What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-08 compared with 2025-11-05 · 196 added, 373 removed, 396 unchanged (59% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30,

Current assets:

47 unchanged sentences

22,395,994 and 22,377,606 shares issued;

20,926,020 and 21,782,534 shares outstanding at September 30, 2025 and December 31, 2024, respectively

20,943,237 and 20,926,020 shares outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

1 unchanged sentence

Treasury stock, at cost;

1,451,586 and 581,586 shares at September 30, 2025 and December 31, 2024, respectively

1,452,757 and 1,451,586 shares at March 31, 2026 and December 31, 2025, respectively

( 28,935 ) ( 28,924 )

10 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

OPERATING REVENUES:

Revenue, before fuel surcharge

$ 132,948 $ 160,799 $ 403,455 $ 481,980

Fuel surcharge

17,316 21,778 53,285 66,136

Total operating revenues

150,264 182,577 456,740 548,116

OPERATING EXPENSES AND COSTS:

Salaries, wages and benefits

39,677 44,736 121,342 132,559

Operating supplies and expenses

29,115 34,982 89,529 105,002

Rent and purchased transportation

61,512 73,129 189,351 221,210

19,805 17,741 64,119 55,381

Insurance and claims

5,047 4,768 14,995 15,093

4,822 5,121 14,806 18,052

Gain on disposition of equipment

( 4,003 ) ( 209 ) ( 11,431 ) ( 109 )

Gain on sale or disposition of assets

Total operating expenses and costs

155,975 180,268 482,711 547,188

OPERATING (LOSS)/INCOME

( 5,711 ) 2,309 ( 25,971 ) 928

OPERATING LOSS

NON-OPERATING INCOME

2,528 3,744 7,277 7,891

INTEREST EXPENSE

( 4,479 ) ( 2,936 ) ( 12,553 ) ( 9,104 )

(LOSS)/INCOME BEFORE INCOME TAXES

( 7,662 ) 3,117 ( 31,247 ) ( 285 )

FEDERAL AND STATE INCOME TAX (BENEFIT)/EXPENSE:

( 4,315 ) 9 625 68

2,240 696 ( 8,516 ) ( 136 )

Total federal and state income tax (benefit)/expense

( 2,075 ) 705 ( 7,891 ) ( 68 )

NET (LOSS)/INCOME

$ ( 5,587 ) $ 2,412 $ ( 23,356 ) $ ( 217 )

(LOSS)/EARNINGS PER COMMON SHARE:

$ ( 0.27 ) $ 0.11 $ ( 1.10 ) $ ( 0.01 )

LOSS BEFORE INCOME TAXES

FEDERAL AND STATE INCOME TAX BENEFIT:

Total federal and state income tax benefit

LOSS PER COMMON SHARE:

AVERAGE COMMON SHARES OUTSTANDING:

20,926 21,771 21,305 21,911

20,926 21,825 21,305 21,911

See notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

OPERATING ACTIVITIES:

$ ( 23,356 ) $ ( 217 )

Adjustments to reconcile net loss to net cash provided by operating activities:

64,119 55,381

Bad debt expense

Stock compensation-net of excess tax benefits

Provision for deferred income taxes

( 8,516 ) ( 136 )

Gain on marketable equity securities

( 2,455 ) ( 3,907 )

Gain on sale or disposition of equipment

( 11,431 ) ( 109 )

(Gain)/loss on sale of marketable equity securities

( 1,308 ) 108

Provision for deferred income tax benefit

Recognized gain on marketable equity securities

Gain on sale or disposition of assets

Changes in operating assets and liabilities:

Accounts receivable

1,454 ( 14,264 )

Prepaid expenses, deposits, inventories, and other assets

Income taxes refundable

Income taxes payable

Trade accounts payable

( 961 ) ( 463 )

Accrued expenses and other liabilities

Net cash provided by operating activities

23,142 43,792

Net cash (used for) provided by operating activities

INVESTING ACTIVITIES:

Purchases of property and equipment

( 21,572 ) ( 85,577 )

Sales of equity investments

Purchases of equity investments/return of capital

Proceeds from disposition of equipment

43,903 27,849

Sales of marketable equity securities

Purchases of marketable equity securities

Net cash provided (used in) by investing activities

21,911 ( 54,931 )

Net cash provided by investing activities

FINANCING ACTIVITIES:

Borrowings under lines of credit

474,768 569,628

Repayments under lines of credit

( 474,768 ) ( 569,628 )

Borrowings of long-term debt

30,000 11,894

Borrowings under line of credit

Repayments under line of credit

Repayments of long-term debt

( 59,425 ) ( 48,032 )

Borrowings under margin account

Repayments under margin account

Repurchases of common stock

( 14,928 ) ( 5,259 )

Net cash used in financing activities

( 44,353 ) ( 41,397 )

Net cash used for financing activities

NET INCREASE/(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

700 ( 52,536 )

CASH, CASH EQUIVALENTS AND RESTRICTED CASH -Beginning of period

68,060 100,614

CASH, CASH EQUIVALENTS AND RESTRICTED CASH -End of period

$ 68,760 $ 48,078

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the period for:

$ 12,504 $ 9,146

NONCASH INVESTING AND FINANCING ACTIVITIES:

Purchases of property and equipment included in accounts payable

$ 3,034 $ 856

Purchases of property and equipment utilizing noncash (vendor-direct) financing

See notes to condensed consolidated financial statements.

3 unchanged sentences

Shares / Amount

Paid-In Capital

Additional Paid-In Capital

Treasury Stock

Retained Earnings

Balance at January 1, 2026

21,783 $ 224 $ 41,171 $ ( 13,996 ) $ 250,109 $ 277,508

- - - - ( 8,142 ) ( 8,142 )

Restricted stock issued

8 - ( 37 ) - - ( 37 )

Stock based compensation

- - 266 - - 266

Balance at March 31, 2025

21,791 $ 224 $ 41,400 $ ( 13,996 ) $ 241,967 $ 269,595

- - - - ( 9,627 ) ( 9,627 )

Treasury stock repurchases

( 870 ) - - ( 14,928 ) - ( 14,928 )

Restricted stock issued

Stock based compensation

- - ( 126 ) - - ( 126 )

Balance at June 30, 2025

20,926 $ 224 $ 41,274 $ ( 28,924 ) $ 232,340 $ 244,914

- - - - ( 5,587 ) ( 5,587 )

Stock based compensation

- - 185 - - 185

Balance at September 30, 2025

20,926 $ 224 $ 41,459 $ ( 28,924 ) $ 226,753 $ 239,512

Restricted stock net settlement

Share-based compensation

Balance at March 31, 2026

Shares / Amount

Paid-In Capital

Additional Paid-In Capital

Treasury Stock

Retained Earnings

Balance at January 1, 2025

22,021 $ 223 $ 40,825 $ ( 8,736 ) $ 281,904 $ 314,216

- - - - 281 281

Restricted stock issued

14 - ( 46 ) - - ( 46 )

