What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-01 compared with 2025-10-31 · 143 added, 242 removed, 209 unchanged (65% of the section changed)

33 unchanged sentences

Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics providers in the world.

We deliver logistics like no one else.

Companies around the world look to us to reimagine supply chains, advance freight technology, and solve logistics challenges—from the simple to the most complex.

We are grounded in our promise to deliver exceptional customer success, using our expertise, scale, and tailored solutions to help customers navigate increasingly complex global supply chains.

As a leader in Lean AI supply chains, we deliver logistics like no one else.

For more than a century, companies everywhere have looked to us to reimagine how goods move.

We deliver tailored solutions across the world via truckload, less-than-truckload, ocean, air, and more.

With our unique combination of human insight and Lean AI working as one, supply chains move faster, smarter, and more sustainably.

Our adjusted gross profits and adjusted gross profit margin are non-GAAP financial measures.

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The reconciliation of gross profits to adjusted gross profits and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands):

Three Months Ended 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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The reconciliation of operating margin to adjusted operating margin is presented below (dollars in thousands) :

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

2025 2024 2025 2024

Three Months Ended March 31,

Total revenues $ 4,012,934 $ 4,046,740

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MARKET TRENDS

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

These conditions are commonly referred to as a soft market.

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

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

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

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

During the first quarter of 2026, the North American surface transportation market experienced heightened volatility, driven primarily by tightening carrier capacity and rising operating costs, while freight demand showed only limited signs of recovery.

Capacity pressures increased as regulatory enforcement activity and higher operating costs accelerated carrier attrition, contributing to higher market pricing.

These conditions were exacerbated by winter weather, which created regional capacity constraints.

In addition, escalating geopolitical uncertainty contributed to higher diesel fuel prices, further increasing all-in transportation rates and adding near-term cost pressure and operational complexity for both carriers and shippers.

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

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

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

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

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

and China 90-day tariff pause.

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

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

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

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

As carrier capacity tightened during the quarter, routing guide performance deteriorated, with average routing guide depth increasing to 1.5 in the first quarter of 2026, compared to 1.3 in both the fourth quarter of 2025 and the first quarter of 2025.

Looking ahead, continued uncertainty related to fuel prices, regulatory enforcement impacting driver availability, and geopolitical disruptions may continue to drive volatility and exert upward pressure on transportation rates as the industry enters the seasonally stronger spring and summer months.

During the first quarter of 2026, the global forwarding market was influenced primarily by supply-side dynamics rather than underlying demand conditions.

Market conditions reflected the impact of conflict-related rerouting, elevated fuel costs, and carriers’ strategic capacity management actions, including blank sailings.

This compared to the first quarter of 2025, where ocean freight volumes accelerated ahead of anticipated tariff implementations.

Ocean freight rates declined substantially during the first quarter of 2026 driven by excess vessel capacity but were increasingly influenced by fuel-related surcharges.

The airfreight market remained balanced, mirroring the first quarter of 2025 although pricing was similarly affected by elevated fuel costs.

Airspace restrictions related to the conflict in the Middle East resulted in longer flight times, contributing to increased fuel consumption and higher operating costs near the end of the first quarter of 2026.

BUSINESS TRENDS

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

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

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

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

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

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

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

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

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

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

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

As part of our enterprise strategy to drive focus on profitable growth in our four core modes—North American truckload and LTL and global ocean and air—as engines to ignite growth and create the most value for our stakeholders we divested our Europe Surface Transportation business.

The sale closed effective February 1, 2025.

Europe Surface Transportation provided transportation and logistics services, including truckload and LTL transportation services across Europe, and represented the majority of our Other Surface Transportation operations included in All Other and Corporate.

Our surface transportation business operated in a rising cost environment during the first quarter of 2026, as discussed in the Market Trends section.

As a result of these challenging market conditions, our average truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 13.0 percent during the first quarter of 2026 compared to the first quarter of 2025.

Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, increased approximately 11.0 percent during the first quarter of 2026.

Despite the rapidly increasing cost environment, we improved our adjusted gross profit per transaction in both truckload and less than truckload (“LTL”) services, driven by the continued advancement of our dynamic pricing and costing capabilities.

These capabilities enabled us to respond faster and more surgically to meet our contractual commitments and adapt quickly to the changing spot market.

