25 unchanged sentences
As a result of the inherent limitations in all internal control systems, no evaluation of controls can provide absolute assurance that all our control issues and instances of fraud, if any, have been detected.
+Added: We acquired the assets that are now operating as Star on October 10, 2025 and management excluded from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2025, Star's internal control over financial reporting associated with total assets representing approximately 4.2% and total revenues representing approximately 2.6%, of such amounts in the consolidated financial statements as of and for the year ended December 31, 2025.
The Company's internal control over financial reporting as of December 31, 2025, has been audited by Grant Thornton, LLP, an independent registered public accounting firm as stated in its report which is included herein.
2 unchanged sentences
OTHER INFORMATION
−Removed: During the quarter ended December 31, 2024 , no director or officer adopted or terminated a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement.
+Added: On November 21, 2025 , James S.
+Added: Grant , our Executive Vice President and Chief Financial Officer , adopted a Rule 10b5 - 1 trading plan, that is intended to satisfy the affirmative defense of Rule 10b5 - 1 (c) under the Exchange Act, pursuant to which up to 22,388 shares of our Class A common stock may be sold.
+Added: The plan will terminate on May 28, 2027, subject to early termination for certain specified events set forth in the plan.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
14 unchanged sentences
Represents unvested restricted shares and unvested stock options granted under the 2006 Omnibus Incentive Plan, as amended.
−Removed: The weighted average stock price on the date of grant for outstanding restricted stock awards was $19.55, which is not reflected in column (b), because restricted stock awards do not have an exercise price.
+Added: The weighted average stock price on the date of grant for outstanding restricted share awards was $21.17, which is not reflected in column (b), because restricted share awards do not have an exercise price.
The amount in column (b) represents the weighted average exercise price of the outstanding unvested stock options.
22 unchanged sentences
Exhibit Number
−Removed: 2.1 Accounts Receivable Purchase Agreement by and between Covenant Transport Solutions, LLC and Advance Business Capital LLC, dated as of July 8, 2020 (Incorporated by reference to Exhibit 2.1 to the Company's Form 10-Q, filed November 3, 2020)
−Removed: Third Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company's Report on Form 8-K, filed July 2, 2020)
+Added: Fourth Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company's 10-Q, filed August 7, 2025)
Sixth Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's Report on Form 8-K, filed August 9, 2021)
−Removed: Third Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company's Report on Form 8-K, filed July 2, 2020)
+Added: Fourth Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company's 10-Q, filed August 7, 2025)
Sixth Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's Report on Form 8-K, filed August 9, 2021)
48 unchanged sentences
10.29 * Form of Executive Severance Agreement (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q, filed November 3, 2020)
−Removed: 10.30 Account Management Agreement, Amendment to Purchase Agreement and Mutual Release, by and among Covenant Transport Solutions, LLC, Covenant Logistics Group, Inc., Triumph Bancorp, Inc., and Advance Business Capital LLC, dated as of September 23, 2020 (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed November 3, 2020)
−Removed: 10.31 Draw Note in the face amount of $45.0 million by Covenant Logistics Group, Inc.
−Removed: and Covenant Transport Solutions, LLC with TBK Bank, SSB as Lender and Agent, dated as of September 23, 2020 (Incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q, filed November 3, 2020)
10.30 Nineteenth Amendment to Third Amended and Restated Credit Agreement, dated as of May 4, 2022, among Covenant Logistics Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, LLC, Covenant Transport Solutions, LLC, Star Transportation, LLC, Covenant Logistics, Inc., Transport Management Services, LLC, Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., Landair Leasing, Inc., AAT Carriers, Inc., and Bank of America, N.A.
3 unchanged sentences
Third Amended and Restated 2006 Omnibus Incentive Plan (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the SEC on April 14, 2023 in connection with the 2023 Annual Meeting of Shareholders)
−Removed: 10.35 * Retirement Agreement, by and between Joey B.
−Removed: Hogan and Transport Management Services, LLC, dated as of May 22, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q, filed August 9, 2023)
10.33 * Amended and Restated Covenant Logistics Group Supplemental Savings Plan, dated as of May 17, 2023 (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q, filed August 9, 2023)
−Removed: 10.37 ** Stock Purchase Agreement, dated April 26, 2023, by and among Landair Holdings, Inc., Covenant Logistics Group, Inc., Lew Thompson & Son Trucking, Inc.
−Removed: and related entities, and the stockholders of Lew Thompson & Son Trucking, Inc.
−Removed: and related entities (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K/A, filed August 3, 2023)
10.34 * Amended and Restated Covenant Logistics Group Supplemental Savings Plan, dated as of August 15, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed November 9, 2023)
10.35 Twentieth Amendment to Third Amended and Restated Credit Agreement, dated as of December 24, 2024, among Covenant Logistics Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, LLC, Covenant Transport Solutions, LLC, Star Transportation, LLC, Covenant Logistics, Inc., Transport Management Services, LLC, Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., Landair Leasing, Inc., AAT Carriers, Inc., Covenant Logistics Holdings, Inc., and Bank of America, N.A.
+Added: (Incorporated by reference to Exhibit 10.39 to the Company’s Form 10-K, filed February 28, 2025)
+Added: 10.36 * Dustin Koehl Offer Letter, dated March 26, 2024 (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed May 7, 2025)
+Added: 10.37 * Joey Ballard Offer Letter, dated May 23, 2022 (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed May 7, 2025)
19 # Covenant Logistics Group, Inc.
14 unchanged sentences
97 Covenant Logistics Group, Inc.
−Removed: Clawback Policy
+Added: Clawback Policy (Incorporated by reference to Exhibit 97 to the Company's Form 10-K, filed February 28, 2025)
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
8 unchanged sentences
Management contract or compensatory plan or arrangement.
−Removed: ** Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments to the exhibit have been omitted.
FORM 10-K SUMMARY
10 unchanged sentences
Executive Vice President and Chief Financial Officer
−Removed: (principal financial officer)
−Removed: February 28, 2025
−Removed: Chief Accounting Officer
−Removed: (principal accounting officer)
+Added: (principal financial officer and principal accounting officer)
/s/ Bradley A.
21 unchanged sentences
We have audited the accompanying consolidated balance sheets of Covenant Logistics Group, Inc.
−Removed: (a Nevada holding company) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, based on our audits and the report of the Coulter & Justus, P.C., the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: (a Nevada holding company) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, based on our audits and the report of Coulter & Justus, P.C., the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 27, 2026 expressed an unqualified opinion.
−Removed: We did not audit the financial statements of Transport Enterprise Leasing, LLC, the investment in which is accounted for by the equity method of accounting.
−Removed: The investment in Transport Enterprise Leasing, LLC was $77.405 million and $66.327 million as of December 31, 2024 and 2023, respectively, and the equity in its net income was $14.713 million and $21.384 million for the years then ended, respectively.
+Added: We did not audit the financial statements of Transport Enterprise Leasing, LLC, a 49% owned equity method investment.
+Added: The investment in Transport Enterprise Leasing, LLC was $85.512 million and $77.405 million as of December 31, 2025 and 2024, respectively, and the equity in its net income was $14.709 million, $14.713 million and $21.384 million for the years ended December 2025, 2024 and 2023, respectively.
Those financial statements were audited by Coulter & Justus, P.C., whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Transport Enterprise Leasing, LLC, is based solely on the report of Coulter & Justus, P.C.
20 unchanged sentences
We identified the estimation of the Company’s auto liability accrual subject to self-insured insurance retention amounts as a critical audit matter.
−Removed: Incurred auto claim liabilities are determined by projecting the estimated ultimate loss related to a claim, less actual costs paid to date, based upon the nature and severity of the claim and historical trends.
−Removed: The principal considerations for assessing auto liability claims as a critical audit matter are the high level of estimation uncertainty related to determining the severity of these types of claims, as well as the inherent subjectivity in management’s judgment in estimating the total costs to settle or dispose of these claims.
−Removed: Our audit procedures related to this critical audit matter included the following, among others:
+Added: Incurred auto liabilities are determined by projecting the estimated ultimate loss related to a claim, less actual costs paid to date, based upon the nature and severity of the claim and historical trends.
+Added: The principal consideration for our determination that auto liability self-insurance reserve is a critical audit matter is the high level of estimation uncertainty related to determining the severity of these types of claims, as well as the inherent subjectivity in management’s judgment in estimating the total costs to settle or dispose of these claims.
+Added: Our audit procedures related to the auto liability self-insurance reserves included the following, among others.
We tested the design and operating effectiveness of key controls over the accrued auto liability, including, but not limited to, controls to validate that claims were reported and recorded accurately and controls related to the review and approval of claim reserves, subsequent changes to claim reserves, and projected claim liabilities.
