What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 116 added, 267 removed, 409 unchanged (48% of the section changed)

2 unchanged sentences

CONSOLIDATED CONDENSED BALANCE SHEETS

September 30,

(In thousands, except share information)

1 unchanged sentence

Cash and cash equivalents

Escrow deposit

Prepaid expenses and other

4 unchanged sentences

Net property and equipment

Escrow deposit

Other noncurrent assets

14 unchanged sentences

192,000,000 shares authorized;

81,520,424 shares at September 30, 2025, and 81,463,938 shares at December 31, 2024, issued and outstanding

81,589,135 shares at March 31, 2026, and 81,542,174 shares at December 31, 2025, issued and outstanding

Additional paid-in capital

5 unchanged sentences

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

Ended September 30,

Ended March 31,

(In thousands, except per share information)

29 unchanged sentences

Dividends on common stock, $ 0.18 per share

Balance at June 30, 2025

Share-based payment arrangement compensation expense

Dividends on common stock, $ 0.06 per share

Balance at September 30, 2025

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

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS ’ EQUITY

(In thousands)

Balance at December 31, 2025

4 unchanged sentences

Balance at March 31, 2026

Issuance of common stock from share-based payment arrangement exercises

Share-based payment arrangement compensation expense

Dividends on common stock, $ 0.06 per share

Balance at June 30, 2024

Issuance of common stock from share-based payment arrangement exercises

Share-based payment arrangement compensation expense

Dividends on common stock, $ 0.06 per share

Balance at September 30, 2024

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

1 unchanged sentence

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Ended September 30,

Ended March 31,

(In thousands)

29 unchanged sentences

Operating lease assets and liabilities acquired

Supplemental disclosure of cash flow information:

Cash paid for income taxes

Reconciliation of cash and cash equivalents and escrow deposit in the consolidated condensed balance sheets:

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025

THREE MONTHS ENDED MARCH 31, 2026

(1) Consolidated Condensed Financial Statements

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Basic and diluted earnings per common share were computed as follows:

Ended September 30,

Ended March 31,

(In thousands, except per share amounts)

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Diluted earnings per common share

Options totaling 672,071 and 632,398 equivalent shares for the three-month and nine-month periods ended September 30, 2025, respectively, and 522,300 and 518,200 equivalent shares for the three-month and nine-month periods ended September 30, 2024, respectively, were outstanding but were not included in the calculation of diluted earnings per share because including the options in the denominator would be antidilutive, or decrease the number of weighted-average shares, due to their exercise prices exceeding the average market price of the common shares, or because inclusion of average unrecognized compensation expense in the calculation would cause the options to be antidilutive.

Unvested performance unit awards totaling 154,059 equivalent shares for each of the three-month and nine-month periods ended September 30, 2025, and 141,320 equivalent shares for each of the three-month and nine-month periods ended September 30, 2024, were considered outstanding but were not included in the calculation of diluted earnings per share because inclusion of average unrecognized compensation expense in the calculation would cause the performance units to be antidilutive.

Options totaling 572,100 and 605,371 equivalent shares were outstanding but were not included in the calculation of diluted earnings per share for the three-month periods ended March 31, 2026 and March 31, 2025, respectively, because including the options in the denominator would be antidilutive, or decrease the number of weighted-average shares, due to their exercise prices exceeding the average market price of the common shares, or because inclusion of average unrecognized compensation expense in the calculation would cause the options to be antidilutive.

Unvested performance awards totaling 108,512 and 114,276 equivalent shares for the three-month periods ended March 31, 2026 and March 31, 2025, respectively, were considered outstanding but were not included in the calculation of diluted earnings per share because inclusion of average unrecognized compensation expense in the calculation would cause the performance awards to be antidilutive.

(3) Long-Term Debt

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The credit agreement amends, restates and continues in its entirety our previous credit agreement, as amended.

At September 30, 2025, there was no outstanding principal balance on the facility.

At March 31, 2026, there was no outstanding principal balance on the facility.

As of that date, we had outstanding standby letters of credit to guarantee settlement of self-insurance claims of $ 24.1 million and remaining borrowing availability of $ 5.9 million.

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This facility bears interest at a variable rate based on the Term SOFR Rate plus applicable margins.

The interest rate for the facility that would apply to outstanding principal balances was 7.25 % at September 30, 2025.

The interest rate for the facility that would apply to outstanding principal balances was 6.75 % at March 31, 2026.

Our credit agreement effective in August 2022 prohibits us from paying, in any fiscal year, stock redemptions and dividends in excess of $ 150 million.

The current credit agreement also contains restrictive covenants which, among other matters, require us to maintain compliance with cash flow leverage and fixed charge coverage ratios.

We were in compliance with all covenants at September 30, 2025 and December 31, 2024.

The credit agreement also contains restrictive covenants which, among other matters, require us to maintain compliance with cash flow leverage and fixed charge coverage ratios.

We were in compliance with all covenants at March 31, 2026 and December 31, 2025.

(4) Related Party Transactions

We purchase tires and obtain related services from Bauer Built, Inc., or BBI.

Bauer, the chairman of the board and chief executive officer of BBI, is one of our directors.

We paid BBI $ 22,000 in each of the first nine months of 2025 and 2024 for tires and related services.

In addition, we paid $ 1.2 million in the first nine months of 2025 and $ 1.7 million in the first nine months of 2024 to tire manufacturers for tires that were provided by BBI.

BBI received commissions from the tire manufacturers related to these purchases.

We paid Durand Builders Service, Inc.

$ 8,000 in the first nine months of 2024 for building repairs and had no transactions with that company in the first nine months of 2025.

Hagness, one of our directors, is the chief executive officer and principal stockholder of Durand Builders Service, Inc.

We purchase tires and obtain related services from a company in which one of our directors is the chairman of the board and chief executive officer.

We paid that company $ 40,000 in the first three months of 2026 and $ 100 in the first three months of 2025 for tires and related services.

In addition, we paid $ 289,000 in the first three months of 2026 and $ 166,000 in the first three months of 2025 to tire manufacturers for tires that were provided by the same company.

