KNX 10-K & 10-Q changes, risk factors and insider trading
Knight-Swift Transportation Holdings Inc. · NYSE · Trucking (No Local) · CIK 1492691 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
Although we do not have any direct operationssee in full comparisoninoutsideRussia, Belarus, Ukraine,of theMiddleUSEast,andChina, or Taiwan,Mexico, we may be affected by the broader consequences ofsuchglobalconflicts or their expansion to other areas or countries or similar conflicts elsewhere,conflicts, such as increased inflation, supply chain issues, including shortages of new revenue equipment, access to parts for our revenue equipment, embargoes, tariffs, import or export controls, geopolitical shift, access to or increased prices for diesel fuel, higher energy prices, potential retaliatory action by foreign governments, including cyber-attacks, and the extent of an armed conflict’s effect on the global economy. The magnitude of these risks cannot be predicted, including the extent to which the conflict may heighten other risks disclosed herein. Ultimately, these or other factors could materially and adversely affect our results of operations.
see in full comparisonRecently,Since April 2025, new, substantial tariffs have been imposed on imports to theTrumpUnitedadministration has stated its intention to impose new or increased tariff rates on imported goods from a number of countries, including China, Canada, Mexico, and the E.U.States. The imposition of additionaltariffstariffs, import orquotasexport controls, or changes to certain trade agreements, or retaliatory trade policies could, among other things, increase the costs of the materials used by our suppliers to produce new revenue equipment, limit the availability of new revenue equipment, or increase the price of fuel. Such cost increases for our revenue equipment suppliers would likely be passed on to us, and to the extent fuel prices increase, we may not be able to fully recover such increases through rate increases or our fuel surcharge program, either of which could have an adverse effect on our business.
“Additionally, a portion of the freight we deliver is imported to the U.S. through ports of call where workers are represented by labor unions. Ports have long been the primary gateways for cargo coming into and leaving the U.S. and have a long history of labor and other port disputes, protracted collective bargaining, and contract negotiations which, in the past, have involved closures, as well as threats of a strike that would have disrupted domestic supply chains. There can be no guarantee that work stoppages or further disruptions at ports will not occur.”see in full comparison
We have goodwill and indefinite-lived intangible assets on our balance sheet, which have increasedsee in full comparisonsincedue to ourU.S.historyXpress and DHEof acquisitions. Given ourhistory of acquisitions andgrowth objectives, which may include future acquisitions, our goodwill and intangible assets could grow. We periodically evaluate our goodwill and indefinite-lived intangible assets for impairment. In 2025 we recognized impairments in tradenames of $28.8 million associated with the rebranding of the MME and DHE brands of our LTL business under the AAA Cooper brand. Additionally, in 2025 we recognized impairments of $43.0 million associated with the decision to cease the operations of our Abilene truckload brand and combine the operations into our Swift business, much of which was related to goodwill and other intangible assets. We could recognize other impairments in the future, and we may never realize the full value of our intangible assets. If these events occur, our profitability and financial condition will suffer.
Oursee in full comparisonimplementationreporting onESGenvironmental and societal matters present numerous operational, financial, legal, reputational and other risks, many of which are outside of our control, and all of which could have a material negative impact on our business. Companies have recently faced attention from stakeholders relating toESGenvironmental and societal matters, including environmentalstewardship,stewardship and socialresponsibility, and diversity and inclusion.responsibility. Failure to satisfy our stakeholders with regard toESGenvironmental and societal matters could negatively impact our reputation, our ability to attract or retain employees, and our attractiveness as an investment and business partner. Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach toESGenvironmental and societal matters. Such ratings are used by some investors to inform their investment and voting decisions. UnfavorableESGenvironmental and societal ratings may lead to negative investor sentiment toward the Company, which could have a negative impact on our stock price. Further,thestandardsTrumpforadministration'strackinginitiativesandsurroundingreportingESGenvironmental and societal matters continue to evolve, and our reporting maybenotinconsistent withmatch stakeholderpositions on ESG matters, and we may experience conflicts between actual or proposed governmental regulations and stakeholder expectations, which could negatively impact investor sentiment or expose us to government investigation or enforcement actions.expectations.
In addition, the adoption of artificial intelligence ("AI") and other emerging technologies may become significant to operating results in the future, including in areas such as brokerage, dispatch, routing, pickup and delivery appointments, and other areas where automation is possible. While AI and other technologies may offer substantial benefits, they may also introduce additional risk, including those relating to errors or inaccuracies in work product developed through the use of AI and privacy, intellectual property, and legal and regulatory risks. If we are unable to successfully implement and utilize such emerging technologies as effectively and as quickly as competitors, our results of operation may be negatively affected. Furthermore, the use of AI by bad actors may make cyberattacks more difficult to anticipate or detect, and we may be unable to implement adequate preventive or curative measures in the case of such an attack.see in full comparison
Full comparison: every changed paragraph (24)
We cannot predict future economic conditions, fuel price fluctuations, cost increases, revenue equipment resale values, or how consumer confidence, macroeconomic conditions, or production capabilities, could be affected by armed conflicts or terrorist attacks, government efforts to combat terrorism, military action against or from a foreign state or group located in a foreign state, or heightened security requirements. Enhanced security measures in connection with such events could impair our operating efficiency and productivity and result in higher operating costs. In addition, the Trumpimposition administration has stated its intention to imposeof new or increased tariff rates on imported goods from a number of countries, including China, Canada, Mexico,tariffs and the EU. Suchother trade policies and tariff implementations,restrictions, and any related retaliatory trade policies and tariff implementations by foreign governmentgovernments may result in decreased shipping volumes, increased equipment and fuel costs, and could have an adverse impact on our revenues and results of operations.
Tractor and trailer vendors may reduce their manufacturing output in response to lower demand for their products in economic downturns or shortages of component parts. Lower output from manufacturers could have a materially adverse effect on our ability to purchase or take possession of a quantity of new revenue equipment that is sufficient to sustain our desired growth rate and to maintain a late-model fleet. Tractor and trailer manufacturers have experienced periodic shortages of certain components and supplies,supplies particularlyin duringrecent the COVID-19 pandemic,years, including semiconductor chips, forcing some manufacturers to curtail or suspend their production, which led to a lower supply of tractors and trailers and higher prices. An inability to obtain an adequate supply of new tractors or trailers could have a material adverse effect on our business, financial condition, and results of operations, particularly our maintenance expense, the length of our trade cycle, and driver retention.
Although we do not have any direct operations inoutside Russia, Belarus, Ukraine,of the MiddleUS East,and China, or Taiwan,Mexico, we may be affected by the broader consequences of suchglobal conflicts or their expansion to other areas or countries or similar conflicts elsewhere,conflicts, such as increased inflation, supply chain issues, including shortages of new revenue equipment, access to parts for our revenue equipment, embargoes, tariffs, import or export controls, geopolitical shift, access to or increased prices for diesel fuel, higher energy prices, potential retaliatory action by foreign governments, including cyber-attacks, and the extent of an armed conflict’s effect on the global economy. The magnitude of these risks cannot be predicted, including the extent to which the conflict may heighten other risks disclosed herein. Ultimately, these or other factors could materially and adversely affect our results of operations.
•changes in trade agreements, US-Mexico trade relations, or the imposition of additional tariffs on imports from Mexico and related retaliatory tariffs that may be imposed by the Mexican government;
Historically, acquisitions have been a part of our growth strategy. There is no assurance that we will be successful in identifying, negotiating, or consummating any future acquisitions. If we do not make any future acquisitions, our growth rate could be materially and adversely affected. Any future acquisitions we undertake could involve issuing dilutive equity securities or incurring indebtedness, the terms of which may be less favorable to us than anticipated. In addition, acquisitions (including our recent acquisition of U.S. Xpress and DHE) involve numerous risks, any of which could have a materially adverse effect on our business and results of operations, including:
We insure certain affiliated risks through our captive insurance company, Mohave,companies and through our risk retention group, Red Rock.groups. Additionally, Mohave providesprovided reinsurance to third-party insurance companies who provide insurance coverage for independent contractors, as well as affiliated carriers through the first quarter of 2024. BasedHowever, based on results of operations of this business, including the continued unfavorable development of insurance reserves, the Company ceased all third-party insurance operations and canceled any remaining policies as of March 31, 2024.
RedOur Rockrisk insuresretention groups insure a share of our automobile liability risk. The insurance and reinsurance markets are subject to market pressures. Our captive insurance companies' access to the reinsurance markets may be restricted or involve the retention of additional risk, which could expose us to volatility in claims expenses.
Difficulty in attracting and retaining sufficient numbers of qualified driving associates, independent contractors, and third-party capacity providers could have a materially adverse effect on our growth and profitability. The truckload and LTL transportation industries are subject to a shortage of qualified driving associates. Such shortage is exacerbated during periods of economic expansion, in which there may be alternative employment opportunities, or during periods of economic downturns, in which unemployment benefits might be extended and financing is limited for independent contractors who seek to purchase equipment or for students who seek financial aid for driving school. Furthermore, increased scrutiny of accreditation of driving schools and limitations on capacity at driving schools mayresulting be limited byfrom future outbreaks of contagious diseases and any governmental imposed lockdown or other attempts to reduce the spread of such an outbreakoutbreak, may reduce the pool of potential drivers available to us. Regulatory requirements could further reduce the number of eligible driving associates.associates, including the DOT guidelines issued in 2025 strengthening enforcement of the FMCSA’s longstanding English-language proficiency requirements for commercial drivers. Further, the FMCSA issued an interim rule in 2025 revising the requirements for the issuance or renewal of CDLs to non-domiciled persons and restricting the issuance or renewal of a CDL for non-domiciled persons without a lawful immigration status or legitimate employment-based reason to hold a CDL. While the interim rule has been challenged and enforcement has been temporarily stayed by a federal appeals court while it reviews the legality of the interim rule, it remains uncertain whether there will be further changes to the interim rule in response to such challenges or whether it will go into effect as originally issued. We believe our employee screening process, which includes background checks and hair follicle drug testing, is more rigorous than generally employed in our industry and has decreased the pool of qualified applicants available to us. Our inability to engage a sufficient number of driving associates and independent contractors may negatively affect our operations.
In addition, the adoption of artificial intelligence ("AI") and other emerging technologies may become significant to operating results in the future, including in areas such as brokerage, dispatch, routing, pickup and delivery appointments, and other areas where automation is possible. While AI and other technologies may offer substantial benefits, they may also introduce additional risk, including those relating to errors or inaccuracies in work product developed through the use of AI and privacy, intellectual property, and legal and regulatory risks. If we are unable to successfully implement and utilize such emerging technologies as effectively and as quickly as competitors, our results of operation may be negatively affected. Furthermore, the use of AI by bad actors may make cyberattacks more difficult to anticipate or detect, and we may be unable to implement adequate preventive or curative measures in the case of such an attack.
We face a wide variety of risks related to public health crises, epidemics, pandemics or similar events, such as COVID-19.events. If a new health epidemic or outbreak were to occur, we could experience broad and varied impacts similar to the impact of COVID-19,impacts, including adverse impacts to our workforce, our operations, and financial impacts, such as increased costs, tightening of credit markets, market volatility, equipment shortages, and a weakened freight environment. If any of these were to occur, our operations, financial condition, liquidity, results of operations, and cash flows could be adversely impacted.
We, our drivers, and our equipment are regulated by various federal and state agencies in the states, provinces, and countries in which we operate. Future laws and regulations or changes to existing laws and regulations may be more stringent, require changes in our operating practices, influence the demand for transportation services, or require us to incur significant additional costs, or change the balance of supply and demand in the freight market, including an increase in supply if driver requirements are softened, which could materially adversely affect our business, financial condition, and results of operations.
In addition, tractors and trailers used in our full truckload and LTL operations are affected by laws and regulations related to air emissions and fuel efficiency. Governmental agencies continue to enact more stringentrevise laws and regulations toregarding reducegreenhouse enginegases and emissions. TheseWhen these laws and regulations arehave applicablegenerally tobecome enginesmore usedstringent, in our revenue equipment. Wewe have incurred and continue to incur costsincreased relatedcompliance costs. More recently, the EPA proposed to repeal certain federal regulations regarding greenhouse gases and emissions, which could lead to more states enacting similar laws, resulting in a patchwork of emission regulations, which may increase our compliance costs. Legal challenges to the implementationrepeal or enactment of these more rigoroussuch laws and regulations.regulations at both the federal and state level could lead to uncertainty regarding our compliance which may negatively affect our results of operations. Additionally, in certain locations governments have banned or may in the future ban internal combustion engines for some types of vehicles. To the extent these bans affect our revenue equipment, we may be forced to incur substantial expense to retrofit existing engines or make capital expenditures to update our fleet. As a result, our business, results of operations, and financial condition could be negatively affected.
As theThe environmental laws and regulations to which we are subject have become more stringent, and may become further restrictive given concerns over climate change, wecausing mayus to experience increased costs related to compliance,compliance. andIf ifany future such laws and regulations take effect faster than we anticipate or are prepared for, we may experience difficulty complying. In addition, certain environmental laws and regulations may require us to disclose certain metrics or other data related to our operations that have historically been confidential, or impose additional environmental monitoring or reporting requirements. Failure to comply with these laws and regulations may result in fines or penalties, a decrease in productivity, and other constraints that could impair our financial and operational position and have a negative impact on our stock price and reputation. "Environmental Regulation" in Part I, Item 1 of this Annual Report, provides a discussion of the environmental laws and regulations applicable to our business and operations.
Developments in labor and employment law and any unionizing efforts by employees or employees of related businesses could have a materially adverse effect on our results of operations.
Additionally, a portion of the freight we deliver is imported to the U.S. through ports of call where workers are represented by labor unions. Ports have long been the primary gateways for cargo coming into and leaving the U.S. and have a long history of labor and other port disputes, protracted collective bargaining, and contract negotiations which, in the past, have involved closures, as well as threats of a strike that would have disrupted domestic supply chains. There can be no guarantee that work stoppages or further disruptions at ports will not occur.
The nature of our business exposes us to the potential for various claims and litigation, including class-action litigation and other legal proceedings related to personal injury, labor and employment, property damage, cargo claims, safety and contract compliance, environmental liability, and other matters, and we have been subject to litigation regarding these matters in the past. The number and severity of litigation claims may be worsened by various factors, including, among others, weather and distracted driving by both truck drivers and other motorists. These legal proceedings have resulted, and may result in the future, in the payment of substantial settlements or damages and increases in our insurance costs.
These legal proceedings have resulted, and may result in the future, in the payment of substantial settlements or damages and increases in our insurance costs.
The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. We establish reserves based on our assessment of known legal matters and contingencies. New legal claims, or subsequent developments related to known claims, may affect our assessment and estimates of our recorded legal reserves and may require us to make payments in excess of our reserves. The cost to defend litigation may also be significant. Because of the potential expenses and uncertainties associated with litigation, we may from time to time settle disputes, even where we believe we have a meritorious position. Further, not all claims are covered by our insurance, and there can be no assurance that our coverage limits will be adequate to cover all amounts in dispute. Additionally, our premiums for certain insurance layers are subject to upward adjustment based on claims experience. To the extent we experience claims that are uninsured, exceed our coverage limits, involve significant aggregate use of our self-insured retention amounts, or cause increases in future premiums, the resulting expenses could have a materially adverse effect on our business, results of operations, financial condition, or cash flows, and our involvement in legal proceedings could negatively impact our business reputation and our relationship with our customers, suppliers, employees, and stockholders.
Changes to trade regulation, export controls, quotas, duties or tariffs, caused by the changing US and geopolitical environments or otherwise, may increase our costs and adversely affect our business.
Recently,Since April 2025, new, substantial tariffs have been imposed on imports to the TrumpUnited administration has stated its intention to impose new or increased tariff rates on imported goods from a number of countries, including China, Canada, Mexico, and the E.U.States. The imposition of additional tariffstariffs, import or quotasexport controls, or changes to certain trade agreements, or retaliatory trade policies could, among other things, increase the costs of the materials used by our suppliers to produce new revenue equipment, limit the availability of new revenue equipment, or increase the price of fuel. Such cost increases for our revenue equipment suppliers would likely be passed on to us, and to the extent fuel prices increase, we may not be able to fully recover such increases through rate increases or our fuel surcharge program, either of which could have an adverse effect on our business.
Increasing attention on environmental, social,environmental and governance (ESG)societal matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks.
Our implementation reporting on ESGenvironmental and societal matters present numerous operational, financial, legal, reputational and other risks, many of which are outside of our control, and all of which could have a material negative impact on our business. Companies have recently faced attention from stakeholders relating to ESGenvironmental and societal matters, including environmental stewardship,stewardship and social responsibility, and diversity and inclusion.responsibility. Failure to satisfy our stakeholders with regard to ESGenvironmental and societal matters could negatively impact our reputation, our ability to attract or retain employees, and our attractiveness as an investment and business partner. Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESGenvironmental and societal matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESGenvironmental and societal ratings may lead to negative investor sentiment toward the Company, which could have a negative impact on our stock price. Further, thestandards Trumpfor administration'stracking initiativesand surroundingreporting ESGenvironmental and societal matters continue to evolve, and our reporting may benot inconsistent withmatch stakeholder positions on ESG matters, and we may experience conflicts between actual or proposed governmental regulations and stakeholder expectations, which could negatively impact investor sentiment or expose us to government investigation or enforcement actions.expectations.
We have goodwill and indefinite-lived intangible assets on our balance sheet, which have increased sincedue to our U.S.history Xpress and DHEof acquisitions. Given our history of acquisitions and growth objectives, which may include future acquisitions, our goodwill and intangible assets could grow. We periodically evaluate our goodwill and indefinite-lived intangible assets for impairment. In 2025 we recognized impairments in tradenames of $28.8 million associated with the rebranding of the MME and DHE brands of our LTL business under the AAA Cooper brand. Additionally, in 2025 we recognized impairments of $43.0 million associated with the decision to cease the operations of our Abilene truckload brand and combine the operations into our Swift business, much of which was related to goodwill and other intangible assets. We could recognize other impairments in the future, and we may never realize the full value of our intangible assets. If these events occur, our profitability and financial condition will suffer.
Our effective tax rate may be adversely impacted by changes in tax laws in jurisdictions where we operate. The OBBBA was signed into law in 2025. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation and the business interest expense limitation. Although we do not expect the OBBBA to have a negative effect on our financial position, results of operations, and cash flows, until certain regulations are promulgated, we may not know the full extent of the OBBBA’s effects on our financial results and financial position. Additionally, President Trump has indicated a desire to potentially amend the federal tax laws.laws further. Until any changes are passed into law we will not know if such changes, if any, will have a materially adverse effect on our financial results and financial position. At December 31, 2024,2025, the Company has a deferred tax liability of $919.8$904.1 million. The amount of deferred tax liability is determined by using the enacted tax rates in effect for the year in which differences between the financial statement and tax basis of assets and liabilities are expected to reverse. Our net current tax liability has been determined based on the currently enacted rate of 21%. If the current rate were to change due to legislation, it would have an immediate revaluation of our deferred tax assets and liabilities in the year of enactment.
Management's Discussion & Analysis (MD&A)
Largest changes
“•Fourth quarter 2025 impairments reflects the non-cash impairments of goodwill and intangible assets associated with Abilene as a result of the decision to cease its operations and combine it into our Swift business and certain revenue equipment as well as owned and lease real property (within the Truckload Segment). …”see in full comparison
“2025 Compared to 2024 — In 2025, we incurred impairment charges related to goodwill and intangible assets associated with Abilene as a result of the decision to cease its operations and combine it into our Swift business, tradenames associated with the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand (within the LTL segment), certain discontinued software projects (within the Intermodal Segment), and certain revenue equipment as well as owned and lease real property (within the Truckload Segment).”see in full comparison
Knight-Swift evaluated its goodwill associated with the 2017 Merger and various acquisitions as of June 30,see in full comparison20242025 and2023.2024. The evaluations were completed using fair value measurement guidance prescribed in ASC 350, Intangibles – Goodwill and Other. The fair value of the goodwill was established using an equal weighting of both the income and market approaches. In evaluating this quantitative analysis, the Company determined that it was more likely than not that fair value exceeded carrying value for the Company's reporting units as of June 30,20242025 and2023.2024. Separate and apart from the Company's annual test of goodwill, the Company's decision to cease the operations of Abilene and combine it into its Swift business was identified as a potential indicator of impairment. Upon further analysis, the Company determined that as result of this decision the fair value of goodwill associated with Abilene would be zero. As a result, the Company recorded a non-cash impairment of $27.4 million related to Abilene's goodwill.
“•Contributor — $21.1 million decrease in operating income within our Truckload segment, primarily due to $52.9 million in non-cash impairments of goodwill and intangible assets associated with Abilene as a result of the decision to cease its separate operations and combine it into our Swift business and certain revenue equipment as well as owned and lease real property. This was partially offset by a 3.3% increase in our average revenue per tractor.”see in full comparison
“We ended 2024 with $1.1 billion in unrestricted cash and cash equivalents and available liquidity and $7.1 billion of stockholders' equity. The face value of our debt, net of unrestricted cash ("Net Debt") was $2.7 billion at the end of 2024. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants. See discussion under "Liquidity and Capital Resources" for additional information.”see in full comparison
“We ended 2025 with $1.1 billion in unrestricted cash and cash equivalents and available liquidity and $7.1 billion of stockholders' equity. The face value of our debt, net of unrestricted cash ("Net Debt") was $2.1 billion at the end of 2025. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants. See discussion under "Liquidity and Capital Resources" for additional information.”see in full comparison
Full comparison: every changed paragraph (106)
•Truckload — 96.7%97.0% operating ratio during 2024,2025, with a 9.4%2.8% increasedecrease in revenue, excluding fuel surcharge and intersegment transactions, compared to 2023.2024.
•Logistics — 95.9%96.0% operating ratio during 2024.2025. LoadRevenue countper reducedload increased by 11.1%,4.7%, leading to a 1.3%0.1% decreaseincrease in revenue, excluding intersegment transactions.
•Intermodal — 102.4%102.1% operating ratio during 2024.2025. Load count improveddecreased 6.7%, partially offset by 3.5%,a leading1.0% toimprovement in revenue per load resulting in a 10.0%19.2% decrease in operating loss.
•All Other Segments — Operating income was $14.4 million during 2025 as compared an operating loss improved 76.5% toof $26.2 million during 2024 compared to $111.6 million in 2023,2024, which was largely as a result of winding down our third-party insurance program, ultimately ceasing operations at the end of the first quarter of 2024.
•Liquidity and Capital — During 2025, we generated $1.3 billion in operating cash flows. Our Free Cash Flow1 was $763.2 million. Note that operating cash flows for 2025 were increased by $478.2 million in sales proceeds funded under the new accounts receivable securitization program upon its closing on December 31, 2025, as further discussed below. From a financing perspective, during 2025 we paid down $380 million of outstanding term loan balances, $147.5 million in finance lease liabilities, and $161.6 million on operating lease liabilities. Additionally, we had $65.2 million of net borrowings on our 2025 Revolver and prior accounts receivable securitization after giving effect for the $478.2 million payoff and termination of the prior accounts receivable securitization agreement on December 31, 2025, as discussed below.
•Liquidity and Capital — During 2024, we generated $799.1 million in operating cash flows. Our Free Cash Flow1 was $233.8 million. We paid down $140.2 million in long-term debt, $134.8 million in finance lease liabilities, and $175.9 million on our operating lease liabilities. We obtained financing of $150.0 million in new long-term debt and $165.0 million from net borrowings on our revolving lines of credit. In 2024, we issued $104.2 million in dividends to our stockholders. Gain on sale of property and equipment decreased to $34.4 million in 2024, compared to $64.7 million in 2023.
We ended 2024 with $1.1 billion in unrestricted cash and cash equivalents and available liquidity and $7.1 billion of stockholders' equity. The face value of our debt, net of unrestricted cash ("Net Debt") was $2.7 billion at the end of 2024. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants. See discussion under "Liquidity and Capital Resources" for additional information.
On December 31, 2025, the Company entered into a new $575 million accounts receivable securitization facility via the Receivables Purchase Agreement (the "2025 RPA"), replacing the Company's previous $575 million securitization facility first entered into in 2013, as amended and restated through October 2025 (the "2025 RSA"). Replacing the 2025 RSA, which was treated as a financing secured by receivables, with the 2025 RPA, which is treated as a sale of receivables, has the effect of removing the subject receivables and the former secured borrowing from the Company's balance sheet beginning December 31, 2025 and is expected to reduce expenses on a go-forward basis. Note that the payoff and termination of the prior debt facility with the sales proceeds under the new sales arrangement on December 31, 2025 had the effect of increasing operating cash flow for 2025 by the amount of the $478.2 million proceeds at closing, while the payoff of the prior debt facility is a cash outflow for financing activities and reduces the net borrowings from working capital facilities for 2025 by the same amount. Going forward, we would expect less pronounced impacts to the cash flow statement from this program as ongoing changes in the size of the pool of receivables in the ordinary course of business are expected to be less than the initial proceeds funded at closing for the outstanding pool of receivables.
We ended 2025 with $1.1 billion in unrestricted cash and cash equivalents and available liquidity and $7.1 billion of stockholders' equity. The face value of our debt, net of unrestricted cash ("Net Debt") was $2.1 billion at the end of 2025. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants. See discussion under "Liquidity and Capital Resources" for additional information.
3Note that average trailers includes 8,9859,671 and 8,7248,769 trailers within our All Other Segment as of December 31, 20242025 and 2023,2024, respectively. Our trailer fleet within the Truckload segment had a weighted average age of 9.49.7 years and 8.99.4 years as of December 31, 20242025 and 2023,2024, respectively. Starting with the fourth quarter of 2025, the Company is excluding its chassis trailers from its average trailer calculation. Prior period information has been recast for comparability.
4Our LTL tractor fleet had a weighted average age of 4.23.8 years and 4.44.2 years as of December 31, 20242025 and 2023,2024, respectively, and includes 619663 and 611619 tractors from ACT's and MME's dedicated and other businesses for 20242025 and 2023,2024, respectively.
5Our LTL trailer fleet had a weighted average age of 8.48.2 years and 8.68.4 years as of December 31, 20242025 and 2023,2024, respectively, and includes 8761,129 and 723876 trailers from ACT's and MME's dedicated and other businesses for 20242025 and 2023,2024, respectively.
•Contributor — $21.1 million decrease in operating income within our Truckload segment, primarily due to $52.9 million in non-cash impairments of goodwill and intangible assets associated with Abilene as a result of the decision to cease its separate operations and combine it into our Swift business and certain revenue equipment as well as owned and lease real property. This was partially offset by a 3.3% increase in our average revenue per tractor.
•Contributor — $129.6 million decrease in operating income within our Truckload segment, primarily due to a 7.6% decrease in average revenue per tractor, which includes the results of U.S. Xpress. Excluding U.S. Xpress, revenue, excluding fuel surcharge, per tractor increased 1.6% year-over-year.
•Contributor — $31.5$48.4 million decrease in operating income from our LTL segment asis primarily due to a result$28.8 million non-cash impairments of tradenames associated with the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand, increased costs related to expanding our LTL service areaarea, and a 4.1%1.2% decrease in weight per shipment.
•Contributor — $20.1 million decrease in operating income within our Logistics segment driven by a 11.1% decrease in load count.
•Contributor — $49.1 million increase in net interest expense primarily due to an increase in interest rates and increase in outstanding borrowings.
•Offset — $85.4 million decrease in operating loss within our All Other Segments, largely as a result of exiting the third-party insurance business at the end of the first quarter of 2024.
•OffsetContributor — $22.6$30.1 million increasedecrease in "Other income (expenses), net," primarily driven by a mark-to-market adjustment in 2024 related to certain purchase price obligations associated with the acquisition of U.S. Xpress.
•Offset — $21.8 million decrease in consolidated income tax expense, primarily due to a decrease in income before income taxes. This resulted in a 2024 effective tax rate of 22.1% and a 2023 effective tax rate of 20.3%.
•OffsetContributor — $1.0$0.3 million decrease in operating lossincome within our IntermodalLogistics segment driven by a 3.5%4.6% decrease in load count, partially offset by a 4.7% increase in loadrevenue count.per load.
•Offset — $40.6 million increase in operating income within our All Other Segments, largely as a result of exiting the third-party insurance business at the end of the first quarter of 2024.
•Offset — $3.7 million decrease in net interest expense primarily due to a decrease in interest rates, partially offset by higher average borrowings.
•Offset — $3.2 million decrease in consolidated income tax expense, primarily due to a decrease in income before income taxes. This resulted in a 2025 effective tax rate of 31.2% and a 2024 effective tax rate of 22.1%.
•Offset — $1.8 million decrease in operating loss within our Intermodal segment driven by a 1.0% increase in revenue per load.
•Our LTL business, which was initially established in 2021 through the ACT Acquisition and later the MME and DHE acquisitions, provides our customers with regional LTL transportation service through our growing network of approximately 170180 facilities and a door count of approximately 6,060.6,690. Our LTL segment operates approximately 3,6004,200 tractors and approximately 9,60011,100 trailers, including equipment used for ACT's and MME's dedicated and other businesses. The LTL segment also provides national coverage to our customers by utilizing partner carriers for areas outside of our direct network.
4Average trailers includes 8,9859,671 and 8,7248,769 trailers from our All Other Segments for 20242025 and 2023,2024, respectively. Starting with the fourth quarter of 2025, the Company is excluding its chassis trailers from its average trailer calculation. Prior period information has been recast for comparability.
20242025 Compared to 20232024 — Our Truckload segment revenue, excluding fuel surcharge and intersegment transactions, increaseddecreased 9.4 %2.8% year-over-year, driven by a 13.6%3.4% increasedecrease in loaded miles. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, declinedimproved 3.8%0.7% year-over-year. The 20242025 Adjusted Operating Ratio increasedimproved 34080 basis points year-over-year to 95.6%.94.8%. We are encouraged with the progress at U.S. Xpress, as this business continues to close the gap on margin performance with our legacy brands. We believe U.S. Xpress is positioned to make further progress in an improving market.
During the fourth quarter, we made the decision to combine the Abilene trucking operations into our Swift business to improve efficiency and enhance productivity. We continue to make tangible progress improving our cost structure and implementing technology-driven initiatives to offset inflationary pressures and which we believe will position our business to generate meaningful returns as market conditions recover.
We believe our extensive trailer fleet, which has grown to approximately 93,000 trailers as of the end of 2024, positions us to provide valuable capacity, flexibility, and efficiency to our customers through our Truckload and Logistics segments. We are focused on disciplined pricing and capacity commitments that we expect will position our business to continue to respond as market conditions improve.
During 2025, we decided to adopt the strong and historically significant AAA Cooper brand across our entire LTL business, effective as of January 1, 2026. The consolidated branding recognizes that we are already one business, operating seamlessly on one system through one network to present a cohesive solution to our customers, while simplifying administration and communication.
3Includes 619663 and 611619 tractors from ACT's and MME's dedicated and other businesses for 20242025 and 2023,2024, respectively.
4Includes 8761,129 and 723876 trailers from ACT's and MME's dedicated and other businesses for 20242025 and 2023,2024, respectively.
20242025 Compared to 20232024 — Our LTL segment grew revenue, excluding fuel surcharge, 16.2%20.6% as shipments per day increased 9.8%15.3% year-over-year, which includes the acquisition of DHE on July 30, 2024. Revenue per hundredweight, excluding fuel surcharge, increased 11.4%, while7.4%, revenue per shipment, excluding fuel surcharge, increased by 6.7%,6.2%, reflecting a 4.1% decrease inand weight per shipment.shipment decreased 1.2%. This segment produced a 90.1%93.2% Adjusted Operating Ratio in 2024,2025, whileand Adjusted Operating Income decreased 21.6%17.0% year-over-year primarily due to start-up costs and early-stage operations at our recently opened facilities and costs related to the system integration of DHE, which was completed during the fourth quarter of 2024.DHE.
During 2025, we opened 16 new service centers, four of which replaced larger sites, bringing our year-over-year growth in door count to 10.0% for 2025. As previously noted, we expect our pace of facility expansion will be slower in the near term and believe ongoing bid events with new and existing customers will provide further opportunities to grow shipment volume and improve efficiencies. Our near-term focus is to drive both revenue and margin expansion in the business through strong service, disciplined pricing, and cost efficiency. We continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.
During 2024, we opened 37 additional service centers and added 14 more facilities through the DHE Acquisition in the third quarter. Overall, our organic and inorganic expansion activities in 2024 added approximately 1,430 doors, representing over 30% growth in our door count from the beginning of the year. We believe this meaningfully impacts the reach of our service offering and ultimately will increase the density of our network. We believe the investments in our network during 2024 bring opportunities to service additional freight and customers, though the associated set-up costs and initial operational inefficiencies are near-term headwinds to improving margins. Our focus for 2025 will be to grow shipment volumes at these locations, particularly as they participate in the bid cycle, which we expect will help drive both revenue and margin expansion in the business. While we currently anticipate that our pace of facility additions will slow in 2025, we continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.
2025 Compared to 2024 — Logistics Adjusted Operating Ratio was 95.1%, with gross margin remaining flat at 17.5% in 2025, compared to 2024. Revenue increased 0.1% year-over-year, driven by a 4.7% increase in revenue per load and partially offset by a 4.6% decrease in load count.
2024 Compared to 2023 — Logistics Adjusted Operating Ratio was 95.1%, with a gross margin of 17.5% in 2024, compared to 18.7% in 2023. Logistics load count, excluding U.S. Xpress, declined by 26.3% year-over-year. With the inclusion of U.S. Xpress logistics volumes, load count declined by 11.1% year-over-year. Revenue per load increased by 9.9% year-over-year, but was offset by increased purchase transportation costs. We remain disciplined on price and diligent in carrier qualification to provide value to customers while maintaining profitability. We continue to leverage our power-only capabilities to complement our asset business, build a broader and more diversified freight portfolio, and to enhance the returns on our capital assets.
20242025 Compared to 20232024 — Intermodal operated with a 102.4%101.4% operatingAdjusted ratioOperating inRatio, 2024. While load count increased year-over-year by 3.5%,while total revenue decreased 5.7% year-over-year5.8% to $387.2$364.9 millionmillion. asThe drop in revenue was driven by the 6.7% decrease in load count partially offset by a 1.0% increase in revenue per load declined 8.9%, resulting from soft demand and competitive truck capacity.load.
We remain focused on delivering excellent service and driving appropriate returns through cost control, network balance, equipment utilization, and growing our load count with disciplined pricing.
We remain focused on growing our load count with disciplined pricing across a diverse group of customers, although we expect future results will be impacted by the cost of alternative truck capacity.
20242025 Compared to 20232024 — Revenue declinedincreased 42.3%7.9% year-over-year, largely as a result of winding down our third-party carrier insurance program in the first quarter of 2024. The $26.2 millionand operating lossincome withinincreased our$40.6 All Other Segments ismillion primarily driven by the intangible amortization during 2024. The operating loss within our Allwarehousing Otherbusiness Segmentsand improvedleasing businesses and reflects improvement from the prior year, which had included a $125.5$18.0 million operating loss for the third-party insurance business during 2023.business.
2025 Compared to 2024 — The increase in consolidated salaries, wages, and benefits is primarily due to a $129.5 million increase in LTL wages as a result of service center expansion, the DHE Acquisition, and labor to support increased shipment count from expansion efforts.
2024 Compared to 2023 — The increase in consolidated salaries, wages, and benefits includes a $263.6 million increase as a result of including U.S. Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S. Xpress Acquisition in July 2023 as well as an $87.0 million increase from LTL wages primarily due to the DHE Acquisition.
20242025 Compared to 20232024 — The decrease in consolidated fuel expense was primarily due to lower average weekly DOE fuel prices of $3.66 per gallon in 2025 compared to $3.76 per gallon in 20242024, comparedand toa $4.203.2% per gallondecrease in 2023,total mostlymiles driven by truckload company drivers, partially offset by thea 23.2% increase in fuelLTL expense as a result of including U.S. Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S. Xpress Acquisition in July 2023.miles.
Operations and maintenance expense remained relatively flat for 2025, as compared to 2024.
2024 Compared to 2023 — The increase in consolidated operations and maintenance expense includes a $57.5 million increase as a result of including U.S. Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S. Xpress Acquisition in July 2023 and a $10.0 million increase in maintenance primarily related to tractor and trailer tire expenses, excluding U.S. Xpress.
Insurance and claims expense consists of premiums for liability, physical damage, and cargo, and will vary based upon the frequency and severity of claims, our level of self-insurance, and premium expense. In recent years, insurance carriers have raised premiums for manytransportation businesses,companies includingbased upon significant verdicts and settlements against transportation companies. As a result, our insurance and claims expense could increase in the future, or we could raise our self-insured retention limits or reduce excess coverage limits when our policies are renewed or replaced. Insurance and claims expense also varies based on the number of miles driven by company driving associates and independent contractors, the frequency and severity of accidents, trends in development factors used in actuarial accruals, and developments in prior-year claims. In future periods, our higher self-insured retention limits and lower excess coverage limits may cause increased volatility in our consolidated insurance and claims expense.
In the first quarter of 2024, we exited our third-party insurance business, which offered insurance products to third-party carriers, earning premium revenues, which were partially offset by increased insurance reserves, and which exposed us to claims and inability to collect premiums. We ceased operating this business in the first quarter of 2024, which we expect will result in some reduction of volatility as we will no longer be exposed to new claims from the third-party insurance business.
20242025 Compared to 20232024 — Consolidated insurance and claims expense decreased primarily due to athe $259.7Company million decrease in insurance costs associated withexiting the third-party insurance business,business whichat wethe exitedend inof the first quarter of 2024. ThisAdditionally, the decrease was partiallydue offsetto bya an1.0% increase of $42.2 milliondecrease in insurancetotal andmiles claimsdriven expenseyear-over-year, improvements within our current year experience as a result of includinglower U.S.frequency Xpress'and fullseverity of claims, and positive development within certain prior year expense in 2024 compared to its partial year expense in 2023 following the U.S. Xpress Acquisition in July 2023.losses.
2025 Compared to 2024 — Operating taxes and licenses expenses increased by $7.6 million for 2025, as compared to the same periods last year, primarily as a result of expanding our LTL network.
2024 Compared to 2023 — The increase in consolidated operating taxes and licenses expense is primarily due to the inclusion of $7.5 million of operating taxes and licenses expense from including U.S Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S. Xpress Acquisition in July 2023.
2025 Compared to 2024 — Communications expense as a percentage of total revenue and revenue, excluding truckload and LTL fuel surcharge remained relatively flat for 2025, as compared to 2024.
2024 Compared to 2023 — The increase in consolidated communications expense is primarily due to the inclusion of $2.0 million of communications expense from including U.S. Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S. Xpress Acquisition in July 2023.
2025 Compared to 2024 — The decrease in consolidated depreciation and amortization is primarily due to the decrease in tractor and trailer counts in our Truckload segment, partially offset by an increase in equipment counts for our LTL segment.
2024 Compared to 2023 — The increase in consolidated depreciation and amortization of property and equipment includes a $65.7 million increase of expense as a result of including U.S. Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S. Xpress Acquisition in July 2023. This was partially offset by a decrease in tractor and trailer depreciation as a result of the decrease in the tractor and trailer counts for our legacy business, excluding U.S. Xpress.
20242025 Compared to 20232024 — The increase in consolidated amortization of intangibles for 20242025 is primarily attributed to the U.S. Xpress and DHE acquisitions.acquisition. See Note 4 in Part II, Item 8, of this Annual Report for more details regarding our acquisitions.
2025 Compared to 2024 — The decrease in consolidated rental expense is primarily related to U.S Xpress increasing its ratio of owned versus leased equipment. We anticipate that rental expense will decrease, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, a majority of our revenue equipment, terminal improvements, or terminal expansions in 2026.
2024 Compared to 2023 — The increase in consolidated rental expense is primarily related to the inclusion of $38.0 million from including U.S. Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S. Xpress Acquisition in July 2023. Additional increases relate to the incorporation of new facilities as we expand our LTL network and were partially offset by a decrease in the rental expense for revenue equipment.
20242025 Compared to 20232024 — The decrease in consolidated purchased transportation expense is primarily due to decreased load volume within our logistics businessand andintermodal businesses as well as lower miles driven by independent contractors,contractors partiallywithin offsetour byTruckload $152.2 million of additional purchased transportation expense from including U.S. Xpress' full year expense in 2024 compared to its partial year expense in 2023 following the U.S. Xpress Acquisition in July 2023.segment.
What changed in the latest 10-Q
Risk Factors
New heading “Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.”
New heading “We may not have the ability to raise the funds necessary to settle conversions of our 2031 Notes or to repurchase our 2031 Notes upon a fundamental change, and our 2025 Debt Agreement contains, and any future debt may also contain, limitations on our ability to pay cash upon conversion or repurchase of our 2031 Notes.”
New heading “The conditional conversion feature of our 2031 Notes, if triggered, may adversely affect our financial condition and operating results.”
New heading “Conversion of our 2031 Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.”
New heading “Changes in the accounting method for convertible debt securities that may be settled in cash, such as our 2031 Notes, could adversely affect our reported financial condition and results.”
New heading “Certain provisions in the 2031 Notes Indenture may delay or prevent an otherwise beneficial takeover attempt of us.”
New heading “The 2026 Capped Calls may affect the value of our common stock.”
New heading “We are subject to counterparty risk with respect to the 2026 Capped Calls.”
Largest changes
“Holders of our 2031 Notes have the right, subject to certain conditions and limited exceptions, to require us to repurchase all or a portion of their 2031 Notes upon the occurrence of a fundamental change (as defined in the 2031 Notes Indenture) at a fundamental change repurchase price equal to 100% of the principal amount of our 2031 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. …”see in full comparison
“Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including our 2031 Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. …”see in full comparison
“Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions and could adversely affect the option counterparties’ performance under the 2026 Capped Calls. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the 2026 Capped Calls with such option counterparty. …”see in full comparison
“We may not have the ability to raise the funds necessary to settle conversions of our 2031 Notes or to repurchase our 2031 Notes upon a fundamental change, and our 2025 Debt Agreement contains, and any future debt may also contain, limitations on our ability to pay cash upon conversion or repurchase of our 2031 Notes.”see in full comparison
“Changes in the accounting method for convertible debt securities that may be settled in cash, such as our 2031 Notes, could adversely affect our reported financial condition and results.”see in full comparison
“Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.”see in full comparison
Full comparison: every changed paragraph (23)
While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. Our 2025 Annual Report in the section entitled "Item 1A. Risk Factors," describes some of the risks and uncertainties associated with our business. In addition to the risk factors set forth in our 2025 Annual Report, we believe the following additional risks and uncertainties should be considered in evaluating our business and growth outlook:
Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.
Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including our 2031 Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional debt or equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
We may not have the ability to raise the funds necessary to settle conversions of our 2031 Notes or to repurchase our 2031 Notes upon a fundamental change, and our 2025 Debt Agreement contains, and any future debt may also contain, limitations on our ability to pay cash upon conversion or repurchase of our 2031 Notes.
Holders of our 2031 Notes have the right, subject to certain conditions and limited exceptions, to require us to repurchase all or a portion of their 2031 Notes upon the occurrence of a fundamental change (as defined in the 2031 Notes Indenture) at a fundamental change repurchase price equal to 100% of the principal amount of our 2031 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, upon any conversion of our 2031 Notes, we will be required to make cash payments for each $1,000 in principal amount of our 2031 Notes converted of at least the lesser of $1,000 and the sum of the daily conversion values as described in the 2031 Notes Indenture. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of our 2031 Notes surrendered therefor or pay cash with respect to our 2031 Notes being converted. In addition, the 2025 Debt Agreement prohibits us from making any cash payments on the conversion or repurchase of our 2031 Notes if an event of default exists thereunder, making any cash payments upon a fundamental change or if, after giving effect to such conversion or repurchase (and any additional indebtedness incurred in connection with such conversion or a repurchase), we would not be in pro forma compliance with our financial covenants under that facility. Our ability to repurchase our 2031 Notes or to pay cash upon conversions of our 2031 Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to repurchase our 2031 Notes at a time when the repurchase is required by the 2031 Notes Indenture or to pay any cash payable on future conversions of our 2031 Notes as required by the 2031 Notes Indenture would constitute a default under the 2031 Notes Indenture. A default under the 2031 Notes Indenture or the fundamental change itself could also lead to a default under agreements governing our indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase our 2031 Notes or make cash payments upon conversions thereof.
The conditional conversion feature of our 2031 Notes, if triggered, may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of our 2031 Notes is triggered, holders of our 2031 Notes will be entitled to convert their notes at any time during specified periods at their option. If one or more holders elect to convert their notes, we would be required to settle any converted principal amount of such notes through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of our 2031 Notes as a current rather than long-term liability, which would result in a material reduction of our working capital.
Conversion of our 2031 Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.
The conversion of some or all of our 2031 Notes may dilute the ownership interests of our stockholders. Upon conversion of our 2031 Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of our 2031 Notes being converted. If we elect to settle the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of our 2031 Notes being converted in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of our 2031 Notes may encourage short selling by market participants because the conversion of our 2031 Notes could be used to satisfy short positions, or anticipated conversion of our 2031 Notes into shares of our common stock could depress the price of our common stock.
Changes in the accounting method for convertible debt securities that may be settled in cash, such as our 2031 Notes, could adversely affect our reported financial condition and results.
The accounting method for reflecting our 2031 Notes on our balance sheet, accruing interest expense for our 2031 Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.
In August 2020, the Financial Accounting Standards Board published ASU 2020-06, which simplifies certain of the accounting standards that apply to convertible notes. In accordance with ASU 2020-06, our 2031 Notes are reflected as a liability on our balance sheets, with the initial carrying amount equal to the principal amount of our 2031 Notes, net of issuance costs. The issuance costs were treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of our 2031 Notes. As a result of this amortization, the interest expense that we expect to recognize for our 2031 Notes for accounting purposes will be greater than the cash interest payments we will pay on our 2031 Notes, which will result in lower reported net income.
In addition, the shares of our common stock underlying our 2031 Notes are reflected in our diluted earnings per share using the “if converted” method, in accordance with ASU 2020-06. Under that method, diluted earnings per share generally are calculated assuming that all of our 2031 Notes were converted into cash and shares of common stock at the beginning of the reporting period based on the average market price of common stock determined in accordance with applicable accounting rules, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share.
Furthermore, if any of the conditions to the convertibility of our 2031 Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of our 2031 Notes as a current, rather than a long-term, liability. This reclassification could be required even if no noteholders convert their notes and could materially reduce our reported working capital.
Certain provisions in the 2031 Notes Indenture may delay or prevent an otherwise beneficial takeover attempt of us.
Certain provisions in the 2031 Notes Indenture may make it more difficult or expensive for a third party to acquire us. For example, the 2031 Notes Indenture will require us, subject to limited exceptions, to repurchase our 2031 Notes for cash upon the occurrence of a fundamental change and, in certain circumstances, to increase the conversion rate for a holder that converts its 2031 Notes in connection with a make-whole fundamental change. A takeover of us may trigger the requirement that we repurchase our 2031 Notes and/or increase the conversion rate, which could make it costlier for a potential acquirer to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.
The 2026 Capped Calls may affect the value of our common stock.
In connection with the issuance of our 2031 Notes, we entered into the 2026 Capped Calls with the option counterparties (the “option counterparties”). The 2026 Capped Calls cover, subject to customary adjustments substantially similar to those applicable to our 2031 Notes, the number of shares of our common stock initially underlying our 2031 Notes. The 2026 Capped Calls are expected generally to reduce the potential dilution to our common stock upon any conversion of our 2031 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.
The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of our 2031 Notes and prior to the maturity of our 2031 Notes (and are likely to do so during any observation period related to a conversion of our 2031 Notes or, to the extent we exercise the relevant election under the 2026 Capped Calls, following any repurchase or redemption of our 2031 Notes). This activity could also cause or avoid an increase or a decrease in the market price of our common stock.
We are subject to counterparty risk with respect to the 2026 Capped Calls.
The option counterparties are financial institutions, and we will be subject to the risk that one or more of the option counterparties may default or otherwise fail to perform, or may exercise certain rights to terminate, their obligations under the 2026 Capped Calls. Our exposure to the credit risk of the option counterparties will not be secured by any collateral.
Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions and could adversely affect the option counterparties’ performance under the 2026 Capped Calls. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the 2026 Capped Calls with such option counterparty. Our exposure will depend on many factors but, generally, our exposure will increase if the market price or the volatility of our common stock increases. In addition, upon a default or other failure to perform, or a termination of obligations, by an option counterparty, we may suffer adverse tax consequences or more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the option counterparties.
In addition, the terms of the 2026 Capped Calls may be subject to adjustment, modification or, in some cases, renegotiation in the event of certain corporate and other transactions. The 2026 Capped Calls may not operate as we intend in the event that we are required to adjust the terms of such instruments as a result of transactions in the future or in the event of other unanticipated developments that may adversely affect the functioning of the 2026 Capped Calls.
Management's Discussion & Analysis (MD&A)
New heading “Operating Results: Year-to-Date June 30, 2026 compared to Year-to-Date June 30, 2025”
Largest changes
“Operating Results: Year-to-Date June 30, 2026 compared to Year-to-Date June 30, 2025”see in full comparison
see in full comparison54"Restructuring expense" reflects costs incurred withDuring thewind-downsecond quarter ofAbilene2026,MotortheExpressCompanyandincreased its estimate related to a pre-acquisition U.S. Xpress tax assessment (within the Truckload Segment) which is includedwithin "Operations and maintenance" andin "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.
“6 "Restructuring expense" reflects costs incurred with the wind-down of Abilene Motor Express and is included within "Operations and maintenance" and "Miscellaneous operating expenses" in the condensed statements of comprehensive income.”see in full comparison
Comparison Between the Quarters Endedsee in full comparisonMarchJune31,30, 2026 and 2025 — The$7.0$14.2 million increase in consolidated salaries, wages, and benefits for thefirstsecond quarter of 2026, as compared to thefirstsecond quarter of 2025, is primarily due to a$11.2portionmillionofincreasethe severance expense, $7.0 million, recorded inLTLsalaries,wages as a result of service center expansionwages, andlaborbenefits primarily related tosupporttheincreasedretirementshipmentandcountrelatedfromconsultingexpansionarrangementefforts.forThisourwasformer executive chairman, and increases in driving associate pay rates and non-driver salaries and wages, partially offset by a$3.8 million decrease in Truckload driving associate mileage pay primarily due to a 3.3%4.6% decrease in total miles driven by company driving associates in our Truckloadsegment.and LTL segments.
“Comparison Between Year-to-Date June 30, 2026 and 2025 — The $27.1 million decrease in interest expense is primarily driven by a lower average of overall debt balances and lower average interest rates due to the terms of the 2031 Notes and the exclusion of $11.0 million of costs for the accounts receivable securitization program that were previously reported in interest expense under the prior arrangement during the year-to-date period ended June 30, 2026, when compared to the year-to-date period ended June 30, 2025.”see in full comparison
“Logistics market conditions remained competitive, with third‑party carrier availability and pricing influenced by tighter capacity and heightened compliance standards across the industry. These dynamics contributed to ongoing volatility in volumes and margins, particularly in contract freight, while spot market conditions improved later in the quarter. Intermodal markets also showed sequential improvement as weather disruptions eased, although pricing competition remained elevated.”see in full comparison
Full comparison: every changed paragraph (136)
•expected liquidity and methods for achieving sufficient liquidity, including our expected need or desire to incur indebtedness andindebtedness, our ability to comply with debt covenants, and the expected impact of the 2031 Notes,
Such statements may be identified by their use of terms or phrases such as "believe," "may," "could," "will," "would," "should," "expects," "estimates," "designed," "likely," "foresee," "goals," "seek," "target," "forecast," "projects," "anticipates," "plans," "intends," "hopes," "strategy," "potential," "objective," "pursue," "address," "mission," "maintain," "ongoing," "predicts," "budgets," "remains," "continue," "outlook," "confident," "feel," and similar terms and phrases. Forward-looking statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to materially differ from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part II, Item 1A "Risk Factors" of this Quarterly Report, Part I, Item 1A "Risk Factors" in our 2025 Annual Report, and various disclosures in our press releases, stockholder reports, and other filings with the SEC.
Key Financial Highlights — Year-to-Date MarchJune 31,30, 2026
Consolidated operating income decreased 57.1%4.2% to $28.6$133.4 million during the quarterfirst endedhalf March 31,of 2026, as compared to the same period last year. Net (loss) income attributable to Knight-Swift decreased 104.3%35.5% to a$41.9 $1.3 million loss.million.
•Truckload — 96.9%95.0% operating ratio during the quarterfirst endedhalf March 31,of 2026. The Adjusted Operating Ratio1 was 96.3%,93.6%, with a 0.3%1.3% year-over-year decreaseincrease in revenue, excluding fuel surcharge and intersegment transactions.
•LTL — 101.0%97.7% operating ratio during the quarterfirst endedhalf March 31,of 2026. The Adjusted Operating Ratio1 deteriorated 540210 basis points year-over-year to 99.6%,95.7%, primarily due to $18.0 million of expense for adverse claims development in our LTL segment,segment during the first quarter of 2026, primarily related to an adverse arbitration ruling on a 2022 claim.
•Logistics — 97.2% operating ratio during the quarterfirst endedhalf March 31,of 2026. The Adjusted Operating Ratio1 was 96.2%96.3% with a gross margin of 16.6%.16.0%. Revenue decreased 9.9%1.0% year-over-year driven by ana 18.9%17.7% decline in load count, partially offset by a 10.4%19.7% increase in revenue per load.
•Intermodal — 101.5%100.4% operating ratio during the quarterfirst endedhalf March 31,of 2026, as year-over-year load count and revenue per load increased 1.2%10.0% and 1.6%,7.4%, respectively.
•All Other Segments — Operating loss was $7.1$17.5 million during the quarterfirst endedhalf March 31,of 2026 compared to operating income of $6.0$12.8 million during the comparable period of 2025, largely as a result of the inclusion of $5.2$11.0 million of costs for the accounts receivable securitization program during the first quarter of 2026 that were previously reported in interest expense under the prior arrangement duringas well as an $18.2 million severance charge primarily related to the first quarter of 2025retirement and duerelated toconsulting arrangement for our former executive chairman, and startup costs on new contract awards for which revenue is expected to rampincurred in the comingfirst months.quarter of 2026.
•Liquidity and Capital — During the quarterfirst endedhalf March 31,of 2026, we generated $142.5$450.4 million in operating cash flows and Free Cash Flow1 of $56.9$190.4 million. WeFrom paida downfinancing $33.3perspective, millionduring inthe financefirst leasehalf liabilities,of $41.42026 millionwe inissued operating$1.5 leasebillion liabilities,face amount of convertible 1.0% notes due November 2031, and hadwe $32.0made $626.0 million of net borrowingspayments on our 2025 RevolverRevolver, during$775.0 million on outstanding term loans, $66.7 million in payments on our finance lease liabilities and $77.6 million in payments on operating lease liabilities. Additionally, we had a net increase of $63.0 million in the year-to-dateoutstanding periodinvestment endedin Marchthe 31,accounts 2026.receivable securitization program. As of MarchJune 31,30, 2026, we had a balance of $222.8$186.1 million in unrestricted cash and cash equivalents, $2.1$2.2 billion face value outstanding debt, net of unrestricted cash, and $7.1$7.0 billion of stockholders' equity. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants. See discussion under "Liquidity and Capital Resources" for additional information.
2Our tractor fleet within the Truckload segment had a weighted average age of 2.92.8 years and 2.82.7 years as of MarchJune 31,30, 2026 and 2025, respectively.
3Our average trailers includes 8,9508,041 and 9,3369,549 trailers related to leasing activities recorded within our All Other Segments for the quarters ended MarchJune 31,30, 2026 and 2025, respectively. Our average trailers includes 8,496 and 9,443 trailers related to leasing activities recorded within our non-reportable segments for the year-to-date periods June 30, 2026 and 2025, respectively. Our trailer fleet within the Truckload segment had a weighted average age of 10.910.2 years and 8.89.5 years as of MarchJune 31,30, 2026 and 2025, respectively. Starting with the fourth quarter of 2025, the Company is excluding chassis trailers from its average trailer calculation. Prior period information has been recast for comparability.
4Our LTL tractor fleet had a weighted average age of 4.13.8 years and 4.04.5 years as of MarchJune 31,30, 2026 and 2025, respectively. Our LTL tractor fleet includes 646650 and 668660 tractors from ACT's dedicated and other businesses for the quarters ended MarchJune 31,30, 2026 and 2025, respectively. Our LTL tractor fleet includes 648 and 664 tractors from ACT's dedicated and other businesses for the year-to-date periods June 30, 2026 and 2025, respectively.
5Our LTL trailer fleet had a weighted average age of 7.97.7 years and 7.88.2 years as of MarchJune 31,30, 2026 and 2025, respectively. Our LTL trailer fleet includes 1,3091,356 and 1,0151,039 trailers from ACT's dedicated and other businesses for the quarters ended MarchJune 31,30, 2026 and 2025, respectively. Our LTL trailer fleet includes 1,333 and 1,027 trailers from ACT's dedicated and other businesses for the year-to-date periods June 30, 2026 and 2025, respectively.
Freight market conditions improved during the second quarter as the truckload market continued to tighten following an extended period of excess capacity. Spot rates strengthened throughout the quarter, tender rejection rates increased to levels not seen since 2021, and contractual bid activity became increasingly supportive. While market improvement remained largely driven by supply-side dynamics, signs of improving demand also began to emerge.
Regulatory actions by the Federal Motor Carrier Safety Administration and the U.S. Department of Transportation continued to influence capacity across the truckload market. Efforts related to CDL compliance, driver qualifications, and hours-of-service enforcement have contributed to reductions in capacity, particularly among certain lower-cost operators. As a result, shippers have increasingly focused on securing reliable, asset-based capacity amid a tightening market environment.
Freight markets during the first quarter reflected continued adjustment following a prolonged period of excess capacity, alongside emerging impacts from regulatory enforcement and episodic weather disruption. In the one‑way truckload market, regulatory actions by the Federal Motor Carrier Safety Administration ("FMCSA") and US Department of Transportation ("DOT") related to driver qualifications, Commercial Driver's License ("CDL") issuance, and hours‑of‑service compliance are beginning to affect capacity, particularly among certain lower‑cost operators, contributing to tighter conditions in portions of the market.
Market volatility increased early in the quarter following severe winter weather in January, which disrupted networks and temporarily constrained available capacity. While weather‑related impacts moderated as the quarter progressed, broader market indicators pointed to a gradual tightening environment, including higher load tender activity, increased tender rejections, and firmer spot pricing. Demand trends remained uneven across geographies and customer segments, resulting in continued variability in freight flows.
Against this backdrop, truckload pricing activity increasedaccelerated during the quarter as annual bid cycles accelerated.progressed and mini-bid and turnback activity increased. Unlike priorrecent periods characterized by elevated excess capacity,capacity and heightened pricing competition, bid activity increasingly reflected shippers’shippers' focusefforts onto securingsecure reliable servicecapacity amid tightening availability.market Turnbackconditions. andWe off‑cycle bid activity also became more common as networks adjusted. In response, we remainedremain focused on disciplined pricing, selectivenetwork efficiency, and aligning freight alignment,opportunities andwith maintainingour networkoperating efficiencystrategy while navigating these evolvingchanging market conditions.
In the LTL market, demand remained generally stable, with pockets of improvement emerging during the quarter. Freight mix continued to improve and contractual rate renewals remained at a mid-single-digit pace. Intermodal market conditions also improved, supported by volume growth, emerging pricing improvement, and ongoing operational efficiency initiatives.
In the LTL market, conditions were comparatively stable. Shipment activity was impacted early in the quarter by winter weather before returning closer to typical seasonal patterns. As the quarter progressed, changes in shipment characteristics, including higher weights and longer lengths of haul, reflected shifts in freight mix within the market. We continued to focus on operational execution and network optimization as these trends developed.
Logistics market conditions remained competitive, with third‑party carrier availability and pricing influenced by tighter capacity and heightened compliance standards across the industry. These dynamics contributed to ongoing volatility in volumes and margins, particularly in contract freight, while spot market conditions improved later in the quarter. Intermodal markets also showed sequential improvement as weather disruptions eased, although pricing competition remained elevated.
Overall, freight markets continued to rebalance during the firstsecond quarter continued to transition as capacity,industry regulatorycapacity developments,tightened and weather‑related disruptions influencedpricing conditions across transportation modes.improved. While certain indicators exiting the quarter suggested improving balance between supply and demand, market conditions remain subject to uncertainty related to economic activity, fuel costs, regulatory outcomes,developments, and seasonal demand patterns.patterns, industry indicators and customer activity generally reflected a more constructive environment than experienced during recent periods.
Our Company outlook for the secondthird quarter of 2026 includes the following:
•Truckload Segment revenue, excluding fuel surcharge, up lowmid single digit percent year-over-year with operatingAdjusted marginsOperating Ratio improving 100650 - 200750 basis points year-over-year forin secondthird quarter.
•LTL Segment revenue, excluding fuel surcharge, up low single digit percent year-over-year with Adjusted Operating Ratio in secondlow quarter,90's drivenfor bythird mix and yield improvement, with shipment count relatively stable year-over-year,quarter.
•Adjusted Operating Ratio in low 90's for second quarter.
•Logistics Segment revenue up low-to-mid single-digit percent year-over-year in second quarter,
•Logistics Segment revenue and Adjusted Operating Ratio fairly stable sequentially.sequentially in third quarter.
•Intermodal Segment load countrevenue up high single to low double-digitsingle-digit percent sequentially with Adjusted Operating Ratio improving slightly sequentially in secondthird quarter,quarter.
•Adjusted Operating Ratio improving 150 - 250 basis points sequentially in second quarter.
•All Other Segments operating income, before including the $11.5 million quarterly intangible asset amortization, approximately $14$18 million to $18$22 million in secondthird quarter, which includes approximately $5$6 million of AR securitization cost that was reported as interest expense in 2025.
•Gain on sale to be in the range of $12 million to $17 million in secondthird quarter,
•Net interest expense fairlydown flatapproximately $5 million sequentially in secondthird quarter,
•"Other income, net" below the line expected to be roughly $4$2 million to $5$4 million in secondthird quarter,
•Expected effective tax rate on adjusted income before taxes of approximately 25.5% to 26.5% for secondthird quarter and approximately 25.0% to 26.0% for full year 2026.
We anticipate that depreciation and amortization expense will increase, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, for a majority of our revenue equipment or terminal improvements during 2026. Additionally, we anticipate that our equipment suppliers may need to raise prices in response to tariffs. With significant tightening in the insurance markets, we may also experience changes in premiums, retention limits, and excess coverage limits in the remainder of 2026. While fuel expense is generally offset by fuel surcharge revenue, our fuel expense, net of truckload and LTL fuel surcharge revenue, may increase in the future, particularly during periods of sharply rising fuel prices like we have recently experienced. In periods of declining prices the opposite is true. Overall, we remain committed to long-term profitability as we continue to leverage opportunities across the Knight-Swift brands, and efficiently deploy our assets, while maintaining a relentless focus on cost control. This includes seeking acquisition opportunities to improve earnings, gain customers, and reach more professional drivers, as illustrated by the acquisition of U.S. Xpress Acquisition and our intention to further expand the geographic footprint of our LTL network, as illustrated by the DHE Acquisition.
Operating Results: FirstSecond Quarter 2026 compared to FirstSecond Quarter 2025
The $32.0$8.9 million decreaseincrease in net (loss) income attributable to Knight-Swift to a $1.3$43.2 million net loss during the firstsecond quarter of 2026 from net income of $30.6$34.2 million during the same period last year includes the following:
•Contributor — $16.3 million decrease in operating income within our LTL segment primarily due to $18.0 million of expense for claims development, primarily related to an adverse arbitration ruling on a 2022 claim.
•Contributor — $7.5 million decrease in operating income within our Truckload segment primarily due to $4.1 million of expense in our Truckload segment for an adverse decision on VAT reimbursement in Mexico for prior tax years.
•Contributor — $13.1 million decrease in operating income within the All Other Segments, partially due to the inclusion of $5.2 million of costs for the accounts receivable securitization program that were previously reported in interest expense under the prior arrangement and due to startup costs on new contract awards for which revenue is expected to ramp in the coming months.
•Contributor — $1.5$43.7 million decreaseincrease in operating income within our LogisticsTruckload segment primarily due to a 9.9%2.8% decreaseincrease in revenue, excluding fuel surcharge and intersegment transactions, as a result of a 5.5% improvement in revenue year-over-year,per drivenloaded bymile, aexcluding 18.9%fuel declinesurcharge inand loadintersegment count,transactions, partially offset by a 10.4%2.6% increasedecrease in revenueloaded per load.miles.
•Contributor — $12.2 million decrease in other (expense) income, net, primarily due to net loss within our portfolio of investments.
•OffsetContributor — $0.4$3.3 million decreaseincrease in operating lossincome within our IntermodalLTL segment,segment drivenprimarily bydue 1.2% increase in load count andto a 1.6%3.4% increase in revenue per load.shipment, excluding fuel surcharge.
•Contributor — $4.1 million increase in operating income within our Intermodal segment, driven by 19.6% increase in load count and a 12.8% increase in revenue per load.
•OffsetContributor — $9.5$17.6 million decrease in consolidated interest expense primarily driven by a lower average of overall debt balances and lower average interest rates due to the terms of the 2031 Notes and the exclusion of $5.2$5.8 million of costs for the accounts receivable securitization program that were previously reported in interest expense under the prior arrangement and lower average interest rates.arrangement.
•Offset — $17.2 million decrease in operating income within the All Other Segments, partially due to the inclusion of $5.8 million of costs for the accounts receivable securitization program as well as an $18.2 million severance charge primarily related to the retirement and related consulting arrangement for our former executive chairman.
•Offset — $1.7 million decrease in operating income within our Logistics segment due to a 16.4% decline in load count, partially offset by a 29.6% increase in revenue per load.
•Offset — $31.1 million increase in other (expense) income, net, primarily due to the $22.8 million expense for the mark-to-market adjustment in 2026 related to certain purchase price obligations associated with the U.S. Xpress Acquisition and a decrease in net gains recorded within our portfolio of investments.
•Offset — $10.4$8.4 million decreaseincrease in consolidated income tax expense was primarily due to aan decreaseincrease in pre-taxpretax income.income and additional tax expense associated with the mark-to-market adjustment. Our effective tax rate for the firstsecond quarter of 2026 was 7.0%,34.1%, compared to 25.4%29.2% for the firstsecond quarter of 2025.
Operating Results: Year-to-Date June 30, 2026 compared to Year-to-Date June 30, 2025
The $23.0 million decrease in net income attributable to Knight-Swift to $41.9 million during the first half of 2026 from $64.9 million during the same period last year includes the following:
•Contributor — $43.3 million increase in other (expense) income, net, primarily due to the $22.8 million expense for the mark-to-market adjustment in 2026 related to certain purchase price obligations associated with the U.S. Xpress Acquisition and a net loss recorded within our portfolio of investments.
•Contributor — $30.3 million decrease in operating income within the All Other Segments, partially due to the inclusion of $11.0 million of costs for the accounts receivable securitization program that were previously reported in interest expense under the prior arrangement as well as an $18.2 million severance charge primarily related to the retirement and related consulting arrangement for our former executive chairman, and startup costs on new contract awards incurred in the first quarter of 2026.
•Contributor — $12.9 million decrease in operating income within our LTL segment primarily due to $18.0 million of expense for claims development, primarily related to an adverse arbitration ruling on a 2022 claim incurred in the first quarter of 2026, partially offset by a 3.9% increase in revenue excluding fuel surcharge per shipment.
•Contributor — $3.2 million decrease in operating income within our Logistics segment due to a 17.7% decline in load count, partially offset by a 19.7% increase in revenue per load.
•Offset — $36.2 million increase in operating income within our Truckload segment primarily due to a 1.3% increase in revenue, excluding fuel surcharge and intersegment transactions driven by a 3.6% increase in revenue per loaded mile, excluding fuel surcharge and intersegment transactions, partially offset by a 2.2% decrease in loaded miles.
•Offset — $4.5 million decrease in operating loss within our Intermodal segment, driven by 10.0% increase in load count and a 7.4% increase in revenue per load.
•Offset — $27.1 million decrease in consolidated interest expense primarily driven by lower average of overall debt balances and lower average interest rates due to the terms of the 2031 Notes and the exclusion of $11.0 million of costs for the accounts receivable securitization program that were previously reported in interest expense under the prior arrangement.
KNX insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 4 filings (3 insiders, 3 trade dates, 224,954 shares, about $16.2M). Net open-market shares: -224,954 (purchases minus sales); net value about -$16.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-02 | Knight Gary J |
Gift | 111,740 | — | — |
| 2026-08-13 | Dove Reid |
Open-market sale | 126,864 | $73.13 | $9.3M |
| 2026-08-12 | Dove Reid |
Open-market sale | 42,290 | $71.49 | $3.0M |
| 2026-08-12 | Vander Ploeg David |
Open-market sale | 2,200 | $52.33 | $115.1K |
| 2026-07-31 | Flanagan Cary M |
Open-market sale | 3,600 | $70.82 | $255.0K |
| 2026-07-31 | Dove Reid |
Open-market sale | 50,000 | $70.25 | $3.5M |
| 2026-05-31 | Flanagan Cary M |
Shares withheld for tax | 159 | $75.63 | $12.0K |
| 2026-05-31 | Flanagan Cary M |
Option exercise | 594 | — | — |
| 2026-05-31 | Flanagan Cary M |
Shares withheld for tax | 265 | $75.63 | $20.0K |
| 2026-05-31 | Flanagan Cary M |
Option exercise | 728 | — | — |
| 2026-05-31 | Flanagan Cary M |
Option exercise | 1,047 | — | — |
| 2026-05-31 | Flanagan Cary M |
Shares withheld for tax | 466 | $75.63 | $35.2K |
| 2026-05-31 | Flanagan Cary M |
Option exercise | 1,141 | — | — |
| 2026-05-31 | Flanagan Cary M |
Shares withheld for tax | 508 | $75.63 | $38.4K |
| 2026-05-31 | Flanagan Cary M |
Option exercise | 356 | — | — |
| 2026-05-31 | Flanagan Cary M |
Shares withheld for tax | 324 | $75.63 | $24.5K |
| 2026-05-31 | Fitzsimmons James L |
Option exercise | 608 | — | — |
| 2026-05-31 | Fitzsimmons James L |
Shares withheld for tax | 167 | $75.63 | $12.6K |
| 2026-05-31 | Fitzsimmons James L |
Option exercise | 753 | — | — |
| 2026-05-31 | Fitzsimmons James L |
Shares withheld for tax | 206 | $75.63 | $15.6K |
| 2026-05-31 | Fitzsimmons James L |
Shares withheld for tax | 502 | $75.63 | $38.0K |
| 2026-05-31 | Fitzsimmons James L |
Shares withheld for tax | 175 | $75.63 | $13.2K |
| 2026-05-31 | Fitzsimmons James L |
Option exercise | 1,683 | — | — |
| 2026-05-31 | Fitzsimmons James L |
Shares withheld for tax | 461 | $75.63 | $34.9K |
| 2026-05-31 | Fitzsimmons James L |
Option exercise | 1,832 | — | — |
| 2026-05-31 | Fitzsimmons James L |
Option exercise | 637 | — | — |
| 2026-05-31 | Hess Andrew |
Option exercise | 457 | — | — |
| 2026-05-31 | Hess Andrew |
Shares withheld for tax | 116 | $75.63 | $8.8K |
| 2026-05-31 | Hess Andrew |
Option exercise | 437 | — | — |
| 2026-05-31 | Hess Andrew |
Shares withheld for tax | 121 | $75.63 | $9.2K |
| 2026-05-31 | Hess Andrew |
Option exercise | 315 | — | — |
| 2026-05-31 | Hess Andrew |
Shares withheld for tax | 84 | $75.63 | $6.4K |
| 2026-05-31 | Prickett Wilburn Douglas Iii |
Shares withheld for tax | 202 | $75.63 | $15.3K |
| 2026-05-31 | Prickett Wilburn Douglas Iii |
Option exercise | 546 | — | — |
| 2026-05-31 | Prickett Wilburn Douglas Iii |
Shares withheld for tax | 161 | $75.63 | $12.2K |
| 2026-05-31 | Prickett Wilburn Douglas Iii |
Option exercise | 685 | — | — |
| 2026-05-31 | Prickett Wilburn Douglas Iii |
Option exercise | 622 | — | — |
| 2026-05-31 | Prickett Wilburn Douglas Iii |
Shares withheld for tax | 199 | $75.63 | $15.1K |
| 2026-05-31 | Prickett Wilburn Douglas Iii |
Option exercise | 676 | — | — |
| 2026-05-31 | Prickett Wilburn Douglas Iii |
Shares withheld for tax | 183 | $75.63 | $13.8K |
| 2026-05-12 | Col Douglas L |
Grant/award | 2,337 | $59.90 | $140.0K |
| 2026-05-12 | Boerger Amy |
Grant/award | 966 | $59.90 | $57.9K |
| 2026-05-12 | Powell Jessica |
Grant/award | 2,337 | $59.90 | $140.0K |
| 2026-05-12 | Hobson Louis |
Grant/award | 2,337 | $59.90 | $140.0K |
| 2026-05-12 | Vander Ploeg David |
Grant/award | 2,504 | $59.90 | $150.0K |
| 2026-05-12 | Shank Roberta Roberts |
Grant/award | 4,006 | $59.90 | $240.0K |
| 2026-05-12 | Garnreiter Michael |
Grant/award | 2,838 | $59.90 | $170.0K |
| 2026-05-12 | Munro Kathryn L |
Grant/award | 3,171 | $59.90 | $189.9K |
| 2026-03-12 | Miller Adam W |
Option exercise | 17,758 | — | — |
| 2026-03-12 | Miller Adam W |
Shares withheld for tax | 7,699 | $55.10 | $424.2K |
| 2026-01-31 | Miller Adam W |
Option exercise | 5,709 | — | — |
| 2026-01-31 | Miller Adam W |
Shares withheld for tax | 2,892 | $55.10 | $159.3K |
| 2026-01-31 | Miller Adam W |
Option exercise | 6,670 | — | — |
| 2026-01-31 | Miller Adam W |
Shares withheld for tax | 2,475 | $55.10 | $136.4K |
| 2026-01-31 | Miller Adam W |
Shares withheld for tax | 2,764 | $55.10 | $152.3K |
| 2026-01-31 | Miller Adam W |
Option exercise | 6,134 | — | — |
Well-known investors holding KNX (13F)
None of the 59 investors we track reported a position in their latest 13F.