Stock based compensation

- - 192 - - 192

Share-based compensation

Balance at March 31, 2025

22,035 $ 223 $ 40,971 $ ( 8,736 ) $ 282,185 $ 314,643

- - - - ( 2,910 ) ( 2,910 )

Treasury stock repurchases

( 285 ) - - ( 5,259 ) - ( 5,259 )

Restricted stock issued

Stock based compensation

- - 200 - - 200

Balance at June 30, 2024

21,755 $ 223 $ 41,171 $ ( 13,995 ) $ 279,275 $ 306,674

- - - - 2,412 2,412

Treasury stock repurchases

- - - ( 1 ) - ( 1 )

Restricted stock issued

Restricted stock net settlement

- - ( 329 ) - - ( 329 )

Stock based compensation

- - 157 - - 157

Balance at September 30, 2024

21,783 $ 224 $ 40,999 $ ( 13,996 ) $ 281,687 $ 308,914

See notes to condensed consolidated financial statements.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (unaudited)

September 30, 2025

March 31, 2026

BASIS OF PRESENTATION

5 unchanged sentences

The consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

Operating results for the nine -month period ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three -month period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

For further information, refer to the consolidated financial statements and the footnotes thereto included in the Company’s annual report on Form 10 -K for the year ended December 31, 2025.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2023, the FASB issued 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.

In November 2024, the FASB issued ASU 2024 - 03, Disaggregation of Income Statement Expenses.

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

2024 - 03 (“ASU 2024 - 03” ), Disaggregation of Income Statement Expenses .

ASU 2024 - 03 was issued to enhance the transparency of financial reporting by requiring public business entities to provide more detailed disclosures about certain operating expenses.

The FASB also issued ASU 2025 - 01 in January clarifying that ASU 2024 - 03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is 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 Company has reviewed other recently issued accounting standards and determined they are not expected to have a material impact on its consolidated financial statements.

The Company considered the applicability and impact of the above-referenced ASU and all other accounting standard updates issued by the Financial Accounting Standards Board to the Accounting Standards Codification (“ASC”) and determined there are not any ASUs that have not already been adopted which require significant consideration for disclosure as of March 31, 2026.

REVENUE RECOGNITION

22 unchanged sentences

For loads picked up during the reporting period, but delivered in a subsequent reporting period, revenue is allocated to each period based on the transit time in each period as a percentage of total transit time.

The contract asset, or the amount of remaining performance obligation relating to loads in process, at September 30, 2025 was $ 3.1 million compared to $ 2.3 million at December 31, 2024.

The contract asset, or the amount of remaining performance obligation relating to loads in process, at March 31, 2026 was $ 3.2 million compared to $ 2.4 million at December 31, 2025.

Recorded contract assets are included in the accounts receivable line item of the balance sheet.

Corresponding liabilities are recorded in the accrued expenses and other liabilities line items for the estimated expenses on these same in-process loads.

The Company had no contract liabilities associated with our operations as of September 30, 2025 and December 31, 2024, respectively.

The Company had no contract liabilities associated with our operations as of March 31, 2026 and December 31, 2025, respectively.

The Company’s contracts with customers generally have original expected durations less than one year.

Accordingly, the Company has elected the practical expedient and does not disclose information about remaining unsatisfied performance obligations.

The Company recognizes operating lease revenue from leasing tractors and related equipment to third parties, including independent contractors.

3 unchanged sentences

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

The cost of securities sold is based on the specific identification method, and interest and dividends on securities are included in non-operating income.

The cost of securities sold is based on the specific identification method, and interest and dividends on securities are included in non-operating income (expense).

Marketable equity securities are carried at fair value, with gains and losses in fair market value included in the determination of net income.

The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note J.

The following table sets forth market value, cost, and unrealized gains on equity securities as of September 30, 2025 and December 31, 2024.

September 30, 2025

The following table sets forth market value, cost, and unrealized gains on equity securities as of March 31, 2026 and December 31, 2025.

March 31, 2026

December 31, 2025

1 unchanged sentence

Fair market value

$ 46,802 $ 42,620

28,821 27,094

Unrealized gain

$ 17,981 $ 15,526

The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities as of September 30, 2025 and December 31, 2024.

September 30, 2025

The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities as of March 31, 2026 and December 31, 2025.

March 31, 2026

December 31, 2025

1 unchanged sentence

Gross unrealized gains

$ 19,895 $ 17,215

Gross unrealized losses

Net unrealized gain

$ 17,981 $ 15,526

The following table shows the Company’s net realized gains (losses) during the three and nine months ending on September 30, 2025 and 2024, respectively, on certain marketable equity securities.

Three Months Ended

Nine Months Ended

September 30,

The following table shows the Company’s net realized gains during the three months ending on March 31, 2026 and 2025, respectively, on certain marketable equity securities.

Three Months Ended March 31,

(in thousands)

Sales Proceeds

$ 3,075 $ 166 $ 3,818 $ 2,797

Cost of securities sold

1,477 90 2,510 2,905

Realized gain (loss)

$ 1,598 $ 76 $ 1,308 $ ( 108 )

For the quarter ended September 30, 2025, the Company recognized dividends received of approximately $ 316,000 in non-operating income in its condensed consolidated statements of operations.

For the nine months ended September 30, 2025, the Company recognized dividends received of approximately $ 1,150,000 in non-operating income in its condensed consolidated statements of operations.

Realized gains / (losses)

For the quarter ended March 31, 2026, the Company recognized dividends received of approximately $ 426,000 in non-operating income in its condensed consolidated statements of operations.

For the quarter ended March 31, 2025, the Company recognized dividends received of approximately $ 443,000 in non-operating income in its condensed consolidated statements of operations.

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

As of September 30, 2025, the Company had no outstanding borrowings under its margin account, which is no change from December 31, 2024 when the Company had no outstanding borrowings under the same account.

As of March 31, 2026, the Company had no outstanding borrowings under its margin account, which is no change from December 31, 2025, when the Company had no outstanding borrowings under the same account.

Margin account borrowings, when utilized, are used for the purchase of marketable equity securities and as a source of short-term liquidity and are included in accrued expenses and other liabilities on our condensed consolidated balance sheets.

Our marketable equity securities portfolio had a net unrealized pre-tax gain in market value of approximately $ 1,392,000 during the third quarter of 2025, and a net unrealized pre-tax gain in market value of approximately $ 2,365,000 during the third quarter of 2024, which were reported as non-operating income in its condensed consolidated statements of operations for the respective periods.

Our marketable equity securities portfolio had a net unrealized pre-tax loss in market value of approximately $ 1,626,000 during the first quarter of 2026, and a net unrealized pre-tax gain in market value of approximately $ 1,316,000 during the first quarter of 2025, which were reported as non-operating income in its condensed consolidated statements of operations for the respective periods.

STOCK-BASED COMPENSATION

The Company maintains a stock incentive plan under which incentive and non-qualified stock options and other stock awards may be granted.

On February 15, 2024, the Company’s Board of Directors adopted, and on October 31, 2024, our shareholders approved, the 2024 Equity Incentive Plan, as amended (the “2024 Plan”).

The Company maintains a stock incentive plan under which incentive and nonqualified stock options and other stock awards may be granted.

