What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-07-31 compared with 2026-05-01 · 206 added, 69 removed, 544 unchanged (34% of the section changed)

3 unchanged sentences

(unaudited, in thousands, except per share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

46 unchanged sentences

(unaudited, in thousands except per share data)

Three Months Ended March 31,

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

2026 2025 2026 2025

Transportation $ 4,524,773 $ 3,746,660 $ 8,168,484 $ 7,468,575

12 unchanged sentences

Net income 186,786 152,471 334,019 287,773

Other comprehensive (loss) income ( 431 ) 10,435

Other comprehensive income (loss) 399 28,085 ( 32 ) 38,520

Comprehensive income $ 187,185 $ 180,556 $ 333,987 $ 326,293

23 unchanged sentences

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

Net income 186,786 186,786

Foreign currency adjustments 399 399

Dividends declared, $ 0.63 per share

( 75,485 ) ( 75,485 )

Stock issued for employee benefit plans 222 22 ( 6,375 ) 14,939 8,586

Stock-based compensation expense — — 24,710 — 24,710

Repurchase of common stock ( 1,266 ) ( 127 ) ( 221,300 ) ( 221,427 )

Balance June 30, 2026 117,113 $ 11,711 $ 710,902 $ 6,254,765 $ ( 77,706 ) $ ( 5,271,982 ) $ 1,627,690

Outstanding Amount Additional

13 unchanged sentences

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

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

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

OPERATING ACTIVITIES

Net income $ 334,019 $ 287,773

Adjustments to reconcile net income to net cash (used for) provided by operating activities:

Adjustments to reconcile net income to net cash provided by (used for) operating activities:

Depreciation and amortization 47,421 50,508

21 unchanged sentences

Purchases and development of software ( 25,642 ) ( 25,601 )

Cash used for acquisitions ( 150 ) —

Cash used for acquisitions, net of cash acquired ( 78,948 ) —

Proceeds from divestiture 11,828 27,737

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

Net cash used for investing activities ( 100,372 ) ( 8,504 )

FINANCING ACTIVITIES

51 unchanged sentences

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.

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

Entities may adopt the standard either prospectively or retrospectively.

Early adoption is permitted.

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

6 unchanged sentences

Foreign currency translation 2,350 ( 1,149 ) 116 1,317

Balance, March 31, 2026

Acquisitions (1)

49,042 — — 49,042

Balance, June 30, 2026

$ 1,253,485 $ 207,323 $ 47,527 $ 1,508,335

______________________________

(1) On June 22, 2026, we acquired DeSpir Logistics, a specialized provider of secure transportation solutions and cargo escort services for mission-critical, high-value freight across North America.

Refer to Note 15, Acquisitions , for further discussion related to the acquisition of DeSpir Logistics.

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.

2 unchanged sentences

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 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.

There were no changes in circumstances or events identified in the second quarter of 2026 that would indicate an interim impairment analysis was required for any of our remaining reporting units as of June 30, 2026.

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

March 31, 2026

June 30, 2026

December 31, 2025

6 unchanged sentences

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Amortization expense $ 1,964 $ 2,574 $ 4,336 $ 5,111

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

Finite-lived intangible assets as of June 30, 2026 will be amortized over their remaining lives as follows (in thousands):

Remainder of 2026 $ 4,758

Thereafter 9,130

______________________________

9 unchanged sentences

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

The impact of foreign currency forward contracts was not material as of and for the three 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.

The impact of foreign currency forward contracts was not material as of and for the three and six months ended June 30, 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 June 30, 2026, and December 31, 2025.

There were no transfers between levels during the period.

FINANCING ARRANGEMENTS

The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):

The components of our long-term debt and the associated interest rates were as follows (dollars in thousands):

Average interest rate as of Carrying value as of

2026 December 31,

2025 Maturity March 31,

2025 Maturity June 30,

2026 December 31,

6 unchanged sentences

4.20 % 4.20 % April 2028 598,254 597,784

Total debt 1,342,727 1,089,438

Current maturities and short-term borrowing — —

Long-term debt $ 1,685,017 $ 1,089,438

4 unchanged sentences

The Credit Agreement has a maturity date of November 19, 2027.

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 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.

The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt;

therefore, we consider these borrowings to be a Level 2 financial liability.

As of June 30, 2026, the variable rate equaled Term SOFR plus a credit spread adjustment of 0.10 percent plus 1.00 percent.

In addition, there is a commitment fee on the average daily undrawn stated amount under the facility of 0.09 percent.

The recorded amount of borrowings outstanding, if any, approximates fair value because they can be redeemed on short notice and the interest rate floats.

We consider these borrowings to be a Level 2 financial liability.

The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.75 to 1.00.

4 unchanged sentences

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

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

The fair value of the Notes approximated $ 311.0 million on June 30, 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.

14 unchanged sentences

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

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

trade accounts receivable with a total availability of $ 500 million as of June 30, 2026.

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

In addition, there is a commitment fee on the average daily undrawn stated amount under the facility of 0.20 percent.

7 unchanged sentences

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

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $ 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.

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $ 594.0 million as of June 30, 2026, based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was $ 598.3 million as of June 30, 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.

9 unchanged sentences

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

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.

Bank of which $ 22.8 million is utilized for standby letters of credit related to insurance collateral as of June 30, 2026.

These standby letters of credit are renewed annually and were undrawn as of June 30, 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 March 31,

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

2026 2025 2026 2025

Federal statutory rate 21.0 % 21.0 % 21.0 % 21.0 %

9 unchanged sentences

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.

As of June 30, 2026, we had $ 38.5 million of unrecognized tax benefits and related interest and penalties.

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

4 unchanged sentences

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Stock awards 23,973 20,113 51,052 42,097

5 unchanged sentences

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

There were 4,341,495 shares available for stock awards under the Plan as of June 30, 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 March 31, 2026.

These awards are fully vested and there is no remaining unrecognized compensation expense related to stock options as of June 30, 2026.

The outstanding options have expiration dates between 2026 and 2030.

18 unchanged sentences

The PSUs and time-based restricted stock unit awards had a weighted average grant date fair value of $ 197.73 and provide for two-years of post-termination vesting upon a qualified retirement.

On May 29, 2026, we granted 8,714 time-based restricted stock units and 34,857 PSUs at target as a special equity award to our Chief Strategy and Innovation Officer.

The time-based restricted stock units vest over a five-year period, with 20 percent vesting on each anniversary of the grant date, and have a weighted average grant date fair value of $ 177.74 .

The PSUs vest over a five-year performance period (fiscal years 2026 through 2030) based on the achievement of certain strategic growth and talent development milestones, together with an outperformance component tied to adjusted earnings per share targets, and have a weighted average grant date fair value of $ 177.74 .

We have also awarded restricted stock units to certain key employees and non-employee directors which are fully vested upon date of grant.

2 unchanged sentences

These awards have been expensed on the date of grant.

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.

As of June 30, 2026, there was unrecognized compensation expense of $ 226.3 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.

Employee Stock Purchase Plan – Our 1997 Employee Stock Purchase Plan (“ESPP”) allows our employees to contribute up to $ 10,000 of their annual cash compensation to purchase company stock.

On May 7, 2026, our shareholders approved the Amended and Restated 1997 Employee Stock Purchase Plan, which increases the allowed employee contribution to the Internal Revenue Code annual limit of $ 25,000 .

The amendments become effective January 1, 2027, and will apply beginning with the first offering period of 2027.

The purchase price is determined using the closing price on the last day of each quarter discounted by 15 percent.

1 unchanged sentence

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Shares purchased

3 unchanged sentences

26,099 $ 4,178 $ 737

We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases.

Except as described below, we are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases.

For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed consolidated financial position, results of operations, or cash flows.

1 unchanged sentence

However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our condensed consolidated financial position, results of operations, or cash flows.

On July 23, 2026, a jury verdict (the “Verdict”) was rendered in Dallas County District Court in Texas, in the matter of Lipe v.

Lupus Superior, LLC, et al.

(the“Lipe Matter”).

The Verdict included a determination by the jury that we negligently hired Lupus Superior, LLC, an independent contractor motor carrier, in connection with the transportation of a shipment of our customer's freight that was involved in a tragic, catastrophic accident in March 2021.

The Verdict attributed 23 percent of the total monetary damages of $ 604 million to us, with the remainder attributed to the third-party contract motor carrier, Lupus Superior, LLC, and the Lupus Superior, LLC truck driver.

Notwithstanding this allocation, because the jury found us vicariously liable for the conduct of the motor carrier and its driver, we may be held jointly and severally liable for the entire $ 604 million of total monetary damages awarded.

Based on knowledge of the facts, available insurance coverage, and the analysis of our internal and external counsel, an immaterial accrual was included in other accrued liabilities in the Company's consolidated balance sheet as of June 30, 2026, with respect to the Lipe Matter.

We do not believe it is probable that the full amount of the judgment will be sustained, and given the extreme nature of the Verdict, no reasonable estimate of a reasonably possible loss in excess of the immaterial accrual can be made.

For the time period in question, we maintain liability and excess insurance policies with $ 155 million of coverage per occurrence, subject to a $ 5 million deductible.

