What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-14 · 199 added, 117 removed, 1029 unchanged (23% of the section changed)

150 unchanged sentences

Net income 587,081 465,690 325,129

Other comprehensive (loss) income ( 29,456 ) 7,914 ( 27,726 )

Other comprehensive income (loss) 32,728 ( 29,456 ) 7,914

Comprehensive income

23 unchanged sentences

Foreign currency adjustments

( 27,726 ) ( 27,726 )

Dividends declared, $ 2.44 per share

7 unchanged sentences

Foreign currency adjustments

( 29,456 ) ( 29,456 )

Dividends declared, $ 2.46 per share

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Stock-based compensation expense — — 84,590 — 84,590

Repurchase of common stock ( 646 ) ( 65 ) ( 62,713 ) ( 62,778 )

Balance December 31, 2024 118,664 11,866 775,054 5,786,337 ( 110,402 ) ( 4,740,804 ) 1,722,051

5 unchanged sentences

Stock-based compensation expense — — 80,070 — 80,070

Repurchase of common stock ( 3,094 ) ( 309 ) ( 355,954 ) ( 356,263 )

Balance, December 31, 2025 118,429 $ 11,843 $ 734,261 $ 6,071,118 $ ( 77,674 ) $ ( 4,893,901 ) $ 1,845,647

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Purchases and development of software ( 50,915 ) ( 51,635 ) ( 54,122 )

Acquisitions, net of cash acquired ( 11,864 ) — —

Proceeds from divestiture 27,737 — —

Proceeds from sale of property and equipment — — 1,324

12 unchanged sentences

Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale 4,333 10,545 ( 71,958 )

net increase in cash and cash equivalents within assets held for sale ( 10,307 ) — —

net decrease (increase) in cash and cash equivalents within assets held for sale 10,776 ( 10,307 ) —

Cash and cash equivalents, beginning of year

3 unchanged sentences

Supplemental cash flow disclosures

Cash paid for income taxes $ 131,827 $ 155,936 $ 429,096

Cash paid for interest 63,209 86,124 92,571

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_________________________________________

(1) Includes $ 3.7 million of net property and equipment for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets as of December 31, 2024.

(1) Includes $ 3.7 million of net property and equipment for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the consolidated balance sheets as of December 31, 2024.

Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

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December 31, 2024 balance (1)

1,179,444 202,498 75,617 1,457,559

Acquisitions 14,259 — — 14,259

Divestitures (2)

— — ( 28,697 ) ( 28,697 )

Foreign currency translation 8,390 5,974 491 14,855

1 unchanged sentence

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(1) Includes $ 28.6 million of goodwill for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets.

(1) Includes $ 28.6 million of goodwill for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the consolidated balance sheets.

Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

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

In connection with the sale, we disposed of goodwill included in the Europe Surface Transportation disposal group.

Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate the asset might be impaired.

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If the Step Zero Analysis indicates it is more likely than not the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”).

On July 27, 2024, we entered into an agreement to sell our Europe Surface Transportation business.

The sale included all assets and liabilities of the Europe Surface Transportation business other than its proprietary technology platform (the “disposal group”).

As a result of the divestiture, the Europe Surface Transportation disposal group was classified as held for sale as of December 31, 2024.

We have tested the goodwill of the Europe Surface Transportation reporting unit as of December 31, 2024, by performing a Step One Analysis, before measuring the fair value of the disposal group to be presented as held for sale and determined that the $ 28.6 million goodwill balance was not impaired.

Our Europe Surface Transportation Step One Analysis was completed using a combination of the market approach and a discounted cash flow analysis.

The market approach was completed to determine the fair value of the Europe Surface Transportation business, excluding its proprietary technology platform, and was equal to the agreed-upon sale price of the business.

As the sale does not include a technology platform necessary to run the business, a discounted cash flow analysis was completed to determine the fair value of the Europe Surface Transportation proprietary technology platform.

The computed fair value of the reporting unit exceeded its carrying value.

As noted in Note 15, Divestitures , the sale of the Europe Surface Transportation disposal group was completed with an effective date of February 1, 2025.

