What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-31 compared with 2026-05-01 · 229 added, 135 removed, 217 unchanged (63% of the section changed)

11 unchanged sentences

risks associated with the loss of significant customers;

risks associated with reliance on technology to operate our business;

risks associated with reliance on technology to operate our business, including reliance on third-party platforms;

cybersecurity related risks;

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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 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

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Total revenues $ 4,934,098 $ 4,136,543 $ 8,947,032 $ 8,183,283

5 unchanged sentences

MARKET TRENDS

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.

The North American surface transportation market continued to tighten during the second quarter of 2026, extending the trend that emerged in late 2025 and accelerated in early 2026.

Carrier capacity contracted further as regulatory enforcement activity impacting driver availability, combined with elevated operating costs, continued to strain capacity.

These supply-side dynamics, rather than a meaningful recovery in underlying freight demand, remained the primary driver of higher transportation rates, with truckload spot rates rising sharply on a year-over-year basis.

Seasonal produce and beverage demand, along with disruptive events such as the International Roadcheck enforcement period, further tightened regional capacity and contributed to temporary spikes in spot rates.

As truckload rates increased, some shippers shifted freight to less-than-truckload solutions to improve transportation efficiency and manage costs, contributing to stronger demand trends in portions of the less than truckload (“LTL”) market.

In addition, escalating geopolitical tensions in the Middle East disrupted global oil flows and drove diesel fuel prices to multi-year highs during the quarter before easing later in the period, adding further cost pressure and volatility to all-in transportation rates.

Underlying freight demand remained subdued, and industry freight volumes, as measured by the Cass Freight Index, declined 3.3 percent in the second quarter of 2026 compared to the second quarter of 2025.

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

This metric measures the average number of carriers contacted before securing a transportation provider.

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

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.

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

The average routing guide depth in the second quarter of 2026 was 1.4 compared to 1.3 in the second quarter of 2025, reflecting a further tightening of the market compared to the prior year.

During the second quarter of 2026, the global forwarding market remained driven primarily by supply-side dynamics rather than underlying demand conditions.

Market conditions were shaped by intensifying geopolitical disruption, elevated fuel costs, and ocean carriers' continued capacity management actions, including blank sailings.

Ongoing conflict in the Middle East severely constrained transits and continued the rerouting of Asia-to-Europe vessels around the Cape of Good Hope, which continues to extend transit times and reduced effective capacity.

Ocean freight rates rose sharply during the second quarter of 2026 as these supply-side pressures, combined with the early onset of peak-season demand and customer front-loading of holiday and retail inventory, outpaced available capacity.

Rate increases were further amplified by conflict and fuel-related surcharges, rather than by a broad-based recovery in underlying freight demand.

The air freight market experienced a similar supply-driven tightening, as airspace restrictions and reduced carrier operations in the Middle East contracted global cargo capacity, lengthened flight routings, and increased operating costs, although capacity began to stabilize late in the quarter.

These constraints, together with a sharp increase in jet fuel prices, drove air freight rates meaningfully higher during the quarter.

Looking ahead, conflict-related disruptions, the pace of capacity normalization, and evolving trade and tariff policy are likely to continue to drive volatility in ocean and air freight pricing in the near term, although the ultimate extent and duration remain uncertain.

BUSINESS TRENDS

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.

Our surface transportation business continued to operate in a rising cost environment during the second quarter of 2026, as discussed in the Market Trends section.

As a result of these tightening market conditions, our average truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 29.0 percent during the second quarter of 2026 compared to the second quarter of 2025.

Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, increased approximately 25.5 percent during the second quarter of 2026 compared to the second quarter of 2025.

The sharper acceleration in cost relative to rate reflected the supply-driven tightening described above, as carrier capacity contraction and diesel fuel price volatility drove costs higher faster than contractual rates could reprice.

In truckload, our adjusted gross profit per transaction declined modestly, as we worked with our customers to honor our contractual commitments while actively repricing contractual rates to reflect the changing market dynamics and also capture higher-margin opportunities in the spot market.

Our combined North American Surface Transportation ("NAST") truckload and LTL volume increased approximately 1.5 percent year-over-year in the second quarter of 2026, outperforming the Cass Freight Index, which declined 3.3 percent compared to the second quarter of 2025.

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

Our ocean freight shipments increased 1.0 percent compared to the second quarter of 2025, as early onset peak-season demand and customer front-loading of holiday and retail inventory supported volumes, even as carrier blank sailings and the continued rerouting of vessels related to Middle East conflicts continued to reduce effective capacity.

This modest increase was achieved against a volatile second quarter of 2025 that was heavily impacted by significant policy shifts and changing global tariff rates.

Our air freight tonnage decreased 7.5 percent compared to the second quarter of 2025, reflecting a supply-driven contraction in global cargo capacity from Middle East airspace restrictions and reduced carrier operations, which elevated air freight rates and constrained demand during the quarter.

SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

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 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.

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

• Total revenues increased 19.3 percent to $4.9 billion, primarily driven by higher pricing in our truckload, LTL, air, and ocean services.

• Gross profits increased 6.8 percent to $725.9 million.

Adjusted gross profits increased 6.5 percent to $738.0 million, primarily driven by higher adjusted gross profit per transaction in our LTL and air services and higher volume in our LTL services.

• Personnel expenses increased 0.9 percent to $338.5 million, primarily due to higher incentive compensation reflecting our strong operating performance.

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

Average employee headcount decreased 10.8 percent.

• 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.

• Other selling, general, and administrative (“SG&A”) expenses increased 1.2 percent to $143.8 million primarily due to increases across several expense categories.

• Income from operations increased 18.4 percent to $255.7 million, due to the increase in adjusted gross profit, partially offset by the increase in operating expenses.

• Adjusted operating margin of 34.7 percent increased 360 basis points.

• 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.

• Interest and other income/expense, net totaled $17.9 million of expense, consisting primarily of $16.9 million of interest expense, which increased $0.1 million versus last year due to a higher average debt balance, partially offset by lower variable interest rates.

The second quarter of 2026 results also include a $1.4 million net loss from foreign currency revaluation and realized foreign currency gains and losses.

• The effective tax rate in the quarter was 21.5 percent compared to 21.4 percent in the second quarter last year.

• Net income totaled $186.8 million, an increase of 22.5 percent from a year ago.

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

Three Months Ended March 31,

2026 2025 % change

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

2026 2025 % change 2026 2025 % change

Transportation $ 4,524,773 $ 3,746,660 20.8 % $ 8,168,484 $ 7,468,575 9.4 %

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Adjusted gross profit margin percentage (1)

Transportation 17.2 % 17.2 % — bps

Sourcing 8.7 % 10.0 % (130 bps)

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

Transportation 15.4 % 17.5 % (210 bps) 16.2 % 17.3 % (110 bps)

Sourcing 10.2 % 10.1 % 10 bps 9.5 % 10.0 % (50 bps)

Total adjusted gross profit margin 15.0 % 16.8 % (180 bps) 15.6 % 16.7 % (110 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 March 31, 2026, Compared to the Three Months Ended March 31, 2025

Consolidated Results of Operations—Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025

Total revenues and direct costs.

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.

Total transportation revenues and direct costs increased significantly primarily due to higher pricing and costs in our truckload and LTL services, along with higher pricing and costs in our air and ocean services, partially offset by lower air freight tonnage.

In our NAST business, tightening market conditions drove higher market pricing across our truckload and LTL services, which was the largest contributor to the year-over-year increase.

As discussed in the Market Trends and Business Trends sections, the supply-driven tightening and elevated diesel fuel prices in the market drove all-in transportation rates higher than the prior year.

In our global forwarding business, ocean pricing improved as early onset peak-season demand and customer front-loading of holiday and retail inventory supported volumes and rates, even as carrier blank sailings and the continued rerouting of vessels related to Middle East conflicts reduced effective capacity.

Air pricing similarly increased, reflecting a supply-driven contraction in effective global capacity and a sharp increase in jet fuel prices from Middle East airspace restrictions and longer flight times and constrained demand during the quarter.

Our sourcing total revenues and direct costs increased, due to higher volumes with foodservice customers.

Gross profits and adjusted gross profits.

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.