24 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Star Logistics Solutions, wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 4.2 and 2.6 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
+Added: As indicated in Management’s Annual Report on Internal Control over Financial Reporting, Star Logistics Solutions was acquired during 2025.
+Added: Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Star Logistics Solutions.
Definition and limitations of internal control over financial reporting
12 unchanged sentences
We have audited the accompanying consolidated balance sheets of Transport Enterprise Leasing, LLC (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income and changes in members’ equity and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Transport Enterprise Leasing, LLC as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for the years then ended in conformity with the accounting principles generally accepted in the United States of America (GAAP).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Transport Enterprise Leasing, LLC as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America (GAAP).
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the these consolidated financial statements based on our audits.
+Added: Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
73 unchanged sentences
105,609 90,126
+Added: Other receivables
+Added: Other assets, net
97,426 86,470
36 unchanged sentences
and 40,000,000 authorized;
−Removed: 16,125,786 shares issued and 10,721,517 shares outstanding as of December 31, 2023
−Removed: Class B common stock, $ .01 par value;
−Removed: 5,000,000 shares authorized;
21,774,350 shares issued and outstanding as of December 31, 2024
+Added: Class B common stock, $ .01 par value;
5,000,000 shares authorized;
−Removed: 2,350,000 shares issued and outstanding as of December 31, 2023
+Added: 4,700,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024
Additional paid-in-capital
1 unchanged sentence
Treasury stock at cost;
−Removed: no and 5,404,269 shares as of December 31, 2024 and December 31, 2023, respectively
−Removed: - ( 132,346 )
+Added: 1,485,517 and no shares as of December 31, 2025 and December 31, 2024, respectively
Accumulated other comprehensive income
35 unchanged sentences
92,726 86,529 69,943
+Added: Write-down of held-for-sale assets
Loss (gain) on disposition of property and equipment, net
337 1,630 ( 12,585 )
+Added: Impairment of goodwill
Total operating expenses
6 unchanged sentences
( 14,709 ) ( 14,713 ) ( 21,384 )
−Removed: Income from continuing operations
+Added: Income before income taxes
5,591 45,897 72,240
5 unchanged sentences
2,829 600 600
+Added: $ 7,239 $ 35,921 $ 55,229
Basic income per share:
23 unchanged sentences
(In thousands)
−Removed: Other comprehensive income (loss):
+Added: $ 7,239 $ 35,921 $ 55,229
+Added: Other comprehensive (loss) income:
Unrealized gain on effective portion of cash flow hedges, net of tax of $ 69 , ($ 205 ), and ($ 36 ) in 2025, 2024, and 2023, respectively
+Added: ( 197 ) 588 103
Reclassification of cash flow hedge losses into statement of operations, net of tax of $ 79 , $ 129 , and $ 130 in 2025, 2024, and 2023, respectively
−Removed: Total other comprehensive income (loss)
+Added: ( 226 ) ( 369 ) ( 373 )
+Added: Total other comprehensive (loss) income
+Added: ( 423 ) 219 ( 270 )
Comprehensive income
+Added: $ 6,816 $ 36,140 $ 54,959
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
Comprehensive
−Removed: (Loss) Income
Balances at December 31, 2022
5 unchanged sentences
- - - ( 25,430 ) - - ( 25,430 )
−Removed: Other comprehensive income
+Added: Other comprehensive loss
- - - - ( 270 ) - ( 270 )
10 unchanged sentences
- - - - - ( 5,796 ) ( 5,796 )
−Removed: Share repurchase
−Removed: - - - ( 25,430 ) - - ( 25,430 )
−Removed: Other comprehensive loss
+Added: Other comprehensive income
- - - - 219 - 219
1 unchanged sentence
- - 3,691 - - - 3,691
+Added: Stock split through dividend
+Added: 57 23 ( 80 ) 130,911 - ( 130,911 ) -
Exercise of stock options
7 unchanged sentences
- - - - - ( 7,162 ) ( 7,162 )
−Removed: Other comprehensive income
+Added: Share repurchase
- - - ( 36,571 ) - - ( 36,571 )
−Removed: Stock-based employee compensation expense
+Added: Other comprehensive loss
- - - - ( 423 ) - ( 423 )
−Removed: Stock split through dividend
+Added: Stock-based employee compensation expense
- - 3,570 - - - 3,570
14 unchanged sentences
Adjustments to reconcile net income to net cash provided by operating activities:
−Removed: (Reversal of) provision for losses on accounts receivable
+Added: Reversal of losses on accounts receivable
( 157 ) ( 23 ) ( 258 )
3 unchanged sentences
92,726 86,529 69,943
+Added: Write-down of held-for-sale assets
+Added: Impairment of goodwill
Deferred income tax benefit
8 unchanged sentences
6,615 3,675 9,800
−Removed: Gain (loss) on disposition of property and equipment
+Added: (Loss) gain on disposition of property and equipment
( 2,600 ) 1,630 ( 12,585 )
24 unchanged sentences
Cash flows from financing activities:
−Removed: Change in checks outstanding in excess of bank balances
Cash dividend
18 unchanged sentences
( 36,571 ) - ( 25,430 )
−Removed: Net cash flows provided by (used in) financing activities
+Added: Net cash flows (used in) provided by financing activities
( 4,260 ) 18,107 84,709
19 unchanged sentences
$ - $ 26,240 $ -
+Added: Insurance and claims accrual
+Added: $ 13,960 $ 635 $ 1,300
Other contingent liabilities
10 unchanged sentences
The consolidated financial statements include the accounts of Covenant Logistics Group, Inc., a holding company incorporated in the state of Nevada in 1994, and its wholly owned subsidiaries:
−Removed: Covenant Transport, LLC, a Tennessee limited liability company;
−Removed: Star Transportation, LLC, a Tennessee limited liability company, each d/b/a Covenant Transport Services and Covenant Logistics;
−Removed: Covenant Transport Solutions, LLC, a Nevada limited liability company;
+Added: Covenant Transport, LLC, a Tennessee limited liability company d/b/a Covenant Logistics;
+Added: Star Logistics Solutions, LLC, a Tennessee limited liability company ("Star");
+Added: Covenant Transport Solutions, LLC, a Nevada limited liability company ("Solutions");
Covenant Logistics, Inc., a Nevada corporation;
Covenant Asset Management, LLC, a Nevada limited liability company;
−Removed: CTG Leasing Company, a Nevada corporation;
+Added: CTG Leasing Company, a Nevada corporation ("Leasing");
IQS Insurance Risk Retention Group, Inc., a Vermont corporation;
41 unchanged sentences
Our insurance program includes multi-year policies with specific insurance limits that may be eroded over the course of the policy term.
−Removed: If that occurs, we will be operating with less liability coverage insurance at various levels of our insurance tower.
−Removed: For the policy period that ran from April 1, 2018 to March 31, 2021, the aggregate limits available in the coverage layer $ 9.0 million in excess of $ 1.0 million were fully eroded.
+Added: If that occurs, we will be operating with less liability coverage insurance at various levels of our insurance tower and may incur additional premiums.
+Added: For the policy period that ran from April 1, 2018 to March 31, 2021, the aggregate limits available in the coverage layer $ 9.0 million in excess of $ 1.0 million were fully eroded based on claims expense.
We replaced our $9.0 million in excess of $1.0 million layer with a new $ 7.0 million in excess of $ 3.0 million policy that we continue to maintain.
Due to the erosion of the $9.0 million in excess of $1.0 million layer, any adverse developments in claims filed between April 1, 2018 and March 31, 2021, could result in additional expense accruals.
+Added: As of December 31, 2025, there were no outstanding claims in this layer.
We have maintained our retention and limits set in place during the prior renewal cycle.
9 unchanged sentences
We recognized in-process revenue of $ 1.1 million, $ 0.7 million, and $ 1.1 million for the years ended December 31, 2025 , 2024 , and 2023 , respectively.
−Removed: We had accounts receivable, net of allowance for credit losses, of $ 141.6 million, $ 142.5 million, $ 119.8 million and at December 31, 2024 , 2023 , and 2022, respectively.
+Added: We had accounts receivable, net of allowance for credit losses, of $ 151.8 million, $ 141.6 million, and $ 142.5 million at December 31, 2025 , 2024 , and 2023 , respectively.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make decisions based upon estimates, assumptions, and factors we consider as relevant to the circumstances.
16 unchanged sentences
During 2025 , 2024 , and 2023 , our top ten customers generated 44 %, 45 %, and 44 % of total revenue, respectively.
−Removed: There was one customer in 2024 and 2023 and none in 2022 that accounted for more than 10% of our consolidated revenue.
+Added: There was one customer in 2025 , 2024 , and 2023 that accounted for more than 10% of our consolidated revenue.