As part of our annual Step Zero Analysis performed in 2024 for all other reporting units, there were no factors identified suggesting that it was more likely than not that the fair value was less than their respective carrying value.

As such, a Step One Analysis was not completed for any other reporting units and no goodwill or intangible asset impairment has been recorded in any previous or current period presented.

As part of our annual Step Zero Analysis performed in 2025, there were no factors identified suggesting that it was more likely than not that the fair value was less than their respective carrying value.

As such, a Step One Analysis was not completed and no impairment has been recorded in any previous or current period presented.

Identifiable intangible assets consisted of the following as of December 31 (in thousands):

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_________________________________________

(1) Amounts as of December 31, 2024, include $ 2.7 million of net intangible assets for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets.

Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

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2027 1,310 — 1,310

Total $ 9,574

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We measured the disposal group at its fair value less costs incurred to sell and recorded a $ 44.5 million pre-tax loss on the disposal group in twelve months ended December 31, 2024.

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

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.

The sale closed with an effective date of February 1, 2025.

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

Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

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” 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 were not material as of and for the twelve months ended December 31, 2024.

The impact of foreign currency forward contracts were not material as of and for the twelve months ended December 31, 2025 and 2024.

We had no other Level 2 or Level 3 assets or liabilities as of and during the periods ended December 31, 2025 or 2024.

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Receivables Securitization Facility (1)

5.23 % 6.25 % November 2025 446,792 499,542

4.59 % 5.23 % August 2027 166,654 446,792

Senior Notes (1)

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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.

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The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.

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

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 currently utilized for standby letters of credit related to insurance collateral as of December 31, 2025.

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income tax returns before 2021.

The company is no longer indefinitely reinvested with regard to the unremitted earnings of any foreign subsidiaries.

The company remains indefinitely reinvested related to other taxable differences that may exist with regard to these subsidiaries.

The Company is no longer indefinitely reinvested with respect to the unremitted earnings of any foreign subsidiaries.

However, the Company continues to assert indefinite reinvestment with respect to certain other outside‑basis temporary differences related to those subsidiaries.

It is not practicable for the Company to estimate the amount of unrecognized deferred tax liability associated with other outside-basis temporary differences.

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

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We are subject to these rules in certain jurisdictions in which we operate, and any expected tax impacts have been included in our results.

As rules for more jurisdictions will become effective in 2025, we will continue to evaluate the impact of enacted and pending legislation to Pillar Two Model Rules in the tax jurisdictions we operate in.

Recent OECD administrative guidance introduced a new “Side‑by‑Side” framework under Pillar Two, including a Side‑by‑Side Safe Harbor that can significantly reduce or eliminate top‑up taxes for multinational groups headquartered in eligible jurisdictions.

The guidance that was released in early January 2026 adds clarity around the application of the global minimum tax rules, including new safe harbors and simplified compliance measures intended to ease the Pillar Two reporting and calculation burden for affected companies.

The Company is currently reviewing this new guidance to evaluate potential implications for our global tax profile, operational structures, and reporting obligations beginning in 2026.

The rules implemented for the tax year 2025 did not result in additional tax for the Company.

Income before provision for income taxes consisted of (in thousands):

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however, actual settlements may differ from amounts accrued.

As of December 31, 2024, we had $ 23.5 million of unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized.

As of December 31, 2025, December 31, 2024, and December 31, 2023, we had unrecognized tax benefits and related interest and penalties of $ 34.9 million, $ 23.5 million, and $ 20.1 million, respectively, all of which would affect our effective tax rate if recognized.

In the unlikely event these unrecognized tax benefits and related interest and penalties were recognized fully in 2025, the impact to the annual effective tax rate would have been 4.8 percent.

We are not aware of any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly increase or decrease in the next 12 months.

The total liability for unrecognized tax benefits is expected to decrease by approximately $ 1.1 million in the next 12 months due to lapsing of statutes.

We recognize interest and penalties related to uncertain tax positions in the provision for income taxes.

During the years ended December 31, 2025, 2024, and 2023, we recognized approximately $ 0.9 million, $ 0.7 million, and $ 0.7 million in interest and penalties, respectively.

