What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-10-31 compared with 2025-08-01 · 199 added, 197 removed, 252 unchanged (61% of the section changed)

42 unchanged sentences

The reconciliation of gross profits to adjusted gross profits and gross profit margin to adjusted gross profit margin is 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,

2025 2024 2025 2024

13 unchanged sentences

The reconciliation of operating margin to adjusted operating margin is 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,

2025 2024 2025 2024

6 unchanged sentences

MARKET TRENDS

The North American surface transportation market demonstrated signs of improved balance in the second quarter of 2025 compared to the same period in 2024, primarily driven by the recent trend of carriers exiting the market.

This shift contributed to a modest year-over-year increase in transportation rates.

Additionally, seasonal demand associated with the produce and beverage shipping season led to regional rate spikes temporarily slowing the pace of carrier attrition.

Despite these developments, the market remains characterized by an overall imbalance, with excess carrier capacity relative to industry freight volumes.

This condition is commonly referred to as a soft market.

Industry freight volumes, as measured by the Cass Freight Index, declined in the second quarter of 2025 compared to the second quarter of 2024, reflecting continued softness in underlying demand.

The North American surface transportation market continues to exhibit an imbalance with carrier capacity exceeding industry freight volumes.

These conditions are commonly referred to as a soft market.

Market conditions further softened in the third quarter of 2025, which continued a multi-year trend of declining freight volumes and transportation rates.

This followed a brief period of improvement driven by seasonal produce and beverage demand that led to temporary regional rate spikes.

Despite carriers continuing to exit the market, the level of attrition has not held pace with the decline in industry freight volumes.

Industry volumes, as measured by the Cass Freight Index, declined approximately 7.0 percent in the third quarter of 2025 compared to the third quarter of 2024, adding to the oversupply of capacity and contributing to the sustained downward pressure on transportation rates.

One of the key metrics we use to measure market conditions is the truckload routing guide depth from our Managed Solutions business.

1 unchanged sentence

Routing guide depth of 1 would be perfect performance and 2 would be extremely poor.

The average routing guide depth in the second quarter of 2025 was 1.3 compared to 1.2 in the second quarter of 2024 reflecting a modest tightening of the market compared to the prior year.

The global forwarding market in the second quarter of 2025 experienced significant policy shifts, volatile demand, and increasing capacity challenges.

In April, the U.S.

announced a 10 percent minimum tariff on all imported goods along with higher reciprocal tariffs on goods from certain countries.

This move prompted several nations to impose their own retaliatory tariffs on U.S.

Shortly after their announcement, a 90-day tariff pause was implemented for most countries other than China.

In May, the U.S.

and China reached a separate agreement to temporarily reduce their reciprocal tariffs and pause other trade barriers for 90-days.

This wave of uncertainty resulted in a sharp decline in global freight volumes early in the second quarter of 2025, with an increase in blank sailings as carriers reallocated or temporarily removed capacity from the market.

Following the temporary tariff pause, the market experienced a short-lived rebound as shippers accelerated shipments ahead of the 90-day pause expiration.

This surge of activity led to a short-term spike in global freight rates towards the end of the second quarter of 2025 before rapidly falling as capacity began to outpace demand and shippers adopted a cautious approach given the market uncertainty.

The combination of tariff and geopolitical uncertainty, capacity continuing to enter the market, and the impact of disruptions, including the Red Sea conflict, may continue to affect ocean and air freight pricing in the near term, although the duration and extent remain uncertain.

In the third quarter of 2025, the average routing guide depth returned to 1.2 which is consistent with levels observed throughout 2023 and 2024 following a temporary increase to 1.3 in the second quarter of 2025.

The global forwarding market remained highly volatile throughout the third quarter of 2025, influenced by shifting tariff policies, softening demand, and carriers' strategic use of blank sailings to stabilize market conditions.

Early in the quarter, the market experienced a brief rebound in freight volumes and a temporary surge in pricing, as shippers accelerated activity ahead of the expiration of the U.S.

and China 90-day tariff pause.

While the tariff landscape continues to evolve, market conditions have largely stabilized although pricing has rapidly declined across many trade lanes, driven by excess capacity and weak consumer sentiment.

The air freight market has also stabilized at lower levels of pricing, as the excess capacity resulting from the end of the de minimis threshold has largely been rationalized.

Depressed ocean freight rates and weak consumer demand have prompted more shippers to accept longer transit times by opting for the cost-efficiency of ocean freight.

While shifting tariff policies, seasonal impacts, and other volatile market conditions can be expected to create ongoing volatility, freight pricing is likely to remain depressed until industry freight volumes show meaningful improvement.

BUSINESS TRENDS

Our surface transportation business effectively navigated the evolving market dynamics and seasonal trends, as discussed in the market trends section.

During the second quarter of 2025, continued contraction in carrier capacity and seasonal demand spikes contributed to an increase in our truckload transportation costs.

Our average truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 3.5 percent during the second quarter of 2025 compared to the second quarter of 2024, reflecting upward pressure from market rates.

Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, also increased approximately 3.5 percent during the second quarter of 2025.

Despite this rising cost environment, we were able to improve our adjusted gross profits per transaction in the second quarter of 2025 compared to the same period in 2024 driven by the continued advancement of our dynamic pricing and costing capabilities.

These advancements have allowed us to respond more rapidly to market fluctuations through more frequent and precise pricing discovery.

Industry freight volumes, as measured by the Cass Freight Index, decreased approximately 3.5 percent in the second quarter of 2025 compared to the same period of 2024.

Despite these challenging market conditions, our combined North American Surface Transportation (“NAST”) truckload and less than truckload (“LTL”) volume outperformed the market, increasing 1.0 percent in the second quarter of 2025 compared to the second quarter of 2024.

Our global forwarding results in the second quarter of 2025 reflected the continued impact of the volatile market conditions and shifting trade policies outlined in the market trends section above.

Our ocean freight shipments decreased 4.0 percent compared to the second quarter of 2024, primarily driven by reduced demand early in the second quarter of 2025 following the announcement of new tariffs by the U.S.

This was partially offset by a rebound in June, as shippers accelerated activity ahead of the expiration of the 90-day tariff pause.

Adjusted gross profit per ocean shipment significantly improved in June due to this surge in activity;

however, adjusted gross profit per shipment declined 3.5 percent in total compared to the second quarter of 2024.

Air freight volumes were similarly affected by the intra-quarter tariff volatility, with overall air freight tonnage decreasing 12.5 percent compared to the second quarter of 2024.

Our surface transportation business continued to navigate the soft market conditions discussed in the market trends section during the third quarter of 2025.

Our average truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 1.5 percent during the third quarter of 2025 compared to the third quarter of 2024, reflecting the downward pressure from market rates.

Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, also decreased approximately 1.5 percent during the third quarter of 2025 resulting in our truckload adjusted gross profit per transaction in the third quarter of 2025 holding consistent compared to the same period in 2024.

Our less than truckload (“LTL”) adjusted gross profits per transaction showed strong improvement driven by the continued advancement of our dynamic pricing and costing capabilities.

Despite the challenging soft market conditions, our combined North American Surface Transportation (“NAST”) truckload and LTL volume significantly outperformed the Cass Freight Index, increasing 3.0 percent in the third quarter of 2025 compared to the third quarter of 2024.

Our global forwarding results in the third quarter of 2025 reflected the continued impact of the volatile market conditions and shifting trade policies outlined in the market trends section above.

Our ocean freight shipments decreased 7.0 percent compared to the third quarter of 2024, as elevated inventory levels and weak consumer sentiment contributed to sluggish demand across many trade lanes.

While the beginning of the period saw a brief rebound in ocean freight volumes and pricing ahead of the expiration of the U.S.

and China 90-day tariff pause it was short-lived, and volume and pricing fell rapidly during the remainder of the third quarter of 2025.

Adjusted gross profit per ocean shipment declined 27.5 percent compared to the elevated levels in the third quarter of 2024, driven by excess capacity and depressed pricing across many trade lanes.

Our air freight results also reflected these market dynamics as air freight volumes declined, with overall tonnage down 10.0 percent compared to the third quarter of 2024.

As 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 divested our Europe Surface Transportation business.

2 unchanged sentences

SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

The following summarizes select second quarter 2025 year-over-year operating comparisons to the second quarter 2024:

• Total revenues decreased 7.7 percent to $4.1 billion, primarily driven by the divestiture of our Europe Surface Transportation business, in addition to lower pricing in our ocean services and lower fuel surcharges in our truckload services.

• Gross profits increased 0.4 percent to $679.6 million.

Adjusted gross profits increased 0.8 percent to $693.2 million, primarily driven by higher adjusted gross profit per transaction in our customs, truckload, and LTL services.

This was partially offset by the divestiture of our Europe Surface Transportation business and lower volume in ocean services.

• Personnel expenses decreased 7.2 percent to $335.3 million, primarily due to cost optimization efforts and productivity improvements, the divestiture of our Europe Surface Transportation business, a non-recurring benefit from certain actions taken within the current quarter, and lower restructuring charges related to workforce reductions.

The following summarizes select third quarter 2025 year-over-year operating comparisons to the third quarter 2024:

• Total revenues decreased 10.9 percent to $4.1 billion, primarily driven by lower pricing and volume in our ocean services, the divestiture of our Europe Surface Transportation business, and lower pricing in our truckload services.

This was partially offset by higher volume in our truckload services.

• Gross profits decreased 4.4 percent to $691.7 million.

Adjusted gross profits decreased 4.0 percent to $706.1 million, primarily driven by lower adjusted gross profit per transaction and volume in our ocean services and the divestiture of our Europe Surface Transportation business.

This was partially offset by higher adjusted gross profit per transaction in our LTL and customs services and higher volume in our truckload services.

• Personnel expenses decreased 3.4 percent to $349.3 million, primarily due to the divestiture of our Europe Surface Transportation business, cost optimization efforts and productivity improvements.

This was partially offset by higher restructuring charges related to workforce reductions.

Average employee headcount decreased 10.8 percent.

• Other selling, general, and administrative (“SG&A”) expenses decreased 4.1 percent to $142.0 million primarily due to restructuring charges in the prior year related to reducing our facilities footprint, including early termination or abandonment of office buildings under operating leases.

• Income from operations increased 21.2 percent to $215.9 million, due to the increase in adjusted gross profit and decreased operating expenses.

• Other selling, general, and administrative (“SG&A”) expenses decreased 29.8 percent to $135.9 million primarily due to a $57.0 million loss in the prior year related to the divestiture of our Europe Surface Transportation business.

• Income from operations increased 22.6 percent to $220.8 million, due to the decrease in operating expenses, partially offset by the decrease in adjusted gross profit.

• Adjusted operating margin of 31.3 percent increased 680 basis points.

• Interest and other income/expense, net totaled $22.0 million of expense, consisting primarily of $16.8 million of interest expense, which decreased $6.1 million compared to last year, and a $4.9 million net loss from foreign currency revaluation and realized foreign currency gains and losses.

• The effective tax rate in the quarter was 21.4 percent compared to 19.4 percent in the second quarter last year.

• Interest and other income/expense, net totaled $15.6 million of expense, consisting primarily of $15.8 million of interest expense, which decreased $6.3 million compared to last year due to a lower average debt balance and lower variable interest rates.

• The effective tax rate in the quarter was 20.6 percent compared to 32.4 percent in the third quarter last year.

• Net income totaled $163.0 million, an increase of 67.6 percent from a year ago.

• Diluted earnings per share increased 67.5 percent to $1.34.

• Cash flow from operations increased $200.6 million in the six months ended June 30, 2025, primarily driven by a favorable change in net operating working capital and the increase in net income.

• Cash flow from operations increased $368.0 million in the nine months ended September 30, 2025, primarily driven by an increase in net income and rapidly declining ocean freight rates.

CONSOLIDATED RESULTS OF OPERATIONS

The following table summarizes our results of operations (dollars 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 % change 2025 2024 % change

22 unchanged sentences

A reconciliation of our reportable segments to our consolidated results can be found in Note 8, Segment Reporting, in Part I, Financial Information of this Quarterly Report on Form 10-Q.

Consolidated Results of Operations—Three Months Ended June 30, 2025, Compared to the Three Months Ended June 30, 2024

Consolidated Results of Operations—Three Months Ended September 30, 2025, Compared to the Three Months Ended September 30, 2024

Total revenues and direct costs.

Total transportation revenues and direct costs decreased primarily due to the divestiture of our Europe Surface Transportation business, along with lower pricing in ocean services, and lower fuel surcharges in our truckload services.

In the second quarter of 2024, ocean freight rates were elevated due to market disruptions that strained capacity, including re-routing and extended transit times, resulting from the Red Sea conflict, container shortages, and worsening port congestion in certain regions of the world.

While similar capacity constraints persisted in the second quarter of 2025, the period also experienced notable shifts in demand as discussed in the market and business trends sections, leading to lower pricing compared to the prior year.