Our combined North American Surface Transportation (“NAST”) truckload and LTL volume held flat year-over-year in the first quarter of 2026, significantly outperforming the Cass Freight Index, which declined 6.2 percent compared to the first quarter of 2025.

Our global forwarding results in the first quarter of 2026 were largely in-line with the market trends discussed above.

Our year-over-year ocean freight shipments decreased 10.5 percent and our airfreight tonnage decreased 15.0 percent, driven by the accelerated shipping activity ahead of anticipated tariff implementations in the first quarter of 2025.

On February 1, 2025, we divested our Europe Surface Transportation business, which provided transportation and logistics services, including truckload and LTL transportation services across Europe.

This business represented the majority of our Other Surface Transportation operations included in All Other and Corporate.

SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

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

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

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

The following summarizes select first quarter 2026 year-over-year operating comparisons to the first quarter 2025:

• Total revenues decreased 0.8 percent to $4.0 billion, primarily driven by lower volume in our ocean and truckload services and lower pricing in our ocean services.

This was partially offset by higher pricing in our truckload and LTL services.

• Gross profits decreased 1.6 percent to $646.6 million.

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

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

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

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

Adjusted gross profits decreased 1.9 percent to $660.5 million, primarily driven by lower adjusted gross profit per transaction and lower volume in our ocean services.

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

• Personnel expenses increased 1.2 percent to $352.7 million, primarily due to higher restructuring charges related to workforce reductions.

This was partially offset by cost optimization efforts and productivity improvements.

Average employee headcount decreased 12.3 percent.

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

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

• Other selling, general, and administrative (“SG&A”) expenses decreased 10.6 percent to $132.1 million primarily due to a prior year impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.

In addition, other SG&A expenses declined across several expense categories in 2026 due to cost optimization efforts.

• Income from operations decreased 0.7 percent to $175.7 million, due to the decrease in adjusted gross profit and higher restructuring charges, partially offset by the decrease in operating expenses.

• Adjusted operating margin of 26.6 percent increased 30 basis points.

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

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

• Interest and other income/expense, net totaled $9.0 million of expense, consisting primarily of $14.0 million of interest expense, which decreased $2.8 million versus last year due to a lower average debt balance and lower variable interest rates.

The first quarter of 2026 results also include a $1.7 million net gain from foreign currency revaluation and realized foreign currency gains and losses.

• The effective tax rate in the quarter was 11.7 percent compared to 13.7 percent in the first quarter last year.

The lower rate in the first quarter of 2026 was driven by higher tax benefits related to stock-compensation deliveries, partially offset by non-recurring discrete items and lower U.S.

and foreign tax credits and incentives.

• Net income totaled $147.2 million, an increase of 8.8 percent from a year ago.

• Diluted earnings per share increased 9.9 percent to $1.22.

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

• Cash flow from operations decreased $37.9 million, primarily driven by a sequential increase in net operating working capital.

CONSOLIDATED RESULTS OF OPERATIONS

The following table summarizes our results of operations (dollars in thousands, except per share data):

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

2025 2024 % change 2025 2024 % change

Three Months Ended March 31,

2026 2025 % change

Transportation $ 3,643,711 $ 3,721,915 (2.1) %

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Adjusted gross profit margin percentage (1)

Transportation 17.7 % 16.4 % 130 bps 17.5 % 15.9 % 160 bps

Sourcing 10.0 % 9.0 % 100 bps 10.0 % 9.4 % 60 bps

Total adjusted gross profit margin 17.1 % 15.8 % 130 bps 16.8 % 15.4 % 140 bps

Transportation 17.2 % 17.2 % — bps

Sourcing 8.7 % 10.0 % (130 bps)

Total adjusted gross profit margin 16.5 % 16.6 % (10 bps)

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

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

Total revenues and direct costs.

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

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

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

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

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

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

Gross profits and adjusted gross profits.

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

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

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

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

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

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

Operating expenses.

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

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

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

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

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

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

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

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

Interest and other income/expense, net.

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

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

Provision for income taxes.

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

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

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

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

These impacts were partially offset by U.S.

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

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

Consolidated Results of Operations—Three Months Ended March 31, 2026, Compared to the Three Months Ended March 31, 2025

Total revenues and direct costs.

