What changed in this filing

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Item 1. Financial Statements

2026-04-24 compared with 2025-10-24 · 117 added, 271 removed, 340 unchanged (53% of the section changed)

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Operating revenues, excluding fuel surcharge revenues

8 unchanged sentences

Insurance and claims

General and administrative expenses, net of asset dispositions

General and administrative expenses, including asset dispositions

Operating taxes and licenses

12 unchanged sentences

(in thousands)

September 30, 2025

March 31, 2026

December 31, 2025

24 unchanged sentences

HUNT TRANSPORT SERVICES, INC.

Condensed Consolidated Statements of Stockholders' Equity

Condensed Consolidated Statements of Shareholders' Equity

(in thousands, except per share amounts)

Three Months Ended September 30, 2025 and 2024

Stockholders’

Balances at June 30, 2024

Comprehensive income:

Cash dividend declared and paid ($ 0.43 per share)

Purchase of treasury shares

Share-based compensation

Restricted share issuances, net of stock repurchased for payroll taxes and other

Balances at September 30, 2024

Balances at June 30, 2025

Comprehensive income:

Cash dividend declared and paid ($ 0.44 per share)

Purchase of treasury shares

Share-based compensation

Restricted share issuances, net of stock repurchased for payroll taxes and other

Balances at September 30, 2025

Nine Months Ended September 30, 2025 and 2024

Stockholders’

Shareholders’

Balances at December 31, 2024

4 unchanged sentences

Restricted share issuances, net of stock repurchased for payroll taxes and other

Balances at September 30, 2024

Balances at March 31, 2025

Balances at December 31, 2025

4 unchanged sentences

Restricted share issuances, net of stock repurchased for payroll taxes and other

Balances at September 30, 2025

Balances at March 31, 2026

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

3 unchanged sentences

Share-based compensation

Net loss on sale of revenue equipment and other assets

Loss on sale of revenue equipment and other

Deferred income taxes

8 unchanged sentences

Additions to property and equipment

Proceeds from sale of equipment

Proceeds from sale of investment

Business acquisitions

Net proceeds from sale of equipment

Net cash used in investing activities

27 unchanged sentences

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes:

Improvements to Income Tax Disclosures, which enhances income tax disclosures to provide more transparency about income tax information, primarily related to the rate reconciliation and income taxes paid by jurisdiction information.

These disclosures will include consistent categories and greater disaggregation of information in the rate reconciliation and require income taxes paid to be disaggregated by jurisdiction as well as additional amendments to improve the effectiveness of income tax disclosures.

The new standard became effective prospectively for us on January 1, 2025, for annual periods, with retrospective adoption permitted.

We do not anticipate the adoption of this accounting pronouncement to have a material impact on our financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures, which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements.

The standard becomes effective prospectively for us on January 1, 2027, for annual periods, and January 1, 2028, for interim periods, with retrospective adoption permitted.

We are currently evaluating the impact of the adoption of this accounting pronouncement on our financial statements.

The new standard is effective prospectively for us on January 1, 2027, for annual periods, and January 1, 2028, for interim periods, with retrospective adoption permitted.

We are currently evaluating the impact of the adoption of this accounting pronouncement on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software:

2 unchanged sentences

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

We are currently evaluating the impact of the adoption of this accounting pronouncement on our financial statements.

We are currently evaluating the impact of the adoption of this accounting pronouncement on our consolidated financial statements.

Earnings Per Share

1 unchanged sentence

Diluted earnings per share reflects the potential dilution that could occur if holders of unvested restricted and performance share units converted their holdings into common stock.

The dilutive effect of restricted and performance share units was 0.7 million and 0.6 million shares during the three and nine months ended September 30, 2025, respectively, compared to 0.8 million shares during the three and nine months ended September 30, 2024.

The dilutive effect of restricted and performance share units was 0.7 million shares during the three months ended March 31, 2026, compared to 0.6 million shares during the three months ended March 31, 2025.

Share-based Compensation

1 unchanged sentence

Three Months Ended

September 30,

Nine Months Ended

September 30,

Restricted share units:

4 unchanged sentences

Performance share unit expense, net of tax

As of September 30, 2025, we had $ 66.5 million and $ 35.7 million of total unrecognized compensation expense related to restricted share units and performance share units, respectively, that is to be recognized over the remaining weighted average period of approximately 2.8 years for restricted share units and 2.2 years for performance share units.

During the nine months ended September 30, 2025, we issued 40,686 shares for vested restricted share units and 84,001 shares for vested performance share units.

Of this total, 34,838 shares for vested restricted share units and zero shares for vested performance share units were issued during the third quarter 2025.

As of March 31, 2026, we had $ 96.8 million and $ 49.5 million of total unrecognized compensation expense related to restricted share units and performance share units, respectively, that is to be recognized over the remaining weighted average period of approximately 3.2 years for restricted share units and 2.4 years for performance share units.

During the three months ended March 31, 2026, we issued 43,421 shares for vested restricted share units and 81,508 shares for vested performance share units.

Financing Arrangements

Outstanding borrowings, net of unamortized discount and unamortized debt issuance cost, under our current financing arrangements consist of the following (in millions):

September 30, 2025

March 31, 2026

December 31, 2025

3 unchanged sentences

Senior Credit Facility

At September 30, 2025, we were authorized to borrow through a revolving line of credit, which is supported by a credit agreement with a group of banks.

The revolving line of credit authorizes us to borrow up to $ 1.0 billion under a five-year term expiring September 2027 and allows us to request an increase in the revolving line of credit total commitment by up to $ 300 million and to request two one-year extensions of the maturity date.

In addition, the credit agreement authorized us to borrow up to an additional $ 500 million through committed term loans during the nine-month period beginning September 27, 2022, due September 2025, which we exercised in June 2023.

The entire outstanding balance of these term loans was paid in full in March 2025.

At March 31, 2026, we were authorized to borrow through a revolving line of credit, which is supported by a credit agreement with a group of banks.

The revolving line of credit authorizes us to borrow up to $ 1.0 billion under a five-year term expiring November 2030 and allows us to request an increase in the revolving line of credit total commitment by up to $ 400 million and to request two one-year extensions of the maturity date.

In addition, the credit agreement authorizes us to borrow up to an additional $ 700 million through committed term loans during the six-month period beginning November 25, 2025, due November 2028, of which we partially exercised in February 2026.

The applicable interest rates under this agreement are based on either the Secured Overnight Financing Rate (SOFR), or a Base Rate, depending upon the specific type of borrowing, plus an applicable margin and other fees.

At September 30, 2025, we had $ 160 million outstanding on the revolving line of credit, at an average interest rate of 5.16 %, under this agreement.

Our senior notes consist of two separate issuances.

The first is $ 700 million of 3.875 % senior notes due March 2026, issued in March 2019.

Interest payments under these notes are due semiannually in March and September of each year beginning September 2019.

The second is $ 750 million of 4.90 % senior notes due March 2030, issued in March 2025.

At March 31, 2026, we had $ 87.1 million outstanding on the revolving line of credit and a $ 475.0 million balance of term loans, at an average interest rate of 4.66 %, under this agreement.

Our senior notes consist of $ 750 million of 4.90 % senior notes due March 2030, issued in March 2025.

Interest payments under these notes are due semiannually in March and September of each year beginning September 2025.

Both senior notes were issued by J.B.

These senior notes were issued by J.B.

Hunt Transport Services, Inc., a parent-level holding company with no significant tangible assets or operations.

1 unchanged sentence

All other subsidiaries of the parent are minor.

We registered these offerings and the sale of the notes under the Securities Act of 1933, pursuant to shelf registration statements filed in January 2019 and February 2023, respectively.

Both notes are unsecured obligations and rank equally with our existing and future senior unsecured debt.

We registered these offerings and the sale of the notes under the Securities Act of 1933, pursuant to a shelf registration statement filed in February 2023.

These notes are unsecured obligations and rank equally with our existing and future senior unsecured debt.

We may redeem for cash some or all of the notes based on a redemption price set forth in the note indenture.

Our $ 700 million of 3.875 % senior notes matured in March 2026.

The entire outstanding balance was paid in full at maturity.

Our financing arrangements require us to maintain certain covenants and financial ratios.

We were in compliance with all covenants and financial ratios at September 30, 2025.

We were in compliance with all covenants and financial ratios at March 31, 2026.

Capital Stock

On August 16, 2024, our Board of Directors authorized the purchase of up to $ 1 billion of our common stock.

At September 30, 2025, we had $ 106.5 million available under this authorized plan to purchase our common stock.

On October 22, 2025, our Board of Directors authorized the purchase of up to an additional $ 1 billion of our common stock to be effective upon our purchase of the remaining balance under the August 2024 authorization.

During the nine months ended September 30, 2025, we purchased approximately 5,427,000 shares, or $ 783.4 million of our common stock in accordance with plans authorized by our Board, of which approximately 1,603,000 shares, or $ 230.4 million, were purchased in the third quarter of 2025.

During the three months ended March 31, 2026, we purchased approximately 383,000 shares, or $ 80.1 million, of our common stock in accordance with plans authorized by our Board.

At March 31, 2026, we had $ 888.2 million available under an authorized plan to purchase our common stock.

On January 22, 2026, our Board of Directors declared a regular quarterly cash dividend of $ 0.45 , which was paid February 20, 2026, to shareholders of record on February 6, 2026.

On April 24, 2025, our Board of Directors declared a regular quarterly dividend of $ 0.44 per common share, which was paid May 23, 2025, to shareholders of record on May 9, 2025.

On July 23, 2025, our Board of Directors declared a regular quarterly dividend of $ 0.44 per common share, which was paid on August 22, 2025, to shareholders of record on August 8, 2025.

On October 22, 2025, our Board of Directors declared a regular quarterly dividend of $ 0.44 per common share, which will be paid on November 21, 2025, to shareholders of record on November 7, 2025.

On April 23, 2026, our Board of Directors declared a regular quarterly dividend of $ 0.45 per common share, which will be paid on May 22, 2026, to shareholders of record on May 8, 2026.

Fair Value Measurements

3 unchanged sentences

The following assets are measured at fair value on a recurring basis (in millions):

September 30, 2025

March 31, 2026

December 31, 2025

3 unchanged sentences

Financial Instruments

The carrying amount of our senior credit facility and senior notes was $ 1.60 billion and $ 1.48 billion at September 30, 2025 and December 31, 2024, respectively.

The estimated fair value of these liabilities using the income approach (Level 2), based on their net present value, discounted at our current borrowing rate, was $ 1.63 billion and $ 1.48 billion at September 30, 2025 and December 31, 2024, respectively.

The carrying amounts of all other instruments at September 30, 2025, approximate their fair value due to the short maturity of these instruments.

Our effective income tax rate was 24.0 % for the three months ended September 30, 2025, compared to 25.2 % for the three months ended September 30, 2024.

Our effective income tax rate was 25.6 % for the first nine months of 2025, compared to 26.8 % in 2024.

The carrying amount of our senior credit facility and senior notes was $ 1.30 billion and $ 1.47 billion at March 31, 2026 and December 31, 2025, respectively.

The estimated fair value of these liabilities using the income approach (Level 2), based on their net present value, discounted at our current borrowing rate, was $ 1.32 billion and $ 1.51 billion at March 31, 2026 and December 31, 2025, respectively.

The carrying amounts of all other instruments at March 31, 2026, approximate their fair value due to the short maturity of these instruments.

Our effective income tax rate was 25.2 % for the three months ended March 31, 2026, compared to 26.5 % for the three months ended March 31, 2025.

In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, adjusted for discrete items.

This rate is based on our expected annual income, statutory tax rates, best estimate of nontaxable and nondeductible items of income and expense, and the ultimate outcome of tax audits.

At September 30, 2025, we had a total of $ 80.6 million in gross unrecognized tax benefits, which are a component of other long-term liabilities on our Condensed Consolidated Balance Sheets.

At March 31, 2026, we had a total of $ 69.5 million in gross unrecognized tax benefits, which are a component of other long-term liabilities on our Condensed Consolidated Balance Sheets.

Of this amount, $ 56.2 million represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate.

The total amount of accrued interest and penalties for such unrecognized tax benefits was $ 17.3 million at September 30, 2025.

On July 4, 2025, new U.S tax legislation was signed into law which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025.

In addition, the legislation makes changes to certain U.S.

corporate tax provisions.

We continue to evaluate the impact of the new legislation;

however, we do not expect it to have a material impact on our consolidated statements of earnings.

Our deferred income tax liabilities as of September 30, 2025 and December 31, 2024 were $ 938 million and $ 896 million, respectively.

This increase was primarily due to the bonus depreciation and domestic tax research cost expensing provisions of the legislation.

The total amount of accrued interest and penalties for such unrecognized tax benefits was $ 15.1 million at March 31, 2026.

Commitments and Contingencies

3 unchanged sentences

These policies include a level of self-insurance (deductible) coverage applicable to each claim as well as certain coverage-layer-specific, aggregated reimbursement limits of covered excess claims.

Our claims from time to time exceed some of these existing coverage layer aggregate reimbursement limits, and accordingly, we have recorded a liability for the estimated probable exposure for these occurrences.

Our claims from time to time exceed some of these existing coverage layer aggregate reimbursement limits and can effectuate additional premium provisions.

Accordingly, we have recorded a liability for the estimated probable exposure for these occurrences.

We are involved in certain other claims and pending litigation arising from the normal conduct of business.

1 unchanged sentence

Business Segments

We reported five distinct business segments during the nine months ended September 30, 2025 and 2024.

We reported five distinct business segments during the three months ended March 31, 2026 and 2025.

These segments included Intermodal (JBI), Dedicated Contract Services® (DCS®), Integrated Capacity Solutions (ICS), Final Mile Services® (FMS), and Truckload (JBT).

2 unchanged sentences

(Excludes intercompany accounts)

September 30, 2025

March 31, 2026

December 31, 2025

2 unchanged sentences

Net Capital Expenditures (1)

For The Nine Months Ended

September 30,

For The Three Months Ended

Total segment net capital expenditures

1 unchanged sentence

Revenues and Operating Income/(Loss)

For The Three Months ended September 30, 2025

Intersegment Eliminations

Total operating revenues

Operating expenses:

Rents, purchased transportation, and fuel

Salaries, wages and employee benefits

Depreciation and amortization

Operating supplies and expenses

Insurance and claims

General and administrative expenses, net of asset dispositions

Other segment items (2)

Total operating expenses

Operating Income (3)

Revenues and Operating Income/(Loss)

For The Three Months ended September 30, 2024

Intersegment Eliminations

Total operating revenues

Operating expenses:

Rents, purchased transportation, and fuel

Salaries, wages and employee benefits

Depreciation and amortization

Operating supplies and expenses

Insurance and claims

General and administrative expenses, net of asset dispositions

Other segment items (2)

Total operating expenses

Operating Income (3)

Revenues and Operating Income/(Loss)

For The Nine Months ended September 30, 2025

For The Three Months ended March 31, 2026

Intersegment Eliminations

9 unchanged sentences

Total operating expenses

Operating Income (3)

Operating Income/(Loss) (3)

Revenues and Operating Income/(Loss)

For The Nine Months ended September 30, 2024

For The Three Months ended March 31, 2025

Intersegment Eliminations

9 unchanged sentences

Total operating expenses

Operating Income (3)

Operating Income/(Loss) (3)

Net capital expenditures report the additions to property and equipment, net of proceeds from the sale of property and equipment.

30 unchanged sentences

adverse weather conditions;

disruption or failure of information systems;

inability to keep pace with technological advances affecting our information technology platforms;

disruption or failure of information systems due to cybersecurity threats or other incidents;

inability to keep pace with technological advances affecting our business and our information technology platforms;

potential business or operational disruptions resulting from the effects of a national or international health pandemic;

27 unchanged sentences

Therefore, the reported amounts of assets, liabilities, revenues, expenses, and associated disclosures of contingent liabilities are affected by these estimates.

We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with experts, and other methods considered reasonable in the particular circumstances.

We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with experts, and other methods considered reasonable in particular circumstances.

Nevertheless, actual results may differ significantly from our estimates.

6 unchanged sentences

RESULTS OF OPERATIONS

Comparison of Three Months Ended September 30, 2025 to Three Months Ended September 30, 2024

Comparison of Three Months Ended March 31, 2026 to Three Months Ended March 31, 2025

Summary of Operating Segment Results

For the Three Months Ended September 30,

For the Three Months Ended March 31,

(in millions)

3 unchanged sentences

Inter-Segment eliminations

Total consolidated operating revenues were $3.05 billion for the third quarter 2025, a 0.5% decrease from $3.07 billion in the third quarter 2024.

Third quarter 2025 operating revenues decreased primarily due to a decline in revenue per load in JBI and JBT, lower volumes in ICS and DCS, and fewer stops in FMS, when compared to the third quarter 2024.

These increases were offset by higher productivity in DCS, increased revenue per load in ICS, and increased loads in JBT.

Total consolidated operating revenue, excluding fuel surcharge revenue, decreased 0.4%, when compared to the third quarter 2024.

JBI segment revenue decreased 2% to $1.52 billion during the third quarter 2025, compared with $1.56 billion in 2024.

During the third quarter of 2025, JBI had a 1% decrease in load volumes and revenue per load, which is determined by the combination of freight mix, fuel surcharges, and customer rates.

Transcontinental loads decreased 6% during the third quarter 2025, while eastern network load volume increased 6% compared to the third quarter 2024.

Our decision during bid season to prioritize network balance, especially in the Transcontinental network, pressured volumes compared to last year but reduced empty moves from the network.

Volume growth in our Eastern network remained strong, driven by the value proposition it presents for customers and reliable rail service.

Revenue per load, excluding fuel surcharge revenue, decreased 1% compared to the third quarter 2024.

JBI segment operating income increased 12% to $125.0 million in the third quarter 2025 from $111.8 million in 2024.

The increase is primarily due to improved network balance, which resulted in fewer empty container moves and increased efficiency throughout our drayage fleet, as well as improvements associated with the initiative to lower our cost to serve and overall cost management initiatives.

Total consolidated operating revenues were $3.06 billion for the first quarter 2026, a 5% increase from $2.92 billion in the first quarter 2025.

This increase was primarily the result of higher load volumes in JBI, JBT, and ICS, increased revenue per load in ICS and JBT, and improved productivity in DCS, when compared to the first quarter 2025.

Total consolidated operating revenue excluding fuel surcharge revenue increased 3% compared to the first quarter 2025.

JBI segment revenue increased 2% to $1.50 billion during the first quarter 2026, compared with $1.47 billion in 2025.

Load volumes during the first quarter 2026 increased 3% compared to the same period 2025, with gross revenue per load remaining relatively flat, which is determined by the combination of customer rates, fuel surcharges and freight mix.

Eastern network loads increased 7% reflecting increased customer demand to convert over-the-road shipments to intermodal in that region, while transcontinental load volume remained flat compared to the first quarter 2025.

Revenue per load excluding fuel surcharge revenue decreased 2% compared to the first quarter 2025.

JBI segment operating income increased 21%, to $114.5 million in the first quarter 2026, from $94.4 million in 2025.

The increase is primarily due to increased network efficiency, higher productivity in our drayage operations, and improvements associated with our overall cost management initiatives, partially offset by disruptions from severe winter weather and higher insurance premium and claims expense, when compared to the first quarter 2025.

The current quarter ended with approximately 124,000 units of trailing capacity and 6,200 power units assigned to the dray fleet.

DCS segment revenue increased 2% to $864 million in the third quarter 2025, compared to $846 million in 2024.

Productivity, defined as revenue per truck per week, increased 3%, while average truck count decreased 1%, when compared to the third quarter 2024.

Productivity, excluding fuel surcharge revenue, increased 3%, primarily due to contractual index-based rate increases and a decline in idle equipment.

On a net basis, revenue-producing trucks in the fleet at the end of the third quarter 2025 decreased by 59 trucks, or 1%, compared to the prior-year period.

Customer retention rates are approximately 95%.

DCS segment operating income increased 9% to $104.3 million in the third quarter 2025, from $95.5 million in 2024.

The increase is primarily due to higher revenue, lower equipment and maintenance costs, improvements associated with the initiative to lower our cost to serve, and the maturing of new business onboarded over the past year, partially offset by higher insurance premiums.

ICS segment revenue decreased 1% to $276 million in the third quarter 2025, from $278 million in 2024.

Overall volumes decreased 8% compared to the third quarter 2024, while revenue per load increased 9%, primarily due to higher contractual and spot rates and changes in customer freight mix.

Contractual business represented approximately 63% of total load volume and 64% of total revenue in the third quarter 2025, compared to 62% and 61%, respectively, in 2024.

The ICS segment had an operating loss of $0.8 million in the third quarter 2025, compared to an operating loss of $3.3 million in 2024.

The decrease in operating loss is primarily due to lower personnel salary and wages expense, lower insurance claims expense, and reduced technology costs.

Gross profit margin decreased to 15.0% in the third quarter 2025, compared to 17.9% in 2024 as the absence of project work in the current quarter compared to the prior year, more than offset the benefits of our disciplined bid strategy and effective sourcing of capacity.

ICS’s carrier base increased 13% compared to the third quarter 2024, following recent declines due to changes in carrier qualification requirements.

FMS segment revenue decreased 5% to $206 million in the third quarter 2025 from $218 million in 2024, primarily due to decreased customer demand and a change in mix between asset and asset-light business.

FMS segment operating income decreased 42% to $6.9 million in the third quarter of 2025 compared to $12.0 million in 2024.

This decrease was primarily due to lower revenue and higher insurance claims expense, partially offset by lower personnel-related expenses and improvements associated with the initiative to lower our cost to serve.

JBT segment revenue increased 10% to $190 million in the third quarter 2025, from $173 million in 2024.

Revenue, excluding fuel surcharge revenue, increased 10% primarily due to a 14% increase in load volume, partially offset by a 4% decrease in revenue per load, excluding fuel surcharge revenue, compared to third quarter 2024.

JBT average effective trailer count decreased to 12,107 in the third quarter 2025, compared to 12,588 in 2024.

At the end of the third quarter 2025, the JBT power fleet consisted of 2,091 tractors, compared to 1,989 tractors at September 30, 2024.

Trailer turns in the third quarter of 2025 increased 19% compared to third quarter 2024, due to higher load volumes and improvements in network balance.

JBT segment operating income decreased 9% to $7.4 million in 2025, compared with $8.2 million during third quarter 2024.

The decrease is primarily due to higher insurance claims expense and increased maintenance-related costs as well as higher third-party capacity costs as a percentage of revenue.

Consolidated Operating Expenses

The following table sets forth items in our Condensed Consolidated Statements of Earnings as a percentage of operating revenues and the percentage increase or decrease of those items as compared with the prior period.

Three Months Ended September 30,

Dollar Amounts as a

Percentage of Total

Operating Revenues

Percentage Change

of Dollar Amounts

Between Quarters

Total operating revenues

Operating expenses:

Rents and purchased transportation

Salaries, wages and employee benefits

Depreciation and amortization

Fuel and fuel taxes

Operating supplies and expenses

Insurance and claims

General and administrative expenses, net of asset dispositions

Operating taxes and licenses

Communication and utilities

Total operating expenses

Operating income

Net interest expense

Earnings before income taxes

Total operating expenses decreased 1.2%, while operating revenues decreased 0.5% during the third quarter 2025 from the comparable period 2024.

Operating income increased to $242.7 million during the third quarter 2025 from $224.1 million in 2024.

Rents and purchased transportation costs decreased 3.5% in the third quarter 2025.

This decrease was primarily the result of a decrease in JBI and ICS load volumes, which decreased services provided by third-party carriers, partially offset by increased JBT load volumes, during the third quarter 2025 compared to 2024.

Salaries, wages, and employee benefits costs increased 1.6% during the third quarter 2025, compared with 2024.

This increase was primarily due to an increase in incentive compensation, partially offset by lower office employee wage expenses.

Depreciation and amortization expense decreased 4.7% in third quarter 2025 compared with 2024, primarily due to an increase in the expected useful lives of our chassis and trailer fleets, the reduction in DCS truck counts, and lower depreciation of information systems.

Fuel costs increased 3.3% in the third quarter 2025, compared with 2024, due primarily to an increase in the price of fuel.

Operating supplies and expenses increased 3.8%, driven primarily by higher equipment maintenance costs, increased tire expense, and increased tolls expense.

Insurance and claims expenses increased 4.6% in 2025 compared with 2024, primarily due to increased insurance policy premiums expense and higher claim volume, partially offset by lower claim severity.

General and administrative expenses decreased 4.7% for the current quarter from the comparable period in 2024, primarily due to lower building and yard rental expense, reduced technology costs, decreased professional services expense, and lower bad debt expense, partially offset by an increase in net loss from sale or disposal of assets.

Net loss from sale or disposal of assets was $2.6 million in 2025, compared to a net loss from sale or disposal of assets of $0.8 million in 2024.

Net interest expense decreased 13.9% in 2025 due to a decrease in effective interest rates and the resolution of certain tax positions, partially offset by a higher average debt balance compared to third quarter 2024.

Income tax expense increased 5.2% in 2025, compared with 2024, primarily due to higher taxable earnings.

Our effective income tax rate decreased to 24.0% for the third quarter of 2025, compared to 25.2% in 2024, primarily due to the resolution of certain tax positions.

Our annual tax rate for 2025 is expected to be approximately 24.5%.

In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, adjusted for discrete items.

This rate is based on our expected annual income, statutory tax rates, best estimate of nontaxable and nondeductible items of income and expense, and the ultimate outcome of tax audits.

Comparison of Nine Months Ended September 30, 2025 to Nine Months Ended September 30, 2024

Summary of Operating Segment Results

For the Nine Months Ended September 30,

(in millions)

Operating Revenues

Operating Income/(loss)

Other (includes corporate)

Inter-segment eliminations

Total consolidated operating revenues were $8.90 billion for the first nine months of 2025, versus $8.94 billion for the comparable period 2024.

Fuel surcharge revenue decreased to $1.10 billion during the first nine months of 2025, compared with $1.16 billion in 2024.

Total consolidated operating revenue, excluding fuel surcharge revenue, was relatively flat when compared to the first nine months of 2024.

JBI segment revenue increased 2% to $4.43 billion during the first nine months of 2025, compared with $4.36 billion in 2024.

Load volume during the first nine months of 2025 increased 4% and revenue per load decreased 2%, compared to a year ago.

Revenue per load, excluding fuel surcharge revenue, decreased 1% compared to the first nine months of 2024.

JBI segment operating income increased 1% to $315.1 million in the first nine months of 2025, from $312.9 million in 2024.

The increase is primarily due to higher revenue and improved network balance and increased efficiency throughout our drayage fleet as well as improvements associated with our overall cost management initiatives.

These benefits were partially offset by higher driver and non-driver wages, higher insurance claims and premiums expense, higher group medical expense, and increased equipment maintenance costs.

DCS segment revenue decreased 1% to $2.53 billion during the first nine months of 2025, from $2.56 billion in 2024.

Productivity, defined as revenue per truck per week, increased 3% from a year ago.

Productivity, excluding fuel surcharge revenue, for the first nine months of 2025 increased 4% from a year ago.

The increase in productivity was primarily due to contractual index-based rate increases, increased utilization of equipment, and reduced idle equipment during the current period.

Operating income of our DCS segment decreased 3% to $278.2 million in the first nine months of 2025, from $285.6 million in 2024.

The decrease is primarily due to decreased revenue, higher insurance claim and premium expense, higher group medical expense, and increased equipment maintenance costs, partially offset by the maturing of new business onboarded over the past year, lower bad debt expense, and overall cost management initiatives when compared to the first nine months of 2024.

ICS revenue decreased 4% to $805 million during the first nine months of 2025, from $834 million in 2024.

Overall volumes decreased 10%, while revenue per load increased 7% compared to 2024.

The ICS segment had an operating loss of $7.0 million in the first nine months of 2025 compared to an operating loss of $34.1 million in 2024.

The decrease in operating loss is primarily due to lower personnel salary and wages expense, lower cargo claims expense, reduced technology costs, overall cost management initiatives, and a reduction in integration and transition costs related to the 2023 purchase of the brokerage assets of BNSF Logistics, LLC during the first nine months of 2025.

Gross profit margin decreased to 15.3% in the current period compared to 15.7% in 2024.

FMS revenue decreased 10% to $618 million during the first nine months of 2025, from $683 million in 2024, primarily due to decreased customer demand and internal efforts to improve revenue quality across certain accounts.

FMS segment had operating income of $19.6 million in the first nine months of 2025 compared to $46.9 million in 2024.

This decrease was primarily due to lower revenue, higher insurance premium and claims expense, and the absence of a $4.2 million net benefit from claim settlements recorded in the first nine months of 2024.

JBT segment revenue increased 3% to $533 million for the first nine months of 2025, from $519 million in 2024.

Revenue, excluding fuel surcharge revenue, increased 4%, primarily due to a 10% increase in load volume, partially offset by a 5% decrease in revenue per load, excluding fuel surcharge revenue compared to the first nine months of 2024.

Operating income of our JBT segment was $12.8 million in the first nine months of 2025, relatively flat compared to $12.9 million in 2024, as higher insurance premium and claims expense, and increased maintenance related costs were offset by lower personnel-related expenses and a continued focus on cost management initiatives and productivity.

DCS segment revenue increased 2% to $841 million in the first quarter 2026 from $822 million in 2025.

The average number of revenue producing trucks was consistent with the first quarter 2025, while productivity, defined as revenue per truck per week, increased 2% when compared to the prior year period.

Productivity excluding fuel surcharges increased 1%, primarily due to contractual index-based rate increases.

DCS segment operating income increased 9% to $87.4 million in the first quarter 2026, from $80.3 million in 2025.

The increase is primarily due to increased revenue, lower equipment-related costs, continued execution on the initiative to lower our cost to serve, and the maturing of new business onboarded over the past year, partially offset by increased personnel-related costs and higher insurance premium expense when compared to the first quarter 2025.

ICS segment revenue increased 20% to $323 million in the first quarter 2026, from $268 million in 2025.

Overall volumes increased 10% compared to the first quarter 2025.

Revenue per load increased 9%, primarily due to higher contractual and spot customer rates compared to first quarter 2025.

Contractual business represented approximately 67% of total load volume and 66% of total revenue in the first quarter 2026, compared to 65% and 63%, respectively, in 2025.

ICS segment operating loss was $4.7 million in the first quarter 2026, compared to an operating loss of $2.7 million in 2025.

The decline in operating performance is primarily due to a 6% decrease in gross profit, driven by increased purchased transportation costs compared to the prior year period.

Gross profit margin decreased to 12.0% in the first quarter 2026, compared to 15.3% in the first quarter 2025.

Excluding purchased transportation expense, ICS operating expense decreased 1% compared to the first quarter 2025.

FMS segment revenue decreased 6% to $188 million in the first quarter 2026 from $201 million in 2025, primarily due to the impact of lost business and the effects of demand stabilization, marginally offset by the addition of multiple new customer contracts implemented over the past year and internal efforts to improve revenue quality across certain accounts.

FMS segment operating income increased 53% to $7.2 million in the first quarter 2026 compared to $4.7 million in 2025.

This increase was primarily due to improved revenue quality, decreased personnel-related costs, and decreased insurance claim expense compared to the first quarter of 2025.

JBT segment revenue totaled $205 million for the first quarter 2026, an increase of 23% from $167 million in first quarter 2025.

Revenue excluding fuel surcharge revenue increased 23% primarily due to a 19% increase in load volume and a 3% increase in revenue per load excluding fuel surcharge revenue compared to first quarter 2025.

Trailer turns in the first quarter 2026 increased 15% compared to first quarter 2025 due to increased asset utilization and improvements in network balance and velocity.

JBT average effective trailer count increased to 12,515 in the first quarter 2026, compared to 12,096 in 2025.

At the end of the first quarter 2026, the JBT power fleet consisted of 1,881 tractors, compared to 1,852 tractors in 2025.

JBT segment operating income increased 33% to $2.7 million in 2026, compared with $2.0 million during first quarter 2025.

This increase was primarily due to continued focus on cost management and productivity, reduced personnel-related expenses, and lower equipment-related expenses as a percentage of gross revenue, partially offset by an increase in purchased transportation costs.

Consolidated Operating Expenses

Nine Months Ended September 30,

Three Months Ended March 31,

Dollar Amounts as a

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Percentage Change

of Dollar Amounts Between Periods

of Dollar Amounts Between Quarters

Total operating revenues

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Earnings before income taxes

Total operating expenses and operating revenues decreased 0.4%, during the first nine months of 2025, from the comparable period of 2024.

Operating income decreased to $618.6 million during the first nine months of 2025, from $624.2 million in 2024.

Rents and purchased transportation costs decreased 1.1% in 2025.

This decrease was primarily the result of decreased ICS load volumes, which decreased services provided by third-party carriers, partially offset by increased JBI and JBT load volumes, compared to 2024.

Salaries, wages, and employee benefits costs increased 0.8% in 2025 from 2024.

This increase was primarily due to higher incentive compensation, an increase in group medical benefit expenses and higher driver wages, partially offset by lower office employee wage expenses.

Depreciation and amortization expense decreased 3.6% in 2025 primarily due to an increase in the expected useful lives of our chassis and trailer fleets, the reduction in DCS truck counts, and lower depreciation of information systems, partially offset by higher intermodal container counts.

Fuel costs decreased 3.8% in 2025, compared with 2024, due primarily to a decrease in the price of fuel and decreased road miles.

Operating supplies and expenses increased 3.5%, driven primarily by higher equipment maintenance costs, increased tire expense, and higher tolls expense, partially offset by lower travel and entertainment expenses and towing costs.

Insurance and claims expense increased 10.8% in 2025 compared with 2024, primarily due to higher claim severity, increased insurance policy premiums expense, and the absence of a $4.2 million net benefit from claim settlements recorded in the first nine months of 2024.

General and administrative expenses decreased 3.1% from the comparable period in 2024, primarily due to lower building and yard rental expense, decreased professional services expense, and a decrease in net loss from sale or disposal of assets, partially offset by higher advertising costs.

Net loss from sale or disposal of assets was $11.9 million in 2025, compared to a net loss from sale or disposal of assets of $13.3 million in 2024.

Net interest expense increased 2.0% in 2025, due primarily to decreased interest income and an increase in our average debt balance.

Income tax expense decreased 5.6% during the first nine months of 2025 compared with 2024, primarily due to decreased taxable earnings and a lower effective income tax rate in the first nine months of 2025.

Our effective income tax rate was 25.6% for the first nine months of 2025, compared to 26.8% in 2024 due to discrete tax items.

Our annual tax rate for 2025 is expected to be approximately 24.5%.

Total operating expenses increased 3.9%, while operating revenues increased 4.6% during the first quarter 2026, from the comparable period 2025.

Operating income increased to $207.0 million during the first quarter 2026 from $178.7 million in 2025.

Rents and purchased transportation costs increased 8.6% in the first quarter 2026.

This increase was primarily the result of increased JBI, ICS and JBT load volume, which increased services provided by third-party rail and truck carriers as well as higher carrier purchased transportation rates within ICS and JBT, partially offset by the mix of third-party rail carriers and reduced empty repositioning within JBI during the first quarter 2026 compared to 2025.

Salaries, wages and employee benefits costs decreased 1.8% during the first quarter 2026, compared with 2025.

This decrease was primarily due to a decrease in employee headcounts, partially offset by an increase in group medical benefit expenses and wage increases.

Depreciation and amortization expense remained flat in the first quarter 2026, primarily due to increased asset costs, offset by reductions in truck and tractor counts and the prior year increase in the expected useful lives of our trailer fleets.

Fuel costs increased 9.5% in 2026, compared with 2025, due primarily to an increase in the price of fuel, partially offset by decreased road miles.

Operating supplies and expenses increased 1.5%, driven primarily by higher equipment maintenance costs, increased tire expense, and higher toll costs, partially offset by lower travel and entertainment expenses.

Insurance and claims expense increased 3.2% in 2026 compared with 2025, primarily due to higher cost per claim and increased insurance policy premiums expense, partially offset by lower claim volume.

General and administrative expenses decreased 15.2% for the current quarter from the comparable period in 2025, primarily due to decreased building and yard rental expense, lower technology costs, and a decrease in net loss from sale or disposal of assets.

Net loss from sale or disposal of assets was $0.3 million in 2026, compared to $6.5 million in 2025.

Net interest expense decreased 3.8% in 2026 due to a lower average debt balance and lower average interest rate compared to first quarter 2025.

Income tax expense increased 12.4% in 2026, compared with 2025, primarily due to higher taxable earnings, partially offset by a lower effective income tax rate.

Our effective income tax rate decreased to 25.2% for the first quarter 2026, compared with 26.5% for the first quarter 2025, due to discrete tax items.

Our annual tax rate for 2026 is expected to be between 24.0% and 25.0%.

In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, adjusted for discrete items.

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Liquidity and Capital Resources

Net cash provided by operating activities totaled $1.29 billion during the first nine months of 2025, compared with $1.17 billion for the same period 2024.

Operating cash flows increased primarily due to increased earnings, partially offset by the timing of general working capital activities.

Net cash provided by operating activities totaled $353.0 million during the first quarter 2026, compared with $404.2 million for the same period 2025.

Operating cash flows decreased primarily due to the timing of general working capital activities, partially offset by increased earnings.

Net cash used in investing activities totaled $70.7 million in 2026, compared with $225.1 million in 2025.

The increase is primarily due to cash proceeds from investment and business acquisition activities present in the prior period.

The decrease resulted primarily from a decrease in equipment purchases, net of proceeds from the sale of equipment, compared to the first quarter 2025.

Net cash used in financing activities was $295.0 million in 2026, compared with $182.7 million in 2025.

This increase resulted primarily from an increase in treasury stock purchases and net payments on revolving line of credit.

This increase resulted primarily from the retirement in March 2026 of our $700 million in senior notes partially offset by net proceeds from our senior credit facility and a decrease in treasury stock purchases.

Our need for capital has typically resulted from the acquisition of containers and chassis, trucks, tractors, and trailers required to support our growth and the replacement of older equipment as well as periodic business acquisitions and real estate transactions.

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We have also periodically utilized operating leases to acquire revenue equipment.

For our senior notes maturing in 2026, it is our intent to pay the entire outstanding balances in full, on or before the maturity dates, using our existing cash balance, senior revolving line of credit or other sources of long-term financing.

We believe our liquid assets, cash generated from operations, and revolving line of credit will provide sufficient funds for our operating and capital requirements for the foreseeable future.

At September 30, 2025, we were authorized to borrow through a revolving line of credit, which is supported by a credit agreement with a group of banks.

The revolving line of credit authorizes us to borrow up to $1.0 billion under a five-year term expiring September 2027, and allows us to request an increase in the revolving line of credit total commitment by up to $300 million and to request two one-year extensions of the maturity date.

In addition, the credit agreement authorized us to borrow up to an additional $500 million through committed term loans during the nine-month period beginning September 27, 2022, due September 2025, which we exercised in June 2023.

The entire outstanding balance of these term loans were paid in full in March 2025.

At March 31, 2026, we were authorized to borrow through a revolving line of credit, which is supported by a credit agreement with a group of banks.

The revolving line of credit authorizes us to borrow up to $1.0 billion under a five-year term expiring November 2030, and allows us to request an increase in the revolving line of credit total commitment by up to $400 million and to request two one-year extensions of the maturity date.

In addition, the credit agreement authorizes us to borrow up to an additional $700 million through committed term loans during the six-month period beginning November 25, 2025, due November 2028, of which we exercised $475 million in February 2026.

At September 30, 2025, we had a $160 million outstanding balance under our senior credit facility, at an average interest rate of 5.16% and a cash balance of $52.3 million.

We continue to evaluate the possible effects of current economic conditions and reasonable and supportable economic forecasts on operational cash flows, including the risks of declines in the overall freight market due to anticipated or potential increases in tariffs or other factors and our customers' liquidity and ability to pay.

At March 31, 2026, we had a combined $562.1 million outstanding balance under our senior credit facility, at an average interest rate of 4.66% and a cash balance of $4.6 million.

We regularly monitor working capital and maintain frequent communication with our customers, suppliers and service providers.

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Our financing arrangements require us to maintain certain covenants and financial ratios.

At September 30, 2025, we were compliant with all covenants and financial ratios.

Our net capital expenditures were approximately $490.9 million during the first nine months of 2025, compared with $488.1 million for the same period 2024.

At March 31, 2026, we were compliant with all covenants and financial ratios.

Our net capital expenditures were approximately $70.7 million during the first three months of 2026, compared with $225.1 million for the same period 2025.

Our net capital expenditures include net additions to revenue equipment and non-revenue producing assets that are necessary to contribute to and support the future growth of our various business segments.

Capital expenditures in the first nine months of 2025 were primarily for tractors, trailing equipment and related enhancements, and real estate.

Capital expenditures in the first quarter 2026 were primarily for tractors, trailing equipment and related enhancements, and real estate.

We expect to spend in the range of $600 million to $800 million for net capital expenditures during the full calendar year 2026.

We are currently committed to spend approximately $616.8 million, net of proceeds from sales or trade-ins, during the years 2026 and 2027.

At September 30, 2025, our aggregate future minimum lease payments under operating lease obligations related primarily to the rental of maintenance and support facilities, cross-dock and delivery system facilities, office space, parking yards, and equipment totaled $295.9 million.

At March 31, 2026, our aggregate future minimum lease payments under operating lease obligations related primarily to the rental of maintenance and support facilities, cross-dock and delivery system facilities, office space, parking yards, and equipment totaled $265.1 million.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements, other than our net purchase commitments of $130.6 million, as of September 30, 2025.

We had no off-balance sheet arrangements, other than our net purchase commitments of $616.8 million, as of March 31, 2026.

You should refer to Part I, Item 1A of our Annual Report (Form 10-K) for the year ended December 31, 2025, under the caption “Risk Factors” for specific details on the following factors and events that are not within our control and could affect our financial results.

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We may be subject to litigation claims that could result in significant expenditures.

We rely significantly on our information technology systems, a disruption, failure or security breach of which or an inability to keep pace with technological advances could have a material adverse effect on our business.

We rely significantly on our information technology systems, a disruption, failure or security breach of which could have a material adverse effect on our business.

An inability to develop, adopt, and integrate new or enhanced technologies, including rapidly evolving artificial intelligence, could have a material adverse effect on our business.

Acquisitions or business combinations may disrupt or have a material adverse effect on our operations or earnings.

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