What changed in this filing

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Item 1. Financial Statements

2026-08-04 compared with 2026-05-05 · 153 added, 75 removed, 459 unchanged (33% of the section changed)

3 unchanged sentences

Three Months Ended

Six Months Ended

(In millions, except per share amounts)

62 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(In millions)

36 unchanged sentences

Capital expenditures included in accounts payable, accruals and other liabilities

Accrued dividends

See Notes to Condensed Consolidated Financial Statements.

12 unchanged sentences

Balance at March 31, 2026

Other comprehensive income (loss), net of tax

Share-based compensation

Shares issued, net of shares withheld for employee taxes

Shares repurchased

Dividends ( $ 0.36 per share and $ 0.38 per share)

Balance at June 30, 2026

Comprehensive

9 unchanged sentences

Balance at March 31, 2025

Other comprehensive income (loss), net of tax

Share-based compensation

Shares issued, net of shares withheld for employee taxes

Shares repurchased

Dividends ( $ 0.34 per share and $ 0.36 per share)

Balance at June 30, 2025

See Notes to Condensed Consolidated Financial Statements.

30 unchanged sentences

generally accepted accounting principles for complete consolidated financial statements.

The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Fiscal Period:

The period end for Matson covered by this report is March 31, 2026.

The period end for MatNav and its subsidiaries covered by this report is March 27, 2026.

The period end for Matson covered by this report is June 30, 2026.

The period end for MatNav and its subsidiaries covered by this report is June 26, 2026.

Significant Accounting Policies:

21 unchanged sentences

Three Months Ended

Six Months Ended

Ocean Transportation (in millions) (1)

9 unchanged sentences

Three Months Ended

Six Months Ended

Logistics (in millions) (1)

9 unchanged sentences

The Company reports revenue on a gross basis as the Company serves as the principal in these transactions because it is responsible for fulfilling the contractual arrangements with the customer and has latitude in establishing prices.

◾ Warehousing services revenue consist of amounts billed to customers for storage, handling, and value-added packaging of customer merchandise.

◾ Warehousing services revenue consists of amounts billed to customers for storage, handling, and value-added packaging of customer merchandise.

Storage revenue is recognized in the month the service is provided to the

14 unchanged sentences

Capitalized interest is included in vessel construction in progress in property and equipment in the Company’s Condensed Consolidated Balance Sheets (see Note 5).

The Company capitalized $ 0.9 million and $ 1.1 million of interest related to the construction of new vessels for the three months ended March 31, 2026 and 2025, respectively.

The Company’s first quarter 2026 cash dividend of $ 0.36 per share was paid on March 5, 2026.

On April 23, 2026 , the Company’s Board of Directors declared a cash dividend of $ 0.36 per share payable on June 4, 2026 to shareholders of record on May 7, 2026 .

The Company capitalized $ 0.8 million and $ 1.0 million of interest related to the construction of three new vessels for the three months ended June 30, 2026 and 2025, and $ 1.7 million and $ 2.1 million for the six months ended June 30, 2026 and 2025, respectively.

The Company’s second quarter 2026 cash dividend of $ 0.36 per share was paid on June 4, 2026.

On June 25, 2026 , the Company’s Board of Directors declared a cash dividend of $ 0.38 per share payable on September 3, 2026 to shareholders of record on August 6, 2026 .

Repurchase of Shares:

During the three months ended March 31, 2026 and 2025, the Company repurchased approximately 0.4 million and 0.5 million shares for a total cost of $ 54.4 million and $ 69.2 million, respectively.

As of March 31, 2026, the maximum number of remaining shares that may be repurchased under the Company’s share repurchase program was approximately 0.8 million shares.

During the three and six months ended June 30, 2026, the Company repurchased approximately 0.3 million and 0.7 million shares for a total cost of $ 67.8 million and $ 122.2 million, respectively.

During the three and six months ended June 30, 2025, the Company repurchased approximately 0.9 million and 1.4 million shares for a total cost of $ 93.7 million and $ 162.9 million, respectively.

On April 23, 2026, the Company’s Board of Directors approved an additional 3.0 million shares of common stock to be added to the Company’s existing share repurchase program and extended the program to December 31, 2029.

As of June 30, 2026, the maximum number of remaining shares that may be repurchased under the Company’s share repurchase program was approximately 3.4 million shares.

Recently adopted accounting pronouncements:

3 unchanged sentences

ASU 2025-05 is effective for interim and annual periods beginning after December 31, 2025.