The decrease in fuel surcharges within our truckload services was driven by a year-over-year decline in diesel fuel prices.

Our sourcing total revenue and direct costs increased, driven by higher average pricing with retail customers.

Total transportation revenues and direct costs decreased primarily due to lower pricing and volume in ocean services, the divestiture of our Europe Surface Transportation business, and lower pricing in truckload services driven by the continued soft market conditions.

In the third quarter of 2024, ocean freight rates were elevated due to the volatile market conditions driven by re-routing and extended transit times caused by the Red Sea conflict.

These disruptions were compounded by port worker strikes, equipment shortages, and worsening port congestion.

The combination of these factors, along with traditional peak season volumes and severe weather events, significantly elevated ocean freight rates and purchased transportation costs in the third quarter of 2024.

Market conditions in the third quarter of 2025 continued to be volatile driven by the evolving tariff landscape.

Despite this volatility, market conditions have largely stabilized driven by excess capacity and weak consumer sentiment contributing to sluggish ocean freight volumes driving ocean freight rates significantly lower in the third quarter of 2025.

Gross profits and adjusted gross profits.

Our transportation adjusted gross profits increased, driven primarily by higher adjusted gross profits per transaction in our customs, truckload, and LTL services.

In our customs services, the improvement was largely attributable to increased duty advance fees, reflecting elevated global tariff rates.

The improvement in truckload services was driven by the continued advancement of our dynamic pricing and costing capabilities.

These advancements have allowed us to respond more rapidly to market fluctuations through more frequent and precise pricing discovery.

These increases were partially offset by the divestiture of our Europe Surface Transportation business, as well as lower volume and adjusted gross profits per transaction in our ocean services, which were impacted by the volatile market conditions and shifting trade policies discussed in the market and business trends sections.

Sourcing adjusted gross profits increased, driven by an increase in integrated supply chain solutions for retail and foodservice customers.

Our transportation adjusted gross profits decreased, driven primarily by lower adjusted gross profit per transaction in our ocean services and the divestiture of our Europe Surface Transportation business.

The decline in ocean services was driven by the significant reduction in market pricing in the third quarter of 2025 compared to the third quarter of 2024 discussed above.

These declines were partially offset by higher adjusted gross profit per transaction in LTL and customs, as well as higher volume in our truckload services.

The improvement in LTL was driven by the continued advancement of our dynamic pricing and costing capabilities.

In our customs services, higher adjusted gross profits were largely attributable to increased duty advance fees, reflecting elevated global tariff rates.

Sourcing adjusted gross profits increased, driven by an increase in integrated supply chain solutions for foodservice customers.

Operating expenses.

Personnel expenses decreased primarily due to cost optimization efforts and productivity improvements, the divestiture of our Europe Surface Transportation business, a non-recurring benefit from certain actions taken within the current quarter, and the impact of higher restructuring charges related to workforce reductions in the prior year discussed below.

Other SG&A expenses decreased primarily due to restructuring charges in the prior year related to reducing our facilities footprint, including early termination or abandonment of office buildings under operating leases.

In addition to the above, our personnel expenses in the second quarter of 2025 included $3.9 million of severance and related personnel expenses from our 2025 Restructuring Program, and $0.4 million of other SG&A expenses resulting from the divestiture of our Europe Surface Transportation business.

Our personnel expenses for the second quarter of 2024 included $9.5 million of severance and related personnel expenses.

We also incurred $5.7 million of restructuring related other SG&A expenses in the second quarter of 2024.

These expenses were both associated with our 2024 Restructuring Program.

Personnel expenses decreased primarily due to the divestiture of our Europe Surface Transportation business and cost optimization efforts and productivity improvements, including lower average employee headcount.

Other SG&A expenses decreased primarily due to a $57.0 million loss in the prior year related to the divestiture of our Europe Surface Transportation business.

In addition to the above, our personnel expenses in the third quarter of 2025 included $9.7 million of severance and related personnel expenses associated with our 2025 Restructuring Program.

Our personnel expenses for the third quarter of 2024 included $2.9 million of severance and related personnel expenses.

We also incurred $1.6 million of restructuring related other SG&A expenses in the third quarter of 2024.

These expenses were both primarily associated with our 2024 Restructuring Program.

Our other SG&A expenses in the third quarter of 2024 also included a $57.0 million loss related to the divestiture of our Europe Transportation business.

Refer to Note 13, Restructuring , and Note 14, Divestitures , for further discussion related to our restructuring programs and the divestiture of our Europe Surface Transportation business.

Interest and other income/expense, net.

Interest and other income/expense, net primarily consisted of interest expense of $16.8 million.

Interest expense decreased $6.1 million during the second quarter of 2025, due to a lower average debt balance and lower variable interest rates.

The current period included a $4.9 million net loss from foreign currency revaluation and realized foreign currency gains and losses, compared to a $0.5 million net gain in the prior year period.

Interest and other income/expense, net primarily consisted of interest expense of $15.8 million which decreased $6.3 million during the third quarter of 2025, due to a lower average debt balance and lower variable interest rates.

The third quarter of 2024 included a $15.1 million net loss from foreign currency revaluation and realized foreign currency gains and losses.

Provision for income taxes.

Our effective income tax rate was 21.4 percent for the second quarter of 2025 compared to 19.4 percent for the second quarter of 2024.

The effective income tax rate for the second quarter of 2025 was higher than the statutory federal income tax rate primarily due to state income tax expense, net of federal benefit, which increased the effective tax rate by 2.3 percentage points.

This impact was partially offset by foreign tax credits with decreased the effective income tax rate by 1.9 percentage points during the second quarter of 2025.

The effective income tax rate for the second quarter of 2024 was lower than the statutory federal income tax rate primarily due to the tax impact of U.S.

tax credits and incentives, which reduced the effective tax rate by 5.0 percentage points.

These impacts were partially offset by a higher tax rate on foreign earnings, which increased the effective income tax rate by 2.7 percentage points during the second quarter of 2024.

Consolidated Results of Operations—Six Months Ended June 30, 2025, Compared to the Six Months Ended June 30, 2024

Our effective income tax rate was 20.6 percent for the third quarter of 2025 compared to 32.4 percent for the third quarter of 2024.

The effective income tax rate for the third quarter of 2025 was lower than the statutory federal income tax rate primarily due to the impact of share-based payment awards and foreign tax credits, which decreased the effective income tax rate by 3.8 percentage points and 2.0 percentage points, respectively.

These impacts were partially offset by state income tax expense, net of federal benefit, which increased the effective tax rate by 2.4 percentage points during the third quarter of 2025.