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

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

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

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

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

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

Total transportation revenues and direct costs decreased primarily due to lower volume in ocean and truckload services and lower pricing in ocean services, partially offset by higher pricing in truckload and LTL services.

Our ocean volumes and pricing declined compared to the elevated levels experienced in the first quarter of 2025, which benefited from accelerated shipping activity ahead of anticipated tariff implementations.

Pricing has also declined substantially due to excess vessel capacity in the market.

In our NAST business, industry volumes continued to decline, while capacity pressures increased as regulatory enforcement activity and higher operating costs accelerated carrier attrition, contributing to higher market pricing.

These conditions were exacerbated by winter weather, which created regional capacity constraints.

Our sourcing total revenue and direct costs increased, driven by increased volume in foodservice and retail customers.

Gross profits and adjusted gross profits.

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

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

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

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

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

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

Our transportation adjusted gross profits decreased, driven primarily by lower adjusted gross profit per transaction in ocean services and lower volume in ocean and truckload services, as discussed above.

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

The decrease in ocean adjusted gross profit per transaction was primarily attributable to excess vessel capacity, which significantly reduced pricing across the market.

The higher adjusted gross profit per transaction in our LTL and truckload services was driven by the continued advancement of our dynamic pricing and costing capabilities.

These capabilities enabled us to respond faster and more surgically to meet our contractual commitments and adapt to rising spot market costs during the first quarter of 2026.

Sourcing adjusted gross profits decreased slightly driven by margin compression primarily with retail customers.

Operating expenses.

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

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

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

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

We also incurred $7.9 million in other SG&A expenses in the nine months ended September 30, 2025 primarily resulting from a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.

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

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

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

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

Personnel expenses increased primarily due to higher restructuring charges related to workforce reductions offset in part by cost optimization efforts and productivity improvements, including lower average employee headcount.

Other SG&A expenses decreased primarily due to a prior year impairment charge discussed below.

In addition, other SG&A expenses declined across several expense categories in the first quarter of 2026 due to cost optimization efforts.

Our personnel expenses in the first quarter of 2026 included $18.8 million of severance and related personnel expenses.

We also incurred $1.4 million of restructuring related other SG&A expenses in the first quarter of 2026.

These expenses were both associated with our 2025 Restructuring Program.

Refer to Note 13, Restructuring , for further discussion related to our 2025 Restructuring Program.

Our personnel expenses for the first quarter of 2025 included $1.2 million of severance and related personnel expenses and $1.2 million of other SG&A expenses resulting from the divestiture of our Europe Surface Transportation business.

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

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

Interest and other income/expense, net.

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

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

Interest and other income/expense, net primarily consisted of interest expense of $14.0 million which decreased $2.8 million during the first quarter of 2026, due to a lower average debt balance and lower variable interest rates.

The current period included a $1.7 million net gain from foreign currency revaluation and realized foreign currency gains and losses.

The first quarter of 2025 included a $3.4 million net loss from foreign currency revaluation and realized foreign currency gains and losses.

Provision for income taxes.

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

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

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

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

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

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

Our effective income tax rate was 11.7 percent for the first quarter of 2026 compared to 13.7 percent for the first quarter of 2025.

The effective income tax rate for the first quarter of 2026 was lower than the statutory federal income tax rate primarily due to the impact of share-based payment awards which decreased the effective income tax rate by 21.9 percentage points, partially offset by non-deductible executive compensation expenses which increased the effective tax rate by 8.8 percentage points.

The effective income tax rate for the first quarter of 2025 was lower than the statutory federal income tax rate primarily due to the tax benefit of share-based payment awards, a lower tax rate on foreign earnings and U.S.

tax credits and incentives which decreased the effective income tax rate by 6.1 percentage points, 2.7 percentage points, and 1.6 percentage points, respectively.

NAST Segment Results of Operations

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

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

Three Months Ended March 31,

(dollars in thousands) 2026 2025 % change

Total revenues $ 2,947,323 $ 2,868,420 2.8 %

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Income from operations $ 145,130 $ 143,671 1.0 %

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

2025 2024 % change 2025 2024 % change

Three Months Ended March 31,

2026 2025 % change

Average employee headcount 4,752 5,280 (10.0) %

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Truckload (3.5) %

LTL 2.5 % 2.0 %

Adjusted gross profits (1)

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

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

Three Months Ended March 31, 2026, Compared to the Three Months Ended March 31, 2025

Total revenues and direct costs.

