What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-04-30 compared with 2025-10-30 · 121 added, 178 removed, 121 unchanged (71% of the section changed)

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We use our proprietary technology to move goods efficiently through our customers’ supply chains in North America and Europe.

As of September 30, 2025, we had approximately 38,000 employees serving approximately 55,000 customers through 605 locations in 17 countries.

As of March 31, 2026, we had approximately 37,000 employees serving approximately 55,000 customers through 594 locations in 17 countries.

Our company has two reportable segments:

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market, estimated to be $52 billion in 2025.

We provide approximately 37,000 shippers with critical geographic density and day-definite domestic services to approximately 99% of U.S.

Our network serves approximately 37,000 shippers with critical geographic density and day-definite domestic services to approximately 99% of U.S.

ZIP codes, as well as cross-border services to Mexico, Canada and the Caribbean.

Our capacity and reach give us the ability to manage large freight volumes efficiently and balance our network to leverage fixed costs.

For the trailing 12 months ended September 30, 2025, our customer-focused organization of

truck drivers, service center teams and sales professionals worked together to move approximately 17 billion pounds of freight through our network.

Importantly, our LTL business historically has generated a high return on invested capital and robust free cash flow.

This supports our ongoing investments in people, network capacity and proprietary technology.

We manage the business to specific objectives, such as on-time delivery and damage-free transport of customer freight, the optimal sourcing of linehaul transportation, and the strategic expansion of our footprint in markets with long-term demand.

Since implementing our growth plan in the fourth quarter of 2021, we have added more than 2,000 net new doors to our network — this includes the acquisition of service centers previously operated by Yellow Corporation (the “Yellow Asset Acquisition”), completed in December 2023.

Additionally, we have continued to advance a host of initiatives that are specific to XPO and largely independent of the macroeconomic environment.

Our in-house trailer manufacturing facility and truck driver schools are self-reliant capabilities that are competitively advantageous for us, particularly when industry conditions make it difficult to source equipment or drivers.

In 2024, we produced over 4,400 trailers and continued to invest in training commercial drivers at our XPO driver schools.

Specific to our technology, we believe that we have a large opportunity to drive further growth and profitability in our LTL network through innovation.

We operate the business to high service standards for on-time delivery and damage-free transport, while balancing our network to leverage our fixed costs.

In 2025, we developed new linehaul models that use artificial intelligence (AI) to improve the efficiency of our freight flows, piloted routing innovations for pickup-and-delivery operations and continued to improve productivity with real-time labor analytics at the service center level.

Our proprietary developments in intelligent automation and AI-enabled decision-making are directly enhancing profitability.

Our LTL business historically has generated a high return on invested capital and robust free cash flow, funding our ongoing investments in people, capacity and technology.

For example, since implementing our growth plan in the fourth quarter of 2021, we have added more than 2,000 net new doors to our network, expanding our presence in high-growth markets while improving our operating ratio.

We have created a strategic growth opportunity by building more than 30% excess door capacity into our network.

Additionally, we invest in advancing a host of XPO-specific initiatives that are largely independent of the macroeconomic environment.

Our trailer manufacturing facility and commercial truck driver schools are self-reliant competitive advantages for our company, particularly when industry conditions make it difficult to source equipment or drivers.

This positions us to capture profitable market share gains and drive higher incremental margins when market conditions improve.

LTL industry capacity is currently constrained below pre-pandemic levels in North America, and we believe that our combination of capacity and technology puts us in a unique position to respond quickly to rebounds in demand when the freight recession eases.

We expect our proprietary, AI-driven capabilities to become increasingly essential to how we operate, compete and create value in all these areas.

For more information, see “Technology” below.

European Transportation Segment

XPO has a unique pan-European transportation platform with leading positions in key geographies:

XPO has a unique pan-European transportation platform with leading positions in key geographies and deep expertise in consumer, trade and industrial markets.

We are the #1 full truckload broker and the #1 pallet network (LTL) provider in France;

the #1 full truckload broker and the #1 LTL provider in Iberia (Spain and Portugal);

and a top-tier dedicated truckload provider in the U.K., where we also have the largest single-owner LTL network.

We serve an extensive base of customers in the consumer, trade and industrial markets, including many sector leaders that have long-tenured relationships with us.

Our range of freight services in Europe encompasses dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile, freight forwarding and, increasingly, multimodal solutions customized for our customers, such as road-rail and road-short sea combinations.

Our operators use our proprietary technology to manage these services within our digital ecosystem in Europe.

and, in the U.K., we are a market leader in warehousing, a top-tier dedicated truckload provider and have the largest single-owner LTL network.

Our extensive customer base includes many sector leaders that have long-tenured relationships with us.

Our full range of freight services in Europe encompasses dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile delivery, freight forwarding and, increasingly, multimodal solutions designed for specific customer needs.

We use our proprietary technology to manage these services efficiently within our digital ecosystem in Europe.

The previously announced authorization by our Board of Directors to divest the European business remains in effect.

There can be no assurance that the divestiture will occur, or of the terms or timing of a transaction.

One of the ways in which we deliver superior service to our customers is by empowering our employees with technology.

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In our North American LTL business, the caliber of our technology is mission-critical to our success;

it optimizes pricing, linehaul, labor planning, pickup-and-delivery and dock operations — the main components of the service we provide.

We have been investing in proprietary artificial intelligence (“AI”) technology and are implementing these initiatives across a number of high-impact applications where intelligent automation and better decision-making are directly enhancing profitability.

We see artificial intelligence playing a major role in how we operate, compete, and create value over the long term.

it optimizes pricing, linehaul, pickup-and-delivery and dock operations — the main components of the service we provide.

We have been investing in proprietary AI technology and are implementing these initiatives across a number of high-impact applications where intelligent automation and better decision making are directly enhancing profitability.

We see AI playing a major role in how we operate, price our services, compete, and create value over the long term.

An LTL network of our scale has hundreds of thousands of activities underway at any given time, all managed on our technology.

For the trailing 12 months ended September 30, 2025, we moved approximately 17 billion pounds of freight 779 million miles, including moving linehaul freight an average of 2.5 million miles a day.

For the trailing 12 months ended March 31, 2026, we moved approximately 16 billion pounds of freight 775 million miles, including moving linehaul freight an average of 2.5 million miles a day.

With intelligent route-building, we can reduce empty miles in our linehaul network and improve load factor.

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Consolidated Summary Financial Table

Three Months Ended

September 30, Percent of Revenue Change Nine Months Ended September 30, Percent of Revenue Change

Three Months Ended March 31, Percent of Revenue Change

(Dollars in millions) 2026

2026 2025 2026 vs.

2025 2024 2025 vs.

Revenue $ 2,096 $ 1,954 100.0 % 100.0 % 7.3 %

Salaries, wages and employee

876 852 41.5 % 41.5 % 2.8 % 2,579 2,541 42.0 % 41.3 % 1.5 %

Salaries, wages and employee benefits 880 832 42.0 % 42.6 % 5.8 %

Purchased transportation 423 399 20.2 % 20.4 % 6.0 %

Fuel, operating expenses and

406 399 19.2 % 19.4 % 1.8 % 1,183 1,213 19.2 % 19.7 % (2.5) %

Fuel, operating expenses and supplies 423 393 20.2 % 20.1 % 7.6 %

Operating taxes and licenses 21 19 1.0 % 1.0 % 10.5 %

Insurance and claims 34 35 1.6 % 1.8 % (2.9) %

(Gains) losses on sales of

property and equipment

1 — — % — % NM (2) (5) — % (0.1) % (60.0) %

Depreciation and amortization

134 126 6.3 % 6.1 % 6.3 % 388 365 6.3 % 5.9 % 6.3 %

Pre-Con-way acquisition

environmental matter

35 — 1.7 % — % NM 35 — 0.6 % — % NM

Legal matter — — — % — % — % (13) — (0.2) % — % NM

Transaction and integration

1 13 — % 0.6 % (92.3) % 7 39 0.1 % 0.6 % (82.1) %

Gains on sales of property and equipment (1) (2) — % (0.1) % (50.0) %

Depreciation and amortization expense 131 123 6.3 % 6.3 % 6.5 %

Legal matters — (11) — % (0.6) % (100.0) %

Transaction and integration costs 2 3 0.1 % 0.2 % (33.3) %

Restructuring costs 9 12 0.4 % 0.6 % (25.0) %

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Other income (3) (1) (0.1) % (0.1) % 200.0 %

Debt extinguishment loss — — — % — % — % 5 — 0.1 % — % NM

Debt extinguishment loss — 5 — % 0.3 % (100.0) %

Interest expense 53 56 2.5 % 2.9 % (5.4) %

Income before income tax

112 135 5.3 % 6.6 % (17.0) % 346 372 5.6 % 6.0 % (7.0) %

Income before income tax provision 124 91 5.9 % 4.7 % 36.3 %

Income tax provision 23 22 1.1 % 1.1 % 4.5 %

Net income $ 101 $ 69 4.8 % 3.5 % 46.4 %

NM - Not meaningful.

Three and Nine Months Ended September 30, 2025 Compared with Three and Nine Months Ended September 30, 2024

Our consolidated revenue for the third quarter of 2025 increased 2.8% to $2.11 billion, compared with the same quarter in 2024.

Our consolidated revenue for the first nine months of 2025 was flat at $6.15 billion, compared with the same period in 2024.

Foreign currency movement increased revenue by approximately 2.8 percentage points in the third quarter of 2025 and by approximately 1.1 percentage points in the first nine months of 2025.

After taking into effect the impact of foreign currency movements, revenue in the third quarter of 2025 was flat compared to the same quarter in 2024, and revenue in the first nine months of 2025 decreased compared to the same period in 2024.

The year-over-year decrease in the first nine months of 2025 primarily reflects a revenue decline in our North American LTL segment, driven by lower fuel surcharge revenue and lower shipments per day.

Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025

Our consolidated revenue for the first quarter of 2026 increased 7.3% to $2.1 billion, compared with the same quarter in 2025.

Foreign currency movement increased revenue by approximately 4.4 percentage points in the first quarter of 2026.

The increase in revenue during the first quarter of 2026 compared to the same period in 2025, after taking into effect the impact of foreign currency movements, primarily reflects higher revenue in our North American LTL segment, driven by higher yield and shipments per day and higher fuel surcharge revenue.

Salaries, wages and employee benefits includes compensation-related costs for our employees, including salaries, wages, incentive compensation, healthcare-related costs and payroll taxes, and covers drivers and dockworkers, operations and facility workers and employees in support roles and other positions.

Salaries, wages and employee benefits for the third quarter of 2025 was $876 million, or 41.5% of revenue, compared with $852 million, or 41.5% of revenue, for the same quarter in 2024.

Salaries, wages and employee benefits for the first nine months of 2025 was $2.6 billion, or 42.0% of revenue, compared with $2.5 billion, or 41.3% of revenue, for the same period in 2024.

As a percentage of revenue, both periods reflect higher costs due to the insourcing of a greater proportion of

linehaul from third-party transportation providers in our North American LTL segment and wage inflation, offset by savings from restructuring actions and productivity improvements enabled by our AI-driven optimization tools.

Salaries, wages and employee benefits for the first quarter of 2026 was $880 million, or 42.0% of revenue, compared with $832 million, or 42.6% of revenue, for the same quarter in 2025.

The year-over-year decrease as a percentage of revenue primarily reflects productivity improvements enabled by our AI-driven optimization tools, partially offset by higher costs due to the insourcing of a greater proportion of linehaul from third-party transportation providers in our North American LTL segment and wage inflation.

Purchased transportation includes costs of procuring third-party freight transportation.

Purchased transportation for the third quarter of 2025 was $424 million, or 20.1% of revenue, compared with $430 million, or 20.9% of revenue, for the same quarter in 2024.

Purchased transportation for the first nine months of 2025 was $1.25 billion, or 20.3% of revenue, compared with $1.30 billion, or 21.2% of revenue, for the same period in 2024.

The year-over-year decrease as a percentage of revenue in both periods primarily reflects the insourcing of a greater proportion of linehaul from third-party transportation providers in our North American LTL segment, partially offset by higher purchased transportation in our European Transportation segment for the first nine months of 2025.

Purchased transportation for the first quarter of 2026 was $423 million, or 20.2% of revenue, compared with $399 million, or 20.4% of revenue, for the same quarter in 2025.

The year-over-year decrease as a percentage of revenue primarily reflects the insourcing of a greater proportion of linehaul from third-party transportation providers in our North American LTL segment.

Fuel, operating expenses and supplies includes the cost of fuel purchased for use in our vehicles as well as related taxes, maintenance and lease costs for our equipment, including tractors and trailers, costs related to operating our owned and leased facilities, bad debt expense, third-party professional fees, information technology expenses and supplies expense.

Fuel, operating expenses and supplies for the third quarter of 2025 was $406 million, or 19.2% of revenue, compared with $399 million, or 19.4% of revenue, for the same quarter in 2024.

Fuel, operating expenses and supplies for the first nine months of 2025 was $1.18 billion, or 19.2% of revenue, compared with $1.21 billion, or 19.7% of revenue, for the same period in 2024.

The year-over-year decrease as a percentage of revenue for the third quarter of 2025 primarily reflects lower maintenance costs in our North American LTL segment and lower fuel costs in our European Transportation segment, partially offset by higher fuel costs in our North American LTL segment.

The year-over-year decrease as a percentage of revenue for the first nine months of 2025 primarily reflects lower fuel costs in both segments and lower maintenance costs in our North American LTL segment.

Fuel, operating expenses and supplies for the first quarter of 2026 was $423 million, or 20.2% of revenue, compared with $393 million, or 20.1% of revenue, for the same quarter in 2025.

The year-over-year increase as a percentage of revenue primarily reflects higher fuel costs and higher weather-related costs in our North American LTL segment, partially offset by lower maintenance costs in our North American LTL segment.

Operating taxes and licenses includes tax expenses related to our vehicles and our owned and leased facilities as well as license expenses to operate our vehicles.

Operating taxes and licenses was $21 million for the third quarter of 2025 and 2024, and $61 million for the first nine months of 2025 and 2024.

Operating taxes and licenses for the first quarter of 2026 was $21 million, compared with $19 million for the same period in 2025.

Insurance and claims includes costs related to vehicular and cargo claims for both purchased insurance and self-insurance programs.

Insurance and claims for the third quarter of 2025 was $43 million, compared with $33 million for the same quarter in 2024.

Insurance and claims for the first nine months of 2025 was $118 million, compared with $105 million for the same period in 2024.

The year-over-year increase in both periods primarily reflects higher vehicular insurance costs in our North American LTL segment.

(Gains) losses on sales of property and equipment for the third quarter of 2025 was a loss of $1 million, compared with $0 million for the same quarter in 2024.

(Gains) losses on sales of property and equipment for the first nine months of 2025 was a gain of $2 million, compared with a gain of $5 million for the same period in 2024.

Depreciation and amortization expense for the third quarter of 2025 was $134 million, compared with $126 million for the same quarter in 2024.

Depreciation and amortization expense for the first nine months of 2025 was $388 million, compared with $365 million for the same period in 2024.

The year-over-year increase in both periods reflects the impact of capital investments in property, tractors and trailers in our North American LTL segment.

Pre-Con-way acquisition environmental matter for the third quarter of 2025 and the first nine months of 2025 was a charge of $35 million.

There were no comparable charges in 2024.

This matter relates to environmental and product liability claims involving truck and part manufacturing plants of a former subsidiary of Con-way, which they sold in 1981 long before XPO's acquisition of Con-way in 2015.

The matter is solely related to a legacy Con-way truck manufacturing business and is unrelated to the operations of our North American LTL segment.

Legal matter for the third quarter of 2025 and the first nine months of 2025 was a gain of $0 million and $13 million, respectively.

There were no comparable gains in 2024.

The gain recognized in 2025 reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to our acquisition of Norbert Dentressangle SA in 2015.

Transaction and integration costs for the third quarter of 2025 were $1 million, compared with $13 million for the same quarter in 2024.

Transaction and integration costs for the first nine months of 2025 were $7 million, compared with $39 million for the same period in 2024.

The year-over-year decrease in both periods primarily relates to no further stock-based compensation costs in the current year for certain employees related to strategic initiatives.

Restructuring costs for the third quarter of 2025 were $6 million, compared with $3 million for the same quarter in 2024.

Restructuring costs for the first nine months of 2025 were $26 million, compared with $17 million for the same period in 2024.

The restructuring costs in both periods primarily related to restructuring actions in our European Transportation segment.

Insurance and claims for the first quarter of 2026 was $34 million, compared with $35 million for the same quarter in 2025.

Depreciation and amortization expense for the first quarter of 2026 was $131 million, compared with $123 million for the same quarter in 2025.

The year-over-year increase primarily reflects the impact of capital investments in property, tractors and trailers in our North American LTL segment.

Legal matters for the first quarter of 2025 was a gain of $11 million, which reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to our acquisition of Norbert Dentressangle SA in 2015.

There was no comparable gain or loss in the first quarter of 2026.

Transaction and integration costs for the first quarter of 2026 were $2 million, compared with $3 million for the same quarter in 2025.

Restructuring costs for the first quarter of 2026 were $9 million, compared with $12 million for the same quarter in 2025, which primarily related to restructuring actions in our European Transportation segment.

We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure.

For more information, see Note 4—Restructuring Charges to our Condensed Consolidated Financial Statements.

Other income for the third quarter of 2025 was $2 million, compared with $15 million for the same quarter in 2024.

Other income for the first nine months of 2025 was $4 million, compared with $31 million for the same period in 2024.

The year-over-year decrease in both periods reflects a decrease in investment income of $9 million and $13 million, respectively, in the third quarter of 2025 and the first nine months of 2025 related to a past investment in a private company that we sold in 2024, as well as a decrease in net periodic pension income in both 2025 periods.

Debt extinguishment loss was not material for the third quarter of 2025 and $5 million for the first nine months of 2025, which related to the refinancing of our term loan facility in the first quarter of 2025.

There was no debt extinguishment loss in the comparable 2024 periods.

Interest expense decreased to $54 million for the third quarter of 2025, compared with $56 million for the same quarter in 2024.

Interest expense decreased to $166 million for the first nine months of 2025, compared with $170 million for the same period in 2024.

The year-over-year decrease in both periods is primarily due to lower interest rates on our variable rate debt, partially offset by lower interest income.

Our effective income tax rates were 26.9% and 29.7% for the third quarters of 2025 and 2024, respectively, and 25.8% and 16.0% for the first nine months of 2025 and 2024, respectively.

The effective income tax rates for the third quarter and nine-month periods of 2025 and 2024 were based on forecasted full-year effective income tax rates, adjusted for discrete items that occurred within the periods presented.

The decrease in our effective income tax rate for the third quarter of 2025 compared to the same period in 2024 was primarily driven by a decrease in losses for which no tax benefit can be recognized and an adjustment in the third quarter of 2024 related to the legal entity reorganization in our European Transportation business.

The increase in our effective income tax rate for the first nine months of 2025 compared to the same period in 2024 was primarily driven by a one-time tax benefit of $40 million associated with the legal entity reorganization in our European Transportation business that occurred in 2024, partially offset by a decrease in losses for which no tax benefit can be recognized.

As previously disclosed, we expect the legal entity reorganization in our European Transportation business to generate an aggregate net cash refund of approximately $45 million.

In 2024, we made tax payments of $7 million, and in the third quarter of 2025 we received a cash refund of approximately $49 million.

We expect to receive the remaining $3 million cash refund in the fourth quarter of 2025 or early 2026.

In July 2025, the One Big Beautiful Bill Act was signed into law.

The legislation includes modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions including 100% bonus depreciation for qualified property placed in service after January 19, 2025, immediate expensing of domestic research and experimental costs, and business interest expense limitations.

We recognized the effects of the legislation during the third quarter for the provisions currently enacted, which increased our deferred tax liability.

We anticipate that the legislation will reduce our federal income tax liability and related tax payments for current and future years but will not have a significant impact on our annual effective tax rate.

Other income for the first quarter of 2026 was $3 million, compared with $1 million for the same quarter in 2025.

The year-over-year increase primarily reflects a $2 million increase in net periodic pension income.

Debt extinguishment loss was not material for the first quarter of 2026, compared with $5 million for the same quarter in 2025, which related to the refinancing of our term loan facility.

Interest expense decreased to $53 million for the first quarter of 2026, compared with $56 million for the same quarter in 2025.

The year-over-year decrease is primarily due to a lower average debt balance as well as lower interest rates on our variable rate debt.

Our effective income tax rates were 18.4% and 24.2% for the first quarters of 2026 and 2025, respectively.

The effective income tax rates for the first quarter of 2026 and 2025 were based on forecasted full-year effective income tax rates, adjusted for discrete items that occurred within the periods presented.

The decrease in our effective income tax rate for the first quarter of 2026 compared to the same period in 2025 was primarily driven by an increase in a discrete tax benefit from stock-based compensation and a change in estimate related to the discrete benefit associated with a legal entity reorganization in our European Transportation business that occurred in 2024.

In the first quarter of 2026, the effective tax rate was impacted by discrete tax benefits of $11 million in the aggregate related to stock-based compensation and a change in estimate associated with the legal entity reorganization.

In the first quarter of 2025, the effective tax rate was impacted by losses for which no tax benefit can be recognized and

forecasted non-deductible executive compensation expense, partially offset by a discrete tax benefit of $5 million from stock-based compensation.

The remaining cash refund we expect to receive in connection with the legal entity reorganization in our European Transportation business is $6 million.

This amount is expected to be received in 2026 or 2027.

Segment Financial Results

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Segment adjusted EBITDA includes an allocation of corporate costs.

See Note 2—Segment Reporting to our Condensed Consolidated Financial Statements for further information and a reconciliation of adjusted EBITDA to Net income.

See Note 2—Segment Reporting to our Condensed Consolidated Financial Statements for further information and a reconciliation of adjusted EBITDA to consolidated net income.

North American Less-Than-Truckload Segment

Three Months Ended September 30, Percent of Revenue Change Nine Months Ended September 30, Percent of Revenue Change

Three Months Ended March 31, Percent of Revenue Change

(Dollars in millions) 2026 2025 2026 2025 2026 vs.

2024 2025 2024 2025 2024 2025 vs.

Revenue $ 1,229 $ 1,172 100.0 % 100.0 % 4.9 %

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(1) Percent of Revenue is calculated using the underlying unrounded amounts.

Revenue in our North American LTL segment increased 0.3% to $1.26 billion for the third quarter of 2025, compared with $1.25 billion for the same quarter in 2024.

Revenue decreased 2.0% to $3.67 billion for the first nine months of 2025, compared with $3.74 billion for the same period in 2024.

Revenue included fuel surcharge revenue of $194 million and $195 million, respectively, for the third quarters of 2025 and 2024, and $555 million and $613 million, respectively, for the first nine months of 2025 and 2024.

The year-over-year decrease in fuel surcharge revenue for the first nine months of 2025 was primarily driven by lower diesel prices and lower volume.

We evaluate the revenue performance of our LTL business using several commonly used metrics, including volume (weight per day in pounds) and yield, which is a commonly used measure of LTL pricing trends.

Revenue in our North American LTL segment increased 4.9% to $1.23 billion for the first quarter of 2026, compared with $1.17 billion for the same quarter in 2025.

Revenue included fuel surcharge revenue of $201 million and $178 million, respectively, for the first quarters of 2026 and 2025.

The increase in fuel surcharge revenue was primarily driven by higher diesel prices.

We evaluate the revenue performance of our LTL business using several commonly used metrics, including tonnage (weight per day in pounds) and yield, which is a commonly used measure of LTL pricing trends.

We measure yield using gross revenue per hundredweight, excluding fuel surcharges.

Impacts on yield can include weight per shipment and length of haul, among other factors, while impacts on volume can include shipments per day and weight per shipment.

Impacts on yield can include weight per shipment and length of haul, among other factors, while impacts on tonnage can include shipments per day and weight per shipment.

The following table summarizes our key revenue metrics:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 Change % 2025 2024 Change %

Three Months Ended March 31,

2026 2025 Change %

Pounds per day (thousands) 65,510 65,427 0.1 %

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Percentages presented are calculated using the underlying unrounded amounts.

The year-over-year increase in revenue, excluding fuel surcharge revenue, for the third quarter of 2025 reflects higher yield, primarily related to our improvements in service quality and the benefit of numerous pricing initiatives, partially offset by lower volume.

The decrease in volume per day for the third quarter of 2025 reflects lower shipments per day and lower average weight per shipment.

The year-over-year decrease in revenue, excluding fuel surcharge revenue, for the first nine months of 2025 reflects the same dynamics.

Adjusted EBITDA was $308 million for the third quarter of 2025, compared with $284 million for the same quarter in 2024.

Adjusted EBITDA was $857 million for the first nine months of 2025, compared with $836 million for the same period in 2024.

The increase in adjusted EBITDA for both periods reflects higher yield, productivity improvements, lower purchased transportation, and lower maintenance costs, partially offset by lower volume, wage inflation, higher vehicular insurance costs, and lower pension income.

Adjusted EBITDA for the first nine months of 2025 was also impacted by lower fuel surcharge revenue partially offset by lower fuel costs.

Depreciation and amortization expense increased to $98 million in the third quarter of 2025 compared with $89 million for the same quarter in 2024.

Depreciation and amortization expense increased to $283 million in the first nine months of 2025 compared with $257 million for the same period in 2024.

The increase in both the third quarter and first nine months of 2025 was due to the impact of capital investments in property, tractors and trailers.

The year-over-year increase in revenue, excluding fuel surcharge revenue, for the first quarter of 2026 reflects higher yield, primarily related to our improvements in service quality and the benefit of numerous pricing initiatives.

The increase in tonnage per day for the first quarter of 2026 reflects higher shipments per day partially offset by lower average weight per shipment.

Adjusted EBITDA was $290 million for the first quarter of 2026, compared with $250 million for the same quarter in 2025.

The increase in adjusted EBITDA reflects higher yield and shipments per day, higher fuel surcharge revenue, productivity improvements, lower purchased transportation, and lower vehicular insurance costs, partially offset by lower average weight per shipment, higher fuel costs and wage inflation.

Depreciation and amortization expense increased to $97 million in the first quarter of 2026 compared with $90 million for the same quarter in 2025, primarily due to the impact of capital investments in property, tractors and trailers.

European Transportation Segment

Three Months Ended September 30, Percent of Revenue Change Nine Months Ended September 30, Percent of Revenue Change

Three Months Ended March 31, Percent of Revenue Change

(Dollars in millions) 2026 2025 2026 2025 2026 vs.

2024 2025 2024 2025 2024 2025 vs.

Revenue $ 868 $ 782 100.0 % 100.0 % 11.0 %

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(1) Percent of Revenue is calculated using the underlying unrounded amounts.

Revenue in our European Transportation segment increased 6.7% to $857 million for the third quarter of 2025, compared with $803 million for the same quarter in 2024.

Revenue increased 3.0% to $2.5 billion for the first nine months of 2025, compared with $2.4 billion for the same period in 2024.

Foreign currency movement increased revenue by approximately 7.1 percentage points in the third quarter of 2025 and by approximately 2.9 percentage points in the first nine months of 2025.

Revenue was essentially flat in both periods of 2025, compared to the same periods in 2024, after taking into effect the impact of foreign currency movement.

Adjusted EBITDA was $38 million for the third quarter of 2025, compared with $44 million for the same quarter in 2024.

Adjusted EBITDA was $115 million for the first nine months of 2025, compared with $131 million for the same period in 2024.

The decrease in adjusted EBITDA in both periods primarily reflects higher salaries, wages and employee benefits and higher purchased transportation, partially offset by lower fuel costs.

Depreciation and amortization expense decreased to $35 million in the third quarter of 2025 compared with $36 million for the same quarter in 2024.

Depreciation and amortization expense decreased to $101 million in the first nine months of 2025 compared with $106 million for the same period in 2024.

Revenue in our European Transportation segment increased 11.0% to $868 million for the first quarter of 2026, compared with $782 million for the same quarter in 2025.

Foreign currency movement increased revenue by approximately 10.9 percentage points in the first quarter of 2026.

After taking into effect the impact of foreign currency movement, revenue was essentially flat in the first quarter of 2026 compared to the same period in 2025.

Adjusted EBITDA was $33 million for the first quarter of 2026, compared with $32 million for the same quarter in 2025.

Depreciation and amortization expense increased to $33 million in the first quarter of 2026, compared with $32 million for the same quarter in 2025.

Liquidity and Capital Resources

Our cash and cash equivalents balance was $335 million as of September 30, 2025, compared to $246 million as of December 31, 2024.

Our cash and cash equivalents balance was $237 million as of March 31, 2026, compared to $310 million as of December 31, 2025.

Our principal existing sources of cash are:

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and (iii) proceeds from the issuance of other debt.

As of September 30, 2025, we have approximately $600 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $1 million.

Additionally, we have a $200 million uncommitted secured evergreen letter of credit facility, under which we had issued $133 million in aggregate face amount of letters of credit as of September 30, 2025.

As of March 31, 2026, we have approximately $600 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $1 million.

Additionally, we have a $200 million uncommitted secured evergreen letter of credit facility, under which we had issued $132 million in aggregate face amount of letters of credit as of March 31, 2026.

In February 2025, we terminated our Second Amended and Restated Revolving Credit Agreement, as amended, and entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”).

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See Note 6—Debt to our Condensed Consolidated Financial Statements for further information.

As of September 30, 2025, we had approximately $935 million of total liquidity.

As of March 31, 2026, we had approximately $837 million of total liquidity.

We continually evaluate our liquidity requirements in light of our operating needs, growth initiatives and capital resources.

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Trade Receivables Securitization and Factoring Programs

We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements.

We also sell trade accounts receivable under a securitization program for our European transportation business.

In our European Transportation business, we sell certain of our trade accounts receivable under securitization and factoring programs.

We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers.

For more information, see Note 1—Organization, Description of Business and Basis of Presentation to our Condensed Consolidated Financial Statements.

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is €200 million (approximately $235 million as of September 30, 2025).

As of September 30, 2025, €1 million (approximately $1 million) was available under the program.

For more information, see Note 1—Description of Business and Basis of Presentation to our Condensed Consolidated Financial Statements.

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is €200 million (approximately $231 million as of March 31, 2026).

As of March 31, 2026, less than €1 million (less than $1 million) was available under the program.

Under the securitization program, we service the receivables we sell on behalf of the purchasers.

The program expires in July 2026.

In January 2026, the program was amended to extend the maturity date through March 2029.

Term Loan Facility

In February 2025, we amended our Senior Secured Term Loan Credit Agreement.

In February 2025, we amended our Senior Secured Term Loan Credit Agreement (“Amended Term Loan Credit Agreement”).

Pursuant to the amendment, the lenders provided the company (a) a term loan B facility in an aggregate principal amount of $700 million, maturing on May 24, 2028 (the “Refinancing Term Loan B-2 Facility”), and (b) a term loan B facility in an aggregate principal amount of $400 million, maturing on February 1, 2031 (the “Refinancing Term Loan B-3 Facility” and together with the Refinancing Term Loan B-2 Facility, the “Refinancing Term Loan Facilities”).

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We recorded a debt extinguishment loss of $5 million in the first quarter of 2025 due to this refinancing.

In July 2025, we used cash on hand to repay $50 million of outstanding principal under the Refinancing Term Loan B-2 Facility, which was scheduled to mature in 2028.

In September 2025, we gave notice to repay an additional $65 million of outstanding principal under the Refinancing Term Loan B-2 Facility to occur in October 2025.

As a result, as of September 30, 2025, we classified $65 million of the Refinancing Term Loan B-2 Facility within Short-term borrowings and current maturities of long-term debt.

In October 2025, we used cash on hand to repay $65 million of outstanding principal under this loan.

The Refinancing Term Loan Facilities bear interest at a rate per annum equal to, at the Company’s option, either alternate base rate (“ABR”) or Term Secured Overnight Financing Rate (“SOFR”) plus (i) in the case of ABR Loans, 0.75% or, (ii) in the case of Term SOFR Loans, 1.75%, which, in each case after September 30, 2025, shall be reduced by 0.25% upon the achievement of a Consolidated First Lien Net Leverage Ratio (as defined in the Amended Term Loan Credit Agreement) of less than or equal to 1.21 to 1.00.

The Refinancing Term Loan Facilities are secured by a lien on substantially all of our assets and the assets of our guarantors, with certain exceptions.

The Amended Term Loan Credit Agreement contains customary mandatory prepayment requirements, representations and warranties, events of default, reporting and other affirmative covenants and negative covenants, including limitations on indebtedness, liens, investments, dividends, repayments of junior financings and asset sales, in each case subject to a number of important exceptions and qualifications.

The weighted average interest rate of our term loans was approximately 5.88% as of September 30, 2025.

Subsequently, in the second half of 2025, we used cash on hand to repay $115 million of outstanding principal under the Refinancing Term Loan B-2 Facility, which was scheduled to mature in 2028.

During the quarter ended March 31, 2026, we used cash on hand to repay $30 million of outstanding principal under this loan.

In April 2026, we used cash on hand to repay an additional $70 million of outstanding principal under this loan, including $45 million classified within Short-term borrowings and current maturities of long-term debt as of March 31, 2026.

The debt extinguishment losses recorded in connection with the repayments were not material.

The weighted average interest rate of our term loans was approximately 5.42% as of March 31, 2026.

Share Repurchases

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We retire common shares that we repurchase upon settlement.

The new share repurchase program has no expiration date and may be utilized over time, with no obligation to repurchase any specific number of shares.

The share repurchase program has no expiration date and may be utilized over time, with no obligation to repurchase any specific number of shares.

We may suspend or discontinue this program at any time.

This plan replaced our previous share repurchase plan, authorized in February 2019.

In the third quarter of 2025, we repurchased 388 thousand shares of common stock with an aggregate value of $50 million at an average price of $128.86 per share.

In the first nine months of 2025, we repurchased 471 thousand shares of common stock with an aggregate value of $60 million at an average price of $127.37 per share.

In the first quarter of 2026, we repurchased 156 thousand shares of common stock with an aggregate value of $30 million at an average price of $192.19 per share.

The share repurchases were funded by cash on hand.

As of September 30, 2025, our remaining share repurchase authorization was $690 million.

There were no share repurchases during the first quarter of 2025.

As of March 31, 2026, our remaining share repurchase authorization was $595 million, reflecting $155 million of cumulative repurchases to date under the program.

Loan Covenants and Compliance

As of September 30, 2025, we were in compliance with the covenants and other provisions of our debt agreements.

As of March 31, 2026, we were in compliance with the covenants and other provisions of our debt agreements.

Any failure to comply with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

Sources and Uses of Cash

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2026 2025

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Net cash used in financing activities (147) (30)

During the nine months ended September 30, 2025, we generated cash from operating activities of $760 million.

During the three months ended March 31, 2026, we generated cash from operating activities of $183 million.

We used cash during the period primarily to:

(i) purchase property and equipment of $111 million;

(ii) repurchase common stock of $57 million;

(iii) make payments on debt and finance leases of $56 million;

(iv) repay $50 million of outstanding principal under the Refinancing Term Loan B-2 Facility;

and (v) make net payments of $47 million related to tax withholding obligations in connection with the vesting of restricted shares.

During the nine months ended September 30, 2024, we generated cash from operating activities of $619 million.

(ii) make net payments of $88 million related to tax withholding obligations in connection with the vesting of stock compensation

(iii) repurchase common stock of $30 million;

and (iv) repay $30 million of outstanding principal under the Refinancing Term Loan B-2 Facility.

During the three months ended March 31, 2025, we generated cash from operating activities of $142 million.

We used cash during this period primarily to:

(i) purchase property and equipment of $623 million;

(ii) make payments on debt and finance leases of $64 million;

and (iii) make payments of $21 million related to tax withholding obligations in connection with the vesting of restricted shares.

Cash flows from operating activities for the nine months ended September 30, 2025 increased by $141 million, compared with the same period in 2024.

The increase primarily reflects the impact of operating assets and liabilities utilizing $26 million of cash in the first nine months of 2025, compared with utilizing $166 million during the same period in 2024.

Investing activities used $532 million of cash in the nine months ended September 30, 2025 and $598 million of cash in the nine months ended September 30, 2024.

During the nine months ended September 30, 2025, we used $551 million to purchase property and equipment, as compared to a $623 million usage of cash in the same period in 2024.

(i) purchase property and equipment of $199 million and (ii) make net payments of $47 million related to tax withholding obligations in connection with the vesting of stock compensation awards.

Cash flows from operating activities for the three months ended March 31, 2026 increased by $41 million, compared with the same period in 2025.

The increase primarily reflects higher net income of $32 million in the first three months of 2026, compared with the same period in 2025.

Investing activities used $107 million of cash in the three months ended March 31, 2026 and $191 million of cash in the three months ended March 31, 2025.

During the three months ended March 31, 2026, we used $111 million to purchase property and equipment, as compared to a $199 million usage of cash in the same period in 2025.

The decrease is due to planned reductions in capital expenditures in 2026 compared to 2025.

Financing activities used $185 million of cash in the nine months ended September 30, 2025 and $59 million of cash in the nine months ended September 30, 2024.

The primary uses of cash from financing activities during the first nine months of 2025 were $57 million to repurchase common stock, $56 million used to repay borrowings, primarily related to finance lease obligations, $50 million to repay outstanding principal under the Refinancing Term Loan B-2 Facility, which was scheduled to mature in 2028, and $47 million to make net payments for tax withholdings on restricted shares, primarily during the first quarter of 2025.

The primary uses of cash from financing activities during the first nine months of 2024 were $64 million used to repay borrowings, primarily related to finance lease obligations, and $21 million to make payments for tax withholdings on restricted shares.

The primary source of cash from financing activities during the first nine months of 2025 was $24 million of proceeds from bank overdrafts, as compared to $32 million in the same period of 2024.

There were no material changes to our December 31, 2024 contractual obligations during the nine months ended September 30, 2025.

Financing activities used $147 million of cash in the three months ended March 31, 2026 and $30 million of cash in the three months ended March 31, 2025.

The primary uses of cash from financing activities during the first three months of 2026 were $88 million to make net payments for tax withholdings on vested stock compensation awards, $30 million to repurchase common stock, $30 million to repay outstanding principal under the Refinancing Term Loan B-2 Facility, which was scheduled to mature in 2028, and $20 million used to repay borrowings, primarily related to finance lease obligations.

The primary uses of cash from financing activities during the first three months of 2025 were $47 million to make net payments for tax withholdings on vested stock compensation awards and $18 million used to repay borrowings, primarily related to finance lease obligations.

The primary source of cash from financing activities during the first three months of 2026 was $20 million of proceeds from bank overdrafts, compared to $38 million in the same period of 2025.

There were no material changes to our December 31, 2025 contractual obligations during the three months ended March 31, 2026.

We anticipate full year gross capital expenditures to be between $500 million and $600 million in 2026, funded by cash on hand, cash generated from operations and available liquidity.

New Accounting Standards

Information related to new accounting standards is included in Note 1—Organization, Description of Business and Basis of Presentation to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Information related to new accounting standards is included in Note 1—Description of Business and Basis of Presentation to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

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-Q

Item 2. Management’s Discussion and Analysis