The effective income tax rate for the third quarter of 2024 was higher than the statutory federal income tax rate primarily due to the tax impact of foreign tax credits and business divestitures, which increased the effective tax rate by 13.7 percentage points and 7.9 percentage points, respectively.

These impacts were partially offset by U.S.

tax credits and incentives and a lower tax rate on foreign earnings which decreased the effective income tax rate by 5.1 percentage points and 4.5 percentage points, respectively.

Consolidated Results of Operations—Nine Months Ended September 30, 2025, Compared to the Nine Months Ended September 30, 2024

Total revenues and direct costs.

Total revenues and direct costs decreased primarily due to the divestiture of our Europe Surface Transportation business, along with lower pricing and purchased transportation costs in ocean services, and lower fuel surcharges in our truckload services.

In the six months ended June 30, 2024, ocean freight rates were elevated as a result of ongoing disruptions, including the Red Sea conflict, which strained capacity and increased ocean freight rates.

While similar capacity constraints persisted during the six months ended June 30, 2025, the period also experienced significant shifts in demand influenced by tariff and macroeconomic uncertainty resulting in lower pricing and purchased transportation costs compared to the prior year.

The decline in fuel surcharges within truckload services was driven by a year-over-year decrease in diesel fuel prices.

Our sourcing total revenue and direct costs increased driven by higher average pricing with retail customers.

Total revenues and direct costs decreased primarily due to the divestiture of our Europe Surface Transportation business, along with lower pricing and purchased transportation costs in addition to lower volume in ocean services, and lower fuel surcharges in our truckload services.

During the nine months ended September 30, 2024, ocean freight rates were elevated as a result of ongoing disruptions, including the Red Sea conflict, which strained capacity and increased ocean freight rates.

While similar capacity constraints persisted during the nine months ended September 30, 2025, the period also experienced significant shifts in demand driven by tariff and macroeconomic uncertainty.

These dynamics resulted in lower pricing and purchased transportation costs compared to the prior year.

The decline in truckload fuel surcharges was attributable to a year-over-year reduction in diesel fuel prices.

Our sourcing total revenue and direct costs increased driven by higher volumes from retail and foodservice customers.

Gross profits and adjusted gross profits.

Our transportation adjusted gross profits increased, driven by higher adjusted gross profits per transaction in our truckload, LTL, and customs services.

The higher adjusted gross profits per transaction in truckload services during the six months ended June 30, 2025 was driven by the continued advancement of our dynamic pricing and costing capabilities.

Our transportation adjusted gross profits decreased, primarily driven by lower adjusted gross profit per transaction in our ocean services and the divestiture of our Europe Surface Transportation business.

These impacts were partially offset by increased adjusted gross profit per transaction in our truckload and LTL services.

The decline in ocean services was largely attributable to the significant reduction in market pricing during the nine months ended September 30, 2025 compared to the same period in 2024 discussed above.

Conversely, the increase in adjusted gross profit per transaction in truckload and LTL services reflects the continued advancement of our dynamic pricing and costing capabilities.

These advancements have allowed us to respond more rapidly to market fluctuations through more frequent and precise pricing discovery.

In our customs services, the improvement was largely attributable to increased duty advance fees, reflecting elevated global tariff rates.

Sourcing adjusted gross profits increased due to an increase in integrated supply chain solutions for retail and foodservice customers.

Operating expenses.

Personnel expenses decreased primarily due to cost optimization efforts including lower average employee headcount, the divestiture of our Europe Surface Transportation business, and the impact of higher restructuring charges related to workforce reductions in the prior year discussed below.

These decreases were partially offset by higher variable compensation reflecting the improved results compared to the prior year.

Other SG&A expenses decreased primarily due to the divestiture of our Europe Surface Transportation business and were partially offset by the impact of the restructuring charges in the prior year discussed below.

In addition to the above, our personnel expenses for the six months ended June 30, 2025 included $5.1 million of severance and related personnel expenses.

We also incurred $1.6 million in other SG&A expenses in the six months ended June 30, 2025.

These expenses were associated with our 2025 Restructuring Program and the divestiture of our Europe Surface Transportation business.

We also incurred $6.3 million of other SG&A expenses in the six months ended June 30, 2025 resulting from an impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.

Our personnel expenses for the six months ended June 30, 2024 included $17.4 million of severance and related personnel expenses.

We also incurred $10.7 million of other SG&A expenses in the six months ended June 30, 2024.

Both expenses were associated with our 2024 Restructuring Program.

Personnel expenses decreased primarily due to cost optimization efforts, including lower average employee headcount, and the divestiture of our Europe Surface Transportation business.

These decreases were partially offset by higher incentive compensation reflecting our improved results compared to the prior year.

Other SG&A expenses decreased primarily due to the divestiture of our Europe Surface Transportation business and declines across several categories.

In addition to the above, our personnel expenses for the nine months ended September 30, 2025 included $14.8 million of severance and related personnel expenses.

We also incurred $7.9 million in other SG&A expenses in the nine months ended September 30, 2025 primarily resulting from 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.

In addition, other SG&A expenses in the nine months ended September 30, 2025 included $1.6 million of expenses associated with our 2025 Restructuring Program and the divestiture of our Europe Surface Transportation business.

Our personnel expenses for the nine months ended September 30, 2024 included $20.2 million of severance and related personnel expenses.

We also incurred $69.4 million of other SG&A expenses in the nine months ended September 30, 2024.

These expenses were associated with our 2024 Restructuring Program and a $57.0 million loss related to the divestiture of our Europe Surface Transportation business.

Interest and other income/expense, net.

Interest and other income/expense, net primarily consisted of interest expense of $33.6 million, which decreased $11.4 million driven by a lower average debt balance and variable interest rates compared to the prior year.

The six months ended June 30, 2025 included an $8.3 million net loss from foreign currency revaluation and realized foreign currency gains and losses, compared to a $4.4 million net gain in the prior year.

Interest and other income/expense, net primarily consisted of interest expense of $49.4 million, which decreased $17.6 million driven by a lower average debt balance and lower variable interest rates compared to the prior year.

The nine months ended September 30, 2025 included an $8.3 million net loss from foreign currency revaluation and realized foreign currency gains and losses, compared to a $10.7 million net loss in the prior year.

Provision for income taxes.

Our effective income tax rate was 17.9 percent for both the six months ended June 30, 2025 and 2024.

The effective income tax rate for the six months ended June 30, 2025 was lower than the statutory federal income tax rate primarily due to the tax benefit of share-based payment awards, foreign tax credits, and U.S.

tax credits and incentives, which decreased the effective tax rate by 2.9 percentage points, 1.9 percentage points, and 1.6 percentage points, respectively.

Our effective income tax rate was 18.9 percent for the nine months ended September 30, 2025 and 23.0 percent for the nine months ended September 30, 2024.

The effective income tax rate for the nine months ended September 30, 2025 was lower than the statutory federal income tax rate primarily due to the tax benefit of share-based payment awards and foreign tax credits, which decreased the effective tax rate by 3.3 percentage points and 2.0 percentage points, respectively.

These impacts were partially offset by state income tax expense, net of federal benefit which increased the effective tax rate by 2.3 percentage points.

The effective income tax rate for the six months ended June 30, 2024 was lower than the statutory federal income tax rate primarily due to the tax impact of U.S.

tax credits and incentives, which reduced the effective tax rate by 6.2 percentage points.

These impacts were partially offset by state income taxes, net of federal benefit, and a higher tax rate on foreign earnings, which increased the effective income tax rate by 2.3 percentage points and 1.8 percentage points, respectively.

The effective income tax rate for the nine months ended September 30, 2024 was higher than the statutory federal income tax rate primarily due to the tax impact of foreign tax credits, the tax impact of business divestitures, and state income tax expense, net of federal benefit, which increased the effective tax rate by 3.8 percentage points, 2.8 percentage points, and 2.7 percentage points, respectively.

These impacts were partially offset by the tax impact of U.S.

tax credits and incentives, which decreased the effective income tax rate by 5.8 percentage points.

NAST Segment Results of Operations

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

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

(dollars in thousands) 2025 2024 % change 2025 2024 % change

6 unchanged sentences

Income from operations $ 172,878 $ 148,767 16.2 % $ 480,540 $ 398,764 20.5 %

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

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

2025 2024 % change 2025 2024 % change

10 unchanged sentences

(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.

Three Months Ended June 30, 2025, Compared to the Three Months Ended June 30, 2024

Three Months Ended September 30, 2025, Compared to the Three Months Ended September 30, 2024

Total revenues and direct costs.

NAST total revenues and direct costs decreased primarily due to lower fuel surcharges in our truckload services driven by a year-over-year decline in diesel fuel prices.

This decline was partially offset by an increase in transportation rates and increased LTL volumes.

As capacity continues to exit the market, this shift has contributed to a modest year-over-year increase in transportation rates.

Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, increased approximately 3.5 percent in the second quarter of 2025 compared to the second quarter of 2024.

Our truckload linehaul cost per mile, excluding fuel surcharges, also increased approximately 3.5 percent in the second quarter of 2025 compared to the second quarter of 2024.

NAST total revenues and direct costs increased primarily due to higher truckload and LTL volumes.

This increase was largely offset by a decline in transportation rates and fuel surcharges within our truckload services, driven by the continued soft market conditions and decline in diesel fuel prices in the third quarter of 2025.

Our average truckload linehaul rate per mile charged to customers, which excludes fuel surcharges, decreased approximately 1.5 percent in the third quarter of 2025 compared to the third quarter of 2024.

Our truckload linehaul cost per mile, excluding fuel surcharges, also decreased approximately 1.5 percent in the third quarter of 2025 compared to the third quarter of 2024.

Gross profits and adjusted gross profits.

NAST adjusted gross profits increased due to higher adjusted gross profits per transaction in truckload and LTL services along with increased volume in our LTL services.

The improvement in truckload services was driven by the continued advancement of our dynamic pricing and costing capabilities.

These advancements have allowed us to respond more rapidly to market fluctuations through more frequent and precise pricing discovery.

NAST adjusted gross profits increased driven by higher adjusted gross profit per transaction in LTL services and increased volume in both LTL and truckload services.

The improvement in LTL adjusted gross profit per transaction reflects the continued advancement of our dynamic pricing and costing capabilities.

We continued to drive volume growth in our portfolio across several key industries including retail, energy, automotive, and healthcare.

Operating expenses.

NAST personnel expenses decreased driven by cost optimization efforts and productivity improvements, including lower average employee headcount.

NAST other SG&A expenses increased primarily due to higher allocated corporate expenses and higher credit losses.

These increases were partially offset by reductions across several expense categories.

In addition to the above, NAST personnel expenses in the second quarter of 2025 included $0.7 million of severance and related personnel expenses related to our 2025 Restructuring Program.

The second quarter of 2024 included $4.8 million of severance and related personnel expenses.

We also incurred $3.8 million of restructuring related other SG&A expenses in the second quarter of 2024.

NAST other SG&A expenses increased primarily due to higher allocated corporate expenses, partially offset by lower claims expense.

In addition to the above, NAST personnel expenses in the third quarter of 2025 included $1.2 million of severance and related personnel expenses related to our 2025 Restructuring Program.

The third quarter of 2024 included $1.2 million of severance and related personnel expenses.

We also incurred $0.6 million of restructuring related other SG&A expenses in the third quarter of 2024.

These expenses were both associated with our 2024 Restructuring Program.

Refer to Note 13, Restructuring , and Note 14, Divestitures , for further discussion related to our restructuring programs and the divestiture of our Europe Surface Transportation business.

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

The operating expenses of NAST and all other segments include allocated corporate expenses.

1 unchanged sentence

Remaining corporate allocations, including corporate functions and technology related expenses, are included within each segment’s other SG&A expenses, and are allocated based upon relevant segment operating metrics.

Six Months Ended June 30, 2025, Compared to the Six Months Ended June 30, 2024

Nine Months Ended September 30, 2025, Compared to the Nine Months Ended September 30, 2024

Total revenues and direct costs.

NAST total revenues and direct costs decreased driven primarily due to lower fuel surcharges in our truckload services driven by a year-over-year decline in diesel fuel prices and lower volume in truckload services.

These declines were partially offset by higher transportation rates and increased LTL volumes.

As capacity continues to exit the market, this shift has contributed to a modest year-over-year increase in transportation rates.

NAST total revenues and direct costs decreased primarily due to lower fuel surcharges and lower volume in our truckload services.

The decrease in fuel surcharges was driven by a year-over-year decrease in diesel fuel prices.

These declines were partially offset by increased LTL volumes and a modest increase in transportation rates during the first half of 2025.

Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, increased approximately 1.0 percent.

1 unchanged sentence

Gross profits and adjusted gross profits.

NAST adjusted gross profits increased driven by higher adjusted gross profits per transaction in both truckload and LTL services.

The improvement in truckload services was driven by the continued advancement of our dynamic pricing and costing capabilities.

NAST adjusted gross profits increased driven by higher adjusted gross profit per transaction in both truckload and LTL services.

The improvement was driven by the continued advancement of our dynamic pricing and costing capabilities.

These advancements have allowed us to respond more rapidly to market fluctuations through more frequent and precise pricing discovery.

1 unchanged sentence

NAST personnel expense decreased driven by cost optimization efforts and productivity improvements, including lower average employee headcount.

NAST other SG&A expenses increased primarily due to higher allocated corporate expenses and higher credit losses.

These increases were partially offset by reductions across several expense categories.

In addition to the above, NAST personnel expenses in the six months ended June 30, 2025 included $0.7 million of severance and related personnel expenses related to our 2025 Restructuring Program.

We also incurred $7.8 million of severance and related personnel expenses and $5.7 million of restructuring related other SG&A expenses in the six months ended June 30, 2024.

NAST other SG&A expenses increased primarily due to higher allocated corporate expenses.

These increases were partially offset by lower expenditures on purchased services, including contingent worker expenses, and lower occupancy expense.

In addition to the above, NAST personnel expenses in the nine months ended September 30, 2025 included $1.9 million of severance and related personnel expenses related to our 2025 Restructuring Program.

We also incurred $9.0 million of severance and related personnel expenses and $6.2 million of restructuring related other SG&A expenses in the nine months ended September 30, 2024.

These expenses were both associated with our 2024 Restructuring Program.

Global Forwarding Segment Results of Operations

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

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

(dollars in thousands) 2025 2024 % change 2025 2024 % change

6 unchanged sentences

Income from operations $ 49,021 $ 88,115 (44.4) % $ 143,294 $ 160,649 (10.8) %

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

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

2025 2024 % change 2025 2024 % change

12 unchanged sentences

(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.

Three Months Ended June 30, 2025, Compared to the Three Months Ended June 30, 2024

Three Months Ended September 30, 2025, Compared to the Three Months Ended September 30, 2024

Total revenues and direct costs.

Global Forwarding total revenues and direct costs decreased in the second quarter of 2025 compared to the second quarter of 2024.

This decrease was primarily attributable to lower pricing and reduced purchased transportation costs in ocean services, as well as volume declines in both ocean and air freight services.

In the second quarter of 2024, ocean and air freight rates were elevated due to market disruptions that strained ocean capacity including re-routing and extended transit times resulting from the Red Sea conflict, container shortages, and worsening port congestion in certain regions of the world.

These disruptions also led to ocean freight conversions to air freight in the second quarter of 2024.

Global Forwarding total revenues and direct costs decreased significantly in the third quarter of 2025 compared to the third quarter of 2024.

This decrease was primarily attributable to significantly lower pricing and purchased transportation costs in ocean services, along with reduced volumes in all services.

In the third quarter of 2024, ocean freight rates were elevated due to the volatile market conditions driven by re-routing and extended transit times caused by the Red Sea conflict, along with increasing challenges related to port worker strikes, equipment shortages, and worsening port congestion.

These issues combined with traditional peak season volumes and severe weather events, significantly elevated ocean freight rates and purchased transportation costs in the third quarter of 2024.

Market conditions in the third quarter of 2025 continued to be volatile driven by the evolving tariff landscape.

Gross profits and adjusted gross profits.

Global Forwarding adjusted gross profits increased in the second quarter of 2025 driven by higher adjusted gross profits per transaction in customs and air freight services.

The improvement in customs was largely attributable to increased duty advance fees, reflecting elevated global tariff rates while the improvement in air freight services was driven by improved pricing discipline.

These increases were partially offset by lower volumes and lower adjusted gross profits per transaction in our ocean services, which were impacted by the volatile market conditions and shifting trade policies discussed in the market and business trends sections.

Global Forwarding adjusted gross profits decreased in the third quarter of 2025 driven by significantly lower adjusted gross profit per shipment in ocean freight services, along with reduced volumes in all services.

The decrease in adjusted gross profit per shipment in ocean services was driven by the significant reduction in market pricing in the third quarter of 2025 compared to the third quarter of 2024.

This decrease was partially offset by an increase in customs driven by higher duty advance fees, reflecting elevated global tariff rates.

Operating expenses.

Personnel expenses decreased driven by cost optimization efforts and productivity improvements, including lower average employee headcount.

Global Forwarding other SG&A expenses decreased with reductions across several expense categories.

In addition to the above, Global Forwarding personnel expenses for the second quarter of 2025 included $2.6 million of severance and related personnel expenses.

These expenses were associated with our 2025 Restructuring Program.

Personnel expenses for the second quarter of 2024 included $2.2 million of severance and related personnel expenses.

We also incurred $1.3 million in other SG&A expenses in the second quarter of 2024.

Personnel expenses increased slightly driven by an increase in severance and related personnel expenses related to our 2025 Restructuring Program which were offset by decreases from cost optimization efforts and productivity improvements, including lower average employee headcount, in addition to lower incentive compensation.

Global Forwarding other SG&A expenses decreased driven by lower claims expense.

In addition to the above, Global Forwarding personnel expenses for the third quarter of 2025 included $8.4 million of severance and related personnel expenses.

We also incurred $0.1 million in other SG&A expenses the third quarter of 2025.

These expenses were both associated with our 2025 Restructuring Program.

Personnel expenses for the third quarter of 2024 included $0.5 million of severance and related personnel expenses.

We also incurred $0.9 million in other SG&A expenses in the third quarter of 2024.

These expenses were both associated with our 2024 Restructuring Program.

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

Six Months Ended June 30, 2025, Compared to the Six Months Ended June 30, 2024

Nine Months Ended September 30, 2025, Compared to the Nine Months Ended September 30, 2024

Total revenues and direct costs.

Global Forwarding total revenues and direct costs decreased, driven by lower pricing and purchased transportation costs in ocean services, as well as volume declines in air freight services.

In the six months ended June 30, 2024, ocean freight rates were elevated as a result of ongoing disruptions, including the Red Sea conflict, which strained capacity and increased ocean freight rates.

These disruptions also led to ocean freight conversions to air freight in the six months ended June 30, 2024.

Global Forwarding total revenues and direct costs decreased, driven by significantly lower pricing and purchased transportation costs in ocean services, as well as volume declines in both ocean and air freight services.

In the nine months ended September 30, 2024, ocean freight rates were elevated driven by persistent market disruptions, including the Red Sea conflict, which strained capacity and led to re-routing and extended transit times.

These conditions along with port worker strikes, equipment shortages, worsening port congestion, and severe weather events all contributed to elevated ocean freight rates in the nine months ended September 30, 2024.

While similar capacity constraints persisted during the nine months ended September 30, 2025, the period has also experienced volatility driven by the evolving tariff landscape.

This volatility led to short-lived spikes in demand and pricing although elevated capacity levels and weak consumer sentiment have ultimately driven down ocean freight rates and purchased transportation costs in the nine months ended September 30, 2025.

Gross profits and adjusted gross profits.

Global Forwarding adjusted gross profits increased driven by higher adjusted gross profits per transaction in customs and air freight services.

These increases were partially offset by lower volumes in air freight and ocean services driven by the volatile market conditions and shifting trade policies outlined in the market trends section above.

Global Forwarding adjusted gross profits decreased driven by lower adjusted gross profit per shipment in ocean services and reduced volumes in both ocean and air freight services.

The decline in adjusted gross profit per shipment in ocean services was driven by excess capacity and weak consumer sentiment, which contributed to sluggish industry volumes in the nine months ended September 30, 2025.

This compared to elevated adjusted gross profit per shipment in the nine months ended September 30, 2024 due to the disruptions facing the global forwarding market in the prior year.

Partially offsetting the decline was an increase in customs adjusted gross profits driven by higher duty advance fees reflecting elevated global tariff rates in the nine months ended September 30, 2025.

Operating expenses.

Personnel expenses decreased driven by cost optimization efforts and productivity improvements, including lower average employee headcount.

Other SG&A expenses decreased with reductions across several expense categories, partially offset by higher allocated corporate expenses.

In addition to the above, Global Forwarding personnel expenses for the six months ended June 30, 2025 included $2.6 million of severance and related personnel expenses.

These expenses were associated with our 2025 Restructuring Program.

Personnel expenses for the six months ended June 30, 2024 included $5.4 million of severance and related personnel expenses.

We also incurred $1.6 million of other SG&A expenses in the six months ended June 30, 2024.

Personnel expenses decreased driven by cost optimization efforts and productivity improvements, including lower average employee headcount, in addition to lower incentive compensation.

Other SG&A expenses decreased with reductions across several expense categories, most notably lower claims expense.

In addition to the above, Global Forwarding personnel expenses for the nine months ended September 30, 2025 included $11.0 million of severance and related personnel expenses.

We also incurred $0.1 million in other SG&A expenses the nine months ended September 30, 2025.

These expenses were both associated with our 2025 Restructuring Program.

Personnel expenses for the nine months ended September 30, 2024 included $5.9 million of severance and related personnel expenses.

We also incurred $2.4 million of other SG&A expenses in the nine months ended September 30, 2024.

These expenses were both associated with our 2024 Restructuring Program.

All Other and Corporate Segment Results of Operations

All Other and Corporate includes 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.

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

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

(dollars in thousands) 2025 2024 % change 2025 2024 % change

Total revenues $ 384,805 $ 568,834 (32.4) % $ 1,208,753 $ 1,694,411 (28.7) %

Income (loss) from operations 598 (3,994) N/M (9,163) (17,308) (47.1) %

Loss from operations (1,063) (56,763) (98.1) % (10,226) (74,071) (86.2) %

Adjusted gross profits (1)

5 unchanged sentences

(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.

Three Months Ended June 30, 2025, Compared to the Three Months Ended June 30, 2024

Three Months Ended September 30, 2025, Compared to the Three Months Ended September 30, 2024

Total revenues and direct costs.

1 unchanged sentence

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

Partially offsetting this decrease was an increase in total revenues and direct costs in our Robinson Fresh business driven by higher average pricing with retail customers.

Additionally, total revenues and direct costs in our Robinson Fresh business decreased driven by lower average pricing with our retail customers.

Gross profits and adjusted gross profits.

Robinson Fresh adjusted gross profits increased due to an increase in integrated supply chain solutions for retail and foodservice customers.

Managed Solutions adjusted gross profits increased modestly compared to the prior year.

Other Surface Transportation adjusted gross profits decreased resulting from the divestiture of our Europe Surface Transportation business.

Robinson Fresh adjusted gross profits increased due to an increase in integrated supply chain solutions for foodservice customers.

Managed Solutions adjusted gross profits increased due to an increase in freight under management.

Other Surface Transportation adjusted gross profits decreased as a result of the divestiture of our Europe Surface Transportation business.

Restructuring, lease impairment charge, and divestiture expenses.

All Other and Corporate personnel expenses in the second quarter of 2025 included $0.6 million of severance and related personnel expenses from our 2025 Restructuring Program and $0.4 million of other SG&A expenses resulting from restructuring and the divestiture of our Europe Surface Transportation business.

Personnel expenses in the second quarter of 2024 included $2.5 million of severance and related personnel expenses from our 2024 Restructuring Program.

We also incurred $0.6 million of other SG&A expenses related to the 2024 Restructuring Program in the second quarter of 2024.

Refer to Note 13, Restructuring, for further discussion related to our restructuring programs, and Note 14, Divestitures , for further discussion related to the divestiture of our Europe Surface Transportation business.

Six Months Ended June 30, 2025, Compared to the Six Months Ended June 30, 2024

All Other and Corporate personnel expenses in the third quarter of 2025 included $0.1 million of severance and related personnel expenses associated with our 2025 Restructuring Program.

Other SG&A expenses also included net favorable post-closing working capital adjustments of $0.2 million resulting from the divestiture of our Europe Surface Transportation business.

Personnel expenses in the third quarter of 2024 included $1.2 million of severance and related personnel expenses primarily associated with our 2024 Restructuring Program.

We also incurred $57.1 million of other SG&A expenses in the third quarter of 2024 that included a $57.0 million loss related to the divestiture of our Europe Surface Transportation business.

Refer to Note 13, Restructuring, for further discussion related to our 2025 and 2024 Restructuring Programs.

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

Nine Months Ended September 30, 2025, Compared to the Nine Months Ended September 30, 2024

Total revenues and direct costs.

Total revenues and direct costs decreased driven by the divestiture of our Europe Surface Transportation business on February 1, 2025.

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

Partially offsetting this decrease was an increase in total revenues and direct costs in our Robinson Fresh business driven by higher average pricing with retail customers.

Partially offsetting this decrease in total revenues was an increase in total revenues in our Robinson Fresh business driven by higher volumes from retail and foodservice customers.

Gross profits and adjusted gross profits.

Robinson Fresh adjusted gross profits increased due to an increase in integrated supply chain solutions for retail and foodservice customers.

Managed Solutions adjusted gross profits decreased due to lower transaction volume.

Other Surface Transportation adjusted gross profits decreased resulting from the divestiture of our Europe Surface Transportation business.

Managed Solutions adjusted gross profits increased driven by an increase in freight under management.

Other Surface Transportation adjusted gross profits decreased as a result of the divestiture of our Europe Surface Transportation business.

Restructuring, lease impairment charge, and divestiture expenses.

Personnel expenses in the six months ended June 30, 2025, included $1.8 million of severance and related personnel expenses associated with the divestiture of our Europe Surface Transportation business and our 2025 Restructuring Programs.

We incurred $1.6 million in other SG&A expenses in the six months ended June 30, 2025 related to the divestiture of our Europe Surface Transportation business.

Personnel expenses in the six months ended June 30, 2024, included $4.2 million of severance and related personnel expenses.

We also incurred $3.5 million of other SG&A expenses in the six months ended June 30, 2024.

These expenses were associated with our 2024 Restructuring Program.

Personnel expenses in the nine months ended September 30, 2025, included $1.9 million of severance and related personnel expenses associated with the divestiture of our Europe Surface Transportation business and our 2025 Restructuring Programs.

We incurred $1.4 million in other SG&A expenses in the nine months ended September 30, 2025 related to the divestiture of our Europe Surface Transportation business.

We also incurred $6.3 million of other SG&A expenses in the nine months ended September 30, 2025 resulting from an impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.

Personnel expenses in the nine months ended September 30, 2024, included $5.4 million of severance and related personnel expenses associated with our 2024 Restructuring Program.

We also incurred $60.6 million of other SG&A expenses in the nine months ended September 30, 2024, that included a $57.0 million loss related to the divestiture of our Europe Surface Transportation business.

LIQUIDITY AND CAPITAL RESOURCES

1 unchanged sentence

In addition, we maintain the following debt facilities as described in Note 4, Financing Arrangements (in thousands):

Description Carrying Value as of June 30, 2025 Borrowing Capacity Maturity

Description Carrying Value as of September 30, 2025 Borrowing Capacity Maturity

Revolving credit facility $ — $ 1,000,000 November 2027

2 unchanged sentences

Receivables Securitization Facility (1)

431,917 500,000 November 2025

260,599 500,000 August 2027

Senior Notes (1)

4 unchanged sentences

We expect to use our current debt facilities and potentially other indebtedness incurred in the future to assist us in continuing to fund working capital, capital expenditures, possible acquisitions, dividends, share repurchases or other investments.

Cash and cash equivalents totaled $156.0 million as of June 30, 2025, and $145.8 million as of December 31, 2024.

Cash and cash equivalents held outside the United States totaled $146.2 million as of June 30, 2025, and $134.0 million as of December 31, 2024.

Cash and cash equivalents totaled $136.8 million as of September 30, 2025, and $145.8 million as of December 31, 2024.

Cash and cash equivalents held outside the United States totaled $135.3 million as of September 30, 2025, and $134.0 million as of December 31, 2024.

We prioritize our investments to grow our market share and expand globally in key industries, trade lanes, and geographies, and to digitize our customer, carrier, and internal tools to support our organic growth.

1 unchanged sentence

The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Sources (uses) of cash:

2 unchanged sentences

Proceeds from divestiture 27,737 —

Cash provided by (used for) investing activities (8,504) (41,811)

Cash used for investing activities (27,124) (59,099)

Repurchase of common stock (240,257) —

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

Net (payments) borrowings on debt (24,000) 28,000

Net payments on debt (195,000) (20,000)

Other financing activities 54,094 56,012

3 unchanged sentences

Cash flows from operating activities.

In the prior year, cash flows from operating activities were negatively impacted by increasing ocean freight rates resulting in a significant increase in net operating working capital which negatively impacted cash flows from operating activities.

In the current year, our improved net income and a decrease in net operating working capital drove a significant improvement in cash flows from operating activities in the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

In the prior year, cash flows from operating activities were negatively impacted by increasing ocean freight rates resulting in a significant increase in net operating working capital.

In the current year, our improved net income and rapidly declining ocean freight rates drove a significant improvement in cash flows provided by operating activities in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

We continue to closely monitor credit and collections activities and the quality of our accounts receivable balance to minimize risk as well as work with our customers to facilitate the movement of goods across their supply chains while also ensuring timely payment.

5 unchanged sentences

Cash flows from financing activities.

Net cash used for financing activities increased significantly in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, driven by an increase in cash returned to shareholders.

In the six months ended June 30, 2025 we resumed share repurchases under our board authorization and increased our annual dividend to shareholders.

Common stock surrendered to satisfy minimum statutory tax obligations under our stock incentive plans also increased compared to the prior year.

Despite the increase in cash returned to shareholders, we also reduced our outstanding borrowings on debt.

Net cash used for financing activities increased significantly in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, driven by an increase in cash returned to shareholders and payments on outstanding borrowings.

In the nine months ended September 30, 2025 we resumed share repurchases under our board authorization and increased our annual dividend to shareholders.

Despite the increase in cash returned to shareholders our strong cash flow from operations allowed us to reduce our outstanding borrowings on debt.

The number of shares we repurchase, if any, during future periods will vary based on our cash position, other potential uses of our cash, and market conditions.

Over the long term, we remain committed to our quarterly dividend and share repurchases to enhance shareholder value.

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;

however, the company currently expects to execute the share repurchase program over a period of approximately three years.

Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.

2 unchanged sentences

We also believe we could obtain funds under lines of credit or other forms of indebtedness on short notice, if needed.

As of June 30, 2025, we were in compliance with all of the covenants under our debt agreements.

As of September 30, 2025, we were in compliance with all of the covenants under our debt agreements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Refer to Note 1, Basis of Presentation , contained in this Quarterly Report and in the company's 2024 Annual Report on Form 10-K for a discussion of recently issued accounting pronouncements.

Refer to Note 1, Basis of Presentation , contained in this Quarterly Report for a discussion of recently issued accounting pronouncements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Refer to the company's 2024 Annual Report on Form 10-K for a complete discussion regarding our critical accounting policies and estimates.

As of June 30, 2025, there were no material changes to our critical accounting policies and estimates.

As of September 30, 2025, there were no material changes to our critical accounting policies and estimates.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to the company’s 2024 Annual Report on Form 10-K for a discussion on the company’s market risk.

As of June 30, 2025, there were no material changes in market risk from those disclosed in the company’s 2024 Annual Report on Form 10-K.

As of September 30, 2025, there were no material changes in market risk from those disclosed in the company’s 2024 Annual Report on Form 10-K.

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 2. Management’s Discussion and Analysis