The carrying amount reported in the consolidated balance sheet for accounts receivable approximates fair value based on the fact that the receivables collection averaged approximately 44 days and 49 days in 2025 and 2024 , respectively.
17 unchanged sentences
We periodically review the carrying value of these assets for possible impairment.
+Added: During the fourth quarter of 2025 we recognized an asset held-for-sale write-down of $ 6.5 million, which is included in write-down of held-for-sale assets in the consolidated statements of operations, reducing assets to their current fair market value less costs to sell.
We expect to sell these assets within twelve months.
6 unchanged sentences
We annually, or whenever events or 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.
−Removed: We performed a review of our estimates for certain subsets of revenue equipment during the quarter ended June 30, 2024 and, due to a weak used revenue equipment market, we increased the rate of depreciation on these units in the period.
+Added: During the quarter ended December 31, 2025, we made the decision to sell certain subsets of our revenue equipment and classified such equipment as held-for-sale.
+Added: As such, we recognized an asset held-for-sale write-down of $ 6.5 million, which is included in write-down of held-for-sale assets in the consolidated statements of operations reducing assets to their current fair market value less costs to sell.
+Added: We also increased the rate of depreciation on certain units during the quarter ended December 31, 2025, in anticipation of exiting unprofitable business relationships and moderately reducing our total truckload fleet (while growing the most profitable components) which resulted in an additional $ 2.2 million of depreciation expense.
+Added: During the quarter ended June 30, 2024, we performed a review of our estimates for certain subsets of revenue equipment and, due to a weak used revenue equipment market, we increased the rate of depreciation on these units in the period.
This change resulted in an additional $ 6.4 million of depreciation expense during the year ended December 31, 2024.
Changes in the useful life or salvage value estimates, or fluctuations in market values that are not reflected in our estimates, could have a material effect on our results of operations.
−Removed: During the year ended December 31, 2023, we sold a Tennessee terminal resulting in a $ 7.6 million gain which is included in gain on disposition of property and equipment, net in the consolidated statements of operations.
We lease certain revenue equipment under finance and operating leases with terms of approximately 48 to 84 months.
7 unchanged sentences
(i) goodwill and (ii) intangible assets with finite lives subject to amortization.
+Added: We determine the useful lives of our identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset.
+Added: Factors we consider when determining useful lives include the contractual term of any agreement, the history of the asset, our long-term strategy for the use of the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions.
+Added: Intangible assets that are deemed to have finite lives are amortized, generally on a straight-line basis, over their remaining useful lives, ranging from 3 to 17 years.
+Added: Impairment of Goodwill and Other Intangible Assets
We test goodwill for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred.
2 unchanged sentences
We record an impairment charge when the cost exceeds the fair value of the finite lived intangible asset.
−Removed: We determine the useful lives of our identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset.
−Removed: Factors we consider when determining useful lives include the contractual term of any agreement, the history of the asset, our long-term strategy for the use of the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions.
−Removed: Intangible assets that are deemed to have finite lives are amortized, generally on a straight-line basis, over their remaining useful lives, ranging from 3 to 17 years.
+Added: We may elect to perform an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, including goodwill.
+Added: When performing the qualitative assessment, the Company considers the impact of factors including, but not limited to, macroeconomic and industry conditions, overall financial performance of each reporting unit, litigation and new legislation.
+Added: If based on the qualitative assessments, the Company believes it more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, or periodically as deemed appropriate by management, the Company will prepare an estimation of the respective reporting unit's fair value utilizing a quantitative approach.
+Added: If the estimation of fair value indicates that impairment potentially exists, the Company will then measure the amount of the impairment, if any.
+Added: Goodwill impairment exists when the estimated implied fair value of goodwill is less than its carrying value.
+Added: Changes in strategy or market conditions could significantly impact these fair value estimates and require adjustments to recorded asset balances.
+Added: The Company conducted its annual impairment assessments and tests of goodwill for each reporting unit as of October 1, 2025 .
+Added: As a result of the goodwill impairment analysis performed ( October 1, 2025 ), the Company determined that the goodwill was not impaired.
+Added: However, subsequent to such analysis, we experienced market conditions and changes to capital expenditure expectations that contributed to a reduction in projected future cash flows within our legacy Dedicated reporting unit.
+Added: As a result of these factors, during the three months ended December 31, 2025, we performed an interim quantitative goodwill impairment test that resulted in a partial impairment of goodwill of $ 10.7 million within the Dedicated reportable segment for the legacy Dedicated reporting unit.
Impairment of Long-Lived Assets
4 unchanged sentences
Fair value is determined based on a discounted cash flow analysis or the appraised value of the assets, as appropriate.
−Removed: There were no impairment events during the years ended December 31, 2024 , 2023 , and 2022 .
+Added: There were no events that lead to an impairment of long-lived assets during the years ended December 31, 2025, 2024, and 2023.
Accrued Expenses
−Removed: Accrued expenses as of December 31, 2024, were $ 51.3 million of which $ 26.9 million related to accrued payroll and related items and $ 4.7 million related to accrued purchased transportation.
+Added: Accrued expenses as of December 31, 2025 , were $ 62.0 million of which $ 27.0 million related to accrued payroll and related items, $ 8.0 million related to accrued insurance premiums, and $ 6.5 million related to accrued purchased transportation.
As of December 31, 2024 , accrued expenses were $ 51.3 million of which $ 26.9 million related to accrued payroll and related items and $ 4.7 million related to accrued purchased transportation.
8 unchanged sentences
Due to our significant self-insured retention amounts, we have exposure to fluctuations in the number and severity of claims and to variations between our estimated and actual ultimate payouts.
−Removed: 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.
+Added: 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.
Estimates require judgments concerning the nature and severity of the claim, historical trends, advice from third -party administrators and insurers, the size of any potential damage award based on factors such as the specific facts of individual cases, the jurisdictions involved, the prospect of punitive damages, future medical costs, and inflation estimates of future claims development, and the legal and other costs to settle or defend the claims.
We have significant exposure to fluctuations in the number and severity of claims.
−Removed: If there is an increase in the frequency or severity of claims, or we are required to accrue or pay additional amounts if the claims prove to be more severe than originally assessed, or any of the claims would exceed the limits of our insurance coverage, our profitability could be adversely affected.
+Added: If there is an increase in the frequency or severity of claims, or we are required to accrue or pay additional amounts if the claims prove to be more severe than originally assessed, or any of the claims exceed the limits of our insurance coverage, our profitability could be adversely affected by increased insurance and claims expense.
In addition to estimates within our self-insured retention layers, we also must make judgments concerning claims where we have third -party insurance and for claims outside our coverage limits.
13 unchanged sentences
Interest is capitalized based on the average interest rate on related debt.
−Removed: Capitalized interest was less than $ 0.1 million, $ 0.3 million, and $ 0.3 million in 2024 , 2023 , and 2022 , respectively.
+Added: Capitalized interest was $ 0.3 million, less than $ 0.1 million, and $ 0.3 million in 2025 , 2024 , and 2023 , respectively.
Fair Value of Financial Instruments
50 unchanged sentences
2,829 600 600
+Added: $ 7,239 $ 35,921 $ 55,229
Denominator for basic income per share – weighted-average shares
22 unchanged sentences
There were no unvested shares excluded from the calculation of diluted earnings per share as the effect of any assumed exercise of the related awards would not have been anti-dilutive for the years ended December 31, 2025 , 2024 , and 2023 .
−Removed: There were no , no , and 208 unvested options excluded from the calculation of diluted earnings per share since the effect of any assumed exercise of the related awards would be anti-dilutive for the years ended December 31, 2024 , 2023 , and 2022 , respectively.
+Added: There were no unvested options excluded from the calculation of diluted earnings per share since the effect of any assumed exercise of the related awards would be anti-dilutive for the years ended December 31, 2025 , 2024 , and 2023 , respectively.
Stock-Based Employee Compensation
5 unchanged sentences
Awards that are only subject to time vesting provisions are amortized using the straight-line method.
−Removed: Reclassifications
−Removed: Certain reclassifications were made to the prior year’s consolidated financial statements to conform to the current year presentation.
Recent Accounting Pronouncements
Accounting Standards not yet adopted
−Removed: In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ):
+Added: In September 2025 , the Financial Accounting Standards Board ("FASB") issued ASU 2025 - 06 , Intangibles - Goodwill and Other - Internal-Use Software:
+Added: Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software.
+Added: The amendments in the standard remove all previous references to project stages and clarify the threshold entities apply to begin capitalizing costs.
+Added: 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.
+Added: The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.
+Added: In July 2025 , the FASB issued ASU 2025 - 05 , Measurement of Credit Losses for Accounts Receivable and Contract Assets.
+Added: 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.
+Added: This guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.
+Added: The Company does not expect adoption of this guidance to have a material effect on our consolidated financial statements.
+Added: 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.
4 unchanged sentences
The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.
+Added: Accounting Standards adopted
In December 2023, the FASB issued ASU 2023 - 09, Improvements to Income Tax Disclosures.
1 unchanged sentence
The amendments of this update are related to the rate reconciliation and income taxes paid, requiring ( 1 ) consistent categories and greater disaggregation of information in the rate reconciliation and ( 2 ) income taxes paid disaggregated by jurisdiction.
−Removed: ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024.
−Removed: Early adoption is permitted.
−Removed: The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
−Removed: Accounting Standards adopted
−Removed: In November 2023, the FASB issued ASU No.
−Removed: 2023 - 07, Improvements to Reportable Segment Disclosures (Topic 280 ).
−Removed: This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.
−Removed: This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.
−Removed: This ASU became effective for us for our annual reporting period beginning January 1, 2024, and interim reporting periods beginning January 1, 2025.
−Removed: Adoption of the ASU has been applied retrospectively to all prior periods presented in the financial statements.
+Added: This ASU became effective for us for our annual reporting period beginning January 1, 2025.
+Added: Adoption of the ASU has been applied prospectively.
The adoption of this standard had an immaterial impact on our consolidated financial statements.
6 unchanged sentences
We have reflected the former Factoring reportable segment as discontinued operations in the consolidated statements of operations for all periods presented.
−Removed: The following table summarizes the results of our discontinued operations for the twelve months ended December 31, 2024 , 2023 , and 2022 :
−Removed: (in thousands)
−Removed: Twelve months ended December 31,
−Removed: Operating expenses
−Removed: (Reversal of) loss contingency
−Removed: ( 800 ) ( 800 ) ( 1,000 )
−Removed: Operating income
−Removed: 800 800 1,000
−Removed: Income before income taxes
−Removed: 800 800 1,000
−Removed: Income tax expense
−Removed: Net income from discontinued operations, net of tax
−Removed: $ 600 $ 600 $ 750
−Removed: Operating income for the years ended December 31, 2024 , 2023 , and 2022 , relates to the gain on the reversal of our contingent loss liability in the amount of $ 0.8 million, $ 0.8 million, and $ 1.0 million, respectively.
−Removed: Reversal of contingent loss liability relates to the reduced exposure of future indemnification by the Company to Triumph Bancorp, Inc.
−Removed: ("Triumph") as a result of the collection of covered receivables identified in the amended purchase agreement.
−Removed: The following table summarizes the major classes of assets and liabilities included as discontinued operations as of December 31, 2024 and 2023 :
−Removed: (in thousands)
−Removed: December 31, 2024
−Removed: December 31, 2023
−Removed: Noncurrent deferred tax asset
−Removed: Noncurrent assets from discontinued operations
−Removed: Total assets from discontinued operations
−Removed: Current liabilities:
−Removed: Noncurrent contingent liabilities
−Removed: $ 835 $ 1,635
−Removed: Total liabilities from discontinued operations
−Removed: $ 835 $ 1,635
−Removed: There was $ 1.7 million of operating cash outflows related to the $ 1.7 million payment on the indemnification obligation to Triumph for the year ended December 31, 2023 and no net cash flows related to discontinued operations for the years ended December 31, 2024 or 2022.
+Added: Operating income for the years ended December 31, 2025 , of $ 3.8 million relates to the reimbursement to us from Triumph Bancorp, Inc.
+Added: ("Triumph") for a portion of the $ 37.3 million of indemnification payments we made pursuant to the TFS Settlement between 2020 and 2023 (the "Indemnification Reimbursement").
+Added: For the years ended December 31, 2024 and 2023 , operating income of $ 0.8 million and $ 0.8 million, respectively, relates to the gain on the reversal of our contingent loss liability in the amount of $ 0.8 million and $ 0.8 million, respectively.
+Added: The reversal of contingent loss liability relates to the reduced exposure of future indemnification by the Company to Triumph as a result of the collection of covered receivables identified in the amended purchase agreement.
+Added: As of December 31, 2025, there was no remaining contingent loss liability or indemnification obligations.
+Added: There were $ 3.8 million of operating cash inflows related to the $ 3.8 million Indemnification Reimbursement and $ 1.7 million of operating cash outflows related to the $ 1.7 million payment on the indemnification obligation to Triumph for the years ended December 31 2025 and 2023, respectively, and no net cash flows related to discontinued operations for the year ended December 31, 2024 .
FAIR VALUE OF FINANCIAL INSTRUMENTS
1 unchanged sentence
Accordingly, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability.
−Removed: The fair value of the commodity contracts, including our former fuel hedges, is determined based on quotes from the counterparty which were verified by comparing them to the exchange on which the related futures are traded, adjusted for counterparty credit risk.
−Removed: There were no fuel hedge derivatives outstanding as of December 31, 2024 or 2023 .
+Added: The fair value of the commodity contracts, is determined based on quotes from the counterparty which were verified by comparing them to the exchange on which the related futures are traded, adjusted for counterparty credit risk.
The fair value of our interest rate swap agreements is determined using the market-standard methodology of netting the discounted future fixed-cash payments and the discounted expected variable-cash receipts.
16 unchanged sentences
Cash surrender value life insurance policies $ 5,041 $ 3,370 2
−Removed: Contingent consideration arrangements require us to pay up to $ 20.0 million of additional consideration to AAT's former shareholders based on AAT's results during the first two post-acquisition years, up to $ 30.0 million of additional consideration to Lew Thompson & Son Trucking, LLC's ("LTST's") former shareholders based on LTST's results during the first three calendar years following closing, and up to $ 12.0 million of additional consideration to Sims Transport Services LLC's ("Sims") former shareholders based on Sims' results during the first four calendar years following closing.
−Removed: Refer to Note 8, "Acquisition of AAT Carriers, Inc.", for additional information regarding the AAT acquisition, Note 7, "Acquisition of Lew Thompson & Son Trucking, LLC", for additional information regarding the LTST acquisition and Note 6, "Acquisition of Sims Transport Services LLC", for additional information regarding the Sims acquisition.
+Added: Contingent consideration arrangements require us to pay up to $ 20.0 million of additional consideration to AAT's former shareholders based on AAT's results during the first two post-acquisition years, of which the final installment was made during 2024, up to $ 30.0 million of additional consideration to Lew Thompson & Son Trucking, LLC's ("LTST's") former shareholders based on LTST's results during the first three calendar years following closing, up to $ 12.0 million of additional consideration to Sims Transport Services, LLC's ("Sims") former shareholders based on Sims' results during the first four calendar years following closing, and up to $ 5.0 million of additional consideration to the seller of the assets of a small, multi-stop distribution carrier we acquired in February 2025 ( the "Asset Acquisition").
+Added: Additionally, the acquisition of assets that are now operating as Star (the "Star Acquisition") requires us to pay additional consideration to the sellers as described in Note 6 "Acquisition of Assets of a Brokerage Business Operating as Star Logistics Solutions".
The fair value of the contingent consideration is adjusted at each reporting period based on changes to the expected cash flows and related assumptions.
−Removed: There were contingent consideration payments made during the years ended December 31, 2024 and 2023 of $ 10.0 million and $ 10.0 million, respectively, based on AAT's results for the first and second post-acquisition years.
−Removed: 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.
−Removed: Of the $ 10.0 million paid for the contingent consideration liability during 2023, $ 9.2 million was classified as financing cash flows and $ 0.8 million was classified as operating cash flows within the condensed consolidated statements of cash flows.
−Removed: During the year ended December 31, 2024, the fair value of the contingent consideration increased to $ 27.8 million from $ 21.8 million at December 31, 2023.
−Removed: Of the $ 6.0 million increase $ 16.0 million is the result of the subsequent adjustment to fair market value partially offset by the aforementioned $ 10.0 million payment.
−Removed: During the year ended December 31, 2023, the fair value of the contingent consideration increased to $ 21.8 million from $ 17.0 million at December 31, 2022.
−Removed: Of the $ 4.8 million increase, $ 10.0 million and $ 1.8 million relates to the initial valuation of the contingent consideration arrangements for LTST and Sims, respectively, and $ 3.0 million is the result of the subsequent adjustment to fair market value partially offset by the aforementioned $ 10.0 million payment.
−Removed: The adjustment to the fair value of the contingent consideration liability was recorded as a component of general supplies and expenses within the consolidated statements of operations.
−Removed: The contingent consideration liability is included in accounts payable and other long-term liabilities in our consolidated balance sheets.
+Added: During the year ended December 31, 2025 , there were contingent payments made of $ 12.5 million based on LTST's results for the first calendar year following closing and $ 0.8 million as a result of the Asset Acquisition.
+Added: During the year ended December 31, 2024 , there were contingent payments made of $ 10.0 million based on AAT's results for the second post-acquisition year.
+Added: Of the $ 13.3 million paid for the contingent consideration liability during 2025, $ 5.3 million was classified as financing cash flows and $ 8.0 million was classified as operating cash flows within the consolidated statements of cash flows.
+Added: 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 consolidated statements of cash flows.
+Added: The fair value of the contingent consideration increased $ 2.8 million and $ 16.0 million related to a change in the fair value for the LTST contingent consideration for the years ended December 31, 2025 and 2024 , respectively, as well as $ 0.2 million related to a change in the fair value for the Sims contingent consideration for the year ended December 31, 2024 .
+Added: Additionally, contingent consideration increased $ 5.0 million as a result of the Asset Acquisition and $ 0.2 million for the Star Acquisition for the year ended December 31, 2025 .
+Added: 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.
+Added: The contingent consideration liability is included in accounts payable and other long-term liabilities in our condensed consolidated balance sheets.
The following table provides a summary (in thousands) of the activity for the contingent consideration liability for 2025 , 2024 , and 2023 :
2 unchanged sentences
Adjustments to fair market value
−Removed: Payments Ending balance December 31,
+Added: Ending Balance December 31,
$ ( 27,794 ) $ ( 5,159 ) $ ( 2,837 ) $ 13,301 $ ( 22,489 )
26 unchanged sentences
( 706 ) $ 9.24
−Removed: ( 10 ) $ 6.97
Unvested at December 31, 2023
( 142 ) $ 15.14
+Added: ( 77 ) $ 11.09
Unvested at December 31, 2024
52 unchanged sentences
Depreciation expense was $ 81.9 million, $ 77.0 million, and $ 62.4 million in 2025 , 2024 , and 2023 , respectively.
−Removed: This depreciation expense excludes net losses on the sale of property and equipment totaling $ 1.6 million in 2024 and net gains on the sale of property and equipment totaling $ 12.6 million and $ 40.3 million in 2023 and 2022 , respectively.
+Added: This depreciation expense excludes net losses on the sale of property and equipment totaling $ 0.3 million and $ 1.6 million in 2025 and 2024 , respectively, and net gains on the sale of property and equipment totaling $ 12.6 million in 2023 .
We lease certain revenue equipment under finance and operating leases with terms of approximately 48 to 84 months.
3 unchanged sentences
See Note 11, "Leases" for additional information about our finance and operating leases.
+Added: ACQUISITION OF ASSETS OF A BROKERAGE BUSINESS OPERATING AS STAR LOGISTICS SOLUTIONS
+Added: On October 10, 2025, we acquired the assets of a truckload brokerage business, which we are operating as Star.
+Added: Star operates in the consumer retail and disaster relief sectors where we historically have lacked exposure.
+Added: Additionally, the disaster recovery market is highly specialized and synergistic with our Expedited business and offers occasional, high volume and high margin opportunities.
+Added: The acquisition date fair value of the consideration transferred was $ 27.1 million.
+Added: The Asset Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions.
+Added: The Asset Purchase Agreement includes an earnout component based on Star's average adjusted earnings before interest, taxes, depreciation, and amortization reported for the three years ended December 31, 2028 with potential advance payments based on Star's adjusted earnings before interest, taxes, depreciation, and amortization reported for each of the years ended December 31, 2026 and 2027.
+Added: The total purchase price, including any earnout achieved, is expected to be approximately $ 27.2 million depending on the results achieved by Star.
+Added: The acquisition date fair value of the consideration transferred consisted of the following:
+Added: October 10, 2025
+Added: (in thousands)
+Added: Cash paid pursuant to Asset Purchase Agreement
+Added: Contingent consideration
+Added: Net purchase price
+Added: We estimated the fair value of the contingent consideration using a probability-weighted model.
+Added: This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement.
+Added: Refer to Note 3, "Fair Value of Financial Instruments" for information regarding changes in the contingent consideration arrangement.
+Added: All goodwill related to the acquisition is deductible for tax purposes, and there are
+Added: no deferred income taxes arising from the acquisition.
+Added: The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.
+Added: (in thousands)
+Added: October 10, 2025
+Added: Accounts receivable
+Added: Driver advances and other receivables
+Added: Inventory and supplies
+Added: Prepaid expenses
+Added: Other short-term assets
+Added: Net property and equipment
+Added: Other intangibles, net
+Added: Total identifiable assets acquired
+Added: Accounts payable
+Added: Accrued expenses
+Added: Current maturities of long-term debt
+Added: Current portion of operating lease obligations
+Added: Current portion of insurance and claims
+Added: Long-term portion of operating lease obligations
+Added: Total liabilities assumed
+Added: Net identifiable assets acquired
+Added: Net assets acquired
+Added: Goodwill and other intangible assets may change upon the finalization of the valuation of the contingent consideration liability and intangible assets as part of the purchase accounting for the acquisition.
+Added: The goodwill recognized is attributable primarily to expected cost synergies as a result of overhead support.
+Added: Refer to Note 9, "Goodwill, Intangibles, and Other Assets" for a summary of changes to goodwill during the period as well as information related to the identifiable intangible asset acquired.
+Added: Star’s results have been included in the consolidated financial statements since the date of acquisition and are reported within our Managed Freight reportable segment.
+Added: The amounts of revenue and earnings of Star included in the Company’s consolidated results of operations from the acquisition date to the period ended December 31, 2025 are as follows:
+Added: (in thousands)
+Added: December 31, 2025
+Added: Total revenue
+Added: The following unaudited pro forma consolidated results of operations assume that the acquisition of Star occurred as of January 1, 2023:
+Added: (in thousands)
+Added: December 31, 2025
+Added: December 31, 2024
+Added: December 31, 2023
+Added: Total revenue
+Added: $ 1,261,183 $ 1,272,892 $ 1,248,491
+Added: $ 8,063 $ 35,058 $ 53,465
+Added: Basic net income per share
+Added: $ 0.31 $ 1.33 $ 2.05
+Added: Diluted net income per share
+Added: $ 0.30 $ 1.26 $ 1.93
+Added: The pro forma financial information for all periods presented above has been calculated after adjusting the results of Star to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets as though the acquisition occurred as of the beginning of the Company’s fiscal year 2023.
+Added: As noted above, the allocation is preliminary and changes to the value of the contingent consideration and finalization of our valuation could result in changes to the amount of amortization expense from acquired intangible assets included in the pro forma financial information presented above.
+Added: The Company's historical consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination and factually supportable.
+Added: The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2023.
ACQUISITION OF SIMS TRANSPORT SERVICES LLC
11 unchanged sentences
Net purchase price
−Removed: The contingent consideration arrangement requires us to pay a total of up to $ 12.0 million of additional consideration to Sim's former equity-holders based on Sim's results during the first four calendar years following closing.
We estimated the fair value of the contingent consideration using a probability-weighted model.
15 unchanged sentences
The goodwill recognized is attributable primarily to expected cost synergies as a result of overhead support.
−Removed: Refer to Note 9, "Goodwill and Other Assets" for a summary of changes to goodwill during the period as well as information related to the identifiable intangible asset acquired.
+Added: Refer to Note 9, "Goodwill, Intangibles, and Other Assets" for a summary of changes to goodwill during the period as well as information related to the identifiable intangible asset acquired.
Sims' results have been included in the consolidated financial statements since the date of acquisition and are reported within our Managed Freight reportable segment.
3 unchanged sentences
December 31, 2024
+Added: December 31, 2023
Total revenue
$ 8,283 $ 10,398 $ 2,924
+Added: $ 84 $ 884 $ 555
ACQUISITION OF LEW THOMPSON & SON TRUCKING, LLC
12 unchanged sentences
Net purchase price
−Removed: The contingent consideration arrangement requires us to pay a total of up to $ 30.0 million of additional consideration to LTST's former shareholders based on LTST's results during the first three calendar years following closing.
We estimated the fair value of the contingent consideration using a probability-weighted model.
22 unchanged sentences
The goodwill recognized is attributable primarily to expected cost synergies in the areas of fuel and purchases of revenue equipment.
−Removed: Refer to Note 9, "Goodwill and Other Assets" for a summary of changes to goodwill during the period as well as information related to the identifiable intangible asset acquired.
+Added: Refer to Note 9, "Goodwill, Intangibles, and Other Assets" for a summary of changes to goodwill during the period as well as information related to the identifiable intangible asset acquired.
LTST's results have been included in the consolidated financial statements since the date of acquisition and are reported within our Dedicated reportable segment.