We had approximately $ 3.7 million and $ 3.2 million for the payment of interest and penalties related to uncertain tax positions accrued within noncurrent income taxes payable as of December 31, 2024 and 2023, respectively.

We had approximately $ 5.3 million and $ 3.7 million for the payment of interest and penalties related to

uncertain tax positions accrued within noncurrent income taxes payable as of December 31, 2025 and 2024, respectively.

These amounts are not included in the reconciliation above.

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Total provision $ 135,376 $ 113,514 $ 84,057

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

Twelve Months Ended December 31,

A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate after the adoption of ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosure , is as follows (dollars in thousands):

Year Ended December 31, 2025

federal statutory rate $ 151,716 21.0 %

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects 2,186 0.3

Effect of cross-border tax laws (net of foreign tax credits)

Subpart F income ( 12,038 ) ( 1.7 )

Global intangible low-taxed income 7,217 1.0

Other ( 3,251 ) ( 0.5 )

Tax credits ( 2,964 ) ( 0.4 )

Changes in valuation allowances ( 6,274 ) ( 0.9 )

Nontaxable or nondeductible items

Share-based payment awards ( 31,818 ) ( 4.4 )

Section 162(m) limitations on compensation 14,034 1.9

Other 2,576 0.4

Changes in unrecognized tax benefits 7,664 1.1

Other adjustments 1,797 0.3

Effective income tax rate $ 135,376 18.7 %

________________________________

(1) State taxes in Illinois, New Jersey, and Texas make up the majority (greater than 50 percent) of the tax effect in this category.

A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate prior to the adoption of ASU 2023-09 is as follows:

Twelve Months Ended December 31,

Federal statutory rate 21.0 % 21.0 %

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________________________________

(1) The amounts as of December 31, 2023 and 2022 have been adjusted to conform to current year presentation.

(1) Amounts in 2024 relate to the divestiture of our Europe Surface Transportation business.

1 unchanged sentence

Refer to Note 15, Divestitures , for further discussion related to these divestitures.

Income taxes paid (net of refunds received) are presented below (in thousands).

Jurisdictions where income taxes paid exceeded five percent of total income taxes paid (net of refunds received) are disclosed separately.

Twelve Months Ended December 31, 2025

Federal $ 63,714

State and local 13,133

Ireland ( 7,857 )

Total income taxes paid (net of refunds received) $ 95,047

Cash income taxes paid (net of refunds received) were $ 131.8 million and $ 155.9 million for the twelve months ended December 31, 2024 and December 31, 2023, respectively.

Deferred tax assets (liabilities) are comprised of the following (in thousands):

4 unchanged sentences

Accrued expenses 36,432 42,718

Tax credit carryforward — 14,485

Foreign affiliate prepayment 57,121 49,409

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Right-of-use assets ( 50,063 ) ( 64,686 )

Intangible assets ( 868 ) ( 25,773 )

Prepaid assets ( 7,053 ) ( 4,928 )

Foreign withholding tax ( 8,803 ) ( 10,645 )

Other ( 6,910 ) ( 8,649 )

( 8,745 ) ( 7,778 )

Total deferred tax liabilities ( 74,664 ) ( 88,037 )

Net deferred tax assets $ 271,929 $ 288,344

________________________________

(1) The amounts as of December 31, 2024, have been adjusted to conform to current year presentation.

We had foreign net operating loss carryforwards with a tax effect of $ 59.1 million as of December 31, 2025, and $ 69.6 million as of December 31, 2024.

The net operating loss carryforwards will expire at various dates from 2025 to 2030, with certain jurisdictions having indefinite carryforward terms.

The net operating loss carryforwards will expire at various dates through 2042, with certain jurisdictions having indefinite carryforward terms.

We continually monitor and review the foreign net operating loss carryforwards to determine the ability to realize the deferred tax assets associated with the foreign net operating loss carryforwards.

As of December 31, 2024 and 2023, we have recorded a valuation allowance of $ 64.2 million and $ 62.2 million, respectively, against the deferred tax asset related to the foreign operating loss carryforwards that are primarily in Luxembourg.

