What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-20 compared with 2025-02-21 · 126 added, 145 removed, 305 unchanged (47% of the section changed)

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Company Overview

We are a transportation and logistics services company providing a multimodal portfolio of truckload, intermodal, and logistics solutions.

Our diversified portfolio of complementary service offerings combines truckload services with intermodal and logistics offerings, enabling us to serve our customers’ varied transportation needs.

Recent Developments

On December 2, 2024, the Company completed the acquisition of Cowan Systems, a privately held truckload carrier based in Baltimore, Maryland.

Cowan Systems provides mainly dedicated and logistics services for retail and manufacturing customers that complement our operations.

The operating results of Cowan Systems are reported in Dedicated and Logistics operations as part of our Truckload and Logistics segments beginning on the closing date of the acquisition.

Refer to Note 2, Acquisitions, for additional details on our recent acquisitions.

We seek to deliver a superior portfolio of services that enables our business to grow revenue, profitability, and shareholder returns and perform resiliently through economic and freight cycles.

We believe our competitive strengths position us to pursue

our strategy as follows:

We provide a comprehensive portfolio of transportation and logistics services, including truckload, intermodal, and logistics solutions, enabling us to meet diverse customer needs through an integrated, multimodal approach.

We seek to deliver a resilient, high-quality portfolio of transportation and logistics services designed to support consistent revenue growth, margin performance, and long‑term shareholder value.

Our strategy reflects Schneider’s commitment to high‑quality service, operational excellence, and disciplined capital deployment across economic and freight cycles, and it is grounded in our purpose to turn complexity into control for our customers and elevate transportation into a strategic advantage for them.

We advance this strategy through five priorities:

Leverage core strengths to drive organic growth and advance our market position

We intend to drive organic growth by leveraging our existing customer relationships, as well as expanding our customer base.

We believe our broad portfolio of services, with different asset intensities, and our North American footprint allow for supply chain alternatives, which enable new and existing customer growth.

We also plan to drive revenue growth by increasing our marketing to customers that seek to outsource their transportation services.

Our growth decisions are based on our “Value Triangle,” which represents profitable growth while balancing the needs of our customers, associates, and shareholders.

Our integrated technology platform serves as an instrumental factor, which drives profitability as it enables real-time, data-driven decision support science on every load/order and assists our associates in proactively managing our services across our network.

Together with our highly incentivized and proactive sales organization, we believe that our platform will continue to provide a high level of service and foster organic growth in each of our reportable segments.

Expand capabilities in the specialty and dedicated freight markets and continue growing our asset-light and non-asset businesses

We believe that our capabilities position us to grow in the specialty and dedicated freight markets, which have higher barriers to entry, greater stability through freight/market cycles, potentially more resilient margins, and lasting customer relationships.

The complexity and time-sensitivity of the loads often require increased collaboration with, and greater understanding of, our customers’ business needs and processes.

The transportation of specialty freight requires specially trained drivers with appropriate licenses and certain hauling permits, as well as equipment that can handle items with unique requirements in terms of temperature, freight treatment, size, and shape.

As such, there are few carriers that have comparable scale and capabilities in the specialty and dedicated markets, which we believe will allow us to grow profitably.

As an asset-based intermodal provider, we have more control over our equipment, perform most of our own drays, and retain strong contractual and differentiated rail relationships across the western, eastern, and southern/Mexico-based portions of our network.

We believe our integrated technology platform will enable us to experience certain benefits of complete end-to-end control, including increased pick-up and delivery predictability, better visibility, and the ability to source and retain capacity.

Freight brokerage, which is a significant part of our Logistics segment, is a business that is expected to be a driver of continued growth.

As shippers increasingly consolidate their business with fewer freight brokers, we continue to be well-positioned due to our customer service;

Schneider FreightPower® digital marketplace;

an established, dense network of qualified third-party carriers;

and access to our sizable trailer network via our Power Only offering.

We believe shippers see the value of working with providers like us that have scale, capacity, and lane density.

Brokerage serves as an asset-light innovation hub for Schneider, particularly in the areas of predictive analytics, process automation, and new customer relationship generation.

Improve our operations and margins by leveraging benefits from investments in technology and business transformation

We continue to benefit from our technology and business transformation by improving the effectiveness with which we use data to increase revenue and lower costs.

Visibility into each driver’s profile allows us to increase driver satisfaction and retention by matching drivers to loads and routes that better fit their individual needs.

We can improve our customer service, retain drivers, lower costs, and generate business by anticipating our customers’ and drivers’ needs and preferences in a dynamic network.

We believe the implementation of simple and intuitive customer interfaces will also enable a stronger connection with our customers through increased interaction and an enhanced user experience.

