What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-03-12 · 150 added, 98 removed, 739 unchanged (25% of the section changed)

11 unchanged sentences

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of PAMT CORP (formerly known as P.A.M.

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

We have audited the accompanying consolidated balance sheets of PAMT CORP (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

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

30 unchanged sentences

Prepaid expenses and deposits

11,555 13,213

Marketable equity securities

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Preferred stock, $ .01 par value, 10,000,000 shares authorized;

Common stock, $ .01 par value, 100,000,000 and 50,000,000 shares authorized;

Common stock, $ .01 par value, 100,000,000 shares authorized;

22,377,606 and 22,364,120 shares issued;

2 unchanged sentences

41,682 41,171

Accumulated Other Comprehensive Income

Treasury stock, at cost;

31 unchanged sentences

20,462 24,338 23,769

Loss (gain) on disposition of equipment

(Gain) loss on disposition of equipment

( 15,474 ) 766 ( 1,043 )

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YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(in thousands, except per share data)

(in thousands)

Shares / Amount

2 unchanged sentences

18,416 18,416

112 ( 111 ) 1

Restricted stock issued

1 unchanged sentence

( 169 ) ( 4,736 ) ( 4,736 )

Treasury stock retired

( 123 ) ( 44,289 ) 172,946 ( 128,534 )

Restricted stock net settlement

39 unchanged sentences

( 6,671 ) ( 3,079 ) ( 1,618 )

Loss (gain) on sale or disposal of equipment

(Gain) loss on sale or disposal of equipment

( 15,474 ) 766 ( 1,043 )

7 unchanged sentences

Income taxes payable

- - ( 4,364 )

Trade accounts payable

7 unchanged sentences

( 40,740 ) ( 140,759 ) ( 34,060 )

Purchase of a business, net of cash acquired

- - ( 65,797 )

Proceeds from disposition of equipment

1 unchanged sentence

Sales of marketable equity securities

Purchases of marketable equity securities, net of return of capital

5,040 3,662 143

Net cash used by investing activities

Purchases of marketable equity securities, net of return of capital

Net cash provided by (used in) investing activities

18,397 ( 100,187 ) ( 11,295 )

13 unchanged sentences

( 14,928 ) ( 5,259 ) ( 4,736 )

Net cash provided (used) by financing activities

Proceeds from exercise of stock options

Net cash (used) provided by financing activities

( 68,558 ) 8,592 ( 76,755 )

61 unchanged sentences

For long-lived assets classified as held and used, if the carrying value of the long-lived asset exceeds the sum of the future net undiscounted cash flows, it is not recoverable.

Management determined that the market conditions for used revenue equipment had deteriorated since its peak in 2022.

Management continues to believe that the market conditions for used revenue equipment has deteriorated since its peak in 2022.

This decline in market conditions prompted the requirement for a recoverability test.

Asset groups were formed based on year and model of the revenue equipment and whether those groups were acquired used or new.

Management tested all applicable asset groups and determined specific asset groups of trucks and trailers to be impaired beyond their carrying value.

Management tested all applicable asset groups and concluded that no groups of trucks or trailers are impaired beyond their carrying value as of December 31, 2025.

Therefore, no impairment loss was incurred during 2025.

At December 31, 2024, management determined specific asset groups of trucks and trailers to be impaired beyond their carrying value.

The impairment of these asset groups resulted in an impairment loss of approximately $ 6.4 million, or $ 0.22 loss per share, net of tax, during the year ended December 31, 2024.

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The following is a table reflecting estimated ranges of asset useful lives by major class of depreciable assets:

Estimated Asset Life (years)

Estimated Asset Life (in years)

Service vehicles

3 unchanged sentences

The Company’s management periodically evaluates whether changes to estimated useful lives and/or salvage values are necessary to ensure its estimates accurately reflect the economic use of the assets.

During the 2024 evaluation, management conducted a review of its revenue equipment and determined it necessary to adjust the estimated useful lives and salvage values of trucks and trailers to reflect the current market conditions more accurately.

As a result, during the year ended December 31, 2024, the Company reduced the estimated useful lives of its trailer equipment and lowered the estimated salvage values of revenue equipment to better reflect their expected residual values at the end of their service periods.

In accordance with ASC 250 - 10 - 45 - 17, this change is considered a change in accounting estimate and has been applied prospectively during the year ended December 31, 2024.

The effect of this change increased depreciation expense by $ 24.7 million and increased basic and diluted loss per share by $ 0.86 net of tax, for the year ended December 31, 2024.

During 2025, management determined that no material adjustments to the estimated useful lives or salvage values of trucks or trailers were necessary based on such an evaluation.

Inventory – Inventories consist primarily of revenue equipment parts, tires, supplies, and fuel.

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The operations of these subsidiaries can generally be classified into either truckload services or brokerage and logistics services.

The Company has carefully considered the segment reporting requirements under ASC 280 for the year-ended December 31, 2024.

The Company has carefully considered the segment reporting requirements under Accounting Standards Codification (“ASC”) 280, Segment Reporting , for the years presented.

ASC 280 requires companies to identify operating segments based on internal management reporting reviewed by the chief operating decision maker and permits aggregation of operating segments when they have similar economic characteristics and meet certain qualitative and quantitative criteria.

Both our truckload operations and our brokerage/logistics operations have similar economic characteristics and are impacted by virtually the same economic factors as discussed elsewhere in this Report.

Based on the Company’s segment identification, interpretation of the aggregation criteria outlined in ASC 280 - 10 - 50 - 11, and the similar qualitative and quantitative economic characteristics of the Company’s operating segments, the operations of the Company is aggregated into a single motor carrier segment.

The Company’s chief operating decision maker, the Chief Executive Officer, utilizes the metrics of net income and operating ratio to evaluate company performance and in competitive analysis when comparing to competing companies.

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Any resulting exchange gain or loss from the remeasurement process is included in non-operating income in the Company’s consolidated statements of operations.

Business Combinations – The purchase price of an acquired business, or the purchase of substantially all of the assets of a business, is allocated to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition.

The calculation of the fair value of assets acquired, liabilities assumed and the potential value of any intangible assets involves many factors, some of which require estimates and judgement.

In certain cases, valuation specialists may be engaged to assist in the determination of the fair value calculations.

During 2023 and 2024, the company did not engage with any valuation specialists.

Recent Accounting Pronouncements – In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update (“ASU”) 2023 - 07, Improvements to Reportable Segment Disclosures (Topic 280 ).

ASU 2023 - 07 expands disclosures related to a public entity's reportable segment and requires more enhanced information about significant segment expenses, including in interim periods.

This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, using a retrospective approach.

The company has considered the applicability of ASU 2023 - 07 and has adopted all applicable disclosures within this report to be in compliance with the ASU.

The Company will adopt all applicable disclosures for future interim and annual reports.

ASU 2023 - 07 had no material impact on the Company’s financial condition, results of operations, or cash flows.

In December 2023, the FASB issued Accounting Standards Update, (“ASU”) No.

Recent Accounting Pronouncements – In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update, (“ASU”) No.

2023 - 09, (“ASU 2023 - 09” ), Improvements to Income Tax Disclosures.

ASU 2023 - 09 was issued to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

The guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted.

The Company has evaluated the new guidance and does not expect it to have a material impact on its financial condition, results of operations, or cash flows.

The guidance is effective for annual reporting periods beginning after December 15, 2024.

The Company adopted ASU 2023 - 09 effective January 1, 2025 on a prospective basis.

The adoption resulted in expanded income tax disclosures, including additional information presented in the effective tax rate reconciliation within these consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update, (“ASU”) No.

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MARKETABLE EQUITY SECURITIES

The Company accounts for its marketable securities in accordance with ASC Topic 321, Investments - Equity Securities.

ASC Topic 321 requires companies to measure equity investments at fair value, with changes in fair value recognized in net income.

The Company accounts for its marketable securities in accordance with Accounting Standards Codification (“ASC”) Topic 321, Investments—Equity Securities, which provides guidance on the recognition, measurement, and presentation of investments in equity securities.

ASC Topic 321 generally requires equity investments with readily determinable fair values to be measured at fair value, with changes in fair value recognized in net income.

The Company’s investments in marketable securities consist of equity securities with readily determinable fair values.

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Cost of securities sold

3,121 3,213 255

Realized (losses) / gains

2 unchanged sentences

At December 31, 2024, the Company’s investments’ approximate fair value of securities in a loss position and related gross unrealized losses were $ 6,584,000 and $ 1,689,000 , respectively.

At December 31, 2023, the Company’s investments’ approximate fair value of securities in a loss position and related gross unrealized losses were $ 8,099,000 and $ 2,630,000 , respectively.

The market value of the Company’s equity securities are periodically used as collateral against any outstanding margin account borrowings.

4 unchanged sentences

$ 3,370 $ 3,779

Accrued vacation

Taxes—other than income

Driver escrows

Margin account borrowings

Self-insurance claims and legal reserves

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The Company specifically reserves for claims that are expected to exceed $2.0 million when fully developed, based on the facts and circumstances of those claims.

During the fourth quarter of 2025, the Company recorded a $ 26.5 million increase in its claims reserve related to the settlement of a significant auto liability claim.

See Note 16 – Commitments and Contingencies for additional information.

The Company has self-insurance status for workers’ compensation coverage in Arkansas, Florida, Ohio, Oklahoma, and Mississippi with a $ 0.5 million self-insured retention and a $ 0.5 million per occurrence excess policy.

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Also, under the terms of the agreement the Company is required to maintain a minimum level of financial stability by meeting various metrics as defined in the debt covenants.

The Company was in compliance with all provisions under this agreement throughout 2024.

The Company was in compliance with all provisions under this agreement as of December 31, 2025.

At December 31, 2025, we had no outstanding borrowings against the line of credit and approximately $ 0.3 million of outstanding letters of credit, with availability to borrow $ 59.7 million.

At December 31, 2024, outstanding advances on the line were approximately $ 0.2 million, including letters of credit totaling $ 0.2 million.

Equipment financings consist of installment obligations for revenue equipment purchases, payable in various monthly installments with various maturity dates through November 2031, at a weighted average interest rate of 5.00 % as of December 31, 2024 and collateralized by revenue equipment.

Real estate financing consisting of an installment obligation for the purchase of real estate in Laredo, TX, payable in 120 installments at an interest rate of 3.02 % and maturing in August 2030, and an installment obligation for the financing of various company-owned terminals and office buildings payable in 120 installments at an interest rate of 3.62 % and maturing in March 2032.

Equipment financings consist of installment obligations for revenue equipment purchases, payable in various monthly installments with various maturity dates through June 2032, at a weighted average interest rate of 5.31 % as of December 31, 2025 and collateralized by revenue equipment.

Real estate financing consisting of an installment obligation for the purchase of real estate in Laredo, TX, payable in 120 installments at an interest rate of 3.02 % and maturing in September 2030, and an installment obligation for the financing of various company-owned terminals and office buildings payable in 120 installments at an interest rate of 3.65 % and maturing in March 2032.

These obligations are collateralized by the underlying real estate and any rental income generated by the underlying real estate.

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The Company’s stock repurchase program has been extended and expanded several times, most recently in July 2023, when the Board of Directors reauthorized 500,000 shares of common stock for repurchase under the initial September 2011 authorization.

The Company repurchased 1,050 shares and 169,093 shares of its common stock under this program during 2024 and 2023, respectively.

Under this program, the Company did not repurchase any shares of its common stock during 2025 and repurchased 1,050 shares of its common stock during 2024, respectively.

As of December 31, 2025, there remain 474,016 shares of common stock authorized under this plan.

On April 3, 2025, the Company commenced a tender offer to repurchase up to 435,000 shares of the Company’s outstanding common stock at a price of not greater than $ 17.00 nor less than $ 14.00 per share.

On April 11, 2025, the Company amended the terms of the tender offer to increase the minimum purchase price for shares purchased in the tender offer to $ 14.50 per share.

Following the expiration of the tender offer on May 1, 2025, the Company accepted 870,000 shares of its common stock for purchase at $ 17.00 per share, at an aggregate purchase price of approximately $ 14.8 million, excluding fees and expenses related to the offer.

The number of shares purchased by the Company reflects the Company’s right to purchase additional shares in the tender offer up to an additional 2 % of its outstanding shares.

The Company funded the purchase of the accepted shares tendered with available cash and accounted for the repurchase of these shares as treasury stock on the Company’s condensed consolidated balance sheet as of December 31, 2025.

On April 24, 2024, the Company commenced a tender offer to repurchase up to 550,000 shares of the Company’s outstanding common stock at a price of not greater than $ 18.00 nor less than $ 15.50 per share.

Following the expiration of the tender offer on May 22, 2024, the Company accepted 284,206 shares of its common stock for purchase at $ 18.00 per share, at an aggregate purchase price of approximately $ 5.1 million, excluding fees and expenses related to the offer.

The Company accounts for Treasury stock using the cost method, and as of December 31, 2025, 1,451,586 shares were held in the treasury at an aggregate cost of approximately $ 28,924,000 .

24 unchanged sentences

FEDERAL AND STATE INCOME TAXES

Under GAAP, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax reporting purposes.

Significant components of the Company’s deferred tax liabilities and assets at December 31 are as follows:

The Company prospectively applied Accounting Standards Update (“ASU”) No.

2023 - 09, Improvements to Income Tax Disclosures (“ASU 2023 - 09” ).

As such, information presented below for 2024 and 2023 has not been recast to conform to current-year presentation.

Net loss before income taxes for the year ended December 31 are as follows:

(in thousands)

Deferred tax liabilities:

Property and equipment

Total (loss) before income taxes

The provision (benefit) for income taxes consisted of the following components for the following years ended December 31:

(in thousands)

$ 436 $ 945 $ 4,697

Unrealized gains on securities

Prepaid expenses and other

Total deferred tax liabilities

741 1,089 2,580

Deferred tax assets:

Current expected credit losses

Compensated absences

Self-insurance allowances

Total deferred tax assets

Net deferred tax liability

Total current income tax provision

1,177 2,034 7,277

The reconciliation between the effective income tax rate and the statutory Federal income tax rate for the years ended December 31, 2024, 2023 and 2022 is presented in the following table:

(in thousands)

( 15,277 ) ( 9,248 ) 944

( 3,581 ) ( 2,537 ) 1,942

Total deferred income tax provision

( 18,858 ) ( 11,785 ) 2,886

Total income tax provision expense

$ ( 17,681 ) $ ( 9,751 ) $ 10,163

After the adoption of ASU 2023 - 09, the reconciliation between the provision for income taxes for the year December 31, 2025 and the amounts computed using the federal statutory rate in effect is presented in the following table:

Federal income tax at statutory rate

$ ( 14,760 ) 21.0

Nondeductible per diem and meals

State income taxes, net of federal income tax effect (1)

( 2,840 ) 4.0

State income taxes/other, net

Federal fuel tax credit

Nontaxable and nondeductible items

Nondeductible per-diem paid to drivers

Dividend received deduction

Other Adjustments

Total income tax (benefit) expense

$ ( 17,681 ) 25.2 %

Total income tax expense

The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include Arkansas, Pennsylvania and Tennessee.

Deferred state income taxes are calculated using a blended state tax rate and are not attributed to specific states.

Accordingly, the states disclosed are based on current state income tax expense.

The reconciliation between the computed provision for income taxes and the amounts computed using the federal statutory rate for the years ended December 31 prior to the adoption of ASU 2023 - 09 is presented in the following table:

Federal income tax at statutory rate

$ ( 8,725 ) 21.0 $ 6,002 21.0

The provision (benefit) for income taxes consisted of the following:

(in thousands)

Federal income tax effects of:

State income taxes

( 860 ) 2.1 ( 2,038 ) ( 7.1 )

Nondeductible per diem and meals

247 ( 0.6 ) 371 1.3

Total current income tax provision

1,035 ( 2.5 ) 1,306 4.6

Federal income tax provision

( 8,302 ) 20.0 5,641 19.8

State income tax provision

( 1,449 ) 3.5 4,522 15.8

Total deferred income tax provision

Total income tax (benefit) expense

$ ( 9,751 ) 23.5 $ 10,163 35.6

Total income tax provision expense

Significant components of the Company’s deferred tax liabilities and assets at December 31 are as follows:

(in thousands)

Deferred tax liabilities:

Depreciation & basis differences for property, plant and equipment

$ 98,072 $ 89,960

In determining whether a tax asset valuation allowance is necessary, management, in accordance with the provisions of ASC 740 - 10 - 30, weighs all available evidence, both positive and negative to determine whether, based on the weight of that evidence, a valuation allowance is necessary.

Unrealized gains on securities

Prepaid expenses

Total deferred tax liabilities

105,753 96,827

Deferred tax assets:

Net operating loss carryover

Accrued Expenses

Current expected credit losses

Disallowed interest expense under Sec.

Total deferred tax assets

Net deferred tax liability

$ 73,689 $ 92,547

Income taxes paid, net of refunds received, during the year ended December 31, 2025 were as follows:

(in thousands)

Other (net refund)

Total income taxes paid, net of refunds

Income taxes paid, net of refunds received totaled $ 0.5 million in 2024, while income taxes paid, net of refunds received totaled $ 5.5 million in 2023.

On July 4, 2025, the United States Congress passed budget reconciliation bill H.R.

1 referred to as the One Big Beautiful Bill (the “OBBB”).

Among other provisions, the legislation reinstated 100% bonus depreciation for qualifying property acquired and placed in service after January 19, 2025, and modified the limitation on business interest expense under Internal Revenue Code Section 163 (j) to be based on 30% of adjusted taxable income determined using an EBITDA measure, rather than EBIT.

The OBBB has multiple effective dates with certain provisions effective in 2025 and others implemented through 2027.

The relevant items contained in the bill increased our deferred tax liability and reduced federal income tax liability in 2025, with no material impact on the 2025 effective tax rate.

As a result of these provisions, the Company recorded accelerated depreciation deductions and recognized previously disallowed interest expense, which collectively increased current-year deductible expenses and are expected to result in a federal net operating loss of $ 85.5 million for the year ended December 31, 2025.

The enactment of the OBBBA resulted in a material impact to the Company’s current and deferred income tax balances reflected on the condensed consolidated balance sheet and income statement for the year ended December 31, 2025.

In determining whether a tax asset valuation allowance is necessary, management, in accordance with the provisions of Accounting Standards Codification (“ASC”) 740 - 10 - 30, weighs all available evidence, both positive and negative to determine whether, based on the weight of that evidence, a valuation allowance is necessary.

If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance.

As of December 31, 2024 and 2023, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

As of December 31, 2025, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by taxing authorities, based on the technical merits of the position.

4 unchanged sentences

and Canadian federal income tax laws as well as the income tax laws of multiple state jurisdictions.

The major tax jurisdictions in which the Company operates generally provide for a deficiency assessment statute of limitation period of three years, and as a result, the Company’s tax years 2021 and forward remain open to examination in those jurisdictions.

The major tax jurisdictions in which we operate generally provide for a deficiency assessment statute of limitation period of three years and as a result, the Company’s tax years 2022 and forward remain open to examination in those jurisdictions.

STOCK-BASED COMPENSATION

4 unchanged sentences

The fair market value is determined by the closing price of the Company’s common stock, on its primary exchange, on the same date that the option or award is granted.

As of December 31, 2024, the company did not grant any shares of its common stock under the 2024 Plan.

Prior to the 2024 Plan, the Company maintained a stock incentive plan (the “Plan”) under which incentive and nonqualified stock options and other stock awards could be granted.

On March 13, 2014, the Company’s Board of Directors adopted, and on May 29, 2014, our shareholders approved, the 2014 Amended and Restated Stock Option and Incentive Plan (the “Plan”) which amended and restated the Company’s 2006 Stock Option Plan.

Under the Plan, 3,000,000 shares (as adjusted for the Company’s 2 -for- 1 forward split of its common stock paid in August 2021 and the Company’s 2 -for- 1 forward split of its common stock paid in March 2022) were reserved for the issuance of stock awards to directors, officers, key employees, and others.

The stock option exercise price and the restricted stock purchase price under the 2014 Plan was not to be less than 85 % of the fair market value of the Company’s common stock on the date the award is granted.

In January 2025, the Company granted awards of restricted stock units representing 100,000 shares of common stock to certain key employees under the 2024 Plan.

These stock awards had a grant date fair value of $ 16.10 per share, based on the closing price of the Company’s stock on the date of grant.

52,500 of the awarded share units vest on the four -year anniversary date of the award.

The remaining 47,500 of the awarded share units vest on the five -year anniversary date of the award.

In May 2025, the Company granted 2,862 shares of common stock to non-employee directors.

This stock award had a grant date fair value of $ 15.71 per share, based on the closing price of the Company’s stock on the date of grant, and vested immediately.

In August 2025, the Company granted awards of restricted stock units representing 100,000 shares of common stock to its Chief Executive Officer under the 2024 Plan.

The stock award had a grant date fair value of $ 12.15 per share, based on the closing price of the Company’s stock on the date of grant.

The awarded share units will vest in four equal installments beginning on February 9, 2026.

Prior to the 2024 Plan, the Company maintained the 2014 Amended and Restated Stock Option and Incentive Plan (the “2014 Plan”), which was adopted by the Company’s Board of Directors in March 2014 and approved by the Company’s shareholders in May 2014.

Under the 2014 Plan, 3,000,000 shares (as adjusted for the Company’s 2 -for- 1 forward splits of its common stock paid in August 2021 and March 2022, respectively) were reserved for the issuance of stock awards to directors, officers, key employees, and others.

The stock option exercise price and the restricted stock purchase price under the 2014 Plan were not to be less than 85 % of the fair market value of the Company’s common stock on the date the award is granted.

The fair market value was determined by the closing price of the Company’s common stock, on its primary exchange, on the same date that the option or award was granted.

This Plan expired on March 13, 2024, and no further grants may be made under the Plan.

The 2014 Plan expired on March 13, 2024, and no further grants may be made under this plan.

All outstanding unvested awards granted under the 2014 Plan, however, remain subject to the terms and conditions of the 2014 Plan.

6 unchanged sentences

These stock awards had a grant date fair value of $ 23.95 per share, based on the closing price of the Company’s stock on the date of grant, and vested immediately.

During February 2022, the Company granted 29,120 shares of common stock to certain key employees.

These stock awards had grant date fair values of $ 38.80 per share, based on the closing price of the Company’s stock on the date of grant, and vest in 25 % increments over four years, beginning one year from the anniversary date of the grant.

During May 2022, the Company granted 1,855 shares of common stock to non-employee directors.

These stock awards had a grant date fair value of $ 29.60 per share, based on the closing price of the Company’s stock on the date of grant, and vested immediately.

During June 2022, the Company granted 3,500 shares of common stock to a key employee.

This stock award had a grant date fair value of $ 27.68 per share, based on the closing price of the Company’s stock on the date of grant, and vests in 25 % increments over four years, beginning one year from the anniversary date of the grant.

During 2025, 2024 and 2023, there were no grants of stock options and there were no outstanding stock options at December 31, 2025 or December 31, 2024.

At December 31, 2024, approximately 1,600,000 shares were available for granting future options or restricted stock under the recently approved 2024 Equity Incentive Plan.

At December 31, 2025, approximately 1,432,500 shares were available for granting future equity awards under the 2024 Equity Incentive Plan.

The grant date fair value of stock and stock options vested during 2025, 2024 and 2023 was approximately $ 437,000 , $ 928,000 and $ 576,000 , respectively.

4 unchanged sentences

As a result, the Company expects to recognize the following approximate amounts of additional compensation expense related to unvested restricted stock awards during each of the years indicated:

2025 $ 717,000

2026 $ 465,000

2027 $ 133,000

Total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits was approximately $ 723,000 during 2024 and includes approximately $ 37,000 recognized as a result of the grant of a total of 2,130 shares of stock to four non-employee directors during the second quarter of 2024.

1 unchanged sentence

The recognition of stock-based compensation expense decreased diluted earnings per common share by $ 0.02 and basic earnings per common share by approximately $ 0.02 during 2024.

Total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits was approximately $ 715,000 during 2022 and includes approximately $ 55,000 recognized as a result of the grant of 1,855 shares of stock to four non-employee directors during the second quarter of 2022.

Total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits was approximately $ 553,000 during 2023 and includes approximately $ 55,000 recognized as a result of the grant of a total of 2,295 shares of stock to four non-employee directors during the second quarter of 2023.

The Company recognized a total income tax benefit of approximately $ 197,000 related to stock-based compensation expense during 2023.

7 unchanged sentences

128,591 $ 13.79

202,862 14.15

Canceled/forfeited/expired

19 unchanged sentences

$ ( 2.48 ) $ ( 1.45 ) $ 0.83

As adjusted for the Company’s 2 -for- 1 forward stock splits paid in March 2022.

The Company sponsors a benefit plan for the benefit of all eligible employees.

7 unchanged sentences

We currently specifically reserve for claims that are expected to exceed $ 2.0 million when fully developed, based on the facts and circumstances of those claims.

Based on our knowledge of the facts, and in certain cases, opinions of outside counsel, we believe the resolution of such claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows.

Except as described below, based on our knowledge of the facts, and in certain cases, opinions of outside counsel, we believe the resolution of such claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows.

However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows.

We are a defendant in a motor vehicle accident lawsuit filed on January 10, 2025 in the State Court of Gwinnett County, Georgia, arising from a December 29, 2024 accident between a Company tractor-trailer and a passenger vehicle.

As of December 31, 2025, we reached a preliminary settlement agreement with the plaintiff for a total settlement amount of $ 30.0 million, of which $ 26.5 million represents the Company’s net exposure after consideration of applicable insurance coverage.

The settlement agreement is subject to final approval, which is currently expected during the first quarter of 2026.

As of December 31, 2025, the Company has recorded a liability of $ 26.5 million related to this matter, which is included in accrued expenses and other liabilities in the Consolidated Balance Sheets (see Note 5, Accrued Expenses and Other Liabilities).

Right-of-Use Leases

The Company was party to operating leases that included initial terms ranging from three to five years.

The initial terms of these leases have expired, and the leases are now subject to terms not exceeding one year.

In accordance with the provisions of ASC Topic 842, because all of our leased properties are currently subject to leases not exceeding one year, we do not recognize any right-of-use assets or corresponding operating lease liability as of December 31, 2024.

No new right-of-use assets were recognized as non-cash asset additions that resulted from new operating lease liabilities during the years ended December 31, 2024 and December 31, 2023, respectively.

In May 2025, the Company entered into an operating lease for shop and office space for an initial term of three years and in October 2025, the Company entered into an operating lease for terminal space for an initial term of ten years.

Neither lease provides an option for early cancellation.

During 2024 and 2023, the Company did not enter into any new leases with similar provisions.

In accordance with the provisions of ASC Topic 842, Leases , which requires lessees to recognize right-of-use assets and corresponding lease liabilities for operating leases on the balance sheet, these leases resulted in the recognition of right-of-use assets and corresponding operating lease liabilities, respectively, valued at approximately $ 7.2 million as of December 31, 2025.

These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using the Company’s incremental borrowing rate as of the respective dates of lease inception, as the rate implicit in each lease is not readily determinable.

The right-of-use assets are recorded in other assets, and the lease liability is recorded in accrued expenses and other liabilities and in other long-term liabilities on our condensed consolidated balance sheet at December 31, 2025.

Lease expense is recorded on a straight-line basis over the lease term and is recorded in rent and purchased transportation in our condensed consolidated statements of operations.

While these lease agreements may contain provisions to extend for a period of time after the initial term, the Company is not reasonably certain these extension options will be exercised.

Therefore, potential lease payments that might occur under this extension period are not included in amounts recorded in our condensed consolidated balance sheets as of December 31, 2025.

Scheduled amounts and timing of cash flows arising from operating lease payments at December 31, 2025, are:

(in thousands)

Maturity of Lease Liabilities

2030 and Thereafter

Total undiscounted operating lease payments

Imputed interest

Present value of operating lease liabilities

Balance Sheet Classification

Right-of-use assets (recorded in other non-current assets )

Current lease liabilities (recorded in other current liabilities)

Long-term lease liabilities (recorded in other long-term liabilities )

Total operating lease liabilities

Other Information

Weighted-average remaining lease term for operating leases (in years)

Weighted-average discount rate for operating leases

A right-of-use asset was recognized as a non-cash asset addition that resulted from new operating lease liabilities during the year ended December 31, 2025.

No new right-of-use asset was recognized as non-cash asset additions that resulted from new operating lease liabilities during the year ended December 31, 2024.

Cash paid for amounts included in the present value of right-of-use lease liabilities was $ 0.3 and $ 0.1 million during the years ended December 31, 2025 and December 31, 2024, respectively, and is included in operating cash flows.

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See Note 19 – Related Party Transactions for additional information regarding the Company’s transactions with related persons.

The Company's operating lease revenue is disclosed in the table below.

Twelve Months Ended

The Company's operating lease revenue during 2025, 2024 and 2023 is as follows:

(in thousands)

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data