As of December 31, 2025 and December 31, 2024, we have recorded a valuation allowance of $ 48.8 million and $ 64.2 million, respectively, against the deferred tax asset related to the foreign operating loss carryforwards that are primarily in Luxembourg.

CAPITAL STOCK AND STOCK AWARD PLANS

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Total stock-based compensation expense $ 80,070 $ 84,590 $ 58,169

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

Upon approval of the Plan, no new awards may be made under our 2013 Equity Incentive Plan.

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

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

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

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

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

Shares subject to awards under the Plan or certain of our prior equity incentive 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 4,976,254 shares available for stock awards under the Plan as of December 31, 2025.

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Exercisable as of December 31, 2025 1,687,918 $ 79.84 3.1

There were 162,347 potentially dilutive stock options for 2024 excluded from our diluted net income per share calculations because these securities’ exercise prices were anti-dilutive (e.g., greater than the average market price of our common stock).

There were no potentially dilutive stock options for 2025 excluded from our diluted net income per share calculations because these securities’ exercise prices were anti-dilutive (e.g., greater than the average market price of our common stock).

Information on the intrinsic value of options exercised is as follows (in thousands):

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The following table summarizes activity related to our PSUs as of December 31, 2025:

Number of Restricted Shares and Restricted Stock Units Weighted Average

Number of Restricted

Shares and Restricted

Stock Units Weighted Average

Grant Date Fair Value

1 unchanged sentence

310,479 96.51

Performance-based grant adjustment (2)

Vested ( 125,466 ) 92.13

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(1) Amount represents PSU grants at target.

(2) Amount represents incremental shares issuable for achievement of performance metrics above target.

(2) Includes awards forfeited for not achieving performance targets.

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Date Fair Value (1)

Unvested Performance Shares and Restricted Stock Units

Unvested Performance

Shares and Restricted

December 31, 2023

December 31, 2026 171,761 $ 92.12 23,148 (2)

December 31, 2024 December 31, 2026 312,820 73.43 283,908

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(1) Amount shown is the weighted average grant date fair value of PSUs granted, net of forfeitures.

(2) Remaining unvested PSUs were granted on June 26, 2023, upon the appointment of our President and Chief Executive Officer.

We granted an additional 247,793 PSUs at target in February 2026.

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As of December 31, 2025, there was unrecognized compensation expense of $ 123.9 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.

The amount of future expense to be recognized will be based on the passage of time and contingent upon achieving cumulative three-year dilutive earnings per share targets over their respective performance period.

EMPLOYEE STOCK PURCHASE PLAN.

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2023 Repurchases 645,753 62,778

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.

COMMITMENTS AND CONTINGENCIES

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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.

Robinson Fresh provides sourcing services including the buying, selling, and/or marketing of fresh fruits, vegetables, and other value-added perishable items.

Robinson Fresh provides sourcing services including the buying;

and/or marketing of fresh fruits, vegetables, and other value-added perishable items.

Managed Solutions provides Transportation Management Services, or Managed TMS.

Other Surface Transportation revenues are primarily earned by our Europe Surface Transportation segment.

Europe Surface Transportation provides transportation and logistics services including truckload and LTL transportation services across Europe.

Reportable segment information as of, and for the years ended, December 31, 2024, 2023, and 2022, is as follows (dollars in thousands):

Other Surface Transportation revenues were primarily earned by our Europe Surface Transportation segment which was sold effective February 1, 2025.

Europe Surface Transportation provided transportation and logistics services including truckload and LTL transportation services across Europe.

Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

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

Twelve Months Ended December 31, 2025

1 unchanged sentence

Revenues from external customers $ 11,562,714 $ 3,090,018 $ 14,652,732

Other revenues (1)

Other revenues from external customers (1)

Total consolidated revenues

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Revenues from external customers $ 11,727,539 $ 3,805,018 $ 15,532,557

Other revenues (1)

Other revenues from external customers (1)

Total consolidated revenues

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Revenues from external customers $ 12,471,075 $ 2,997,704 $ 15,468,779

Other revenues (1)

Other revenues from external customers (1)

Total consolidated revenues

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________________________________

(1) Other revenues and 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 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.