Our Schneider FreightPower® online marketplace, for example, digitally connects our asset-based network capabilities with the strength of our trailer network and carrier relationships to service our customers.

Additionally, through our investment in MLSI, with which we are collaborating to develop a TMS using MLSI’s SaaS technology, we aim to further complement our technology platform and enable enhanced decision making, resource allocation, and visibility with our supply chain partners.

We expect additional margin improvement as we continue to leverage data analytics within our integrated technology platform.

Along with our revenue management discipline, our integration of technology and systems through leading, third-party providers will allow us to continue to incorporate new technologies and build additional capabilities into the platform over time, maintaining our competitive edge and setting the foundation for future growth.

Allocate capital across businesses to maximize return on capital while pursuing strategic organic and inorganic growth opportunities

Our broad portfolio of services provides us with a greater opportunity to allocate capital within our portfolio in a manner that maximizes returns across all market cycles and economic conditions.

For example, we can efficiently move our equipment between services and regions when we see opportunities to maximize our return on capital.

We continually monitor our performance and market conditions to ensure appropriate allocation of capital and resources to grow our businesses, while optimizing returns across reportable segments.

Furthermore, our strong balance sheet and financial position enable us to carry out an acquisition strategy that strengthens our overall portfolio.

We are positioned to leverage our scalable platform and experienced operations team to acquire high-quality businesses that meet our disciplined selection criteria to enhance our service offerings and broaden our customer base.

Create differentiated driver and associate experiences that enable us to attract and retain top talent at all levels

Our people are our strongest assets, and we believe they are key to growing our customer base and driving our performance.

Our goal is to be the employer of choice;

attract, develop, engage, and retain the best talent in the industry.

We strive for a high-performance culture that seeks individuals who are passionate about our business and commit to work together in an inclusive and collaborative environment.

We value the direct relationship we have with our associates, and we intend to continue working together to provide professional growth opportunities and a quality work environment for all.

Our compensation structure is performance-based and aligns with our strategic objectives.

We seek to maintain our reputation as a preferred carrier of choice within the driver community through our continued focus on improving the driver experience and to attract and retain high-quality, safe drivers that meet or exceed our qualification standards.

We invest in the well-being of our associates through our commitment to ensure a differentiated driver experience and efforts to improve time at home, pay stability, and the quality of drivers’ touchpoints.

We provide mandatory physical check-ups which cover sleep apnea and hair or urine-based drug testing, among other things.

We believe that investing in the health of our associates helps maintain a high-quality driver base.

Our technology platform facilitates the application, screening, and onboarding of top talent.

As an industry leader with both a respected “safety first and always” culture and underlying core value, we believe that we will continue to be the employer of choice for both driving and non-driving associates.

We continue to grow organically by building on our core strengths – our broad, multi-modal service offerings, strong balance sheet, robust safety practices, and advanced technology solutions – while deepening relationships with existing customers and expanding our reach with new ones.

Our diversified portfolio, spanning multiple asset intensities and transportation modes, provides customers with flexible and reliable supply chain options across North America intended to provide resiliency amid shifting market conditions.

We manage growth with a focus on profitability and stakeholder considerations.

Our integrated technology platform supports real-time visibility, data-driven decision support, and increased network efficiency.

Combined with an agile, solutions-oriented commercial organization, these capabilities are designed to support service quality and share capture across our reportable segments.

Expand capabilities in the specialty, dedicated, and asset-light services

We plan to grow in specialty and dedicated transportation markets, where operational complexity and elevated service requirements can support deeper customer relationships.

Our scale, specialized equipment, and experienced driver base support our ability to serve freight needs - including those with specific handling, timing, or regulatory requirements – and we maintain programs designed to support compliance and dependable execution.

We also continue to advance our multimodal strategy.

As an asset-based intermodal provider, we maintain control of equipment, dray capacity, and service quality through differentiated rail relationships and an integrated technology backbone.

These capabilities are intended to enhance service consistency, end-to-end visibility, and customer outcomes.

Our Logistics business, including freight brokerage, remains a strategic growth engine.

Our FreightPower® digital marketplace, broad carrier network, and Power Only solutions give shippers access to competitive, scalable capacity.

In 2025, we implemented stricter qualification requirements for certain third-party carriers in response to cargo theft concerns, which reduced the number of carriers in our network and influenced volume and mix within the period.

Logistics also plays a role in innovation, including analytics, AI-enabled automation, and customer experience design.

Improve operations and margins through technology and business transformation

Technology remains fundamental to our efforts to enhance efficiency, service quality, and network performance.

We continue investing in digital tools and AI solutions that improve load matching, optimize resources, and streamline operations with greater control and precision across all segments.

These initiatives affect operating expenses and are expected to influence productivity and our cost structure over time.

These capabilities also support driver satisfaction by aligning routes, schedules, and preferences more accurately.

Customer interfaces emphasize simplicity and transparency.

Our FreightPower® platform further connects our asset‑based network with broader third‑party capacity, while our next‑generation transportation management system is expected to further enhance the scalability and intelligence of our ecosystem.

We believe these transformation efforts will support productivity, revenue management, and analytics-driven decisioning over time.

Allocate capital to maximize returns while pursuing strategic growth opportunities

Our multimodal portfolio provides flexibility to deploy capital where returns are believed to be most attractive across varying market conditions.

We strategically shift assets and investments across business lines and geographies to optimize utilization and financial performance.

Our strong financial position enables disciplined investments in fleet modernization, technology, safety enhancements, and network capacity, as well as targeted acquisitions that enhance our service offerings, expand customer relationships, or strengthen capabilities.

Each investment is guided by return-on-capital discipline and aligned with long-term strategic priorities, ensuring that we seek to deliver on behalf of shareholders and customers.

Create differentiated driver and associate experiences to attract and retain top talent

Our people remain our greatest competitive advantage.

We foster a high‑performance, safety‑first culture rooted in collaboration, inclusion, and continuous improvement.

We are committed to improving the driver experience through better home‑time balance, consistent freight, enhanced technology tools, and a clear focus on safety and well‑being.

For all associates, we invest in training, leadership development, and career progression.

Our talent systems, from recruiting to onboarding to ongoing engagement, are increasingly enabled by technology, helping us identify and support high‑quality drivers and skilled professionals who grow with the company.

RESULTS OF OPERATIONS

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Income from operations $ 168.9 $ 165.2

Litigation and audit assessments (1)

Acquisition-related costs (1)

Amortization of intangible assets (3)

Intangible asset amortization (2)

Severance (3)

Adjusted income from operations $ 177.6 $ 172.2

(1) Includes $2.9 million in charges related to an adverse audit assessment for prior period state sales tax on rolling stock equipment used within that state for the year ended December 31, 2023.

Refer to Note 13, Commitments and Contingencies , for more information.

(1) Advisory, legal, and accounting costs related to the Company’s acquisitions.

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(2) Amortization expense related to intangible assets acquired through recent business acquisitions.

Although intangible assets contribute to our revenue generation, the amortization of intangible assets does not directly relate to transportation services provided to our customers.

Refer to Note 6, Goodwill and Other Intangible Assets , for additional details.

As we finalized our purchase accounting adjustments related to intangible assets, and to better reflect our ongoing operations, we made the decision to exclude the related amortization expense from non-GAAP income beginning in the fourth quarter of 2023.

See Note 1, Summary of Significant Accounting Policies, for additional details.

(3) Severance related to workforce rightsizing.

Adjusted operating ratio

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Fuel surcharge revenues (580.4) (576.2)

Litigation and audit assessments — (2.9)

Acquisition-related costs (0.2) (2.0)

Amortization of intangible assets (5.0) (2.7)

Intangible asset amortization (7.1) (5.0)

Severance (1.4) —

Adjusted total operating expenses, net of fuel surcharge revenues (2)

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Net income $ 103.6 $ 117.0

Litigation and audit assessments — 2.9

Acquisition-related costs 0.2 2.0

Amortization of intangible assets 5.0 2.7

Intangible asset amortization 7.1 5.0

Severance 1.4 —

Income tax effect of non-GAAP adjustments (1)

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Depreciation and amortization 450.0 413.7

Litigation and audit assessments — 2.9

Acquisition-related costs 0.2 2.0

Severance 1.4 —

Adjusted EBITDA $ 617.5 $ 580.2

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Enterprise Results Summary

Enterprise net income decreased $121.5 million, approximately 51%, for the year ended December 31, 2024 compared to 2023, driven by a $131.2 million decrease in income from operations and a $22.7 million unfavorable change in total other expense (income)—net primarily related to our equity investments, partially offset by the corresponding decrease in the provision for income taxes.

Pre-tax equity investment net gains were $2.3 million and $19.7 million for 2024 and 2023, respectively.

Enterprise net income decreased $13.4 million, approximately 11%, for the year ended December 31, 2025 compared to 2024.

The decline was primarily driven by a $17.9 million unfavorable change in total other expenses (income)—net, largely attributable to a $17.2 million increase in interest expense, which was partially offset by a $3.7 million increase in income from operations, as discussed below.

