What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-20 compared with 2025-02-21 · 70 added, 85 removed, 261 unchanged (37% of the section changed)

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Other of our customers periodically accept bids from multiple carriers for their shipping needs, which also periodically results in the loss of business to competitors.

Some of our customers have used or expanded their own private fleets rather than outsource loads to us, and others may do so in the future.

Some of our customers have used or expanded their own private fleets rather than outsourcing loads to us, and others may do so in the future.

Finally, our existing competitors, as well as new market entrants, have and continue to introduce new brokerage platforms or technologies, which has increased competition.

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Additionally, our responses to any union organizing efforts could negatively impact how our brand is perceived and have adverse effects on our business, including on our financial results.

These responses could also expose us to legal risk or reputational harm and cause us to incur costs to defend legal and regulatory actions.

These responses could also expose us to legal risk or

reputational harm and cause us to incur costs to defend legal and regulatory actions.

Moreover, any labor disputes or work stoppages, whether or not such actions culminate in a successful unionization campaign, could disrupt our operations and have a material adverse effect on our financial results.

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All of the Class I railroads in the U.S., including our current rail partners, are unionized and have a recent history of disruption due to labor disputes and collective action, including strikes.

While there is currently a contract in place between the Class I Railroads and the unions representing rail workers, underlying labor issues remain including, most prominently, precision-scheduled railroading, the business model adopted in recent years by Class I rail carriers which has been blamed by railroad unions as the reason for a dramatic reduction in the freight rail workforce, increased supply-chain congestion, and deteriorating railroad safety.

As a result, we cannot predict whether or when a labor dispute involving our rail partners could occur, the duration of such dispute, and the impact, if any, on our results of operations.

While there is currently a contract in place between the Class I railroads and the unions representing rail workers, we cannot predict whether or when a labor dispute involving our rail partners could occur, the duration of such dispute, and the impact, if any, on our results of operations.

Any strike or labor-related disruption at any of the Class I railroads can be expected to have an adverse impact on the results of operations of our Intermodal or Truckload segments.

In addition, a portion of the freight we deliver through both our Intermodal and Truckload segments is imported to the U.S.

through ports of call where workers are represented by the ILWU, a labor union which primarily represents a significant number of longshore workers at 29 ports across the West Coast, or the ILA, the largest union of maritime workers in North America, which represents a larger number of longshoremen on the Atlantic and Gulf Coasts, Great Lakes, major U.S.

rivers, Puerto Rico, and Eastern Canada.

The west and east coast ports have long been the primary gateways for cargo coming into and leaving the U.S.

and have a long history of labor and other port disputes, protracted collective bargaining, and contract negotiations which, in the past, have involved port disputes and closures, as well as threats of a strike that would have disrupted domestic supply chains.

For example, the ILA went on strike for three days in October 2024 following disputes with the USMX regarding pay and job security in connection with the negotiation of a new master contract.

The strike ended when ILA and USMX agreed to a short-term extension of their existing master contract.

In January 2025, the ILA again threatened to strike when the previous master contract extension expired on January 15, 2025, although this strike was avoided when the ILA and USMX agreed to a new six-year master contract.

There can be no guarantee that work stoppages or further disruptions at the west or east coast ports will not occur.

In July 2025, the UP announced it had entered into a merger agreement to purchase Norfolk Southern Railroad.

This merger is subject to approval by the companies’ shareholders and the Surface Transportation Board.

Should the merger be consummated, it would create the first transcontinental railroad company.

This would give the UP control of over 50,000 miles of track and access to major ports on the east and west coasts and could result in negative consequences for us, including less favorable contract terms with merged railroads and our other rail partners, reduced profitability, extended service issues post-merger during a period of integration or, possibly, a merger between the two remaining Class I railroads, which could result in

significant operating inefficiencies.

Previous mergers have led to backups and increased congestion.

Such backups or congestion could have an adverse impact on our Intermodal segment’s operations.

Additionally, new intermodal service offerings could lead to decreased intermodal transit times and result in the conversion of over-the-road services to intermodal.

Our strategic investments in technology companies and strategic partners are inherently risky, and the valuation of these investments is subject to volatility which could result in a significant charge to earnings.