The same company received commissions from the tire manufacturers related to these purchases.

(5) Share Repurchase Program

In August 2019, our Board of Directors approved and we announced an increase from current availability in our existing share repurchase program providing for the repurchase of up to $ 34.0 million, or approximately 1.8 million shares, of our common stock, which was increased by our Board of Directors to 2.7 million shares in August 2020 to reflect the three -for- two stock split effected in the form of a stock dividend in August 2020.

In May 2022, our Board of Directors approved and we announced an additional increase from current availability in our existing share repurchase program providing for the repurchase of up to $ 50.0 million, or approximately 3.1 million shares of our common stock.

Our existing share repurchase program currently provides for the repurchase of up to $ 50.0 million.

The share repurchase program allows purchases on the open market or through private transactions in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

1 unchanged sentence

The repurchase program does not have an expiration date.

We repurchased and retired 1.3 million shares of common stock for $ 25.0 million in the first quarter of 2022, and 963,000 shares of common stock for $ 16.8 million in the second quarter of 2022.

We have not repurchased any shares since the second quarter of 2022.

As of September 30, 2025, future repurchases of up to $ 33.2 million, or approximately 2.2 million shares, were available in the share repurchase program.

We have not repurchased any shares under this program since the second quarter of 2022.

As of March 31, 2026, future repurchases of up to $ 33.2 million were available in the share repurchase program.

(6) Dividends

In 2010, we announced a regular cash dividend program to our stockholders, subject to approval each quarter.

Quarterly cash dividends of $ 0.06 per share of common stock were paid in each of the first three quarters of 2025 and 2024 which totaled $ 14.7 million in each period.

Quarterly cash dividends of $ 0.06 per share of common stock were paid in each of the first quarters of 2026 and 2025 which totaled $ 4.9 million in each period.

(7) Accounting for Share-based Payment Arrangement Compensation

We account for share-based payment arrangements in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 718, Compensation – Stock Compensation .

During the first nine months of 2025, there were no significant changes to the structure of our stock-based award plans.

Pre-tax compensation expense related to stock options and performance awards recorded in the first nine months of 2025 and 2024 was $ 1.5 million and $ 1.8 million, respectively.

During the first three months of 2026, there were no significant changes to the structure of our stock-based award plans.

Pre-tax compensation expense related to stock options and performance awards recorded in the first three months of 2026 and 2025 was $ 135,000 and $ 407,000 , respectively.

(8) Fair Value of Financial Instruments

1 unchanged sentence

(9) Commitments and Contingencies

We are committed to new revenue equipment purchases of $ 32.9 million for the remainder of 2025.

We are committed to new revenue equipment purchases of $ 130.4 million in the remainder of 2026 and $ 31.2 million in 2027.

Operating lease obligation expenditures through 2028 total $ 434,000 .

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For both policy years, we are also responsible for an annual $ 5.0 million aggregate for claims between $ 10.0 million and $ 20.0 million.

For the policy year effective June 1, 2023, we are responsible for the first $ 1.0 million on each auto liability claim with no aggregates.

We continue to be responsible for the first $ 750,000 on each workers’ compensation claim.

We maintain insurance coverage for per-incident and total losses in excess of these risk retention levels in amounts we consider adequate based upon historical experience and our ongoing review, and reserve currently for the estimated cost of the uninsured portion of pending claims.

We maintain insurance coverage with licensed insurance carriers for per-incident and total losses in excess of the amounts for which we self-insure up to specified policy limits and outside of certain liability tiers for which we retain liability.

The level of our insurance coverage is in amounts we consider adequate based upon historical experience and our ongoing review.

We reserve currently for the estimated cost of the uninsured portion of pending claims.

We are also involved in other legal actions that arise in the ordinary course of business.

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As such, future liability claims or adverse developments in existing claims could have a materially adverse effect on our consolidated condensed financial statements.

Information is provided below for such existing claims, with the eventual outcome for each claim dependent on the results of additional discovery, future court rulings, and potentially trial and appeal.

Marten intends to continue to vigorously defend itself in each matter.

On July 8, 2020, a lawsuit was filed against us on behalf of Raul Martinez, individually and all others similarly situated.

The lawsuit, which was filed in and is currently pending in the Superior Court of the State of California for the County of San Diego, alleges that we did not properly compensate drivers for sleeper berth time, layover time, meal breaks, rest periods, and personal cell phone usage, did not provide drivers with proper wage statements or final pay in violation of California law, and violated California’s Unfair Competition Law and Labor Code.

On May 9, 2024, a lawsuit was filed against us on behalf of Malik Wallace, Duane Partridge and Anthony Rogers, individually and all others similarly situated.

The lawsuit, which was filed in Washington State Court and removed to the United States District Court, Western District of Washington in Seattle, alleges that we violated Washington’s wage transparency law.

On August 21, 2024, a lawsuit was filed against us on behalf of Alexander W.

Jackson, individually and all others similarly situated.

The lawsuit, which was filed in the Superior Court of the State of California for the County of Riverside and removed to the United States District Court, Central District of California in Riverside, alleges that we failed to properly compensate drivers relating to minimum wages, meal periods and rest breaks, failed to provide proper wage statements, and violated California’s Unfair Competition Law and Labor Code.

On January 16, 2026, a lawsuit was filed against us on behalf of Harley Courtney, individually and all others similarly situated.

The lawsuit, which was filed in the Superior Court for the State of Washington in and for the County of King County, alleges that we did not properly compensate drivers for overtime wages in violation of Washington law.

(10) Sale of Intermodal Business Assets

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The escrow agreement is set to expire in December 2026.

Accordingly, the escrow deposit is classified as a non-current asset.

Accordingly, the escrow deposit is classified as a current asset.

(11) Revenue and Business Segments

We account for our revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers .

We combine our six current operating segments into four reporting segments (Truckload, Dedicated, Intermodal and Brokerage) for financial reporting purposes.

We combine our five current operating segments (Temperature-Sensitive and Dry Truckload, Dedicated, Brokerage and MRTN de Mexico), along with our Intermodal operating segment which was sold effective September 30, 2025, into four reporting segments (Truckload, Dedicated, Brokerage and Intermodal) for financial reporting purposes.

These four reporting segments are also the appropriate categories for the disaggregation of our revenue under FASB ASC 606.

As discussed in Note 10, our Intermodal operations were sold effective September 30, 2025.

We have strategically transitioned from a refrigerated long-haul carrier to a multifaceted business offering a network of time and temperature-sensitive and dry truck-based transportation and distribution capabilities across our six distinct business platforms – Temperature-Sensitive and Dry Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico.

Our Truckload segment provides a combination of regional short-haul and medium-to-long-haul full-load transportation services.

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Our agreements with customers are typically for one year.

Our Dedicated segment provides customized transportation solutions tailored to meet individual customers’ requirements, utilizing temperature-controlled trailers, dry vans and other specialized equipment within the United States.

Our Dedicated segment provides customized transportation solutions tailored to meet each individual customer’s requirements, utilizing temperature-controlled trailers, dry vans and other specialized equipment within the United States.

Our agreements with customers range from three to five years and are subject to annual rate reviews.

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We also analyze our average Truckload and Dedicated revenue, net of fuel surcharges, per total mile, non-revenue miles percentage, the miles per tractor we generate, our fuel surcharge revenue, our accessorial revenue and our other sources of operating revenue.

Our Intermodal segment transported our customers’ freight within the United States utilizing our refrigerated containers on railroad flatcars for portions of trips, with the balance of the trips using our tractors or, to a lesser extent, contracted carriers.

The main factors that affected our Intermodal revenue were the rate per mile and other charges we received from our customers.

As discussed in Note 10, our Intermodal operations were sold effective September 30, 2025.

Our Brokerage segment develops contractual relationships with and arranges for third-party carriers to transport freight for our customers in temperature-controlled trailers and dry vans within the United States and into and out of Mexico through Marten Transport Logistics, LLC, which was established in 2007 and operates pursuant to brokerage authority granted by the United States Department of Transportation, or DOT.

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Operating results of our MRTN de Mexico business, which offers our customers door-to-door service between the United States and Mexico with our Mexican partner carriers, is reported within our Truckload and Brokerage segments.

The main factors that affected our Intermodal revenue were the rate per mile and other charges we received from our customers.

As discussed in Note 10, our Intermodal operations were sold effective September 30, 2025.

Our customer agreements are typically for one-year terms except for our Dedicated agreements which range from three to five years with annual rate reviews.

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We base our calculation of the amount of revenue to record in each period for individual loads picking up in one period and delivering in the following period using the number of hours estimated to be incurred within each period applied to each estimated transaction price.

Contract assets for this estimated revenue which are classified within prepaid expenses and other within our consolidated condensed balance sheets were $ 1.9 million and $ 1.6 million as of September 30, 2025 and December 31, 2024, respectively.

We had no impairment losses on contract assets in the first nine months of 2025 or 2024.

Contract assets for this estimated revenue which are classified within prepaid expenses and other within our consolidated condensed balance sheets were $ 1.8 million and $ 1.4 million as of March 31, 2026 and December 31, 2025, respectively.

We had no impairment losses on contract assets in the first three months of 2026 or in 2025.

We bill our customers for loads after delivery is complete with standard payment terms of 30 days.

We account for revenue of our Intermodal and Brokerage segments and revenue on freight transported by independent contractors within our Truckload and Dedicated segments on a gross basis because we are the principal service provider controlling the promised service before it is transferred to each customer.

We account for revenue of our Brokerage segment and formerly of our Intermodal segment, along with revenue on freight transported by independent contractors within our Truckload and Dedicated segments, on a gross basis because we are the principal service provider controlling the promised service before it is transferred to each customer.

We are primarily responsible for fulfilling the promise to provide each specified service to each customer.

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We also have complete control and discretion in establishing the price for each specified service.

Accordingly, all such revenue billed to customers is classified as operating revenue and all corresponding payments to carriers for transportation services we arrange in connection with brokerage and intermodal activities and to independent contractor providers of revenue equipment are classified as purchased transportation expense within our consolidated condensed statements of operations.

Accordingly, all such revenue billed to customers is classified as operating revenue and all corresponding payments to carriers for transportation services we arrange in connection with brokerage and formerly intermodal activities and to independent contractor providers of revenue equipment are classified as purchased transportation expense within our consolidated condensed statements of operations.

The following table sets forth for the periods indicated our operating revenue and operating income by segment.

We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment.

Ended September 30,

Ended March 31,

(In thousands)

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Total Dedicated revenue

Brokerage revenue

Intermodal revenue, net of fuel surcharge revenue

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Total Intermodal revenue

Brokerage revenue

Total operating revenue

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We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment.

Three Months Ended September 30, 2025 Segment Operating Results

(In thousands)

Operating revenue

Operating expense (income):

Salaries, wages and benefits

Purchased transportation

Fuel and fuel taxes

Supplies and maintenance

Operating taxes and licenses

Insurance and claims

Communications and utilities

Gain on disposition of revenue equipment

Total operating expenses

Operating income/(loss)

Operating ratio

Operating ratio, net of fuel surcharges

Nine Months Ended September 30, 2025 Segment Operating Results

(In thousands)

Operating revenue

Operating expense (income):

Salaries, wages and benefits

Purchased transportation

Fuel and fuel taxes

Supplies and maintenance

Operating taxes and licenses

Insurance and claims

Communications and utilities

Gain on disposition of revenue equipment

Total operating expenses

Operating income/(loss)

Operating ratio

Operating ratio, net of fuel surcharges

Three Months Ended September 30, 2024 Segment Operating Results

Three Months Ended March 31, 2026 Segment Operating Results

(In thousands)

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Operating ratio, net of fuel surcharges

Nine Months Ended September 30, 2024 Segment Operating Results

Three Months Ended March 31, 2025 Segment Operating Results

(In thousands)

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This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those included in our Form 10-K, Part I, Item 1A for the year ended December 31, 2024.

We do not assume, and specifically disclaim, any obligation to update any forward-looking statement contained in this report.

We have strategically transitioned from a refrigerated long-haul carrier to a multifaceted business offering a network of time and temperature-sensitive and dry truck-based transportation and distribution capabilities across our current five distinct business platforms – Temperature-Sensitive and Dry Truckload, Dedicated, Brokerage and MRTN de Mexico.

As discussed in Note 10, our Intermodal operations were sold effective September 30, 2025.

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The main factors that affected our Intermodal revenue were the rate per mile and other charges we received from our customers.

As discussed in Note 10, our Intermodal operations were sold effective September 30, 2025.

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The main factors that affected our Intermodal revenue were the rate per mile and other charges we received from our customers.

As discussed in Note 10, our Intermodal operations were sold effective September 30, 2025.

In addition to the factors discussed above, our operating revenue is also affected by, among other things, the United States economy, inventory levels, the level of truck and rail capacity in the transportation market, a contracting driver market, severe weather conditions and specific customer demand.

Our operating revenue decreased $59.7 million, or 8.1%, in the first nine months of 2025 from the first nine months of 2024.

Our operating revenue, net of fuel surcharges, decreased $43.6 million, or 6.8%, compared with the first nine months of 2024.

Truckload segment revenue, net of fuel surcharges, decreased 4.1% from the first nine months of 2024, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

Dedicated segment revenue, net of fuel surcharges, decreased 10.7% from the first nine months of 2024, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

Intermodal segment revenue, net of fuel surcharges, decreased 24.8% from the first nine months of 2024, primarily due to decreases in both our number of loads and our revenue per load.

Brokerage segment revenue decreased 0.7% from the first nine months of 2024, primarily due to a decrease in our revenue per load, partially offset by an increase in our number of loads.

Fuel surcharge revenue decreased to $80.0 million in the first nine months of 2025 from $96.1 million in the first nine months of 2024.

Our operating revenue decreased $19.6 million, or 8.8%, in the first three months of 2026 from the first three months of 2025.

Our operating revenue, net of fuel surcharges, decreased $18.6 million, or 9.5%, compared with the first three months of 2025.

Truckload segment revenue, net of fuel surcharges, decreased 0.9% from the first three months of 2025, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

Dedicated segment revenue, net of fuel surcharges, decreased 14.8% from the first three months of 2025, also primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

Brokerage segment revenue increased 5.0% from the first three months of 2025, primarily due to an increase in our number of loads, partially offset by a decrease in our revenue per load.

Intermodal segment revenue, net of fuel surcharges, decreased 100% from the first three months of 2025.

Fuel surcharge revenue decreased to $26.4 million in the first three months of 2026 from $27.4 million in the first three months of 2025.

Our profitability is impacted by the variable costs of transporting freight for our customers, fixed costs, and expenses containing both fixed and variable components.

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To help further reduce fuel expense, we have installed and tightly manage the use of auxiliary power units in our tractors to provide climate control and electrical power for our drivers without idling the tractor engine, and also have improved the fuel usage in the temperature-control units on our trailers.

For our Intermodal and Brokerage segments, our profitability is impacted by the percentage of revenue which is payable to the providers of the transportation services we arrange.

For our Brokerage segment and formerly our Intermodal segment, our profitability is impacted by the percentage of revenue which is payable to the providers of the transportation services we arrange.

This expense is included within purchased transportation in our consolidated condensed statements of operations.

Our operating income declined 30.8% to $18.3 million in the first nine months of 2025 from $26.5 million in the first nine months of 2024.

Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 97.3% in the first nine months of 2025 and 96.4% in the first nine months of 2024.

Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, increased to 96.9% in the first nine months of 2025 from 95.8% in the first nine months of 2024.

Our net income declined 35.4% to $13.7 million, or $0.17 per diluted share, in the first nine months of 2025 from $21.3 million, or $0.26 per diluted share, in the first nine months of 2024.

Our operating income declined 72.8% to $1.6 million in the first three months of 2026 from $5.9 million in the first three months of 2025.

Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 99.2% in the first three months of 2026 and 97.4% in the first three months of 2025.

Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, increased to 99.1% in the first three months of 2026 from 97.0% in the first three months of 2025.

Our net income declined 68.1% to $1.4 million, or $0.02 per diluted share, in the first three months of 2026 from $4.3 million, or $0.05 per diluted share, in the first three months of 2025.

Our business requires substantial ongoing capital investments, particularly for new tractors and trailers.

At September 30, 2025, we had $54.5 million of cash and cash equivalents and an escrow deposit, $768.2 million in stockholders’ equity and no long-term debt outstanding.

In the first nine months of 2025, net cash flows provided by operating activities of $87.9 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $32.4 million, to pay cash dividends of $14.7 million and to purchase other assets in the amount of $3.3 million, resulting in a $37.2 million increase in cash and cash equivalents and an escrow deposit.

At March 31, 2026, we had $74.8 million of cash and cash equivalents and an escrow deposit, $764.2 million in stockholders’ equity and no long-term debt outstanding.

In the first three months of 2026, net cash flows provided by operating activities of $33.0 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $2.7 million and to pay cash dividends of $4.9 million, resulting in a $26.5 million increase in cash and cash equivalents and an escrow deposit.

We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $100 million for the remainder of 2026.

Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first three quarters of 2025 which totaled $14.7 million.

Quarterly cash dividends of $0.06 per share of common stock were paid in the first three months of 2026, which totaled $4.9 million.

We believe our sources of liquidity are adequate to meet our current and anticipated needs for at least the next twelve months.

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The following table sets forth for the periods indicated certain operating statistics regarding our revenue and operations:

Ended September 30,

Ended March 31,

Truckload Segment:

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Total miles (in thousands)

Brokerage Segment:

Revenue (in thousands)

Intermodal Segment:

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Average tractors

Brokerage Segment:

Revenue (in thousands)

Includes tractors driven by both company-employed drivers and independent contractors.

Independent contractors provided 83 and 94 tractors as of September 30, 2025 and 2024, respectively.

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

Independent contractors provided 77 and 82 tractors as of March 31, 2026 and 2025, respectively.

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

The following table sets forth for the periods indicated our operating revenue, operating income and operating ratio by segment, along with the change for each component:

September 30,

(Dollars in thousands)

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Total Dedicated revenue

Brokerage revenue

Intermodal revenue, net of fuel surcharge revenue

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Total Intermodal revenue

Brokerage revenue

Total operating revenue

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Our operating revenue, net of fuel surcharges, decreased $18.6 million, or 9.5%, to $177.2 million in the 2026 period from $195.8 million in the 2025 period.

This decrease in the 2025 period was due to a $6.2 million decrease in Dedicated revenue, net of fuel surcharges, a $3.9 million decrease in Intermodal revenue, net of fuel surcharges, a $3.1 million decrease in Truckload revenue, net of fuel surcharges, and a $632,000 decrease in Brokerage revenue.

This decrease in the 2026 period was primarily due to a $9.2 million decrease in Dedicated revenue, net of fuel surcharges, a $796,000 decrease in Truckload revenue, net of fuel surcharges, a $1.7 million increase in Brokerage revenue and a $10.3 million decrease in Intermodal revenue, net of fuel surcharges.

Fuel surcharge revenue decreased to $26.4 million in the 2026 period from $27.4 million in the 2025 period.

Truckload segment revenue decreased $3.6 million, or 3.3%, to $104.8 million in the 2025 period from $108.4 million in the 2024 period.

Truckload segment revenue, net of fuel surcharges, decreased $3.1 million, or 3.4%, to $90.1 million in the 2025 period from $93.3 million in the 2024 period, primarily due to a decrease in both our average fleet size and average revenue per tractor.

Truckload segment revenue increased $999,000, or 1.0%, to $105.4 million in the 2026 period from $104.4 million in the 2025 period.

Truckload segment revenue, net of fuel surcharges, decreased $796,000, or 0.9%, to $89.3 million in the 2026 period from $90.1 million in the 2025 period, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

The operating ratio was 100.9% in the 2026 period and 100.3% in the 2025 period.

Impacting the 2025 period operating ratio was lower average revenue per tractor, along with higher depreciation and fuel costs, both as a percentage of revenue.

Impacting the 2026 period operating ratio was higher fuel costs, partially offset by lower company driver compensation, both as a percentage of revenue, along with improved average revenue per tractor.

Dedicated segment revenue decreased $10.2 million, or 13.8%, to $63.5 million in the 2026 period from $73.6 million in the 2025 period.

Dedicated segment revenue, net of fuel surcharges, decreased 14.8%, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

The operating ratio improved to 94.9% in the 2025 period from 95.9% in the 2024 period.

Impacting the 2025 period operating ratio was improved average revenue per tractor, along with lower company driver compensation, as a percentage of revenue.

Intermodal segment revenue decreased $4.7 million, or 32.1%, to $9.9 million in the 2025 period from $14.5 million in the 2024 period.

Intermodal segment revenue, net of fuel surcharges, decreased 31.9% from the 2024 period, primarily due to decreases in both our number of loads and our revenue per load.

The operating ratio in the 2025 period improved to 103.0% from 110.6% in the 2024 period.

Impacting the 2025 period operating ratio was a decrease in our depreciation expense, partially offset by higher purchased transportation costs, both as a percentage of revenue, and by the decrease in our revenue per load.

Brokerage segment revenue decreased $632,000, or 1.6%, to $38.8 million in the 2025 period from $39.4 million in the 2024 period, primarily due to a decrease in our revenue per load, partially offset by an increase in our number of loads.

The operating ratio increased to 97.4% in the 2026 period from 93.4% in the 2025 period.

Impacting the 2026 period operating ratio was higher fuel, non-driver compensation and insurance and claims costs, all as a percentage of revenue, partially offset by increased average revenue per tractor.

Brokerage segment revenue increased $1.7 million, or 5.0%, to $34.7 million in the 2026 period from $33.0 million in the 2025 period, primarily due to an increase in our number of loads, partially offset by a decrease in our revenue per load.

The operating ratio in the 2026 period of 97.4% was up from 93.5% in the 2025 period.

This increase was primarily due to higher insurance and claims costs and an increase in the amounts payable to carriers for transportation services which we arranged, both as a percentage of revenue.

This increase was primarily due to an increase in the amounts payable to carriers for transportation services which we arranged and higher insurance and claims costs, both as a percentage of revenue.

Intermodal segment revenue was $12.1 million and revenue net of fuel surcharges was $10.3 million in the 2025 period.

The operating ratio was 107.1% in the 2025 period.

The following table sets forth for the periods indicated the dollar and percentage increase or decrease of the items in our unaudited consolidated condensed statements of operations, and those items as a percentage of operating revenue:

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Operating Revenue

September 30,

(Dollars in thousands)

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Salaries, wages and benefits consist of compensation for our employees, including both driver and non-driver employees, employees’ health insurance, 401(k) plan contributions and other fringe benefits.

These expenses vary depending upon the size of our Truckload, Dedicated and Intermodal tractor fleets, the ratio of company drivers to independent contractors, our efficiency, our experience with employees’ health insurance claims, changes in health care premiums and other factors.

These expenses vary depending upon the size of our Truckload, Dedicated and formerly our Intermodal tractor fleets, the ratio of company drivers to independent contractors, our efficiency, our experience with employees’ health insurance claims, changes in health care premiums and other factors.

Salaries, wages and benefits expense decreased $6.7 million, or 8.5%, in the 2026 period from the 2025 period.

This decrease resulted primarily from a reduction in company driver compensation expense of $4.7 million.

Purchased transportation consists of amounts payable to railroads and carriers for transportation services we arrange in connection with Brokerage and Intermodal operations and to independent contractor providers of revenue equipment.

This category will vary depending upon the amount and rates, including fuel surcharges, we pay to third-party railroad and motor carriers, the ratio of company drivers versus independent contractors and the amount of fuel surcharges passed through to independent contractors.

This decrease resulted primarily from reductions in company driver compensation expense of $6.0 million.

Purchased transportation consists of amounts payable to carriers and railroads for transportation services we arrange in connection with our Brokerage and formerly our Intermodal operations, and to independent contractor providers of revenue equipment.

This category will vary depending upon the amount and rates, including fuel surcharges, we pay to motor carriers and third-party railroads, the ratio of company drivers versus independent contractors and the amount of fuel surcharges passed through to independent contractors.

Purchased transportation expense decreased $4.2 million in total, or 11.1%, in the 2026 period from the 2025 period.

Amounts payable to carriers for transportation services we arranged in our Brokerage segment were $33.3 million in each of the 2025 and 2024 periods.

Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment decreased to $5.9 million in the 2025 period from $8.0 million in the 2024 period, primarily due to a decrease in our number of loads.

The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, decreased by $481,000 in the 2025 period.

Fuel and fuel taxes decreased by $2.3 million, or 6.3%, in the 2025 period from the 2024 period.

Amounts payable to carriers for transportation services we arranged in our Brokerage segment increased $2.3 million to $30.0 million in the 2026 period from $27.7 million in the 2025 period, primarily due to an increase in our number of loads.

Amounts payable to railroads and drayage carriers for transportation services within our Intermodal operations that were sold effective September 30, 2025 decreased by $6.5 million from the 2025 period.

The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, increased by $22,000 in the 2026 period.

Fuel and fuel taxes increased by $790,000, or 2.4%, in the 2026 period from the 2025 period.

Net fuel expense (fuel and fuel taxes net of fuel surcharge revenue and surcharges passed through to independent contractors, outside drayage carriers and railroads) increased $518,000, or 6.7%, to $8.2 million in the 2026 period from $7.7 million in the 2025 period.

Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads decreased to $1.7 million from $2.4 million in the 2024 period.

Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads decreased to $658,000 from $1.9 million in the 2025 period.

The United States Department of Energy, or DOE, national average cost of fuel increased to $4.12 per gallon from $3.63 per gallon in the 2025 period.

Our net fuel expense was 5.6% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, in the 2025 period, up from 5.2% in the 2024 period.

This price increase primarily drove the increase in our net fuel expense to 5.8% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, in the 2026 period from 4.7% in the 2025 period.

We have worked diligently to control fuel usage and costs by improving our volume purchasing arrangements and optimizing our drivers’ fuel purchases with national fuel centers, focusing on shorter lengths of haul, installing and tightly managing the use of auxiliary power units in our tractors to minimize engine idling and improving fuel usage in the temperature-control units on our trailers.

Auxiliary power units, which we have installed in our company-owned tractors, provide climate control and electrical power for our drivers without idling the tractor engine.

Supplies and maintenance consist of repairs, maintenance, tires, parts, oil and engine fluids, along with load-specific expenses including loading/unloading, tolls, pallets and trailer hostling.

Our supplies and maintenance expense decreased $879,000, or 5.3%, from the 2024 period, primarily due to lower tire and outside repair costs.

Depreciation relates to owned tractors, trailers, containers, auxiliary power units, communication units, terminal facilities and other assets.

Depreciation relates to owned tractors, trailers, auxiliary power units, communication units, terminal facilities, other assets and formerly containers.

The $2.5 million, or 9.0%, decrease in depreciation in the 2026 period was primarily due to a decrease in our average tractor, trailer and refrigerated container fleet size, partially offset by higher prices of new equipment.

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These expenses will vary primarily based upon the frequency and severity of our accident experience, our self-insured retention levels and the market for insurance.

The $2.4 million, or 17.3%, decrease in insurance and claims in the 2025 period was primarily due to decreases in our self-insured costs of physical damage claims related to our revenue equipment, workers’ compensation claims and insurance premiums, partially offset by higher self-insured auto liability claim costs.

The $132,000, or 1.0%, decrease in insurance and claims in the 2026 period was primarily due to a decrease in our self-insured auto liability claim costs, partially offset by increases in both our self-insured costs of physical damage claims related to our revenue equipment and brokerage claim costs.

Our significant self-insured retention exposes us to the possibility of significant fluctuations in claims expense between periods which could materially impact our financial results depending on the frequency, severity and timing of claims.

Gain on disposition of revenue equipment increased to $1.9 million in the 2025 period from $881,000 in the 2024 period due to increases in the average gain for our tractor and trailer sales and in the number of units sold.

Gain on disposition of revenue equipment decreased to $1.4 million in the 2026 period from $1.7 million in the 2025 period due to a reduction in the number of units sold, partially offset by an increase in the average gain for our tractor and trailer sales.

Future gains or losses on dispositions of revenue equipment will be impacted by the market for used revenue equipment, which is beyond our control.

Our operating income declined 35.9% to $2.7 million in the 2025 period from $4.3 million in the 2024 period as a result of the foregoing factors.

Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 98.8% in the 2025 period and 98.2% in the 2024 period.

The operating ratio for our Truckload segment was 101.9% in the 2025 period and 100.1% in the 2024 period, for our Dedicated segment was 94.9% in the 2025 period and 95.9% in the 2024 period, for our Intermodal segment was 103.0% in the 2025 period and 110.6% in the 2024 period, and for our Brokerage segment was 95.9% in the 2025 period and 92.6% in the 2024 period.

Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 98.6% in the 2025 period and 97.9% in the 2024 period.

Other non-operating income decreased to $213,000 from $922,000 in the 2024 period due to decreased interest income earned on our cash and cash equivalents.

Our effective income tax rate was 24.6% in the 2025 period and 27.7% in the 2024 period.

The 2025 period includes a discrete tax benefit related to a return-to-provision true-up, resulting from the finalization of the prior year tax returns.

The benefit was partially offset by increases in per diem and other non-deductible expenses as a percentage of projected earnings.

As a result of the factors described above, net income declined 40.7% to $2.2 million, or $0.03 per diluted share, in the 2025 period from $3.8 million, or $0.05 per diluted share, in the 2024 period.

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

The following table sets forth for the periods indicated our operating revenue, operating income and operating ratio by segment, along with the change for each component:

September 30,

(Dollars in thousands)

Operating revenue:

Truckload revenue, net of fuel surcharge revenue

Truckload fuel surcharge revenue

Total Truckload revenue

Dedicated revenue, net of fuel surcharge revenue

Dedicated fuel surcharge revenue

Total Dedicated revenue

Intermodal revenue, net of fuel surcharge revenue

Intermodal fuel surcharge revenue

Total Intermodal revenue

Brokerage revenue

Total operating revenue

Operating income/(loss):

Total operating income

Operating ratio:

Consolidated operating ratio

Operating ratio, net of fuel surcharges:

Consolidated operating ratio, net of fuel surcharges

Our operating revenue decreased $59.7 million, or 8.1%, to $673.5 million in the 2025 period from $733.3 million in the 2024 period.

Our operating revenue, net of fuel surcharges, decreased $43.6 million, or 6.8%, to $593.5 million in the 2025 period from $637.1 million in the 2024 period.

This decrease in the 2025 period was primarily due to a $21.7 million decrease in Dedicated revenue, net of fuel surcharges, an $11.6 million decrease in Truckload revenue, net of fuel surcharges, and a $9.5 million decrease in Intermodal revenue, net of fuel surcharges.

Fuel surcharge revenue decreased to $80.0 million in the 2025 period from $96.1 million in the 2024 period.

Truckload segment revenue decreased $16.8 million, or 5.1%, to $315.7 million in the 2025 period from $332.5 million in the 2024 period.

Truckload segment revenue, net of fuel surcharges, decreased $11.6 million, or 4.1%, to $272.7 million in the 2025 period from $284.3 million in the 2024 period, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

The operating ratio was 100.0% in the 2025 period and 99.6% in the 2024 period.

Impacting the 2025 period operating ratio was higher insurance and claims and depreciation costs, partially offset by lower company driver compensation, all as a percentage of revenue, along with improved average revenue per tractor.

Dedicated segment revenue decreased $30.2 million, or 12.5%, to $212.5 million in the 2025 period from $242.7 million in the 2024 period.

Dedicated segment revenue, net of fuel surcharges, decreased 10.7%, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

The operating ratio increased to 93.5% in the 2025 period from 92.2% in the 2024 period.

Impacting the 2025 period operating ratio was higher insurance and claims costs, as a percentage of revenue, partially offset by increased average revenue per tractor.

Intermodal segment revenue decreased $11.9 million, or 26.1%, to $33.7 million in the 2025 period from $45.5 million in the 2024 period.

Intermodal segment revenue, net of fuel surcharges, decreased 24.8% from the 2024 period, primarily due to decreases in both our number of loads and our revenue per load.

The operating ratio in the 2025 period increased to 105.6% from 105.3% in the 2024 period.

Impacting the 2025 period operating ratio was the decrease in our revenue per load along with higher purchased transportation costs, partially offset by lower company driver compensation and depreciation expense, all as a percentage of revenue.

Brokerage segment revenue decreased $828,000, or 0.7%, to $111.7 million in the 2025 period from $112.5 million in the 2024 period, primarily due to a decrease in our revenue per load, partially offset by an increase in our number of loads.

The operating ratio in the 2025 period of 94.2% was up from 92.5% in the 2024 period.

This increase was primarily due to higher insurance and claims costs and an increase in the amounts payable to carriers for transportation services which we arranged, both as a percentage of revenue.

Percentage of

Operating Revenue

September 30,

(Dollars in thousands)

Operating revenue

Operating expenses (income):

Salaries, wages and benefits

Purchased transportation

Fuel and fuel taxes

Supplies and maintenance

Operating taxes and licenses

Insurance and claims

Communications and utilities

Gain on disposition of revenue equipment

Total operating expenses

Operating income

Income before income taxes

Income taxes expense

Salaries, wages and benefits expense decreased $22.4 million, or 8.7%, in the 2025 period from the 2024 period.

This decrease resulted primarily from reductions in company driver compensation expense of $17.7 million and employees’ health insurance expense due to lower self-insured medical claims of $1.9 million.

Purchased transportation expense decreased $6.8 million in total, or 5.3%, in the 2025 period from the 2024 period.

Amounts payable to carriers for transportation services we arranged in our Brokerage segment increased $118,000 to $94.5 million in the 2025 period from $94.4 million in the 2024 period.

Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment decreased to $18.8 million in the 2025 period from $24.0 million in the 2024 period, primarily due to a decrease in the number of loads.

The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, decreased by $1.8 million in the 2025 period.

Fuel and fuel taxes decreased by $14.9 million, or 13.1%, in the 2025 period from the 2024 period.

Net fuel expense (fuel and fuel taxes net of fuel surcharge revenue and surcharges passed through to independent contractors, outside drayage carriers and railroads) decreased $1.1 million, or 4.4%, to $24.7 million in the 2025 period from $25.9 million in the 2024 period.

Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads decreased to $5.5 million from $7.8 million in the 2024 period.

The DOE national average cost of fuel decreased to $3.65 per gallon from $3.83 per gallon in the 2024 period.

Despite this price decrease, our net fuel expense was up slightly to 5.1% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, in the 2025 period from 4.9% in the 2024 period.

Our supplies and maintenance expense decreased $2.3 million, or 4.7%, from the 2024 period primarily due to lower tire, tolls and loading/unloading costs.

The $3.9 million, or 4.6%, decrease in depreciation in the 2025 period was primarily due to a decrease in our average tractor, trailer and refrigerated container fleet size, partially offset by higher prices of new equipment.

The $2.6 million, or 6.9%, increase in insurance and claims in the 2025 period was primarily due to increases in our self-insured auto liability claim costs and insurance premiums, partially offset by lower self-insured costs of physical damage claims related to our revenue equipment and workers’ compensation claims.

Gain on disposition of revenue equipment increased to $8.8 million in the 2025 period from $4.6 million in the 2024 period due to increases in the average gain for our tractor and trailer sales and in the number of units sold.

The $2.2 million, or 26.4%, decrease in other operating expenses in the 2026 period was primarily due to decreases in legal costs and chassis rental expense.

Our operating income declined 72.8% to $1.6 million in the 2026 period from $5.9 million in the 2025 period as a result of the foregoing factors.

Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 99.2% in the 2026 period and 97.4% in the 2025 period.

The operating ratio for our Truckload segment was 100.0% in the 2025 period and 99.6% in the 2024 period, for our Dedicated segment was 93.5% in the 2025 period and 92.2% in the 2024 period, for our Intermodal segment was 105.6% in the 2025 period and 105.3% in the 2024 period, and for our Brokerage segment was 94.2% in the 2025 period and 92.5% in the 2024 period.

The operating ratio for our Truckload segment was 100.9% in the 2026 period and 100.3% in the 2025 period, for our Dedicated segment was 97.4% in the 2026 period and 93.4% in the 2025 period, for our Brokerage segment was 97.4% in the 2026 period and 93.5% in the 2025 period and for our Intermodal segment was 107.1% in the 2025 period.

Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 99.1% in the 2026 period and 97.0% in the 2025 period.

Other non-operating income decreased to $998,000 from $2.7 million in the 2024 period due to decreased interest income earned on our cash and cash equivalents.

Our effective income tax rate increased to 28.9% in the 2025 period from 27.2% in the 2024 period primarily due to increases in per diem and other non-deductible expenses as a percentage of projected earnings.

Our effective income tax rate increased to 32.6% in the 2026 period from 30.2% in the 2025 period primarily due to increases in per diem and other non-deductible expenses as a percentage of earnings.

As a result of the factors described above, net income declined 68.1% to $1.4 million, or $0.02 per diluted share, in the 2026 period from $4.3 million, or $0.05 per diluted share, in the 2025 period.

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The table below reflects our net cash flows provided by operating activities, net cash flows used for investing activities and net cash flows used for financing activities for the periods indicated.

Ended September 30,

Ended March 31,

(In thousands)

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Net cash flows used for financing activities

In August 2019, our Board of Directors approved and we announced an increase from current availability in our existing share repurchase program providing for the repurchase of up to $34.0 million, or approximately 1.8 million shares, of our common stock, which was increased by our Board of Directors to 2.7 million shares in August 2020 to reflect the three-for-two stock split effected in the form of a stock dividend in August 2020.

In May 2022, our Board of Directors approved and we announced an additional increase from current availability in our existing share repurchase program providing for the repurchase of up to $50.0 million, or approximately 3.1 million shares, of our common stock.

Our existing share repurchase program currently provides for the repurchase of up to $50.0 million.

The share repurchase program allows purchases on the open market or through private transactions in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

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The repurchase program does not have an expiration date.

We repurchased and retired 1.3 million shares of common stock for $25.0 million in the first quarter of 2022, and 963,000 shares of common stock for $16.8 million in the second quarter of 2022.

We have not repurchased any shares since the second quarter of 2022.

As of September 30, 2025, future repurchases of up to $33.2 million, or approximately 2.2 million shares, were available in the share repurchase program.

In the first nine months of 2024, net cash flows provided by operating activities of $111.0 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $102.3 million, to pay cash dividends of $14.7 million and to construct and upgrade regional operating facilities in the amount of $3.9 million, resulting in a $10.2 million decrease in cash and cash equivalents.

We have not repurchased any shares under this program since the second quarter of 2022.

As of March 31, 2026, future repurchases of up to $33.2 million were available in the share repurchase program.

In the first three months of 2025, net cash flows provided by operating activities of $36.2 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $6.0 million, to pay cash dividends of $4.9 million and to purchase other assets in the amount of $2.4 million, resulting in a $22.6 million increase in cash and cash equivalents.

We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $100 million for the remainder of 2026.

This amount includes commitments to purchase $130.4 million of new revenue equipment, prior to considering proceeds from dispositions.

We are also committed to new revenue equipment purchases of $31.2 million in 2027.

Additionally, operating lease obligations total $434,000 through 2028.

Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first three quarters of 2025 and 2024 which totaled $14.7 million in each period.

Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first quarters of 2026 and 2025, which totaled $4.9 million in each period.

We currently expect to continue to pay quarterly cash dividends in the future.

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The credit agreement amends, restates and continues in its entirety our previous credit agreement, as amended.

At September 30, 2025, there was no outstanding principal balance on the facility.

At March 31, 2026, there was no outstanding principal balance on the facility.

As of that date, we had outstanding standby letters of credit to guarantee settlement of self-insurance claims of $24.1 million and remaining borrowing availability of $5.9 million.

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This facility bears interest at a variable rate based on the Term SOFR Rate plus applicable margins.

The interest rate for the facility that would apply to outstanding principal balances was 7.25% at September 30, 2025.

The interest rate for the facility that would apply to outstanding principal balances was 6.75% at March 31, 2026.

Our credit agreement effective in August 2022 prohibits us from paying, in any fiscal year, stock redemptions and dividends in excess of $150 million.

The current credit agreement also contains restrictive covenants which, among other matters, require us to maintain compliance with cash flow leverage and fixed charge coverage ratios.

We were in compliance with all covenants at September 30, 2025 and December 31, 2024.

Other than our obligations for revenue equipment and operating lease expenditures, along with our outstanding standby letters of credit to guarantee settlement of self-insurance claims, which are each mentioned above, we did not have any material off-balance sheet arrangements at September 30, 2025.

The credit agreement also contains restrictive covenants which, among other matters, require us to maintain compliance with cash flow leverage and fixed charge coverage ratios.

We were in compliance with all covenants at March 31, 2026 and December 31, 2025.

Our tractor productivity generally decreases during the winter season because inclement weather impedes operations and some shippers reduce their shipments.

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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-Q

Item 1. Financial Statements