What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-01 compared with 2025-10-31 · 110 added, 338 removed, 503 unchanged (47% of the section changed)

3 unchanged sentences

(unaudited, in thousands, except per share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

4 unchanged sentences

Prepaid expenses and other 123,718 120,402

Assets held for sale — 137,634

Total current assets 3,007,417 2,798,543

16 unchanged sentences

Current lease liabilities 71,662 72,180

Current portion of debt — 455,792

Liabilities held for sale — 67,413

Total current liabilities 1,896,488 1,831,702

22 unchanged sentences

(unaudited, in thousands except per share data)

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

2025 2024 2025 2024

Three Months Ended March 31,

Transportation $ 3,643,711 $ 3,721,915

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Balance March 31, 2026 118,157 $ 11,816 $ 692,567 $ 6,143,464 $ ( 78,105 ) $ ( 5,065,621 ) $ 1,704,121

Net income 152,471 152,471

Foreign currency adjustments 28,085 28,085

Dividends declared, $ 0.62 per share

( 75,702 ) ( 75,702 )

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

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

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

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

Net income 162,987 162,987

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

Dividends declared, $ 0.62 per share

( 75,456 ) ( 75,456 )

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

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

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

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

Outstanding Amount Additional

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Stock-based compensation expense — — 23,146 — 23,146

Repurchase of common stock ( 485 ) ( 48 ) ( 48,722 ) ( 48,770 )

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

Net income 126,251 126,251

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

Dividends declared, $ 0.61 per share

( 74,006 ) ( 74,006 )

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

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

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

Net income 97,229 97,229

Foreign currency adjustments 29,494 29,494

Dividends declared, $ 0.62 per share

( 75,896 ) ( 75,896 )

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

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

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

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(unaudited, in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

OPERATING ACTIVITIES

24 unchanged sentences

Purchases and development of software ( 12,381 ) ( 12,734 )

Cash used for acquisitions ( 150 ) —

Proceeds from divestiture 11,828 27,737

Net cash used for investing activities ( 27,124 ) ( 59,099 )

Net cash (used for) provided by investing activities ( 3,338 ) 11,655

FINANCING ACTIVITIES

10 unchanged sentences

Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale ( 1,206 ) ( 26,596 )

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

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

Cash and cash equivalents, beginning of period 160,871 145,762

19 unchanged sentences

You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2025.

RECENTLY ADOPTED ACCOUNTING STANDARDS

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05 that amends ASC 326, Financial Instruments — Credit Losses:

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

The guidance provides a practical expedient that permits an entity to estimate expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606 by assuming current economic conditions as of the balance sheet date do not change over the remaining life of the asset.

We elected the practical expedient in ASU 2025-05 effective January 1, 2026 and applied the guidance prospectively.

The adoption did not have a material impact on the Company’s consolidated financial statements.

RECENTLY ISSUED ACCOUNTING STANDARDS

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

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

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

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

Early adoption is permitted.

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

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

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

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

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

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.

Early adoption is permitted.

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

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

The Company is currently evaluating the impact of this ASU on our accounting policies, related capitalization practices, disclosures, and consolidated financial statements.

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

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

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

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

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Balance, December 31, 2025 $ 1,202,093 $ 208,472 $ 47,411 $ 1,457,976

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

Foreign currency translation 2,025 ( 639 ) 97 1,483

Divestitures (2)

— — ( 28,697 ) ( 28,697 )

Balance, September 30, 2025

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

Balance, March 31, 2026

$ 1,204,118 $ 207,833 $ 47,508 $ 1,459,459

(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 as of December 31, 2024.

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

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

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

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

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

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

We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”).

1 unchanged sentence

As part of our 2025 annual impairment test, we determined that the fair value of our reporting units exceeded their respective carrying values and our goodwill balance was not impaired.

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

There were no changes in circumstances or events identified in the first quarter of 2026 that would indicate an interim impairment analysis was required for any of our remaining reporting units as of March 31, 2026.

