What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-07 · 240 added, 252 removed, 517 unchanged (49% of the section changed)

4 unchanged sentences

(In thousands, except share data)

September 30, 2025

March 31, 2026

December 31, 2025

10 unchanged sentences

Income taxes receivable

10,840 11,548

Other short-term assets

10 unchanged sentences

102,608 105,609

Operating lease right-of-use assets

33,332 35,513

Other receivables

30,703 16,531

Other assets, net

101,946 97,426

Noncurrent assets of discontinued operations

$ 1,016,828 $ 1,045,548

5 unchanged sentences

52,034 56,001

Accrued purchased transportation

Current maturities of long-term debt

17 unchanged sentences

Other long-term liabilities

13,656 19,588

Total liabilities

3 unchanged sentences

40,000,000 shares authorized;

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

21,855,878 shares issued and 20,392,177 outstanding as of March 31, 2026;

and 21,855,878 shares issued and 20,370,361 outstanding as of December 31, 2025

5 unchanged sentences

Treasury stock at cost;

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

1,463,701 and 1,485,517 shares as of March 31, 2026 and December 31, 2025, respectively

( 34,159 ) ( 34,584 )

Accumulated other comprehensive income

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

FOR THE three months ended March 31, 2026 and 2025

(In thousands, except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Freight revenue

17 unchanged sentences

Income tax expense

Income from continuing operations, net of tax

Income from discontinued operations, net of tax

Basic income per share:

Income from continuing operations

Income from discontinued operations

Net income per share

Diluted income per share:

Income from continuing operations

Income from discontinued operations

Net income per share

1 unchanged sentence

Diluted weighted average shares outstanding

Total may not sum due to rounding.

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

FOR THE three months ended March 31, 2026 and 2025

(Unaudited and in thousands )

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

$ 4,420 $ 6,563

Other comprehensive income:

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

4 ( 435 ) ( 253 ) 57

Reclassification of cash flow hedge gains into statement of operations, net of tax of $ 20 and $ 62 in 2025 and $ 34 and $ 103 in 2024, respectively

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

Total other comprehensive loss(1)

Unrealized gain (loss) on effective portion of cash flow hedges, net of tax of ($ 25 ) in 2026 and $ 67 in 2025, respectively

Reclassification of cash flow hedge gains into statement of operations, net of tax of $ 13 in 2026 and $ 21 in 2025, respectively

( 36 ) ( 60 )

Total other comprehensive gain (loss)(1)

Comprehensive income

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

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

FOR THE three months ended March 31, 2026 and 2025

(Unaudited and in thousands)

For the Three and Nine Months Ended September 30, 2025

For the Three Months Ended March 31, 2026

Comprehensive

15 unchanged sentences

$ 219 $ 47 $ 159,975 $ ( 34,159 ) $ 649 $ 280,874 $ 407,605

- - - - - 9,840 9,840

Cash dividend ($ 0.07 per common share)

- - - - - ( 1,797 ) ( 1,797 )

Share repurchase

- - - ( 35,561 ) - - ( 35,561 )

Other comprehensive loss

- - - - ( 124 ) - ( 124 )

Stock-based employee compensation expense

- - 920 - - - 920

Issuance of restricted shares, net

- - ( 865 ) 817 - - ( 48 )

Balances at June 30, 2025

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

- - - - - 9,093 9,093

Cash dividend ($ 0.07 per common share)

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

Other comprehensive income

- - - - ( 54 ) - ( 54 )

Share repurchase

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

Stock-based employee compensation expense

- - 1,065 - - - 1,065

Issuance of restricted shares, net

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

Balances at September 30, 2025

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

For the Three and Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Comprehensive

15 unchanged sentences

$ 219 $ 47 $ 159,758 $ 782 $ 282,838 $ 443,644

- - - - - 12,194 12,194

Cash dividend ($ 0.055 per common share)

- - - - - ( 1,448 ) ( 1,448 )

Other comprehensive income

- - - - 34 - 34

Exercise of stock options

- - 195 386 - - 581

Stock-based employee compensation expense

- - 765 - - - 765

Issuance of restricted shares, net

- - ( 207 ) 207 - - -

Balances at June 30, 2024

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

- - - - - 13,033 13,033

Cash dividend ($ 0.055 per common share)

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

Other comprehensive income

- - - - ( 531 ) - ( 531 )

Stock-based employee compensation expense

- - 988 - - - 988

Issuance of restricted shares, net

- - 45 94 - - 139

Balances at September 30, 2024

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

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE nine months ended September 30, 2025 and 2024

FOR THE three months ended March 31, 2026 and 2025

(Unaudited and in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

3 unchanged sentences

Depreciation and amortization

Deferred income tax expense

Deferred income tax benefit (expense)

Income tax expense arising from restricted share vesting and stock options exercised

1 unchanged sentence

Income from equity method investment

Return on investment from equity method investee

(Gain) loss on disposition of property and equipment

Loss on disposition of property and equipment

Changes in operating assets and liabilities:

6 unchanged sentences

Cash flows from investing activities:

Acquisition, net of cash acquired

Other investments

1 unchanged sentence

Proceeds from disposition of property and equipment

Net cash flows used in investing activities

Net cash flows provided by (used by) investing activities

Cash flows from financing activities:

8 unchanged sentences

Payment of minimum tax withholdings on stock compensation

Common stock repurchased

Net cash flows (used in) provided by financing activities

Net cash flows used by financing activities

Net change in cash and cash equivalents

1 unchanged sentence

Cash and cash equivalents at end of period

Supplemental disclosure of cash flow information:

Cash paid (received) during the year for:

Interest, net of capitalized interest

Non-cash transactions during the year for:

Equipment acquired under operating leases

Non-cash capital asset acquisitions

Non-cash debt reduction

Insurance and claims accruals

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

16 unchanged sentences

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

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

therefore, operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 .

These condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10 -K for the year ended December 31, 2025 .

4 unchanged sentences

Depreciation of revenue equipment is our largest item of depreciation.

We generally depreciate new tractors over five years to salvage values ranging from approximately 0 % to 35 % of their cost, depending on the utilization profile of the equipment associated with its reportable segment.

We generally depreciate new tractors over five years to salvage values ranging from approximately 0 % to 35 % of their cost, depending on the reportable segment profile of the equipment.

We generally depreciate new trailers over seven years for refrigerated trailers and ten years for dry van trailers to salvage values of approximately 20 % and 25 % of their cost, respectively.

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

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

Recent Accounting Pronouncements

5 unchanged sentences

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

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

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

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

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

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

Disaggregation of Income Statement Expenses.

Disaggregation of Income Statement Expenses which was later clarified by ASU 2025 - 01.

This guidance requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements.

3 unchanged sentences

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

In December 2023, the FASB issued ASU 2023 - 09, Improvements to Income Tax Disclosures.

This new guidance is designed to enhance the transparency and decision usefulness of income tax disclosures.

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.

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

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

Reclassification of Previously Issued Financial Statements

Certain amounts in the prior period have been reclassified in the condensed consolidated financial statements to conform to the current year presentation.

There has been no impact on previously reported net income or stockholders' equity from such reclassification.

Accounting standards adopted

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

This guidance became effective for us for our annual reporting period beginning January 1, 2026, and related interim reporting periods.

We made the election to adopt the practical expedient as of January 1, 2026.

The adoption of this standard had an immaterial effect on our consolidated financial statements.

Income Per Share

5 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Income from continuing operations

Income from discontinued operations

$ 4,420 $ 6,563

Denominator for basic income per share – weighted-average shares

25,082 26,538

Effect of dilutive securities:

2 unchanged sentences

Denominator for diluted income per share adjusted weighted-average shares and assumed conversions

26,434 27,877

Basic income per share

Income from continuing operations

Income from discontinued operations

Net income per share

$ 0.18 $ 0.25

Diluted income per share

Income from continuing operations

Income from discontinued operations

Net income per share

Total may not sum due to rounding.

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

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

$ 0.17 $ 0.24

There were no unvested shares excluded from the calculation of diluted earnings per share as anti-dilutive for the three months ended March 31, 2026 and 2025 .

There were no unvested employee stock options excluded from the calculation of diluted earnings per share as anti-dilutive for the three months ended March 31, 2026 and 2025 .

Fair Value of Financial Instruments

14 unchanged sentences

(in thousands)

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Contingent consideration

( 22,488 ) ( 22,489 ) 3

Cash surrender value life insurance policies

5,059 5,041 2

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

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

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

The fair value of our revenue equipment installment notes approximated the carrying value as of March 31, 2026 , as the weighted average interest rate on these notes approximates the market rate for similar debt.

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

Contingent consideration arrangements require us to pay up to $ 20.0 million of additional consideration to AAT Carriers, Inc.'s ("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, Inc.'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").

Contingent consideration arrangements require us to pay up to $ 30.0 million of additional consideration to Lew Thompson & Son Trucking, LLC's ("LTST's") former owners 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 owners 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").

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 13 "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.

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

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

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

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

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

During the three months ended March 31, 2026 and 2025, there were contingent payments made of $ 0.3 million as a result of the Asset Acquisition and $ 12.5 million based on LTST's results for the first calendar year following closing, respectively.

The $ 0.3 million paid for the contingent consideration liability during 2026 was classified as financing cash flows within the condensed consolidated statements of cash flows.

Of the $ 12.5 million paid for the contingent consideration liability during 2025, $ 4.5 million was classified as financing cash flows and $ 8.0 million was classified as operating cash flows within the condensed consolidated statements of cash flows.

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

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

The fair value of the contingent consideration increased $ 0.3 million and $ 0.7 million due to a change in the fair value for the LTST contingent consideration for the three months ended March 31, 2026 and 2025, respectively.

Additionally, contingent consideration increased $ 5.0 million for the three months ended March 31, 2025 as a result of the Asset Acquisition.

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

1 unchanged sentence

The following table provides a summary (in thousands) of the activity for the contingent consideration liability for 2026:

December 31, 2024

Adjustments to fair market value

September 30, 2025

December 31, 2025 Additions Adjustments to fair market value Payments March 31, 2026

Contingent consideration $ ( 22,489 ) $ - $ ( 328 ) $ 329 $ ( 22,488 )

19 unchanged sentences

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

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

The following table summarizes our total revenue by our four reportable segments, as used by our CODM in making decisions regarding allocation of resources etc., for the three months ended March 31, 2026 and 2025 :

(in thousands)

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

Managed Freight

Freight revenue

$ 71,949 $ 91,064 $ 90,731 $ 27,552 $ 281,296

Fuel surcharge revenue (1)

12,722 12,359 - 155 25,236

Subtotal operating revenues

$ 84,671 $ 103,423 $ 90,731 $ 27,707 $ 306,532

Other revenues

2 unchanged sentences

Salaries, wages, and related expenses

28,027 44,243 3,173 14,740

14,509 14,162 - 217

Operations and maintenance

9,301 11,110 501 1,854

Revenue equipment rentals and purchased transportation

15,082 7,198 79,369 1,197

Operating taxes and licenses

288 720 31 439

Insurance and claims

6,651 5,610 468 243

Communications and utilities

General supplies and expenses

355 393 1,229 3,948

Depreciation and amortization

1 4,875 99 424

Loss on disposition of property and equipment, net

Total allocated overhead

7,636 9,303 2,124 2,489

Segment operating expenses

81,850 97,836 87,028 25,929 292,643

Subtotal operating income

Total consolidated operating income

Interest expense, net

Income from equity method investment

Income before income taxes

(in thousands)

Three Months Ended September 30, 2024

Managed Freight

Freight revenue

Fuel surcharge revenue (1)

Subtotal operating revenues

Other revenues

Total revenue

Operating expenses:

Salaries, wages, and related expenses

Operations and maintenance

Revenue equipment rentals and purchased transportation

Operating taxes and licenses

Insurance and claims

Communications and utilities

General supplies and expenses

Depreciation and amortization

Gain on disposition of property and equipment, net

Total allocated overhead

Segment operating expenses

Segment operating income

Total consolidated operating income

Interest expense, net

Income from equity method investment

Income before income taxes

(in thousands)

Nine Months Ended September 30, 2025

Managed Freight

Freight revenue

Fuel surcharge revenue (1)

Subtotal operating revenues

Other revenues

Total revenue

Operating expenses:

Salaries, wages, and related expenses

Operations and maintenance

Revenue equipment rentals and purchased transportation

Operating taxes and licenses

Insurance and claims

Communications and utilities

General supplies and expenses

Depreciation and amortization

Loss on disposition of property and equipment, net

Total allocated overhead

Segment operating expenses

Segment operating income

$ 2,821 $ 5,587 $ 3,703 $ 1,778 $ 14,518

Total consolidated operating income

3 unchanged sentences

(in thousands)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Managed Freight

Freight revenue

$ 80,249 $ 82,080 $ 56,850 $ 24,040 $ 243,219

Fuel surcharge revenue (1)

14,444 11,529 - 163 26,136

Subtotal operating revenues

$ 94,693 $ 93,609 $ 56,850 $ 24,203 $ 269,355

Other revenues

2 unchanged sentences

Salaries, wages, and related expenses

31,489 39,359 2,277 11,428

14,934 13,086 - 175

Operations and maintenance

10,843 10,614 ( 57 ) 1,150

Revenue equipment rentals and purchased transportation

16,561 8,343 47,631 1,077

Operating taxes and licenses

336 608 57 790

Insurance and claims

6,574 4,993 132 207

Communications and utilities

General supplies and expenses

244 503 790 4,404

Depreciation and amortization

3 4,067 22 481

Gain on disposition of property and equipment, net

Total allocated overhead

8,118 9,706 2,447 2,408

Segment operating expenses

89,102 91,524 53,309 22,361 256,296

Segment operating income

$ 5,591 $ 2,085 $ 3,541 $ 1,842 $ 13,059

Total consolidated operating income

12 unchanged sentences

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

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

Our liability recorded for uncertain tax positions as of March 31, 2026 is unchanged since December 31, 2025 .

The net deferred tax liability of $ 120.8 million primarily relates to differences in cumulative book versus tax depreciation of property and equipment, partially off-set by net operating loss carryovers and insurance claims that have been reserved but not paid.

2 unchanged sentences

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

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

There was no material change to the valuation allowance as March 31, 2026 .

The Company continues to have a significant amount of reversing temporary differences that can be considered as future sources of taxable income.

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

9 unchanged sentences

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

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

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

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

We considered the effects of the OBBBA in our provision for income taxes with no other adjustments expected as of March 31, 2026.

Current and long-term debt and lease obligations consisted of the following as of March 31, 2026 and December 31, 2025 :

(in thousands)

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

$ - $ 29,000 $ - $ 30,000

Borrowings under the Draw Note

Revenue equipment installment notes;

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

weighted average interest rate of 5.1 % at March 31, 2026, and 5.1% at December 31, 2025, due in monthly installments with final maturities at various dates ranging from April 2026 to February 2032, secured by related revenue equipment

50,735 157,702 62,602 189,115

Real estate notes;

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

interest rate of 5.4 % at March 31, 2026 and 5.6 % at December 31, 2025 due in monthly installments with a fixed maturity at August 2035, secured by related real estate

1,418 14,687 1,403 14,931

18 unchanged sentences

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

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

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

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

We had $ 29.0 million borrowings outstanding under the Credit Facility as of March 31, 2026 , undrawn letters of credit outstanding of approximately $ 19.9 million, and available borrowing capacity of $ 57.5 million.

As of March 31, 2026 , there were no base rate and $ 29.0 million of SOFR loans.

Based on availability as of March 31, 2026 and 2025 , there was no fixed charge coverage requirement.

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

3 unchanged sentences

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

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

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

The notes included in the funding are due in monthly installments with final maturities at various dates ranging from April 2026 to February 2032 .

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.

3 unchanged sentences

Concurrently with entering into the note, we entered into an interest rate swap to effectively fix the related interest rate to 4.2 %.

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

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

The Draw Note expired September 23, 2025.

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

Lease Obligations

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

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

The finance leases in effect at March 31, 2026 terminate from June 2028 through November 2033 and contain guarantees of the residual value of the related equipment by us.

A summary of our lease obligations at March 31, 2026 and 2025 are as follows:

(dollars in thousands)

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Finance lease cost:

15 unchanged sentences

Weighted-average discount rate—finance leases

12.5 % 12.8 %

Weighted-average discount rate—operating leases

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

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

As of March 31, 2026 and December 31, 2025 , right-of-use assets of $ 33.3 million and $ 35.5 million for operating leases and $ 2.6 million and $ 2.8 million for finance leases, respectively.

Finance leases are included in net property and equipment in our condensed consolidated balance sheets.

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

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

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

Our future minimum lease payments as of March 31, 2026 , are summarized as follows by lease category:

(in thousands)

2026 (1) 11,110 $ 909

Thereafter 2,101 285

Total minimum lease payments $ 40,149 $ 3,890

3 unchanged sentences

Lease obligations, long-term $ 22,693 $ 2,095

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

( 1 ) Excludes the three months ended March 31, 2026 .

Stock -Based Compensation

2 unchanged sentences

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

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

As of March 31, 2026 , there were 1,852,982 shares available for award under the Incentive Plan.

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

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

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

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

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

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

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

Included in salaries, wages, and related expenses within the condensed consolidated statements of operations is stock-based compensation expense of $ 0.7 million and $ 0.8 million for the three months ended March 31, 2026 and 2025 , respectively.

The stock compensation expense recorded for the three months ended March 31, 2026 and 2025 , of $ 0.7 million and $ 0.8 million relates to restricted shares, respectively.

There were no unvested employee stock options or related stock compensation expense for the three months ended March 31, 2026 or 2025 .

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

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

To satisfy withholding requirements for shares that vested through March 31, 2026 , certain participants elected to forfeit receipt of an aggregate of 4,200 shares of Class A common stock at a weighted average per share price of $ 29.44 based on the closing price of our Class A common stock on the dates the shares vested in 2026 , in lieu of the federal and state minimum statutory tax withholding requirements.

We remitted $ 0.1 million to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements.

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

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

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

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

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

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

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

As of March 31, 2026, 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.

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

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

Other Commitments and Contingencies

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

We had $ 19.9 million of outstanding and undrawn letters of credit as of March 31, 2026 and December 31, 2025 .

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

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

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

Equity Method Investment

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TEL’s majority owners are generally restricted from transferring their interests in TEL, other than to certain permitted transferees, without our consent.

Similarly, we are generally restricted from transferring our interest in TEL, other than to certain permitted transferees, without their consent.

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

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

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

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

We have accounted for our investment in TEL using the equity method of accounting, and thus our financial results include our proportionate share of TEL's 2025 net income through September 30, 2025 , or $ 11.6 million.

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

As of March 31, 2026 , we had a revenue equipment operating lease liability to TEL of $ 7.3 million with final maturities at various dates ranging from April 2029 to August 2029.

No other transactions with TEL were material for the three months ended March 31, 2026 and 2025 .

We have accounted for our investment in TEL using the equity method of accounting, and thus our financial results include our proportionate share of TEL's 2026 net income through March 31, 2026 , or $ 3.7 million.

Our accounts receivable from TEL, accounts payable to TEL, and investment in TEL as of March 31, 2026 and December 31, 2025 are as follows (in thousands):

Balance Sheet Line Item:

September 30, 2025

March 31, 2026

December 31, 2025

4 unchanged sentences

Investment in TEL

$ 89,227 $ 85,512

Operating lease obligations

Current and long-term portion of operating lease obligations

$ 7,269 $ 7,800

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

Goodwill, Intangibles, and Other Assets

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

The Landair Holdings, Inc.

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

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

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

Amortization expense of $ 3.0 million and $ 2.4 million for the three months ended March 31, 2026 and 2025 , respectively, was included in depreciation and amortization in the condensed consolidated statements of operations.

A summary of other intangible assets as of March 31, 2026 and December 31, 2025 is as follows:

(in thousands)

September 30, 2025

March 31, 2026

Gross intangible assets

2 unchanged sentences

Remaining life (months)

$ 4,502 $ ( 2,742 ) $ 1,760

Managed Freight

1,089 ( 932 ) 157

999 ( 885 ) 114

Total trade name

6,590 ( 4,559 ) 2,031 83

Non-compete agreement:

4,670 ( 3,405 ) 1,265

Managed Freight

630 ( 278 ) 352

Total non-compete agreement

5,300 ( 3,683 ) 1,617 17

Customer relationships:

71,374 ( 18,210 ) 53,164

Managed Freight

22,112 ( 3,832 ) 18,280

12,436 ( 8,031 ) 4,405

Total customer relationships:

105,922 ( 30,073 ) 75,849 133

Credentialing:

32,000 ( 8,889 ) 23,111

Total credentialing

32,000 ( 8,889 ) 23,111 130

Total other intangible assets

$ 149,812 $ ( 47,204 ) $ 102,608 129

(in thousands)

4 unchanged sentences

Remaining life (months)

$ 4,502 $ ( 2,689 ) $ 1,813

Managed Freight

1,089 ( 927 ) 162

999 ( 885 ) 114

Total trade name

6,590 ( 4,501 ) 2,089 86

Non-compete agreement:

4,670 ( 3,113 ) 1,557

Managed Freight

630 ( 238 ) 392

Total non-compete agreement

5,300 ( 3,351 ) 1,949 15

Customer relationships:

71,374 ( 16,959 ) 54,415

Managed Freight

22,112 ( 3,264 ) 18,848

12,436 ( 7,772 ) 4,664

Total customer relationships:

105,922 ( 27,995 ) 77,927 131

Credentialing:

32,000 ( 8,356 ) 23,644

Total credentialing

32,000 ( 8,356 ) 23,644 133

Total other intangible assets

$ 149,812 $ ( 44,203 ) $ 105,609 128

The expected amortization of these assets for the next five successive years is as follows:

(in thousands)

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

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

A summary of the carrying amount of goodwill is as follows:

( 1 ) Excludes the three months ended March 31, 2026 .

The assignment of goodwill and intangible assets to our reportable segments was not complete as of March 31, 2026 due to the October 2025 Star Acquisition.

The carrying amount of goodwill was $ 80.4 million at March 31, 2026 and $ 80.5 million at December 31, 2025 .

A summary of the changes in the carrying amount of goodwill by reportable segment is as follows:

(in thousands)

Managed Freight

Balance at September 30, 2025

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

Balance at December 31, 2025

$ 15,699 $ 21,877 $ 21,151 $ 21,750 $ 80,477

Post-acquisition goodwill adjustments

- - ( 37 ) - ( 37 )

Balance at March 31, 2026

$ 15,699 $ 21,877 $ 21,114 $ 21,750 $ 80,440

At March 31, 2026, our insurance program involves self-insurance to certain risk retention levels.

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

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

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

All share and per share amounts presented in this Quarterly Report on Form 10 -Q, including with respect to dividends and in the financial statement and notes hereto have been adjusted for the stock split.

We have $ 29.1 million and $ 14.6 million at March 31, 2026 and December 31, 2025, respectively, included in other long-term receivables and as a corresponding accrual in the long-term portion of insurance and claims accruals on our condensed consolidated balance sheet for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will pay their portion of such claims.

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

Under such authorization, we repurchased approximately 1.6 million shares of our Class A common stock for $ 36.2 million during the twelve months ended December 31, 2025 with no such repurchases during the three months ended March 31, 2026 .

On February 5, 2026, our Board declared a cash dividend of $ 0.07 per share which was paid on March 27, 2026, to stockholders of record on March 6, 2026.

On May 15, 2024, our Board declared a cash dividend of $ 0.055 per share which was paid on June 28, 2024, to stockholders of record on June 7, 2024.

On August 14, 2024, our Board declared a cash dividend of $ 0.055 per share which was paid on September 27, 2024, to stockholders of record on September 6, 2024.

On November 21, 2024, our Board declared a cash dividend of $ 0.055 per share which was paid on December 27, 2024, to stockholders of record on December 6, 2024.

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.

1 unchanged sentence

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

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

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

Subsequent Events

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

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

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

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

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

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.

Acquisition of Assets of Brokerage Business Operating as Star Logistics Solutions

On October 10, 2025, we acquired the assets of a truckload brokerage business, which we are operating as Star.

Star operates in the consumer retail and disaster relief sectors where we historically have lacked exposure.

Additionally, the disaster recovery market is highly specialized and synergistic with our Expedited business and offers occasional, high volume and high margin opportunities.

The acquisition date fair value of the consideration transferred was $ 27.1 million.

The Asset Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions.

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.

The total purchase price, including any earnout achieved, is expected to be approximately $ 27.2 million depending on the results achieved by Star.

The acquisition date fair value of the consideration transferred consisted of the following:

October 10, 2025

(in thousands)

Cash paid pursuant to Asset Purchase Agreement

Contingent consideration

Net purchase price

We estimated the fair value of the contingent consideration using a probability-weighted model.

This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement.

Refer to Note 3, "Fair Value of Financial Instruments" for information regarding changes in the contingent consideration arrangement.

All goodwill related to the acquisition is deductible for tax purposes, and there are no deferred income taxes arising from the acquisition.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.

October 10, 2025

Accounts receivable

Driver advances and other receivables

Inventory and supplies

Prepaid expenses

Other short-term assets

Net property and equipment

Other intangibles, net

Total identifiable assets acquired

Accounts payable

Accrued expenses

Current maturities of long-term debt

Current portion of operating lease obligations

Current portion of insurance and claims accrual

Long-term portion of operating lease obligations

Total liabilities assumed

Net identifiable assets acquired

Net assets acquired

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.

The goodwill recognized is attributable primarily to expected cost synergies as a result of overhead support.

Refer to Note 11, "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.

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.

The following unaudited pro forma consolidated results of operations assume that the acquisition of Star occurred as of

January 1, 2025:

(in thousands)

Three months ended

March 31, 2026

March 31, 2025

Total revenue

$ 307,161 $ 301,793

$ 4,420 $ 6,964

Basic net income per share

$ 0.18 $ 0.26

Diluted net income per share

$ 0.17 $ 0.25

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 2025.

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.

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.

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 2025.

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

What changed 10-Q

Item 1. Financial Statements