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The cost, integration, and performance of any such acquisition may adversely affect our business, results of operations, financial condition, and cash flows.

As part of our strategy to grow and expand our service offerings and create shareholder value, we have actively been engaged in identifying acquisition targets which meet our acquisition criteria and recently consummated several acquisitions in this regard.

As part of our strategy to grow and expand our service offerings and create shareholder value, we have actively been engaged in identifying acquisition targets which meet our acquisition criteria, and we have completed several such acquisitions in recent periods.

We may be unable to generate sufficient revenue or earnings from these acquisitions, or any future acquired business, to offset our acquisition or investment costs, and the acquired business may otherwise fail to meet our operational or strategic expectations.

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The amount and timing of such capital expenditures depend on various factors, including anticipated freight demand and the price and availability of new or used tractors.

If anticipated freight volume differs materially from our forecasts or customer demand, our truckload operations may have too many or too few assets.

If freight volume differs materially from our forecasts or customer demand, our truckload operations may have too many or too few assets.

During periods of decreased customer demand, our asset utilization is challenged, and we may be forced to sell equipment on the open market in order to right-size our fleet.

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Our leasing business could also be at risk of inventory impairment if truck deliveries are not aligned with owner-operator demand, which could also have a materially adverse effect on our profitability.

Should demand for freight shipments weaken or our

margins suffer due to increased competition or general economic conditions, we may have to limit our fleet size or operate our transportation equipment for longer periods, either of which could have a materially adverse effect on our operations and profitability.

Should demand for freight shipments weaken or our margins suffer due to increased competition or general economic conditions, we may have to limit our fleet size or operate our transportation equipment for longer periods, either of which could have a materially adverse effect on our operations and profitability.

Our effective tax rate may fluctuate, which would impact our future financial results.

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We cannot give any assurance as to the stability or predictability of our effective tax rate in the future because of, among other things, uncertainty regarding the tax laws and policies of the countries where we operate.

Our tax returns are subject to periodic reviews or audits by domestic and international authorities, and these audits may result in adjustments to our provision for taxes or allocations of income or deductions that result in tax assessments different from amounts that we have estimated.

Our tax returns are subject to periodic

reviews or audits by domestic and international authorities, and these audits may result in adjustments to our provision for taxes or allocations of income or deductions that result in tax assessments different from amounts that we have estimated.

We regularly assess the likelihood of an adverse outcome resulting from these audits to determine the adequacy of our provision for taxes.

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If our effective tax rates were to increase or if our tax liabilities exceed our estimates and provisions for such taxes, our financial results could be adversely affected.

Insurance and claims expenses could significantly reduce our earnings.

Insurance or claims costs and expenses could significantly reduce our earnings, cash flows, or liquidity.

Our future insurance or claims costs and expenses might exceed historical levels, which could reduce our earnings.

We self‑insure, or insure through our wholly‑owned captive insurance company, a significant portion of our claims exposure resulting from auto liability, general liability, cargo, and property damage claims, as well as workers’ compensation.

In addition to insuring portions of our risk, our captive insurance company provides insurance coverage to our owner‑operator drivers.

We are also responsible for our legal expenses relating to such claims, which can be significant both on an aggregate and individual claim basis.

Although we reserve for anticipated losses and expenses and periodically evaluate and adjust our claims reserves to reflect our experience, estimating the number and severity of claims, as well as related costs to settle or resolve them, is inherently difficult, and such costs could exceed our estimates.

Accordingly, our actual losses associated with insured claims may differ materially from our estimates and adversely affect our financial condition and results of operations in material amounts.

As a supplement to our self-insurance program, we maintain insurance with excess insurance carriers for potential losses, which exceed the amounts we self-insure.

Although we believe our aggregate insurance limits should be sufficient to cover our historic claims amounts both individually and in the aggregate, the commercial trucking industry has experienced a wave of so-called “nuclear verdicts,” where juries have awarded tens or even hundreds of millions of dollars to accident victims and their families.

Given this recent trend, it is possible that one or more claims could exceed our aggregate coverage limits.