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

September 30, 2025

March 31, 2026

December 31, 2025

2 unchanged sentences

Customer relationships $ 55,000 $ ( 47,798 ) $ 7,202 $ 72,109 $ ( 62,535 ) $ 9,574

$ 72,089 $ ( 59,941 ) $ 12,148 $ 78,280 $ ( 55,984 ) $ 22,296

Indefinite-lived intangibles

1 unchanged sentence

Total intangibles $ 63,600 $ ( 47,798 ) $ 15,802 $ 80,709 $ ( 62,535 ) $ 18,174

_________________________________________

(1) Includes $ 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 as of December 31, 2024.

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

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Amortization expense $ 2,372 $ 2,537

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

NAST Global Forwarding Total

Finite-lived intangible assets as of March 31, 2026 will be amortized over their remaining lives as follows (in thousands):

Remainder of 2026 $ 5,892

______________________________

2027 1,310 — 1,310

Total $ 12,148

(1) All remaining amortization expense for finite-lived intangible assets relates to our NAST reportable segment.

FAIR VALUE MEASUREMENT

Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Accounting guidance on fair value measurements for certain financial assets and liabilities requires assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

• Level 1 — Quoted market prices in active markets for identical assets or liabilities.

2 unchanged sentences

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.

Assets and liabilities held for sale — In 2024, we entered into an agreement to sell our Europe Surface Transportation business.

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

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

The Europe Surface Transportation disposal group was classified as held for sale as of December 31, 2024.

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

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

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

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

Foreign Currency Derivatives — We may seek to manage our exposure to the risk of fluctuations in foreign currency exchange rates through the use of foreign currency forward contracts.

We may seek to manage our exposure to the risk of fluctuations in foreign currency exchange rates through the use of foreign currency forward contracts.

Foreign currency forward contracts are accounted for at fair value with the recognition of all derivative instruments as either assets or liabilities on the balance sheet, and changes in fair value recognized in interest and other income/expenses, net in the consolidated statements of operations and comprehensive income.

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

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

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

The impact of foreign currency forward contracts was not material as of and for the three months ended March 31, 2026.

We had no other assets or liabilities measured at fair value on a recurring basis that were classified as Level 2 or Level 3 as of and during the periods ended March 31, 2026, and December 31, 2025.

There were no transfers between levels during the period.

2 unchanged sentences

Average interest rate as of Carrying value as of

September 30,

2026 December 31,

2024 Maturity September 30,

2025 Maturity March 31,

2026 December 31,

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

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

As of March 31, 2026, the variable rate equaled SOFR plus 1.00 percent.

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

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

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

The fair value of the Notes approximated $ 310.1 million on March 31, 2026.

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

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Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company.

On November 21, 2022, we executed a third amendment to the Note Purchase Agreement to, among other things, facilitate the terms of the Credit Agreement.

On November 21, 2022, we executed the third amendment to the Note Purchase Agreement to among other things, facilitate the terms of the Credit Agreement.

TRADE ACCOUNTS RECEIVABLE SECURITIZATION

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

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

trade accounts receivable with a total availability of $ 500 million as of March 31, 2026.

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

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

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

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

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $ 595.8 million as of March 31, 2026, based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was $ 598.0 million as of March 31, 2026.

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

Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.

The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens or enter into sale and leaseback transactions above certain limits;

and consolidate, or merge or transfer substantially all of our assets and those of our subsidiaries on a consolidated basis.

The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens;

enter into sales and leaseback transactions above certain limits;

and consolidate, merge, or transfer substantially all of our

assets and those of our subsidiaries on a consolidated basis.

It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency.

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In addition to the above financing agreements, we have a $ 35 million discretionary line of credit with U.S.

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

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

Bank of which $ 26.7 million is utilized for standby letters of credit related to insurance collateral as of March 31, 2026.

These standby letters of credit are renewed annually and were undrawn as of March 31, 2026.

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Federal statutory rate 21.0 % 21.0 %

4 unchanged sentences

Foreign tax rate differential 2.7 ( 2.7 )

Business divestitures (1)

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

Section 162(m) limitations on compensation 8.8 1.7

Other 0.2 1.3

Effective income tax rate 11.7 % 13.7 %

____________________________________________

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

Refer to Note 14, Divestitures, for further discussion.

