Risks Related to Our Business
−Removed: Our results and operations could be adversely affected by economic or geopolitical developments, including protectionist trade policies such as tariffs, export controls, or other events.
−Removed: Because we transact business as a part of various global supply chains, global economic conditions and changes in international trade policy can have an adverse effect on our financial condition, results of operations, or our business, in general.
−Removed: Steps taken by governments to apply additional or new tariffs on products and materials might disrupt existing supply chains, impose additional costs on our business, and could lead to other countries attempting to retaliate by imposing their own tariffs.
−Removed: If the tariff increases on imports to the United States from, among other countries, Canada, Mexico, and China, are sustained for an extended period of time, it could have an adverse effect on our results and operations.
−Removed: Further, any retaliatory tariffs or actions by other governments would exacerbate the impact.
−Removed: Risks Related to Our Common Stock
−Removed: Our articles of incorporation and bylaws have, and under Nevada law are subject to, provisions that could deter or prevent a change of control.
−Removed: Our articles of incorporation and bylaws contain provisions that might enable our management to resist a proposed takeover of our Company.
−Removed: These provisions could discourage, delay, or prevent a change of control of our Company or an acquisition of our Company at a price that our stockholders may find attractive.
−Removed: These provisions also may discourage proxy contests and make it more difficult for our stockholders to elect directors and take other corporate actions.
−Removed: The existence of these provisions could limit the price that investors might be willing to pay in the future for shares of our common stock.
−Removed: These provisions include:
−Removed: • a requirement that special meetings of our stockholders may be called only by our President, Chief Executive Officer, or the Chairman of our Board of Directors, and such meetings shall be called by the President or Secretary when requested in writing by two or more members of our Board of Directors or stockholders owning at least 75% of our outstanding common stock;
−Removed: • advance notice requirements for stockholder proposals and nominations;
−Removed: • the authority of our Board of Directors to issue, without stockholder approval, preferred stock with such terms as the Board of Directors may determine, including in connection with our implementation of any stockholders rights plan;
−Removed: • the inapplicability of Nevada statutes relating to acquisitions of controlling interests in the Company by Matthew T.
−Removed: Moroun, his spouse or their children (the “Moroun Family”), any trust for the benefit of one or more members the Moroun Family, or any corporation, partnership, limited partnership, limited liability company, or other entity controlled by one or more members of the Moroun Family;
−Removed: • an exclusive forum bylaw provision requiring that any derivative action brought on behalf of the corporation, any action asserting a claim of breach of a legal or fiduciary duty and any similar claim under the Nevada Revised Statutes or our articles of incorporation must be brought exclusively in the Eighth Judicial District Court sitting in Clark County, Nevada (or, if such court of the State of Nevada lacks jurisdiction, the federal district court for the District of Nevada or other state courts of the State of Nevada).
−Removed: In addition, certain provisions of Nevada law that apply to us could discourage or prevent a change of control or acquisition of our Company.
+Added: We may be required to record additional impairment charges, which could materially affect our results of operations.
+Added: We review the carrying value of goodwill and indefinite lived intangible assets for impairment on an annual basis or whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
+Added: We also review the carrying value of other long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
+Added: Determining whether an impairment exists involves significant management judgment, including estimates of future cash flows, growth rates, discount rates, and market multiples.
+Added: These estimates are inherently uncertain and subject to change based on general economic conditions, interest-rate environments, and the performance of individual reporting units.
+Added: During the third quarter of 2025, we recognized a non-cash impairment charge related to goodwill and certain customer-relationship intangible assets within our Intermodal segment.
+Added: Additional impairments could be required in future periods if actual operating results or macroeconomic conditions differ from current expectations, if the discount rate used in our valuations increases, or if market capitalization declines below the carrying value of our net assets.
+Added: Any such charge would reduce reported earnings and could adversely affect investor perceptions of our financial condition or stock price, even though it would not impact our cash flows.
+Added: Our use of non-GAAP financial measures could lead to investor confusion and may be subject to increased regulatory scrutiny .
+Added: We present certain non-GAAP financial measures in our earnings releases and other investor communications, including adjusted income from operations, adjusted operating margin, adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), and adjusted EBITDA margin.
+Added: These measures are not prepared in accordance with U.S.
+Added: generally accepted accounting principles (“GAAP”) and should not be considered in isolation or as a substitute for GAAP results.
+Added: While management believes these measures provide useful supplemental information for evaluating our operating performance and liquidity, they may exclude significant expenses or income items that are required to be recognized under GAAP.
+Added: As a result, our non-GAAP measures may differ from similarly titled measures used by other companies and may not be comparable.
+Added: There is a risk that investors could misinterpret our non-GAAP measures, place undue reliance on them, or fail to understand their limitations.
+Added: In addition, the Securities and Exchange Commission and other regulators have increased their focus on the use of non-GAAP financial measures, and changes in the interpretation of related rules or additional guidance could require us to modify, supplement, or discontinue the use of these measures.
+Added: Any such developments, or any perception that our non-GAAP disclosures are misleading, could adversely affect investor confidence in our reported results, our stock price, or our reputation for financial transparency.
There have been no other material changes to our risk factors as previously disclosed in Item 1A to Part 1 of our Form 10-K for the fiscal year ended December 31, 2024.
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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.