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

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

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

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

NAST total revenues and direct costs increased primarily due to higher market pricing in truckload and LTL services, higher fuel surcharges, and increased LTL volumes.

These increases were partially offset by lower truckload volumes.

Elevated market pricing was driven by supply‑side pressures, including increased regulatory enforcement activity and increasing carrier operating costs, which accelerated carrier attrition and resulted in higher transportation rates.

Our average truckload linehaul rate per mile charged to customers, which excludes fuel surcharges, increased approximately 11.0 percent in the first quarter of 2026 compared to the first quarter of 2025.

Our truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 13.0 percent in the first quarter of 2026 compared to the first quarter of 2025.

Gross profits and adjusted gross profits.

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

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

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

NAST adjusted gross profits increased primarily due to higher adjusted gross profit per transaction in truckload and LTL services and increased LTL volumes.

These increases were partially offset by lower truckload volumes.

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

These capabilities enabled us to respond faster and more surgically to meet our contractual commitments and adapt to rising spot market costs during the first quarter of 2026.

Operating expenses.

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

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

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

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

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

These expenses were both associated with our 2024 Restructuring Program.

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

NAST personnel expenses increased primarily due to higher restructuring charges related to workforce reductions offset in part by cost optimization efforts and productivity improvements, including lower average employee headcount.

NAST other SG&A expenses decreased primarily due to lower claims expense and declines across several expense categories.

NAST personnel expenses in the first quarter of 2026 included $16.0 million of severance and related personnel expenses related to our 2025 Restructuring Program.

Refer to Note 13, Restructuring, for further discussion related to our 2025 Restructuring Program.

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

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

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

Total revenues and direct costs.

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

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

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

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

Our truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 0.5 percent.

Gross profits and adjusted gross profits.

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

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

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

Operating expenses.

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

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

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

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

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

These expenses were both associated with our 2024 Restructuring Program.

Global Forwarding Segment Results of Operations

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

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

Three Months Ended March 31,

(dollars in thousands) 2026 2025 % change

Total revenues $ 664,730 $ 774,888 (14.2) %

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Income from operations $ 31,684 $ 42,943 (26.2) %

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

2025 2024 % change 2025 2024 % change

Three Months Ended March 31,

2026 2025 % change

Average employee headcount 3,848 4,514 (14.8) %

1 unchanged sentence

Ocean (10.5) %

Air (10.0) % (11.0) %

Customs (2.0) %

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

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

Total revenues and direct costs.

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

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

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

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

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

Gross profits and adjusted gross profits.

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

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

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

Operating expenses.

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

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

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

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

These expenses were both associated with our 2025 Restructuring Program.

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

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

These expenses were both associated with our 2024 Restructuring Program.

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

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

Three Months Ended March 31, 2026, Compared to the Three Months Ended March 31, 2025

Total revenues and direct costs.

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

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

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

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

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

Global Forwarding total revenues and direct costs decreased significantly in the first quarter of 2026, primarily driven by lower volumes across all services and significantly lower pricing and purchased transportation costs in ocean services.

Ocean volumes and pricing declined from the elevated levels experienced in the first quarter of 2025, which benefited from accelerated shipping activity ahead of anticipated tariff implementations.

Pricing also declined substantially due to excess vessel capacity in the market, despite conflict-related rerouting, elevated fuel costs, and carriers’ strategic capacity management actions, including blank sailings.

Gross profits and adjusted gross profits.

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

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

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

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

Global Forwarding adjusted gross profits decreased in the first quarter of 2026 primarily driven by significantly lower adjusted gross profit per shipment in ocean services and reduced volumes across all services, as discussed above.

These declines were partially offset by an increase in customs adjusted gross profit per transaction.

The decrease in adjusted gross profit per shipment in ocean services was primarily attributable to excess vessel capacity, which significantly reduced pricing across the market.

Operating expenses.

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

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

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

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

These expenses were both associated with our 2025 Restructuring Program.

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

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

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

Global Forwarding other SG&A expenses decreased primarily due to declines across several expense categories.

In addition to the above, Global Forwarding personnel expenses for the first quarter of 2026 included $1.1 million of severance and related personnel expenses.

We also incurred $1.4 million in other SG&A expenses the first quarter of 2026.

