What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-07 compared with 2025-08-07 · 157 added, 157 removed, 612 unchanged (34% of the section changed)

4 unchanged sentences

(In thousands, except share data)

June 30, 2025

September 30, 2025

December 31, 2024

29 unchanged sentences

Current liabilities:

Checks outstanding in excess of bank balances

Accounts payable

27 unchanged sentences

40,000,000 shares authorized;

21,855,878 shares issued and 20,346,273 outstanding as of June 30, 2025;

21,855,878 shares issued and 20,347,178 outstanding as of September 30, 2025;

and 21,774,350 shares issued and outstanding as of December 31, 2024

5 unchanged sentences

Treasury stock at cost;

1,550,490 and no shares as of June 30, 2025 and December 31, 2024, respectively

1,508,700 and no shares as of September 30, 2025 and December 31, 2024, respectively

Accumulated other comprehensive income

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE three and six months ended June 30, 2025 and 2024

FOR THE three and nine months ended September 30, 2025 and 2024

(In thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Freight revenue

$ 276,532 $ 256,512 $ 519,751 $ 504,197

Fuel surcharge revenue

26,322 30,985 52,458 62,063

Total revenue

$ 302,854 $ 287,497 $ 572,209 $ 566,260

Operating expenses:

Salaries, wages, and related expenses

$ 109,148 $ 106,373 $ 214,100 $ 206,708

27,989 29,093 56,157 60,045

Operations and maintenance

17,066 15,552 32,816 29,148

Revenue equipment rentals and purchased transportation

76,791 62,755 133,596 129,506

Operating taxes and licenses

3,436 2,283 7,022 5,644

Insurance and claims

17,307 17,148 32,590 32,538

Communications and utilities

1,481 1,272 2,949 2,675

General supplies and expenses

14,657 14,477 28,252 35,307

Depreciation and amortization

23,121 22,130 44,916 43,238

Loss on disposition of property and equipment, net

295 837 621 1,539

Total operating expenses

291,291 271,920 553,019 546,348

Operating income

11,563 15,577 19,190 19,912

Interest expense, net

2,470 3,799 5,327 7,137

Income from equity method investment

( 4,268 ) ( 4,094 ) ( 8,044 ) ( 7,770 )

Income before income taxes

13,361 15,872 21,907 20,545

Income tax expense

3,521 3,828 5,504 4,677

Income from continuing operations, net of tax

9,840 12,044 16,403 15,868

Income from discontinued operations, net of tax

$ 9,840 $ 12,194 $ 16,403 $ 16,168

Basic income per share:

Income from continuing operations

$ 0.38 $ 0.46 $ 0.62 $ 0.60

Income from discontinued operations

- 0.01 - 0.01

Net income per share

$ 0.38 $ 0.46 $ 0.62 $ 0.62

Diluted income per share:

Income from continuing operations

$ 0.36 $ 0.44 $ 0.60 $ 0.57

Income from discontinued operations

- 0.01 - 0.01

Net income per share

$ 0.36 $ 0.44 $ 0.60 $ 0.59

Basic weighted average shares outstanding

26,041 26,292 26,295 26,234

Diluted weighted average shares outstanding

27,228 27,662 27,564 27,604

Total may not sum due to rounding.

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE three and six months ended June 30, 2025 and 2024

FOR THE three and nine months ended September 30, 2025 and 2024

(Unaudited and in thousands )

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

$ 9,093 $ 13,033 $ 25,496 $ 29,202

Other comprehensive income:

Unrealized (loss) gain on effective portion of cash flow hedges, net of tax of $ 23 and $ 90 in 2025 and ($ 47 ) and ($ 172 ) in 2024, respectively

Unrealized gain (loss) on effective portion of cash flow hedges, net of tax of ($ 1 ) and $ 88 in 2025 and $ 152 and ($ 20 ) in 2024, respectively

4 ( 435 ) ( 253 ) 57

1 unchanged sentence

( 58 ) ( 96 ) ( 178 ) ( 294 )

Total other comprehensive (loss) income(1)

Total other comprehensive loss(1)

( 54 ) ( 531 ) ( 431 ) ( 237 )

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE three and six months ended June 30, 2025 and 2024

FOR THE three and nine months ended September 30, 2025 and 2024

(Unaudited and in thousands)

For the Three and Six Months Ended June 30, 2025

For the Three and Nine Months Ended September 30, 2025

Comprehensive

28 unchanged sentences

$ 219 $ 47 $ 159,813 $ ( 34,744 ) $ 658 $ 290,881 $ 416,874

For the Three and Six Months Ended June 30, 2024

- - - - - 9,093 9,093

Cash dividend ($ 0.07 per common share)