The adoption of ASU 2025-05 during the three months ended March 31, 2026 did not have a material impact on the Company’s consolidated financial statements.

The adoption of ASU 2025-05 during the six months ended June 30, 2026 did not have a material impact on the Company’s Consolidated Financial Statements.

New Accounting Pronouncements:

17 unchanged sentences

The Company’s CODM uses this information when making decisions about the allocation of operating and capital resources to each segment.

Segment balance sheet information is not provided to the CODM as capital decisions are based upon the Company’s consolidated balance sheet.

Reportable segment financial information for the three months ended March 31, 2026 and 2025 are as follows:

Segment balance sheet information is not provided to the CODM as capital decisions are based upon the Company’s Condensed Consolidated Balance Sheets.

Reportable segment financial information for the three months ended June 30, 2026 and 2025 are as follows:

Three Months Ended

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

(In millions)

19 unchanged sentences

Capital Expenditures (4)

(1) Ocean Transportation operating revenue excludes inter-segment revenue of $ 17.8 million and $ 21.4 million for the three months ended March 31, 2026 and 2025, respectively.

(2) Logistics operating revenue excludes inter-segment revenue of $ 29.8 million and $ 32.6 million for the three months ended March 31, 2026 and 2025, respectively.

(3) Ocean Transportation operating overhead includes dry-docking amortization of $ 7.7 million and $ 6.6 million for the three months ended March 31, 2026 and 2025, respectively.

(4) Capital expenditures exclude accrued capital expenditures of $ 3.2 million and $ 7.6 million as of March 31, 2026 and 2025, respectively.

(1) Ocean Transportation operating revenue excludes inter-segment revenue of $ 29.3 million and $ 25.5 million for the three months ended June 30, 2026 and 2025, respectively.

(2) Logistics operating revenue excludes inter-segment revenue of $ 43.0 million and $ 37.0 million for the three months ended June 30, 2026 and 2025, respectively.

(3) Ocean Transportation operating overhead includes dry-docking amortization of $ 8.4 million and $ 7.0 million for the three months ended June 30, 2026 and 2025, respectively.

(4) Capital expenditures exclude accrued capital expenditures of $ 3.8 million and $ 4.0 million as of June 30, 2026 and 2025, respectively.

Reportable segment financial information for the six months ended June 30, 2026 and 2025 are as follows:

Six Months Ended

June 30, 2026

June 30, 2025

(In millions)

Ocean Transportation

Operating Revenue (5)(6)

Operating Expenses:

Operating costs:

Direct cargo expense

Vessel operating expense

Operating overhead (7)

Direct operating costs

Depreciation and amortization

Total operating costs

Income (Loss) from SSAT

General and administrative

Total Costs and Expenses

Operating Income:

Interest income

Interest expense, net

Other income (expense), net

Income before Taxes

Capital Expenditures (8)

(5) Ocean Transportation operating revenue excludes inter-segment revenue of $ 47.1 million and $ 46.9 million for the six months ended June 30, 2026 and 2025, respectively.

(6) Logistics operating revenue excludes inter-segment revenue of $ 72.8 million and $ 69.6 million for the six months ended June 30, 2026 and 2025, respectively.

(7) Ocean Transportation operating overhead includes dry-docking amortization of $ 16.1 million and $ 13.6 million for the six months ended June 30, 2026 and 2025, respectively.

(8) Capital expenditures exclude accrued capital expenditures of $ 3.8 million and $ 4.0 million as of June 30, 2026 and 2025, respectively.

Ocean Transportation’s operating expenses includes the following:

15 unchanged sentences

The Company’s Ocean Transportation segment provides ocean transportation services to the Logistics segment, and the Logistics segment provides logistics services to the Ocean Transportation segment in certain transactions.

Accordingly, inter-segment revenue of $ 47.6 million and $ 54.0 million for the three months ended March 31, 2026 and 2025, respectively, have been eliminated from consolidated operating revenues.

Accordingly, inter-segment revenue of $ 72.3 million and $ 62.5 million for the three months ended June 30, 2026 and 2025, and $ 119.9 million and $ 116.5 million for the six months ended June 30, 2026 and 2025, respectively, have been eliminated from consolidated operating revenues.

In arrangements where the customer purchases ocean transportation and logistics services, the revenues are allocated to each reportable segment based upon the contractual amounts for each type of service.

INVESTMENT IN SSAT

The Company’s investment in SSAT is described in Note 4 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Condensed income statement information for SSAT for the three months ended March 31, 2026 and 2025 consisted of the following:

The Company’s investment in SSAT is described in Note 4 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Condensed income statement information for SSAT for the three and six months ended June 30, 2026 and 2025 consisted of the following:

Three Months Ended

Six Months Ended

(In millions)

1 unchanged sentence

Operating costs and expenses

Operating (loss) income

Operating income

SSAT’s Net Income (1)

Company’s Share of SSAT’s Net Income (2)

(1) Includes earnings and losses from equity method investment held by SSAT less earnings and losses allocated to non-controlling interests.

(1) Includes income and losses from equity method investment held by SSAT less income and losses allocated to non-controlling interests.

(2) The Company records its share of net income from SSAT in costs and expenses in the Condensed Consolidated Statement of Income and Comprehensive Income due to the nature of SSAT’s operations.

The Company’s investment in SSAT was $ 101.5 million and $ 96.2 million at March 31, 2026 and December 31, 2025, respectively.

The Company’s investment in SSAT was $ 106.2 million and $ 96.2 million at June 30, 2026 and December 31, 2025, respectively.

PROPERTY AND EQUIPMENT

Property and equipment as of March 31, 2026 and December 31, 2025 consisted of the following:

Property and equipment as of June 30, 2026 and December 31, 2025 consisted of the following:

(In millions)

1 unchanged sentence

Terminal equipment and other property

New vessel construction in progress

Vessel construction in progress

Other construction in progress

2 unchanged sentences

Total Property and Equipment, net

New vessel construction in progress at March 31, 2026 and December 31, 2025 includes milestone progress payments, capitalized interest and other costs related to the construction of three new Aloha Class vessels.

Vessel construction in progress at June 30, 2026 and December 31, 2025 includes milestone progress payments, capitalized interest and other costs related to the construction of three new vessels.

Delivery of the vessels are expected during the first quarter 2027, the third quarter 2027 and the second quarter 2028.

GOODWILL AND INTANGIBLES

Goodwill by segment as of March 31, 2026 and December 31, 2025 consisted of the following:

As of March 31, 2026

The Company’s goodwill and intangibles are described in Note 6 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Goodwill by reportable segment as of June 30, 2026 and December 31, 2025 consisted of the following:

As of June 30, 2026

As of December 31, 2025

2 unchanged sentences

Transportation

Intangible assets as of March 31, 2026 and December 31, 2025 consisted of the following:

Intangible assets by reportable segment as of June 30, 2026 and December 31, 2025 consisted of the following:

(In millions)

8 unchanged sentences

The Company considered the general economic and market conditions and its impact on the performance of each of the Company’s reporting units.

Based on the Company’s assessment of its market capitalization, future forecasts and the amount of excess of fair value over the carrying value of the reporting units in the 2025 annual impairment tests, the Company concluded that an impairment triggering event did not occur during the three months ended March 31, 2026.

The Company continues to monitor events and changes in circumstances that could negatively impact the key assumptions used in determining the fair value, including the amount and timing of estimated future cash flows generated by the reporting units, long-term growth and discount rates, comparable company market valuations, and industry and economic trends, including the impact of tariffs.

2 unchanged sentences

The Capital Construction Fund (“CCF”) is described in Note 7 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

A summary of the activities within the CCF cash and cash equivalents, and investments account for the three months ended March 31, 2026 and 2025 consisted of the following:

Three Months Ended

A summary of the activities within the CCF cash and cash equivalents, and CCF investments account for the six months ended June 30, 2026 and 2025 consisted of the following:

Six Months Ended

(In millions)

16 unchanged sentences

Treasury obligations fund with daily liquidity.

At March 31, 2026, these short-term securities had a weighted average life of 103 days .

At June 30, 2026, these short-term securities had a weighted average life of 99 days .

CCF Investments:

1 unchanged sentence

Such accretion is included in interest income in the Condensed Consolidated Statements of Income and Comprehensive Income.

As of March 31, 2026, CCF investments maturities are as follows:

March 31, 2026

CCF Maturities:

As of June 30, 2026, CCF investments maturities are as follows:

June 30, 2026

Year (in millions)

1 unchanged sentence

Total CCF investments

CCF cash and cash equivalents, and investments are classified as a long-term asset in the Company’s Condensed Consolidated Balance Sheets as the Company intends to use withdrawals to fund qualified milestone progress payments for the construction of three new Jones Act vessels.

CCF Assigned Accounts Receivable:

As of March 31, 2026 and December 31, 2025, eligible accounts receivable of $ 82.0 million and $ 82.3 million were assigned to the CCF, respectively.

As of June 30, 2026 and December 31, 2025, eligible accounts receivable of $ 82.3 million and $ 82.3 million were assigned to the CCF, respectively.

Due to the nature of the assignment of eligible accounts receivable into the CCF, such assigned amounts are classified as part of accounts receivable in the Condensed Consolidated Balance Sheets.

The Company’s debt is described in Note 8 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

As of March 31, 2026 and December 31, 2025, the Company’s debt consisted of the following:

The Company’s debt is described in Note 8 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Total debt as of June 30, 2026 and December 31, 2025 consisted of the following:

(In millions)

6 unchanged sentences

Revolving credit facility, maturity date of July 23, 2030

Current portion

Current portion of debt

Total Long-term Debt

2 unchanged sentences

Revolving Credit Facility:

As of March 31, 2026, the Company had $ 544.3 million of remaining borrowing availability under its $ 550 million revolving credit facility.

The Company used $ 5.7 million of the revolving credit facility for letters of credit outstanding as of March 31, 2026.

Borrowings under the revolving credit facility are classified as long-term debt in the Company’s Consolidated Balance Sheets, as principal payments are not required until the maturity date.

As of June 30, 2026, the Company had $ 544.2 million of remaining borrowing availability under its $ 550 million revolving credit facility.

The Company used $ 5.8 million of the revolving credit facility for letters of credit outstanding as of June 30, 2026.

Borrowings under the revolving credit facility are classified as long-term debt in the Company’s Condensed Consolidated Balance Sheets, as principal payments are not required until the maturity date.

Debt Maturities:

As of March 31, 2026, debt maturities are as follows:

As of June 30, 2026, debt maturities are as follows:

Year (in millions)

March 31, 2026

June 30, 2026

Remainder of 2026

1 unchanged sentence

Components of Lease Cost:

Components of lease cost recorded in the Company’s Condensed Consolidated Statement of Income and Comprehensive Income for the three months ended March 31, 2026 and 2025 consisted of the following:

Components of lease cost recorded in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2026 and 2025 consisted of the following:

Three Months Ended

Six Months Ended

(In millions)

4 unchanged sentences

Total lease cost, net

Future minimum lease payments of operating lease liabilities that have non-cancelable lease terms in excess of one year at March 31, 2026 are as follows:

Minimum Lease Payments :

Future minimum lease payments of operating lease liabilities that have non-cancelable lease terms in excess of one year at June 30, 2026 are as follows:

Year (in millions)

March 31, 2026

June 30, 2026

Remainder of 2026

Total lease payments

Operating lease interest

Present value of operating lease liabilities

Short-term portion

Current portion of operating lease liabilities

Long-term operating lease liabilities

The Company’s income taxes are described in Note 10 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

On July 4, 2025, new legislation commonly referred to as the One Big Beautiful Bill Act (the “Act”) was signed into law.

Among other things, the Act provides for numerous changes to existing tax law including extending or making permanent certain tax provisions of the Tax Cuts and Jobs Act of 2017 that were set to expire.

Certain provisions of the Act were effective in fiscal 2025, while others are effective in fiscal 2026 and future years.

The application of the Act did not have a material impact on the Company’s effective tax rate during the three months ended March 31, 2026.

Income Taxes:

Income taxes consist of the following for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Income taxes consist of the following for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30,

Six Months Ended June 30,

(In millions)

2 unchanged sentences

Total income taxes

Income Tax Legislation:

On July 4, 2025, new legislation commonly referred to as the One Big Beautiful Bill Act (the “Act”) was signed into law.

Certain provisions of the Act were effective in fiscal 2025 and in the beginning of fiscal 2026, while others are effective in future years.

The application of the Act did not have a material impact on the Company’s effective tax rate during the three and six months ended June 30, 2026 and 2025.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the three months ended March 31, 2026 consisted of the following:

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the six months ended June 30, 2026 consisted of the following:

Comprehensive

7 unchanged sentences

Balance at March 31, 2026

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the three months ended March 31, 2025 consisted of the following:

Amortization of prior service credit

Amortization of net actuarial loss

Foreign currency exchange

Balance at June 30, 2026

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the six months ended June 30, 2025 consisted of the following:

Comprehensive

7 unchanged sentences

Balance at March 31, 2025

Amortization of prior service credit

Amortization of net actuarial gain (loss)

Foreign currency exchange

Balance at June 30, 2025

FAIR VALUE OF FINANCIAL INSTRUMENTS

8 unchanged sentences

The fair value of fixed rate debt is calculated based upon interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements.

The carrying value and fair value of the Company’s financial instruments as of March 31, 2026 and December 31, 2025 are as follows:

The carrying value and fair value of the Company’s financial instruments as of June 30, 2026 and December 31, 2025 are as follows:

Quoted Prices in

5 unchanged sentences

(In millions)

March 31, 2026

Fair Value Measurements at March 31, 2026

June 30, 2026

Fair Value Measurements at June 30, 2026

Cash and cash equivalents

CCF - Cash and cash equivalent

CCF - Cash and cash equivalents

CCF - Investments

4 unchanged sentences

Cash and cash equivalents

CCF - Cash and cash equivalent

CCF - Cash and cash equivalents

CCF - Investments

3 unchanged sentences

The calculation of diluted earnings per share includes the dilutive effect of non-vested restricted stock units.

The computation of weighted average common shares outstanding excluded a nominal amount of anti-dilutive restricted stock units for each period ended March 31, 2026 and 2025.

The computations for basic and diluted earnings per share for the three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

The computation of weighted average common shares outstanding excluded a nominal amount of anti-dilutive restricted stock units for each period ended June 30, 2026 and 2025.

The computations for basic and diluted earnings per share for the three and six months ended June 30, 2026 and 2025 are as follows:

Three Months Ended June 30, 2026

Six Months Ended June 30, 2026

(In millions, except per share amounts)

Effect of Dilutive Securities

Three Months Ended June 30, 2025

Six Months Ended June 30, 2025

(In millions, except per share amounts)

Effect of Dilutive Securities

SHARE-BASED AWARDS

The Company’s share-based awards are described in Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 .

During the three months ended March 31, 2026, the Company granted time-based restricted stock units and performance-based shares to certain of its employees totaling approximately 260,900 shares, with a combined weighted average grant date fair value of $ 116.28 per share.

Total share-based compensation expense, net of forfeitures recognized in the Condensed Consolidated Statements of Income and Comprehensive Income as a component of general and administrative expenses was $ 5.5 million and $ 5.8 million for the three months ended March 31, 2026 and 2025, respectively.

Total unrecognized compensation cost related to non-vested stock units and performance based equity awards was $ 36.5 million at March 31, 2026, and is expected to be recognized over a weighted average period of approximately 2.1 years.

During the three and six months ended June 30, 2026, the Company granted time-based restricted stock units and performance-based shares to certain of its employees totaling approximately 6,500 shares and 267,400 shares, with a combined weighted average grant date fair value of $ 170.13 and $ 117.58 per share, respectively.

Total share-based compensation expense, net of forfeitures recognized in the Condensed Consolidated Statements of Income and Comprehensive Income as a component of general and administrative expenses was $ 6.2 million and $ 5.9 million for the three months ended June 30, 2026 and 2025, and $ 11.7 million and $ 11.7 million for the six months ended June 30, 2026 and 2025, respectively.

Total unrecognized compensation cost related to non-vested stock units and performance based equity awards was $ 33.4 million at June 30, 2026, and is expected to be recognized over a weighted average period of approximately 1.9 years.

PENSION AND POST-RETIREMENT PLANS

The Company’s pension and post-retirement plans are described in Note 11 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 .

Components of net periodic benefit cost and other amounts recognized in Other Comprehensive Income (Loss) for the qualified pension plans and the post-retirement benefit plans for the three months ended March 31, 2026 and 2025 consisted of the following:

Components of net periodic benefit cost and other amounts recognized in Other Comprehensive Income (Loss) for the qualified pension plans and the post-retirement benefit plans for the three and six months ended June 30, 2026 and 2025 consisted of the following:

Pension Benefits

Post-retirement Benefits

Three Months Ended March 31,

Three Months Ended June 30,

(In millions)

4 unchanged sentences

Amortization of prior service credit

Net periodic benefit cost (credit)

Net periodic benefit credit

Pension Benefits

Post-retirement Benefits

Six Months Ended June 30,

(In millions)

Components of net periodic benefit cost (credit):

Interest cost

Expected return on plan assets

Amortization of net actuarial loss (gain)

Amortization of prior service credit

Net periodic benefit credit

COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements