What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-04-30 · 159 added, 61 removed, 407 unchanged (35% of the section changed)

1 unchanged sentence

Condensed Consolidated Balance Sheets

March 31, December 31,

June 30, December 31,

(In millions, except per share data) 2026 2025

31 unchanged sentences

117 shares issued and

outstanding as of March 31, 2026 and December 31, 2025, respectively

outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,005 1,160

6 unchanged sentences

Condensed Consolidated Statements of Income

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions, except per share data) 2026 2025 2026 2025

7 unchanged sentences

Depreciation and amortization expense 134 131 265 254

Pre-Con-way acquisition environmental matter 1 — 1 —

Legal matters — ( 2 ) — ( 13 )

17 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2026 2025 2026 2025

1 unchanged sentence

Other comprehensive income (loss), net of tax

Foreign currency translation gain (loss), net of tax effect of $( 3 ) and $ 6

Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments,

net of tax effect of $ — and $ —

Foreign currency translation gain (loss), net of tax effect of

$( 1 ), $ 14 , $( 4 ) and $ 20

$ — $ 29 $ ( 8 ) $ 47

Unrealized gain (loss) on financial assets/liabilities

designated as hedging instruments, net of tax effect of

$ — , $ — , $ — and $ —

Other comprehensive income (loss) — 29 ( 7 ) 46

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(In millions) 2026 2025

19 unchanged sentences

Cash flows from financing activities

Repurchase of debt ( 30 ) —

Repayment of debt and finance leases ( 20 ) ( 18 )

Proceeds from issuance of debt 885 —

Repayment of debt ( 985 ) —

Repayment of finance leases and other debt ( 39 ) ( 36 )

Payment for debt issuance costs ( 1 ) ( 3 )

11 unchanged sentences

Cash paid for interest 109 117

Cash paid (received) for income taxes, net of refunds 4 ( 2 )

Cash paid for income taxes, net of refunds 9 31

Amounts may not add due to rounding.

3 unchanged sentences

Comprehensive Loss Total Equity

Balance as of March 31, 2026 117,408 $ — $ 1,055 $ 989 $ ( 194 ) $ 1,851

Net income — — — 162 — 162

Other comprehensive income (loss) — — — — — —

Exercise and vesting of stock compensation awards

Tax withholdings related to vesting of stock compensation awards

Retirement of common stock ( 341 ) — ( 70 ) — — ( 70 )

Stock compensation expense

— — 17 — — 17

Balance as of June 30, 2026 117,083 $ — $ 1,005 $ 1,151 $ ( 194 ) $ 1,962

(Shares in thousands, dollars in millions) Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other

Comprehensive Loss Total Equity

Balance as of December 31, 2025 116,954 $ — $ 1,160 $ 888 $ ( 187 ) $ 1,861

8 unchanged sentences

— — 30 — — 30

Balance as of June 30, 2026 117,083 $ — $ 1,005 $ 1,151 $ ( 194 ) $ 1,962

(Shares in thousands, dollars in millions) Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other

Comprehensive Loss Total Equity

Balance as of March 31, 2025 117,788 $ — $ 1,227 $ 641 $ ( 228 ) $ 1,640

Net income — — — 106 — 106

Other comprehensive income (loss) — — — — 29 29

Exercise and vesting of stock compensation awards

Tax withholdings related to vesting of stock compensation awards

— — ( 2 ) — — ( 2 )

Retirement of common stock ( 83 ) — ( 10 ) — — ( 10 )

Stock compensation expense

— — 16 — — 16

Balance as of June 30, 2025 117,745 $ — $ 1,233 $ 747 $ ( 199 ) $ 1,781

(Shares in thousands, dollars in millions) Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other

7 unchanged sentences

— — ( 64 ) — — ( 64 )

Retirement of common stock ( 83 ) — ( 10 ) — — ( 10 )

Stock compensation expense

— — 31 — — 31

Balance as of March 31, 2025 117,788 $ — $ 1,227 $ 641 $ ( 228 ) $ 1,640

Other — — 2 — — 2

Balance as of June 30, 2025 117,745 $ — $ 1,233 $ 747 $ ( 199 ) $ 1,781

Amounts may not add due to rounding.

12 unchanged sentences

The Condensed Consolidated Financial Statements are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of the financial condition, operating results and cash flows for the interim periods presented.

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

Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Within our Condensed Consolidated Financial Statements and the accompanying notes, certain amounts may not add due to the use of rounded numbers.

1 unchanged sentence

Restricted Cash

As of March 31, 2026 and December 31, 2025, our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $ 21 million and $ 20 million, respectively.

As of June 30, 2026 and December 31, 2025, our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $ 16 million and $ 20 million, respectively.

Trade Receivables Securitization and Factoring Programs

1 unchanged sentence

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.

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.

The weighted average interest rate was 3.70 % as of March 31, 2026.

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 $ 228 million as of June 30, 2026).

As of June 30, 2026, the maximum amount available under the program was utilized.

The weighted average interest rate was 3.69 % as of June 30, 2026.

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

Information related to the trade receivables sold was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2026 2025 2026 2025

1 unchanged sentence

Receivables sold in period

$ 462 $ 495 $ 944 $ 920

Cash consideration

462 495 944 920

Factoring programs

10 unchanged sentences

We base our fair value estimates on market assumptions and available information.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of March 31, 2026 and December 31, 2025 due to their short-term nature and/or being receivable or payable on demand.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of June 30, 2026 and December 31, 2025 due to their short-term nature and/or being receivable or payable on demand.

The Level 1 cash equivalents include money market funds valued using quoted prices in active markets and cash deposited for the securitization program.

1 unchanged sentence

(In millions) Carrying Value Fair Value Level 1

March 31, 2026 $ 179 $ 179 $ 179

June 30, 2026 $ 270 $ 270 $ 270

December 31, 2025 285 285 285

1 unchanged sentence

Accounting Pronouncements Issued but Not Yet Effective

In December 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-10, “Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities.” This ASU provides recognition, measurement and presentation guidance for government grants received by business entities and is effective for annual and interim periods beginning in 2029.

In May 2026, the Financial Accounting Standards Board (“FASB”) issued ASU 2026-02, “Environmental Credits and Environmental Credit Obligations (Topic 818).” This ASU establishes recognition, measurement, presentation and disclosure requirements for (i) environmental credits and (ii) compliance obligations that may be settled by using environmental credits and is effective for annual and interim periods beginning in 2028.

Early adoption is permitted.

We are currently evaluating the impact of the new standard.

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities.” This ASU provides recognition, measurement and presentation guidance for government grants received by business entities and is effective for annual and interim periods beginning in 2029.

Early adoption is permitted.

We are currently evaluating the impact of the new standard.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40).” The ASU updates the guidance on accounting for internal-use software costs by (i) removing all references to software development stages, and (ii) requiring that an entity capitalize software costs when both management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

22 unchanged sentences

The following tables present revenue and significant segment expenses that are included within adjusted EBITDA:

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

(In millions) North American LTL European Transportation Corporate (1)

8 unchanged sentences

Adjusted EBITDA $ 390 $ 48 $ ( 4 ) $ 434

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(In millions) North American LTL European Transportation Corporate (1)

8 unchanged sentences

Adjusted EBITDA $ 300 $ 44 $ ( 4 ) $ 340

Six Months Ended June 30, 2026

(In millions) North American LTL European Transportation Corporate (1)

Revenue $ 2,657 $ 1,794 $ — $ 4,451

Salaries, wages and employee benefits 1,331 470 8 1,809

Purchased transportation 70 817 — 887

Fuel, operating expenses and supplies 511 388 — 899

Operating taxes and licenses 33 10 — 43

Insurance and claims 43 32 — 75

(Gains) losses on sales of property and equipment ( 3 ) ( 5 ) — ( 8 )

Pension (income) expense ( 7 ) — — ( 7 )

Adjusted EBITDA $ 680 $ 81 $ ( 8 ) $ 753

Six Months Ended June 30, 2025

(In millions) North American LTL European Transportation Corporate (1)

Revenue $ 2,412 $ 1,622 $ — $ 4,034

Salaries, wages and employee benefits 1,259 436 8 1,703

Purchased transportation 69 757 — 826

Fuel, operating expenses and supplies 454 324 — 777

Operating taxes and licenses 33 7 — 40

Insurance and claims 49 26 — 75

(Gains) losses on sales of property and equipment 2 ( 5 ) — ( 3 )

Pension (income) expense ( 3 ) — — ( 3 )

Adjusted EBITDA $ 550 $ 76 $ ( 8 ) $ 618

(1) Primarily represents unallocated corporate costs.

The following table presents adjusted EBITDA by segment and provides a reconciliation to consolidated net income:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2026 2025 2026 2025

8 unchanged sentences

Depreciation and amortization expense 134 131 265 254

Pre-Con-way acquisition environmental

Legal matters (1)

— ( 2 ) — ( 13 )

Transaction and integration costs 2 3 4 6

3 unchanged sentences

The following table presents depreciation and amortization expense by segment:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2026 2025 2026 2025

4 unchanged sentences

Total $ 134 $ 131 $ 265 $ 254

As of March 31, 2026 and December 31, 2025, we held long-lived tangible assets outside of the U.S., including right of use assets, of $ 824 million and $ 844 million, respectively.

As of June 30, 2026 and December 31, 2025, we held long-lived tangible assets outside of the U.S., including right of use assets, of $ 843 million and $ 844 million, respectively.

Revenue Recognition

Our revenue disaggregated by geographic area based on sales office location was as follows:

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

(In millions) North American LTL European Transportation Total

5 unchanged sentences

Total $ 1,428 $ 927 $ 2,355

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(In millions) North American LTL European Transportation Total

5 unchanged sentences

Total $ 1,240 $ 841 $ 2,080

Six Months Ended June 30, 2026

(In millions) North American LTL European Transportation Total

United States $ 2,600 $ — $ 2,600

North America (excluding United States) 57 — 57

France — 706 706

United Kingdom — 632 632

Europe (excluding France and United Kingdom) — 456 456

Total $ 2,657 $ 1,794 $ 4,451

Six Months Ended June 30, 2025

(In millions) North American LTL European Transportation Total

United States $ 2,358 $ — $ 2,358

North America (excluding United States) 54 — 54

France — 650 650

United Kingdom — 539 539

Europe (excluding France and United Kingdom) — 433 433

Total $ 2,412 $ 1,622 $ 4,034

Restructuring Charges

2 unchanged sentences

Our restructuring-related activity was as follows:

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

(In millions) Reserve Balance

December 31, 2025 Charges Incurred Payments Reserve Balance

March 31, 2026

June 30, 2026

North American LTL $ 1 $ — $ ( 1 ) $ —

2 unchanged sentences

Total $ 11 $ 24 $ ( 23 ) $ 11

In addition to the severance charges noted in the table above, we recorded restructuring-related charges in our European Transportation segment and Corporate of $ 2 million and $ 1 million, respectively, during the first three months of 2026.

We expect that the majority of the cash outlays related to the severance charges incurred in the first three months of 2026 will be completed within 12 months.

In addition to the severance charges noted in the table above, we recorded restructuring-related charges in our European Transportation segment, North American LTL segment and Corporate of $ 6 million, $ 1 million and $ 1 million, respectively, during the first six months of 2026, which are primarily facility-related costs.

We expect that the majority of the cash outlays related to the severance charges incurred in the first six months of 2026 will be completed within 12 months.

Derivative Instruments

5 unchanged sentences

The fair value of our derivative instruments and the related notional amounts were as follows:

March 31, 2026

June 30, 2026

Derivative Assets Derivative Liabilities

17 unchanged sentences

Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)

Three Months Ended March 31,

Three Months Ended June 30,

(In millions) 2026 2025 2026 2025

4 unchanged sentences

Total $ 5 $ ( 59 ) $ 2 $ 3

Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)

Six Months Ended June 30,

(In millions) 2026 2025 2026 2025

Derivatives designated as cash flow hedges

Interest rate swaps $ 2 $ ( 1 ) $ — $ —

Derivatives designated as net investment hedges

Cross-currency swap agreements 17 ( 84 ) 5 5

Total $ 19 $ ( 85 ) $ 5 $ 5

Cross-Currency Swap Agreements

We enter into cross-currency swap agreements to manage the foreign currency exchange risk related to our international operations by effectively converting our fixed-rate USD-denominated debt, including the associated interest payments, to fixed-rate, euro (“EUR”)-denominated debt.

5 unchanged sentences

We apply the simplified method of assessing the effectiveness of our net investment hedging relationships.

Under this method, for each reporting period, the change in the fair value of the cross-currency swaps is initially recognized in Accumulated other comprehensive income (“AOCI”).

Under this method, for each reporting period, the change in the fair value of the cross-currency swaps is initially recognized in Accumulated other comprehensive income (loss) (“AOCI”).

The change in the fair value due to foreign exchange remains in AOCI and the initial component excluded from effectiveness testing will initially remain in AOCI and then will be reclassified from AOCI to Interest expense each period in a systematic manner.

4 unchanged sentences

Interest Rate Hedging

We execute short-term interest rate swaps to mitigate variability in forecasted interest payments on our Refinancing Term Loan Facilities (defined below).

We execute short-term interest rate swaps to mitigate variability in forecasted interest payments on our term loan facilities.

The interest rate swaps convert floating-rate interest payments into fixed rate interest payments.

3 unchanged sentences

Cash flows related to the interest rate swaps are included in Cash flows from operating activities on our Condensed Consolidated Statements of Cash Flows.

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(In millions) Principal Balance Carrying Value Principal Balance Carrying Value

Term loan facility $ 955 $ 949 $ 985 $ 978

Term loan A facility $ 500 $ 499 $ — $ —

Term loan B facility 385 383 985 978

6.25 % senior secured notes due 2028

6 unchanged sentences

300 233 300 230

Finance leases, asset financing and other 247 247 257 257

Finance leases and other debt 242 242 257 257

Total debt 3,292 3,206 3,407 3,313

3 unchanged sentences

(In millions) Fair Value Level 1 Level 2

March 31, 2026 $ 3,423 $ 2,220 $ 1,203

June 30, 2026 $ 3,345 $ 2,217 $ 1,128

December 31, 2025 3,499 2,254 1,246

We valued Level 1 debt using quoted prices in active markets and Level 2 debt using bid evaluation pricing models.

The fair value of the asset financing arrangements approximates carrying value as the debt is primarily issued at a floating rate, the debt may be prepaid at any time at par without penalty, and the remaining life of the debt is short-term in nature.

Revolving Credit Facility

2 unchanged sentences

The maturity date of the Revolving Credit Facility is April 30, 2030.

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.

As of March 31, 2026, we were in compliance with the Revolving Credit Facility’s financial covenants.

As of June 30, 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.

As of June 30, 2026, we were in compliance with the Revolving Credit Facility’s financial covenants.

Letters of Credit Facility

As of March 31, 2026, we have $ 132 million in aggregate face amount of letters of credit outstanding under our $ 200 million uncommitted secured evergreen letter of credit facility.

Term Loan Facility

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”).

The proceeds of the Refinancing Term Loan Facilities were used to refinance our existing term loans.

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

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.

As of June 30, 2026, we have $ 131 million in aggregate face amount of letters of credit outstanding under our $ 200 million uncommitted secured evergreen letter of credit facility.

Term Loan A Facility

In May 2026, we entered into a Senior Secured Term Loan A Credit Agreement (the “Term Loan A Credit Agreement”).

The agreement provides for a senior secured term loan A facility in an initial aggregate amount of $ 500 million, maturing on May 29, 2029 (the “Term Loan A Facility”).

Proceeds from the Term Loan A Facility were drawn in full on the closing date and, together with the proceeds from the 2026 Term Loan B Facility, defined below, were used to repay borrowings under the existing term loan B credit agreement.

The Term Loan A Facility bears 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, 0.25 % or, (ii) in the case of Term SOFR loans, 1.25 %, which, on or after September 30, 2026, shall be reduced by 0.125 % upon achievement of a leverage ratio defined in the Term Loan A Credit Agreement.

In the third year of the facility, the Term Loan A Facility is subject to amortization of principal, payable in quarterly installments, equal to 5 % of the original principal amount per annum, which may be reduced by prepayments.

Subject to customary exceptions, the Term Loan A Facility includes customary prepayment requirements, representations and warranties, events of default, reporting and other affirmative and negative covenants, including limitations on indebtedness, liens, investments, dividends, repayments of junior financings and asset sales, and is secured by a lien on substantially all of our assets and the assets of our guarantors.

Certain covenants under the Term Loan A Credit Agreement will terminate or be amended, and all guarantees and liens securing the facility will be released, upon the Company’s achievement of investment grade ratings from at least two rating agencies.

As of June 30, 2026, we were in compliance with the Term Loan A Facility’s financial covenants.

The interest rate on our Term Loan A Facility was approximately 4.87 % as of June 30, 2026.

Term Loan B Facility

In May 2026, we amended our Senior Secured Term Loan Credit Agreement (“Amended Term Loan B Credit Agreement”).

Pursuant to the amendment, the lenders provided the Company a new tranche of Term B-4 loans in an initial aggregate principal amount of $ 385 million, maturing on February 1, 2031 (the “2026 Term Loan B Facility”).

The proceeds from the 2026 Term Loan B Facility, together with the proceeds from the Term Loan A Facility, were used to repay $ 885 million of outstanding principal, representing all outstanding indebtedness under our existing term loan B credit agreement.

During the first half of 2026, prior to the refinancing, we used cash on hand to repay $ 100 million of outstanding principal under the existing term loan B credit agreement.

We recorded a debt extinguishment loss of $ 5 million during the six months ended June 30, 2026, primarily related to the refinancing, and a debt extinguishment loss of $ 5 million during the six months ended June 30, 2025 related to the refinancing of our term loans in February 2025.

The 2026 Term Loan B Facility bears interest at a rate per annum equal to, at the Company’s option, either ABR or Term SOFR plus (i) in the case of ABR loans, 0.50 % or, (ii) in the case of Term SOFR loans, 1.50 %, which, after November 29, 2026, shall be reduced by 0.125 % upon achievement of a leverage ratio defined in the Amended Term Loan B Credit Agreement.

The 2026 Term Loan B Facility includes customary prepayment requirements, representations and warranties, events of default, reporting and other affirmative and negative covenants, including limitations on indebtedness, liens, investments, dividends, repayments of junior financings and asset sales, subject to customary exceptions.

In July 2026, we used cash on hand to repay $ 100 million of outstanding principal under the 2026 Term Loan B Facility, which was classified within Short-term borrowings and current maturities of long-term debt as of June 30, 2026.

The debt extinguishment loss recorded in connection with the repayment was not material.

Including the July repayment, we used cash on hand to repay $ 200 million of outstanding principal under our term loans on a cumulative basis year to date.

The interest rate on our 2026 Term Loan B Facility was approximately 5.12 % as of June 30, 2026.

Stockholders ’ Equity

6 unchanged sentences

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

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.

In the second quarter of 2026, we repurchased 341 thousand shares of common stock with an aggregate value of $ 70 million at an average price of $ 205.22 per share.

In the first six months of 2026, we repurchased 497 thousand shares of common stock with an aggregate value of $ 100 million at an average price of $ 201.13 per share.

The share repurchases were funded by cash on hand.

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.

In the second quarter and first six months of 2025, we repurchased 83 thousand shares of common stock with an aggregate value of $ 10 million at an average price of $ 120.41 per share.

As of June 30, 2026, our remaining share repurchase authorization was $ 525 million, reflecting $ 225 million of cumulative repurchases to date under the program.

Earnings per Share

The computations of basic and diluted earnings per share were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions, except per share data) 2026 2025 2026 2025

41 unchanged sentences

The trial addressing legal and factual issues relating to the allocation of defense and indemnity costs among the applicable insurance policies took place during the first half of 2025 and final hearings on allocation and potential application of prejudgment interest took place in October 2025 and early February 2026, respectively.

A hearing on the final judgment is presently scheduled to occur in May 2026.

While the court has not entered a final judgment, we revised our estimate for our share of the liability associated with this matter and recognized a charge of approximately $ 35 million in the third quarter of 2025.

The additional charge we recognized includes an allocation of defense and indemnity costs already incurred by Allianz as well as an estimate of future allocated defense and indemnity costs.

A hearing on the final judgment occurred in May 2026, and the court entered its final judgment.

In the third quarter of 2025, in anticipation of a final judgment, we revised our estimate for our share of the liability associated with this matter and recognized a charge of approximately $ 35 million, which included an allocation of defense and indemnity costs already incurred by Allianz as well as an estimate of future allocated defense and indemnity costs.

The final judgment entered was in alignment with the amount accrued and the expected allocation of defense and indemnity costs already incurred by Allianz.

The final judgment is now subject to appeal by Allianz as well as multiple defendants, with Notice of Appeal submitted in June 2026.

No appellate schedule, including briefing schedule, has yet been established, nor have the portions of the final judgment which are subject to the appeals been identified.

This matter is solely related to a legacy Con-way truck manufacturing business and is unrelated to our current Less-than-Truckload operations.

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 1. Financial Statements