If any claim were to exceed our aggregate insurance coverage, we would bear the excess, in addition to our other self-insured amounts.

Given the current truck litigation environment, the amount of coverage available from excess insurance carriers is decreasing, and the premiums for this excess coverage are increasing significantly.

For the foregoing reasons, our insurance and claims expenses may increase, or we could increase our self-insured retention as policies are renewed or replaced.

In addition, we may assume additional risk within our captive insurance company that we may or may not reinsure.

Our results of operations and financial condition could be materially and adversely affected if (1) our costs or losses significantly exceed our aggregate coverage limits, (2) we are unable to obtain insurance coverage in amounts we deem sufficient, (3) our insurance carriers fail to pay on our insurance claims, or (4) we experience a claim for which coverage is not provided.

Accordingly, our actual losses associated with insured claims may differ materially from our estimates and adversely affect our financial condition, results of operations, cash flows, or liquidity.

As a supplement to our self‑insurance program, we maintain insurance with excess insurance carriers for potential losses that exceed the amounts we self‑insure.

For auto liability, general liability and property damage, additional layers of insurance coverage beyond the primary layer are provided through an excess insurance tower, which is a structured arrangement of multiple layers of excess insurance coverage.

Given the current litigation environment, including the rise in plaintiff awards and “nuclear verdicts,” premiums for this excess coverage continue to increase significantly.

These market dynamics may prevent us from securing excess insurance at acceptable pricing at certain layers of exposure, may require us to increase our self‑insured retention as policies are renewed or replaced, and may lead us to assume additional risk within our captive insurance company that we may or may not reinsure.

Although we believe our aggregate insurance program should be sufficient to cover our claims in most circumstances, it is possible that one or more claims could result in a loss or adverse litigation judgment that (i) exhausts a layer of excess insurance coverage, (ii) exceeds our aggregate excess coverage limits, or (iii) due to fragmentation in our excess tower, exposes us to a material liability within a specific excess layer for which we are self‑insured.

In any of these cases, we would bear the loss for such amounts, in addition to our other self‑insured amounts.

The commercial trucking industry, among other industries, has experienced verdicts in which juries have awarded tens or even hundreds of millions of dollars to accident victims and their families, increasing the risk that a single claim could exceed our aggregate coverage.

If any claim, or combination of claims within the same policy year, were to exceed our aggregate insurance coverage, or if coverage were otherwise unavailable at needed layers, we would be responsible for the excess.

Our results of operations, financial condition, cash flows, and liquidity could be materially and adversely affected if:

(1) our costs or losses significantly exceed our aggregate coverage limits;

(2) we are unable to obtain insurance coverage in amounts we deem sufficient or at acceptable pricing for needed layers;

(3) our insurance carriers fail to pay on our insurance claims;

(4) we experience a claim for which coverage is not provided;

or (5) adverse developments in claim frequency, severity, defense costs, or reserve estimates require significant additional cash outlays.

For example, in 2025, the limits of our excess insurance coverage were exhausted for one specific policy year as a result of a 2024 adverse verdict in a lawsuit arising out of a fatal motor vehicle accident that a Schneider driver is alleged to have caused, in addition to other losses occurring in that same policy year, with interest continuing to accrue on the judgment.

For additional information, refer to the discussion of total other expenses (income) under Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations .

Risks Relating to Our Governance Structure

Voting control of the Company is concentrated with a Voting Trust that was established for certain members of the Schneider family, which limits the ability of our other shareholders to influence major corporate transactions.

We currently have a dual class common stock structure consisting of (1) Class A common stock, entitled to ten votes per share and (2) Class B common stock, entitled to one vote per share.

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A Voting Trust holds the shares of Class A common stock that are beneficially owned by the Schneider family.

The directors who are members of our Corporate Governance Committee and are not Schneider family members serve as trustees of the Voting Trust, and in general, those directors have full power and discretion to vote the Class A shares included in the Voting Trust with two exceptions.

First, in the case of any Major Transaction (as defined under our Amended and Restated Bylaws, including, most notably, a transaction resulting in more than 40% of the voting power of our common stock being held outside of the Schneider family), the independent directors of our Corporate Governance Committee must vote the shares of common Class A stock held in the Voting Trust as directed by the trustees of certain trusts which have been established for the benefit of

certain Schneider family members.

Trust with two exceptions.

As a result, the outcome of the vote on any Major Transaction is not within the discretion of the Voting Trustees.

Second, the independent directors of our Corporate Governance Committee must vote the shares of common Class A stock held in the Voting Trust in accordance with a nomination process agreement pursuant to which two specified Schneider family members will be nominated to serve on our Board on an annual, rotating basis.

As a result of these arrangements, the Voting Trust controls the outcome of major corporate transactions that require or may be accomplished by shareholder approval, and our Class B shareholders would be unable to affect the outcome of such transactions should any be proposed.

As a result of these arrangements, the Voting Trust controls the outcome of corporate actions that require or may be accomplished by shareholder approval, including the election and removal of directors and transactions resulting in a change in control of the Company.

For so long as the Voting Trust maintains control of us, our Class B shareholders will be unable to affect the outcome of proposed corporate actions, including any Major Transactions should any be proposed.

We are a “controlled company” within the meaning of the rules of the NYSE and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements relating to our Compensation and Corporate Governance Committees.

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In light of present circumstances, we believe these provisions taken as a whole protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board and by providing our Board with more time to assess any acquisition proposal.

These provisions are not intended to make us immune from takeovers or prevent the removal of incumbent directors.

These provisions are not intended to make us immune to takeovers or prevent the removal of incumbent directors.

However, these provisions could delay or prevent an acquisition that our Board determines is not in the best interests of the Company and all of our stockholders.

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Some state and federal authorities have enacted, or are considering, new laws to make it harder to classify workers as independent contractors and easier for tax and other authorities to reclassify independent contractors as employees.

Under current DOL regulations, employers must consider six criteria and employ a “totality of the circumstances” analysis to determine whether a worker is an employee or a contractor, without predetermining whether one criterion outweighs the other.

The six factors, which are non-exhaustive, include a worker's opportunity for profit or loss;

investments made by the worker and the potential employer;

the degree of permanence of the work relationship;

and the degree of control an employer has over the work.

The factors also include the extent to which work performed is integral to the employer's business and the use of a worker's skill and initiative.

Although current DOL regulations increase the likelihood of an employee determination and, could dramatically limit the circumstances under which we may classify our current independent contractor owner-operators as independent contractors under FLSA, the DOL under the incoming Trump administration recently requested a pause in oral arguments regarding the current Independent Contractor Rule which may indicate that the new administration may not defend the rule.

However, any legislation or regulation which limits our ability to classify owner-operators as independent contractors could result in driver shortages or adversely impact our freight capacity which, in turn, could adversely impact our results of operations.

Additionally, courts in certain jurisdictions have issued decisions that could result in a greater likelihood that independent contractors will be judicially classified as employees.

Under DOL regulations issued in 2024, employers must consider six criteria and employ a “totality of the circumstances” analysis to determine whether a worker is an employee or a contractor, without predetermining whether one criterion outweighs the other.

Although current DOL regulations increase the likelihood of an employee determination and, could dramatically limit the circumstances under which we may classify our current independent contractor owner-operators as independent contractors under FLSA, the DOL, under the Trump administration, has announced that it will no longer apply the 2024 Independent Contractor Rule in determining classification of workers as employees or independent contractors.

The agency, instead, instructs field staff to use previously established guidance that we believe makes classification of workers as independent contractors (rather than workers) more likely, reflecting the current administration’s position on determining classification for protections under the FLSA.

Notwithstanding this DOL’s announcement, the 2024 rule remains in effect unless and until the current administration takes steps to rescind or replace the 2024 rule through formal rule-making processes or the rule is overturned or curtailed by one of the ongoing lawsuits challenging its validity.

Any legislation or regulation which limits our ability to classify owner-operators as independent contractors could result in driver shortages or adversely impact our freight capacity which, in turn, could adversely impact our results of operations.

Additionally, federal and state courts have interpreted, or may interpret, applicable law inconsistently, which could result in claims by certain owner operators that they have been misclassified by us as independent contractors under various federal or state regulations.

As a result, we are, from time to time, party to administrative proceedings and litigation, including class actions, alleging violations of the FLSA and other state and federal laws which seek retroactive reclassification of certain current and former independent contractors as employees.

An adverse decision in such legal proceedings in an amount that materially exceeds our reserves or federal or state legislation in this area which render the owner-operator model either impractical or extinct thereby curtailing our revenue opportunities could have an adverse effect on our results of operations and profitability.

An adverse decision in such legal proceedings, in an amount that materially exceeds our reserves, or federal or state legislation in this area which renders the owner-operator model either impractical or extinct, thereby curtailing our revenue opportunities, could have an adverse effect on our results of operations and profitability.

We operate in a regulated industry, and increased direct and indirect costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business.

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The short and long-term impacts of changes in legislation or regulations are difficult to predict and could materially and adversely affect our earnings and results of operations.

In recent years, the EPA and the NHTSA have either finalized or proposed regulations which aim to require truck OEMs to develop and sell a new generation of clean vehicles and engines to reduce GHG emissions.

The OEMs’ compliance with those regulations, as well as similar state or federal regulations, has increased, and will likely continue to increase, the cost of our new tractors and, may increase the cost of new trailers, may require us to retrofit certain of our trailers, may increase our maintenance costs, and could impair equipment productivity and increase our operating costs, particularly if such costs are not offset by potential fuel savings.

These adverse effects, combined with the uncertainty as to the reliability of the newly designed diesel engines and any related negative impact on the residual values of our equipment, could materially increase our costs or otherwise adversely affect our business or operations.

However, we cannot predict the extent to which our operations and productivity will be impacted.

We will continue monitoring our compliance with federal and state GHG regulations.

Federal and state lawmakers are considering a variety of other climate-change proposals related to carbon and GHG emissions.

The proposals could potentially limit carbon emissions within certain states and municipalities, which would restrict the location and amount of time that diesel-powered tractors may idle.

Such proposals could result in decreased productivity or increased driver turnover.

Regulatory requirements and changes in regulatory requirements may affect our business or the economics of the industry by requiring changes in operating practices that could influence the demand for and increase the costs of providing transportation services.

On February 12, 2026, the EPA finalized a rule eliminating the 2009 GHG Endangerment Finding and federal emission standards for vehicles and engines.

The GHG Endangerment Finding formed the legal basis previously used to regulate GHG emissions for motor vehicles.

The EPA has stated that its final rule repeals federal vehicle GHG standards and reduces regulatory requirements tied to vehicle emissions including, a raft of regulations aimed at requiring truck OEMs to develop and sell cleaner trucks and engines to reduce GHG emissions.

However, the EPA’s low NOx regulations will still be enforced.

The EPA says it will alter the final regulation, although final rules have not been issued.

It is anticipated that legal challenges to the EPA’s final rule will follow.

It is uncertain what, if any, impact the EPA’s final rule will have on state GHG regulations and what actions the truck OEMs will take in response to the EPA’s final rule.

In addition, uncertainty regarding the reliability of the newly designed diesel engines, and any resulting negative impact on residual values of our equipment, could materially increase our costs or otherwise adversely affect our business or operations.

We cannot predict the extent to which these factors will affect our operations or productivity.

We will continue to monitor and evaluate our compliance with applicable federal and state GHG regulations.

Regulatory requirements and changes in regulatory requirements may affect our business by requiring changes in operating practices that could influence the demand for and increase the costs of providing transportation services.

If current regulatory requirements become more stringent or new environmental laws and regulations regarding climate change are introduced, we could be required to make significant capital expenditures or discontinue certain activities.

Refer to Item 1.

Business , for additional details on recent climate-related regulation and laws that impact our operations.

Business , for additional details on recent climate-related regulations and laws that impact our operations.

Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.

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Currently the long-haul trucking industry in North America is diesel fuel-based, and long-haul trucking operations powered by electricity, natural gas, or hydrogen-based powertrains rather than diesel are not commercially feasible at scale in North America.

Significant challenges remain with respect to the economic feasibility of these trucks, and further development of this technology is necessary considering power, torque, range, efficiency and other performance requirements of long-haul trucking operations.

Significant challenges remain with respect to the economic feasibility of operating these trucks, and further development of this technology is necessary considering power, torque, range, efficiency and other performance requirements of long-haul trucking operations.

Moreover, the extensive nationwide charging/fueling infrastructure and maintenance network that would be necessary to support such operations does not exist.

Nevertheless, federal, state, and local governmental agencies continue to engage in efforts to support legislation and regulations mandating the transition of diesel fuel-based commercial motor vehicles, such as Class 8 tractors operated by the Company’s independent owner operators and third-party brokerage carriers, to ZEVs.

In 2024, the SEC adopted climate disclosure rules to enhance and standardize climate-related disclosures by public companies and in public offerings.

Among other things, the final rules will require a registrant to disclose:

(a) climate-related risks that have had or are reasonably likely to have a material impact on the registrant’s business strategy, results of operations, or financial condition;

(b) the actual and potential material impacts of any identified climate-related risks on the registrant’s strategy, business model, and outlook;

(c) for large accelerated filers and accelerated filers like us that are not otherwise exempted, information about material Scope 1 and Scope 2 emissions;

and (d) for those required to disclose Scope 1 and/or Scope 2 emissions (which would include us), an assurance report at the limited assurance level, which, following an additional transition period, will be at the reasonable assurance level.

In addition, California and other states have enacted laws which mandate certain climate-related disclosures.

As a result, we have and, expect that we will need to continue to expand our climate-related disclosures to comply with the SEC’s and other state disclosure requirements.

Should the Company fail to implement appropriate policies and procedures to accurately track or report all of the information required under these regulations and laws, it could be determined that the Company has weaknesses in its internal controls, and the Company would not be able to obtain the required third-party attestation report or file them timely and could lose customers.

Should any of those events occur, the Company could face fines and penalties from the SEC and other states and the Company’s share price could be negatively impacted.

At the state level, CARB has withdrawn its request for an EPA waiver to enforce its ACF rule.

The withdrawal means CARB is no longer seeking to enforce its ZEV mandate on fleets.

Nevertheless, federal, state, and local governmental agencies may pass or propose legislation and regulations mandating the transition of diesel fuel-based commercial motor vehicles, such as Class 8 tractors operated by the Company’s independent owner operators and third-party brokerage carriers, to ZEVs.

At the state level, CARB is no longer seeking to enforce its ACF rule.

Other states have enacted similar legislation to the ACF and, in the wake of CARB’s decision, it is uncertain whether that legislation will be enforced.

Mandates requiring the transition to ZEVs would create substantial costs for the Company’s third-party capacity providers and, in turn, increase the cost of purchased transportation to the Company.

An increase in the costs to purchase, lease, or maintain tractor equipment or in purchased transportation cost caused by existing or new regulations, without a corresponding increase in price to the customer, could adversely affect our results of operations and financial condition.

An increase in the costs to purchase, lease, or maintain tractor equipment or in purchased transportation costs caused by existing or new regulations, without a corresponding increase in price to the customer, could adversely affect our results of operations and financial condition.

Due primarily to the uncertainty of the timing of availability of compliant tractors from OEMs and the timing of the effectiveness of such laws and regulations, we are not currently able to forecast whether such impact will be material.

We, and others, currently do not expect that long-haul trucking operations powered by electricity, natural gas, or hydrogen-based powertrains rather than diesel, will become commercially viable at scale throughout North America in the near term.

We currently do not expect that long-haul trucking operations powered by electricity, natural gas, or hydrogen-based powertrains rather than diesel, will become commercially viable at scale throughout North America in the near term.

However, as various technology alternatives continue to develop and mature and investment in infrastructure continues, local or regional service in certain geographic areas utilizing Class 8 tractors powered by electricity, natural gas, or hydrogen-based powertrains may become commercially viable in such time frame.

We continue to actively monitor, evaluate, and test developments in the trucking industry related to the design, manufacture, operation, and support of heavy-duty trucks powered by electricity, natural gas, or hydrogen-based powertrains in order to consider the implementation of initiatives involving those technologies, as those technologies and the related infrastructure needed to support them may mature in the future.

in costs to implement these initiatives without a corresponding increase in price to the customer could adversely affect our results of operations and financial condition.

Refer to Item 1.

Business , for additional details on the ACT Regulations, the SEC Climate Disclosure Rule, California SB 253 and SB 261, and the VCMDA.

An increase in costs to implement these initiatives without a corresponding increase in price to the customer could adversely affect our results of operations and financial condition.

General Risk Factors

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and achieve operating efficiencies and growth.

Such data and information remain vulnerable to cyber-attacks, cybersecurity breaches, ransomware attacks, hackers, theft, or other unauthorized disclosure.

Like other companies in the transportation industry, we have identified, and expect to continue to identify, attempted cyberattacks and cybersecurity incidents, but none of the attempted cyberattacks or cybersecurity incidents identified as of the filing date of this Annual Report on Form 10-K has had a material impact on us, except as the continued presence of cybersecurity threats has resulted, and is expected to continue to result, in significant investments in cybersecurity risk management programs, processes, and tools.

Such data and information remain vulnerable to cyber-attacks, cybersecurity breaches, ransomware attacks, hackers, theft, or other unauthorized disclosures.

Like other companies in the transportation industry, we have identified, and expect to continue to identify, attempted cyberattacks and cybersecurity incidents, but none of those attempted incidents identified as of the filing date of this Annual Report on Form 10-K has had a material impact on us, except as the continued presence of cybersecurity threats has resulted, and is expected to continue to result, in significant investments in cybersecurity risk management programs, processes, and tools.

If a cyberattack, cybersecurity breach, ransomware, or other similar attack on us is successful, this could result in the disclosure of confidential customer or commercial data, loss of valuable intellectual property, or system disruptions, and subject us to civil liability and fines or penalties, damage our brand and reputation, or otherwise harm our business, any of which could be material.

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In appropriate cases, we have taken and will seek subrogation from third parties who are responsible for losses or damages that we may become legally obligated to pay to claimants.

In particular, the defense of trucking accidents is challenging for a variety of reasons, one of which is the recent rise in the industry of nuclear verdicts which typically involve excessive jury awards that surpass what would generally be regarded as reasonable or rational compensation for the injuries or damages suffered.

Another challenge facing trucking companies is

devising strategies to defend or offset the various tactics employed by plaintiff’s counsel, inside and outside the courtroom, that have and continue to contribute to the rise in nuclear verdicts and the use by plaintiffs’ lawyers of third party litigation funding and litigation advertising, which enables speculative claims by third-party litigation and drives award demands up, thereby widening the gap for parties to negotiate a reasonable settlement.

Litigation is inherently uncertain, and the costs of defending litigation, particularly class-action litigation, may be substantial, and in any period, we could experience significant adverse results, which could have an adverse effect on our financial condition or results of operations.

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Similarly, our failure, or perceived failure, to pursue or fulfill our goals, targets, and objectives or to satisfy various reporting standards in a timely manner, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigation.

Our long-term sustainability and GHG reduction goals are predicated on large scale customer adoption of intermodal services, the operational feasibility and reliability of heavy-duty ZEVs, and the corresponding build-out of a national support infrastructure to reasonably and efficiently manufacture, distribute, or store electricity or alternative fuels for ZEVs, none of which can be assured.

A critical component of our multi-pronged plan to reduce our carbon emissions and comply with California’s and other states’ zero or reduced emission requirements is the deployment of ZEVs in significant numbers in these states together with leveraging our intermodal capability.

As an early adopter of ZEVs, there can be no assurance that we will be successful deploying ZEVs in our operations in significant numbers, that we will be successful converting more over-the-road freight to intermodal, that the national support infrastructure, including the nation’s electricity grid, for heavy-duty ZEVs will be built-out as expected.

Should any of those things fail to occur, we may fail to meet our published sustainability goals, which could result in losing the support of our investors, customers, and other stakeholders;

our becoming subject to regulatory enforcement actions;

or suffering reputational harm which, in any case, may increase the cost of providing transportation services or adversely affect our financial condition, results of operations, and liquidity.

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 1A. Risk Factors