3 unchanged sentences
December 31, 2024
+Added: December 31, 2023
Total revenue
4 unchanged sentences
December 31, 2023
−Removed: December 31, 2023
−Removed: December 31, 2022
Total revenue
−Removed: $ 1,131,476 $ 1,124,492 $ 1,281,504
−Removed: $ 35,921 $ 57,592 $ 121,943
Basic net income per share
−Removed: $ 1.37 $ 2.21 $ 4.07
Diluted net income per share
−Removed: $ 1.30 $ 2.08 $ 3.93
The pro forma financial information for all periods presented above has been calculated after adjusting the results of LTST to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets as though the acquisition occurred as of the beginning of the Company’s fiscal year 2023.
2 unchanged sentences
The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the Company’s fiscal 2023.
−Removed: ACQUISITION OF AAT CARRIERS, INC.
−Removed: On February 9, 2022, we acquired 100 % of the outstanding stock of AAT headquartered in Chattanooga, TN.
−Removed: AAT specializes in highly regulated, time-sensitive loads for the U.S.
−Removed: The acquisition date fair value of the consideration transferred was $ 54.7 million.
−Removed: The Stock Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions.
−Removed: The Stock Purchase Agreement includes an earnout component of up to an aggregate of $ 20.0 million based on AAT's adjusted earnings before interest, taxes, depreciation, and amortization reported for the first and second years following closing.
−Removed: The total purchase price, including the earnout achieved, was $ 57.0 million.
−Removed: The acquisition date fair value of the consideration transferred consisted of the following:
−Removed: February 9, 2022
−Removed: (in thousands)
−Removed: Cash paid pursuant to Stock Purchase Agreement
−Removed: Cash acquired included in historical book value of AAT's assets and liabilities
−Removed: Contingent consideration
−Removed: Net purchase price
−Removed: The contingent consideration arrangement requires us to pay up to $ 20.0 million of additional consideration to AAT's former shareholders based on AAT's results during the first two post-acquisition years.
−Removed: We estimated the fair value of the contingent consideration using a probability-weighted model.
−Removed: This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement.
−Removed: Refer to Note 3, "Fair Value of Financial Instruments" for information regarding changes in the contingent consideration arrangement.
−Removed: Because of our 338 (h) 10 election, all goodwill related to the acquisition is deductible for tax purposes, and there are no deferred income taxes arising from the acquisition.
−Removed: The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.
−Removed: (in thousands)
−Removed: February 9, 2022
−Removed: Accounts receivable
−Removed: Prepaid expenses
−Removed: Other short-term assets
−Removed: Net property and equipment
−Removed: Credentialing intangible asset
−Removed: Total identifiable assets acquired
−Removed: Accounts payable
−Removed: Accrued expenses
−Removed: Finance lease obligations
−Removed: Other long-term liabilities
−Removed: Total liabilities assumed
−Removed: Net identifiable assets acquired
−Removed: Net assets acquired
−Removed: The goodwill recognized is attributable primarily to expected cost synergies in the areas of fuel, purchases of revenue equipment.
−Removed: Refer to Note 9, "Goodwill and Other Assets" for a summary of changes to goodwill during the period as well as information related to the identifiable intangible asset acquired.
−Removed: AAT’s results have been included in the consolidated financial statements since the date of acquisition and are reported within our Expedited reportable segment.
−Removed: The amounts of revenue and earnings of AAT included in the Company’s consolidated results of operations from the acquisition date to the period ended December 31, 2024 are as follows:
−Removed: (in thousands)
−Removed: December 31, 2024
−Removed: December 31, 2023
−Removed: December 31, 2022
−Removed: Total revenue
−Removed: $ 33,139 $ 37,621 $ 33,061
−Removed: $ 5,173 $ 10,679 $ 13,263
GOODWILL, INTANGIBLES, AND OTHER ASSETS
67 unchanged sentences
(In thousands)
−Removed: The assignment of goodwill and intangible assets to our reportable segments was complete as of December 31, 2024 .
+Added: The assignment of goodwill and intangible assets to our reportable segments was not complete as of December 31, 2025 as the result of the October 2025 Star Acquisition.
The carrying amount of goodwill was $ 80.5 million at December 31, 2025 , compared to $ 78.9 million at December 31, 2024 .
4 unchanged sentences
$ 15,699 $ 32,575 $ 8,917 $ 21,750 $ 78,941
+Added: Acquired goodwill for Star
+Added: - - 12,034 - 12,034
+Added: Impairment of goodwill
+Added: - ( 10,698 ) - - ( 10,698 )
Post-acquisition goodwill adjustments
6 unchanged sentences
$ 85,512 $ 77,405
−Removed: Other long-term receivables
Other assets, net
1 unchanged sentence
$ 97,426 $ 89,633
−Removed: Other long-term receivables primarily represents amounts related to extended warranties purchased on our revenue equipment on our consolidated balance sheet as of December 31, 2024 , and 2023 , as well as amounts recorded as a receivable in other assets and as a corresponding accrual in the long-term portion of insurance and claims accruals on our consolidated balance sheet as of December 31, 2024 and 2023, for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will provide their portion of such claims.
−Removed: The Company conducted its annual impairment assessments and tests of goodwill for each reporting unit as of October 1, 2024 .
−Removed: We may elect to perform an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, including goodwill.
−Removed: When performing the qualitative assessment, the Company considers the impact of factors including, but not limited to, macroeconomic and industry conditions, overall financial performance of each reporting unit, litigation and new legislation.
−Removed: If based on the qualitative assessments, the Company believes it more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, or periodically as deemed appropriate by management, the Company will prepare an estimation of the respective reporting unit's fair value utilizing a quantitative approach.
−Removed: If the estimation of fair value indicates that impairment potentially exists, the Company will then measure the amount of the impairment, if any.
−Removed: Goodwill impairment exists when the estimated implied fair value of goodwill is less than its carrying value.
−Removed: Changes in strategy or market conditions could significantly impact these fair value estimates and require adjustments to recorded asset balances.
−Removed: As a result of the most recent goodwill impairment analysis performed ( October 1, 2024 ), the Company determined that it was not more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount.
+Added: Other long-term assets, net primarily represents amounts related to life insurance policies purchased with the intent to fund the future liability related to our nonqualified deferred compensation plan and the long-term portion of our prepaid expenses as of December 31, 2025 , and 2024 .
Additionally, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable.
1 unchanged sentence
If such measurement indicates a possible impairment, the estimated fair value of the asset is compared to its net book value to measure the impairment charge, if any.
−Removed: No such events were identified as of December 31, 2024 .
+Added: As a result of the Dedicated reportable segment goodwill impairment during the three months ended December 31, 2025 , we performed an interim review of the related long-lived assets for impairment with no such impairment identified.
Current and long-term debt and lease obligations consisted of the following at December 31, 2025 and 2024 :
6 unchanged sentences
Revenue equipment installment notes;
−Removed: weighted average interest rate of 5.4 % at December 31, 2024, and 5.2 % December 31, 2023, due in monthly installments with final maturities at various dates ranging from February 2028 to March 2029, secured by related revenue equipment
+Added: weighted average interest rate of 5.1 % at December 31, 2025, and 5.4 % December 31, 2024, due in monthly installments with final maturities at various dates ranging from April 2026 to November 2031, secured by related revenue equipment
62,602 189,115 62,860 170,629
21 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.
−Removed: We had no borrowings outstanding under the Credit Facility as of December 31, 2024 , undrawn letters of credit outstanding of approximately $ 19.8 million, and available borrowing capacity of $ 90.2 million.
+Added: We had $ 30.0 million borrowings outstanding under the Credit Facility as of December 31, 2025 , undrawn letters of credit outstanding of approximately $ 19.9 million, and available borrowing capacity of $ 53.3 million.
Based on availability as of December 31, 2025 and 2024 , there was no fixed charge coverage requirement.
4 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.
−Removed: The notes included in the funding are due in monthly installments with final maturities at various dates ranging from February 2028 to March 2029 .
−Removed: 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 $ 28.6 million are cross-defaulted with the Credit Facility.
+Added: The notes included in the funding are due in monthly installments with final maturities at various dates ranging from April 2026 to November 2031 .
+Added: 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.
Additional borrowings from the financial affiliates of our primary revenue equipment suppliers and other lenders are expected to be available to fund new tractors expected to be delivered in 2026, while any other property and equipment purchases, including trailers, are expected to be funded with a combination of available cash, notes, operating leases, finance leases, and/or from the Credit Facility.
4 unchanged sentences
We expect to be in compliance with our debt covenants for the next 12 months.
−Removed: In connection with the settlement of a dispute related to the sale of TFS (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.
−Removed: We may borrow pursuant to the Draw Note until September 23, 2025.
As of December 31, 2025 , the scheduled principal payments of debt, excluding finance leases for which future payments are discussed in Note 11 are as follows:
1 unchanged sentence
Finance lease obligations are utilized to finance a portion of our revenue equipment and are entered into with certain finance companies who are not parties to our Credit Facility.
−Removed: The leases in effect at December 31, 2024 terminate in May 2025 through November 2033 and contain guarantees of the residual value of the related equipment by us.
+Added: The leases in effect at December 31, 2025 terminate in June 2028 through November 2033 and contain guarantees of the residual value of the related equipment by us.
As such, the residual guarantees are included in the related debt balance as a balloon payment at the end of the related term as well as included in the future minimum finance lease payments.
40 unchanged sentences
At December 31, 2025 and 2024 , right-of-use assets of $ 35.5 million and $ 40.0 million for operating leases, respectively, and $ 2.8 million and $ 4.6 million for finance leases, are included in net property and equipment in our consolidated balance sheets.
−Removed: During the year ended December 31, 2022, we recognized $ 7.5 million of expense related to the early abandonment and disposal charges related to revenue equipment held under operating leases as the equipment was a source of significant operational headwinds throughout the year due to poor fuel economy, unusually high maintenance costs, and elevated downtime.
Operating lease right-of-use asset amortization is included in revenue equipment rentals and purchased transportation, communication and utilities, and general supplies and expenses, depending on the underlying asset, in the consolidated statement of operations.
24 unchanged sentences
$ 21,647 $ 18,733 $ 26,834
+Added: Income before provision for income taxes for the years ended December 31, 2025 , 2024 , and 2023 is summarized below:
+Added: (in thousands)
+Added: December 31, 2025
+Added: December 31, 2024
+Added: December 31, 2023
+Added: United States
+Added: $ 5,591 $ 45,897 $ 72,240
+Added: Income before provision for income taxes
+Added: $ 5,591 $ 45,897 $ 72,240
Income tax expense for the years ended December 31, 2025 , 2024 , and 2023 is comprised of:
(in thousands)
+Added: December 31, 2025
+Added: December 31, 2024
+Added: December 31, 2023
Federal, current
8 unchanged sentences
$ 1,181 $ 10,576 $ 17,611
−Removed: Income tax expense for the years ended December 31, 2024 , 2023 , and 2022 is summarized below:
−Removed: (in thousands)
+Added: We adopted ASU 2023 - 09 on a prospective basis beginning with the year ended December 31, 2025.
+Added: The following table presents income tax expense for the year ended December 31, 2025 after adoption of ASU 2023 - 09:
+Added: (dollars in thousands)
+Added: December 31, 2025
Computed "expected" income tax expense
$ 1,172 21.0 %
+Added: State and local (1)
+Added: $ ( 213 ) ( 3.8 %)
+Added: Effect of changes in tax laws or rates
+Added: Work opportunity tax credit
+Added: $ ( 462 ) ( 8.3 %)
+Added: General business credit
+Added: $ ( 240 ) ( 4.3 %)
+Added: Nontaxable or nondeductible items
+Added: Meals and entertainment
+Added: Company owned life insurance
+Added: $ ( 241 ) ( 4.3 %)
+Added: Executive compensation disallowance
+Added: Excess tax benefit on share based compensation
+Added: $ ( 299 ) ( 5.3 %)
+Added: Changes in unrecognized tax benefits
+Added: $ 1,181 21.1 %
+Added: ( 1 ) The state and local jurisdictions that contribute to the majority (greater than 50% ) of the tax effect in the category include California, Illinois, Missouri, New Mexico, Pennsylvania, and Tennessee.
+Added: Income tax expense for the years ended December 31, 2024 and 2023 prior to adoption of ASU 2023 - 09 is summarized below:
+Added: (dollars in thousands)
+Added: December 31, 2024
+Added: December 31, 2023
+Added: Computed "expected" income tax expense
+Added: $ 9,631 21.0 % $ 15,170 21.0 %
State income taxes, net of federal income tax effect
1 unchanged sentence
Per diem allowances
+Added: 852 1.9 % 862 1.2 %
Tax contingency accruals
10 unchanged sentences
$ 10,576 23.0 % $ 17,611 24.4 %
−Removed: The amount of income tax expense allocated to discontinued operations for TFS is $ 0.2 million for the years ended December 31, 2024 and 2023 , and 2022 , respectively.
+Added: The amount of income tax expense allocated to discontinued operations for TFS is $ 1.0 million, $ 0.2 million, and $ 0.2 million for the years 2025 , 2024 , and 2023 , respectively.
Income tax expense varies from the amount computed by applying the applicable federal corporate income tax rate of 21 % for 2025 , 2024 , and 2023 , to income before income taxes primarily due to state income taxes, net of federal income tax effect, adjusted for permanent differences, the most significant of which are the effects of the per diem pay structure for drivers, executive compensation disallowance, and excess tax benefits on share-based compensation.
4 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.
+Added: The following table presents cash income taxes paid net of refunds for the year ended December 31, 2025 :
+Added: (in thousands)
+Added: December 31, 2025
+Added: US state and local
The temporary differences and the approximate tax effects that give rise to our net deferred tax liability at December 31, 2025 and 2024 are as follows:
5 unchanged sentences
Leased liability
−Removed: 10,640 10,796
Finance lease obligation
3 unchanged sentences
Valuation allowance
+Added: ( 1,073 ) ( 42 )
Total deferred tax assets, net of valuation allowance
10 unchanged sentences
( 5,180 ) ( 4,921 )
−Removed: Total deferred tax liabilities
+Added: Total gross deferred tax liabilities
( 172,504 ) ( 155,140 )
12 unchanged sentences
$ - $ 105 $ 392
−Removed: Decreases related to lapsing of statute of limitations
+Added: Decreases related to lapsing of statue of limitations
- ( 105 ) ( 287 )
7 unchanged sentences
We do not anticipate total unrecognized tax benefits to materially change in the next twelve months.
−Removed: We have $ 46.4 million of federal net operating loss offsetting current tax in 2024 with no federal net operating losses remaining.
−Removed: Our state net operating loss carryforwards and state tax credits of $ 99.4 million and $ 0.6 million, respectively, expire beginning in 2024 and 2029 based on jurisdiction.
+Added: We generated a federal net operating loss of $ 60.9 million in 2025 which can be carried forward indefinitely.
+Added: We have $ 0.7 million of federal tax credits to carry back and offset tax in 2024.
+Added: Our state operating loss carryforwards and state tax credits of $ 135.7 million and $ 0.6 million, respectively, expire beginning in 2025 and 2033 based on jurisdiction.
The American Rescue Plan Act of 2021 (the "ARPA") includes several provisions meant to stimulate the U.S.
6 unchanged sentences
Additionally, the IRA enacted an excise tax on stock buybacks, which imposes a 1% tax on stock buybacks, subject to netting provisions regarding stock awarded to employees as part of their compensation.
−Removed: We do not currently have an active buyback program, but will continue to monitor IRS guidance and regulations on how the buyback tax will be imposed and administered.
−Removed: On May 11, 2023, the Tennessee Works Act was signed into law by Governor Lee.
−Removed: The most impactful change for the Company was the phase-in of a single-sales factor apportionment formula for the logistics and leasing companies that file in Tennessee.
−Removed: The motor carriers already apply a single-sales factor.
−Removed: This resulted in the Company recording a $ 1.2 million benefit during 2023 related to revaluing our deferred tax balances for this change.
−Removed: The original 2023 estimate was updated based on 2024 results and refined apportionment calculations.
−Removed: The revision had minimal effect on the overall deferred tax balance at December 31, 2024.
+Added: This did not have a material impact on our stock repurchase programs.
The Organization for Economic Co-operation and Development ("OECD") has released the Base Erosion and Profit Shifting framework 2.0 ("Pillar Two") to introduce a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds.
2 unchanged sentences
We will continue to monitor the impact of this legislation going forward.
+Added: The One Big Beautiful Bill Act of 2025 ("OBBBA"), among other things, includes provisions that permanently restored 100% bonus depreciation, reinstated current deductibility of domestic research and development under Section 174, eased the Section 163 (j) interest limitation through a return to earnings before interest, taxes, depreciation, and amortization, and rolled back certain alternative energy credits.
+Added: We have considered the effects of OBBBA in our 2025 provision, which was particularly relevant for fixed assets, Section 163 (j), and Section 174.
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.
−Removed: For the year ended December 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.
For the years ended December 31, 2025 and 2023 we sold no tractors and trailers to TEL.
+Added: For the year ended December 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.
We received $ 0.9 million, $ 1.1 million, and $ 0.9 million respectively, for providing various maintenance services, certain back-office functions, and for miscellaneous equipment.
−Removed: We purchased equipment from TEL for $ 0.6 million, $ 4.1 million, and none in 2024 , 2023 , and 2022 , respectively.
+Added: We purchased less than $ 0.1 million of equipment from TEL in 2025 and $ 0.6 million and $ 4.1 million in 2024 and 2023 , respectively.
Additionally, we paid $ 2.7 million, $ 1.8 million, and $ 6.8 million to TEL for leases of revenue equipment and maintenance in 2025 , 2024 , and 2023 , respectively.
13 unchanged sentences
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.
−Removed: Our accounts payable to TEL related to operating lease payments owed to TEL.
+Added: Our accounts payable to TEL primarily related to operating lease payments owed to TEL.
Our investment in TEL is comprised of $ 4.9 million cash investment and our equity in TEL's earnings since our investment, partially offset by dividends received since our investment for minimum tax withholdings as noted above.
47 unchanged sentences
See Note 13 for discussions of the related party transactions associated with TEL.
−Removed: COMMITMENTS AND CONTINGENT LIABILITIES
−Removed: 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.
+Added: COMMITMENTS AND CONTINGENCIES
+Added: Legal Proceedings
+Added: 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.
+Added: 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.
+Added: There are inherent uncertainties in these legal matters, some of which are beyond management’s control, making the ultimate outcomes difficult to predict.
+Added: 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.
+Added: 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.
+Added: In 2025, a third -party trucking company hauling a load brokered by Solutions and using a trailer owned by Leasing was involved in an accident that resulted in five fatalities and injuries to at least one other person.
+Added: 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.
+Added: 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.
+Added: As of December 31, 2025, the Company accrued $ 0.7 million for legal costs associated with the accident, but it has not recorded any other liability related to the accident.
+Added: To the extent Solutions 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.
+Added: Any resulting increases in such expenses could have a materially adverse effect on the Company’s business, results of operations, financial condition, or liquidity.
We maintain insurance to cover liabilities arising from the transportation of freight for amounts in excess of certain self-insured retentions.
Refer to Note 1 for information about our insurance program.
+Added: Other Commitments and Contingencies
We had $ 19.9 million and $ 19.8 million of outstanding and undrawn letters of credit as of December 31, 2025 and 2024 , respectively.
The letters of credit are maintained primarily to support our insurance programs.
−Removed: 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 sale of TFS.
−Removed: As of December 31, 2024 , the remaining contingent liability was $ 0.8 million.
We had commitments outstanding at December 31, 2025 , to acquire revenue equipment totaling approximately $ 100.8 million versus commitments at December 31, 2024 of approximately $ 114.0 million.
5 unchanged sentences
We do not report our intersegment revenues by segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.
−Removed: Each segment uses certain shared infrastructure and each segment is presented with its direct costs and an allocation of shared overhead costs.
+Added: Each segment uses certain shared infrastructure and each segment is presented with its direct costs and an allocation of certain shared overhead costs.
Insurance and claims expense is charged to the segments based on their historic claims experience and an allocation of current insurance premiums.
−Removed: The chief operating decision maker uses operating income for each segment in the annual budget and strategic planning process.
−Removed: The chief operating decision maker considers budget-to-actual variances on a quarterly basis as well as month-over-month variances when making decisions about the allocation of operating and capital resources to each segment.
−Removed: The chief operating decision maker 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.
−Removed: The following tables summarize our reportable segment information as used by our chief operating decision maker in making decisions regarding allocation of resources, etc., for 2024 , 2023 , and 2022 :
+Added: The CODM uses operating income for each segment in the annual budget and strategic planning process.
+Added: The CODM considers budget-to-actual variances on a quarterly basis as well as month-over-month variances when making decisions about the allocation of operating and capital resources to each segment.
+Added: 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.
+Added: The following tables summarize our reportable segment information as used by our CODM in making decisions regarding allocation of resources, etc., for 2025 , 2024 , and 2023 :
(in thousands)
5 unchanged sentences
56,076 48,554 - 607 105,237
−Removed: Total revenue
+Added: Subtotal operating revenues
$ 373,294 $ 403,180 $ 286,806 $ 100,555 $ 1,163,835
+Added: Other revenues
+Added: Total revenue
Operating expenses:
16 unchanged sentences
Gain on disposition of property and equipment, net
−Removed: - ( 107 ) - -
Total allocated overhead
4 unchanged sentences
$ 21,126 $ 19,986 $ 12,166 $ 7,699 $ 61,614
−Removed: Other operating loss (2)
Total consolidated operating income
+Added: Interest expense, net
+Added: Income from equity method investment
+Added: Income before income taxes
(in thousands)
5 unchanged sentences
69,764 46,627 - 1,144 117,535
−Removed: Total revenue
+Added: Subtotal operating revenues
$ 416,461 $ 364,414 $ 248,939 $ 101,662 $ 1,131,476
+Added: Other revenues
+Added: Total revenue
Operating expenses:
23 unchanged sentences
$ 45,806 $ 33,314 $ 13,191 $ 10,367 $ 102,678
−Removed: Other operating loss (2)
Total consolidated operating income
+Added: Interest expense, net
+Added: Income from equity method investment
(in thousands)
5 unchanged sentences
80,041 51,822 - 1,201 133,064
−Removed: Total revenue
+Added: Subtotal operating revenues
$ 423,820 $ 320,287 $ 258,903 $ 100,563 $ 1,103,573
+Added: Other revenues
+Added: Total revenue
Operating expenses:
11 unchanged sentences
Communications and utilities
−Removed: 140 172 9 399
General supplies and expenses
3 unchanged sentences
Gain on disposition of property and equipment, net
+Added: ( 17 ) ( 94 ) - -
Total allocated overhead
4 unchanged sentences
$ 45,010 $ 26,466 $ 10,453 $ 5,786 $ 87,715
−Removed: Other operating loss (2)
Total consolidated operating income
−Removed: ( 1 ) The chief operating decision maker does not receive fuel surcharge revenue and fuel expense individually, but is provided with fuel expense less fuel surcharge revenue (other than the fuel surcharge revenue we reimburse to independent contractors and other third parties which is included in purchased transportation), which we refer to as net fuel expense.
−Removed: The chief operating decision maker uses net fuel expense to measure the effectiveness of our fuel surcharge program.
−Removed: ( 2 ) Other operating loss is attributable to unallocated corporate expenses.
+Added: Interest expense, net
+Added: Income from equity method investment
+Added: Income before income taxes
+Added: ( 1 ) The CODM does not receive fuel surcharge revenue and fuel expense individually, but is provided with fuel expense less fuel surcharge revenue (other than the fuel surcharge revenue we reimburse to independent contractors and other third parties which is included in purchased transportation), which we refer to as net fuel expense.
+Added: The CODM uses net fuel expense to measure the effectiveness of our fuel surcharge program.
+Added: ( 2 ) Other represents indirect costs not directly attributable to any one reportable segment, amortization of intangible assets, impairment of goodwill, write-down of held-for-sale assets, and contingent consideration liability adjustments, consistent with the information used by our CODM to evaluate the operating results of our reportable segments.
Balance sheet data by reportable segment is not maintained by the Company.
+Added: On April 23, 2025, our Board approved a stock repurchase authorization of up to $ 50.0 million of our Class A common stock.
+Added: Under such authorization, we repurchased approximately 1.6 million shares of our Class A common stock for $ 36.2 million (excluding excise taxes) during the year ended December 31, 2025.
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
The program expired on January 31, 2024.
−Removed: On January 26, 2022, our Board declared a cash dividend of $ 0.03125 per share, which was paid on March 25, 2022, to stockholders of record on March 4, 2022.
+Added: On February 10, 2025 our Board declared a cash dividend of $ 0.07 per share, which was paid on March 28, 2025, to stockholders of record on March 7, 2025.
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.
+Added: On November 20, 2025, our Board declared a cash dividend of $ 0.07 per share which was paid on December 26, 2025, to stockholders of record on December 5, 2025.
On February 13, 2024, our Board declared a cash dividend of $ 0.055 per share which was paid on March 29, 2024, to stockholders of record on March 1, 2024.
7 unchanged sentences
SUBSEQUENT EVENTS
−Removed: On February 10, 2025, our Board approved a quarterly cash dividend program of $ 0.07 per share, subject to quarterly approval by our Board.
−Removed: Our Board has approved the dividend, which will be for stockholders of record as of March 7, 2025, and payable on March 28, 2025.
+Added: On February 5, 2026, our Board declared a cash dividend of $ 0.07 per share, which will be for stockholders of record as of March 6, 2026, and payable on March 27, 2026.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.