- - - - - ( 1,753 ) ( 1,753 )

Other comprehensive income

- - - - ( 54 ) - ( 54 )

Share repurchase

- - - ( 1,017 ) - - ( 1,017 )

Stock-based employee compensation expense

- - 1,065 - - - 1,065

Issuance of restricted shares, net

- - ( 1,206 ) 714 - - ( 492 )

Balances at September 30, 2025

$ 219 $ 47 $ 159,672 $ ( 35,047 ) $ 604 $ 298,221 $ 423,716

For the Three and Nine Months Ended September 30, 2024

Comprehensive

28 unchanged sentences

$ 161 $ 24 $ 157,448 $ ( 131,566 ) $ 1,110 $ 392,196 $ 419,373

- - - - - 13,033 13,033

Cash dividend ($ 0.055 per common share)

- - - - - ( 1,450 ) ( 1,450 )

Other comprehensive income

- - - - ( 531 ) - ( 531 )

Stock-based employee compensation expense

- - 988 - - - 988

Issuance of restricted shares, net

- - 45 94 - - 139

Balances at September 30, 2024

$ 161 $ 24 $ 158,481 $ ( 131,472 ) $ 579 $ 403,779 $ 431,552

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE six months ended June 30, 2025 and 2024

FOR THE nine months ended September 30, 2025 and 2024

(Unaudited and in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

8 unchanged sentences

Return on investment from equity method investee

Loss on disposition of property and equipment

(Gain) loss on disposition of property and equipment

Changes in operating assets and liabilities:

5 unchanged sentences

Net cash flows provided by operating activities

Cash flows used by investing activities:

Cash flows from investing activities:

Acquisition, net of cash acquired

2 unchanged sentences

Proceeds from disposition of property and equipment

Net cash flows used by investing activities

Net cash flows used in investing activities

Cash flows from financing activities:

Change in checks outstanding in excess of bank balances

Cash dividend

30 unchanged sentences

Our operating results are subject to seasonal trends when measured on a quarterly basis;

therefore, operating results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 .

therefore, operating results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 .

These condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10 -K for the year ended December 31, 2024 .

7 unchanged sentences

We annually, or whenever events or changes in circumstances indicate that a review is warranted, review the reasonableness of our estimates regarding useful lives and salvage values of our revenue equipment and other long-lived assets, based upon, among other things, our experience with similar assets, conditions in the used revenue equipment market, and prevailing industry practice.

During the quarter ended June 30, 2024, we performed a review of our estimates and, due to a weak used revenue equipment market, we increased the rate of depreciation on revenue equipment in the period resulting in an additional $ 2.6 million of depreciation expense during the three months ended June 30, 2024 .

During the quarter ended June 30, 2024, we performed a review of our estimates and, due to a weak used revenue equipment market, we increased the rate of depreciation on revenue equipment in the period resulting in an additional $ 1.2 million and $ 3.8 million of depreciation expense during the three and nine months ended September 30, 2024, respectively .

Recent Accounting Pronouncements

Accounting standards not yet adopted

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

In September 2025, the Financial Accounting Standards Board ("FASB") issued ASU 2025 - 06, Intangibles - Goodwill and Other - Internal-Use Software:

Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software.

The amendments in the standard remove all previous references to project stages and clarify the threshold entities apply to begin capitalizing costs.

The standard becomes effective for us on January 1, 2028, for annual and interim periods and may be adopted on a prospective basis, a modified basis for in-process projects, or a retrospective basis.

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

In July 2025, the FASB issued ASU 2025 - 05, Measurement of Credit Losses for Accounts Receivable and Contract Assets.

In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

This guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The Company does not expect adoption of this guidance to have a material effect on our consolidated financial statements.

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

Disaggregation of Income Statement Expenses.

8 unchanged sentences

ASU 2023 - 09 is effective for annual periods beginning after December 15, 2024.

The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.

Reclassification of Previously Issued Financial Statements

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Income from continuing operations

14 unchanged sentences

Total may not sum due to rounding.

There were approximately 1,000 and no unvested shares excluded from the calculation of diluted earnings per share as anti-dilutive for the three and six months ended June 30, 2025, respectively, and no unvested shares excluded from the calculation of diluted earnings per share as anti-dilutive for the three and six months ended June 30, 2024.

There were no unvested employee stock options excluded from the calculation of diluted earnings per share as anti-dilutive for the three and six months ended June 30, 2025 and 2024 , respectively.

There were no unvested shares excluded from the calculation of diluted earnings per share as anti-dilutive for the three and nine months ended September 30, 2025 and 2024 .

There were no unvested employee stock options excluded from the calculation of diluted earnings per share as anti-dilutive for the three and nine months ended September 30, 2025 and 2024 .

Fair Value of Financial Instruments

14 unchanged sentences

(in thousands)

June 30, 2025

September 30, 2025

December 31, 2024

1 unchanged sentence

Contingent consideration

( 21,660 ) ( 27,794 ) 3

Cash surrender value life insurance policies

4,466 3,370 2

The carrying amount of cash and cash equivalents, certificates of deposit, accounts receivable, accounts payable, and current debt approximates their fair value because of the short-term maturity of these instruments.

Interest rates that are currently available to us for issuance of long-term debt with similar terms and remaining maturities are used to estimate the fair value of our long-term debt, which primarily consists of revenue equipment installment notes.

The fair value of our revenue equipment installment notes approximated the carrying value as of June 30, 2025 , as the weighted average interest rate on these notes approximates the market rate for similar debt.

The fair value of our revenue equipment installment notes approximated the carrying value as of September 30, 2025 , as the weighted average interest rate on these notes approximates the market rate for similar debt.

Borrowings under our revolving Credit Facility (as defined herein) approximate fair value due to the variable interest rate on that facility.

1 unchanged sentence

The fair value of the contingent consideration is adjusted at each reporting period based on changes to the expected cash flows and related assumptions.

During the three months ended June 30, 2025, there were contingent payments made of $ 0.1 million as a result of the Asset Acquisition.

During the six months ended June 30, 2025, there were contingent payments made of $12.5 million based on LTST's results for the first calendar year following closing and $ 0.1 million as a result of the Asset Acquisition.

During the three months ended June 30, 2024, there were no contingent payments made.

During the six months ended June 30, 2024, there were contingent payments made of $ 10.0 million based on AAT's results for the second post-acquisition year.

During the three months ended September 30, 2025, there were contingent payments made of $ 0.4 million as a result of the Asset Acquisition.

During the nine months ended September 30, 2025, there were contingent payments made of $ 12.5 million based on LTST's results for the first calendar year following closing and $ 0.4 million as a result of the Asset Acquisition.

During the three months ended September 30, 2024, there were no contingent payments made.

During the nine months ended September 30, 2024, there were contingent payments made of $ 10.0 million based on AAT's results for the second post-acquisition year.

Of the $ 12.9 million paid for the contingent consideration liability during 2025, $ 5.0 million was classified as financing cash flows and $ 7.9 million was classified as operating cash flows within the condensed consolidated statements of cash flows.

Of the $ 10.0 million paid for the contingent consideration liability during 2024, $ 7.0 million was classified as financing cash flows and $ 3.0 million was classified as operating cash flows within the condensed consolidated statements of cash flows.

The fair value of the contingent consideration increased $ 0.7 million and $ 8.1 million related to a change in the fair value for the LTST contingent consideration for the three months ended June 30, 2025 and 2024, respectively and $ 1.4 million and $ 8.8 million related to a change in the fair value for the LTST contingent consideration for the six months ended June 30, 2025 and 2024, respectively.

Additionally, contingent consideration increased $ 5.0 million for the six months ended June 30, 2025 as a result of the Asset Acquisition.

The fair value of the contingent consideration increased $ 0.7 million and $ 0.7 million related to a change in the fair value for the LTST contingent consideration for the three months ended September 30, 2025 and 2024, respectively and $ 2.1 million and $ 9.5 million related to a change in the fair value for the LTST contingent consideration for the nine months ended September 30, 2025 and 2024, respectively.

Additionally, contingent consideration increased $ 5.0 million for the nine months ended September 30, 2025 as a result of the Asset Acquisition.

The adjustment to the fair value of the contingent consideration liability was recorded as a component of general supplies and expenses within the condensed consolidated statements of operations.

1 unchanged sentence

The following table provides a summary (in thousands) of the activity for the contingent consideration liability for 2025:

December 31, 2024 Additions Adjustments to fair market value Payments June 30, 2025

December 31, 2024

Adjustments to fair market value

September 30, 2025

Contingent consideration

19 unchanged sentences

The CODM also uses segment operating income for evaluating pricing strategy, to assess the performance of each segment by comparing the results of each segment with one another, and in determining the compensation of certain employees.

The following table summarizes our total revenue by our four reportable segments, as used by our CODM in making decisions regarding allocation of resources etc., for the three and six months ended June 30, 2025 and 2024 :

(in thousands)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Managed Freight

Freight revenue

$ 83,229 $ 90,166 $ 77,550 $ 25,587 $ 276,532

Fuel surcharge revenue (1)

14,071 12,111 - 140 26,322

Subtotal operating revenues

Other revenues

Total revenue

$ 97,300 $ 102,277 $ 77,550 $ 25,727 $ 302,854

Operating expenses:

Salaries, wages, and related expenses

32,153 42,041 2,844 12,350

14,335 13,552 - 156

Operations and maintenance

10,322 11,300 563 1,534

Revenue equipment rentals and purchased transportation

17,136 9,230 66,558 1,173

Operating taxes and licenses

341 652 9 559

Insurance and claims

6,743 5,170 25 239

Communications and utilities

General supplies and expenses

225 631 885 4,742

Depreciation and amortization

1 4,222 22 476

Loss on disposition of property and equipment, net

Total allocated overhead

8,578 8,835 2,174 2,355

Segment operating expenses

89,834 96,064 73,088 23,811 282,797

Segment operating income

$ 7,466 $ 6,213 $ 4,462 $ 1,916 $ 20,057

Subtotal operating income

Total consolidated operating income

3 unchanged sentences

(in thousands)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Managed Freight

1 unchanged sentence

Fuel surcharge revenue (1)

Subtotal operating revenues

Other revenues

Total revenue

17 unchanged sentences

(in thousands)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Managed Freight

1 unchanged sentence

Fuel surcharge revenue (1)

Subtotal operating revenues

Other revenues

Total revenue

17 unchanged sentences

(in thousands)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Managed Freight

1 unchanged sentence

Fuel surcharge revenue (1)

Subtotal operating revenues

Other revenues

Total revenue

26 unchanged sentences

Due to the partially nondeductible effect of per diem pay, our tax rate will fluctuate in future periods based on fluctuations in earnings.

Our liability recorded for uncertain tax positions as of June 30, 2025 is unchanged since December 31, 2024 .

Our liability recorded for uncertain tax positions as of September 30, 2025 is unchanged since December 31, 2024 .

The net deferred tax liability of $ 122.2 million primarily relates to differences in cumulative book versus tax depreciation of property and equipment, partially off-set by net operating loss carryovers and insurance claims that have been reserved but not paid.

2 unchanged sentences

On a periodic basis, we assess the need for adjustment of the valuation allowance.

The Company has determined that a valuation allowance was not necessary at June 30, 2025 for its deferred tax assets since it is more likely than not they will be realized from the future reversals of temporary differences.

The Company has determined that a valuation allowance was not necessary at September 30, 2025 for its deferred tax assets since it is more likely than not they will be realized from the future reversals of temporary differences.

If these estimates and related assumptions change in the future, we may be required to modify our valuation allowance against the carrying value of the deferred tax assets.

7 unchanged sentences

We do not believe this will have a material impact on our active repurchase program.

Current and long-term debt and lease obligations consisted of the following as of June 30, 2025 and December 31, 2024 :

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act ("OBBBA") into law.

The OBBBA, among other things, includes provisions for accelerated tax depreciation, modifications to the net interest deduction limitations, and the rollback of certain alternative energy provisions.

Based on preliminary analysis, we anticipate our deferred tax liability for fixed assets to increase by approximately $ 31.0 million related to bonus depreciation.

We are continuing to model the effects of the OBBBA, such as Section 163 (j) and Section 174, with no other adjustments expected as of September 30, 2025.

Current and long-term debt and lease obligations consisted of the following as of September 30, 2025 and December 31, 2024 :

(in thousands)

June 30, 2025

September 30, 2025

December 31, 2024

3 unchanged sentences

Revenue equipment installment notes;

weighted average interest rate of 5.2 % at June 30, 2025, and 5.4 % at December 31, 2024, due in monthly installments with final maturities at various dates ranging from February 2028 to June 2031, secured by related revenue equipment

weighted average interest rate of 5.2 % at September 30, 2025, and 5.4 % at December 31, 2024, due in monthly installments with final maturities at various dates ranging from February 2028 to September 2031, secured by related revenue equipment

62,330 188,505 62,860 170,629

Real estate notes;

interest rate of 6.1 % at June 30, 2025 and 6.3 % at December 31, 2024 due in monthly installments with a fixed maturity at August 2035, secured by related real estate

interest rate of 6.1 % at September 30, 2025 and 6.3 % at December 31, 2024 due in monthly installments with a fixed maturity at August 2035, secured by related real estate

1,393 15,406 1,350 16,456

18 unchanged sentences

or (B) the sum of (i) 87.5 % of eligible accounts receivable, plus (ii) the least of (a) 85 % of the appraised net orderly liquidation value of eligible revenue equipment, (b) 100 % of the net book value of eligible revenue equipment, (c) 60.0 % of the Lenders' aggregate revolving commitments under the Credit Facility, or (d) $ 65.0 million.

We had $ 24.6 million borrowings outstanding under the Credit Facility as of June 30, 2025 , undrawn letters of credit outstanding of approximately $ 19.9 million, and available borrowing capacity of $ 65.5 million.

As of June 30, 2025 , there were $ 6.6 million base rate and $ 18.0 million SOFR loans.

Based on availability as of June 30, 2025 and 2024 , there was no fixed charge coverage requirement.

We had no borrowings outstanding under the Credit Facility as of September 30, 2025 , undrawn letters of credit outstanding of approximately $ 19.9 million, and available borrowing capacity of $ 90.1 million.

As of September 30, 2025 , there were no base rate or SOFR loans.

Based on availability as of September 30, 2025 and 2024 , there was no fixed charge coverage requirement.

The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the Lenders' commitments may be terminated.

3 unchanged sentences

Pricing for the revenue equipment installment notes is quoted by the respective financial affiliates of our primary revenue equipment suppliers and other lenders at the funding of each group of equipment acquired and include fixed annual rates for new equipment under retail installment contracts.

The notes included in the funding are due in monthly installments with final maturities at various dates ranging from February 2028 to June 2031 .

The notes included in the funding are due in monthly installments with final maturities at various dates ranging from February 2028 to September 2031 .

The notes contain certain requirements regarding payment, insuring of collateral, and other matters, but do not have any financial or other material covenants or events of default except certain notes totaling $ 21.4 million are cross-defaulted with the Credit Facility.

5 unchanged sentences

We expect to be in compliance with our debt covenants for the next 12 months.

In connection with the settlement of a dispute related to the sale of Transport Financial Services (the "TFS Settlement"), in September 2020, TBK Bank, SSB, as lender and agent for Triumph (“TBK Bank”), provided the Company with a $ 45 million line of credit (the “Draw Note”), the proceeds of which are to be used solely to satisfy our indemnification obligations under the TFS Settlement.

We may borrow pursuant to the Draw Note until September 23, 2025.

In connection with the settlement of a dispute related to the sale of Transport Financial Services (the "TFS Settlement"), in September 2020, TBK Bank, SSB, as lender and agent for Triumph (“TBK Bank”), provided the Company with a $ 45 million line of credit (the “Draw Note”), the proceeds of which were to be used solely to satisfy our indemnification obligations under the TFS Settlement.

The Draw Note expired September 23, 2025.

Lease Obligations

The finance leases in effect at June 30, 2025 terminate from June 2028 through November 2033 and contain guarantees of the residual value of the related equipment by us.

A summary of our lease obligations at June 30, 2025 and 2024 are as follows:

The finance leases in effect at September 30, 2025 terminate from June 2028 through November 2033 and contain guarantees of the residual value of the related equipment by us.

A summary of our lease obligations at September 30, 2025 and 2024 are as follows:

(dollars in thousands)

1 unchanged sentence

Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Finance lease cost:

Amortization of right-of-use assets

$ 218 $ 123 $ 437 $ 246

Interest on lease liabilities

120 222 243 421

Operating lease cost

3,993 3,325 7,834 6,959

Variable lease cost

17 125 ( 68 ) 149

Short-term lease cost

1,473 914 2,679 1,974

Total lease cost

$ 5,821 $ 4,709 $ 11,125 $ 9,749

Other information

1 unchanged sentence

Operating cash flows from finance leases

120 222 243 421

Operating cash flows from operating leases

3,026 2,505 6,046 5,435

Financing cash flows from finance leases

185 203 365 365

Right-of-use assets obtained in exchange for new finance lease liabilities

Right-of-use assets obtained in exchange for new operating lease liabilities

1,484 8,970 4,359 8,970

Weighted-average remaining lease term—finance leases (in years)

1 unchanged sentence

Weighted-average discount rate—finance leases

12.8 % 13.4 %

Weighted-average discount rate—operating leases

As of June 30, 2025 and December 31, 2024 , right-of-use assets of $ 38.0 million and $ 40.0 million for operating leases and $ 3.2 million and $ 4.6 million for finance leases, respectively, are included in net property and equipment in our condensed consolidated balance sheets.

As of September 30, 2025 and December 31, 2024 , right-of-use assets of $ 36.0 million and $ 40.0 million for operating leases and $ 3.0 million and $ 4.6 million for finance leases, respectively, are included in net property and equipment in our condensed consolidated balance sheets.

Operating lease right-of-use asset amortization is included in revenue equipment rentals and purchased transportation and general supplies and expenses, depending on the underlying asset, in the condensed consolidated statement of operations.

Amortization of finance leased assets is included in depreciation and amortization expense in the condensed consolidated statement of operations.

Our future minimum lease payments as of June 30, 2025 , are summarized as follows by lease category:

Our future minimum lease payments as of September 30, 2025 , are summarized as follows by lease category:

(in thousands)

2025 (1) 6,673 $ 606

Total minimum lease payments

$ 46,655 $ 4,831

amount representing interest

( 6,671 ) ( 1,253 )

Present value of minimum lease payments

$ 39,984 $ 3,578

current portion

Lease obligations, long-term

( 1 ) Excludes the six months ended June 30, 2025 .

( 1 ) Excludes the nine months ended September 30, 2025 .

Stock -Based Compensation

2 unchanged sentences

The Incentive Plan permits annual awards of shares of our Class A common stock to executives, other key employees, consultants, non-employee directors, and eligible participants under various types of options, restricted stock, or other equity instruments.

As of June 30, 2025 , there were 1,787,975 shares available for award under the Incentive Plan.

As of September 30, 2025 , there were 1,814,712 shares available for award under the Incentive Plan.

No awards may be made under the Incentive Plan after May 1, 2033.

To the extent available, we have issued treasury stock to satisfy all share-based incentive plans.

Included in salaries, wages, and related expenses within the condensed consolidated statements of operations is stock-based compensation expense of $ 0.7 million and $ 0.6 million for the three months ended June 30, 2025 and 2024 , respectively, and expense of $ 1.5 million and $ 1.3 million for the six months ended June 30, 2025 and 2024 , respectively.

Included in general supplies and expenses within the condensed consolidated statements of operations is stock-based compensation expense for non-employee directors of $ 0.2 million for each of the three months ended June 30, 2025 and 2024 and $ 0.4 million for each of the six months ended June 30, 2025 and 2024 .

Of the stock compensation expense recorded for the three months ended June 30, 2025 and 2024 , $ 0.7 million and $ 0.6 million relates to restricted shares, respectively, and, for the six months ended June 30, 2025 and 2024 , $ 1.5 million and $ 0.7 million relates to restricted shares, respectively.

There were no unvested employee stock options or related stock compensation expense for the six months ended June 30, 2025 .

For the six months ended June 30, 2024, $ 0.6 million of the stock compensation expense recorded related to unvested employee stock options.

Included in salaries, wages, and related expenses within the condensed consolidated statements of operations is stock-based compensation expense of $ 0.9 million and $ 0.8 million for the three months ended September 30, 2025 and 2024 , respectively, and expense of $ 2.4 million and $ 2.1 million for the nine months ended September 30, 2025 and 2024 , respectively.

Included in general supplies and expenses within the condensed consolidated statements of operations is stock-based compensation expense for non-employee directors of $ 0.2 million for each of the three months ended September 30, 2025 and 2024 and $ 0.6 million for each of the nine months ended September 30, 2025 and 2024 .

Of the stock compensation expense recorded for the three months ended September 30, 2025 and 2024 , $ 0.9 million and $ 0.8 million relates to restricted shares, respectively, and, for the nine months ended September 30, 2025 and 2024 , $ 2.4 million and $ 1.5 million relates to restricted shares, respectively.

There were no unvested employee stock options or related stock compensation expense for the nine months ended September 30, 2025 .

For the nine months ended September 30, 2024 , $ 0.6 million of the stock compensation expense recorded related to unvested employee stock options.

The Incentive Plan allows participants to pay the federal and state minimum statutory tax withholding requirements related to awards that vest or allows participants to deliver to us shares of Class A common stock having a fair market value equal to the minimum amount of such required withholding taxes.

To satisfy withholding requirements for shares that vested through June 30, 2025 , certain participants elected to forfeit receipt of an aggregate of 22,790 shares of Class A common stock at a weighted average per share price of $ 26.69 based on the closing price of our Class A common stock on the dates the shares vested in 2025 , in lieu of the federal and state minimum statutory tax withholding requirements.

To satisfy withholding requirements for shares that vested through September 30, 2025 , certain participants elected to forfeit receipt of an aggregate of 42,593 shares of Class A common stock at a weighted average per share price of $ 25.81 based on the closing price of our Class A common stock on the dates the shares vested in 2025 , in lieu of the federal and state minimum statutory tax withholding requirements.

We remitted $ 1.1 million to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements.

Commitments and Contingencies

From time-to-time, we are a party to ordinary, routine litigation arising in the ordinary course of business, most of which involves claims for personal injury and/or property damage incurred in connection with the transportation of freight.

We had $ 19.9 million and $ 19.8 million of outstanding and undrawn letters of credit as of June 30, 2025 and December 31, 2024 .

Legal Proceedings

From time-to-time, we are a party to litigation arising in the ordinary course of business, most of which involves claims for personal injury, workers’ compensation, and/or property damage incurred in connection with the transportation of freight.

We record a liability for the estimated cost of the uninsured portion of pending claims and the estimated allocated loss adjustment expenses, including legal and other direct costs associated with a claim, when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.

There are inherent uncertainties in these legal matters, some of which are beyond management’s control, making the ultimate outcomes difficult to predict.

Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop.

The Company’s business, results of operations, financial condition, or liquidity could be materially and adversely affected by the resolution of one or more of these contingencies.

In 2025, a third -party trucking company hauling a load brokered by the Company and using a trailer owned by the Company was involved in an accident that resulted in five fatalities and injuries to at least one other person.

There are several possible defendants in the case, facts are still being developed, alleged damages have not been specified, and there are significant factual and legal issues to be resolved.

The Company has concluded that a loss is probable in the case, but given the preliminary nature of the proceedings, the Company cannot reasonably estimate a range of possible losses at this time in excess of the amount accrued for legal costs.

As of September 30, 2025, the Company accrued $ 0.5 million for legal costs associated with the accident, but it has not recorded any other liability related to the accident.

To the extent the Company is found to have liability related to the accident, and the damages awarded against the Company exceed the Company’s coverage limits, involve significant aggregate use of the Company’s self-insured retention amounts, or cause increases in the Company’s insurance premiums, the Company’s insurance and claims expense would be volatile and increase.

Any resulting increases in such expenses could have a materially adverse effect on the Company’s business, results of operations, financial condition, or liquidity.

Other Commitments and Contingencies

We had $ 19.9 million and $ 19.8 million of outstanding and undrawn letters of credit as of September 30, 2025 and December 31, 2024 .

The letters of credit are maintained primarily to support our insurance programs.

Additionally, we had $ 45.0 million of availability on a line of credit from Triumph solely to fund any indemnification owed to Triumph in relation to the TFS Settlement.

As of June 30, 2025 the remaining contingent liability was $ 0.4 million.

Additionally, we had $ 45.0 million of availability on a line of credit from Triumph solely to fund any indemnification owed to Triumph in relation to the TFS Settlement which expired September 23.

As of September 30, 2025 the remaining contingent liability was $ 0.2 million.

Equity Method Investment

5 unchanged sentences

There are no third -party liquidity arrangements, guarantees, and/or other commitments that may affect the fair value or risk of our interest in TEL.

As of June 30, 2025 , we had a revenue equipment operating lease liability to TEL of $ 9.0 million.

As of September 30, 2025 , we had a revenue equipment operating lease liability to TEL of $ 8.4 million.

During the quarter ended March 31, 2024, we sold revenue equipment to TEL in exchange for the assumption of the related notes payable of $ 26.2 million and $ 0.5 million of cash.

No other transactions with TEL were material for the three or six months ended June 30, 2025 and 2024 .

We have accounted for our investment in TEL using the equity method of accounting, and thus our financial results include our proportionate share of TEL's 2025 net income through June 30, 2025 , or $ 8.0 million.

Our accounts receivable from TEL, accounts payable to TEL, and investment in TEL as of June 30, 2025 and December 31, 2024 are as follows (in thousands):

No other transactions with TEL were material for the three or nine months ended September 30, 2025 and 2024 .

Our accounts receivable from TEL, accounts payable to TEL, and investment in TEL as of September 30, 2025 and December 31, 2024 are as follows (in thousands):

Balance Sheet Line Item:

June 30, 2025

September 30, 2025

December 31, 2024

6 unchanged sentences

Current and long-term portion of operating lease obligations

Our accounts receivable from TEL related to cash disbursements made pursuant to our performance of certain back-office and maintenance functions on TEL’s behalf.

Our accounts receivable from TEL related to cash disbursements made pursuant to our performance of certain back-office and maintenance functions on TEL’s behalf and our accounts payable to TEL primarily related to leased revenue equipment payment accruals.

Goodwill, Intangibles, and Other Assets

During the six months ended June 30, 2025 we acquired an $ 11.2 million customer relationship for the Dedicated reportable segment through the Asset Acquisition.

During the nine months ended September 30, 2025 we acquired an $ 11.2 million customer relationship for the Dedicated reportable segment through the Asset Acquisition.

The Landair Holdings, Inc.

("Landair") trade name has a residual value of $ 0.5 million.

Amortization expense of $ 5.1 million and $ 4.7 million for the six months ended June 30, 2025 and 2024 , respectively, was included in depreciation and amortization in the condensed consolidated statements of operations.

A summary of other intangible assets as of June 30, 2025 and December 31, 2024 is as follows:

Amortization expense of $ 7.8 million and $ 7.1 million for the nine months ended September 30, 2025 and 2024 , respectively, was included in depreciation and amortization in the condensed consolidated statements of operations.

A summary of other intangible assets as of September 30, 2025 and December 31, 2024 is as follows:

(in thousands)

June 30, 2025

September 30, 2025

Gross intangible assets

32 unchanged sentences

(in thousands)

( 1 ) Excludes the six months ended June 30, 2025 .

( 1 ) Excludes the nine months ended September 30, 2025 .

There were no changes to the carrying amount of goodwill from $ 78.9 million at December 31, 2024 .

2 unchanged sentences

Managed Freight

Balance at June 30, 2025

At June 30, 2025, our insurance program involves self-insurance to certain risk retention levels.

Balance at September 30, 2025

At September 30, 2025, our insurance program involves self-insurance to certain risk retention levels.

We accrue claims above our self-insured retention and record a corresponding receivable for the amounts we expect to collect from insurers upon settlement of such claims.

We have $ 17.9 million and $ 0.6 million as other long-term receivables and as a corresponding accrual in the long-term portion of insurance and claims accruals on our condensed consolidated balance sheet for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will pay their portion of such claims at June 30, 2025 and December 31, 2024, respectively.

We have $ 19.4 million and $ 0.6 million as other long-term receivables and as a corresponding accrual in the long-term portion of insurance and claims accruals on our condensed consolidated balance sheet for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will pay their portion of such claims at September 30, 2025 and December 31, 2024, respectively.

On December 31, 2024, after market close, the Company effected a 2 for 1 forward split on its Class A common stock and Class B common stock outstanding in the form of a stock dividend, under which each stockholder of the Company’s Class A common stock on that date received one additional share of the Company’s $ 0.01 par value Class A common stock for every one share owned and each stockholder of the Company’s Class B common stock on that date received one additional share of the Company’s $ 0.01 par value Class B common stock for every one share owned.

6 unchanged sentences

On May 14, 2025, our Board declared a cash dividend of $ 0.07 per share which was paid on June 27, 2025, to stockholders of record on June 6, 2025.

On August 12, 2025, our Board declared a cash dividend of $ 0.07 per share which was paid on September 26, 2025, to stockholders of record on September 5, 2025.

On April 23, 2025, our Board approved a stock repurchase authorization of up to $ 50.0 million of our Class A common stock.

Under such authorization, we repurchased approximately 1.6 million shares of our Class A common stock for $ 35.2 million during the three months ended June 30, 2025 .

Under such authorization, we repurchased approximately 1.6 million shares of our Class A common stock for $ 36.2 million during the nine months ended September 30, 2025 .

Subsequent Events

On July 4, 2025, President Trump signed The One Big Beautiful Bill Act ("OBBBA") into law.

The OBBBA, among other things, includes provisions for accelerated tax depreciation, domestic research and development cost expensing, modifications to the net interest deduction limitations, and the rollback of certain alternative energy provisions.

The Company is still evaluating the impacts of the bill that is effective for Q3 2025 financial reporting.

At this time, the Company is still determining the implications from the passage of this legislation.

On July 17, 2025, TBK Bank reimbursed us $ 3.8 million of the $ 37.3 million of indemnification payments we made pursuant to the TFS Settlement between 2020 and 2023.

In October 2025, we acquired certain assets of a small logistics and brokerage company.

The Asset Purchase Agreement includes an earnout component based on the average adjusted earnings before interest, taxes, depreciation, and amortization reported for operations associated with the purchased assets for the three years ending December 31, 2028 with advance payments being made for incremental targets at each of the years ending December 31, 2026 and 2027.

The total purchase price, excluding any earnout achieved, was approximately $ 30.0 million.

The purchase accounting, including the valuation of the earnout, has not yet been completed.

Based on adverse claims development after September 30, 2025, through the date of this report, management anticipates the insurance and claims accrual rate experienced for each of the first three quarters of 2025 will be increased an additional $ 4.0 million and $ 9.0 million in the fourth quarter of 2025.

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