What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-20 · 415 added, 295 removed, 1528 unchanged (32% of the section changed)

19 unchanged sentences

Note 8 Goodwill and Other Intangible Assets

Note 9 Accrued Payroll and Purchased Transportation and Accrued Liabilities

Note 9 Accrued Payroll and Purchased Transportation

Note 10 Claims Accruals

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We have audited the accompanying consolidated balance sheets of Knight-Swift Transportation Holdings Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 19, 2026 and expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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Xpress auto liability claims accrual

As described further in footnote 10 to the financial statements, the Company is self-insured for a portion of its risk related to auto liability claims.

As described further in Note 10 to the financial statements, the Company is self-insured for a portion of its risk related to auto liability claims.

The Company accrues for the cost of the uninsured portion of pending claims by evaluating the nature and severity of individual claims and by estimating future claims development based upon historical development trends.

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Cash and cash equivalents – restricted 82,381 147,684

Restricted investments, held-to-maturity, amortized cost — 530

Trade receivables, net of allowance for doubtful accounts of $ 30,647 and $ 37,797 , respectively

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Finance lease liabilities and long-term debt – current portion

194,406 288,428

Operating lease liabilities – current portion 127,538 120,715

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Operating lease liabilities – less current portion 207,788 274,549

Accounts receivable securitization — 526,508

Claims accruals – less current portion 359,546 335,880

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Interest expense ( 161,795 ) ( 171,158 ) ( 127,100 )

Other income (expense), net 60,260 37,659 ( 25,958 )

Other income, net 30,145 60,260 37,659

Total other expenses, net ( 120,740 ) ( 94,342 ) ( 67,864 )

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Net income attributable to Knight-Swift $ 65,946 $ 117,626 $ 217,149

Other comprehensive income (loss) 388 1,606 ( 1,873 )

Other comprehensive (loss) income ( 274 ) 388 1,606

Comprehensive income $ 65,672 $ 118,014 $ 218,755

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Common stock issued to the Board 18 — 977 977 977

Xpress assumed equity awards 1,462 1,462 1,462

Common stock issued under ESPP 79 1 4,067 4,068 4,068

Company shares repurchased ( 6,001 ) ( 60 ) ( 299,881 ) ( 299,941 ) ( 299,941 )

Shares withheld – RSU settlement ( 19,932 ) ( 19,932 ) ( 19,932 )

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Net income 217,149 217,149 ( 1,628 ) 215,521

Other comprehensive loss ( 1,873 ) ( 1,873 ) ( 1,873 )

Other comprehensive income 1,606 1,606 1,606

Investment in noncontrolling interest 8,281 8,281

Distribution to noncontrolling interest ( 239 ) ( 239 )

Balances – December 31, 2023 161,385 $ 1,613 $ 4,426,852 $ 2,659,755 $ ( 830 ) $ 7,087,390 $ 16,691 $ 7,104,081

1 unchanged sentence

Common stock issued to the Board 24 — 1,206 1,206 1,206

Xpress assumed equity awards 1,462 1,462 1,462

Common stock issued under ESPP 80 2 4,116 4,118 4,118

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Net income 65,946 65,946 ( 392 ) 65,554

Other comprehensive income 388 388 388

Other comprehensive loss ( 274 ) ( 274 ) ( 274 )

Investment in noncontrolling interest 2,366 2,366

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Consolidated Statements of Cash Flows

2024 2023 (recast) 2022 (recast)

2025 2024 2023

(In thousands)

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Non-cash lease expense 163,585 171,849 121,831

Loss (gain) on equity securities 11,554 ( 2,096 ) 52,274

(Gain) loss on equity securities ( 910 ) 11,554 ( 2,096 )

Other adjustments to reconcile net income to net cash provided by operating activities 35,456 ( 21,842 ) 62,005

1 unchanged sentence

Trade receivables

486,286 78,005 155,100

Income tax receivable

( 8,635 ) 28,555 ( 6,841 )

Accounts payable ( 130,288 ) 14,818 12,628

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Net cash, restricted cash, and equivalents invested in acquisitions — ( 185,491 ) ( 458,288 )

Acquisition of leased assets ( 10,425 ) — —

Other cash flows (used in) provided by investing activities ( 5,484 ) ( 8,496 ) 6,490

8 unchanged sentences

Proceeds from common stock issued 5,441 5,328 5,208

Repurchases of the Company's common stock — — ( 299,941 )

Dividends paid ( 117,435 ) ( 104,153 ) ( 91,149 )

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Noncontrolling interest associated with acquisitions — — 5,178

Purchase price adjustment on acquisition — — 2,164

Contingent consideration associated with acquisitions and investments — — 174,107

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Recently Adopted Accounting Pronouncements

Segment Reporting (ASC 280) — Improvements to Reportable Segment Disclosures

Summary of the Standard — The amendments in this ASU update reportable segment disclosure requirements by requiring that an entity disclose significant segment expenses, disclose other segment items by reportable segments, provide annual disclosures about a reportable segment's profit and loss, the titles and positions of the CODMs, and other items.

Current Period Impact of Adoption — In accordance with ASU 2023-07 the Company has expanded its segment disclosures to provide greater transparency into segment-level performance.

Refer to Note 2 and Note 23 for updated segment disclosures.

There were various other ASUs that became effective during 2024 which did not have a material impact on the Company's results of operations, financial position, cash flows, or disclosures.

Income Taxes (Topic 740) — Improvements to Income Tax Disclosure

Summary of the Standard — The amendments in the ASU update disclosure requirements related to income taxes including disclosures related to the rate reconciliation, income taxes paid, and other items.

Current Period Impact of Adoption — In accordance with ASU 2023-09 the Company has expanded its income tax disclosures, on a prospective basis, to provide more description into the components of the Company's effective tax rate, income taxes paid, and other items.

Refer to Note 2 and Note 11 for updated disclosures about the Company's treatment of income taxes.

Note 2 — Summary of Significant Accounting Policies

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• valuation of financial instruments.

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Segments — The Company uses the "management approach" to determine its reportable segments, as well as to determine the basis of reporting the operating segment information.

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Operating income should not be viewed as a substitute for GAAP net income.

Management believes the presentation of operating income enhances the understanding of the Company's performance by highlighting the results of operations and the underlying profitability drivers of the business segments.

Management believes the presentation of operating income enhances the understanding of the Company's performance by highlighting the

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results of operations and the underlying profitability drivers of the business segments.

Operating income is defined as "Total revenue" less "Total operating expenses."

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Cash balances with institutions may be in excess of Federal Deposit Insurance Corporation ("FDIC") limits or may be invested in sweep accounts that are not insured by the institution, the FDIC, or any other government agency.

Restricted Cash and Equivalents — The Company's wholly-owned captive insurance companies, Red Rock and Mohave, maintain certain operating bank accounts, working trust accounts, and investment accounts.

Restricted Cash and Equivalents — The Company's wholly-owned captive insurance companies maintain certain operating bank accounts, working trust accounts, and investment accounts.

The cash and cash equivalents within these accounts are restricted by insurance regulations to fund the insurance claim losses to be paid by the captive insurance companies, and therefore, are classified as "Cash and cash equivalents – restricted" and included within "Other long-term assets" in the consolidated balance sheets.

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Depreciation of property and equipment is calculated on a straight-line basis down to the salvage value, as applicable, over the following estimated useful lives:

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Range (in years)

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Factors affecting estimated useful lives of property and equipment may include estimating loss, damage, obsolescence, and Company policies around maintenance and asset replacement.

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Management evaluates its property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment .

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An impairment is recorded for any excess of the carrying amount over the estimated fair value, which is generally determined using discounted future cash flows.

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Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals.

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As a result, we do not expect this business to have a material impact to our results moving forward.

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Self-insurance results from buying insurance coverage that applies in excess of a retained portion of risk for each respective line of coverage.

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Each individual real estate and other lease is accounted for at the individual asset level.

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• Nonlease Components — Management has elected to combine its nonlease components (such as fixed charges for common area maintenance, real estate taxes, utilities, and insurance) with lease components for each class of underlying asset, as applicable, as the nonlease components in the Company’s lease contracts typically are not material.

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To a lesser extent, certain short-term leases for revenue equipment, technology, and other assets are affected.

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• Discount Rate — The Company uses the rate implicit in the lease, when readily determinable, which is generally related to the Company's finance leases.

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The Company's delivery, accessorial, and dedicated operations truck capacity in its dedicated operations represent a bundle of services that are highly interdependent and have the same pattern of transfer to the customer.

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These services are not capable of being distinct from one another.

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transportation services.

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Revenue Recognition — The performance obligation of providing transportation services is satisfied over time.

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Losses from lease defaults are recognized as offsets to revenue.

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Stock-based Compensation — The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation – Stock Compensation.

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The Company calculates the number of awards expected to vest as awards granted, less expected forfeitures over the life of the award (estimated at grant date).

All awards require future service and thus forfeitures are estimated based on historical forfeitures and the remaining term until the related award vests.

All awards require future service and thus forfeitures are estimated based on historical

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forfeitures and the remaining term until the related award vests.

Performance-based awards vest contingent upon meeting certain performance criteria established by the Company's compensation committee.

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If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount of the tax benefit that, in management's judgment, is greater than 50 % likely to be realized.

The Company records expected incurred interest and penalties related to unrecognized tax positions in "Income tax expense" in the consolidated statements of comprehensive

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The Company records expected incurred interest and penalties related to unrecognized tax positions in "Income tax expense" in the consolidated statements of comprehensive income.

To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.

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See Note 11 for additional disclosures regarding the Company's income taxes.

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Note 3 — Recently Issued Accounting Pronouncements

Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact

November 2024 ASU 2024-04:

Debt—Debt with Conversion and Other Options (Subtopic 470-20)

The amendments in this ASU aim to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20.

The amendments clarify when and how companies should recognize expenses related to incentives offered to investors to convert their convertible debt or preferred stock into common stock earlier than they otherwise would.

January 2025 Currently under evaluation, but not expected to be material

January 2025 ASU 2025-01:

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses The amendments in this ASU clarified that ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

January 2027, Prospective adoption Currently under evaluation, but not expected to be material

May 2025 ASU 2025-03:

Business Combinations and Consolidation:

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity The amendments in this ASU require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer.

January 2027, Prospective adoption Currently under evaluation, but not expected to be material

July 2025 ASU 2025-05:

Financial Instruments - Credit Losses (Topic 326) The amendments in this ASU create a practical expedient for use when estimating expected credit losses for current accounts receivable and current contract assets that allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

January 2026, Prospective Currently under evaluation, but not expected to be material

September 2025 ASU 2025-06:

Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted improvements to the Accounting for Internal-Use Software The amendments in this ASU remove all references to prescriptive and sequential software development stages throughout Subtopic 350-40.

Therefore an entity is required to start capitalizing software costs when management has authorized and committed funding to the software project and it is probable that the project will be completed and the software will be used to perform the function intended.

January 2028, Prospective or retrospective adoption Currently under evaluation, but not expected to be material

November 2024 ASU 2024-03:

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3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively;

4) disclose the total amount of selling expenses and, in annual reporting periods, and entity's definition of "selling expenses."

January 2026, Prospective adoption Currently under evaluation, but not expected to be material

4) disclose the total amount of selling expenses and, in annual reporting periods, and entity's definition of "selling expenses." January 2026, Prospective adoption Currently under evaluation, but not expected to be material

November 2024 ASU 2024-04:

Debt—Debt with Conversion and Other Options (Subtopic 470-20)

The amendments in this ASU aim to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20.

January 2025 1

No material impact

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Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact

March 2024 ASU No.

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January 2025, Prospective or retrospective 1

Currently under evaluation, but not expected to be material

No material impact

Compensation - Stock Compensation (Topic 718)

1 unchanged sentence

January 2025, Prospective or retrospective 1

Currently under evaluation, but not expected to be material

December 2023 ASU 2023-09:

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

The amendments in the ASU update disclosure requirements related to income taxes including disclosures related to the rate reconciliation, income taxes paid, and other items.

January 2025, Prospective or retrospective Currently under evaluation, but not expected to be material

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Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact

November 2023 ASU 2023-07:

Segment Reporting (ASC 280) — Improvements to Reportable Segment Disclosures 1

The amendments in this ASU update reportable segment disclosure requirements by requiring that an entity disclose significant segment expenses, disclose other segment items by reportable segments, provide annual disclosures about a reportable segment's profit and loss, the title of the chief operating decision maker, and other items.

No material impact

June 2022 ASU No.

Fair Value Measurements (ASC 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions 1

The amendments in this ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security, and not considered in measuring fair value.

January 2024, Prospective No material impact

1 Adopted during the first quarter of 2025.

Since management is continuing to evaluate the impacts of several of the above standards, disclosures around these preliminary assessments are subject to change.

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Note 4 — Acquisitions

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Purchase Price Allocation

The purchase price allocation for DHE is preliminary and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, and among other things may be pending the completion of the valuation of acquired tangible assets, an independent valuation of certain acquired intangible assets, assessment of lease agreements, assessment of certain liabilities, and assessment of other tax related items as applicable.

As the Company obtains more information, the preliminary purchase price allocation disclosed below is subject to change.

Any future adjustments to the preliminary purchase price allocation, including changes within identifiable intangible assets or estimation uncertainty impacted by market conditions, may impact future net earnings.

The purchase price allocation adjustments can be made through the end of the measurement period, which is not to exceed one year from the acquisition date.

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July 30, 2024 Opening Balance Sheet as Reported at September 30, 2024 Adjustments July 30, 2024 Opening Balance Sheet as Reported at December 31, 2024

The purchase price allocation was allocated based on fair values of the assets and liabilities acquired as of the acquisition date.

The purchase price allocation was open for adjustments through the end of the measurement period, which closed one year from the July 30, 2024 acquisition date.

July 30, 2024 Opening Balance Sheet as Reported at December 31, 2024 Adjustments July 30, 2024 Opening Balance Sheet as Reported at December 31, 2025

Fair value of the consideration transferred $ 184,986 $ — $ 184,986

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Goodwill $ 83,199 $ ( 1,000 ) $ 82,199

1 Includes $ 57.9 million in customer relationships and $ 15.5 million in trade names.

1 I ncludes $ 57.9 million in customer relationships and $ 15.5 million in trade names.

Refer to Note 8 for information regarding the impairment of the DHE tradename.

In 2024, the Company acquired the remaining 20.56 % non-controlling interest of Eleos.

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Xpress into HoldCo for approximately 10% interest in HoldCo.

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The total purchase price consideration of $ 630.0 million consisted of $ 454.4 million in cash, including approximately $ 139.8 million in debt payoffs, and $ 1.5 million in assumed equity related to the revaluation of equity awards.

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The total mark-to-market adjustment totaled $ 36.6 million and is recorded in "Other income (expense), net" in the Company's consolidated statement of comprehensive income.

As of December 31, 2024, the mandatorily redeemable Class A contingent obligation totaling $ 132.3 million and the Class B contingent consideration obligation totaling $ 5.2 million are both included in "Other long-term liabilities" in the Company's consolidated balance sheet.

As of December 31, 2023, the $ 134.1 million in mandatorily redeemable Class A membership interests is included in "Accrued liabilities" in the Company's consolidated balance sheets and the $ 40.0 million in mandatory purchase of Class B membership interest is included in "Other long-term liabilities" in the Company's consolidated balance sheet.

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During 2025, the Company did not recognize mark-to-market adjustments related to the Class A and Class B purchase price obligations.

As of December 31, 2025 and December 31, 2024, the mandatorily redeemable Class A contingent obligation totaling $ 132.3 million and the Class B contingent consideration obligation totaling $ 5.2 million are both included in "Other long-term liabilities" in the Company's consolidated balance sheet.

Refer to Note 21 for information regarding the Company's assessment of the fair value of the Class A and Class B purchase price obligations.

The purchase of the equity interests of U.S.

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During 2023, the Company's consolidated operating results included U.S.

Xpress' total revenue of $ 1.6 billion and a net loss of $ 46.6 million.

Xpress' net loss during 2024 included $ 9.2 million related to the amortization of intangible assets acquired in the U.S.

Xpress Acquisition.

During 2023, the Company's consolidated operating results included U.S.

Xpress' total revenue of $ 916.2 million and a net loss of $ 11.7 million.

4 unchanged sentences

The goodwill is not expected to be deductible for tax purposes.

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Purchase Price Allocation

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1 Includes $ 184.5 million in customer relationships and $ 163.5 million in trade names.

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Pro Forma Information — The following unaudited pro forma information combines the historical operations of the Company and U.S.

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Earnings per share – diluted 0.89

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The unaudited pro forma condensed combined financial information has been presented for comparative purposes only and includes certain adjustments such as recognition of assets acquired at estimated fair values and related depreciation and amortization, elimination of transaction costs incurred by Knight-Swift and U.S.

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The Company did not complete any other material acquisitions during 2025 and 2024.

Refer to Note 8 for more information about the Company's goodwill and intangible assets and Note 21 for information about the Company's determination of fair values and impairments.

Note 5 — Equity Investments

Transportation Resource Partners

Since 2003, the Company has entered into partnership agreements with entities that make privately-negotiated equity investments, includin g TRP Capital Partners, LP ("TRP IV"), TRP Capital Partners V, LP ("TRP V"), TRP CoInvest Partners, (QLS) I, LP ("TRP IV Coinvestment QLS"), TRP Coinvest Partners, FFR I, LP ("TRP IV Coinvestment FFR"), and TRP Coinvest Partners V (PW) I, LP ("TRP V Coinvest"), and TRP Capital Partners VI, LP ("TRP VI").

Since 2003, the Company has entered into partnership agreements with entities that make privately-negotiated equity investments, includin g TRP Capital Partners, LP ("TRP IV"), TRP Capital Partners V, LP ("TRP V"), TRP CoInvest Partners, (QLS) I, LP ("TRP IV Coinvestment QLS"), TRP Coinvest Partners, FFR I, LP ("TRP IV Coinvestment FFR"), TRP Coinvest Partners V (PW) I, LP ("TRP V Coinvest"), and TRP Capital Partners VI, LP ("TRP VI").

In these a greements, the Company committed to invest in return for an ownership percentage.

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(Dollars in thousands)

TRP IV – equity investment 3

4.2 % $ 116,065 $ 4,900 $ —

TRP V - equity method investment 2 3

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15.1 % $ 265,310 $ 40,000 $ 26,618

1 The Company's share of the results is included within "Other income (expenses), net" in the consolidated statements of comprehensive income.

2 The TRP IV Coinvestments, TRP V, TRP V Coinvest, and TRP VI are unconsolidated majority interests.

1 The Company's share of the results is included within "Other income, net" in the consolidated statements of comprehensive income.

2 The TRP V, TRP V Coinvest, and TRP VI are unconsolidated majority interests.

Management considered the criteria set forth in ASC 323, Investments – Equity Method and Joint Ventures , to establish the appropriate accounting treatment for these investments.

This guidance requires the use of the equity method for recording investments

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in limited partnerships where the "so minor" interest is not met.

This guidance requires the use of the equity method for recording investments in limited partnerships where the "so minor" interest is not met.

As such, the investments are being accounted for under the equity method.

Knight's ownership interest reflects its ultimate ownership of the portfolio companies underlying the TRP V, TRP V Coninvest, and TRP VI legal entities.

3 In accordance with ASC 321, Investments – Equity Securities , these investments are recorded at cost minus impairment.

3 Management anticipates that the following amounts will be due:

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$ 7.3 million in 2026, $ 14.1 million from 2027 through 2028, $ 2.2 million from 2029 through 2030, and $ 3.0 million thereafter.

During the second quarter of 2021, the Company invested $ 25.0 million in Embark in exchange for a convertible note.

The terms of the agreement provided that the amount outstanding on the convertible note would be automatically converted into a number of shares of Embark's common stock upon either the closing of a qualified financing or upon a public event, subject to discounted conversion pricing per share based on a valuation of Embark.

In November 2021, Embark and Northern Genesis Acquisition Corp II, a publicly-traded special purpose acquisition company, completed a business combination agreement entered into on June 22, 2021, resulting in Embark becoming a publicly-traded company.

In association with this transaction, the Company's convertible note automatically converted into a number of shares of Embark's common stock as outlined above.

Further, the Company acquired an additional $ 25.0 million in Embark's common stock pursuant to a common stock subscription agreement between the Company and Embark.

As of December 31, 2022, the fair value of the combined investment in Embark was $ 1.0 million.

This resulted in a net unrealized loss of $ 53.4 million recognized during 2022, within "Operating income, net" in the consolidated statements of comprehensive income.

During 2023, Embark was acquired in an all-cash transaction with former shareholders receiving the proceeds.

This resulted in a net realized loss of $ 0.1 million for 2023 and a full liquidation of the Embark investment.

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Other Equity Investments

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During the year ended December 31, 2024, the Company recognized a $ 12.1 million realized loss on a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024, which is recorded in "Other income (expense), net" in the consolidated statements of comprehensive income.

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Net Investment Balances

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1 In accordance with ASC 323, Investments – Equity Method and Joint Ventures, the net investment balance includes accretion of amortization of certain definite-lived intangibles.

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Note 6 — Trade Receivables, net

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1 Represents allowance for doubtful trade accounts receivable assumed in 2023 from the Company's acquisitions.

Represents measurement period adjustment during 2022 related to the MME acquisition.

See Note 4 for further details regarding these acquisitions.

See Note 12 for a discussion of the Company's accounts receivable securitization program and the related accounting treatment.

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Note 7 — Assets Held for Sale

1 unchanged sentence

Revenue equipment held for sale totaled $ 54.9 million and $ 73.3 million as of December 31, 2025 and 2024, respectively.

Land and facilities held for sale totaled $ 9.7 million as of December 31, 2024.

The Company had no land and facilities held for sale as of December 31, 2023.

Net gains on disposals, including disposals of property and equipment classified as assets held for sale, reported in "Miscellaneous operating expenses" in the consolidated statements of comprehensive income were $ 34.4 million during 2024, $ 64.7 million during 2023, and $ 92.9 million during 2022.

Land and facilities held for sale totaled $ 18.1 million and $ 9.7 million as of December 31, 2025 and 2024, respectively.

Net gains on disposals, including disposals of property and equipment classified as assets held for sale in 2025 were:

• $ 65.2 million related to operating assets and reported in "Miscellaneous operating expenses" in the consolidated statements of comprehensive income, and

• $ 6.2 million related to non-operating assets and reported in "Other income, net" in the consolidated statements of comprehensive income.

During 2025, the Company incurred impairment losses of $ 0.4 million primarily related to certain tractors and trailers as a result of a softer used equipment market.

During 2024, t he Company incurred impairment losses of $ 12.4 million primarily related to certain tractors and trailers as a result of a softer used equipment market.

During 2022 , the Company did not recognize impairment losses related to assets held for sale.

During 2023 , the Company incurred impairment losses of $$ 0.5 million primarily related to certain tractors and trailers as a result of a softer used equipment market.

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Note 8 — Goodwill and Other Intangible Assets

3 unchanged sentences

Goodwill balance at beginning of period $ 3,962,142 $ 3,848,798 $ 3,519,339

Goodwill Impairment 1

( 27,401 ) — —

Acquisition and measurement period adjustments 2

1 unchanged sentence

Goodwill balance at end of period $ 3,934,741 $ 3,962,142 $ 3,848,798

1 During fourth quarter of 2025, the Company decided to cease the operations of its Abilene truckload brand and combine certain operating assets into the Swift truckload business.

As a result of the decision, the Company recognized a non-cash impairment charge of $27.4 million related to goodwill.

2 The goodwill associated with the U.S.

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The goodwill associated with the MME and DHE acquisitions was allocated to the LTL segment.

The goodwill associated with the Eleos and other acquisitions were allocated to the All Other Segments.

See Note 4 regarding the amount attributed to adjustments to the opening balance sheets.

The following presents the components of goodwill by reportable segment as of December 31, 2025 and 2024:

Net Carrying Amount 1

Carrying Amount

(In thousands)

Truckload $ 2,954,882 $ 2,929,116

$ 2,927,481 $ 2,954,882

LTL 630,521 630,521

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Goodwill $ 3,934,741 $ 3,962,142

1 The net carrying amount and gross carrying amount are equal since there are no accumulated impairment losses.

There were no impairments identified during annual goodwill impairment testing in 2024, 2023, or 2022.

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1 The reduction in goodwill within the Truckload segment is due to the impairment discussed above.

Apart from the Abilene goodwill impairment noted above, there were no impairments identified during annual goodwill impairment testing in 2025, 2024, or 2023.

Other Intangible Assets

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Accumulated amortization 2

( 481,410 ) ( 411,400 )

Definite-lived intangible assets, net 985,289 1,073,134

1 unchanged sentence

Gross carrying amount 3

950,410 983,910

Intangible assets, net $ 1,935,699 $ 2,057,044

4 unchanged sentences

The Company's customer relationship intangible assets related to the 2017 Merger are being amortized over a weighted average amortization period of 19.9 years.

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2 The Company's decision to cease the operations of its Abilene truckload brand also resulted in the recognition of non-cash impairment charges of $ 10.9 million related to customer relationships and the associated accumulated amortization.

3 During the third quarter of 2025, the Company decided to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand.

As a result of the AAA Copper rebrand and the decision to cease the operations of the Abilene truckload brand, the Company recognized non-cash impairment charges $ 33.5 million related to trade names.

The following table presents amortization of intangible assets related to the 2017 Merger and various acquisitions:

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See Note 2 for accounting policies regarding goodwill and other intangible assets.

Note 9 — Accrued Payroll and Purchased Transportation and Accrued Liabilities

Note 9 — Accrued Payroll and Purchased Transportation

The following table presents the composition of accrued payroll and purchased transportation:

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Eligible employees must be at least 18 years of age, have completed ninety days of service, and belong to an Eligible Class of Employees (as defined in the 401(k) Plan) with the Company in order to participate in the 401(k) Plan.

The Employer may (as defined in the 401(k) Plan) make discretionary matching contributions to the 401(k) Plan.

Employees earn vested interests in their employer contribution accounts over a period of five years based upon their years of service.

The Employer may make discretionary matching contributions to the 401(k) Plan.

The Company's employee benefits expense for matching contributions related to the 401(k) plans was approximately $ 22.9 million, $ 31.5 million, and $ 31.3 million in 2025, 2024, and 2023, respectively.

This expense was included in "Salaries, wages, and benefits" in the consolidated statements of comprehensive income.

As of December 31, 2024 and 2023, the

As of December 31, 2025 and 2024, the balance above in accrued payroll included $ 25.9 million and $ 39.2 million, respectively, in matching contributions for the 401(k) plans.

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balance above in accrued payroll included $ 39.2 million and $ 36.2 million, respectively, in matching contributions for the 401(k) plans.

The following table presents the composition of accrued liabilities:

(In thousands)

Mandatorily redeemable contingent consideration 1

$ — $ 134,107

Other 64,100 86,243

Accrued liabilities $ 64,100 $ 220,350

1 As of December 31, 2024, the mandatorily redeemable contingent consideration is included in "Other long-term liabilities" in the Company's consolidated balance sheet.

Refer to Note 4 for further information regarding the contingent consideration related to the U.S.

Xpress Acquisition.

Note 10 — Claims Accruals

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Third-party Carrier Insurance

In 2020, the Company assumed premiums under a reinsurance agreement covering auto liability, including non-trucking auto liability, cargo and general liability coverages for individual members of an independent carrier safety association.

The per occurrence limits assumed were $ 1.0 million per occurrence for auto liability claims, $ 1.0 million per occurrence for general liability claims, and $ 0.3 million per occurrence for cargo liability claims.

In 2022, the Company began assuming premiums under a reinsurance agreement covering automotive and physical damage with limits of $ 1.0 million per occurrence.

Based on results of operations of this business, including the continued unfavorable development of insurance reserves, the Company decided to initiate exiting this business during the fourth quarter of 2023 and ceased all third-party insurance operations and canceled any remaining policies as of March 31, 2024.

As a result, we do not expect this business to have a material impact to our results moving forward.

During 2024, the Company finalized the terms for transactions with the insurer under the third-party reinsurance agreement covering auto liability associated with the Company's third-party carrier insurance business.

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A second agreement finalized on December 28, 2024, effectively transferred the remaining $ 77.2 million in third-party auto liability insurance claim liabilities to the insurer for the policy period of April 1, 2023 through March 31, 2024.

The transfer of these liabilities will be funded by conveying to the insurer the corresponding restricted cash held in trust for payment of the third-party insurance claims in installments from December 30, 2024 through October 1, 2025.

The transfer of these liabilities was funded by conveying to the insurer the corresponding restricted cash held in trust for payment of the third-party insurance claims in installments from December 30, 2024 through October 1, 2025.

The Company remains responsible for potential additional premiums and aggregate reinsurance amounts above agreed loss development thresholds depending upon the ultimate development of claims.

The maximum potential additional premium under each transfer agreement is $ 14.0 million.

As of December 31, 2025, the Company has recorded a loss contingency of $ 14.0 million related to estimated additional premiums as certain claims in the first transfer transaction have reached amounts above the agreed loss development thresholds noted above.

This is recorded in "Insurance and claims" in the Company's condensed consolidated statements of comprehensive income.

See Note 2 for accounting policy regarding the Company's claims accruals.

Note 11 — Income Taxes

Income Tax Disclosures as adopted by ASU 2023-09

The following table presents the Company's income tax expense:

(In thousands)

Income before income taxes:

United States $ 66,524

Foreign 28,798

All jurisdictions $ 95,322

Current expense:

Federal 29,908

Foreign 7,536

All jurisdictions 45,412

Deferred (benefit) expense:

Federal ( 16,121 )

Foreign ( 1,094 )

All jurisdictions ( 15,644 )

Total income tax expense $ 29,768

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Income Taxes Paid — The components of income taxes paid, net of refunds received, are presented below:

Year ended December 31,

(In thousands)

Federal $ 36,299

Foreign 8,934

Total $ 50,312

Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:

Year ended December 31,

(In thousands)

Florida $ 617

Missouri $ ( 509 )

Pennsylvania $ 555

Texas $ 2,158

Virginia $ 460

Mexico $ 8,934

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Rate Reconciliation — Expected tax expense is computed by applying the US federal corporate income tax rate of 21.0 % to earnings before income taxes for 2025.

Actual tax expense differs from expected tax expense as follows:

Amount Percent

(In thousands)

Computed "expected" tax expense $ 20,018 21.0 %

Increase (decrease) in income taxes resulting from:

State income taxes, net of federal income tax benefit 1

Foreign tax effects

Effect of Mexico rates different than statutory 2,339 2.4 %

Other ( 1,175 ) ( 1.2 ) %

Effect of cross-border tax laws

Global intangible low-taxed income 1,812 1.9 %

Foreign tax credits ( 2,038 ) ( 2.1 ) %

Employment tax credits ( 2,462 ) ( 2.6 ) %

Other credits ( 860 ) ( 0.9 ) %

Nontaxable or nondeductible items

Nondeductible per-diem paid to drivers 3,048 3.2 %

Dividend received deduction ( 1,262 ) ( 1.3 ) %

Excess compensation 2,198 2.3 %

Other 1,714 1.8 %

Other Adjustments

Effect of refunds from amended federal returns ( 1,341 ) ( 1.4 ) %

Effective Tax Rate $ 29,768 31.2 %

1 For the period ending December 31, 2025, state taxes in Arizona, California, Florida, Georgia, Illinois, Indiana, Pennsylvania, and Texas made up the majority (greater than 50 percent) of the tax effect in this category.

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Deferred Income Taxes — The components of the net deferred tax asset (liability) included in "Deferred tax liabilities" in the consolidated balance sheets were:

(In thousands)

Deferred tax assets:

Accrued liabilities $ 18,960

Allowance for doubtful accounts 14,229

Bonus accrual 1,875

Claims accrual 137,925

Capital loss carryforward 362

Deferred revenue 3,763

Interest expense limitation carryforwards 2,340

Lease reserve 4,977

Net operating loss and credit carryforwards 43,236

Stock amortization 9,482

Operating Lease liabilities 77,961

Research and development 760

Vacation accrual 5,506

Total deferred tax assets 322,422

Valuation allowance ( 11,869 )

Total deferred tax assets, net 310,553

Deferred tax liabilities:

Intangible assets ( 418,235 )

Investments ( 4,760 )

Property and equipment, principally due to differences in depreciation ( 697,142 )

Prepaid taxes, licenses, and permits deducted for tax purposes ( 18,329 )

Operating lease right-of-use assets ( 72,947 )

Foreign accruals ( 1,538 )

Unrecognized tax benefit ( 1,677 )

Total deferred tax liabilities ( 1,214,628 )

Deferred income taxes $ ( 904,075 )

As of December 31, 2025, the Company had a federal net operating loss carryforward with a tax effect of $ 2.5 million.

This net operating loss can be carried forward indefinitely until utilized.

The Company had federal credit carryforwards with a tax effect of $ 17.8 million as of December 31, 2025.

These credits will expire between 2031 and 2042 if unutilized.

2031-12-31 2042-12-31

As of December 31, 2025, the Company had state net operating loss carryforwards with a tax effect of $ 21.6 million, before consideration of valuation allowance.

Some state net operating losses will expire at various times between 2026 and 2054 if unutilized, while others will be carried forward indefinitely.

The Company had state credit carryforwards with a tax effect of $ 1.3 million as of December 31, 2025.

These credits will expire at various times between 2026 and 2035 if unutilized.

2026-12-31 2054-12-31 2026-12-31 2035-12-31

Valuation Allowance — Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company has a valuation allowance of $ 11.9 million at December 31, 2025 to offset the tax benefit of certain state net operating loss carryforwards.

In 2025, the $ 0.8 million increase was to offset the tax benefit of certain separate company state operating loss carryforwards.

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(In thousands)

Valuation allowance at beginning of year $ 11,063

Additions charged to provision for income taxes 805

Charges to other accounts —

Reductions, deferred tax assets realized or written-off —

Valuation allowance at end of year $ 11,869

Cumulative Undistributed Foreign Earnings — As of December 31, 2025, foreign withholding taxes have not been provided on approximately $ 189.6 million of cumulative undistributed earnings of foreign subsidiaries.

The earnings are considered to be permanently reinvested outside the US.

As such, the Company is not required to provide withholding taxes on these earnings until they are repatriated in the form of dividends or otherwise.

Unrecognized Tax Benefits — The Company's unrecognized tax benefits as of December 31, 2025 would favorably impact the Company's effective tax rate if subsequently recognized.

Management does not expect a decrease in unrecognized tax benefits during the next twelve months.

See Note 2 for accounting policy related to the Company's income taxes.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for 2025 is below:

(In thousands)

Unrecognized tax benefits at beginning of year $ 1,677

Increases for tax positions taken in the current year —

Decreases for tax positions taken prior to beginning of year —

Lapse of statute of limitations —

Unrecognized tax benefits at end of year $ 1,677

Interest and Penalties — There were no accrued interest and penalties as of December 31, 2025.

Tax Examinations — Certain of the Company's subsidiaries are currently under examination by state jurisdictions for tax years ranging from 2022 to 2024 .

At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company's effective tax rate.

Years subsequent to 2020 remain subject to examination.

Income Tax Disclosures prior to the adoption of ASU 2023-09

Current expense:

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Actual tax expense differs from expected tax expense as follows:

2024 2023 2022

(In thousands)

Computed "expected" tax expense $ 31,300 $ 56,761

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Deferred Income Taxes — The components of the net deferred tax asset (liability) included in "Deferred tax liabilities" in the consolidated balance sheets were:

(In thousands)

Deferred tax assets:

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Vacation accrual 5,788

Other 896 3,979

Total deferred tax assets 387,185

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Unrecognized tax benefit ( 1,677 )

Other — ( 2 )

Total deferred tax liabilities ( 1,295,936 )

4 unchanged sentences

Valuation Allowance — Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company has a valuation allowance of $ 11.1 million and $ 10.4 million at December 31, 2024 and December 31, 2023, respectively, to offset the tax benefit of capital loss and certain state operating loss carryforwards.

In 2024, $ 3.0 million of the valuation allowance was reversed primarily due to the utilization and expiration of the Company's capital loss carryforward.

In addition, $ 3.6 million in valuation allowance was established to offset the tax benefit of certain separate company state operating loss carryforwards.

2024 2023 2022

(In thousands)

Valuation allowance at beginning of year $ 10,435 $ —

3 unchanged sentences

Valuation allowance at end of year $ 11,063 $ 10,435

Cumulative Undistributed Foreign Earnings — As of December 31, 2024, foreign withholding taxes have not been provided on approximately $ 168.3 million of cumulative undistributed earnings of foreign subsidiaries.

The earnings are considered to be permanently reinvested outside the US.

As such, the Company is not required to provide withholding taxes on these earnings until they are repatriated in the form of dividends or otherwise.

Unrecognized Tax Benefits — The Company's unrecognized tax benefits as of December 31, 2024 would favorably impact the Company's effective tax rate if subsequently recognized.

Management does not expect a decrease in unrecognized tax benefits during the next twelve months.

See Note 2 for accounting policy related to the Company's income taxes.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for 2024, 2023, and 2022 is below:

2024 2023 2022

(In thousands)

Unrecognized Tax Benefits — A reconciliation of the beginning and ending amounts of unrecognized tax benefits for 2024 and 2023 is below:

Unrecognized tax benefits at beginning of year $ 1,677 $ 1,735

4 unchanged sentences

Interest and Penalties — There were no accrued interest and penalties as of December 31, 2024 and December 31, 2023.

Tax Examinations — Certain of the Company's subsidiaries are currently under examination by federal and state jurisdictions for tax years ranging from 2009 to 2022 .

At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company's effective tax rate.

Years subsequent to 2019 remain subject to examination.

See Note 2 for accounting policy related to the Company's income taxes.

Note 12 — Accounts Receivable Securitization

On October 23, 2023, the Company entered into the 2023 RSA, which further amended the 2022 RSA.

The 2023 RSA is a secured borrowing that is collateralized by the Company's eligible receivables, for which the Company is the servicing agent.

The Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to Swift Receivables Company II, LLC ("SRCII") who in turn sells a variable percentage ownership in those receivables to the various purchasers.

The Company's eligible receivables are included in "Trade receivables, net of allowance for doubtful accounts" in the consolidated balance sheets.

2025 RPA — On December 31, 2025, the Company entered into the 2025 RPA.

The 2025 RPA replaced the Restated Receivables Purchase Agreement dated June 14, 2013, and last amended by the Eight Amendment on October 1, 2025 ("2025 RSA").

As part of the 2025 RPA, the Company's receivable originator subsidiaries sell without recourse, on a continuous revolving basis, all of rights, title, and interest of their eligible pool of accounts receivable generated in the ordinary course of business ("Eligible Receivables") to Swift Receivables Company II, LLC ("SRCII"), a wholly-owned bankruptcy remote entity.

As of December 31, 2025, the Company's Eligible Receivables generally have high credit quality, as determined by the obligor's corporate credit rating.

The 2023 RSA is subject to fees, various affirmative and negative covenants, representations and warranties, and

Upon the transfer of the Eligible Receivables to SRCII, the Eligible Receivables are legally isolated from the Company.

SRCII in turn sells, assigns, and transfers on a revolving basis its rights, title and interest in and to certain of the Eligible Receivables ("Sold Receivables") on an invoice-by-invoice basis, including all related security and collections with respect to the Sold Receivables to the various unaffiliated third-party financial institutions (the "Purchasers") in exchange for cash.

The maximum facility capacity of the 2025 RPA is $575.0 million.

Upon entry in the 2025 RPA, the Company sold approximately $478.2 million in Sold Receivables to the Purchasers.

The Company continues to service the Sold Receivables from the customers, including collection services, but retains no interest in the Sold Receivables, and remits payment to the Purchasers.

As cash is collected on Sold Receivables, the Company’s available capacity under 2025 RPA increases, and the Company typically sells additional receivables to the Purchasers.

The sale of the Sold Receivables to the Purchasers qualifies for sale accounting treatment in accordance with ASC 860 – Transfers and Servicing and the associated receivables are derecognized from the Company’s consolidated balance sheet at the time of the sale.

Cash receipts from the Purchasers at the time of the sale are classified as operating activities in our consolidated statement of cash flows.

The remaining Eligible Receivables not sold and held by SRCII ("Unsold Receivables") were $ 60.4 million as of December 31, 2025 and are included in "Trade receivables, net of allowance for doubtful accounts" in the consolidated balance sheet.

Subsequent cash collections of the Unsold Receivables are classified as operating activities in our consolidated statement of cash flows.

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default and termination provisions customary for facilities of this type.

The Company was in compliance with these covenants as of December 31, 2024.

Collections on the underlying receivables by the Company are held for the benefit of SRCII and the various purchasers and are unavailable to satisfy claims of the Company and its subsidiaries.

The 2025 RPA contains guarantees of payment, not collection by SRCII to the Purchasers ("Guaranteed Obligations"), which are collateralized by the Unsold Receivables.

As of December 31, 2025, the fair value of the Guaranteed Obligations was $ 5.6 million and included in "Accrued liabilities" in the consolidated balance sheets.

The Company incurred program and yield fees due to the Purchasers related to the Sold Receivables, which are recorded in "Miscellaneous operating expense" in the consolidated statements of comprehensive income.

No fees were incurred in 2025 due to the entry into the 2025 RPA on December 31, 2025.

In addition, the 2025 RPA includes various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type.

The following table summarizes the key terms of the 2025 RPA (dollars in thousands):

(Dollars in thousands)

Effective date December 31, 2025

Final maturity date October 2, 2028

Facility capacity $ 575,000

Unused commitment fee rate 1

20 to 40 basis points

Program fees on outstanding capital 2

one month SOFR + 87.5 basis points or commercial paper + 77.5 basis points

1 The commitment fee rates are based on the percentage of the maximum facility capacity utilized.

2 As identified within the 2025 RPA, the Purchasers can trigger an amendment by identifying and deciding upon a replacement index for SOFR.

As of December, 31 2025, availability under the 2025 RPA was calculated as follows:

(In thousands)

Facility capacity, based on eligible receivables $ 499,300

cash received from receivables sold

Availability under 2025 RPA $ 21,100

2025 RSA — On October 1, 2025, the Company entered into the 2025 RSA which further amended the 2023 RSA.

As noted above, the 2025 RSA was replaced by the 2025 RPA on December 31, 2025.

The 2025 RSA, among other things, extended the maturity date to October 2, 2028 and removed the 10 basis point SOFR Adjustment within the 2023 RSA.

The 2025 RSA was a secured borrowing that was collateralized by the Company's eligible receivables, for which the Company was the servicing agent.

The Company's receivable originator subsidiaries sold, on a revolving basis, undivided interests in all of their eligible accounts receivable to SRCII who in turn sold a variable percentage ownership in those receivables to the various purchasers.

The Company's eligible receivables were included in "Trade receivables, net of allowance for doubtful accounts" in the consolidated balance sheets.

The 2025 RSA was subject to fees, various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type.

Collections on the underlying receivables by the Company were held for the benefit of SRCII and the various purchasers and were unavailable to satisfy claims of the Company and its subsidiaries.

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The following table summarizes the key terms of the 2025 RSA (dollars in thousands):

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Program fees on outstanding balances 3

one month SOFR + credit spread adjustment 10 basis points + 82.5 basis points

one month SOFR + 87.5 basis points or commercial paper + 77.5 basis points

1 The accordion option increases the maximum borrowing capacity, subject to participation by the purchasers.

1 unchanged sentence

3 As identified within the 2025 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement index for SOFR.

Availability under the 2023 RSA is calculated as follows:

As of December, 31 2024, availability under the 2023 RSA, which was subsequently replaced by the 2025 RSA on October 1, 2025, was calculated as follows:

(In thousands)

1 unchanged sentence

outstanding borrowings 1

( 459,200 ) ( 527,000 )

outstanding letters of credit ( 27,167 )

1 unchanged sentence

1 As of December 31, 2024, outstanding borrowings are included in "Accounts receivable securitization – current portion" in the consolidated balance sheets and are offset by $ 0.2 million of deferred loan costs.

As of December 31, 2023, outstanding borrowings are included in "Accounts receivable securitization – less current portion" in the consolidated balance sheets and are offset by $ 0.5 million of deferred loan costs.

Interest accrued on the aggregate principal balance at a rate of 5.5 % and 6.3 %, as of December 31, 2024 and 2023, respectively.

Program fees and unused commitment fees are recorded in "Interest expense" in the consolidated statements of comprehensive income.

The Company's accounts receivable securitization incurred program fees of $ 28.9 million in 2024, $ 24.8 million in 2023, and $ 9.3 million in 2022.

Interest accrued on the aggregate principal balance of the 2023 RSA at a rate of 5.5 %, as of December 31, 2024.

Program fees and unused commitment fees under the 2025 RSA and 2023 RSA are recorded in "Interest expense" in the consolidated statements of comprehensive income.

The Company's accounts receivable securitization under the 2025 RSA and 2023 RSA incurred program fees of $ 23.7 million in 2025, $ 28.9 million in 2024, and $ 24.8 million in 2023.

Refer to Note 21 for information regarding the fair value of the 2023 RSA.

3 unchanged sentences

Note 13 — Debt and Financing

Other than the Company's accounts receivable securitization as discussed in Note 12 and its outstanding finance lease obligations as discussed in Note 14, the Company's long-term debt consisted of the following:

Other than the outstanding finance lease obligations as discussed in Note 14, the Company's long-term debt consisted of the following:

(In thousands)

2021 Term Loan A-2, due September 3, 2026, net 1 2

2025 Term Loan A-1, due July 8, 2030, net 1 2

$ 698,136 $ —

2025 Term Loan A-2, due January 8, 2027, net 1 2

2021 Term Loan A-2, due September 3, 2026, net 1 3

779,411 799,058

2021 Term Loan A-3, due September 3, 2026, net 1 3

2023 Term Loan, due September 3, 2026, net 1 4

249,459 249,135

Revenue equipment installment notes 1 5

1 unchanged sentence

Prudential Notes, net 1

16,611 25,078

Other 5,770 6,722

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Total long-term debt, including current portion $ 1,118,015 $ 1,593,607

2025 Revolver, due July 8, 2030 1 6

2021 Revolver, due September 3, 2026 1 6

232,000 67,000

Long-term debt, including revolving line of credit $ 1,744,015 $ 1,825,607

1 Refer to Note 21 for information regarding the fair value of debt.

2 The carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 are net of $ 0.9 million and $ 0.6 million in deferred loan costs as of December 31, 2024, respectively.

2 As of December 31, 2025, the carrying amounts of the 2025 Term Loan A-1 and 2025 Term Loan A-2 were net of $ 1.9 million and $ 0.6 million in deferred loan costs, respectively.

3 The carrying amounts of the 2021 Term Loan A-2, and 2021 Term Loan A-3 are net of $ 0.9 million and $ 0.6 million in deferred loan costs as of December 31, 2024, respectively.

4 As of December 31, 2024, the carrying amount of the 2023 Term Loan was net of $ 0.5 million in deferred loan costs.

As of December 31, 2023, the carrying amount of the 2023 Term Loan was net of $0.9 million in deferred loan costs.

5 The revenue equipment installment loans were assumed at the close of the U.

Xpress Acquisition and have a weighted average interest rate of 4.68 % as of December 31, 2024.

5 The Company also had outstanding letters of credit of $ 18.1 million and $ 18.0 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities, at December 31, 2024 and December 31, 2023, respectively.

The Company also had outstanding letters of credit of $ 246.0 million and $ 264.3 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of December 31, 2024 and December 31, 2023, respectively.

Xpress Acquisition and have a weighted average interest rate of 5.19 % and 4.68 % as of December 31, 2025 and December 31, 2024, respectively.

6 The Company also had outstanding letters of credit of $ 18.3 million under the 2025 Revolver and $ 18.1 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities for both December 31, 2025 and December 31, 2024, respectively.

The Company also had outstanding letters of credit of $ 191.1 million and $ 246.0 million under a separate bilateral agreement which do not impact the availability of the 2025 Revolver as of December 31, 2025 and the 2021 Revolver as of December 31, 2024, respectively.

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Credit Agreements

2021 Debt Agreement — On September 3, 2021, the Company entered into the $ 2.3 billion 2021 Debt Agreement (an unsecured credit facility) with a group of banks, replacing the Company's prior debt agreements.

The 2021 Debt agreement included the 2021 Term Loan A-1 which was paid off on December 3, 2022.

On August 6, 2024, the Company entered into the First Amendment to the 2021 Debt Agreement (the "2024 Amendment") which, among other things, extended the maturity of the Company's 2021 Term Loan A-2 from September 3, 2024 to September 3, 2026, increased the size of the 2021 Term Loan A-2 from $ 200 million to $ 350 million, aligned the applicable margin for the 2021 Term Loan A-2 with that of the rest of the credit facility, transitioned the reference rate for the credit facility from BSBY to SOFR, and made other conforming changes.

The following table presents the key terms of the 2021 Debt Agreement, as amended by the 2024 Amendment:

2025 Debt Agreement — On July 8, 2025, the Company entered into the $ 2.5 billion 2025 Debt Agreement (an unsecured credit facility) with a group of banks, replacing the Company's prior debt agreements.

The following table presents the key terms of the 2025 Debt Agreement:

2025 Term Loan A-1 2025 Term Loan A-2 2025 Revolver 2

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Maximum borrowing capacity $ 700,000 $ 300,000 $ 1,500,000

Final maturity date September 3, 2026 September 3, 2026 September 3, 2026

Interest rate margin reference rate SOFR + credit spread adjustment 10 basis points SOFR + credit spread adjustment 10 basis points SOFR + credit spread adjustment 10 basis points

Final maturity date July 8, 2030 January 8, 2027 July 8, 2030

Interest rate margin reference rate SOFR SOFR SOFR

Interest rate minimum margin 1

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Minimum principal payment — amount $ 8,750 $ — $ —

Minimum principal payment — frequency Once Quarterly Once

Minimum principal payment — commencement date September 3, 2026 September 30, 2024 September 3, 2026

1 The interest rate margin for the 2021 Term Loan and 2021 Revolver is based on the Company's consolidated leverage ratio.

Minimum principal payment — frequency Quarterly Once Once

Minimum principal payment — commencement date September 30, 2028 January 8, 2027 July 8, 2030

1 The interest rate margin for the 2025 Term Loans and 2025 Revolver is based on the Company's consolidated leverage ratio.

As of December 31, 2025, interest accrued at 5.47 % on the 2025 Term Loan A-1, 5.34 % on the 2025 Term Loan A-2, and 5.47 % on the 2025 Revolver.

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As of December 31, 2025, commitment fees on the unused portion of the 2025 Revolver accrued at 0.2 % and outstanding letter of credit fees accrued at 1.6 %.

Pursuant to the 2021 Debt Agreement, the 2021 Revolver and the 2021 Term Loans contain certain financial covenants with respect to a maximum net leverage ratio and a minimum consolidated interest coverage ratio.

The 2025 Debt Agreement contains certain financial covenants with respect to a maximum net leverage ratio and a minimum consolidated interest coverage ratio.

The 2025 Debt Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock repurchases, and equipment financing.

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Borrowings under the 2025 Debt Agreement, are made by Knight-Swift Transportation Holdings Inc., and are guaranteed by certain of the Company's material domestic subsidiaries (other than its captive insurance subsidiaries, driving academy subsidiary, and bankruptcy-remote special purpose subsidiary).

2023 Term Loan — On June 22, 2023, the Company entered into the $ 250.0 million 2023 Term Loan (an unsecured credit facility) with a group of banks.

The 2023 Term Loan matures on September 3, 2026 .

There are no scheduled principal payments due until maturity.

The 2023 Term Loan contains terms similar to the 2021 Debt Agreement.

The proceeds received from the 2023 Term Loan were used to fund a portion of the Company's acquisition of U.S.

The interest rate applicable to the 2023 Term Loan is subject to a leverage-based grid and as of December 31, 2024 is equal to SOFR plus the 0.1 % SOFR adjustment plus 1.75 %.

As of December 31, 2024, interest accrued at 6.21 % on the 2023 Term Loan.

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Xpress's Revenue Equipment Installment Notes — In connection with the U.S.

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The interest rates as of December 31, 2025 range from 2.0 % to 7.17 %.

2021 Prudential Notes — Through the ACT Acquisition, the Company assumed the S econd Amended and Restated Note Purchase and Private Shelf Agreement with Prudential Capital Group ("2014 Prudential Notes").

On September 3, 2021, ACT entered into the 2021 Prudential Notes, replacing the 2014 Prudential Notes.

2021 Prudential Notes — The 2021 Prudential Notes previously allowed ACT to borrow up to $ 125.0 million, less amounts than currently outstanding with Prudential Capital Group, provided that certain financial ratios are maintained.

The 2021 Prudential Notes have interest rates ranging from 4.05 % to 4.40 % and various maturity dates ranging from January 2026 through January 2028.

The 2021 Prudential Notes previously allowed ACT to borrow up to $ 125.0 million, less amounts then currently outstanding with Prudential Capital Group, provided that certain financial ratios are maintained.

The 2021 Prudential Notes are unsecured and contain usual and customary restrictions on, among other things, the ability to make certain payments to stockholders, similar to the provisions of the Company's 2025 Debt Agreement.

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See Note 21 for fair value disclosures regarding the Company's debt instruments.

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Note 14 — Leases

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Weighted average discount rate 4.2 % 4.2 % 4.4 % 4.2 %

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Maturity Analysis of Lease Liabilities (as Lessee) — Future minimum lease payments for all noncancellable leases were:

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Lease liabilities – less current portion $ 207,788 $ 502,042

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Supplemental Cash Flow Lease Disclosures — The following table sets forth cash paid for amounts included in the measurement of lease liabilities:

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Management’s significant assumptions and judgments include the determination of the amount the Company expects to derive from the underlying asset at the end of the lease term, as well as whether a contract contains a lease.

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Lease Revenue and Rental Income — The components of the Company's lease revenue are included in "Revenue, excluding truckload and LTL fuel surcharge" and the Company's rental income is included in "Other income, net" in the consolidated statements of comprehensive income.

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2 Represents non-operating income earned from leasing real estate to third parties.

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Maturity Analysis of Future Lease Revenues (as Lessor) — Future minimum lease revenues for all noncancellable leases were:

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1 The pension liability is included in "Other long-term liabilities" in the consolidated balance sheets.

"Other comprehensive income (loss)" in the consolidated statements of comprehensive income included a $ 0.1 million gain during 2024 and a $ 1.4 million gain and $ 0.5 million for partial settlement of the plan related to a retiree annuity purchase durin g 2023.

"Other comprehensive income (loss)" in the consolidated statements of comprehensive income included a $ 0.5 million loss during 2025 and a $ 0.1 million gain during 2024.

The provisions of the plan do not require compensation levels to be considered in determining the plan’s benefit obligation.

As such, the accumulated benefit obligation and projected benefit obligation are the same.

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Other information concerning the defined benefit pension plan is summarized below:

(In thousands)

Net periodic pension income (expense) $ 391 $ ( 7 )

Net periodic pension (expense) income $ ( 9 ) $ 391

Benefits paid 1,434 $ 1,363

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Expectations of returns for each asset class are based on comprehensive reviews of historical data and economic/financial market theory.

The expected long-term rate of return on pension plan assets was selected from within the reasonable range of rates determined by (1) historical real returns, net of inflation, for the asset classes covered by the investment policy and (2) projections of inflation over the long-term period during which benefits are payable to plan participants.

The expected long-term rate of

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return on pension plan assets was selected from within the reasonable range of rates determined by (1) historical real returns, net of inflation, for the asset classes covered by the investment policy and (2) projections of inflation over the long-term period during which benefits are payable to plan participants.

The defined benefit pension plan weighted-average asset allocations, by asset category, are as follows:

Asset category:

Equity securities — % — %

Debt securities 99 % 98 %

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Refer to Note 21 for additional information regarding fair value measurements of the Company's investments.

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ACT did not contribute to the pension plan during 2025.

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Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.

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Note 17 — Contingencies and Legal Proceedings

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We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.

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not likely to have a materially adverse impact on our overall financial position, operating results, or cash flows.

Based on management's present knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of open claims and pending litigation, taking into account existing reserves, is not likely to have a materially adverse impact on our overall financial position, operating results, or cash flows.

However, there are inherent uncertainties in these legal matters, some of which are beyond management's control, making the ultimate outcomes difficult to predict.

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As of December 31, 2025, the Company's estimate for its total legal liability for all such clean-up and remediation costs was approximately $ 0.3 million in the aggregate for all current and prior year claims.

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Note 18 — Share Repurchase Plans

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Xpress Legacy Plan until such awards have been exercised, forfeited, canceled, or have otherwise expired or terminated.

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Legacy Plans — In connection with the 2017 Merger, the registered securities under the Knight Amended and Restated 2003 Stock Option Plan, the Knight 2012 Equity Compensation Plan, the Knight Amended and Restated 2015 Omnibus Incentive Plan, and the Swift 2007 Omnibus Incentive Plan (collectively, the "Legacy Plans") were deregistered.

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1 The income tax benefit is calculated by applying the statutory tax rate to stock-based compensation expense for equity awards.

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Unrecognized Stock-based Compensation Expense

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Total stock awards granted 664,865 610,436 529,264

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Stock Options

Stock options are the contingent right of award holders to purchase shares of the Company's common stock at a stated price for a limited time.

The exercise price of options granted equals the fair value of the Company's common stock determined by the closing price of the Company's common stock quoted on the NYSE on the grant date.

Most stock options granted by the Company could not be exercised until at least one year after the grant date and had a five to ten-year contractual term.

Stock options were generally forfeited upon termination of employment for reasons other than death, disability, or retirement.

As of December 31, 2024 and 2023, the Company had no stock options outstanding.

The following table summarizes stock option exercise information for the years presented:

Stock option exercises 2023 2022

(In thousands, except share data)

Number of stock options exercised 6,813 76,900

Intrinsic value of stock options exercised $ 225 $ 1,297

Cash received upon exercise of stock options $ 162 $ 2,511

Income tax benefit $ 44 $ 63

Restricted Stock Units

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343,966 $ 55.60

1 Includes 37,941 shares withheld for taxes which were excluded from the "Common stock issued to employees" activity within the consolidated statements of stockholders' equity.

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2 The performance measurement period for units granted in 2021 is January 1, 2022 to December 31, 2024 (three full calendar years).

1 Includes 16,892 shares withheld for taxes which were excluded from the "Common stock issued to employees" activity within the consolidated statements of stockholders' equity.

2 The performance measurement period for units granted in 2022 is January 1, 2023 to December 31, 2025 (three full calendar years).

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The performance measurement period for units granted in 2024 is January 1, 2025 to December 31, 2027 (three full calendar years).

The performance measurement period for units granted in 2025 is January 1, 2026 to December 31, 2028 (three full calendar years).

All performance units, if and to the extent earned, will vest one month following the expiration of the performance measurement period.

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Pension Plan Assets — The estimated fair value of ACT's pension plan assets are based on quoted prices in active markets that are readily and regularly obtainable.

Debt Instruments and Leases — For notes payable under the 2023 Term Loan, the 2021 Revolver, the 2021 Term Loans, the 2021 Prudential Notes, and the revenue equipment installment notes, fair value approximates the carrying value due to the variable interest rate.

The carrying value of the 2023 RSA and the 2022 RSA approximates fair value, as the underlying receivables are short-term in nature and only eligible receivables (such as those with high credit ratings) are qualified to secure the borrowed amounts.

Debt Instruments and Leases — For notes payable under the 2025 Revolver, the 2025 Term Loans, the 2023 Term Loan, the 2021 Revolver, the 2021 Term Loans, the 2021 Prudential Notes, and the revenue equipment installment notes, fair value approximates the carrying value due to the variable interest rate.

The carrying value of the 2023 RSA approximates fair value, as the underlying receivables are short-term in nature and only eligible receivables (such as those with high credit ratings) are qualified to secure the borrowed amounts.

For finance and operating lease liabilities, the carrying value approximates the fair value, as the Company's finance and operating lease liabilities are structured to amortize in a manner similar to the depreciation of the underlying assets.

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Long-term debt – less current portion — — 249,459 250,000

2025 Term Loan A-1, due July 8, 2030 1 4

Long-term debt – less current portion 698,136 700,000 — —

2025 Term Loan A-2, due January 8, 2027 1 4

Long-term debt – less current portion 299,369 300,000 — —

2021 Revolver, due September 2026 Revolving line of credit — — 232,000 232,000

2025 Revolver, due July 8, 2030 Revolving line of credit 626,000 626,000 — —

Revenue equipment installment notes 5

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– current portion — — 458,983 459,200

Accounts receivable securitization – less current portion 458,983 459,200 526,508 527,000

Mandatorily redeemable contingent consideration 8

Accrued liabilities, Other long-term liabilities 132,287 132,287 134,107 134,107

Other long-term liabilities 132,287 132,287 132,287 132,287

Contingent consideration 8

Accrued liabilities, Other long-term liabilities 5,203 5,203 40,859 40,859

Other long-term liabilities 5,203 5,203 5,203 5,203

1 Level 2 inputs used to estimate the fair value.

2 As of December 31, 2024, the carrying amounts of the 2021 Term Loan A-2, and 2021 Term Loan A-3 are net of $ 0.9 million and $ 0.6 million in deferred loan costs, respectively.

As of December 31, 2023, the carrying amounts of the 2021 Term Loan A-2, and 2021 Term Loan A-3 are net of $ 0.1 million and $ 0.9 million in deferred loan costs, respectively.

3 As of December 31, 2024, the carrying amount of the 2023 Term Loan is net of $ 0.5 million in deferred loan costs.

As of December 31, 2023, the carrying amount of the 2023 Term Loan is net of $ 0.9 million in deferred loan costs.

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4 As of December 31, 2024, the carrying amount of the revenue equipment installment notes included $ 0.6 million in fair value adjustments.As of December 31, 2023, the carrying amount of the revenue equipment installment notes included $ 1.3 million in fair value adjustments.

5 As of December 31, 2024, the carrying amount of the 2021 Prudential Notes is net of $ 10,000 in deferred loan costs and $ 0.6 million in fair value adjustments.

4 As of December 31, 2025, the carrying amounts of the 2025 Term Loan A-1 and 2025 Term Loan A-2 were net of $ 1.9 million and $ 0.6 million in deferred loan costs, respectively.

5 As of December 31, 2025, the carrying amount of the revenue equipment installment notes included $ 0.2 million in fair value adjustments.

As of December 31, 2024, the carrying amount of the revenue equipment installment notes included $ 0.6 million in fair value adjustments.

6 As of December 31, 2025, the carrying amount of the 2021 Prudential Notes is net of $ 0.3 million in fair value adjustments.

As of December 31, 2024, the carrying amount of the 2021 Prudential Notes is net of $ 10,000 in deferred loan costs and $ 0.6 million in fair value adjustments.

7 The carrying amount of the 2023 RSA is net of $ 0.2 million in deferred loan costs as of December 31, 2024.

The carrying amount of the 2023 RSA is net of $ 0.5 million in deferred loan costs as of December 31, 2023.

8 Refer to Note 4 for information regarding the contingent consideration related to the U.S.

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Change in fair value of contingent consideration (a)

Fair value of contingent consideration issuances (b)

Settlement of contingent consideration (c)

( 859 ) ( 3,359 )

Settlement of contingent consideration (b)

Ending balance $ 137,490 $ 137,490

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Changes in financial projections or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration.

Based on the Company’s ongoing assessment of the fair value of the contingent consideration the Company recorded a net decrease in the estimated fair value of such liabilities of $ 36.6 million during 2024 which was recognized as a gain and is recorded in "Other income (expense), net" in the Company's consolidated statement of comprehensive income.

As of December 31, 2024, the Company used volatility rates of 38.0 % and 41.0 % for operating income and net income, respectively and a discount rate of 5.7 %.

Based on the Company’s ongoing assessment of the fair value of the contingent consideration, no adjustment was recorded to the estimated fair value of such liabilities during 2025.

During 2024, the Company recorded a net decrease in the estimated fair value of such liabilities of $ 36.6 million.

These were recognized as a gain and are recorded in "Other income (expense), net" in the Company's consolidated statement of comprehensive income.

(b) Refer to Note 4 for information regarding the initial measurement of the contingent consideration related to the U.S.

Xpress Acquisition.

These gains were related to the settlement of certain contingent consideration agreements and are recorded in "Miscellaneous operating expenses" in the Company's consolidated statement of comprehensive income .

2 As of December 31, 2024, the call option has expired and the mandatorily redeemable contingent consideration is now in the put option period.

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— — — — ( 2,454 )

Intangible Assets 4

— — — — ( 44,426 )

— — — — ( 436 )

— — — — ( 27,401 )

As of December 31, 2024

$ — $ — $ — $ — $ ( 288 )

Operating lease right-of-use assets 8

— — — — ( 5,974 )

— — — — ( 12,750 )

1 Reflects non-cash impairments related to certain real property (within the Truckload segment).

2 Reflects non-cash impairments related to certain real property leases (within the Truckload segment).

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3 Reflects non-cash impairment of discontinued software projects (within the Intermodal Segment).

4 Reflects non-cash impairment 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), and intangible assets associated with Abilene as a result of the decision to cease its operations and combine it into the Swift business (within the Truckload segment).

5 Reflects non-cash impairment of revenue equipment (within the Truckload segment)

6 Reflects non-cash impairment of goodwill associated with Abilene as discussed above.

7 Reflects the non-cash impairment of building improvements (within the Truckload segment and the All Other Segments).

2 Reflects the non-cash impairment related to the market value of facility leases (within the Truckload segment and the LTL segment).

8 Reflects the non-cash impairment related to the market value of a facility lease (within the Truckload segment).

9 Reflects the non-cash impairment of certain revenue equipment held for sale and other equipment (within the Truckload segment and the All Other Segments).

4 Reflects the non-cash impairment of software (within the All Other Segments).

Nonrecurring Fair Value Measurements (Liabilities) — As of December 31, 2025 and 2024, there were no liabilities included in the Company's consolidated balance sheets at estimated fair value that were measured on a nonrecurring basis.

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ACT's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of these assets and their placement within the fair value hierarchy levels.

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Fair Value Measurements at Reporting Date Using:

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Transactions with these entities generally include facility and equipment leases, equipment sales, and other services.

Aircraft Purchase — During the year ended December 31, 2023, the Company purchased an airplane for $ 6.0 million from related parties.

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Note 23 — Information by Segment, Geography, and Customer Concentration

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Based on how economic factors affect the nature, amount, timing, and uncertainty of revenue or cash flows, the Company disaggregates revenues by reportable segment for the purposes of applying the ASC 606 guidance.

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The Truckload reportable segment is comprised of three full truckload operating segments that provide similar transportation services to the Company's customers utilizing similar transportation equipment over both irregular (one-way movement) and/or dedicated routes.

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Such intersegment revenues and expenses are eliminated in Knight-Swift's consolidated results.

See Note 2 for additional disclosures regarding the Company's accounting policies about segment disclosures.

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See Note 2 for additional disclosures regarding the Company's accounting policies about segment disclosures.

The following tables present the Company's financial information by segment:

Year-to-Date December 31, 2025

Operating income (loss) by segment:

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Operations and maintenance 2

497,190 102,570 18,015 23,725 ( 71,377 ) ( 21,750 ) 548,373

Insurance and claims 293,516 59,992 3,846 5,228 22,526 — 385,108

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Operating ratio 97.0 % 97.4 % 96.0 % 102.1 % 95.0 % 100.0 % 97.1 %

2023 (recast)

Year-to-Date December 31, 2024

Operating income (loss) by segment:

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Operations and maintenance 2

519,485 75,389 10,993 28,568 ( 67,929 ) ( 19,623 ) 546,883

Insurance and claims 316,342 51,988 5,869 3,968 37,485 — 415,652

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2022 (recast)

Operating income by segment:

Year-to-Date December 31, 2023

Operating income (loss) by segment:

Truckload LTL Logistics Intermodal All Other Segments 2 4

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Operations and maintenance 2

455,919 57,566 10,629 36,430 ( 64,178 ) ( 22,875 ) 473,491

Insurance and claims 270,560 32,394 2,424 4,948 299,210 — 609,536

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Operating income 4

$ 297,977 $ 118,880 $ 43,418 $ ( 10,507 ) $ ( 111,615 ) $ — $ 338,153

Operating ratio 93.7 % 89.0 % 92.5 % 102.6 % 124.2 % 100.0 % 95.3 %

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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 8. Financial Statements and Supplementary Data