The independent contractor motor carrier worked with many brokers and shippers, and the driver worked for the carrier.

He did not communicate with C.H.

Robinson, and we did not supervise, direct, or control his actions.

Robinson does not employ or control drivers.

We strongly disagree with the Verdict and believe the law and the facts support our position and intend to appeal immediately if it is entered as final.

No assurances can be provided as to the probability of success with respect to any post-trial motions or appeals relating to the Verdict, or as to the ultimate outcome of any such motions or appeals.

The total cost associated with this matter, which may include interest, bonding-related costs, and legal and other professional fees, will depend on many factors, and the ultimate financial impact, as well as the timing of the ultimate resolution of this matter, are difficult to predict.

SEGMENT REPORTING

13 unchanged sentences

• 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.

agents worldwide.

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

8 unchanged sentences

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

NAST Global Forwarding Total

14 unchanged sentences

Income before provision for income taxes

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

NAST Global Forwarding Total

17 unchanged sentences

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

Six Months Ended June 30, 2026

NAST Global Forwarding Total

Revenues from external customers $ 6,540,592 $ 1,561,334 $ 8,101,926

Other revenues from external customers (1)

Total consolidated revenues

Less significant segment expenses:

Purchased transportation and related services (2)

5,640,126 1,210,213

Personnel expenses (2)

334,387 157,965

Other selling, general, and administrative expenses (2)

231,104 100,502

Segment operating income 334,975 92,654 427,629

Other operating income (loss) (1)

Total consolidated operating income

Interest and other income/expenses, net

Income before provision for income taxes

Six Months Ended June 30, 2025

NAST Global Forwarding Total

Revenues from external customers $ 5,786,647 $ 1,572,688 $ 7,359,335

Other revenues from external customers (1)

Total consolidated revenues

Less significant segment expenses:

Purchased transportation and related services (2)

4,936,075 1,200,479

Personnel expenses (2)

320,984 175,788

Other selling, general, and administrative expenses (2)

221,926 102,148

Segment operating income 307,662 94,273 401,935

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 (dollars in thousands):

NAST Global Forwarding All Other and Corporate Consolidated

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Depreciation and amortization $ 4,763 $ 1,486 $ 16,320 $ 22,569

3 unchanged sentences

NAST Global Forwarding All Other and Corporate Consolidated

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Depreciation and amortization $ 4,815 $ 2,188 $ 17,863 $ 24,866

2 unchanged sentences

Average employee headcount 5,283 4,436 3,139 12,858

NAST Global Forwarding All Other and Corporate Consolidated

Six Months Ended June 30, 2026

Depreciation and amortization $ 9,526 $ 3,421 $ 34,474 $ 47,421

Total assets (1)

3,453,880 1,275,412 1,114,214 5,843,506

Average employee headcount 4,732 3,767 3,100 11,599

NAST Global Forwarding All Other and Corporate Consolidated

Six Months Ended June 30, 2025

Depreciation and amortization $ 9,624 $ 4,327 $ 36,557 $ 50,508

Total assets (1)

2,971,926 1,332,889 1,017,096 5,321,911

Average employee headcount 5,283 4,469 3,414 13,166

_________________________________________

(1) All cash and cash equivalents are included in All Other and Corporate.

1 unchanged sentence

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 March 31, 2026

Three Months Ended June 30, 2026

NAST Global Forwarding All Other and Corporate Total

4 unchanged sentences

Total revenues $ 3,593,269 $ 896,604 $ 444,225 $ 4,934,098

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

NAST Global Forwarding All Other and Corporate Total

4 unchanged sentences

Total revenues $ 2,918,227 $ 797,800 $ 420,516 $ 4,136,543

Six Months Ended June 30, 2026

NAST Global Forwarding All Other and Corporate Total

Major Service Lines

Transportation and logistics services (1)

$ 6,540,592 $ 1,561,334 $ 66,558 $ 8,168,484

— — 778,548 778,548

Total revenues $ 6,540,592 $ 1,561,334 $ 845,106 $ 8,947,032

Six Months Ended June 30, 2025

NAST Global Forwarding All Other and Corporate Total

Major Service Lines

Transportation and logistics services (1)

$ 5,786,647 $ 1,572,688 $ 109,240 $ 7,468,575

— — 714,708 714,708

Total revenues $ 5,786,647 $ 1,572,688 $ 823,948 $ 8,183,283

____________________________________________

(1) Transportation and logistics services performance obligations are completed over time.

1 unchanged sentence

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.

As such, contract liabilities were not significant as of June 30, 2026, and revenue recognized from contract liabilities for the three and six months ended June 30, 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.

