What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-19 compared with 2025-02-20 · 151 added, 170 removed, 795 unchanged (29% of the section changed)

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Consolidated net income attributable to Knight-Swift decreased by 43.9% from 2024 to $65.9 million.

• Truckload — 96.7% operating ratio during 2024, with a 9.4% increase in revenue, excluding fuel surcharge and intersegment transactions, compared to 2023.

• Truckload — 97.0% operating ratio during 2025, with a 2.8% decrease in revenue, excluding fuel surcharge and intersegment transactions, compared to 2024.

• LTL — 97.4% operating ratio during 2025 with a 20.6% increase in revenue, excluding fuel surcharge.

• Logistics — 96.0% operating ratio during 2025.

Load count reduced by 11.1%, leading to a 1.3% decrease in revenue, excluding intersegment transactions.

Revenue per load increased by 4.7%, leading to a 0.1% increase in revenue, excluding intersegment transactions.

• Intermodal — 102.1% operating ratio during 2025.

Load count improved by 3.5%, leading to a 10.0% decrease in operating loss.

• All Other Segments — Operating loss improved 76.5% to $26.2 million during 2024 compared to $111.6 million in 2023, largely as a result of winding down our third-party insurance program, ultimately ceasing operations at the end of the first quarter of 2024.

• Liquidity and Capital — During 2024, we generated $799.1 million in operating cash flows.

Load count decreased 6.7%, partially offset by a 1.0% improvement in revenue per load resulting in a 19.2% decrease in operating loss.

• All Other Segments — Operating income was $14.4 million during 2025 as compared an operating loss of $26.2 million in 2024, which was largely as a result of winding down our third-party insurance program, ultimately ceasing operations at the end of the first quarter of 2024.

• Liquidity and Capital — During 2025, we generated $1.3 billion in operating cash flows.

Our Free Cash Flow 1 was $763.2 million.

We paid down $140.2 million in long-term debt, $134.8 million in finance lease liabilities, and $175.9 million on our operating lease liabilities.

We obtained financing of $150.0 million in new long-term debt and $165.0 million from net borrowings on our revolving lines of credit.

In 2024, we issued $104.2 million in dividends to our stockholders.

Gain on sale of property and equipment decreased to $34.4 million in 2024, compared to $64.7 million in 2023.

We ended 2024 with $1.1 billion in unrestricted cash and cash equivalents and available liquidity and $7.1 billion of stockholders' equity.

The face value of our debt, net of unrestricted cash ("Net Debt") was $2.7 billion at the end of 2024.

We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants.

See discussion under "Liquidity and Capital Resources" for additional information.

Note that operating cash flows for 2025 were increased by $478.2 million in sales proceeds funded under the new accounts receivable securitization program upon its closing on December 31, 2025, as further discussed below.

From a financing perspective, during 2025 we paid down $380 million of outstanding term loan balances, $147.5 million in finance lease liabilities, and $161.6 million on operating lease liabilities.

Additionally, we had $65.2 million of net borrowings on our 2025 Revolver and prior accounts receivable securitization after giving effect for the $478.2 million payoff and termination of the prior accounts receivable securitization agreement on December 31, 2025, as discussed below.

1 Refer to "Non-GAAP Financial Measures" below.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

On December 31, 2025, the Company entered into a new $575 million accounts receivable securitization facility via the Receivables Purchase Agreement (the "2025 RPA"), replacing the Company's previous $575 million securitization facility first entered into in 2013, as amended and restated through October 2025 (the "2025 RSA").

Replacing the 2025 RSA, which was treated as a financing secured by receivables, with the 2025 RPA, which is treated as a sale of receivables, has the effect of removing the subject receivables and the former secured borrowing from the Company's balance sheet beginning December 31, 2025 and is expected to reduce expenses on a go-forward basis.

Note that the payoff and termination of the prior debt facility with the sales proceeds under the new sales arrangement on December 31, 2025 had the effect of increasing operating cash flow for 2025 by the amount of the $478.2 million proceeds at closing, while the payoff of the prior debt facility is a cash outflow for financing activities and reduces the net borrowings from working capital facilities for 2025 by the same amount.

Going forward, we would expect less pronounced impacts to the cash flow statement from this program as ongoing changes in the size of the pool of receivables in the ordinary course of business are expected to be less than the initial proceeds funded at closing for the outstanding pool of receivables.

We ended 2025 with $1.1 billion in unrestricted cash and cash equivalents and available liquidity and $7.1 billion of stockholders' equity.

The face value of our debt, net of unrestricted cash ("Net Debt") was $2.1 billion at the end of 2025.

We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants.

See discussion under "Liquidity and Capital Resources" for additional information.

Key Financial Data and Operating Metrics

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2 Our tractor fleet within the Truckload segment had a weighted average age of 2.7 years and 2.6 years as of December 31, 2025 and 2024, respectively.

3 Note that average trailers includes 8,985 and 8,724 trailers within our All Other Segment as of December 31, 2024 and 2023, respectively.

Our trailer fleet within the Truckload segment had a weighted average age of 9.4 years and 8.9 years as of December 31, 2024 and 2023, respectively.

4 Our LTL tractor fleet had a weighted average age of 4.2 years and 4.4 years as of December 31, 2024 and 2023, respectively, and includes 619 and 611 tractors from ACT's and MME's dedicated and other businesses for 2024 and 2023, respectively.

5 Our LTL trailer fleet had a weighted average age of 8.4 years and 8.6 years as of December 31, 2024 and 2023, respectively, and includes 876 and 723 trailers from ACT's and MME's dedicated and other businesses for 2024 and 2023, respectively.

Table of Contents Glossary of Terms

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

3 Note that average trailers includes 9,671 and 8,769 trailers within our All Other Segment as of December 31, 2025 and 2024, respectively.

Our trailer fleet within the Truckload segment had a weighted average age of 9.7 years and 9.4 years as of December 31, 2025 and 2024, respectively.

Starting with the fourth quarter of 2025, the Company is excluding its chassis trailers from its average trailer calculation.

Prior period information has been recast for comparability.

4 Our LTL tractor fleet had a weighted average age of 3.8 years and 4.2 years as of December 31, 2025 and 2024, respectively, and includes 663 and 619 tractors from ACT's dedicated and other businesses for 2025 and 2024, respectively.

5 Our LTL trailer fleet had a weighted average age of 8.2 years and 8.4 years as of December 31, 2025 and 2024, respectively, and includes 1,129 and 876 trailers from ACT's dedicated and other businesses for 2025 and 2024, respectively.

Results of Operations — Summary

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2025 Compared to 2024 — The $51.7 million decrease in net income attributable to Knight-Swift to $65.9 million in 2025 from $117.6 million in 2024, includes the following:

• Contributor — $129.6 million decrease in operating income within our Truckload segment, primarily due to a 7.6% decrease in average revenue per tractor, which includes the results of U.S.

Excluding U.S.

Xpress, revenue, excluding fuel surcharge, per tractor increased 1.6% year-over-year.

• Contributor — $31.5 million decrease in operating income from our LTL segment as a result of increased costs related to expanding our LTL service area and a 4.1% decrease in weight per shipment.

• Contributor — $20.1 million decrease in operating income within our Logistics segment driven by a 11.1% decrease in load count.

• Contributor — $49.1 million increase in net interest expense primarily due to an increase in interest rates and increase in outstanding borrowings.

• Offset — $85.4 million decrease in operating loss within our All Other Segments, largely as a result of exiting the third-party insurance business at the end of the first quarter of 2024.

• Offset — $22.6 million increase in "Other income (expenses), net," primarily driven by a mark-to-market adjustment in 2024 related to certain purchase price obligations associated with the acquisition of U.S.

• Contributor — $21.1 million decrease in operating income within our Truckload segment, primarily due to $52.9 million in non-cash impairments of goodwill and intangible assets associated with Abilene as a result of the decision to cease its separate operations and combine it into our Swift business and certain revenue equipment as well as owned and lease real property.

This was partially offset by a 3.3% increase in our average revenue per tractor.

• Contributor — $48.4 million decrease in operating income from our LTL segment is primarily due to a $28.8 million non-cash impairments of tradenames associated with the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand, increased costs related to expanding our LTL service area, and a 1.2% decrease in weight per shipment.

• Contributor — $30.1 million decrease in "Other income (expenses), net," primarily driven by a mark-to-market adjustment in 2024 related to certain purchase price obligations associated with the acquisition of U.S.

• Contributor — $0.3 million decrease in operating income within our Logistics segment driven by a 4.6% decrease in load count, partially offset by a 4.7% increase in revenue per load.

• Offset — $40.6 million increase in operating income within our All Other Segments, largely as a result of exiting the third-party insurance business at the end of the first quarter of 2024.

• Offset — $3.7 million decrease in net interest expense primarily due to a decrease in interest rates, partially offset by higher average borrowings.

• Offset — $3.2 million decrease in consolidated income tax expense, primarily due to a decrease in income before income taxes.

This resulted in a 2025 effective tax rate of 31.2% and a 2024 effective tax rate of 22.1%.

• Offset — $1.0 million decrease in operating loss within our Intermodal segment driven by a 3.5% increase in load count.

• Offset — $1.8 million decrease in operating loss within our Intermodal segment driven by a 1.0% increase in revenue per load.

See additional discussion of our operating results within "Results of Operations — Consolidated Operating and Other Expenses" below.

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• Our truckload services include irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border transportation of various products, goods, and materials for our diverse customer base with approximately 15,500 irregular route and 6,000 dedicated tractors.

• Our LTL business, which was initially established in 2021 through the ACT Acquisition and later the MME and DHE acquisitions, provides our customers with regional LTL transportation service through our growing network of approximately 170 facilities and a door count of approximately 6,060.

Our LTL segment operates approximately 3,600 tractors and approximately 9,600 trailers, including equipment used for ACT's and MME's dedicated and other businesses.

• Our LTL business, which was initially established in 2021 through the ACT Acquisition and later the MME and DHE acquisitions, provides our customers with LTL transportation service through our growing network of approximately 180 facilities and a door count of approximately 6,690.

Our LTL segment operates approximately 4,200 tractors and approximately 11,100 trailers, including equipment used for ACT's dedicated and other businesses.

The LTL segment also provides national coverage to our customers by utilizing partner carriers for areas outside of our direct network.

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4 Average trailers includes 9,671 and 8,769 trailers from our All Other Segments for 2025 and 2024, respectively.

2024 Compared to 2023 — Our Truckload segment revenue, excluding fuel surcharge and intersegment transactions, increased 9.4 % year-over-year, driven by a 13.6% increase in loaded miles.

Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, declined 3.8% year-over-year.

The 2024 Adjusted Operating Ratio increased 340 basis points year-over-year to 95.6%.

We believe our extensive trailer fleet, which has grown to approximately 93,000 trailers as of the end of 2024, positions us to provide valuable capacity, flexibility, and efficiency to our customers through our Truckload and Logistics segments.

We are focused on disciplined pricing and capacity commitments that we expect will position our business to continue to respond as market conditions improve.

Starting with the fourth quarter of 2025, the Company is excluding its chassis trailers from its average trailer calculation.

Prior period information has been recast for comparability.

2025 Compared to 2024 — Our Truckload segment revenue, excluding fuel surcharge and intersegment transactions, decreased 2.8% year-over-year, driven by a 3.4% decrease in loaded miles.

Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, improved 0.7% year-over-year.

The 2025 Adjusted Operating Ratio improved 80 basis points year-over-year to 94.8%.

We are encouraged with the progress at U.S.

Xpress, as this business continues to close the gap on margin performance with our legacy brands.

We believe U.S.

Xpress is positioned to make further progress in an improving market.

During the fourth quarter, we made the decision to combine the Abilene trucking operations into our Swift business to improve efficiency and enhance productivity.

We continue to make tangible progress improving our cost structure and implementing technology-driven initiatives to offset inflationary pressures and which we believe will position our business to generate meaningful returns as market conditions recover.

Table of Contents Glossary of Terms

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We continue to focus on technological advances to improve the customer experience and reduce our operating costs.

During 2025, we decided to adopt the strong and historically significant AAA Cooper brand across our entire LTL business, effective as of January 1, 2026.

The consolidated branding recognizes that we are already one business, operating seamlessly on one system through one network to present a cohesive solution to our customers, while simplifying administration and communication.

2025 2024 2025 vs.

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2 Defined under "Operating Statistics," above.

3 Includes 619 and 611 tractors from ACT's and MME's dedicated and other businesses for 2024 and 2023, respectively.

4 Includes 876 and 723 trailers from ACT's and MME's dedicated and other businesses for 2024 and 2023, respectively.

3 Includes 663 and 619 tractors from ACT's dedicated and other businesses for 2025 and 2024, respectively.

4 Includes 1,129 and 876 trailers from ACT's dedicated and other businesses for 2025 and 2024, respectively.

2025 Compared to 2024 — Our LTL segment grew revenue, excluding fuel surcharge, 20.6% as shipments per day increased 15.3% year-over-year, which includes the acquisition of DHE on July 30, 2024.

Revenue per hundredweight, excluding fuel surcharge, increased 11.4%, while revenue per shipment, excluding fuel surcharge, increased by 6.7%, reflecting a 4.1% decrease in weight per shipment.

This segment produced a 90.1% Adjusted Operating Ratio in 2024, while Adjusted Operating Income decreased 21.6% year-over-year primarily due to start-up costs and early-stage operations at our recently opened facilities and costs related to the system integration of DHE, which was completed during the fourth quarter of 2024.

Revenue per hundredweight, excluding fuel surcharge, increased 7.4%, revenue per shipment, excluding fuel surcharge, increased by 6.2%, and weight per shipment decreased 1.2%.

This segment produced a 93.2% Adjusted Operating Ratio in 2025, and Adjusted Operating Income decreased 17.0% year-over-year primarily due to start-up costs and early-stage operations at our recently opened facilities and costs related to the system integration of DHE.

Table of Contents Glossary of Terms

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

During 2024, we opened 37 additional service centers and added 14 more facilities through the DHE Acquisition in the third quarter.

Overall, our organic and inorganic expansion activities in 2024 added approximately 1,430 doors, representing over 30% growth in our door count from the beginning of the year.

We believe this meaningfully impacts the reach of our service offering and ultimately will increase the density of our network.

We believe the investments in our network during 2024 bring opportunities to service additional freight and customers, though the associated set-up costs and initial operational inefficiencies are near-term headwinds to improving margins.

Our focus for 2025 will be to grow shipment volumes at these locations, particularly as they participate in the bid cycle, which we expect will help drive both revenue and margin expansion in the business.

While we currently anticipate that our pace of facility additions will slow in 2025, we continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.

During 2025, we opened 16 new service centers, four of which replaced larger sites, bringing our year-over-year growth in door count to 10.0% for 2025.

As previously noted, we expect our pace of facility expansion will be slower in the near term and believe ongoing bid events with new and existing customers will provide further opportunities to grow shipment volume and improve efficiencies.

Our near-term focus is to drive both revenue and margin expansion in the business through strong service, disciplined pricing, and cost efficiency.

We continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.

Logistics Segment

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(Dollars in thousands, except per load data) Increase (decrease)

Total revenue $ 570,001 $ 582,250 (2.1 %)

Revenue, excluding intersegment transactions $ 570,001 $ 577,695 (1.3 %)

Revenue $ 570,294 $ 570,001 0.1 %

Operating income $ 23,059 $ 23,312 (1.1 %)

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2 Defined under "Operating Statistics" above.

2024 Compared to 2023 — Logistics Adjusted Operating Ratio was 95.1%, with a gross margin of 17.5% in 2024, compared to 18.7% in 2023.

Logistics load count, excluding U.S.

Xpress, declined by 26.3% year-over-year.

With the inclusion of U.S.

Xpress logistics volumes, load count declined by 11.1% year-over-year.

Revenue per load increased by 9.9% year-over-year, but was offset by increased purchase transportation costs.

2025 Compared to 2024 — Logistics Adjusted Operating Ratio was 95.1%, with gross margin remaining flat at 17.5% in 2025, compared to 2024.

Revenue increased 0.1% year-over-year, driven by a 4.7% increase in revenue per load and partially offset by a 4.6% decrease in load count.

We remain disciplined on price and diligent in carrier qualification to provide value to customers while maintaining profitability.

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(Dollars in thousands, except per load data) Increase (decrease)

Total revenue $ 387,232 $ 410,549 (5.7 %)

Revenue $ 364,914 $ 387,232 (5.8 %)

Operating loss $ (7,640) $ (9,458) 19.2 %

Adjusted Operating Loss 1 2

$ (5,186) $ (9,458) 45.2 %

Average revenue per load 1

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102.1 % 102.4 % (30 bps)

Adjusted Operating Ratio 1 2

101.4 % 102.4 % (100 bps)

Load count 139,553 149,512 (6.7 %)

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2 Includes 548 and 561 c ompany-owned tractors for 2025 and 2024, respectively.

2024 Compared to 2023 — Intermodal operated with a 102.4% operating ratio in 2024.

While load count increased year-over-year by 3.5%, total revenue decreased 5.7% year-over-year to $387.2 million as revenue per load declined 8.9%, resulting from soft demand and competitive truck capacity.

We remain focused on growing our load count with disciplined pricing across a diverse group of customers, although we expect future results will be impacted by the cost of alternative truck capacity.

2025 Compared to 2024 — Intermodal operated with a 101.4% Adjusted Operating Ratio, while total revenue decreased 5.8% to $364.9 million.

The drop in revenue was driven by the 6.7% decrease in load count partially offset by a 1.0% increase in revenue per load.

We remain focused on delivering excellent service and driving appropriate returns through cost control, network balance, equipment utilization, and growing our load count with disciplined pricing.

All Other Segments

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Operating income (loss) $ 14,417 $ (26,201) 155.0 %

2024 Compared to 2023 — Revenue declined 42.3% year-over-year, largely as a result of winding down our third-party carrier insurance program in the first quarter of 2024.

The $26.2 million operating loss within our All Other Segments is primarily driven by the intangible amortization during 2024.

The operating loss within our All Other Segments improved from the prior year, which had included a $125.5 million operating loss for the third-party insurance business during 2023.

2025 Compared to 2024 — Revenue increased 7.9% and operating income increased $40.6 million primarily driven by our warehousing business and leasing businesses and reflects improvement from the prior year, which had included a $18.0 million operating loss for the third-party insurance business.

Table of Contents Glossary of Terms

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We expect labor costs (related to both driving associates and non-driver employees) to remain inflationary, which we expect will result in additional increases in pay and benefits expenses in the future, thereby increasing our salaries, wages, and benefits expense.

2024 Compared to 2023 — The increase in consolidated salaries, wages, and benefits includes a $263.6 million increase as a result of including U.S.

Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S.

Xpress Acquisition in July 2023 as well as an $87.0 million increase from LTL wages primarily due to the DHE Acquisition.

2025 Compared to 2024 — The increase in consolidated salaries, wages, and benefits is primarily due to a $129.5 million increase in LTL wages as a result of service center expansion, the DHE Acquisition, and labor to support increased shipment count from expansion efforts.

2025 2024 2025 vs.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

2024 Compared to 2023 — The decrease in consolidated fuel expense was primarily due to lower average weekly DOE fuel prices of $3.76 per gallon in 2024 compared to $4.20 per gallon in 2023, mostly offset by the increase in fuel expense as a result of including U.S.

Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S.

Xpress Acquisition in July 2023.

2025 Compared to 2024 — The decrease in consolidated fuel expense was primarily due to lower average weekly DOE fuel prices of $3.66 per gallon in 2025 compared to $3.76 per gallon in 2024, and a 3.2% decrease in total miles driven by truckload company drivers, partially offset by a 23.2% increase in LTL miles.

2025 2024 2025 vs.

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We expect to continue refreshing our tractor fleet in the coming quarters, subject to availability of new revenue equipment, to maintain the average age of our equipment.

2024 Compar ed to 2023 — The increase in consolidated operations and maintenance expense includes a $57.5 million increase as a result of including U.S.

Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S.

Xpress Acquisition in July 2023 and a $10.0 million increase in maintenance primarily related to tractor and trailer tire expenses, excluding U.S.

Operations and maintenance expense remained relatively flat for 2025, as compared to 2024.

2025 2024 2025 vs.

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Insurance and claims expense consists of premiums for liability, physical damage, and cargo, and will vary based upon the frequency and severity of claims, our level of self-insurance, and premium expense.

In recent years, insurance carriers have raised premiums for many businesses, including transportation companies.

In recent years, insurance carriers have raised premiums for transportation companies based upon significant verdicts and settlements against transportation companies.

As a result, our insurance and claims expense could increase in the future, or we could raise our self-insured retention limits or reduce excess coverage limits when our policies are renewed or replaced.

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In the first quarter of 2024, we exited our third-party insurance business, which offered insurance products to third-party carriers, earning premium revenues, which were partially offset by increased insurance reserves, and which exposed us to claims and inability to collect premiums.

We ceased operating this business in the first quarter of 2024, which we expect will result in some reduction of volatility as we will no longer be exposed to new claims from the third-party insurance business.

2024 Compared to 2023 — Consolidated insurance and claims expense decreased primarily due to a $259.7 million decrease in insurance costs associated with the third-party insurance business, which we exited in the first quarter of 2024.

This decrease was partially offset by an increase of $42.2 million in insurance and claims expense as a result of including U.S.

Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S.

Xpress Acquisition in July 2023.

2025 Compared to 2024 — Consolidated insurance and claims expense decreased primarily due to the Company exiting the third-party insurance business at the end of the first quarter of 2024.

Additionally, the decrease was due to a 1.0% decrease in total miles driven year-over-year, improvements within our current year experience as a result of lower frequency and severity of claims, and positive development within certain prior year losses.

Table of Contents Glossary of Terms

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The expense is impacted by changes in the tax rates and registration fees associated with our tractor fleet and regional operating facilities.

2024 Compared to 2023 — The increase in consolidated operating taxes and licenses expense is primarily due to the inclusion of $7.5 million of operating taxes and licenses expense from including U.S Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S.

Xpress Acquisition in July 2023.

2025 Compared to 2024 — Operating taxes and licenses expenses increased by $7.6 million for 2025, as compared to the same periods last year, primarily as a result of expanding our LTL network.

2025 2024 2025 vs.

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Communications expense is comprised of costs associated with our tractor and trailer tracking systems, information technology systems, and phone systems.

2024 Compared to 2023 — The increase in consolidated communications expense is primarily due to the inclusion of $2.0 million of communications expense from including U.S.

Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S.

Xpress Acquisition in July 2023.

2025 Compared to 2024 — Communications expense as a percentage of total revenue and revenue, excluding truckload and LTL fuel surcharge remained relatively flat for 2025, as compared to 2024.

2025 2024 2025 vs.

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Management periodically reviews the condition, average age, and reasonableness of estimated useful lives and salvage values of our equipment and considers such factors in light of our experience with similar assets, used equipment market conditions, and prevailing industry practices.

2024 Compared to 2023 — The increase in consolidated depreciation and amortization of property and equipment includes a $65.7 million increase of expense as a result of including U.S.

Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S.

Xpress Acquisition in July 2023.

This was partially offset by a decrease in tractor and trailer depreciation as a result of the decrease in the tractor and trailer counts for our legacy business, excluding U.S.

2025 Compared to 2024 — The decrease in consolidated depreciation and amortization is primarily due to the decrease in tractor and trailer counts in our Truckload segment, partially offset by an increase in equipment counts for our LTL segment.

We anticipate that depreciation and amortization expense will increase, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, for a majority of our revenue equipment, terminal improvements, or terminal expansions in 2026.

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See Note 4 and Note 8 in Part II, Item 8, of this Annual Report for further details regarding the Company's intangible assets, historical amortization, and anticipated future amortization.

2024 Compared to 2023 — The increase in consolidated amortization of intangibles for 2024 is primarily attributed to the U.S.

Xpress and DHE acquisitions.

2025 Compared to 2024 — The increase in consolidated amortization of intangibles for 2025 is primarily attributed to the DHE acquisition.

See Note 4 in Part II, Item 8, of this Annual Report for more details regarding our acquisitions.

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Xpress Acquisition, as well as our terminals and other real estate leases.

2024 Compared to 2023 — The increase in consolidated rental expense is primarily related to the inclusion of $38.0 million from including U.S.

Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S.

Xpress Acquisition in July 2023.

Additional increases relate to the incorporation of new facilities as we expand our LTL network and were partially offset by a decrease in the rental expense for revenue equipment.

2025 Compared to 2024 — The decrease in consolidated rental expense is primarily related to U.S Xpress increasing its ratio of owned versus leased equipment.

We anticipate that rental expense will decrease, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, a majority of our revenue equipment, terminal improvements, or terminal expansions in 2026.

2025 2024 2025 vs.

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Purchased transportation expense may also fluctuate as a percentage of revenue based on the relative growth of our logistics and intermodal businesses as compared to our full truckload and LTL businesses.

2024 Compared to 2023 — The decrease in consolidated purchased transportation expense is primarily due to decreased load volume within our logistics business and lower miles driven by independent contractors, partially offset by $152.2 million of additional purchased transportation expense from including U.S.

Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S.

Xpress Acquisition in July 2023.

2025 Compared to 2024 — The decrease in consolidated purchased transportation expense is primarily due to decreased load volume within our logistics and intermodal businesses as well as lower miles driven by independent contractors within our Truckload segment.

Table of Contents Glossary of Terms

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Impairments $ 98,308 $ 19,012 417.1 %

2024 Compared to 2023 — In 2024, we incurred impairment charges related to building improvements, certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment and All Other Segments).

In 2023, we incurred impairment charges related to certain revenue equipment held for sale (within the Truckload segment) and terminated software projects (recorded within our All Other Segments, specifically related to our third-party insurance business).

2025 Compared to 2024 — In 2025, we incurred impairment charges related to goodwill and intangible assets associated with Abilene as a result of the decision to cease its operations and combine it into our Swift business, tradenames associated with the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand (within the LTL segment), certain discontinued software projects (within the Intermodal Segment), and certain revenue equipment as well as owned and lease real property (within the Truckload Segment).

In 2024, we incurred impairment charges related to building improvements, certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment and All Other Segments).

2025 2024 2025 vs.

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Miscellaneous operating expenses primarily consists of legal and professional services fees, general and administrative expenses, and other costs, net of gain on sales of equipment.

2024 Compared to 2023 — The increase in net consolidated miscellaneous operating expenses is primarily due to a $30.2 million decrease in gain on sales of property and equipment, as well as the inclusion of the full year expense of $14.4 million in 2024 compared to the partial year expense in 2023 from the results of U.S.

2025 Compared to 2024 — The decrease in net consolidated miscellaneous operating expenses is primarily due to a $30.8 million increase in gain on sales of operating property and equipment, partially offset by increased costs associated with bringing new service centers online within our LTL segment.

Consolidated Other Expenses, net

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Interest expense — Interest expense is comprised of debt and finance lease interest expense, as well as amortization of deferred loan costs.

2024 Compared to 2023 — Consolidated interest expense increased due to an increase in interest rates during 2024 and an increase in the average debt balance.

2025 Compared to 2024 — Consolidated interest expense decreased due to a decrease in average interest rates during 2025, partially offset by an increase in the average debt balance.

Additional details regarding our debt are discussed in Note 13 in Part II, Item 8 of this Annual Report.

Other income, net — Other income, net is primarily comprised of (gains) and losses from our various equity investments, as well as certain other non-operating income and expense items that may arise outside of the normal course of business.

2024 Compared to 2023 — The increase in consolidated other income, net is primarily due to the $36.6 million benefit for the mark-to-market adjustment in 2024 related to certain purchase price obligations associated with the acquisition of U.S.

Xpress, partially offset by a $12.1 million write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024.

See Note 4 in Part II, Item 8, of this Annual Report for more details regarding our purchase price obligations in connection with the U.S.

Xpress Acquistion.

2025 Compared to 2024 — The decrease in consolidated other income, net is primarily due to the $36.6 million benefit for the mark-to-market adjustment in 2024 related to certain purchase price obligations associated with the acquisition of U.S.

Xpress, partially offset by a net gain recorded within our portfolio of investments in 2025.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

See Note 4 in Part II, Item 8, of this Annual Report for more details regarding our purchase price obligations in connection with the U.S.

Xpress Acquisition.

Income tax expense — In addition to the discussion below, Note 11 in Part II, Item 8 of this Annual Report provides further analysis related to income taxes.

2024 Compared to 2023 — The decrease in consolidated income tax expense was primarily due to a reduction in pre-tax earnings in addition to tax benefits from mark-to-market adjustments and decreased state tax expense due to changes in rates.

These were partially offset by a decrease in the release of valuation allowance, reductions in foreign currency benefits, and decreases in stock compensation deductions.

2025 Compared to 2024 — The decrease in consolidated income tax expense was primarily due to a reduction in pre-tax earnings and an increase in tax benefits from foreign currency adjustments, changes in deferred foreign income tax expense, and federal amended income tax returns.

These were partially offset by higher deferred tax expense associated with the merger of certain subsidiaries, and a decrease in tax benefits from the mark-to-market adjustment, less favorable changes in state rates, and lower stock compensation deductions.

As a result, the effective tax rate for 2025 was 31.2% as compared to the 2024 effective tax rate of 22.1%.

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Impairments 2

98,308 19,012

Legal accruals 3

Transaction fees 4

Other acquisition related expenses 5

Severance expense 5

Change in fair value of deferred earnout 6

(859) (3,359)

Loss on investment 7

Write-off of deferred debt issuance costs 8

USX mark to market adjustment 9

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Adjusted for:

Income tax expense (benefit) attributable to Knight-Swift 0.20 0.34

Income tax expense attributable to Knight-Swift 0.18 0.20

Income before income taxes attributable to Knight-Swift 0.59 0.93

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Transaction fees 4

Other acquisition related expenses 5

Severance expense 5

Change in fair value of deferred earnout 6

(0.01) (0.02)

Loss on investment 7

Write-off of deferred debt issuance costs 8

USX mark to market adjustment 9

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2 "Impairments" reflects the non-cash impairments:

• Fourth quarter 2025 impairments reflects the non-cash impairments of goodwill and intangible assets associated with Abilene as a result of the decision to cease its operations and combine it into our Swift business and certain revenue equipment as well as owned and lease real property (within the Truckload Segment).

Third quarter 2025 impairments reflect the non-cash impairments of tradenames associated with the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand (within the LTL segment), as well as certain discontinued software projects (within the Intermodal Segment), and certain real property leases (within the Truckload Segment).

Second quarter 2025 impairments reflects non-cash impairments related to certain real property owned and leased (within the Truckload Segment).

First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment).

• 2024 impairments of building improvements, certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment and All Other Segments).

• 2023 impairments related to certain revenue equipment held for sale (within the Truckload segment) and terminated software projects (recorded within our All Other Segments, specifically related to our third party insurance business).

3 "Legal accruals" are included in "Miscellaneous operating expenses" in the consolidated statements of comprehensive income and reflect the following:

• Fourth quarter and year-to-date 2025 legal expense reflects the net increased estimated exposure for accrued legal matters based on recent settlement agreements.

• Year-to-date 2024 legal expense reflects the increased estimated exposures for accrued legal matters based on recent settlement agreements.

• During the fourth quarter of 2023, the Company recorded estimated exposure for various legal matters.

Additionally, the Company identified a probable loss contingency related to our third-party carrier insurance business included within our All Other segments.

During the second and third quarters of 2023, legal expense reflects the increased estimated exposure for various accrued legal matters based on recent settlement agreements.

First quarter 2023 legal expense reflects a decrease in the estimated exposure related to an accrued legal matter previously identified as probable and estimable in prior periods based on a recent settlement agreement.

4 "Transaction fees" reflects certain legal and professional fees associated with the July 1, 2023 and July 30, 2024 acquisitions of U.S.

Xpress and DHE, respectively.

The transaction fees are primarily included within "Miscellaneous operating expenses" and "Salaries, wages, and benefits" and with smaller amounts included in other line items in the consolidated statements of comprehensive income.

5 "Other acquisition related expenses" represents one-time expenses associated with the U.S.

Xpress Acquisition, including certain severance expenses, including the acceleration of stock compensation expense as well as other operating expenses.

These are primarily included within "Salaries, wages, and benefits" in the consolidated statements of comprehensive income.

4 "Transaction fees" reflects certain legal and professional fees associated with the July 30, 2024 acquisition of DHE.

The transaction fees are primarily included within "Miscellaneous operating expenses."

5 "Severance expense" is included within "Salaries, wages, and benefits" in the consolidated statements of comprehensive income.

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7 "Loss on investment" reflects the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024 and is recorded within the All Other Segments.

8 "Write-off of deferred debt issuance costs" was incurred from replacing the 2021 Debt Agreement and 2023 Debt Agreement with the 2025 Debt Agreement, as well as replacing the 2025 RSA with the 2025 RPA.

9 Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S.

10 For 2025, an adjusted effective tax rate of 26.7% was applied in our Adjusted EPS calculation to exclude certain discrete items.

For 2023, an effective tax rate of 24.3% was applied in our Adjusted EPS calculation.

The change in the effective tax rate was primarily impacted by the change in pre-tax income based on the adjustments presented in Adjusted Net Income Attributable to Knight-Swift.

For 2023, the effective tax rate was normalized to exclude the third quarter 2023 tax benefit from the partial release of the pre-acquisition allowance associated with the U.S.

Xpress net operating loss and tax credit carryforward benefits.

For 2024, an adjusted effective tax rate of 25.4% was applied in our Adjusted EPS calculation to exclude certain discrete items.

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Transaction fees 4

(602) (6,868)

Other acquisition related expenses 5

Severance expense 5

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Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 6.

7 See Non-GAAP Reconciliation:

Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 7 .

Table of Contents Glossary of Terms

23 unchanged sentences

Legal accruals 3

Other acquisition related expenses 4

Severance expense 4

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Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 5.

5 See Non-GAAP Reconciliation:

Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 6.

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Impairments 2

(28,800) (674)

Adjusted Operating Expenses 1,194,355 957,654

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GAAP Presentation (Dollars in thousands)

Total revenue $ 570,001 $ 582,250

Revenue $ 570,294 $ 570,001

Total operating expenses (547,235) (546,689)

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Non-GAAP Presentation

Total revenue $ 570,001 $ 582,250

Intersegment transactions — (4,555)

Revenue, excluding intersegment transactions 570,001 577,695

Revenue $ 570,294 $ 570,001

Total operating expenses 547,235 546,689

Adjusted for:

Intersegment transactions — (4,555)

Amortization of intangibles 1

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GAAP Presentation (Dollars in thousands)

Total revenue $ 387,232 $ 410,549

Revenue $ 364,914 $ 387,232

Total operating expenses (372,554) (396,690)

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Operating ratio 102.1 % 102.4 %

Non-GAAP Presentation

Revenue $ 364,914 $ 387,232

Total operating expenses 372,554 396,690

Adjusted for:

Impairments 1

Adjusted Operating Expenses 370,100 396,690

Adjusted Operating Loss $ (5,186) $ (9,458)

Adjusted Operating Ratio 101.4 % 102.4 %

1 See Non-GAAP Reconciliation:

Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2.

Non-GAAP Reconciliation:

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Cash and cash equivalents, excluding restricted cash $ 220,420

Availability under 2021 Revolver, due September 2026 1

Availability under 2023 RSA, due October 2025 2

Availability under 2025 Revolver, due July 8, 2030 1

Availability under 2025 RPA, due October 2, 2028 2

Total unrestricted liquidity $ 1,097,231

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We additionally had $18.3 million in outstanding letters of credit (discussed below) issued under the 2025 Revolver, leaving $855.7 million available under the 2025 Revolver.

2 Based on eligible receivables at December 31, 2024, our borrowing base for the 2023 RSA was $500.7 million, while outstanding borrowings were $459.2 million, along with $27.2 million in outstanding letters of credit, leaving $14.3 million available under the 2023 RSA.

2 Based on eligible receivables at December 31, 2025, our facility capacity under the 2025 RPA was $499.3 million, while outstanding capital was $478.2 million, leaving $21.1 million available under the 2025 RPA.

3 Restricted cash and restricted investments are primarily held by our captive insurance companies for claims payments.

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There can be no assurance that we will be able to obtain additional debt under our existing financial arrangements to satisfy our ongoing capital requirements.

However, we believe the combination of our expected cash flows, financing available through operating and finance leases, available funds under our 2023 RSA, and availability under the 2021 Revolver will be sufficient to fund our expected capital expenditures for at least the next twelve months.

However, we believe the combination of our expected cash flows, financing available through operating and finance leases, available funds under our 2025 RPA, and availability under the 2025 Revolver will be sufficient to fund our expected capital expenditures for at least the next twelve months.

Refer to Note 16 in Part II, Item 8 of this Annual Report for additional discussion of our short-term and long-term contractual payment obligations related to purchase commitments.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

Principal and Interest Payments — As of December 31, 2024, we had debt, accounts receivable securitization, and finance lease obligations of $2.9 billion, which are discussed under "Material Debt Agreements," below.

Principal and Interest Payments — As of December 31, 2025, we had debt and finance lease obligations of $2.4 billion, which are discussed under "Material Debt Agreements," below.

Certain cash flows from operations are committed to minimum payments of principal and interest on our debt and lease obligations.

Additionally, when our financial position allows, we periodically make voluntary prepayments on our outstanding debt balances.

Prior to the maturity of our 2023 RSA, 2023 Term Loan, 2021 Term Loans, 2021 Revolver, Prudential Notes, revenue equipment installment notes, and other debt, we expect to be contractually obligated to make interest payments of approximately $19.4 million, $27.0 million, $115.7 million, $7.0 million, $0.7 million, $11.1 million and $1.4 million, respectively.

Refer to Notes 12 and 13 in Part II, Item 8 of this Annual Report for additional discussion of the principal payment obligations related to the 2023 RSA, 2023 Term Loan, and 2021 Debt Agreement.

Prior to the maturity of our 2025 Term Loans, 2025 Revolver, Prudential Notes, revenue equipment installment notes, and other debt, we expect to be contractually obligated to make interest payments of approximately $189.5 million, $154.8 million, $0.3 million, $4.4 million and $1.0 million, respectively.

Refer to Notes 12 and 13 in Part II, Item 8 of this Annual Report for additional discussion of the principal payment obligations related to the 2025 Debt Agreement.

Refer to Note 14 in Part II, Item 8 of this Annual Report for additional discussion on our contractual principal and interest payment obligations for finance leases.

Letters of Credit — Pursuant to the terms of the 2021 Debt Agreement and the 2023 RSA, our lenders may issue standby letters of credit on our behalf.

When we have certain letters of credit outstanding, the availability under the 2021 Revolver or 2023 RSA is reduced accordingly.

As of December 31, 2024, we also had outstanding letters of credit of $246.0 million pursuant to a bilateral agreement which does not impact the availability of the 2021 Revolver and 2023 RSA.

Letters of Credit — Our lenders may issue standby letters of credit on our behalf, certain of which reduce availability under our revolving line of credit.

As of December 31, 2025, we also had outstanding letters of credit of $191.1 million pursuant to a bilateral agreement which does not impact the availability of the 2025 Revolver.

Standby letters of credit are typically issued for the benefit of regulatory authorities, insurance companies and state departments of insurance for the purpose of satisfying certain collateral requirements, primarily related to our automobile, workers' compensation, and general insurance liabilities.

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We had a working capital deficit of $143.7 million as of December 31, 2025 and a working capital deficit of $258.0 million as of December 31, 2024.

The $141.7 million increase in the deficit was primarily due to the current classification of the 2023 RSA, which matures October 2025.

The working capital deficit as of December 31, 2025 was primarily due to the reduction in our trade receivables due to their sale as part of the 2025 RPA.

1 Refer to "Non-GAAP Financial Measures."

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• $698.1 million:

2021 Term Loan A-2, due September 2026, net of $0.9 million in deferred loan costs

• $779.4 million:

2021 Term Loan A-3, due September 2026, net of $0.6 million in deferred loan costs

• $249.5 million:

2023 Term Loan, due September 2026, net of $0.5 million in deferred loan costs

2025 Term Loan A-1, due July 2030, net of $1.9 million in deferred loan costs

• $299.4 million:

2023 RSA outstanding borrowings, net of $0.2 million in deferred loan costs

2025 Term Loan A-2, due January 2027, net of $0.6 million in deferred loan costs

• $606.2 million:

1 unchanged sentence

• $626.0 million:

2021 Revolver, due September 2026

2025 Revolver, due July 2030

• $106.6 million:

1 unchanged sentence

• $13.9 million:

Other, net of approximately $10,000 in deferred loan costs

As of December 31, 2024, we had $2.9 billion in material debt obligations at the following carrying values:

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Net cash used in investing activities (520,394) (759,122) 238,728

Net cash (used in) provided by financing activities (139,397) 150,690 (290,087)

Net cash used in financing activities (807,743) (139,397) (668,346)

Net Cash Provided by Operating Activities

2024 Compared to 2023 — The $362.6 million decrease in net cash provided by operating activities was primarily due to a $94.8 million decrease in operating income, a $161.1 million cash payment for a commutation agreement to transfer certain outstanding insurance reserves to a third party, a $77.1 million decrease in change in trade receivables, and a $56.3 million increase in cash paid for interest.

These were partially offset by a $30.4 million decrease in cash paid for taxes and various changes in working capital.

2025 Compared to 2024 — The $467.6 million increase in net cash provided by operating activities was primarily due to $478.2 million in sales proceeds funded under the 2025 RPA and a $13.1 million decrease in cash paid for interest partially offset by a $40.4 million increase in cash paid for taxes and various changes in working capital.

Factors affecting the increase in operating income are discussed in "Results of Operations — Consolidated Operating and Other Expenses."

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2025 Compared to 2024 — The $238.7 million decrease in net cash used in investing activities was primarily due to a $185.5 million decrease in net cash invested in acquisitions and a $61.8 million decrease in net cash capital expenditures.

Net Cash Used in Financing Activities

2025 Compared to 2024 — Net cash used in financing activities increased by $668.3 million, primarily due to a $497.3 million increase in net repayments on our finance leases and long-term debt, a $391.4 million increase in net repayments on our our accounts receivable securitization programs primarily as a result of the $478.2 million repayment of the 2025 RSA from entering into the 2025 RPA, and a $13.3 million increase in our dividends paid.

These were partially offset by a $229.0 million increase in net borrowings on our 2021 Revolver and 2025 Revolver.

Table of Contents Glossary of Terms

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

Net Cash (Used in) Provided by Financing Activities

2024 Compared to 2023 — Net cash used in financing activities increased by $290.1 million, primarily due to a $175.8 million increase in net repayments on our 2023 RSA, a $154.9 million increase in repayments on finance leases and long-term debt, and a $100.0 million decrease in proceeds from long-term debt.

These were offset by a $86.0 million increase in net borrowings on our 2021 Revolver.

Most of our operating expenses are inflation-sensitive, with inflation generally leading to increased costs of operations.

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Knight-Swift evaluated its goodwill associated with the 2017 Merger and various acquisitions as of June 30, 2025 and 2024.

The evaluations were completed using fair value measurement guidance prescribed in ASC 350,

The evaluations were completed using fair value measurement guidance prescribed in ASC 350, Intangibles – Goodwill and Other.

The fair value of the goodwill was established using an equal weighting of both the income and market approaches.

In evaluating this quantitative analysis, the Company determined that it was more likely than not that fair value exceeded carrying value for the Company's reporting units as of June 30, 2025 and 2024.

Separate and apart from the Company's annual test of goodwill, the Company's decision to cease the operations of Abilene and combine it into its Swift business was identified as a potential indicator of impairment.

Upon further analysis, the Company determined that as result of this decision the fair value of goodwill associated

Table of Contents Glossary of Terms

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

Intangibles – Goodwill and Other.

The fair value of the goodwill was established using an equal weighting of both the income and market approaches.

The test of indefinite-lived intangible assets consists of a comparison of the estimated fair value of certain trade names to their carrying values.

with Abilene would be zero.

As a result, the Company recorded a non-cash impairment of $27.4 million related to Abilene's goodwill.

The test of inde finite-lived intangible assets consists of a comparison of the estimated fair value of certain trade names to their carrying values.

The determination of the fair value of the trade names requires management to make significant estimates and assumptions related to forecasts of future revenues, discount rates, and royalty rates.

Changes in these assumptions could materially affect the determination of the fair value of the trade names, the amount of any trade names impairment charge, or both.

M anagement evaluated trade names for impairment as of June 30, 2024 and 2023 noting that the fair value exceeded carrying value for the trade name.

Management evaluated trade names for impairment as of June 30, 2025 and 2024 noting that the fair value exceeded carrying value for the trade name.

Separate and apart from the Company's annual test of indefinite-lived intangible assets, the Company determined that the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand, and the decision to cease operations of the Abilene brand were indicators of impairment.

Upon further analysis, the Company determined that as result of these decisions the fair value of the MME, DHE, and Abilene tradenames would be zero.

As a result the Company recorded non-cash impairments of $33.5 million to the tradenames associated with these brands.

Refer to Note 8, in Part II, Item 8 of this Annual Report for discussion about the changes in the goodwill and indefinite-lived intangible asset balances.

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Fair Value of Contingent Consideration — Management performs assessments in determining the fair value of contingent consideration arrangements associated with certain acquisitions and which based on the acquired businesses achieving certain thresholds related to performance.

The fair values of these contingent consideration arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates.

For each transaction, we estimate the fair value of contingent earnout payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability on the consolidated balance sheets.

The fair values of these contingent consideration arrangements are included as part of the purchase price of the acquired companies on their respective acquisition

Table of Contents Glossary of Terms

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

The fair values of certain earnout arrangements are estimated by discounting the expected future contingent payments to present value using a variation of the income approach, specifically using a Monte Carlo Simulation approach.

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The estimates are revised periodically, based on the probability and timing of achieving the required performance targets, and adjustments are made as appropriate.

There is also some judgement involved with estimating expected forfeiture rates as we have opted to net the benefit of expected forfeitures against our stock-based compensation expense.

There is also some judgment involved with estimating expected forfeiture rates as we have opted to net the benefit of expected forfeitures against our stock-based compensation expense.

Refer to Note 19, in Part II, Item 8 of this Annual Report for discussion about the assumptions related to these awards and the impact on our results for 2025 and 2024.

Legal Settlements and Reserves — See Note 17 in Part II Item 8 of this Annual Report.

Recently Issued Accounting Pronouncements

See Note 3 in Part II, Item 8 of this Annual Report, which is incorporated herein by reference, for recently issued accounting pronouncements that could have an impact on our consolidated financial statements.

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

Recently Issued Accounting Pronouncements

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-K

Item 7. Management’s Discussion and Analysis