Adjusted net income decreased $12.1 million, approximately 10%, for the same reasons discussed above.

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Enterprise Revenues

Enterprise operating revenues decreased $208.4 million, approximately 4%, for the year ended December 31, 2024 compared to 2023.

Factors contributing to the decrease were as follows:

• a $112.4 million decrease in Logistics segment revenues (excluding fuel surcharge) driven by decreased revenue per order and a decline in brokerage volumes related to freight market conditions, partially offset by revenues recorded from the Cowan Systems acquisition;

• a $108.1 million decrease in fuel surcharge revenues resulting from decreased fuel prices in 2024 compared to 2023;

• a $15.0 million decrease in Truckload segment revenues (excluding fuel surcharge) driven by declines within our Network business mainly from decreases in Network trucks, partially offset by Dedicated growth, including the M&M and Cowan Systems acquisitions, and increases in Dedicated revenue per truck per week;

• a $9.5 million decrease in Intermodal segment revenues (excluding fuel surcharge) related to a decrease in revenue per order, partially offset by an increase in volume.

Enterprise revenues (excluding fuel surcharge) decreased $100.3 million, approximately 2% for the same reasons discussed above, excluding fuel surcharge.

Enterprise operating revenues increased $383.8 million, approximately 7%, for the year ended December 31, 2025 compared to 2024.

Contributing factors were as follows:

• a $299.7 million increase in Truckload segment revenues (excluding fuel surcharge) driven by increased volume within Dedicated (primarily due to the Cowan acquisition) and increased rate per loaded mile in Network, partially offset by decreased Network volume;

• a $51.7 million increase in Logistics segment revenues (excluding fuel surcharge) resulting from the Cowan acquisition, partially offset by reduced volume within brokerage;

• a $33.9 million increase in Intermodal segment revenues (excluding fuel surcharge) attributable to increased volume.

Enterprise revenues (excluding fuel surcharge) increased $379.6 million, approximately 8%.

Enterprise Income from Operations and Operating Ratio

Enterprise income from operations decreased $131.2 million, approximately 44%, for the year ended December 31, 2024 compared to 2023, primarily due to a decrease in net revenue per order in Logistics, rate per loaded mile and volume within Network, revenue per order in Intermodal, and volume declines within our brokerage business.

Other factors were an increase in cost of goods sold in our leasing business, increased insurance premiums and claims reserves, increased depreciation due to higher revenue equipment counts and cost per unit, and reduced gains on revenue equipment sales.

These decreases were partially offset by an increase in Dedicated volumes from organic and acquisitive growth, inclusive of the M&M and Cowan Systems acquisitions, increased rate per total mile in Dedicated, increased volumes within Intermodal, reduced purchased transportation costs, and lower other general expenses driven by improvements in bad debt experience and professional fee spend.

Adjusted income from operations decreased $130.7 million, approximately 43%.

Enterprise operating ratio (operating expenses as a percentage of operating revenues) increased on both a GAAP and adjusted basis when compared to the same period in 2023.

Enterprise income from operations increased $3.7 million, approximately 2%, for the year ended December 31, 2025 compared to 2024.

The increase was driven by higher volumes within Dedicated related to the Cowan acquisition, increased Intermodal volume, improved rates in Network, and lower purchased transportation costs.

These were partially offset by higher salaries and wages, equipment-related costs, and depreciation and amortization (all largely stemming from the Cowan acquisition), as well as increased insurance expense from premiums and prior year claims development and lower brokerage volume.

Adjusted income from operations increased $5.4 million, approximately 3%.

Enterprise operating ratio (operating expenses as a percentage of operating revenues) increased slightly on both a GAAP and adjusted basis when compared to 2024.

Enterprise Operating Expenses

Key operating expense fluctuations are described below.

• Purchased transportation decreased $193.2 million, or 9%, year over year, primarily resulting from decreased third-party carrier costs within Logistics due to lower purchased transportation costs per order and brokerage volumes, as well as a decline in owner-operator purchased transportation costs from a reduction in owner-operator capacity within Truckload.

• Salaries, wages, and benefits increased $50.6 million, or 4%, year over year.

Apart from the effects of the M&M and Cowan Systems acquisitions, salaries, wages, and benefits were comparable to the prior year as incentives and healthcare increases were partially offset by lower wages.

• Fuel and fuel taxes for company trucks decreased $39.2 million, or 9%, year over year, driven by a decrease in cost per gallon, partially offset by an increase in company driver miles within Dedicated.

Key operating expense fluctuations year over year are summarized below.

• Purchased transportation costs decreased $11.3 million, or 1%, primarily due to lower third-party carrier costs within Logistics driven by reduced brokerage volume and lower rail-related costs.