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The transaction price for our performance obligation under these arrangements is generally fixed and readily determinable upon contract inception and is not contingent upon the occurrence or non-occurrence of another event.

Approximately eight percent, seven percent, and five percent of our total revenues for the twelve months ended December 31, 2024, 2023, and 2022, respectively, are attributable to buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items.

Approximately nine percent, eight percent, and seven percent of our total revenues for the twelve months ended December 31, 2025, 2024, and 2023, respectively, are attributable to buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items.

Total revenues for these transactions are recognized at a point in time upon completion of our performance obligation, which is generally when the produce is received by our customer.

Approximately three percent, three percent, and two percent of our total revenues for the twelve months ended December 31, 2024, 2023, and 2022, respectively, are attributable to value-added logistics services, such as customs brokerage, fee-based managed solutions, warehousing services, and supply chain consulting and optimization services.

Approximately three percent of our total revenues for the twelve months ended December 31, 2025, 2024, and 2023, respectively, are attributable to value-added logistics services, such as customs brokerage, fee-based managed solutions, warehousing services, and supply chain consulting and optimization services.

Total revenues for these services are recognized over time as we complete our performance obligation.

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Operating lease expense $ 91,228 $ 96,884 $ 100,635

$ 108,834 $ 100,635 $ 92,032

Short-term lease expense 4,323 4,109 5,377

Right-of-use asset impairments (2)

6,855 11,950 —

Total lease expense (3)

$ 102,406 $ 112,943 $ 106,012

(1) Operating lease expense for the twelve months ended December 31, 2024, includes $ 13.0 million of restructuring charges related to rationalization of our facilities footprint including the early termination or abandonment of select office buildings under operating leases.

Refer to Note 14, Restructuring , for further discussion related to our 2024 Restructuring Program.

_______________________________

(1) The twelve months ended December 31, 2024 and December 31, 2023 have been adjusted to conform to current year presentation.

(2) During the twelve months ended December 31, 2025, we recognized a $ 6.3 million impairment charge included in All Other and Corporate resulting from the execution of a sublease agreement on a portion of our Kansas City Regional Center.

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

All other right-of-use asset impairments were associated with restructuring initiatives.

During the twelve months ended December 31, 2024, we recognized $ 12.0 million of impairments associated with restructuring initiatives.

Refer to Note 14, Restructuring , for further discussion related to our restructuring programs.

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

Twelve Months Ended December 31,

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Present value of lease liabilities $ 305,948

_________________________________________

(1) Includes $ 10.5 million of operating lease liabilities for the Europe Surface Transportation disposal group, which is presented within liabilities held-for-sale on the condensed consolidated balance sheets.

Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

ALLOWANCE FOR CREDIT LOSSES

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_________________________________________

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

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

Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

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Accumulated other comprehensive loss is included in the Stockholders’ investment on our consolidated balance sheets.

The recorded balance as of December 31, 2024 and 2023, was $ 110.4 million and $ 80.9 million, respectively, and is comprised solely of foreign currency adjustments, including foreign currency translation.

The recorded balance as of December 31, 2025 and 2024, was $ 77.7 million and $ 110.4 million, respectively, and is comprised primarily of foreign currency adjustments, including foreign currency translation.

Other comprehensive income was $ 32.7 million for the twelve months ended December 31, 2025, driven primarily by fluctuations in the Singapore Dollar, Australian Dollar, and the Euro.

Other comprehensive loss was $ 29.5 million for the twelve months ended December 31, 2024, driven primarily by fluctuations in the Singapore Dollar, Australian Dollar, and the Euro.

Other comprehensive income was $ 7.9 million for the twelve months ended December 31, 2023, driven primarily by fluctuations in the Euro and Polish Zloty.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Standards:

In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses regularly provided to the CODM.

We adopted this standard in the fiscal year ended December 31, 2024, and have retrospectively updated our segment reporting disclosures accordingly in Note 8, Segment Reporting .

In December 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which expands the required disaggregation within the income tax rate reconciliation and by requiring disaggregation of income taxes paid by jurisdiction.