On February 15, 2024, the Company’s Board of Directors adopted, and on October 31, 2024, our shareholders approved, the 2024 Equity Incentive Plan (the “2024 Plan”).

Under the 2024 Plan, 1,600,000 shares are reserved for the issuance of stock awards to employees, officers, directors, consultants and advisors of the Company.

The stock option exercise price and the restricted stock unit purchase price under the 2024 Plan shall not be less than 100 % of the fair market value of the Company’s common stock on the date the award is granted.

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 other award is granted.

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.

The stock option exercise price and the restricted stock purchase price under the 2024 Plan shall not be less than 100 % of the fair market value of the Company’s common stock on the date the award is granted.

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.

The Company did not grant any shares of common stock during the first three months of 2026.

During the first three months of 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 grant date fair values 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.

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.

4 unchanged sentences

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

The total grant date fair value of stock vested during the first nine months of 2025 was approximately $ 437,000 .

The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first nine months of 2025, was approximately $ 325,000 and includes approximately $ 45,000 recognized as a result of the issuance of shares to certain non-employee directors.

The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $ 0.01 during the first nine months of 2025.

As of September 30, 2025, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 2,178,000 , which is being amortized on a straight-line basis over the remaining vesting period.

The total grant date fair value of stock vested during the first three months of 2026 was approximately $ 468,000 .

Total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first three months of 2026, was approximately $ 98,000 .

The recognition of stock-based compensation expense did not materially affect basic or diluted earnings per common share (less than $ 0.01 per share) during the first three months of 2026.

As of March 31, 2026, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 1,391,000 , which is being amortized on a straight-line basis over the remaining vesting period.

As a result, the Company expects to recognize approximately $ 361,000 in additional compensation expense related to unvested stock awards during the remainder of 2026 and to recognize approximately $ 454,000 , $ 449,000 , $ 122,000 and $ 5,000 in additional compensation expense related to unvested stock-based awards during the years 2027, 2028, 2029, and 2030, respectively.

The total grant date fair value of stock vested during the first nine months of 2024 was approximately $ 928,000 .

The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first nine months of 2024, was approximately $ 550,000 and included approximately $ 38,000 recognized as a result of the issuance of shares to certain non-employee directors.

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

As of September 30, 2024, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 1,536,000 , which was being amortized on a straight-line basis over the remaining vesting period.

A summary of the status of the Company’s non-vested stock awards as of September 30, 2025, and changes during the nine months ended September 30, 2025, is as follows:

The total grant date fair value of stock vested during the first three months of 2025 was approximately $ 354,000 .

The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first three months of 2025, was approximately $ 266,000 .

The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $ 0.01 during the first three months of 2025.

As of March 31, 2025, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 2,659,000 , which was being amortized on a straight-line basis over the remaining vesting period.

A summary of the status of the Company’s non-vested stock-based awards as of March 31, 2026, and changes during the three months ended March 31, 2026, is as follows:

Stock-Based Awards

Average Grant

1 unchanged sentence

Non-vested at January 1, 2026

128,591 $ 13.79

Unrestricted Shares Issued

Restricted Stock Units Issued 200,000 14.13

Canceled/forfeited/expired

( 141,329 ) 11.90

( 15,862 ) 27.52

Non-vested at September 30, 2025

174,262 $ 14.49

Non-vested at March 31, 2026

SEGMENT INFORMATION

6 unchanged sentences

Truckload Services revenues and Brokerage and Logistics Services revenues, each before fuel surcharges, were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

Three Months Ended March 31,

(in thousands, except percentage data)

Truckload Services revenue

5 unchanged sentences

The Company provides truckload transportation services as well as brokerage and logistics services to customers throughout the United States and portions of Canada and Mexico.

The table below presents revenue dollars and percentages, each including fuel surcharges, by geographic area:

Three Months Ended September 30,

Nine Months Ended September 30,

The table below presents revenues, including fuel surcharges, by geographic area, expressed in both dollars and as a percentage of total revenue.

Three Months Ended March 31,

(in thousands, except percentage data)

8 unchanged sentences

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.

As of September 30, 2025, there remain 474,016 shares of common stock authorized for repurchase 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 September 30, 2025.

During the three months ended March 31, 2026, the Company repurchased 1,171 shares of its common stock at an aggregate cost of approximately $ 11,300 under this program.

As of March 31, 2026, there remain 472,845 shares of common stock authorized for repurchase under this plan.

The Company accounts for treasury stock using the cost method.

As of September 30, 2025, 1,451,586 shares were held in the treasury at an aggregate cost of approximately $ 28,924,000 .

As of March 31, 2026, 1,452,757 shares were held in the treasury at an aggregate cost of approximately $ 28,935,000 .

EARNINGS PER SHARE

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

(in thousands, except per share data)

Net (Loss)/Income

$ ( 5,587 ) $ 2,412 $ ( 23,356 ) $ ( 217 )

Basic weighted average common shares outstanding

20,926 21,771 21,305 21,911

Dilutive effect of common stock equivalents

Diluted weighted average common shares outstanding

20,926 21,825 21,305 21,911

Basic (loss)/earnings per share

$ ( 0.27 ) $ 0.11 $ ( 1.10 ) $ ( 0.01 )

Diluted (loss)/earnings per share

$ ( 0.27 ) $ 0.11 $ ( 1.10 ) $ ( 0.01 )

Basic loss per share

Diluted loss per share

The Company and its subsidiaries are subject to U.S.

3 unchanged sentences

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 September 30, 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.

As of March 31, 2026, 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.

As of September 30, 2025, an adjustment to the Company’s condensed consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws.

As of March 31, 2026, an adjustment to the Company’s condensed consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws.

The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense.

During the nine months ended September 30, 2025 and 2024, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

The Company’s effective income tax rates were 25.3 % and 23.8 % for the nine months ended September 30, 2025 and 2024, respectively.

Our effective tax rate for the nine months ended September 30, 2025 differs from amounts computed by applying the United States federal statutory rates to pre-tax income primarily due to state income taxes.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law.

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.

These provisions are effective for tax years beginning after December 31, 2024, and therefore apply to the Company’s 2025 tax year.

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 projected federal net operating loss position for the year ending 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 quarter ended September 30, 2025.

The net operating loss partially offset previously recorded deferred tax balances, resulting in a net decrease of $ 8.5 million in deferred tax liabilities as of September 30, 2025 compared to December 31, 2024.

The effects of the OBBBA have been reflected in the Company’s current and deferred tax calculations as of September 30, 2025, in accordance with ASC 740 - 10 - 45 - 15, which requires the Company to recognize the impact of enacted changes in tax laws on both current tax expense and deferred tax assets and liabilities in the period of enactment, and to provide sufficient disclosure so that users of the financial statements understand the effect of such changes on the Company’s financial position and results of operations.

During the three months ended March 31, 2026 and 2025, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

The Company’s effective income tax rates were 23.3 % and 24.2 % for the three months ended March 31, 2026 and 2025, respectively.

Our effective tax rate for the three months ended March 31, 2026 differs from amounts computed by applying the United States federal statutory rates to pre-tax income primarily due to state income taxes.