This was partially offset by higher third-party and owner-operator purchased transportation costs associated with the Cowan acquisition.

• Salaries, wages, and benefits increased $185.3 million, or 13% driven by higher driver pay, office wages, and benefits largely attributable to the Cowan acquisition.

• Fuel and fuel taxes for company trucks increased $36.3 million, or 9%, due to increased Dedicated volume (primarily driven by the Cowan acquisition), partially offset by lower Network volumes and a lower average cost per gallon.

A significant portion of fuel costs are recovered through our fuel surcharge programs.

• Depreciation and amortization increased $31.2 million, or 8%, year over year, mainly due to additional depreciation expense resulting from trailer and tractor growth within Dedicated (inclusive of Cowan and M&M), ongoing impacts from the increased cost of equipment, and incremental depreciation and amortization expense related to the M&M and Cowan Systems acquisitions.

• Operating supplies and expenses—net increased $60.5 million, or 11%, year over year, driven by higher cost of goods sold in our leasing business due to an increase in lease adds and a reduction in gains on equipment sales due to a decrease in average sales price per unit.

These factors were partially offset by lower rail storage expense and a decrease in equipment rental expense as a result of improved port fluidity.

• Insurance and related expenses increased $37.2 million, or 33%, year over year, primarily due to an increase in auto liability insurance costs related to an increase in premiums and claims development arising from prior claim periods.

• Other general expenses decreased $24.3 million, or 16%, year over year, largely related to improvements in bad debt experience and a decrease in professional services.

• Depreciation and amortization increased $36.3 million, or 9%, mainly due to additional depreciation expense associated with tractor and trailer growth within Dedicated (largely resulting from the Cowan acquisition).

• Operating supplies and expenses—net increased $88.8 million, or 14%, driven by equipment-related expenses primarily related to the Cowan acquisition, partially offset by higher gains on equipment sales.

• Insurance and related expenses increased $35.9 million, or 24%, due to an increase in auto liability insurance costs related to an increase in premiums, inclusive of Cowan, and unfavorable prior year claims development.

• Other general expenses increased $8.8 million, or 7%, largely due to higher driver onboarding costs driven by increased hires.

Total Other Expenses (Income)

Total other income decreased $22.7 million for the year ended December 31, 2024 compared to 2023, driven by pre-tax net gains on our equity investments of $2.3 million in 2024 compared to $19.7 million in 2023.

Interest income decreased $2.7 million in 2024 compared to 2023 primarily due to lower rates and less excess cash invested in marketable securities, and interest expense increased $2.4 million due to increased borrowings.

See Note 5, Investments , for more information on our equity investments.

Total other expenses increased $17.9 million, approximately 138%, for the year ended December 31, 2025 compared to 2024.

This increase was driven by a $17.2 million increase in interest expense, partially offset by higher interest income.

The increase in interest expense included $13.7 million attributable to a higher average balance of outstanding debt related primarily to the Cowan acquisition completed in December 2024.

The remaining increase resulted from interest accruing in connection with a legal liability incurred due to an adverse verdict associated with a 2017 incident.

Interest will continue to accrue until the matter is resolved, and we are unable to estimate the timeline for resolution.

Income Tax Expense

Our provision for income taxes decreased $32.4 million, approximately 48%, for the year ended December 31, 2024 compared to 2023 due to lower taxable income, partially offset by a higher effective income tax rate.

Our effective income tax rate was 23.1% for the year ended December 31, 2024 compared to 22.1% in 2023.

While we anticipate that our ongoing effective tax rate will be 23.0% - 24.0%, our provision for income taxes may fluctuate in future periods to the extent there are changes to tax laws and regulations.

Our provision for income taxes decreased $0.8 million, approximately 2%, in the year ended December 31, 2025 compared to 2024 driven by lower taxable income, partially offset by a higher effective tax rate.

The effective income tax rate was 24.9% for the year ended December 31, 2025 compared to 23.1% in 2024.

Our provision for income taxes may fluctuate in future periods to the extent tax laws and regulations change.

Revenues and Income (Loss) from Operations by Segment

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Income from operations 168.9 165.2

Litigation and audit assessments — 2.9

Acquisition-related costs 0.2 2.0

Amortization of intangible assets 5.0 2.7

Intangible asset amortization 7.1 5.0

Severance 1.4 —

Adjusted income from operations $ 177.6 $ 172.2

We monitor and analyze a number of KPIs in order to manage our business and evaluate our financial and operating performance.

We monitor and analyze a number of KPIs to manage our business and evaluate our financial and operating performance.

The following table presents our Truckload segment KPIs for the periods indicated, consistent with how revenues and expenses are reported internally for segment purposes.

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• Network - Transportation services of one-way shipments.

Cowan Systems’ dedicated operations and M&M impacts are included in Dedicated beginning in the fourth quarter of 2024 and third quarter of 2023, respectively.

Cowan’s dedicated operations are included in Dedicated beginning in the fourth quarter of 2024.

Year Ended December 31,

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(7) Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.

T ruckload revenues (excluding fuel surcharge) increased $15.0 million , approximately 1%, for the year ended December 31, 2024 compared to 2023.

Dedicated volume increased 6% due to organic new business growth and the acquisitions of M&M and Cowan Systems, offset by a reduction in Network volume and rate per loaded mile related to market conditions.

Truckload income from operations decreased $81.6 million, approximately 48%, for the year ended December 31, 2024 compared to 2023.

Factors contributing to the decrease include the revenue impacts of Network listed above and increases in depreciation expense as a result of growth within Dedicated (including the M&M and Cowan Systems acquisitions), insurance premium expense and additional reserves from claims developments arising from prior claims periods, and a decrease in gains on equipment sales.

These decreases were partially offset by an increase in Dedicated revenue per truck per week, reduced purchased transportation costs arising from a reduction in owner-operator capacity, and lower other general expenses related to professional fees and bad debts.

Truckload revenues (excluding fuel surcharge) increased $299.7 million, or 14%, for the year ended December 31, 2025 compared to 2024.

The increase was driven by a 23% rise in Dedicated volume, primarily due to the Cowan acquisition, as well as higher revenue per truck per week in Network.

These increases were partially offset by a 4% decline in Network volume.

Truckload income from operations increased $18.9 million, approximately 21%, in the year ended December 31, 2025 compared to 2024.

The increase was driven by the revenue factors discussed above, lower Network purchased transportation, as a result of reduced owner-operator capacity, and higher gains on equipment sales.

These improvements were partially offset by increased salaries and wages expense, largely due to additional headcount from the Cowan acquisition;

higher depreciation and other equipment-related expenses resulting from increased equipment counts from the Cowan acquisition;

and increased insurance-related expenses attributable to the Cowan acquisition and prior-year claims development.

The following table presents the KPIs for our Intermodal segment for the periods indicated.

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(4) Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.

Intermodal revenues (excluding fuel surcharge) decreased $9.5 million, approximately 1%, for the year ended December 31, 2024 compared to 2023.

This was driven by market conditions which led to a decrease in revenue per order of $56, or 2%, partially offset by an increase in volume.

Intermodal income from operations decreased $16.5 million, approximately 23%, for the year ended December 31, 2024 compared to 2023 mainly resulting from the decreased revenue per order, partially offset by improved dray productivity.

Intermodal revenues (excluding fuel surcharge) increased $33.9 million, approximately 3%, in the year ended December 31, 2025 compared to 2024.

The increase was driven by an increase in volume of 5%, partially offset by a 2% decrease in revenue per order resulting from mix.

Intermodal income from operations increased $10.2 million, approximately 19%, in the year ended December 31, 2025 compared to 2024.

The improvement primarily reflects the revenue increases noted above and lower rail-related costs, partially offset by higher dray execution and maintenance costs.

The following table presents the KPI for our Logistics segment for the periods indicated.

Cowan Systems’ logistics operations are included in Logistics beginning in December 2024.

Cowan’s logistics operations are included in Logistics beginning in December 2024.

Year Ended December 31,

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(1) Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.

Logistics revenues (excluding fuel surcharge) decreased $112.4 million, approximately 8%, for the year ended December 31, 2024 compared to 2023.

This was mainly the result of decreases in revenue per order and volume within our brokerage business, as well as reduced port dray revenues, partially offset by revenues recorded for the logistics operations for Cowan Systems.

Logistics income from operations decreased $13.2 million, approximately 29%, for the year ended December 31, 2024 compared to 2023 primarily due to reductions in net revenue per order and volume, partially offset by the Cowan acquisition.

Other income from operations decreased $19.9 million for the year ended December 31, 2024 compared to the same period in 2023 driven by a decrease in earnings within our leasing business, partially offset by $2.9 million of additional interest and penalties related to the sales tax audit assessment recorded in the second quarter of 2023.

See Note 13, Commitments and Contingencies , for more information.

Logistics revenues (excluding fuel surcharge) increased $51.7 million, approximately 4%, in the year ended December 31, 2025 compared to 2024, mainly due to the Cowan acquisition, partially offset by lower volume in our legacy brokerage business.