The ASU requires public business entities to provide a more detailed, tabular rate reconciliation using both percentages and amounts, with certain reconciling items disaggregated by nature and/or jurisdiction, and to disclose income taxes paid (net of refunds received) disaggregated between federal, state/local, and foreign jurisdictions.

We adopted ASU 2023‑09 for the fiscal year ended December 31, 2025, and have prospectively updated our income tax disclosures in accordance with the new requirements.

The adoption primarily impacted the presentation and level of disaggregation within the rate reconciliation and income taxes paid disclosures, as reflected in Note 5, Income Taxes .

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):

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.

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

Targeted Improvements to the Accounting for Internal-Use Software .

The ASU modernizes the accounting for internal‑use software by eliminating the previous software project stage model and replacing it with a principles‑based capitalization threshold.

Under the new guidance, entities begin capitalizing internal‑use software costs when management authorizes and commits to funding the project and it is probable that the project will be completed and the software will perform its intended function.

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

Entities may adopt the ASU prospectively, retrospectively, or using a modified retrospective approach, and early adoption is permitted.

The Company is currently evaluating the impact of this ASU on our accounting policies, related capitalization practices, disclosures, and 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, which is intended to reduce the cost and complexity of estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

The ASU introduces a practical expedient that allows entities to assume that current economic conditions as of the balance‑sheet date will remain unchanged for the remaining life of these assets when developing reasonable and supportable forecasts.

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

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

We do not expect the adoption of this ASU to have a material impact on our 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 entities to disaggregate specified natural expense categories within each relevant expense caption presented on the income statement using a tabular footnote disclosure.

The guidance also requires disclosure of qualitative descriptions for any amounts within those captions that are not separately quantified.

The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

The update may be applied either prospectively or retrospectively.

Early adoption is permitted.

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The guidance in this ASU expands the disclosure requirements for income taxes by requiring greater disaggregation of information in the income tax rate reconciliation and disaggregation of income taxes paid by jurisdiction.

The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

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

Entities may adopt the standard either prospectively or retrospectively, and early adoption is permitted.

The Company is currently evaluating the impact of this new guidance on our consolidated financial statements and related disclosures.

RESTRUCTURING

2025 Restructuring Program :

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

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

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

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

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

In 2024, we recognized restructuring charges of $ 45.7 million primarily related to workforce reductions, an impairment of internally developed software, and charges related to reducing our facilities footprint including early termination or abandonment of office buildings under operating leases.

We paid $ 21.6 million of cash related to the 2024 Restructuring Program in the twelve months ended December 31, 2024.

The initiatives included in our 2024 Restructuring Program are complete with the remaining $ 4.0 million of restructuring reserves as of December 31, 2024 expected to be paid in 2025.

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

The program is centered around two key initiatives:

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

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

As a result of this initiative, we have incurred and expect to continue to incur, severance and related personnel costs associated with workforce reductions.

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

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

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

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

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

In 2025, we recognized restructuring charges of $ 30.4 million 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 duration of the 2025 Restructuring Program primarily related to severance and other personnel related costs and impairments related to the early termination or abandonment of facilities under operating leases.

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.

Cash payments related to the 2025 Restructuring Program totaled $ 24.6 million in the twelve months ended December 31, 2025.

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

12 unchanged sentences

Other selling, general, and administrative expenses 384 1,167 62 1,613

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 2025 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)

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________________________________

(1) Amounts are included within accrued expenses - compensation on the consolidated balance sheet as of December 31, 2025.

(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.

2024 Restructuring Program :

In 2022, we announced organizational changes to support our enterprise strategy of accelerating our digital transformation and productivity initiatives.

The initiatives under our 2022 Restructuring Program were completed in 2023.

We paid $ 3.6 million of cash related to the 2022 Restructuring Program in the twelve months ended December 31, 2024.

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

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

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

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

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

We paid $ 3.7 million and $ 21.6 million in the twelve months ended December 31, 2025 and 2024, respectively, related to the 2024 Restructuring Program.

The initiatives under our 2024 Restructuring Program were completed in 2024 and there are no remaining accrued liabilities related to the program.