16 unchanged sentences

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

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

We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of June 30, 2026.

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

Three Months Ended March 31,

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

Lease Costs 2026 2025 2026 2025

2 unchanged sentences

Right-of-use asset impairments (1)

77 — 1,068 6,259

Total lease expense (2)

1 unchanged sentence

___________________________

(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.

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

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

3 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

Other Lease Information 2026 2025

1 unchanged sentence

Right-of-use lease assets obtained in exchange for new lease liabilities 25,789 19,975

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

Lease Term and Discount Rate As of June 30, 2026 As of December 31, 2025

Weighted average remaining lease term (in years) 4.7 4.9

Weighted average discount rate 4.5 % 4.5 %

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

The maturities of lease liabilities as of June 30, 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 March 31, 2026.

The allowance for credit losses on contract assets was not significant as of June 30, 2026.

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

2 unchanged sentences

Write-offs ( 2,568 )

Balance, March 31, 2026

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

Balance, June 30, 2026

Recoveries of amounts previously written off were not significant for the three and six months ended June 30, 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 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.

The recorded balance on both June 30, 2026, and December 31, 2025, was $ 77.7 million.

The recorded balance on June 30, 2026, and December 31, 2025, is comprised solely of foreign currency adjustments, including foreign currency translation.

Other comprehensive income was $ 0.4 million for the three months ended June 30, 2026, primarily driven by small fluctuations in a number of currencies.

Other comprehensive income was $ 28.1 million for the three months ended June 30, 2025, primarily driven by fluctuations in the Singapore dollar, Euro, and Australian dollar.

Other comprehensive loss was nominal for the six months ended June 30, 2026, as other comprehensive losses in the Euro and Polish zloty were largely offset by other comprehensive income in the Australian dollar and Singapore dollar.

Other comprehensive income was $ 38.5 million for the six months ended June 30, 2025, primarily driven by fluctuations in the Singapore dollar, Euro, and Australian dollar.

RESTRUCTURING

10 unchanged sentences

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 recognized restructuring charges of $ 7.5 million and $ 27.7 million in the three and six months ended June 30, 2026, respectively, 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 $ 6.2 million of cash in the three months ended March 31, 2026 related to the 2025 Restructuring Program.

We paid $ 26.5 million of cash in the six months ended June 30, 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 March 31,

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

2026 2025 2026 2025

Severance (1)

$ 7,433 $ 3,664 $ 24,754 $ 3,664

Other personnel expenses (1)

583 217 2,032 217

Other selling, general, and administrative expenses (2)

( 526 ) — 918 —

Total $ 7,490 $ 3,881 $ 27,704 $ 3,881

3 unchanged sentences

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

NAST Global Forwarding All Other and Corporate Consolidated

1 unchanged sentence

Other selling, general, and administrative expenses 138 ( 828 ) 164 ( 526 )

Three Months Ended June 30, 2025

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ 677 $ 2,576 $ 628 $ 3,881

Six Months Ended June 30, 2026

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ 18,053 $ 4,081 $ 4,652 $ 26,786

Other selling, general, and administrative expenses 180 599 139 918

Six Months Ended June 30, 2025

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ 677 $ 2,576 $ 628 $ 3,881

The following table summarizes activity related to our 2025 Restructuring Program and liabilities included in our consolidated balance sheets (in thousands):

6 unchanged sentences

( 98 ) 16 ( 82 )

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

Balance, June 30, 2026 $ 4,233 $ 585 $ 4,818

________________________________

(1) Amounts are included within accrued expenses - compensation on the condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025.

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

9 unchanged sentences

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.

There are no remaining assets and liabilities held for sale as of June 30, 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 March 31,

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

Personnel expenses (1)

1 unchanged sentence

Income tax benefits (3)

( 74 ) ( 1,100 )

Total $ 355 $ 1,683

3 unchanged sentences

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

On June 22, 2026, we acquired a 100 percent ownership interest in DeSpir Logistics (“DeSpir”) a specialized provider of secure transportation solutions and cargo escort services for mission-critical, high-value freight across North America.

Total purchase consideration, net of cash acquired, was approximately $ 77.8 million, which was paid in cash.

Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):

Estimated Life (years)

Customer relationships 10 $ 16,600

Trademarks Indefinite $ 8,300

There was $ 49.0 million of goodwill recorded related to the acquisition of DeSpir.

The DeSpir goodwill is a result of acquiring and retaining the DeSpir workforce and expected synergies from integrating its business into ours.

Purchase accounting is considered preliminary.

The results of operations of DeSpir have been included in our consolidated financial statements beginning on June 22, 2026.

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