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

Subsequently, multiple sets of administrative guidance have been issued.

Many non-U.S.

tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 (including the European Union Member States) with the adoption of additional components in later years or announced their plans to enact legislation in future years.

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

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

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

The Act also included modifications to the international tax framework.

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

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

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

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

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

As of September 30, 2025, we have $ 42.8 million of unrecognized tax benefits and related interest and penalties.

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

The total liability for unrecognized tax benefits is expected to decrease by approximately $ 1.2 million in the next 12 months due to the lapsing of statutes of limitations.

Certain foreign jurisdictions in which we operate have enacted legislation implementing elements of the Organization for Economic Cooperation and Development’s Pillar Two global minimum tax framework, which generally provides for a minimum tax rate of 15 percent on large multinational enterprises.

We are subject to these rules in certain jurisdictions, and any resulting tax impacts have been reflected in the income tax provision for the periods presented.

As of March 31, 2026, we have $ 38.0 million of unrecognized tax benefits and related interest and penalties.

With few exceptions, we are no longer subject to audits of U.S.

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

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

2025 2024 2025 2024

Stock options $ — $ 1,094 $ — $ 3,258

Three Months Ended March 31,

Stock awards 27,079 21,984

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

There were 4,646,611 shares available for stock awards under the Plan as of September 30, 2025.

There were 4,322,410 shares available for stock awards under the Plan as of March 31, 2026.

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

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

These awards are fully vested and there is no remaining unrecognized compensation expense related to stock options as of March 31, 2026.

The outstanding options have expiration dates between 2026 and 2030.

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We have awarded PSUs on an annual basis to certain key employees.

These PSUs vest over a three-year period based on the achievement of certain dilutive earnings per share, adjusted gross profits, and adjusted operating margin targets.

These PSUs vest over a three-year period based on the achievement of certain cumulative dilutive earnings per share targets.

These PSUs contain an upside opportunity of up to 200 percent of target contingent upon obtaining certain targets mentioned above over their respective performance period.

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These awards have been expensed on the date of grant.

As of September 30, 2025, there was unrecognized compensation expense of $ 182.0 million related to previously granted stock awards assuming maximum achievement is obtained on our PSUs.

As of March 31, 2026, there was unrecognized compensation expense of $ 241.8 million related to previously granted stock awards assuming maximum achievement is obtained on our PSUs.

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

3 unchanged sentences

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

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

Shares purchased

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It also guides the allocation of resources, including employees, technology investments, and capital resource investments to each segment.

Additionally, operating income is also an important measure of our ability to maintain pricing discipline and driving profitable growth while effectively serving our customers and contract carriers.

Additionally, operating income is also an important measure of our ability to maintain pricing discipline and drive profitable growth while effectively serving our customers and contract carriers.

We consider operating income to be our primary performance metric.

1 unchanged sentence

We identify two reportable segments with all other segments included in “All Other and Corporate” as follows:

• North American Surface Transportation— NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico.

• North American Surface Transportation:

NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico.

The primary services provided by NAST are truckload and less than truckload (“LTL”) transportation services.

• Global Forwarding— Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Oceania, South America, and the Middle East and also contracts with independent agents worldwide.

• Global Forwarding:

Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Oceania, South America, and the Middle East and also contracts with independent agents worldwide.

The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.

• All Other and Corporate— 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.

• All Other and Corporate:

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.

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The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies located in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

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

Three Months Ended September 30, 2025

NAST Global Forwarding Total

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

Other revenues from external customers (1)

Total consolidated revenues

Less significant segment expenses:

Purchased transportation and related services (2)

2,521,555 594,592

Personnel expenses (2)

162,086 92,507

Other selling, general, and administrative expenses (2)

109,175 50,227

Segment operating income 172,878 49,021 221,899

Other operating income (loss) (1)

Total consolidated operating income

Interest and other income/expenses, net

Income before provision for income taxes

Three Months Ended September 30, 2024

NAST Global Forwarding Total

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

Other revenues from external customers (1)

Total consolidated revenues

Less significant segment expenses:

Purchased transportation and related services (2)

2,513,953 906,554

Personnel expenses (2)

164,122 92,419

Other selling, general, and administrative expenses (2)

107,775 54,102

Segment operating income 148,767 88,115 236,882

Other operating income (loss) (1)

Total consolidated operating income

Interest and other income/expenses, net

Income before provision for income taxes

_______________________________________

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

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

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

Nine Months Ended September 30, 2025

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

Three Months Ended March 31, 2026

NAST Global Forwarding Total

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Income before provision for income taxes

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

NAST Global Forwarding Total

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

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

NAST Global Forwarding All Other and Corporate Consolidated

Three Months Ended September 30, 2025

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

Total assets (1)

2,978,317 1,233,692 1,015,845 5,227,854

Average employee headcount 5,187 4,245 3,127 12,559

NAST Global Forwarding All Other and Corporate Consolidated

Three Months Ended September 30, 2024

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

Total assets (1)

3,026,031 1,566,427 1,020,897 5,613,355

Average employee headcount 5,595 4,552 3,938 14,085

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

NAST Global Forwarding All Other and Corporate Consolidated

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Depreciation and amortization $ 4,763 $ 1,935 $ 18,154 $ 24,852

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NAST Global Forwarding All Other and Corporate Consolidated

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Depreciation and amortization $ 4,809 $ 2,139 $ 18,694 $ 25,642

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

Three Months Ended September 30, 2025

NAST Global Forwarding All Other and Corporate Total

Major Service Lines

Transportation and logistics services (1)

$ 2,965,694 $ 786,347 $ 31,494 $ 3,783,535

— — 353,311 353,311

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

Three Months Ended September 30, 2024

NAST Global Forwarding All Other and Corporate Total

Major Service Lines

Transportation and logistics services (1)

$ 2,934,617 $ 1,141,190 $ 202,493 $ 4,278,300

— — 366,341 366,341

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

NAST Global Forwarding All Other and Corporate Total

4 unchanged sentences

Total revenues $ 2,947,323 $ 664,730 $ 400,881 $ 4,012,934

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

NAST Global Forwarding All Other and Corporate Total

7 unchanged sentences

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

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

We typically do not receive consideration, and amounts are not due from our customers, prior to the completion of our performance obligation.

As such, contract liabilities were not significant as of March 31, 2026, and revenue recognized from contract liabilities for the three months ended March 31, 2026 and 2025 was not significant.

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

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

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

We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of March 31, 2026.

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

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

Three Months Ended March 31,

Lease Costs 2026 2025 (1)

2025 2024 (1)

Operating lease expense $ 21,876 $ 21,626

1 unchanged sentence

Right-of-use asset impairments (2)

138 535 6,397 4,161

Total lease expense (3)

1 unchanged sentence

___________________________

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

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

(1) The three months ended March 31, 2025 have been adjusted to conform to current year presentation.

(2) During the three months ended March 31, 2025, we recognized a $ 6.3 million impairment charge related to our Kansas City regional center lease which is included in All Other and Corporate.

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

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

Nine Months Ended September 30,

Three Months Ended March 31,

Other Lease Information 2026 2025

1 unchanged sentence

Right-of-use lease assets obtained in exchange for new lease liabilities 19,125 6,497

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

Lease Term and Discount Rate As of March 31, 2026 As of December 31, 2025

Weighted average remaining lease term (in years) 4.8 4.9

Weighted average discount rate 4.5 % 4.5 %

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

The maturities of lease liabilities as of March 31, 2026, were as follows (in thousands):

Maturity of Lease Liabilities Operating Leases

7 unchanged sentences

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

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

The allowance for credit losses on contract assets was not significant as of March 31, 2026.

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

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Write-offs ( 1,176 )

Balance, September 30, 2025

_________________________________________

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

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

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

Balance, March 31, 2026

Recoveries of amounts previously written off were not significant for the three months ended March 31, 2026.

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

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

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

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

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

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

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

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

The recorded balance on March 31, 2026, and December 31, 2025, was $ 78.1 million and $ 77.7 million, respectively.

The recorded balance on March 31, 2026, and December 31, 2025, is comprised solely of foreign currency adjustments, including foreign currency translation.

Other comprehensive loss was $ 0.4 million for the three months ended March 31, 2026, primarily driven by losses in the Euro, Indonesian rupiah, and Polish zloty, partially offset by gains in the Australian dollar and Singapore dollar.

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

RESTRUCTURING

2025 Restructuring Program :

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

In the second quarter of 2025, we initiated a 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:

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

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

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.

As a result of this initiative, we have recognized asset impairments related to the early termination or abandonment of certain facilities under operating leases.

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

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

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

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

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

We recognized restructuring charges of $ 20.2 million in the three months ended March 31, 2026, primarily related to workforce reductions and related personnel expenses.

We expect to incur restructuring charges of $ 50 million to $ 75 million in total between 2025 through early 2028 primarily related to severance and other personnel related costs and impairments related to the early termination or abandonment of facilities under operating leases for the 2025 Restructuring Program.

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

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

We paid $ 6.2 million of cash in the three months ended March 31, 2026 related to the 2025 Restructuring Program.

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

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

Three Months Ended March 31,

Severance (1)

$ 9,304 $ 12,968

Other personnel expenses (1)

5 unchanged sentences

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

Three Months Ended September 30, 2025

NAST Global Forwarding All Other and Corporate Consolidated

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

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

NAST Global Forwarding All Other and Corporate Consolidated

8 unchanged sentences

Accrual adjustments (2)

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

( 49 ) ( 17 ) ( 66 )

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

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

2024 Restructuring Program :

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

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

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

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

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

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

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

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

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

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

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

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

Severance (1)

$ 2,377 $ 18,590

Other personnel expenses (1)

Other selling, general, and administrative expenses (2)

Total $ 4,429 $ 32,549

________________________________

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

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

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

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

Three Months Ended September 30, 2024

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ 1,238 $ 461 $ 1,098 $ 2,797

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

Nine Months Ended September 30, 2024

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ 9,022 $ 5,855 $ 5,331 $ 20,208

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

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

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

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

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

Accrual adjustments (2)

( 274 ) ( 2 ) ( 276 )

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

Balance, March 31, 2026 $ 16,576 $ 506 $ 17,082

________________________________

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

(1) Amounts are included within accrued expenses - compensation on the condensed consolidated balance sheet as of March 31, 2026 and 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.

Europe Surface Transportation Divestiture:

In 2024, we entered into an agreement with sennder Technologies GmbH 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.

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

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

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

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

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

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

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

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

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 and $ 11.8 million in the first quarter of 2026 with additional fixed installment payments due in 2026.

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

There are no remaining assets and liabilities held for sale as of March 31, 2026.

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

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

Three Months Ended March 31,

Personnel expenses (1)

Other selling, general, and administrative expenses (2)

( 176 ) 1,413

Income tax benefits (3)

( 69 ) ( 1,169 )

Total $ 1,328

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

Other selling, general, and administrative expenses (2)

________________________________

Income tax benefits (3)

( 2,113 ) ( 2,113 )

Total $ 54,923 $ 54,923

________________________________

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

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

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

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

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

December 31, 2024

Assets held for sale:

Cash and cash equivalents $ 10,307

Receivables 114,721

Goodwill and other intangible assets 31,297

Right-of-use lease assets 10,737

Other assets 3,366

Valuation allowance ( 32,794 )

Total assets held for sale (1)

Liabilities held for sale:

Accounts payable $ 51,388

Lease liabilities 10,540

Other liabilities 5,485

Total liabilities held for sale (1)

Cumulative translation loss of foreign entities to be sold (2)

________________________________

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

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

SUBSEQUENT EVENT

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

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

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

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

What changed 10-Q

Item 1. Financial Statements