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

1 unchanged sentence

Severance (1)

$ 14,358 $ 18,872

Other personnel expenses (1)

2 unchanged sentences

________________________________

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

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

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

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

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

Twelve Months Ended December 31, 2023 NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ 1,083 $ 2,176 $ 12,913 $ 16,172

Other selling, general, and administrative expenses 8 197 1,099 1,304

Twelve Months Ended December 31, 2022 NAST Global Forwarding All Other and Corporate Consolidated

Twelve Months Ended December 31, 2024

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ 10,176 $ 6,872 $ 6,809 $ 23,857

Other selling, general, and administrative expenses 6,885 4,694 10,297 21,876

The following table summarizes activity related to our 2022 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)

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Balance, December 31, 2024 3,679 344 4,023

Restructuring charges 12 — 12

Cash payments ( 3,405 ) ( 342 ) ( 3,747 )

3 unchanged sentences

________________________________

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

2022 Restructuring Program :

In 2022, we announced organizational changes to support our enterprise strategy of accelerating our digital transformation and productivity initiatives.

We paid $ 3.6 million of cash related to the 2022 Restructuring Program in the twelve months ended December 31, 2024.

The initiatives under our 2022 Restructuring Program were completed in 2023 and there are no remaining accrued liabilities related to the program.

A summary of charges related to our 2022 Restructuring Program are presented below (in thousands):

Twelve Months Ended December 31,

Severance (1)

Other personnel expenses (1)

Other selling, general, and administrative expenses (2)

Total $ 17,476

________________________________

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

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

The following table summarizes restructuring charges related to our 2022 Restructuring Program by reportable segment for the year ended 2023 (in thousands):

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ 1,083 $ 2,176 $ 12,913 $ 16,172

Other selling, general, and administrative expenses 8 197 1,099 1,304

Europe Surface Transportation Divestiture:

In 2024, we entered into an agreement to sell our Europe Surface Transportation business, which is included in our All Other and Corporate segment.

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

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

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

The sale closed effective February 1, 2025.

As of December 31, 2024, the assets and liabilities of the Europe Surface Transportation disposal group are presented as held for sale at fair value less any direct costs incurred to sell as of December 31, 2024.

We recognized a $ 32.8 million pre-tax loss on the disposal group classified as held for sale in 2024.

In 2024, we entered into an agreement with sennder Technologies GmbH to sell our Europe Surface Transportation business, which was included in our All Other and Corporate segment.

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

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

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.

The sale closed effective February 1, 2025.

We received $ 27.7 million of consideration at closing with additional fixed installment payments due throughout 2026.

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

We recognized transaction related expenses net of post-closing working capital adjustments of $ 2.1 million in the twelve months ended December 31, 2025.

There are no remaining assets and liabilities held for sale as of December 31, 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):

Twelve Months Ended December 31,

Personnel expenses (1)

Other selling, general, and administrative expenses (2)

Income tax benefits (3)

( 359 ) ( 800 )

Total $ 1,749 $ 43,662

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(1) Amounts are included within other selling, general, and administrative expenses in our consolidated statements of operations and comprehensive income and consist primarily of a $ 32.8 million pre-tax loss on the disposal group and direct costs to sell.

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

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

For the twelve months ended December 31, 2024, the amounts consist primarily of a $ 44.5 million loss on the disposal group and direct costs to sell.

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

A summary of assets and liabilities associated with the Europe Surface Transportation disposal group that are held for sale , is presented below (in thousands):

A summary of assets and liabilities associated with the Europe Surface Transportation disposal group that were held for sale, is presented below (in thousands):

December 31, 2024

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

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

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

South American Divestiture:

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

(2) Amounts are included within other selling, general, and administrative expenses in our consolidated statements of operations and comprehensive income and consist primarily of a $ 17.7 million pre-tax loss on the disposal group.

(3) Amounts are included within interest and other income/expense, net in our consolidated statements of operations and comprehensive income.

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

The following table summarizes exit and disposal costs related to our South American divestiture by reportable segment (dollars in thousands):

The following table summarizes exit and disposal costs related to our South American divestiture by reportable segment (in thousands):

Twelve Months Ended December 31, 2023

6 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data