Our transportation adjusted gross profits increased, driven primarily by higher adjusted gross profit per transaction in our LTL and air freight services, as higher adjusted gross profit per transaction from the transactional market was mostly offset by lower adjusted gross profit per transaction in our contractual portfolio within truckload services.

The higher adjusted gross profit per transaction in our LTL services reflected stronger demand and favorable pricing dynamics as some customers shifted freight to LTL solutions in response to rising truckload transportation costs.

In our truckload services, higher transactional, or spot, market adjusted gross profit per transaction reflected our ability to capture higher-margin opportunities as spot market costs rose, while lower contractual market adjusted gross profit per transaction reflected the sharper acceleration in carrier costs relative to contractual rates, as we worked with our customers to honor our contractual commitments while actively repricing to reflect the changing market conditions.

Sourcing adjusted gross profits increased, due to higher volume with foodservice customers.

Operating expenses.

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.

Personnel expenses increased primarily due to higher incentive compensation reflecting our strong operating performance.

This impact was partially offset by cost optimization efforts and productivity improvements, including lower average employee headcount.

Other SG&A expenses increased primarily due to increases across several expense categories.

Our personnel expenses in the second quarter of 2026 included $8.0 million of severance and related personnel expenses incurred in connection with our 2025 Restructuring Program.

In addition, other SG&A expenses included a net $0.5 million gain driven by the favorable termination of an operating lease, also associated with the 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.

Our personnel expenses for the second quarter of 2025 included $3.9 million of severance and related personnel expenses associated with our 2025 Restructuring Program.

In addition, other SG&A expenses included $0.4 million of 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 $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.

Interest and other income/expense, net primarily consisted of interest expense of $16.9 million which increased $0.1 million during the second quarter of 2026, due to a higher average debt balance, partially offset by lower variable interest rates.

The current period included a $1.4 million net loss from foreign currency revaluation and realized foreign currency gains and losses.

The second quarter of 2025 included a $4.9 million net loss from foreign currency revaluation and realized foreign currency gains and losses.

Provision for income taxes.

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.

Our effective income tax rate was 21.5 percent for the second quarter of 2026 compared to 21.4 percent for the second quarter of 2025.

The effective income tax rate for the second quarter of 2026 was higher than the statutory federal income tax rate primarily due to state income tax expense, net of federal benefit, which increased the effective tax rate by 2.1 percentage points and by non-deductible executive compensation expenses, which increased the effective tax rate by 1.5 percentage points.

These impacts were partially offset by the tax benefit of share-based payment awards, and foreign tax credits.

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

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

Consolidated Results of Operations—Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025

Total revenues and direct costs.

Total revenues and direct costs increased primarily due to higher pricing and costs in our truckload and LTL services and higher pricing in our air freight services, partially offset by lower volumes in truckload, ocean, and air freight.

In our NAST business, tightening market conditions drove higher market pricing and costs across our truckload and LTL services.

The supply-side market tightening that emerged in late 2025 and continued into 2026, along with elevated diesel fuel prices, drove all-in transportation rates higher than the prior year.

Ocean pricing and costs increased later in the period as early onset peak-season demand and customer front-loading of holiday and retail inventory supported rates, even as carrier blank sailings and the continued rerouting of vessels related to those same conflicts reduced effective capacity.

Our sourcing total revenues and direct costs increased primarily due to higher volumes with retail and foodservice customers.

Gross profits and adjusted gross profits.

Our transportation adjusted gross profits increased, driven primarily by higher adjusted gross profit per transaction in our LTL and air services, partially offset by lower volume in our truckload, ocean, and air freight services.

The higher adjusted gross profit per transaction in our LTL services was driven primarily by stronger demand and favorable pricing dynamics as some customers shifted freight to LTL solutions in response to rising truckload transportation costs.

Our adjusted gross profits in truckload services decreased reflecting a decline in volumes as higher adjusted gross profit per transaction from the transactional market was mostly offset by lower adjusted gross profit per transaction in our contractual portfolio.

Sourcing adjusted gross profits increased due to higher volumes with foodservice customers, partially offset by margin compression, primarily with retail customers.

Operating expenses.

Personnel expenses increased primarily due to higher restructuring charges related to workforce reductions.

These increases were partially offset by cost optimization initiatives and productivity improvements, including a lower average employee headcount.

Other SG&A expenses decreased primarily due to lower occupancy costs and reductions across several expense categories.

The decline in occupancy costs was driven by a $6.3 million impairment charge related to our Kansas City regional center recorded in the prior-year period, together with ongoing facilities footprint optimization efforts.

Our personnel expenses for the six months ended June 30, 2026 included $26.8 million of severance and related personnel expenses incurred in connection with our 2025 Restructuring Program.

In addition, other SG&A included $0.9 million of expense also associated with the program.

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

Our personnel expenses for the six months ended June 30, 2025 included $5.1 million of severance and related personnel expenses incurred in connection with our 2025 Restructuring Program and the divestiture of our Europe Surface Transportation business.

In addition, other SG&A included $7.8 million of expense also associated with the divestiture and the Kansas City regional center impairment discussed above.

Interest and other income/expense, net.

Interest and other income/expense, net primarily consisted of interest expense of $30.9 million, which decreased $2.7 million driven by lower variable interest rates and a lower average debt balance compared to the prior year.

The six months ended June 30, 2026 included a $0.3 million net gain from foreign currency revaluation and realized foreign currency gains and losses, compared to an $8.3 million net loss in the prior year.

Provision for income taxes.

Our effective income tax rate was 17.4 percent for the six months ended June 30, 2026 and 17.9 percent for the six months ended June 30, 2025.

The effective income tax rate for the six months ended June 30, 2026 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 9.1 percentage points and 1.1 percentage points, respectively.

These impacts were partially offset by non-deductible executive compensation expenses and state income tax expense, net of federal benefit, which increased the effective tax rate by 3.6 percentage points and 2.3 percentage points, respectively.

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

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

These impacts were partially offset by state income tax expense, net of federal benefit which increased the effective tax rate by 2.2 percentage points.

NAST Segment Results of Operations

Three Months Ended March 31,

(dollars in thousands) 2026 2025 % change

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

(dollars in thousands) 2026 2025 % change 2026 2025 % change

Total revenues $ 3,593,269 $ 2,918,227 23.1 % $ 6,540,592 $ 5,786,647 13.0 %

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Income from operations $ 189,845 $ 163,991 15.8 % $ 334,975 $ 307,662 8.9 %

Three Months Ended March 31,

2026 2025 % change

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

2026 2025 % change 2026 2025 % change

Average employee headcount 4,671 5,283 (11.6) % 4,732 5,283 (10.4) %

1 unchanged sentence

Truckload 0.5 % (1.5) %

LTL 2.0 % 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 March 31, 2026, Compared to the Three Months Ended March 31, 2025

Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025

Total revenues and direct costs.

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.

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

Tightening market conditions drove higher market pricing across our truckload and LTL services, which was the largest contributor to the year-over-year increase, with volumes also increasing in both truckload and LTL services.

Our average truckload linehaul rate per mile charged to customers, which excludes fuel surcharges, increased approximately 25.5 percent in the second quarter of 2026 compared to the second quarter of 2025.

Our truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 29.0 percent in the second quarter of 2026 compared to the second quarter of 2025.

Gross profits and adjusted gross profits.

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.

NAST adjusted gross profits increased, driven primarily by higher adjusted gross profit per transaction in our LTL services, as higher adjusted gross profit per transaction from the transactional market was mostly offset by lower adjusted gross profit per transaction in our contractual portfolio within truckload services.

In our truckload services, higher transactional, or spot, market adjusted gross profit per transaction reflected our ability to capture higher-margin opportunities as spot market costs rose, while lower contractual market adjusted gross profit per transaction reflected the sharper acceleration in carrier costs relative to our contractual rates, as we worked with our customers to honor our contractual commitments while actively repricing to reflect the changing market conditions.

Operating expenses.

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.

NAST personnel expenses increased primarily due to higher incentive compensation reflecting our strong operating performance.

This impact was partially offset by cost optimization efforts and productivity improvements, including lower average employee headcount.

NAST other SG&A expenses increased primarily due to higher claims expense and higher allocated corporate expenses partially offset by declines across several expense categories.

NAST personnel expenses in the second quarter of 2026 included $2.0 million of severance and related personnel expenses associated with our 2025 Restructuring Program.

Other SG&A expenses also included $0.1 million of restructuring costs.

NAST personnel expenses in the second quarter of 2025 included $0.7 million of severance and related personnel expenses also associated with the same program.

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

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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.

Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025

Total revenues and direct costs.

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

Tightening market conditions drove higher market pricing across our truckload and LTL services.

This supply-driven tightening, which emerged in late 2025 and continued into 2026, together with elevated diesel fuel prices, drove all-in transportation rates higher than the prior year.

LTL volumes increased for the year-to-date period, while truckload volumes decreased, reflecting a decline in the first quarter that was only partially offset by modest growth in the second quarter.

Our average truckload linehaul rate per mile charged to customers, which excludes fuel surcharges, increased approximately 18.5 percent.

Our truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 21.5 percent.

Gross profits and adjusted gross profits.

NAST adjusted gross profits increased, driven primarily by higher adjusted gross profit per transaction in our LTL services.

Adjusted gross profits in our truckload services decreased, reflecting a decline in volumes, as higher adjusted gross profit per transaction from the transactional, or spot, market was mostly offset by lower adjusted gross profit per transaction in our contractual portfolio.

The higher transactional market adjusted gross profit per transaction reflected our ability to capture higher-margin opportunities as spot market costs rose, while the lower contractual market adjusted gross profit per transaction reflected the sharper acceleration in carrier costs relative to our contractual rates, as we worked with our customers to honor our contractual commitments while actively repricing to reflect the changing market conditions.

Operating expenses.

NAST personnel expenses increased driven by higher restructuring charges related to workforce reductions and higher incentive compensation reflecting our strong operating performance.

These increases were partially offset by cost optimization efforts and productivity improvements, including lower average employee headcount.

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

NAST personnel expenses in the six months ended June 30, 2026 included $18.1 million of severance and related personnel expenses associated with our 2025 Restructuring Program.

Other SG&A expenses also included $0.2 million of restructuring costs.

NAST personnel expenses in the six months ended June 30, 2025 included $0.7 million of severance and related personnel expenses also associated with the same program.

Global Forwarding Segment Results of Operations

Three Months Ended March 31,

(dollars in thousands) 2026 2025 % change

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

(dollars in thousands) 2026 2025 % change 2026 2025 % change

Total revenues $ 896,604 $ 797,800 12.4 % $ 1,561,334 $ 1,572,688 (0.7) %

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Income from operations $ 60,970 $ 51,330 18.8 % $ 92,654 $ 94,273 (1.7) %

Three Months Ended March 31,

2026 2025 % change

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

2026 2025 % change 2026 2025 % change

Average employee headcount 3,699 4,436 (16.6) % 3,767 4,469 (15.7) %

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Ocean 1.0 % (4.5) %

Air (7.5) % (11.0) %

Customs (2.0) % (2.0) %

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

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

Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025

Total revenues and direct costs.

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.

Global Forwarding total revenues and direct costs increased primarily driven by higher pricing and costs in air services, including the impact of higher fuel surcharges, along with higher pricing and costs in ocean services, and to a lesser extent, an increase in ocean volumes.

These increases were partially offset by lower air freight tonnage.

Air pricing increased, reflecting a supply-driven contraction in effective global capacity and a sharp increase in jet fuel prices resulting from Middle East airspace restrictions and longer flight routings, along with constrained demand during the quarter.

Ocean pricing increased as the early onset of peak-season demand and customer front-loading of holiday and retail inventory supported volumes and rates, even as carrier blank sailings and the continued rerouting of Asia-to-Europe vessels related to Middle East conflicts reduced effective capacity.

Gross profits and adjusted gross profits.

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.

Global Forwarding adjusted gross profits increased, primarily driven by a higher adjusted gross profit per shipment in air services, attributable to the elevated global air freight pricing discussed above.

This increase was partially offset by lower adjusted gross profits in ocean and customs services.

Ocean adjusted gross profits declined, driven by a lower adjusted gross profit per shipment as purchased transportation costs increased faster than customer pricing, partially offset by higher volumes, as discussed above.

Customs adjusted gross profits decreased compared to the elevated levels in the prior year, which benefited from higher duty advance fees reflecting elevated global tariff rates.

Operating expenses.

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

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

Global Forwarding personnel expenses in the second quarter of 2026 included $3.0 million of severance and related personnel expenses associated with our 2025 Restructuring Program.

Other SG&A expenses included a $0.8 million gain resulting from

the favorable termination of an operating lease also associated with the program.

Global Forwarding personnel expenses for the second quarter of 2025 included $2.6 million of severance and related personnel expenses also associated with the same program.

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

Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025

Total revenues and direct costs.

Global Forwarding total revenues decreased, primarily driven by lower volumes in both ocean and air freight services and, to a lesser extent, lower pricing in ocean services.

These decreases were mostly offset by higher pricing in air services, including the impact of higher fuel surcharges.

The higher pricing in the air freight market also contributed to an increase in purchased transportation costs compared to the prior year.

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

Ocean pricing was pressured early in the period by excess vessel capacity in the market, before strengthening later in the period as the early onset of peak‑season demand and customer front‑loading of holiday and retail inventory supported volumes and rates, even as carrier blank sailings and the continued rerouting of Asia‑to‑Europe vessels related to Middle East conflicts reduced effective capacity.

Air freight pricing increased, reflecting a supply‑driven contraction in effective global capacity and a sharp increase in jet fuel prices resulting from Middle East airspace restrictions and longer flight routings, even as air freight tonnage declined amid constrained demand.

Gross profits and adjusted gross profits.

Global Forwarding adjusted gross profits decreased, primarily driven by a lower adjusted gross profit per shipment in ocean services and lower ocean volumes.

The decline in ocean adjusted gross profit per shipment was attributable to excess vessel capacity that significantly reduced pricing earlier in the period, and, later in the period, to purchased transportation costs increasing faster than customer pricing.

These declines were partially offset by a higher adjusted gross profit per shipment in air services, attributable to the elevated global air freight pricing discussed above, partially offset by lower air freight volumes.

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 partially offset by higher allocated corporate expenses.

Global Forwarding personnel expenses for the six months ended June 30, 2026 included $4.1 million of severance and related personnel expenses associated with our 2025 Restructuring Program.

Other SG&A expenses also included $0.6 million of restructuring costs.

Global Forwarding personnel expenses for the six months ended June 30, 2025 included $2.6 million of severance and related personnel expenses also associated with the same 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 March 31,

(dollars in thousands) 2026 2025 % change

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

(dollars in thousands) 2026 2025 % change 2026 2025 % change

Total revenues $ 444,225 $ 420,516 5.6 % $ 845,106 $ 823,948 2.6 %

Loss from operations (1,128) (9,761) (88.4) %

Income (loss) from operations 4,928 598 N/M 3,800 (9,163) N/M

Adjusted gross profits (1)

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Managed Solutions 32,471 29,007 11.9 % 62,079 56,853 9.2 %

Other Surface Transportation — 4,637 (100.0) %

Other Surface Transportation — — N/M — 4,637 (100.0) %

Total adjusted gross profits $ 79,747 $ 73,402 8.6 % $ 146,872 $ 143,538 2.3 %

1 unchanged sentence

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

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

Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025

Total revenues and direct costs.

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.

Total revenues and direct costs increased primarily due to higher volumes with foodservice customers in our Robinson Fresh business.

Total revenues and direct costs in our Managed Solutions business also increased as a result of higher freight under management.

Gross profits and adjusted gross profits.

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.

Robinson Fresh adjusted gross profits increased due to higher volume with foodservice customers.

Managed Solutions adjusted gross profits increased as a result of higher freight under management.

Restructuring, lease impairment charge, and divestiture expenses.

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.

All Other and Corporate personnel expenses in the second quarter of 2026 included $3.0 million of severance and related personnel expenses associated with our 2025 Restructuring Program.

In addition, we incurred $0.2 million of other SG&A expenses during the second quarter of 2026 related to the program.

All Other and Corporate personnel expenses for the second quarter of 2025 included $0.6 million of severance and related personnel expenses associated with our 2025 Restructuring Program.

Other SG&A expenses for the second quarter of 2025 included $0.4 million related to restructuring activities and 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 and Note 13, Restructuring , for further discussion related to our 2025 Restructuring Program.

Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025

Total revenues and direct costs.

Total revenues and direct costs increased primarily due to higher volumes with retail and foodservice customers in our Robinson Fresh business.

These increases were partially offset by lower revenues and direct costs resulting from the divestiture of our Europe Surface Transportation business on February 1, 2025.

Total revenues and direct costs in our Managed Solutions business also increased as a result of higher freight under management.

Gross profits and adjusted gross profits.

Robinson Fresh adjusted gross profits increased due to higher volumes with foodservice customers, partially offset by margin compression, primarily with retail customers.

Managed Solutions adjusted gross profits increased as a result of higher freight under management.

Other Surface Transportation adjusted gross profits decreased due to the divestiture of our Europe Surface Transportation business.

Restructuring, lease impairment charge, and divestiture expenses.

All Other and Corporate personnel expenses in the six months ended June 30, 2026, included $4.7 million of severance and related personnel expenses associated with our 2025 Restructuring Program.

In addition, we incurred $0.1 million of other SG&A expenses during the six months ended June 30, 2026 related to the program.

All Other and Corporate personnel expenses for the six months ended June 30, 2025, included $1.8 million of severance and related personnel expenses associated with the divestiture of our Europe Surface Transportation business and our 2025 Restructuring Program.

Other SG&A expenses for the six months ended June 30, 2025, included a $1.6 million loss related to the divestiture of our Europe Surface Transportation business and a $6.3 million lease impairment charge related to our Kansas City regional center resulting from the execution of a sublease agreement on a portion of the facility.

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 March 31, 2026 Borrowing Capacity Maturity

Description Carrying Value as of June 30, 2026 Borrowing Capacity Maturity

Revolving credit facility $ 325,000 $ 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 $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.

Cash and cash equivalents totaled $154.6 million as of June 30, 2026, and $160.9 million as of December 31, 2025.

Cash and cash equivalents held outside the United States totaled $134.4 million as of June 30, 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):

Three Months Ended March 31,

Six Months Ended June 30,

Sources (uses) of cash:

3 unchanged sentences

Proceeds from divestiture 11,828 27,737

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

Cash used for investing activities (100,372) (8,504)

Repurchase of common stock (432,183) (128,767)

Cash dividends (154,300) (152,355)

Net borrowings on debt 253,000 12,000

Net borrowings (payments) on debt 595,000 (24,000)

Other financing activities (19,132) (27,563)

3 unchanged sentences

Cash flows from operating activities.

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.

The decrease in cash provided by operating activities was primarily driven by an increase in net operating working capital, reflecting higher pricing and costs across many of our services compared to the prior year.

In our NAST business, the supply-side market tightening that emerged in late 2025 and continued into 2026 drove higher market pricing and costs across our truckload and LTL services.

These conditions, together with elevated diesel fuel prices, contributed to higher all-in transportation rates.

In our global forwarding business, air freight pricing and costs increased, reflecting a contraction in effective global capacity from Middle East conflicts, which drove airspace restrictions, longer flight times, and a sharp increase in jet fuel prices, while ocean pricing and costs increased later in the period as early onset peak-season demand and customer front-loading of holiday and retail inventory supported rates.

As a result of these market conditions, net operating working capital increased, adversely impacting cash provided by operating activities during the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

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.

1 unchanged sentence

Capital expenditures consisted primarily of investments in software, which are intended to develop and deliver scalable solutions by transforming our processes, accelerate the pace of development and prioritizing data integrity, improve our customer and carrier experience, and increase efficiency to help expand our adjusted operating margins and grow the business.

On June 22, 2026, we acquired DeSpir Logistics.

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

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

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Cash flows from financing activities.

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.

Net cash used for financing activities decreased significantly in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven by an increase in net borrowings on debt, partially offset by an increase in cash returned to shareholders through share repurchases.

Net borrowings on debt increased primarily to fund incremental share repurchases and cash paid for an acquisitions in the six months ended June 30, 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 March 31, 2026, we were in compliance with all of the covenants under our debt agreements.

As of June 30, 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 March 31, 2026, there were no material changes to our critical accounting policies and estimates.

As of June 30, 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 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.

As of June 30, 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