2025

$ 1,185,983 $ 207,836 $ 47,325 $ 1,441,144

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.

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.

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

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

June 30, 2025

September 30, 2025

December 31, 2024

10 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Amortization expense $ 2,571 $ 2,979 $ 7,682 $ 9,596

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

Finite-lived intangible assets, by reportable segment, as of September 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 June 30, 2025.

There are no remaining assets and liabilities held for sale as of September 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 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.

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

We had no other Level 2 or Level 3 assets or liabilities as of September 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

September 30,

2025 December 31,

2024 Maturity June 30,

2024 Maturity September 30,

2025 December 31,

3 unchanged sentences

Receivables Securitization Facility (1)

5.22 % 5.23 % November 2025 431,917 446,792

5.03 % 5.23 % August 2027 260,599 446,792

Senior Notes (1)

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

As of September 30, 2025, the variable rate equaled SOFR and a credit spread adjustment of 0.10 percent plus 1.00 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 $ 307.2 million on June 30, 2025.

The fair value of the Notes approximated $ 314.5 million on September 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 June 30, 2025.

trade accounts receivable with a total availability of $ 500 million as of September 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.

3 unchanged sentences

The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions, which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events.

On November 7, 2023, we amended the Receivables Securitization Facility to extend the termination date of the facility to November 7, 2025.

On August 12, 2025, we amended the Receivables Securitization Facility to extend the termination date of the facility to August 12, 2027.

The total available remains $ 500 million, and we have the option to utilize an accordion feature, if needed, of an additional $ 250 million pursuant to the provisions of the Receivables Purchase Agreement, amended by the Receivables Purchase Amendment.

2 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 $ 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.

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $ 601.0 million as of September 30, 2025, based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was $ 597.6 million as of September 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 June 30, 2025.

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

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

These standby letters of credit are renewed annually and were undrawn as of September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

Foreign tax rate differential 0.5 ( 4.5 ) ( 0.4 ) ( 0.4 )

Business divestitures (1)

Section 162(m) limitation on compensation 1.6 1.1 1.5 1.0

1 unchanged sentence

Effective income tax rate 20.6 % 32.4 % 18.9 % 23.0 %

____________________________________________

(1) Amounts in the three and nine months ended September 30, 2024 relate to the divestiture of our Europe Surface Transportation business.

Refer to Note 14, Divestitures, for further discussion.

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.

9 unchanged sentences

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.

As of September 30, 2025, we have not recorded any adjustments related to the OBBBA.

We are continuing to assess its impact on our consolidated financial statements and will update our disclosures as necessary in future periods.

As of September 30, 2025, we have $ 42.8 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

6 unchanged sentences

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 4,616,654 shares available for stock awards under the Plan as of June 30, 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 4,646,611 shares available for stock awards under the Plan as of September 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 June 30, 2025.

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

As of September 30, 2025, there was unrecognized compensation expense of $ 182.0 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 June 30, 2025

Three Months Ended September 30, 2025

Shares purchased

29 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 for the three months ended June 30, 2025 and 2024 (dollars in thousands):

Three Months Ended June 30, 2025

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

Three Months Ended September 30, 2025

NAST Global Forwarding Total

Revenues from external customers $ 2,965,694 $ 786,347 $ 3,752,041

Other revenues (1)

Other revenues from external customers (1)

Total consolidated revenues

11 unchanged sentences

Income before provision for income taxes

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

NAST Global Forwarding Total

Revenues from external customers $ 2,934,617 $ 1,141,190 $ 4,075,807

Other revenues (1)

Other revenues from external customers (1)

Total consolidated revenues

12 unchanged sentences

_______________________________________

(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.

(1) Other revenues from external customers 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 six months ended June 30, 2025 and 2024 (dollars in thousands):

Six Months Ended June 30, 2025

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

Nine Months Ended September 30, 2025

NAST Global Forwarding Total

Revenues from external customers $ 8,752,341 $ 2,359,035 $ 11,111,376

Other revenues (1)

Other revenues from external customers (1)

Total consolidated revenues

11 unchanged sentences

Income before provision for income taxes

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

NAST Global Forwarding Total

Revenues from external customers $ 8,924,839 $ 2,921,050 $ 11,845,889

Other revenues (1)

Other revenues from external customers (1)

Total consolidated revenues

12 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 three and six months ended 2025 and 2024 (dollars in thousands):

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

NAST Global Forwarding All Other and Corporate Consolidated

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Depreciation and amortization $ 4,874 $ 2,250 $ 18,705 $ 25,829

3 unchanged sentences

NAST Global Forwarding All Other and Corporate Consolidated

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Depreciation and amortization $ 4,904 $ 2,608 $ 16,436 $ 23,948

3 unchanged sentences

NAST Global Forwarding All Other and Corporate Consolidated

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Depreciation and amortization $ 14,498 $ 6,577 $ 55,262 $ 76,337

3 unchanged sentences

NAST Global Forwarding All Other and Corporate Consolidated

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Depreciation and amortization $ 15,779 $ 8,245 $ 48,856 $ 72,880

6 unchanged sentences

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 June 30, 2025

Three Months Ended September 30, 2025

NAST Global Forwarding All Other and Corporate Total

4 unchanged sentences

Total revenues $ 2,965,694 $ 786,347 $ 384,805 $ 4,136,846

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

NAST Global Forwarding All Other and Corporate Total

4 unchanged sentences

Total revenues $ 2,934,617 $ 1,141,190 $ 568,834 $ 4,644,641

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

NAST Global Forwarding All Other and Corporate Total

4 unchanged sentences

Total revenues $ 8,752,341 $ 2,359,035 $ 1,208,753 $ 12,320,129

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

NAST Global Forwarding All Other and Corporate Total

7 unchanged sentences

(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 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.

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 September 30, 2025, and revenue recognized in the three and nine months ended September 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 June 30, 2025.

We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Lease Costs 2025 2024 (1)

7 unchanged sentences

___________________________

(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.

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

(2) During the nine months ended September 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.

All other right-of use asset 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,

Nine Months Ended September 30,

Other Lease Information 2025 2024

1 unchanged sentence

Right-of-use lease assets obtained in exchange for new lease liabilities 24,632 57,854

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

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

Weighted average remaining lease term (in years) 5.1 5.5

Weighted average discount rate 4.5 % 4.3 %

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

The maturities of lease liabilities as of September 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 June 30, 2025.

The allowance for credit losses on contract assets was not significant as of September 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 ( 6,613 )

Balance, June 30, 2025

Balance, September 30, 2025

_________________________________________

1 unchanged sentence

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 and six months ended June 30, 2025.

Recoveries of amounts previously written off were not significant for the three and nine months ended September 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 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.

The recorded balance on September 30, 2025, and December 31, 2024, was $ 74.7 million and $ 110.4 million, respectively.

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

Other comprehensive loss was $ 2.8 million for the three months ended September 30, 2025, primarily driven by small fluctuations in a number of currencies.

Other comprehensive income was $ 29.5 million for the three months ended September 30, 2024, primarily driven by fluctuations in the Euro, Singapore Dollar, and Australian Dollar.

Other comprehensive income was $ 35.7 million for the nine months ended September 30, 2025, primarily driven by fluctuations in the Singapore Dollar, Euro, and Australian Dollar.

Other comprehensive income was $ 8.7 million for the nine months ended September 30, 2024, primarily driven by fluctuations in the Singapore Dollar and Australian Dollar.

RESTRUCTURING

10 unchanged sentences

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.

We recognized restructuring charges of $ 9.9 million and $ 13.8 million in the three and nine months ended September 30, 2025, respectively, primarily related to workforce reductions and related personnel expenses.

We expect to incur restructuring charges of $ 50 million to $ 75 million in total 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.

We paid $ 8.6 million of cash in the nine months ended September 30, 2025 related to the 2025 Restructuring Program.

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

Three Months Ended September 30, Nine Months Ended September 30,

Severance (1)

1 unchanged sentence

Other personnel expenses (1)

Other selling, general, and administrative expenses (2)

Total $ 9,930 $ 13,811

1 unchanged sentence

(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.

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

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ 1,199 $ 8,403 $ 126 $ 9,728

Six Months Ended June 30, 2025

Other selling, general, and administrative expenses 75 127 — 202

Nine Months Ended September 30, 2025

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ 1,876 $ 10,979 $ 754 $ 13,609

Other selling, general, and administrative expenses 75 127 — 202

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)

Accrued Severance and Other Personnel Expenses Accrued Other Selling, General, and Administrative Expenses Total (1)

Balance, December 31, 2024 $ — $ — $ —

1 unchanged sentence

Cash payments ( 8,551 ) ( 29 ) ( 8,580 )

Settled non-cash — ( 146 ) ( 146 )

Accrual adjustments (2)

Balance, June 30, 2025 $ 2,937

Balance, September 30, 2025 $ 5,069 $ 27 $ 5,096

________________________________

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

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

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

7 unchanged sentences

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.

Accrued restructuring reserves were $ 4.0 million as of December 31, 2024.

We paid $ 3.7 million of cash in the nine months ended September 30, 2025 related to the 2024 Restructuring Program.

There are no accrued liabilities or future activity remaining related to the 2024 Restructuring Program.

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

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

Three Months Ended September 30, Nine Months Ended September 30,

Severance (1)

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

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 charges recognized in the three months ended September 30, 2024 primarily resulted from the second phase of the 2024 Restructuring Program, while the charges recognized in the nine months ended September 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

Three Months Ended September 30, 2024

NAST Global Forwarding All Other and Corporate Consolidated

1 unchanged sentence

Other selling, general, and administrative expenses 560 855 217 1,632

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

NAST Global Forwarding All Other and Corporate Consolidated

1 unchanged sentence

Other selling, general, and administrative expenses 6,214 2,413 3,714 12,341

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

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

Accrued Severance and Other Personnel Expenses Accrued Other Selling, General, and Administrative Expenses Total (1)

3 unchanged sentences

( 274 ) ( 2 ) ( 276 )

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

Balance, September 30, 2025 $ — $ — $ —

________________________________

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

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

4 unchanged sentences

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

Upon entering into the agreement to sell the business in 2024, the assets and liabilities of our Europe Surface Transportation disposal group were classified as held for sale resulting in a $ 32.8 million pre-tax loss on the disposal group classified as held for sale in 2024.

Including the direct costs incurred to sell the business and the loss on the disposal group, the total pre-tax loss recognized was $ 44.5 million in 2024.

Upon entering into the agreement to sell the business in the third quarter of 2024, the assets and liabilities of our Europe Surface Transportation disposal group were classified as held for sale at fair value less any direct costs incurred to sell.

We recognized a $ 48.2 million loss on the disposal group classified as held for sale in the three and nine months ended September 30, 2024.

Including the direct costs incurred to sell the business and the loss on the disposal group, the total loss recognized was $ 57.0 million.

These amounts are included in our All Other and Corporate segment and within our selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive income.

The sale closed effective February 1, 2025 with $ 27.7 million of consideration received at closing with additional consideration due in fixed equal installments on the 12-month and 18-month anniversary of the closing date subject to post closing working capital adjustments.

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

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.

We recognized net favorable post-closing working capital adjustments of $ 0.2 million in the three months ended September 30, 2025 and transaction related expenses net of post-closing working capital adjustments of $ 2.6 million in the nine months ended September 30, 2025.

There are no remaining assets and liabilities held for sale as of September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Personnel expenses (1)

Other selling, general, and administrative expenses (2)

( 176 ) 1,413

Income tax benefits (3)

1 unchanged sentence

Total $ ( 245 ) $ 1,438

Three Months Ended September 30, Nine Months Ended September 30,

Other selling, general, and administrative expenses (2)

$ 57,036 $ 57,036

Income tax benefits (3)

( 2,113 ) ( 2,113 )

Total $ 54,923 $ 54,923

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(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.

For the three and nine months ended September 30, 2024, the amounts consist primarily of a $ 48.2 million loss on the disposal group and direct costs to sell.

(3) Amounts are included within provision for income taxes in our condensed consolidated statements of operations and comprehensive income.

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

SUBSEQUENT EVENT

On October 28, 2025, the Board of Directors approved an additional $ 2.0 billion of authorization under the company’s share repurchase program.

The stock repurchase program does not obligate the company to acquire any amount of common stock and shall expire or terminate at the Board's discretion.

As of September 30, 2025, there were 4,450,030 shares remaining for future repurchases on the company’s existing authorization that was increased by 20,000,000 shares in December 2021.

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