The Company’s income tax provision for interim periods is based on an estimated annual effective tax rate, adjusted for discrete items, if any.

There were no material discrete tax items recorded during the three months ended March 31, 2026.

FAIR VALUE OF FINANCIAL INSTRUMENTS

11 unchanged sentences

The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

At September 30, 2025, the following items are measured at fair value on a recurring basis:

At March 31, 2026, the following items are measured at fair value on a recurring basis:

(in thousands)

Marketable equity securities

$ 46,802 $ 46,802 - -

The Company’s investments in marketable securities are recorded at fair value based on quoted market prices.

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For long-term debt other than the lines of credit, the fair values are estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

The carrying value and estimated fair value of this other long-term debt at September 30, 2025 was as follows:

The carrying value and estimated fair value of this other long-term debt at March 31, 2026 was as follows:

(in thousands)

Long-term debt

$ 342,427 $ 340,931

The Company has not elected the fair value option for any of its financial instruments.

NOTES PAYABLE

During the first nine months of 2025, the Company’s subsidiaries entered into installment obligations totaling approximately $ 76.3 million for the purpose of purchasing revenue equipment and other assets.

These obligations are payable in monthly installments and are recorded in long-term debt and current maturities on the condensed consolidated balance sheets.

The terms of these obligations range from 60 to 84 months.

COMMITMENTS AND CONTINGENCIES

During the first three months of 2026, the Company’s subsidiaries entered into installment obligations totaling approximately $ 7.4 million for the purpose of purchasing revenue equipment and other assets.

These obligations are payable in monthly installments over a term of 60 months and are recorded in long-term debt and current maturities on the condensed consolidated balance sheets.

We are involved in certain claims and pending litigation arising from the ordinary conduct of business.

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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 were previously 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.

During the three months ended March 31, 2026, the Company finalized a 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 was executed by all parties on March 30, 2026 and resolves all claims related to this matter.

As of March 31, 2026, the Company has paid $ 1.5 million related to this settlement.

The remaining payments are expected to be made in accordance with the settlement agreement, with approximately $ 18.0 million due during the remainder of 2026 and approximately $ 7.0 million due in 2027.

The Company had previously recorded a liability of $ 26.5 million as of December 31, 2025.

As of March 31, 2026, the remaining liability was $ 25.0 million.

This amount is recorded in accrued expenses and other liabilities on the condensed consolidated balance sheets.

No adjustments to the previously recorded liability were required during the three months ended March 31, 2026.

There is no remaining material exposure related to this matter as of March 31, 2026.

The Company currently leases shop, office and parking spaces in various locations in the United States and Mexico.

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The initial lease term for certain shop and office locations is for periods ranging from one to five years with early cancellation options.

The Company prefers that leases include early cancellation provisions to prevent becoming locked into long-term leases that become operationally unjustified and to allow the flexibility to pursue more cost-effective options for similar properties if they become available.

The Company prefers that leases include early cancellation provisions to prevent them from becoming locked into long-term leases that become operationally unjustified and to allow the flexibility to pursue more cost-effective options for similar properties if they become available.

These leases often include the option to extend for additional periods, which may or may not be exercised.

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The Company leases trucks to owner-operators under our lease-to-own program.

We also lease dock space to a related party at our Laredo, Texas terminal.

Prior to the sale of certain real property located in Laredo, Texas in March 2026, as described in Note O, the Company leased dock space at that facility to a related party.

That lease arrangement terminated in connection with the sale of the property.

Right-of-Use Leases

The Company is party to an operating lease with initial terms of three years and does not provide an option for early cancellation.

In accordance with the provisions of ASC Topic 842, this lease resulted in the recognition of a right-of-use asset and corresponding operating lease liability of $ 0.8 million as of September 30, 2025.

The Company is party to operating leases which include initial terms ranging from three to ten years and which do not include an option for early cancellation.

In accordance with the provisions of ASC Topic 842, these leases resulted in the recognition of right-of-use assets and corresponding operating lease liabilities, respectively, valued at $ 7.0 million as of March 31, 2026.

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 September 30, 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 this lease agreement may contain provisions to extend after the initial term for an additional five years, 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 September 30, 2025.

Scheduled amounts and timing of cash flows arising from future right-of-use operating lease payments at September 30, 2025, are:

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 March 31, 2026.

Scheduled amounts and timing of cash flows arising from operating lease payments at March 31, 2026, are:

Maturity of Lease Liabilities

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Weighted-average discount rate for operating leases

No new right-of-use assets were recognized as a non-cash asset addition that resulted from new operating lease liabilities during the three months ended September 30, 2025.

Cash paid for amounts included in the present value of operating lease liabilities was $ 0.1 million during the nine months ended September 30, 2025 and is included in operating cash flows within the condensed consolidated statement of cash flows.

No new right-of-use assets were recognized as a non-cash asset addition that resulted from new operating lease liabilities during the three months ended March 31, 2026.

Cash paid for amounts included in the present value of operating lease liabilities was $ 0.2 million during the three months ended March 31, 2026, and is included in operating cash flows within the condensed consolidated statement of cash flows.

Operating Lease Costs

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

$ 72 $ - $ 120 $ 114

( 411 ) 927 1,453 2,608

$ ( 339 ) $ 927 $ 1,573 $ 2,722

Lease Revenue

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Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Leased truck revenue (recorded in revenue, before fuel surcharge)

$ 2,567 $ 2,630 $ 7,794 $ 7,122

Leased building space revenue (recorded in non-operating income)

203 121 615 360

Leased facility space revenue (recorded in non-operating income)

Total lease revenue

$ 2,770 $ 2,751 $ 8,409 $ 7,482

The Company leases trucks to owner-operators under operating leases, which generally have a term of up to five years and include options to purchase the truck at the end of the lease.

In the event that an owner-operator defaults on their lease, the Company generally leases the truck to another independent contractor.

As of September 30, 2025, the gross carrying value of trucks underlying these leases was $ 67.3 million and accumulated depreciation was $ 36.1 million.

The Company has a lease-purchase program whereby we offer independent contractors the opportunity to lease a Company-owned truck.

The terms associated with these leases require weekly lease payments over the terms of the leases, which range from 5 to 60 months.

Payments under this program are classified in the Company’s financial statements under the consolidated statement of operations category Revenue.

As of March 31, 2026, the gross carrying value of trucks underlying these leases was $ 86.7 million and accumulated depreciation was $ 39.8 million.

Depreciation is calculated on a straight-line basis over the estimated useful life of the equipment, down to an estimated salvage value.

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In other cases, where salvage values are not guaranteed, estimates of salvage value are based on the expected market values of equipment at the time of disposal.

During the quarter ended September 30, 2025, the Company incurred $ 2.4 million of depreciation expense for these assets.

The Company leases dock space to a related party at our Laredo, Texas, terminal.

The dock space is depreciated in conjunction with the structures and improvements for the entire Laredo terminal on a straight-line basis over the estimated useful life of the assets.

Lease income is recorded as a component of non-operating income in our condensed consolidated statements of operations.