Logistics income from operations decreased $7.7 million, approximately 24%, in the year ended December 31, 2025 compared to 2024, largely attributable to lower volume in our brokerage business.

This decline was partially offset by incremental revenue from the Cowan acquisition described above and an increase in net revenue per order.

Other loss from operations increased $17.7 million in the year ended December 31, 2025 compared to 2024 due to an increase in corporate costs and insurance-related expense driven by prior-year claims development.

LIQUIDITY AND CAPITAL RESOURCES

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Our revolving credit facility allows us to request an additional increase in total commitment by up to $150.0 million.

We also have a $400.0 million delayed-draw term loan facility with available capacity of $100.0 million as of December 31, 2024 and available to be drawn through August 2025.

We anticipate that cash generated from operations, together with amounts available under our credit and receivables purchase agreements and delayed-draw term loan facility, will be sufficient to meet our requirements for the foreseeable future.

We anticipate that cash generated from operations, together with amounts available under our credit and receivables purchase agreements, will be sufficient to meet our requirements for the foreseeable future.

To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that we will obtain these funds through additional borrowings, equity offerings, or a combination of these potential sources of liquidity.

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Receivables purchase agreement — 70.0

Credit agreement — 45.0

Delayed-draw term loan facility 347.5 300.0

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Net cash used in investing activities (346.2) (791.5)

Net cash provided by (used in) financing activities 120.6 (55.7)

Net cash (used in) provided by financing activities (207.3) 120.6

Operating Activities

Net cash provided by operating activities increased $6.1 million, approximately 1%, during 2024 compared to 2023.

The increase resulted from of an increase in cash provided by working capital, mostly offset by a decrease in net income adjusted for various noncash charges.

Working capital changes were driven by increases in cash provided by other liabilities related to timing of payments for accrued wages and incentive compensation;

receivables primarily from tax receivables offset partially by changes to trade receivables and bad debt adjustments;

claims reserves from higher auto insurance accruals;

and other assets.

Net cash provided by operating activities decreased $48.7 million, approximately 7%, during 2025 compared to 2024.

The decrease resulted from a decrease in cash provided by working capital, partially offset by an increase in net income adjusted for various noncash charges.

Working capital changes were driven by changes to receivables related to trade and tax receivables;

an increase in claims accruals related to specific claims;

and changes to other liabilities related to the timing of year end wage accruals.

These amounts were partially offset by an increase in cash provided by other assets related to timing of prepaid assets and a decrease in cash used by payables.

Investing Activities

Net cash used in investing activities decreased $445.3 million, approximately 56%, during 2025 compared to 2024.

The decrease was primarily driven by a decrease in net capital expenditures and purchases of lease equipment, partially offset by an increase in cash used for acquisitions related to the 2024 acquisition of Cowan Systems compared to 2023 acquisition of M&M.

The decrease was primarily related to the absence of acquisition-related outflows in 2025 following the Cowan acquisition in 2024 and lower net capital expenditures in 2025.

These factors were partially offset by reduced proceeds from the sale of off-lease inventory and higher purchases of lease equipment in 2025.

Net Capital Expenditures

The following table sets forth our net capital expenditures for the periods indicated.

The following table outlines our net capital expenditures for the periods indicated.

Year Ended December 31,

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Net capital expenditures decreased $91.1 million in 2025 compared to 2024.

The decrease was driven by a $246.1 million decrease in purchases of transportation equipment mainly due to higher spend on growth and replacement equipment in 2023, partially offset by $31.1 million of real estate purchases related to Cowan Systems in 2024.

Proceeds from sale of property and equipment decreased year over year primarily due to lower proceeds per sale.

We currently anticipate 2025 net capital expenditures to be $400.0 - $450.0 million.

The decrease was driven by a $62.0 million decrease in purchases of transportation equipment reflecting higher spend on growth and replacement equipment in 2024, along with $31.1 million of real estate purchases related to Cowan in 2024 (see Note 2 Acquisitions for more information on the real estate purchase).

Proceeds from sale of property and equipment declined year over year primarily due to a decrease in the number of tractor sales.

We expect 2026 net capital expenditures to range from $400.0 - $450.0 million, including $78.2 million of firm purchase commitments disclosed in Note 13, Commitments and Contingencies .

Financing Activities

Net cash provided by financing activities increased $176.3 million, approximately 317%, during 2024 compared to 2023 primarily due to an increase of $250.0 million in proceeds from long-term debt used to partially fund the acquisition of Cowan Systems, a $37.3 million decrease in treasury stock repurchases, and a $30.0 million decrease in payments on our senior notes, partially offset by a $121.0 million decrease in proceeds from our revolving credit agreements and a $19.0 million increase in payments on our revolving credit agreements.

Net cash used in financing activities increased $327.9 million, approximately 272%, in 2025 compared to 2024.

The increase was primarily due to a $215.0 million reduction in proceeds from long-term debt and revolving credit, which were used to partially fund the Cowan acquisition in 2024;

a $106.9 million increase in payments on long-term debt and finance lease obligations;

and a $20.0 million increase in payments on revolving credit.

These factors were partially offset by a $14.9 million decrease in treasury share repurchases.

Off-Balance Sheet Arrangements

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Contractual Obligations

As of December 31, 2024, we had contractual obligations related to our long-term debt, inclusive of our credit and receivables purchase agreement, of $515.0 million and $101.4 million for principal borrowings and interest, respectively, which become due through 2029.

As of December 31, 2025, we had contractual obligations related to our long-term debt of $397.5 million and $71.9 million for principal borrowings and interest, respectively, which become due through 2029.

See Note 7, Debt and Credit Facilities , for additional information regarding our debt obligations.

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Our reserves represent accruals for the estimated self-insured and reinsured portions of pending claims, including adverse development of known claims, as well as incurred but not reported claims.

Our estimates require judgments concerning the nature and severity of the claim, historical trends, advice from third-party administrators and insurers, consultation with actuarial experts, the specific facts of individual cases, the jurisdictions involved, estimates of future claims development, and the legal and other costs to settle or defend the claims.

Our estimates require judgments concerning the nature and severity of the claim, historical trends, advice from third-party administrators and insurers, consultation with actuarial experts, specific facts of individual cases, jurisdictions involved, estimates of future claims development, and legal and other costs to settle or defend the claims.

The actual cost to settle our self-insured claim liabilities can differ from our reserve estimates because of a number of uncertainties, including the inherent difficulty in estimating the severity of a claim and the potential amount to defend and settle a claim.

As of December 31, 2024 and 2023, we had net accruals of $236.6 million and $178.4 million, respectively, for estimated claims inclusive of $54.2 million and $3.5 million of reinsurance receivables.

As of December 31, 2025 and 2024, we had estimated claims accruals of $320.8 million and $290.8 million, respectively, and reinsurance receivables of $65.2 million and $54.2 million, respectively.

We have significant exposure to fluctuations in the number and severity of claims.

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Our critical estimates include evaluating whether a claim may exceed such limits and, if so, by how much.

Currently, we are not aware of any such claims.

If one or more claims were to exceed our effective coverage limits, our financial condition and results of operations could be materially and adversely affected.

Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claims and analyses provided by third-party claims administrators or outside counsel, as well as legal, economic, and regulatory factors.

Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claim and analyses provided by third-party claims administrators or outside counsel, as well as legal, economic, and regulatory factors.

Our insurance and claims personnel work directly with representatives from the insurance companies to provide updated estimates of the potential loss associated with each tendered claim.

The ultimate cost of a claim is developed over time as additional information regarding the nature, timing, and extent of damages claimed becomes

The ultimate cost of a claim is developed over time as additional information regarding the nature, timing, and extent of damages claimed becomes available.

To expand our business offerings, we have acquired other companies.

In a business combination, the consideration is first assigned to identifiable assets and liabilities based on estimated fair values, with any excess recorded as goodwill.

Determining fair value requires significant estimates and assumptions based on an evaluation of a number of factors, such as marketplace participants, history, future expansion and profitability expectations, amount and timing of future cash flows, and the discount

rate applied to the cash flows.

Goodwill is not amortized but is assessed for impairment at least annually and more frequently if a triggering event indicates that impairment may exist.

Our goodwill balance as of December 31, 2024 and 2023 was $377.9 million and $331.7 million, respectively.

Our goodwill balances as of December 31, 2025 and 2024 were $337.4 million and $377.9 million, respectively.

Goodwill is evaluated for impairment annually at the reporting unit level, or more frequently if events or circumstances indicate the carrying value is not recoverable.

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These assumptions could be adversely impacted by certain risks discussed earlier in this document.

The Company acquired Cowan Systems on December 2, 2024 and M&M on August 1, 2023.

As a result of these acquisitions, we recorded additions to goodwill of $46.2 million and $103.5 million, respectively, within the Dedicated reporting unit.

The amount for Cowan Systems is preliminary and may be adjusted as we finalize our purchase price allocations.

The Company completed its acquisition of Cowan on December 2, 2024.

As a result, we recorded $4.9 million of goodwill, which was allocated to the Dedicated reporting unit.

We completed the required annual goodwill impairment assessment for our two reporting units with goodwill as of October 31, 2025 using quantitative assessments.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis