What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-07 · 260 added, 94 removed, 663 unchanged (35% of the section changed)

4 unchanged sentences

(In thousands, except share data)

March 31, 2026

June 30, 2026

December 31, 2025

10 unchanged sentences

Income taxes receivable

10,840 11,548

Other short-term assets

13 unchanged sentences

Other receivables

30,703 16,531

Other assets, net

32 unchanged sentences

40,000,000 shares authorized;

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

21,855,878 shares issued and 20,645,461 outstanding as of June 30, 2026;

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

5 unchanged sentences

Treasury stock at cost;

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

1,210,417 and 1,485,517 shares as of June 30, 2026 and December 31, 2025, respectively

( 30,238 ) ( 34,584 )

10 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE three months ended March 31, 2026 and 2025

FOR THE three and six months ended June 30, 2026 and 2025

(In thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Freight revenue

$ 294,693 $ 276,532 $ 576,618 $ 519,751

Fuel surcharge revenue

38,180 26,322 63,416 52,458

Total revenue

$ 332,873 $ 302,854 $ 640,034 $ 572,209

Operating expenses:

Salaries, wages, and related expenses

$ 110,134 $ 109,148 $ 219,402 $ 214,100

37,850 27,989 66,147 56,157

Operations and maintenance

18,766 17,066 36,680 32,816

Revenue equipment rentals and purchased transportation

98,724 76,791 187,942 133,596

Operating taxes and licenses

3,026 3,436 6,015 7,022

Insurance and claims

18,138 17,307 30,784 32,590

Communications and utilities

1,877 1,481 3,911 2,949

General supplies and expenses

12,399 14,657 26,598 28,252

Depreciation and amortization

22,819 23,121 46,795 44,916

Loss on disposition of property and equipment, net

299 295 637 621

Total operating expenses

324,032 291,291 624,911 553,019

Operating income

8,841 11,563 15,123 19,190

Interest expense, net

2,981 2,470 6,867 5,327

Income from equity method investment

( 5,265 ) ( 4,268 ) ( 8,952 ) ( 8,044 )

Income before income taxes

11,125 13,361 17,208 21,907

Income tax expense

2,590 3,521 4,253 5,504

$ 8,535 $ 9,840 $ 12,955 $ 16,403

Basic income per share:

Net income per share

$ 0.34 $ 0.38 $ 0.52 $ 0.62

Diluted income per share:

Net income per share

$ 0.32 $ 0.36 $ 0.49 $ 0.60

Basic weighted average shares outstanding

25,215 26,041 25,149 26,295

Diluted weighted average shares outstanding

26,589 27,228 26,529 27,564

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 months ended March 31, 2026 and 2025

FOR THE three and six months ended June 30, 2026 and 2025

(Unaudited and in thousands )

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

$ 8,535 $ 9,840 $ 12,955 $ 16,403

Other comprehensive income:

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

Unrealized gain (loss) on effective portion of cash flow hedges, net of tax of ($ 45 ) and ($ 71 ) in 2026 and $ 23 and $ 90 in 2025, respectively

130 ( 64 ) 203 ( 256 )

Reclassification of cash flow hedge gains into statement of operations, net of tax of $ 12 and $ 25 in 2026 and $ 21 and $ 42 in 2025, respectively

( 35 ) ( 60 ) ( 71 ) ( 120 )

Total other comprehensive gain (loss)⁽¹⁾

95 ( 124 ) 132 ( 376 )

Comprehensive income

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE three months ended March 31, 2026 and 2025

FOR THE three and six months ended June 30, 2026 and 2025

(Unaudited and in thousands)

For the Three Months Ended March 31, 2026

For the Three Months Ended June 30, 2026

Comprehensive

15 unchanged sentences

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

For the Three Months Ended March 31, 2025

- - - - - 8,535 8,535

Cash dividend ($ 0.07 per common share)

- - - - - ( 1,773 ) ( 1,773 )

Other comprehensive loss

- - - - 95 - 95

Stock-based employee compensation expense

- - 228 - - - 228

Exercise of stock options

- - ( 4,464 ) 2,923 - - ( 1,541 )

Issuance of restricted shares, net

- - ( 1,273 ) 998 - - ( 275 )

Balances at June 30, 2026

$ 219 $ 47 $ 154,466 $ ( 30,238 ) $ 744 $ 287,636 $ 412,874

For the Three Months Ended June 30, 2025

Comprehensive

15 unchanged sentences

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

- - - - - 9,840 9,840

Cash dividend ($ 0.07 per common share)

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

Share repurchase

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

Other comprehensive income

- - - - ( 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

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE three months ended March 31, 2026 and 2025

FOR THE six months ended June 30, 2026 and 2025

(Unaudited and in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

7 unchanged sentences

Income from equity method investment

Return on investment from equity method investee

Loss on disposition of property and equipment

10 unchanged sentences

Proceeds from disposition of property and equipment

Net cash flows provided by (used by) investing activities

Net cash flows used by investing activities

Cash flows from financing activities:

Change in checks outstanding in excess of bank balances

Cash dividend

7 unchanged sentences

Payment of minimum tax withholdings on stock compensation

Common stock repurchased

Net cash flows used by financing activities

28 unchanged sentences

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

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 .

therefore, operating results for the six months ended June 30, 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 .

Results of operations in interim periods are not necessarily indicative of results to be expected for a full year.

Revenue Recognition

Revenue, drivers' wages, and other direct operating expenses generated by our Expedited and Dedicated reportable segments are recognized proportionally as the transportation service is performed based on the percentage of miles completed as of the period end.

Revenue is recognized on a gross basis at amounts charged to our customers because we control and are primarily responsible for the fulfillment of the promised service.

Revenue includes transportation revenue, fuel surcharges, loading and unloading activities, equipment detention, and other accessorial services.

Revenue generated by our Managed Freight reportable segment is recognized proportionally as the services are provided based on the percentage of completion method using the estimated time elapsed as of the period end.

Revenue is recorded on a gross basis, without deducting third -party purchased transportation costs, as we act as a principal with substantial risks as primary obligor.

Revenue for the Warehousing reportable segment is generally recognized as the service is performed, based upon a weekly rate.

The Company’s contracts with customers generally have original expected durations less than one year.

Accordingly, the Company has elected the practical expedient to not disclose information about remaining unsatisfied performance obligations.

Property and Equipment

32 unchanged sentences

Three Months Ended

Six Months Ended

$ 8,535 $ 9,840 $ 12,955 $ 16,403

3 unchanged sentences

Equivalent shares issuable upon conversion of unvested restricted shares

123 111 126 122

Equivalent shares issuable upon conversion of unvested employee stock options

1,251 1,076 1,254 1,147

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

4 unchanged sentences

$ 0.32 $ 0.36 $ 0.49 $ 0.60

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 .

There were no unvested shares excluded from the calculation of diluted earnings per share as anti-dilutive for the three and six months ended June 30, 2026 .

There were no unvested employee stock options excluded from the calculation of diluted earnings per share as anti-dilutive for the three and six months ended June 30, 2026 .

For the three and six months ended June 30, 2025, approximately 1,000 and no restricted stock shares of common stock, respectively, and no unvested employee stock options were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

Fair Value of Financial Instruments

7 unchanged sentences

The significant unobservable inputs used in the fair value of the contingent consideration liability include the financial projections over the earn-out period, the volatility of the underlying financial metrics, and estimated discount rates.

Significant increases or decreases to any of these inputs could result in a significantly higher or lower liability.

Ultimately, the liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded as a component of general supplies and expenses within the condensed consolidated statements of operations.

The fair value of the life insurance policies was determined by the underwriting insurance company’s valuation models and represents the guaranteed value we would receive upon surrender of these policies as of the reporting date.

The life insurance policies are held in a rabbi trust maintained by the Company with the intent to fund its non-qualified deferred compensation plan.

The assets of the rabbi trust remain subject to the claims of the Company’s general creditors and, therefore, do not represent assets restricted from the Company’s use for purposes of fair value measurement.

While the trustee is subject to customary administrative provisions that limit assignment of assets within the trust, such provisions do not restrict the Company's ability to access the cash surrender value of the policies and do not materially impact the determination of fair value or the exit price in an orderly transaction.

Further, the insurance policies can be surrendered without penalties or charges imposed by the insurance carrier.

A three -tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

4 unchanged sentences

(in thousands)

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

( 9,000 ) ( 22,489 ) 3

Cash surrender value life insurance policies

Cash surrender value of life insurance policies

5,638 5,041 2

There were no transfers between Level 1, Level 2 and Level 3 during the six months ended June 30, 2026 or for the year ended December 31, 2025.

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 March 31, 2026 , as the weighted average interest rate on these notes approximates the market rate for similar debt.

The fair value of our equipment installment notes approximated the carrying value as of June 30, 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.

2 unchanged sentences

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 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.

During the three and six months ended June 30, 2026 , there were contingent payments made of $ 12.5 million and $ 12.5 million based on LTST's results for the second calendar year following closing and $ 0.3 million and $ 0.6 million as a result of the Asset Acquisition, respectively.

Of the $ 13.1 million paid for the contingent consideration liability during 2026, $ 4.8 million was classified as financing cash flows within the condensed consolidated statements of cash flows and $ 8.3 million was classified as operating cash flows within the condensed consolidated statements of cash flows.

During the three and six months ended June 30, 2025 , there were contingent payments made of $ 0.1 million and $ 0.1 million as a result of the Asset Acquisition and none and $ 12.5 million based on LTST's results for the first calendar year following closing, respectively.

Of the $ 12.6 million paid for the contingent consideration liability during 2025, $ 4.6 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 $ 0.3 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.

For the three months ended June 30, 2026, the fair value of the contingent consideration decreased $ 1.0 million due to the change in the fair value for the Sim's contingent consideration partially offset by an increase of $ 0.3 million due to the change in the fair value for the LTST contingent consideration.

The fair value for the LTST contingent consideration for the three months ended June 30, 2025 increased $ 0.7 million.

For the six months ended June 30, 2026, the fair value of the contingent consideration decreased $ 1.0 million due to the decrease in the fair value for the Sim's contingent consideration, partially offset by the $ 0.7 million increase in the LTST contingent consideration.

The contingent consideration increased $ 5.0 million as a result of the Asset Acquisition and $ 1.4 million due to a change in the fair value for the LTST contingent consideration for the six months ended June 30, 2025 .

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

December 31, 2025 Additions Adjustments to fair market value Payments June 30, 2026

Contingent consideration $ ( 22,489 ) $ - $ 343 $ 13,146 $ ( 9,000 )

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 months ended March 31, 2026 and 2025 :

The following table summarizes our total revenue by our four reportable segments, as used by our CODM in making decisions regarding allocation of resources etc., for the three and six months ended June 30, 2026 and 2025 :

(in thousands)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Managed Freight

36 unchanged sentences

(in thousands)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Managed Freight

35 unchanged sentences

Income before income taxes

(in thousands)

Six Months Ended June 30, 2026

Managed Freight

Freight revenue

$ 145,691 $ 185,084 $ 190,273 $ 54,274 $ 575,322

Fuel surcharge revenue (1)

32,400 30,705 - 311 63,416

Subtotal operating revenues

$ 178,091 $ 215,789 $ 190,273 $ 54,585 $ 638,738

Other revenues

Total revenue

Operating expenses:

Salaries, wages, and related expenses

55,655 88,992 7,103 28,563

32,699 33,256 - 463

Operations and maintenance

18,225 22,811 1,266 3,682

Revenue equipment rentals and purchased transportation

29,907 14,154 168,172 2,305

Operating taxes and licenses

561 1,463 45 869

Insurance and claims

12,962 11,199 1,174 489

Communications and utilities

General supplies and expenses

807 794 2,394 8,010

Depreciation and amortization

1 9,798 201 848

Loss on disposition of property and equipment, net

Total allocated overhead

16,066 19,497 4,408 5,334

Segment operating expenses

166,884 202,424 184,831 51,233 605,372

Segment operating income

$ 11,207 $ 13,365 $ 5,442 $ 3,352 $ 34,662

Total consolidated operating income

Interest expense, net

Income from equity method investment

Income before income taxes

(in thousands)

Six Months Ended June 30, 2025

Managed Freight

Freight revenue

$ 163,478 $ 172,246 $ 134,400 $ 49,627 $ 519,751

Fuel surcharge revenue (1)

28,515 23,640 - 303 52,458

Subtotal operating revenues

$ 191,993 $ 195,886 $ 134,400 $ 49,930 $ 572,209

Other revenues

Total revenue

Operating expenses:

Salaries, wages, and related expenses

63,642 81,400 5,122 23,777

29,270 26,662 - 331

Operations and maintenance

21,165 21,915 506 2,683

Revenue equipment rentals and purchased transportation

33,697 17,574 114,189 2,251

Operating taxes and licenses

677 1,260 66 1,349

Insurance and claims

13,317 10,163 157 446

Communications and utilities

General supplies and expenses

469 1,134 1,675 9,146

Depreciation and amortization

3 8,289 43 957

Gain on disposition of property and equipment, net

Total allocated overhead

16,696 18,554 4,622 4,763

Segment operating expenses

178,937 187,626 126,398 46,170 539,131

Segment operating income

$ 13,056 $ 8,260 $ 8,002 $ 3,760 $ 33,078

Total consolidated operating income

( 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.

8 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 March 31, 2026 is unchanged since December 31, 2025 .

Our liability recorded for uncertain tax positions as of June 30, 2026 is unchanged since December 31, 2025 .

The net deferred tax liability of $ 121.1 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.

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

There was no material change to the valuation allowance as June 30, 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.

The American Rescue Plan extended the reach of IRC Section 162 (m) to include compensation paid to the eight highest-paid individuals other than the chief executive officer and the chief financial officers (rather than the three highest), however, this change is not effective until 2027.

There is no material impact to the financial statements at this time.

We do not anticipate the Inflation Reduction Act (the "IRA") will have a significant impact on income tax expense or on other taxes.

One of the most impactful provisions of the IRA includes the establishment of a Corporate Alternative Minimum Tax ("CAMT").

However, this tax only applies to corporations with three -year average earnings in excess of $1.0 billion.

We will continue to monitor the CAMT each year to determine if we will become an applicable corporation.

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.

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

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

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

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 :

Current and long-term debt and lease obligations consisted of the following as of June 30, 2026 and December 31, 2025 :

(in thousands)

March 31, 2026

June 30, 2026

December 31, 2025

1 unchanged sentence

$ - $ 51,000 $ - $ 30,000

Revenue equipment installment notes;

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

Equipment installment notes;

weighted average interest rate of 5.1 % at June 30, 2026, and 5.1 % at December 31, 2025, due in monthly installments with final maturities at various dates ranging from July 2026 to July 2032, secured by related equipment (1)

62,901 159,408 62,602 189,115

Real estate notes;

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

interest rate of 5.4 % at June 30, 2026 and 5.6 % at December 31, 2025 due in monthly installments with a fixed maturity at August 2035, secured by related real estate

1,433 14,324 1,403 14,931

6 unchanged sentences

$ 77,958 $ 246,476 $ 77,027 $ 261,671

( 1 ) Equipment installment notes consist primarily of financing arrangements for the Company's revenue equipment and also include an immaterial note payable related to the Company's fractional aircraft ownership interest.

We and substantially all of our subsidiaries are parties to the Third Amended and Restated Credit Agreement (the "Credit Facility") with Bank of America, N.A., as agent (the "Agent") and JPMorgan Chase Bank, N.A.

2 unchanged sentences

The Credit Facility includes a letter of credit sub facility in an aggregate amount of $ 105.0 million and a swing line sub facility in an aggregate amount equal to the greater of $ 10.0 million or 10 % of the Lenders' aggregate commitments under the Credit Facility from time-to-time.

The Credit Facility matures in May 2027.

The Credit Facility matures in June 17, 2031.

Borrowings under the Credit Facility are classified as either "base rate loans" or "SOFR loans." Base rate loans accrue interest at a base rate equal to the greater of the Agent’s prime rate, the federal funds rate plus 0.5 %, or SOFR for a one month period as of such day, plus an applicable margin ranging from 0.25 % to 0.75%;

2 unchanged sentences

The unused line fee is the product of 0.25 % times the average daily amount by which the Lenders' aggregate revolving commitments under the Credit Facility exceed the outstanding principal amount of revolver loans and the aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility.

The obligations under the Credit Facility are guaranteed by us and secured by a pledge of substantially all of our assets, with the notable exclusion of any real estate, revenue equipment pledged under other financing agreements, including revenue equipment installment notes and finance leases, and revenue equipment that we do not designate as being included in the borrowing base.

The obligations under the Credit Facility are guaranteed by us and secured by a pledge of substantially all of our assets, with the notable exclusion of any real estate, revenue equipment pledged under other financing agreements, including equipment installment notes and finance leases, and revenue equipment that we do not designate as being included in the borrowing base.

Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $ 130.0 million, minus the sum of the stated amount of all outstanding letters of credit;

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) $ 78.0 million.

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.

We had $ 51.0 million borrowings outstanding under the Credit Facility as of June 30, 2026 , undrawn letters of credit outstanding of approximately $ 19.9 million, and available borrowing capacity of $ 59.1 million.

As of June 30, 2026 , there were $ 1.0 million base rate and $ 50.0 million of SOFR loans.

Based on availability as of June 30, 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.

2 unchanged sentences

Failure to comply with the covenants and restrictions set forth in the Credit Facility could result in an event of default.

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 April 2026 to February 2032 .

Pricing for the 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 July 2026 to July 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.

6 unchanged sentences

Lease Obligations

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:

The finance leases in effect at June 30, 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 June 30, 2026 and 2025 are as follows:

(dollars in thousands)

1 unchanged sentence

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Finance lease cost:

Amortization of right-of-use assets

$ 225 $ 218 $ 443 $ 437

Interest on lease liabilities

101 120 206 243

Operating lease cost

3,645 3,993 7,314 7,834

Variable lease cost

38 17 54 ( 68 )

Short-term lease cost

1,850 1,473 4,149 2,679

Total lease cost

5,859 5,821 12,166 11,125

Other information

1 unchanged sentence

Operating cash flows from finance leases

101 120 206 243

Operating cash flows from operating leases

3,084 3,026 6,139 6,046

Financing cash flows from finance leases

227 185 460 365

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

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

- 1,484 818 4,359

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

3 unchanged sentences

Weighted-average discount rate—operating leases

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.

As of June 30, 2026 and December 31, 2025 , right-of-use assets of $ 30.3 million and $ 35.5 million for operating leases and $ 2.9 million and $ 2.8 million for finance leases, respectively.

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

1 unchanged sentence

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 March 31, 2026 , are summarized as follows by lease category:

Our future minimum lease payments as of June 30, 2026 , are summarized as follows by lease category:

(in thousands)

6 unchanged sentences

Lease obligations, long-term $ 19,486 $ 2,258

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

( 1 ) Excludes the six months ended June 30, 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 March 31, 2026 , there were 1,852,982 shares available for award under the Incentive Plan.

As of June 30, 2026 , there were 1,537,726 shares available for award under the Incentive Plan.

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

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

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

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 .

Included in salaries, wages, and related expenses within the condensed consolidated statements of operations is stock-based compensation reversal of less than $ 0.1 million and expense of $ 0.7 million for the three months ended June 30, 2026 and 2025 , respectively, and expense of $ 0.7 million and $ 1.5 million for the six months ended June 30, 2026 and 2025 , respectively.

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

To satisfy withholding requirements for shares that vested through June 30, 2026 , certain participants elected to forfeit receipt of an aggregate of 143,946 shares of Class A common stock at a weighted average per share price of $ 20.23 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 $ 2.9 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 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.

In 2025, a third -party trucking company hauling a load brokered by Covenant Transport Solutions, LLC, and using a trailer owned by Landair Leasing, Inc.

was involved in an accident in Texas 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 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.

The Company has concluded that a loss is probable in the litigation in Texas courts, 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 June 30, 2026 , the Company has recognized approximately $ 1.5 million of legal costs related to this matter, of which approximately $ 0.9 million has been paid and approximately $0.6 million has been accrued for estimated costs not yet paid.

The Company has separately recognized insurance recovery assets of approximately $ 1.0 million, consisting of approximately $ 0.4 million for claim-related costs already paid by the Company in excess of its $ 0.5 million policy retention that are expected to be reimbursed by the insurer and approximately $ 0.6 million for accrued claim-related costs expected to be reimbursed by the insurer when those costs are paid or otherwise settled in the future.

The Company has not recorded any other liability related to the accident.

To the extent we or any of our subsidiaries 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 of outstanding and undrawn letters of credit as of March 31, 2026 and December 31, 2025 .

We had $ 19.9 million of outstanding and undrawn letters of credit as of June 30, 2026 and December 31, 2025 .

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

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We own a 49.0 % interest in Transport Enterprise Leasing, LLC ("TEL"), a tractor and trailer equipment leasing company and used equipment reseller.

The activities that most significantly impact TEL’s economic performance include leasing strategy, equipment acquisition and disposition decisions, and pricing of lease arrangements, which are directed by the majority owners in accordance with TEL's operating agreement.

There is no loss limitation on our 49.0% interest in TEL.

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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 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):

As of June 30, 2026 , we had a revenue equipment operating lease liability to TEL of $ 6.7 million with final maturities at various dates ranging from April 2029 to August 2029.

No other transactions with TEL were material for the three or six months ended June 30, 2026 and 2025 .

We have evaluated our interest in TEL under the variable interest entity model including consideration of whether we have (i) the power to direct the activities of TEL that most significantly impact its economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to TEL.

We have determined that we are not the primary beneficiary of TEL because we do not have the power to direct the activities that most significantly impact TEL’s economic performance, which are directed by the majority owners in accordance with TEL's operating agreement.

While we hold a significant equity interest in TEL, we do not have unilateral or controlling decision-making authority over significant activities.

Accordingly, we do not consolidate TEL and 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 June 30, 2026 , or $ 9.0 million.

Our accounts receivable from TEL, accounts payable to TEL, and investment in TEL as of June 30, 2026 and December 31, 2025 are as follows (in thousands):

Balance Sheet Line Item:

March 31, 2026

June 30, 2026

December 31, 2025

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

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:

Amortization expense of $ 6.0 million and $ 5.1 million for the six months ended June 30, 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 June 30, 2026 and December 31, 2025 is as follows:

(in thousands)

March 31, 2026

June 30, 2026

Gross intangible assets

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(in thousands)

( 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 .

( 1 ) Excludes the six months ended June 30, 2026 .

The assignment of goodwill and intangible assets to our reportable segments was not complete as of June 30, 2026 due to the October 2025 Star Acquisition.

The carrying amount of goodwill was $ 80.6 million at June 30, 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:

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- - 123 - 123

Balance at March 31, 2026

Balance at June 30, 2026

$ 15,699 $ 21,877 $ 21,274 $ 21,750 $ 80,600

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

At June 30, 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 $ 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.

We have $ 3.4 million and $ 14.6 million at June 30, 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 13, 2026, our Board declared a cash dividend of $ 0.07 per share which was paid on June 26, 2026, to stockholders of record on June 5, 2026.

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.

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Net assets acquired

Since acquisition we recognized measurement period adjustments which increased goodwill recognized for LTST by $ 0.1 million as of June 30, 2026 primarily related to uncollectible accounts receivable.

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.

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Three months ended

March 31, 2026

March 31, 2025

Six months ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Total revenue

10 unchanged sentences

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