During the quarter ended March 31, 2026, the Company incurred $ 2.7 million of depreciation expense for these assets.

Lease Receivables

Future minimum operating lease payments receivable at September 30, 2025:

Future minimum operating lease payments receivable at March 31, 2026:

(in thousands)

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Total future minimum lease payments receivable

NONCASH INVESTING AND FINANCING ACTIVITIES

The Company financed approximately $ 46.3 million in equipment purchases during the first nine months of 2025 utilizing noncash financing, compared to approximately $ 75.0 million during the same period of 2024.

RELATED PARTY TRANSACTIONS

In March 2026, the Company sold certain real property located in Laredo, Texas, consisting of land, office space, maintenance shop, and dock facilities, to Crown Enterprises, LLC (the “Buyer”), a related party.

The Buyer is an affiliate of the Company due to common control by a significant shareholder.

The transaction was not part of a broader arrangement and did not include any continuing involvement by the Company.

The Company did not enter into a lease or other ongoing contractual arrangement with the Buyer in connection with the sale.

The property had a carrying value of $ 7.1 million and was sold for $ 19.8 million, resulting in a gain of $ 12.7 million, which is included in “Gain on sale or disposition of assets” within operating expenses in the consolidated statement of operations.

The sales price was based on an independent third -party appraisal.

Cash proceeds from the transaction were $ 13.6 million, reflecting the $ 19.8 million sales price less repayment of approximately $ 6.0 million of outstanding debt secured by the property and transaction costs, which were not material.

The purchase price was paid in cash at closing.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

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increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees;

potential economic, business or operational disruptions or uncertainties that may result from any future public health crises;

the resale value of the Company's used equipment;

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competition from trucking, rail, and intermodal competitors including reductions in rates resulting from competitive bidding;

the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations;

our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems;

our ability to develop, implement and govern suitable information technology systems and prevent failures in or breaches, disruptions or unauthorized use of such systems;

the impact of pending or future litigation;

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the potential impact of new laws, regulations or policy, including, without limitation, rules regarding the classification of independent contractors as employees, tariffs, import/export, trade and immigration regulations or policies;

the impacts of ongoing or future military conflicts and other major domestic or international events;

the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations;

potential economic, business or operational disruptions or uncertainties that may result from any future public health crises;

and other factors, including risk factors, included from time to time in filings made by the Company with the Securities and Exchange Commission.

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The Company is a holding company that owns subsidiaries engaged in providing truckload dry van carrier services transporting general commodities throughout the continental United States, as well as in certain Canadian provinces.

The Company’s consolidated operating subsidiaries also provide transportation services in Mexico through its gateways in Laredo and El Paso, Texas under agreements with Mexican carriers.

The Company’s consolidated operating subsidiaries also provide transportation services in Mexico under agreements with Mexican carriers.

Unless the context otherwise requires, this report presents information regarding the Company and its subsidiaries on a consolidated basis.

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The Company has carefully considered the segment reporting requirements under Accounting Standards Codification (“ASC”) 280 and has determined that both our truckload operations and our brokerage/logistics operations have similar qualitative and quantitative economic characteristics and are impacted by virtually the same economic factors, such as rates per mile, equipment utilization and the percentage of non-compensated miles.

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.

Truckload services revenues, excluding fuel surcharges, represented 68.6% and 68.8% of total revenues, excluding fuel surcharges, for the quarters ended September 30, 2025, and 2024, respectively.

Truckload services revenues, excluding fuel surcharges, represented 63.8% and 67.6% of total revenues, excluding fuel surcharges, for the quarters ended March 31, 2026, and 2025, respectively.

The remaining operating revenues, before fuel surcharges, for the same periods were generated from brokerage and logistics services, representing 36.2% and 32.4%, respectively.

The main factors that impact our profitability on the expense side are the costs incurred in transporting freight for our customers.

Currently, our most challenging costs include capital equipment, wage and benefits costs, driver recruitment, training, independent broker costs (which we record as purchased transportation), maintenance, fuel and insurance costs.

Currently, our most challenging costs include fuel, driver recruitment, training, wage and benefits costs, independent broker costs (which we record as purchased transportation), insurance, maintenance and capital equipment costs.

In discussing our results of operations, we use revenue, before fuel surcharge (and fuel expense, net of fuel surcharge), because management believes that eliminating the impact of this sometimes volatile source of revenue allows a more consistent basis for comparing our results of operations from period to period.

During the three months ended September 30, 2025 and 2024, approximately $17.3 million and $21.8 million, respectively, of the Company’s total revenue was generated from fuel surcharges.

During the nine months ended September 30, 2025 and 2024, approximately $53.3 million and $66.1 million, respectively, of the Company’s total revenue was generated from fuel surcharges.

During the three months ended March 31, 2026 and 2025, approximately $19.2 million and $18.6 million, respectively, of the Company’s total revenue was generated from fuel surcharges.

We may also discuss certain changes in our expenses as a percentage of revenue, before fuel surcharge, rather than absolute dollar changes.

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Three Months Ended

Nine Months Ended

September 30,

(percentages)

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Insurance and claims

(Gain)/loss on sale or disposal of property

Gain on sale or disposal of assets

Total operating expenses

3 unchanged sentences

Loss before income taxes

THREE MONTHS ENDED SEPTEMBER 30, 2025 VS.

THREE MONTHS ENDED SEPTEMBER 30, 2024

During the third quarter of 2025, truckload services revenue, before fuel surcharges, decreased 17.6% to $91.2 million as compared to $110.6 million during the third quarter of 2024.

The decrease relates primarily to a 10.7% decrease in total miles travelled from 46.5 million for the third quarter of 2024 to 41.5 million for the third quarter of 2025 and to a 2.4% decrease in our rate per mile, from $2.10 for the third quarter of 2024 to $2.06 for the third quarter of 2025.

The reduction in total miles was primarily driven by a 10.0% reduction in the average number of trucks operated while the average miles driven by each truck for the third quarter of 2025 compared to the third quarter of 2024 remained relatively flat.

The reduction in truck count and miles is a result of the ongoing freight recession, characterized by an oversupply of available trucks in the market compared to available freight.

Salaries, wages and benefits increased from 38.2% of revenues, before fuel surcharges, in the third quarter of 2024 to 40.9% of revenues, before fuel surcharges, during the third quarter of 2025.

The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.

Operating supplies and expenses increased from 11.7% of revenues, before fuel surcharges, during the third quarter of 2024 to 12.6% of revenues, before fuel surcharges, during the third quarter of 2025.

The increase relates primarily to the interaction of expenses with fixed-cost characteristics, such as rents, driver training schools and operating taxes and licenses with a decrease in revenue.

Rent and purchased transportation decreased slightly to 26.2% of revenues, before fuel surcharges for the quarter ended September 30, 2025, from 26.7% of revenues, before fuel surcharges during the third quarter of 2024.

The decrease was primarily attributable to reduced use of third-party carriers within the Truckload division, as the Company hauled a higher proportion of freight with Company equipment and contracted owner-operators.

Depreciation increased from 15.8% of revenues, before fuel surcharges, during the third quarter of 2024 to 21.3% of revenues, before fuel surcharges, during the third quarter of 2025.

The increase is primarily attributed to management’s change in accounting estimates related to the salvage values and useful lives of revenue equipment during the quarter ended December 31, 2024.

During the fourth quarter of 2024, the Company conducted a review of its revenue equipment and determined that changes in market conditions and expected asset usage warranted a revision to the estimated useful lives and salvage values of certain equipment.

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.

This change in accounting estimates shortened the depreciable life and increased the depreciable base for a significant portion of the company’s revenue equipment, thus increasing future monthly depreciation expense for the affected assets.

In addition to the effect from the Company’s previous change in accounting estimate, the year-over-year increase can also be attributed to the interaction of a decrease in operating revenues with the fixed-cost nature of depreciation expense.

Gain on disposition of equipment increased from 0.2% of revenues, before fuel surcharges, during the third quarter of 2024 to 4.4% of revenues, before fuel surcharges, during the third quarter of 2025.

The increase was primarily due to the disposition of revenue equipment effected by management’s change in accounting estimates related to the salvage value and useful lives of revenue equipment during the year ended December 31, 2024.

The reduced estimated salvage values had a direct impact on gains recognized when disposing revenue equipment during the nine months ended September 30, 2025.

Non-operating income decreased from 3.3% of revenues, before fuel surcharges, during the third quarter of 2024 to 2.8% of revenues, before fuel surcharges, during the third quarter of 2025.

The decrease was primarily attributable to smaller unrealized gains reflecting slower market appreciation in the value of the Company’s marketable equity securities, partially offset by higher realized gains from sales of marketable equity securities during the third quarter of 2025 compared to the same period in 2024.

Interest expense increased from 2.5% of revenues, before fuel surcharges, during the third quarter of 2024 to 4.8% of revenues, before fuel surcharges, during the third quarter of 2025.

The increase is attributed to the Company’s increased long-term debt from $288.7 million at September 30, 2024 to $342.4 million at September 30, 2025, coupled with an increase in interest rates as the Company’s weighted average interest rate increased from 4.73% in 2024 to 5.19% in 2025.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 100.5% for the third quarter of 2024 to 106.7% for the third quarter of 2025.

NINE MONTHS ENDED SEPTEMBER 30, 2025 VS.

NINE MONTHS ENDED SEPTEMBER 30, 2024

For the nine months ended September 30, 2025, truckload services revenue, before fuel surcharges, decreased 13.4% to $276.4 million as compared to $319.4 million for the nine months ended September 30, 2024.

The decrease relates primarily to an 11.8% decrease in total miles travelled from 139.5 million during the first nine months of 2024 to 123.1 million for the first nine months of 2025 and to a 2.6% decrease in our rate per mile, from $2.10 for the first nine months of 2024 to $2.05 for the first nine months of 2025.

The reduction in total miles was primarily driven by an 8.1% reduction in the average number of trucks operated while the average miles driven by each truck remained relatively flat when comparing the nine months ending September 30, 2025 to the nine months ending September 30, 2024.

The reduction in truck count and miles is a result of the ongoing freight recession, characterized by an oversupply of available trucks in the market compared to available freight.

Salaries, wages and benefits increased from 39.0% of revenues, before fuel surcharges, in the first nine months of 2024 to 41.3% of revenues, before fuel surcharges, during the first nine months of 2025.

THREE MONTHS ENDED MARCH 31, 2026 VS.

THREE MONTHS ENDED MARCH 31, 2025

During the first quarter of 2026, truckload services revenue, before fuel surcharges, decreased 15.3% to $78.3 million, compared to $92.4 million for the first quarter of 2025.

The decrease was primarily due to a 7.0% decline in rate per mile, from $2.04 for the quarter ended March 31, 2025 to $1.90 for the quarter ended March 31, 2026, as well as a 5.8% decrease in the average number of manned trucks during the period.

The impact of the reduction in manned trucks was partially offset by a 5.8% increase in truck utilization, as measured by miles per truck per day.

Salaries, wages and benefits increased from 41.3% of revenues, before fuel surcharges, in the first quarter of 2025 to 47.1% of revenues, before fuel surcharges, during the first quarter of 2026.

The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.

Operating supplies and expenses increased from 11.9% of revenues, before fuel surcharges, in the first nine months of 2024 to 12.8% of revenues, before fuel surcharges, during the first nine months of 2025.

The increase relates primarily to the interaction of expenses with fixed-cost characteristics, such as rents, driver training schools and operating taxes and licenses with a decrease in revenue.

Rent and purchased transportation increased from 25.3% of revenues, before fuel surcharges, in the first nine months of 2024 to 27.4% of revenues, before fuel surcharges, during the first nine months of 2025.

The increase was primarily due to a year-over-year increase in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers.

Depreciation increased from 17.1% of revenues, before fuel surcharges, during the first nine months of 2024 to 22.7% of revenues, before fuel surcharges, during the first nine months of 2025.

The increase is primarily attributed to management’s change in accounting estimates related to the salvage values and useful lives of revenue equipment during the year ended December 31, 2024.

Gain on disposition of equipment increased from 0.0% of revenues, before fuel surcharges, during the first nine months of 2024 to 4.1% of revenues, before fuel surcharges, during the first nine months of 2025.

The reduced estimated salvage values had a direct impact on gains recognized when disposing revenue equipment during the nine months ended September 30, 2025.

Non-operating income increased from 2.3% of revenues, before fuel surcharges, during the first nine months of 2024 to 2.6% of revenues, before fuel surcharges, during the first nine months of 2025.

Although gains on marketable equity securities were relatively consistent year over year, the increase in non-operating income as a percentage of revenue reflects lower operating revenues in 2025 compared to the prior-year period.

Interest expense increased from 2.6% of revenues, before fuel surcharges, during the first nine months of 2024 to 4.4% of revenues, before fuel surcharges, during the first nine months of 2025.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 102.8% for the first nine months of 2024 to 110.0% for the first nine months of 2025.

Rent and purchased transportation decreased from 25.8% of revenues, before fuel surcharges, during the first quarter of 2025 to 23.5% of revenues, before fuel surcharges, during the first quarter of 2026.

The decrease was primarily due to a quarter-over-quarter decrease in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers.

Insurance and claims expense increased from 5.1% of revenues, before fuel surcharges, during the first quarter of 2025 to 6.5% of revenues before fuel surcharges, during the first quarter of 2026.

This increase relates primarily to an increase in accident reserves recognized in the first quarter of 2026, as compared to the first quarter of 2025, as well as lower operating revenues, which reduced the leverage of certain fixed-cost elements of insurance and claims expense.

Other operating expenses increased from 4.5% of revenues, before fuel surcharges, during the first quarter of 2025 to 7.4% of revenues, before fuel surcharges, during the first quarter of 2026.

The increase was primarily due to lower operating revenues, which reduced the leverage of certain fixed costs included in other operating expenses, such as supplies and advertising expense, as well as an increase in legal and professional expenses during the first quarter of 2026, primarily associated with general operational support initiatives.

Gain on sale or disposal of assets increased from 3.3% of revenues, before fuel surcharges, for the quarter ended March 31, 2025 to 19.3% of revenues, before fuel surcharges, for the quarter ended March 31, 2026.

The increase was primarily due to a $12.7 million gain recognized on the sale of certain real property in Laredo, Texas, to a related party during the first quarter of 2026.

The property consisted of land and operating facilities previously used in the Company’s trucking operations and was sold at a value determined based on an independent third-party appraisal.

Gain on sale or disposal of assets for the first quarter of 2025 consisted solely of gains on the disposal of used revenue equipment.

Excluding this transaction, gain on sale or disposal of assets for the first quarter of 2026 would have been consistent with historical levels.

Non-operating income increased from 2.7% to 4.3% of revenues, before fuel surcharges, for the periods presented.

The increase was primarily due to net realized gains on the sale of marketable equity securities during the current quarter, partially offset by unrealized losses from declines in the market value of the Company’s investment portfolio.

Interest expense increased from 4.2% of revenues, before fuel surcharges, during the first quarter of 2025 to 5.4% of revenues, before fuel surcharges, during the first quarter of 2026.

The increase is attributed to the Company’s increased weighted-average interest rate on debt from 5.04% during the first quarter of 2025 to 5.38% during the first quarter of 2026, meaning the Company experienced a higher overall cost of new borrowings.

The repayment of lower-rate debt and issuance of new debt at higher prevailing interest rates further contributed to the increase in interest expense.

The fixed-cost nature of interest expense, combined with lower operating revenues in the first quarter of 2026, also increased interest expense as a percentage of revenue.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, decreased from 110.9% for the first quarter of 2025 to 103.0% for the first quarter of 2026.

RESULTS OF OPERATIONS – LOGISTICS AND BROKERAGE SERVICES

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Three Months Ended

Nine Months Ended

September 30,

(percentages)

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Income before income taxes

THREE MONTHS ENDED SEPTEMBER 30, 2025 VS.

THREE MONTHS ENDED SEPTEMBER 30, 2024

During the third quarter of 2025, logistics and brokerage services revenue, before fuel surcharges, decreased 16.8% to $41.8 million as compared to $50.2 million during the third quarter of 2024.

The decrease was primarily related to a 28.8% decrease in the number of brokered loads during the third quarter 2025 as compared to 2024.

Rents and purchased transportation increased from 86.8% of revenues, before fuel surcharges, during the third quarter of 2024 to 90.2% of revenues, before fuel surcharges, during the third quarter of 2025.

The increase results from paying third-party carriers a larger percentage of customer revenue.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 94.3% for the third quarter of 2024 to 99.1% for the third quarter of 2025.

NINE MONTHS ENDED SEPTEMBER 30, 2025 VS.

NINE MONTHS ENDED SEPTEMBER 30, 2024

During the first nine months of 2025, logistics and brokerage services revenue, before fuel surcharges, decreased 21.9% to $127.0 million as compared to $162.6 million during the first nine months of 2024.

The decrease was primarily related to a 29.8% decrease in the number of brokered loads during the first nine months of 2025 as compared to the first nine months of 2024.

Rents and purchased transportation increased from 86.4% of revenues, before fuel surcharges, during the first nine months of 2024 to 89.4% of revenues, before fuel surcharges, during the first nine months of 2025.

The increase results from paying third-party carriers a larger percentage of customer revenue.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 94.0% for the first nine months of 2024 to 98.6% for the first nine months of 2025.

THREE MONTHS ENDED MARCH 31, 2026 VS.

THREE MONTHS ENDED MARCH 31, 2025

During the first quarter of 2026, logistics and brokerage services revenue, before fuel surcharges, was $44.4 million, consistent with $44.3 million during the first quarter of 2025.

The relatively flat performance was primarily related to a 4.2% increase in the number of brokered loads, offset by lower spot market rates during the first quarter of 2026 as compared to the prior-year period.

Rents and purchased transportation decreased from 88.4% of revenues, before fuel surcharges, during the first quarter of 2025 to 86.0% of revenues, before fuel surcharges, during the first quarter of 2026.

The decrease was primarily due to lower purchased transportation costs, reflecting improved spread between customer rates and third-party carrier costs.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved from 98.0% for the first quarter of 2025 to 95.4% for the first quarter of 2026.

RESULTS OF OPERATIONS – COMBINED SERVICES

THREE MONTHS ENDED SEPTEMBER 30, 2025 VS.

THREE MONTHS ENDED SEPTEMBER 30, 2024

Net loss for all divisions was approximately $5.6 million, or 4.2% in excess of revenues, before fuel surcharges, for the third quarter of 2025 as compared to net income of $2.4 million, or 1.5% of revenues, before fuel surcharges, for the third quarter of 2024.

The decrease in net income resulted in diluted loss per share of $0.27 for the third quarter of 2025 as compared to diluted earnings per share of $0.11 for the third quarter of 2024.

NINE MONTHS ENDED SEPTEMBER 30, 2025 VS.

NINE MONTHS ENDED SEPTEMBER 30, 2024

For the first nine months of 2025, net loss for all divisions was approximately $23.4 million, or 5.8% in excess of revenues, before fuel surcharges as compared to net loss of $0.2 million, or 0.1% in excess of revenues, before fuel surcharges for the first nine months of 2024.

The decrease in net income resulted in a diluted loss per share of $1.10 for the first nine months of 2025 as compared to diluted loss per share of $0.01 for the first nine months of 2024.

THREE MONTHS ENDED MARCH 31, 2026 VS.

THREE MONTHS ENDED MARCH 31, 2025

Net loss for all divisions was approximately $0.01 million, or (0.01)% of revenues, before fuel surcharges, for the first quarter of 2026 as compared to net loss of $8.1 million, or (6.0)% of revenues, before fuel surcharges, for the first quarter of 2025.

The reduction in net loss resulted in diluted loss per share of $(0.00) for the first quarter of 2026 as compared to diluted loss per share of $(0.37) for the first quarter of 2025.

LIQUIDITY AND CAPITAL RESOURCES

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Our primary sources of liquidity have been funds provided by operations, proceeds from the sales of revenue equipment, borrowings under our lines of credit, installment notes, investment margin account, and issuances of equity securities.

During the first nine months of 2025, we generated $23.1 million in cash from operating activities.

Investing activities generated $21.9 million in cash in the first nine months of 2025.

Financing activities used $44.4 million in cash in the first nine months of 2025.

During the first three months of 2026, we used $2.7 million in cash from operating activities.

Investing activities generated $28.7 million in cash in the first three months of 2026.

Financing activities used $20.7 million in cash in the first three months of 2026.

Our primary use of funds is for the purchase of revenue equipment.

We typically use installment notes with fixed interest rates and terms ranging from 36 to 84 months, our existing line of credit on an interim basis, proceeds from the sale or trade of equipment, and cash flows from operations to finance capital expenditures and repay long-term debt.

During the first nine months of 2025, we utilized cash on hand and long-term debt to finance purchases of revenue equipment and other assets of approximately $21.6 million.

In addition, we acquired approximately $46.3 million of revenue equipment through vendor-direct financing arrangements.

These non-cash financing arrangements provide an additional source of liquidity for acquiring new equipment but do not result in cash inflows or outflows and, accordingly, are not reflected in the consolidated statement of cash flows.

During the first three months of 2026, we utilized cash on hand, long-term debt, and our line of credit to finance purchases of revenue equipment and other assets of approximately $14.4 million.

In addition, we acquired approximately $7.4 million of revenue equipment through vendor-direct financing arrangements during the first three months of 2026.

This non-cash financing arrangement provides an additional source of liquidity for acquiring new equipment but does not result in cash inflows or outflows and, accordingly, is not reflected in the consolidated statement of cash flows.

During the remainder of 2026, we expect to purchase approximately 550 new trucks and 600 new trailers while continuing to sell or trade older equipment, which we expect to result in net capital expenditures of approximately $78.8 million.

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

On April 11, 2025, we 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, we accepted 870,000 shares of our 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 we purchased reflects our right to purchase additional shares in the tender offer up to an additional 2% of our outstanding shares.

We funded the purchase of the accepted shares tendered with available cash.

We currently intend to retain our future earnings to finance our growth and do not anticipate paying cash dividends in the foreseeable future.

During the first nine months of 2025, we maintained a revolving line of credit with a borrowing limit of $60.0 million.

Under this credit facility, amounts outstanding bear interest at Term SOFR plus 3.35% (7.70% at September 30, 2025), are secured by our trade accounts receivable, and mature on July 1, 2027.

However, we may from time to time repurchase shares of our outstanding common stock, subject to economic and market conditions, available cash flows and other factors.

During the first three months of 2026, we maintained a revolving line of credit with a borrowing limit of $60.0 million.

Under this credit facility, amounts outstanding under the line bear interest at Term SOFR plus 3.35% (7.02% at March 31, 2026), are secured by our trade accounts receivable and mature on July 1, 2027.

The credit facility also establishes an “unused fee” of 0.25% if average borrowings are less than $18.0 million.

At September 30, 2025, we had no outstanding borrowings under the line of credit and approximately $0.2 million of outstanding letters of credit, with availability to borrow $59.8 million.

Prepaid expenses and deposits decreased from $11.6 million at December 31, 2024 to $8.0 million at September 30, 2025.

The decrease relates to the normal amortization of items prepaid as of December 31, 2024.

Our marketable equity securities portfolio grew $4.2 million during the first nine months of 2025 from $42.6 million at December 31, 2024 to $46.8 million at September 30, 2025.

The increase was driven entirely by unrealized gains due to favorable market value changes in the underlying equity holdings.

Revenue equipment decreased from $733.2 million at December 31, 2024 to $681.7 million at September 30, 2025.

The decrease is primarily due to the disposition of aging trucks and trailers during the first nine months of 2025, partially offset by purchases of new trucks and trailers during the first nine months of 2025.

During the first nine months of 2025, the Company’s current income tax position remained a net refundable asset of $2.5 million at September 30, 2025 compared a net refundable asset of $2.3 million at December 31, 2024.

The refundable current tax asset is a product of significant temporary differences recognized in the current year, most notably those related to accelerated depreciation.

The Company’s deferred income tax liability decreased from $92.5 million at December 31, 2024 to $84.0 million at September 30, 2025.

In July 2025, the federal government enacted new tax legislation, the One Big Beautiful Bill Act (the “OBBBA”), applicable to tax years beginning after December 31, 2024.

While the enactment of the OBBBA restored 100% bonus depreciation for qualifying capital assets and reinstated the EBITDA-based limitation on interest deductibility under Section 163(j)—both of which increased temporary differences and, all else equal, would have increased deferred tax liabilities—the overall decrease reflects the offsetting effect of net operating losses generated in the period.

As a result, the deferred tax liability decreased despite these legislative changes.

The OBBBA’s restoration of 100% bonus depreciation for qualifying capital assets acquired and placed in service after January 19, 2025 is expected to increase near-term deductions for fleet and facility investments and may reduce cash tax obligations in future periods.

The reinstatements of the EBITDA-based limitation on the deductibility of business interest under Section 163(j), replacing the prior EBIT-based calculation is expected to enhance the Company’s ability to deduct interest expense and reduce future cash tax liabilities.

The Company continues to evaluate the impact of this legislation on its deferred and current tax positions, including potential effects on future periods.

Accounts payable and accrued expenses remained relatively flat over the quarter, with balances of $33.1 million and $15.7 million, respectively at September 30, 2025 compared to $31.2 million and $14.6 million, respectively, at December 31, 2024.

At March 31, 2026, we had no outstanding borrowings against the line of credit and approximately $0.2 million of outstanding letters of credit, with availability to borrow $59.8 million.

Trade accounts receivable increased by approximately $12.9 million from $66.9 million as of December 31, 2025 to $79.8 million as of March 31, 2026.

The increase was primarily due to the timing of cash collections on revenue recognized during the latter part of the first quarter of 2026, which remained outstanding at quarter-end, as compared to the fourth quarter of 2025.

Our marketable equity securities portfolio decreased $7.7 million during the first quarter of 2026, from $48.5 million at December 31, 2025 to $40.8 million at March 31, 2026.

The decrease was primarily attributed to the sale of marketable equity securities approximating $11.7 million, offset by the unrealized appreciation in the fair value of the remaining portfolio of $4.0 million.

At March 31, 2026, the remaining marketable equity securities have a combined cost basis of approximately $22.1 million and a combined fair market value of approximately $40.8 million.

Property and equipment decreased from $792.4 million at December 31, 2025 to $760.0 million at March 31, 2026.

The decrease is primarily due to the disposition of aging trucks and trailers, as well as the sale of certain real property located in Laredo, Texas to a related party, which had a cost basis of $11.4 million, during the first quarter of 2026.

These decreases were partially offset by purchases of new trucks and trailers during the first quarter of 2026.

Accounts payable decreased from $32.8 million as of December 31, 2025 to $28.0 million as of March 31, 2026.

The decrease was primarily due to the payment of invoices during the first quarter of 2026 related to revenue equipment purchases outstanding at December 31, 2025.

Long-term debt and current maturities of long term-debt are reviewed on an aggregate basis, as the classification of amounts in each category are typically affected merely by the passage of time.

Long-term debt and current maturities of long-term debt, on an aggregate basis, increased from $325.6 million at December 31, 2024 to $342.4 million at September 30, 2025.

The increase was attributed entirely to the financing of additional revenue equipment during the first nine months of 2025.

Long-term debt and current maturities of long-term debt, on an aggregate basis, decreased from $333.9 million at December 31, 2025 to $320.7 million at March 31, 2026.

The decrease was primarily due to scheduled principal payments and the repayment of approximately $6.0 million of debt associated with the sale of certain real property in Laredo, Texas to a related party, during the first quarter of 2026, partially offset by new financing arrangements for revenue equipment.

NEW ACCOUNTING PRONOUNCEMENTS

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What changed 10-Q

Item 1. Financial Statements