These expenses were both associated with our 2025 Restructuring Program.

Refer to Note 13, Restructuring , for further discussion related to our 2025 Restructuring Program.

All Other and Corporate Segment Results of Operations

All Other and Corporate includes our Robinson Fresh and Managed Solutions segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses.

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

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

Three Months Ended March 31,

(dollars in thousands) 2026 2025 % change

Total revenues $ 400,881 $ 403,432 (0.6) %

7 unchanged sentences

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

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

Three Months Ended March 31, 2026, Compared to the Three Months Ended March 31, 2025

Total revenues and direct costs.

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

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

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

Total revenues decreased and direct costs were essentially flat.

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

Additionally, total revenues and direct costs in our Robinson Fresh business increased driven by increased volume in foodservice and retail customers.

Gross profits and adjusted gross profits.

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

Robinson Fresh adjusted gross profits decreased slightly driven by margin compression primarily with retail customers.

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

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

Restructuring, lease impairment charge, and divestiture expenses.

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

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

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

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

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

All Other and Corporate personnel expenses in the first quarter of 2026 included $1.7 million of severance and related personnel expenses associated with our 2025 Restructuring Program.

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

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

Total revenues and direct costs.

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

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

Gross profits and adjusted gross profits.

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

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

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

Restructuring, lease impairment charge, and divestiture expenses.

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

1 unchanged sentence

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

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

Description Carrying Value as of March 31, 2026 Borrowing Capacity Maturity

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

9 unchanged sentences

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

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

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

Cash and cash equivalents totaled $159.7 million as of March 31, 2026, and $160.9 million as of December 31, 2025.

Cash and cash equivalents held outside the United States totaled $149.5 million as of March 31, 2026, and $144.9 million as of December 31, 2025.

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

1 unchanged sentence

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

Nine Months Ended September 30,

Three Months Ended March 31,

Sources (uses) of cash:

1 unchanged sentence

Capital expenditures (15,016) (16,082)

Cash used for acquisition (150) —

Proceeds from divestiture 11,828 27,737

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

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

Repurchase of common stock (212,659) (47,700)

Cash dividends (79,030) (77,490)

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

Net borrowings on debt 253,000 12,000

Other financing activities (27,718) (33,021)

1 unchanged sentence

Effect of exchange rates on cash and cash equivalents (60) 1,429

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

Net change in cash and cash equivalents $ (1,206) $ (26,596)

Cash flows from operating activities.

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

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

The decrease in cash provided by operating activities was primarily driven by higher pricing in the North American surface transportation market toward the end of the first quarter of 2026.

Capacity tightened as increased regulatory enforcement activity and higher carrier operating costs accelerated carrier attrition, negatively impacting routing guide performance and contributing to higher market pricing.

These dynamics were further exacerbated by winter weather, which created regional capacity constraints, in addition to higher diesel fuel prices, both of which contributed to increased all-in transportation rates.

As a result of these market conditions, net operating working capital increased, adversely impacting cash provided by operating activities during the first quarter of 2026.

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

2 unchanged sentences

The sale of our Europe Surface Transportation business closed during the first quarter of 2025.

We received $27.7 million of consideration at closing with the remaining 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 received $27.7 million of consideration at closing during the first quarter of 2025 and $11.8 million of consideration in the first quarter of 2026.

Additional installment payments are due in 2026.

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

Cash flows from financing activities.

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

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

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

Net cash used for financing activities decreased significantly in the first quarter of 2026 compared to the first quarter of 2025, driven by an increase in net borrowings on debt partially offset by an increase in cash returned to shareholders.

Net borrowings on debt increased driven by a significant increase in share repurchases in the first quarter of 2026 compared to the prior year.

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

7 unchanged sentences

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

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

As of March 31, 2026, we were in compliance with all of the covenants under our debt agreements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

2 unchanged sentences

Refer to the company's 2025 Annual Report on Form 10-K for a complete discussion regarding our critical accounting policies and estimates.

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

As of March 31, 2026, there were no material changes to our critical accounting policies and estimates.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to the company’s 2025 Annual Report on Form 10-K for a discussion on the company’s market risk.

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

As of March 31, 2026, there were no material changes in market risk from those disclosed in the company’s 2025 Annual Report on Form 10-K.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis