Knight-Swift (NYSE: KNX) lifts Q2 earnings and issues $1.5B converts
Rhea-AI Filing Summary
Knight-Swift Transportation Holdings reported Q2 2026 revenue of $2.10 billion and net income attributable to Knight-Swift of $43.2 million, up from $34.2 million a year earlier. Diluted EPS was $0.26. Operating income rose to $104.9 million, improving the consolidated operating ratio to 95.0%.
For the first half of 2026, revenue reached $3.95 billion while net income attributable to Knight-Swift decreased 35.5% to $41.9 million, pressured by a higher effective tax rate, $18.0 million of adverse LTL claims in the first quarter, and a $22.8 million increase in U.S. Xpress contingent consideration. Adjusted EPS was $0.72 and adjusted operating ratio 94.1%.
The company issued $1.5 billion of 1.00% Convertible Senior Notes due 2031, using net proceeds to repay its 2025 Term Loan A‑2, reduce Term Loan A‑1, and fully repay 2025 revolver borrowings, while spending $107.1 million on capped calls to limit potential dilution. Year-to-date operating cash flow was $450.4 million and Free Cash Flow $190.4 million, supporting $402.0 million of remaining 2026 revenue equipment commitments and additional facility investments. Management expects mid single-digit Truckload revenue growth year-over-year and materially better Truckload adjusted operating ratio in Q3 2026, with modest LTL growth and generally stable to slightly improving performance in Logistics, Intermodal, and All Other Segments.
Positive
- Q2 2026 Adjusted EPS was $0.63 with adjusted operating ratio improving to 91.4%, indicating stronger underlying profitability versus the prior-year quarter.
- Year-to-date operating cash flow reached $450.4 million and Free Cash Flow $190.4 million, providing solid internal funding for fleet refresh and other capital commitments.
Negative
- Year-to-date net income attributable to Knight-Swift fell 35.5% to $41.9 million, reflecting higher taxes, adverse LTL claims, and increased U.S. Xpress contingent consideration.
- The LTL segment’s operating ratio deteriorated to 97.7% for the first half of 2026, driven in part by $18.0 million of adverse claims development.
Insights
Analyzing...
Key Figures
Q2 2026 Revenue: 2,095,712
Q2 2026 Net Income Attributable to Knight-Swift: 43,189
Q2 2026 Diluted EPS: $0.26
+5 more
8 metrics
Q2 2026 Revenue
2,095,712
Total revenue for the quarter ended June 30, 2026; dollars in thousands
Q2 2026 Net Income Attributable to Knight-Swift
43,189
Net income attributable to Knight-Swift; quarter ended June 30, 2026; dollars in thousands
Q2 2026 Diluted EPS
$0.26
Diluted earnings per share for the quarter ended June 30, 2026
Operating Cash Flow YTD 2026
450,358
Net cash provided by operating activities for year-to-date June 30, 2026; dollars in thousands
Convertible Senior Notes 2031 Principal
$1.5 billion
Aggregate principal amount of 1.00% Convertible Senior Notes due 2031
Receivables Sold Under 2025 RPA
$541.2 million
Sold Receivables balance as of June 30, 2026 under the 2025 Receivables Purchase Agreement
2026 Revenue Equipment Commitments
$402.0 million
Outstanding commitments to purchase revenue equipment for the remainder of 2026 as of June 30, 2026
U.S. Xpress Contingent Consideration Fair Value
$160.3 million
Fair value of mandatorily redeemable and other contingent consideration at June 30, 2026
Key Terms
Adjusted Operating Ratio, accounts receivable securitization program, mandatorily redeemable contingent consideration, capped call transactions, +1 more
5 terms
Adjusted Operating Ratio financial
"The Adjusted Operating Ratio1 was 93.6%, with a 1.3% year-over-year increase"
Adjusted operating ratio measures the share of a company’s revenue that goes to run its core business after removing one-time items or non-recurring costs, calculated as operating expenses divided by operating revenue with certain adjustments. For investors it shows underlying operational efficiency — like a household tracking regular bills as a percentage of income — where a lower adjusted operating ratio means the business keeps more revenue as profit.
accounts receivable securitization program financial
"costs for the accounts receivable securitization program that were previously reported"
An accounts receivable securitization program is a financing arrangement where a company converts its unpaid customer invoices into immediate cash by packaging them and selling the right to collect those payments to investors or a third party. For investors, it matters because the program can boost a company’s short-term cash and reduce borrowing needs, but it also shifts credit risk and can affect reported assets, liabilities and future cash flows—similar to selling a bundle of IOUs to get money now.
mandatorily redeemable contingent consideration financial
"Mandatorily redeemable contingent consideration 7 | Other long-term liabilities | 159,400"
capped call transactions financial
"The Company's privately negotiated capped call transactions with certain of the initial purchasers"
Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.
Free Cash Flow financial
"we generated $450.4 million in operating cash flows and Free Cash Flow1 of $190.4 million"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Knight-Swift (KNX) perform financially in Q2 2026?
Knight-Swift generated $2.10 billion in Q2 2026 revenue and net income attributable to Knight-Swift of $43.2 million. Diluted EPS was $0.26, and operating income rose to $104.9 million, improving the consolidated operating ratio to 95.0%.
Why is Knight-Swift’s (KNX) year-to-date 2026 net income down versus 2025?
For the first half of 2026, net income attributable to Knight-Swift declined 35.5% to $41.9 million. Management cites a higher effective tax rate, $18.0 million of adverse LTL claims in Q1, and a $22.8 million increase in U.S. Xpress contingent consideration.
What new debt did Knight-Swift (KNX) issue in 2026 and how were proceeds used?
Knight-Swift issued $1.5 billion of 1.00% Convertible Senior Notes due 2031, with net proceeds of about $1.47 billion. It spent $107.1 million on capped calls and used the remainder to fully repay the 2025 Term Loan A‑2, reduce Term Loan A‑1, and repay all 2025 revolver borrowings.
How much cash flow did Knight-Swift (KNX) generate year-to-date 2026?
For the first half of 2026, Knight-Swift produced $450.4 million of net cash from operating activities and reported Free Cash Flow of $190.4 million. This cash flow supports ongoing capital expenditures and fleet commitments while servicing the company’s debt obligations.
What is Knight-Swift’s (KNX) 2026 capital spending outlook?
Management expects full-year 2026 net cash capital expenditures in the range of $600 million–$650 million. As of June 30, 2026, the company had $402.0 million of remaining 2026 commitments for revenue equipment and additional multi‑year commitments for facilities and non‑revenue equipment.
What guidance did Knight-Swift (KNX) give for Q3 2026 segment performance?
For Q3 2026, Knight-Swift expects Truckload revenue excluding fuel surcharge up mid single digit percent year-over-year with adjusted operating ratio improving 650–750 basis points, low single-digit LTL revenue growth with adjusted operating ratio in the low 90s, and generally stable Logistics and slightly improving Intermodal.
How is Knight-Swift (KNX) using accounts receivable securitization?
Under the 2025 Receivables Purchase Agreement, Knight-Swift had Sold Receivables of $541.2 million and Unsold Receivables of $97.3 million as of June 30, 2026. Availability under the $575.0 million facility was $0.9 million, and program and yield fees totaled $11.0 million year-to-date.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________________________________________________________________________________________________
FORM 10-Q
_________________________________________________________________________________________________________________________________________________________
For the quarterly period ended June 30, 2026
or
For the transition period from to
Commission File Number: 001-35007
_________________________________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
___________________________________________________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices and zip code)
(602 ) 269-2000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
_________________________________________________________________________________________________________________________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | ||||||||||||||||||||||||
| Non-accelerated Filer | ☐ | Smaller Reporting Company | ||||||||||||||||||||||||
| Emerging Growth Company | ☐ | |||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were approximately 162,756,000 shares of the registrant's common stock outstanding as of July 22, 2026.
Glossary of Terms
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
| QUARTERLY REPORT ON FORM 10-Q | |||||
| TABLE OF CONTENTS | |||||
| PART I FINANCIAL INFORMATION | PAGE | ||||
Item 1. Financial Statements | 4 | ||||
Condensed Consolidated Balance Sheets (Unaudited) — June 30, 2026 and December 31, 2025 | 4 | ||||
Condensed Consolidated Statements of Comprehensive Income (Unaudited) — Quarter and year-to-date ended June 30, 2026 and 2025 | 5 | ||||
Condensed Consolidated Statements of Cash Flows (Unaudited) — Quarter and year-to-date ended June 30, 2026 and 2025 | 6 | ||||
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) — Quarter and year-to-date ended June 30, 2026 and 2025 | 8 | ||||
Note 1 — Introduction and Basis of Presentation | 10 | ||||
Note 2 — Recently Issued Accounting Pronouncements | 11 | ||||
Note 3 — Income Taxes | 11 | ||||
Note 4 — Accounts Receivable Securitization | 12 | ||||
Note 5 — Debt and Financing | 13 | ||||
Note 6 — Convertible Senior Notes | 15 | ||||
Note 7 — Defined Benefit Pension Plan | 17 | ||||
Note 8 — Purchase Commitments | 18 | ||||
Note 9 — Contingencies and Legal Proceedings | 18 | ||||
Note 10 — Share Repurchase Plans | 19 | ||||
Note 11 — Weighted Average Shares Outstanding | 19 | ||||
Note 12 — Fair Value Measurement | 20 | ||||
Note 13 — Related Party Transactions | 23 | ||||
Note 14 — Financial Information by Segment and Geography | 24 | ||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 27 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 61 | ||||
Item 4. Controls and Procedures | 62 | ||||
| PART II OTHER INFORMATION | |||||
Item 1. Legal Proceedings | 63 | ||||
Item 1A. Risk Factors | 63 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 66 | ||||
Item 3. Defaults Upon Senior Securities | 66 | ||||
Item 4. Mine Safety Disclosures | 66 | ||||
Item 5. Other Information | 66 | ||||
Item 6. Exhibits | 67 | ||||
Signatures | 68 | ||||
2
Table of Contents
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
GLOSSARY OF TERMS | |||||
The following glossary defines certain acronyms and terms used in this Quarterly Report on Form 10-Q. These acronyms and terms are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. | |||||
| Term | Definition | ||||
| Knight-Swift/the Company/Management/We/Us/Our | Unless otherwise indicated or the context otherwise requires, these terms represent Knight-Swift Transportation Holdings Inc. and its subsidiaries. | ||||
| 2017 Merger | The September 8, 2017 merger of Knight Transportation, Inc. and its subsidiaries and Swift Transportation Company and its subsidiaries, pursuant to which we became Knight-Swift Transportation Holdings Inc. | ||||
| 2025 Debt Agreement | The Company's unsecured credit agreement, entered into on July 8, 2025, consisting of the 2025 Revolver and 2025 Term Loans, which are defined below | ||||
| 2021 Prudential Notes | Third amended and restated note purchase and private shelf agreement, entered into on September 3, 2021 by ACT with unrelated financial entities | ||||
| 2025 Revolver | Revolving line of credit under the 2025 Debt Agreement, maturing on July 8, 2030 | ||||
| 2025 Term Loans | The Company's term loans under the 2025 Debt Agreement, collectively consisting of the 2025 Term Loan A-1 and 2025 Term Loan A-2 | ||||
| 2025 Term Loan A-1 | The Company's term loan under the 2025 Debt Agreement, maturing on July 8, 2030 | ||||
| 2025 Term Loan A-2 | The Company's term loan under the 2025 Debt Agreement, maturing on January 8, 2027 | ||||
| 2025 RSA | Eighth Amendment to the Amended and Restated Receivables Sales Agreement, entered into on October 1, 2025 by Swift Receivables Company II, LLC with unrelated financial entities | ||||
| 2025 RPA | The Receivables Purchase Agreement, entered into on December 31, 2025 by Swift Receivables Company II, LLC with unrelated financial entities | ||||
| 2031 Notes | The Company's $1.5 billion aggregate principal amount of 1.00% Convertible Senior Notes due 2031 | ||||
| 2031 Notes Indenture | The indenture related to the 2031 Notes dated May 8, 2026 between the Company and U.S. Bank Trust Company, National Association, as trustee | ||||
| 2026 Capped Calls | The Company's privately negotiated capped call transactions with certain of the initial purchasers of the 2031 Notes or their respective affiliates and other financial institutions | ||||
| Abilene | Abilene Motor Express, LLC and its related entities | ||||
| ACT or AAA Cooper | AAA Cooper Transportation, and its affiliated entity | ||||
| ACT Acquisition | The Company's acquisition of 100% of the securities of ACT on July 5, 2021 | ||||
| Annual Report | Annual Report on Form 10-K | ||||
| ASC | Accounting Standards Codification | ||||
| ASU | Accounting Standards Update | ||||
| Board | Knight-Swift's Board of Directors | ||||
| DHE | The non-union regional LTL division of Dependable Highway Express, Inc. | ||||
| DHE Acquisition | The acquisition by one of the Company's wholly owned subsidiaries of the operating assets and assumption of certain liabilities of DHE on July 30, 2024 | ||||
| EPS | Earnings Per Share | ||||
| ESPP | Knight-Swift Transportation Holdings Inc. Amended and Restated 2012 Employee Stock Purchase Plan | ||||
| GAAP | United States Generally Accepted Accounting Principles | ||||
| IRS | Internal Revenue Service | ||||
| LTL | Less-than-truckload | ||||
| MME | MME, Inc. and its subsidiary, Midwest Motor Express, Inc. | ||||
| Quarterly Report | Quarterly Report on Form 10-Q | ||||
| RSU | Restricted Stock Unit | ||||
| SEC | United States Securities and Exchange Commission | ||||
| SOFR | Secured overnight financing rate as administered by the Federal Reserve Bank of New York | ||||
| US | The United States of America | ||||
| U.S. Xpress | U.S. Xpress Enterprises, Inc. and its subsidiaries | ||||
| U.S. Xpress Acquisition | The Company's acquisition of 100% of the securities of U.S. Xpress on July 1, 2023 | ||||
| UTXL | UTXL Enterprises, Inc. | ||||
3
Table of Contents Glossary of Terms
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
| PART I FINANCIAL INFORMATION | ||||||||||||||
| ITEM 1. | FINANCIAL STATEMENTS | ||||
Condensed Consolidated Balance Sheets (Unaudited) | ||
| June 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands, except per share data) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Cash and cash equivalents – restricted | |||||||||||
Trade receivables, net of allowance for doubtful accounts of $ | |||||||||||
| Contract balance – revenue in transit | |||||||||||
| Prepaid expenses | |||||||||||
| Assets held for sale | |||||||||||
| Income tax receivable | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Gross property and equipment | |||||||||||
| Less: accumulated depreciation and amortization | ( | ( | |||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use-assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued payroll and purchased transportation | |||||||||||
| Accrued liabilities | |||||||||||
| Claims accruals – current portion | |||||||||||
Finance lease liabilities and long-term debt – current portion | |||||||||||
| Operating lease liabilities – current portion | |||||||||||
| Total current liabilities | |||||||||||
| Revolving line of credit | |||||||||||
| Long-term debt – less current portion | |||||||||||
| Convertible senior notes | |||||||||||
| Finance lease liabilities – less current portion | |||||||||||
| Operating lease liabilities – less current portion | |||||||||||
| Claims accruals – less current portion | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Notes 7, 8, and 9) | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, par value $ | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total Knight-Swift stockholders' equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements (unaudited).
4
Table of Contents Glossary of Terms
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Condensed Consolidated Statements of Comprehensive Income (Unaudited) | ||
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Revenue, excluding truckload and LTL fuel surcharge | $ | $ | $ | $ | |||||||||||||||||||
| Truckload and LTL fuel surcharge | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Salaries, wages, and benefits | |||||||||||||||||||||||
| Fuel | |||||||||||||||||||||||
| Operations and maintenance | |||||||||||||||||||||||
| Insurance and claims | |||||||||||||||||||||||
| Operating taxes and licenses | |||||||||||||||||||||||
| Communications | |||||||||||||||||||||||
| Depreciation and amortization of property and equipment | |||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||
| Rental expense | |||||||||||||||||||||||
| Purchased transportation | |||||||||||||||||||||||
| Impairments | |||||||||||||||||||||||
| Miscellaneous operating expenses | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
Other (expenses) income: | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other (expense) income, net | ( | ( | |||||||||||||||||||||
| Total other expenses, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | |||||||||||||||||||||||
| Net income attributable to Knight-Swift | |||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Dividends declared per share: | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements (unaudited).
5
Table of Contents Glossary of Terms
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Condensed Consolidated Statements of Cash Flows (Unaudited) | ||
| Year-to-Date June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization of property, equipment, and intangibles | |||||||||||
| Gain on sale of property and equipment | ( | ( | |||||||||
| Impairments | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Non-cash lease expense | |||||||||||
| Gain on equity securities | ( | ( | |||||||||
| Other adjustments to reconcile net income to net cash provided by operating activities | |||||||||||
| Increase (decrease) in cash resulting from changes in: | |||||||||||
Trade receivables | ( | ( | |||||||||
| Income tax receivable | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued liabilities and claims accrual | ( | ||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Other assets and liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from sale of property and equipment, including assets held for sale | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Expenditures on assets held for sale | ( | ||||||||||
| Acquisition of leased assets | ( | ||||||||||
| Other cash flows provided by (used in) investing activities | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repayments of finance leases and long-term debt | ( | ( | |||||||||
| Borrowings on revolving lines of credit | |||||||||||
| Repayments on revolving lines of credit | ( | ( | |||||||||
| Borrowings under accounts receivable securitization | |||||||||||
| Repayments of accounts receivable securitization | ( | ||||||||||
| Proceeds from convertible senior notes | |||||||||||
| Purchase of capped calls | ( | ||||||||||
| Proceeds from common stock issued | |||||||||||
| Dividends paid | ( | ( | |||||||||
| Other cash flows used in financing activities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in cash, restricted cash, and equivalents | ( | ( | |||||||||
| Cash, restricted cash, and equivalents at beginning of period | |||||||||||
| Cash, restricted cash, and equivalents at end of period | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements (unaudited).
6
Table of Contents Glossary of Terms
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Condensed Consolidated Statements of Cash Flows (Unaudited) — Continued | ||
| Year-to-Date June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands) | |||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes | |||||||||||
| Non-cash investing and financing activities: | |||||||||||
| Equipment acquired included in accounts payable | $ | $ | |||||||||
| Financing provided to independent contractors for equipment sold | |||||||||||
| Transfers from property and equipment to assets held for sale | |||||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | |||||||||||
| Property and equipment obtained in exchange for finance lease liabilities | |||||||||||
| Property and equipment obtained in exchange for debt and finance lease liabilities reclassified from operating lease liabilities | |||||||||||
| Reconciliation of Cash, Restricted Cash, and Equivalents: | June 30, 2026 | December 31, 2025 | June 30, 2025 | December 31, 2024 | |||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Consolidated Balance Sheets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
Cash and cash equivalents – restricted 1 | |||||||||||||||||||||||
Other long-term assets 1 | |||||||||||||||||||||||
| Consolidated Statements of Cash Flows | |||||||||||||||||||||||
| Cash, restricted cash, and equivalents | $ | $ | $ | $ | |||||||||||||||||||
________
1 Reflects cash and cash equivalents that are primarily restricted for claims payments.
See accompanying notes to condensed consolidated financial statements (unaudited).
7
Table of Contents Glossary of Terms
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) | ||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Knight-Swift Stockholders' Equity | Noncontrolling Interest | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balances – December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Common stock issued to employees | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued to the Board | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under ESPP | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld – RSU settlement | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Employee stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends paid and dividends accrued ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Investment in noncontrolling interest | |||||||||||||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interest | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| 2026 Capped Calls, net of tax | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balances – June 30, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Knight-Swift Stockholders' Equity | Noncontrolling Interest | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balances – December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Common stock issued to employees | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued to the Board | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under ESPP | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld – RSU settlement | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Employee stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends paid and dividends accrued ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Investment in noncontrolling interest | |||||||||||||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interest | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balances – June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements (unaudited).
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) — Continued | ||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Knight-Swift Stockholders' Equity | Noncontrolling Interest | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balances - March 31, 2026 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Common stock issued to employees | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued to the Board | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under ESPP | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld – RSU settlement | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Employee stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends paid and dividends accrued ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Investment in noncontrolling interest | |||||||||||||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interest | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| 2026 Capped Calls, net of tax | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balances – June 30, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Knight-Swift Stockholders' Equity | Noncontrolling Interest | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balances – March 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued to employees | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued to the Board | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under ESPP | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld – RSU settlement | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Employee stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends paid and dividends accrued ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Investment in noncontrolling interest | |||||||||||||||||||||||||||||||||||||||||||||||
| Balances – June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements (unaudited).
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
Note 1 — Introduction and Basis of Presentation
Certain acronyms and terms used throughout this Quarterly Report are specific to the Company, commonly used in the trucking industry, or are otherwise frequently used throughout this document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.
Description of Business
Knight-Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. During the year-to-date period ended June 30, 2026, the Company operated an average of 20,866 tractors (comprised of 18,780 company tractors and 2,086 independent contractor tractors) and 82,125 trailers within the Truckload segment and leasing activities within the All Other Segments. The LTL segment operated an average of 4,273 tractors and 11,368 trailers. Additionally, the Intermodal segment operated an average of 607 tractors and 12,504 intermodal containers. As of June 30, 2026, the Company's four reportable segments were Truckload, LTL, Logistics, and Intermodal.
Basis of Presentation
The condensed consolidated financial statements and footnotes included in this Quarterly Report include the accounts of Knight-Swift Transportation Holdings Inc. and its subsidiaries and should be read in conjunction with the consolidated financial statements and footnotes included in Knight-Swift's 2025 Annual Report. In management's opinion, these condensed consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair statement of the periods presented.
With respect to transactional/durational data, references to years pertain to calendar years. Similarly, references to quarters pertain to calendar quarters.
Change in Annual Goodwill Impairment Testing Date
During the quarter ended June 30, 2026, the Company changed its annual goodwill impairment testing date from June 30 to April 30. Management believes that the new testing date is preferable as it better aligns the annual impairment assessment with the Company's forecasting processes. The change did not result in the acceleration, delay, or avoidance of any impairment charge, and less than twelve months elapsed between the previous annual impairment test and the new annual impairment testing date. The change had no material impact on the Company's condensed consolidated financial statements.
Seasonality
In the full truckload transportation industry, results of operations generally follow a seasonal pattern. Freight volumes in the first quarter are typically lower due to less consumer demand, customers reducing shipments following the holiday season, and inclement weather. At the same time, operating expenses generally increase, and tractor productivity of the Company's Truckload fleet, independent contractors and third-party carriers decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs attributed to higher accident frequency from harsh weather. These factors typically lead to lower operating profitability, as compared to other parts of the year. Additionally, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to holiday shopping trends toward delivery of gifts purchased over the Internet, as well as the length of the holiday season (consumer shopping days between Thanksgiving and Christmas). However, as the Company continues to diversify its business through expansion into the LTL industry, warehousing, and other activities, seasonal volatility has become somewhat more tempered. Additionally, macroeconomic trends and cyclical changes in the trucking industry, including imbalances in supply and demand, can override the seasonality faced in the industry.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Note 2 — Recently Issued Accounting Pronouncements
| Date Issued | Reference | Description | Expected Adoption Date and Method | Financial Statement Impact | ||||||||||||||||||||||
| May 2026 | ASU 2026-02: Environmental Credits and Environmental Credit Obligations (Topic 818) | |||||||||||||||||||||||||
| April 2026 | ASU 2026-01: Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock | |||||||||||||||||||||||||
| July 2025 | ASU 2025-05: Financial Instruments – Credit Losses (Topic 326) | |||||||||||||||||||||||||
1Adopted during the first quarter of 2026.
Since management is continuing to evaluate the impacts of the above standards, disclosures around these preliminary assessments are subject to change.
Note 3 — Income Taxes
Effective Tax Rate — The effective tax rates for the quarters ended June 30, 2026 and June 30, 2025 were 34.1 % and 29.2 %, respectively. The effective tax rates for the year-to-date periods ended June 30, 2026 and 2025 were 34.8 % and 27.5 %, respectively. The current quarter effective tax rate was primarily impacted by an increase in pre-tax income and additional tax expense associated with the mark-to-market adjustment of the U.S. Xpress purchase price obligation.
Valuation Allowance — Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of June 30, 2026 and December 31, 2025, the Company has $12.0 million and $11.9 million, respectively in valuation allowances associated with state operating loss carryforwards which may not be utilized in the future.
Unrecognized Tax Benefits — The Company has unrecognized tax benefits associated with tax credit carryforwards. Management does not expect a decrease in unrecognized tax benefits relating to credits to be necessary within the next twelve months.
Interest and Penalties — The Company did not
Tax Examinations — Certain of the Company's subsidiaries are currently under examination by various state jurisdictions for tax years ranging from 2022 to 2024 . At the completion of these examinations, management does not expect any adjustments which would have a material impact on the Company's effective tax rate. Years subsequent to 2020 remain subject to examination.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Note 4 — Accounts Receivable Securitization
2025 RPA — On December 31, 2025, the Company entered into the 2025 RPA. The 2025 RPA replaced the Restated Receivables Purchase Agreement dated June 14, 2013, and last amended by the Eighth Amendment on October 1, 2025 ("2025 RSA").
As part of the 2025 RPA, the Company's receivable originator subsidiaries sell without recourse, on a continuous revolving basis, all of their rights, title, and interest of their eligible pool of accounts receivable generated in the ordinary course of business ("Eligible Receivables") to Swift Receivables Company II, LLC ("SRCII"), a wholly-owned bankruptcy remote entity. As of June 30, 2026, the Company's Eligible Receivables generally have high credit quality, as determined by the obligor's corporate credit rating. Upon the transfer of the Eligible Receivables to SRCII, the Eligible Receivables are legally isolated from the Company. SRCII in turn sells, assigns, and transfers on a revolving basis its rights, title and interest in and to certain of the Eligible Receivables ("Sold Receivables") on an invoice-by-invoice basis, including all related security and collections with respect to the Sold Receivables to the various unaffiliated third-party financial institutions (the "Purchasers") in exchange for cash. The maximum facility capacity of the 2025 RPA is $575.0 million. The Company sold approximately $541.2 million and $478.2 million in Sold Receivables to the Purchasers as of June 30, 2026 and December 31, 2025, respectively. The Company continues to service the Sold Receivables from the customers, including collection services, but retains no interest in the Sold Receivables, and remits payment to the Purchasers. As cash is collected on Sold Receivables, the Company’s available capacity under 2025 RPA increases, and the Company typically sells additional receivables to the Purchasers.
The sale of the Sold Receivables to the Purchasers qualifies for sale accounting treatment in accordance with ASC 860 – Transfers and Servicing and the associated receivables are derecognized from the Company’s consolidated balance sheet at the time of the sale. Cash receipts from the Purchasers at the time of the sale are classified as operating activities in our consolidated statement of cash flows. The remaining Eligible Receivables not sold and held by SRCII ("Unsold Receivables") were $97.3 million and $60.4 million as of June 30, 2026 and December 31, 2025 respectively, and are included in "Trade receivables, net of allowance for doubtful accounts" in the condensed consolidated balance sheets. Subsequent cash collections of the Unsold Receivables are classified as operating activities in our consolidated statement of cash flows.
The 2025 RPA contains guarantees of payment, not collection by SRCII to the Purchasers ("Guaranteed Obligations"), which are collateralized by the Unsold Receivables. As of June 30, 2026 and December 31, 2025, the fair value of the Guaranteed Obligations was $5.1 million and $5.6 million, respectively, and are included in "Accrued liabilities" in the condensed consolidated balance sheets.
The Company incurs program and yield fees due to the Purchasers related to the Sold Receivables, which are recorded in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. The Company incurred program and yield fees of $5.8 million and $11.0 million during the quarter and year-to-date periods ended June 30, 2026, respectively. In addition, the 2025 RPA includes various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
The following table summarizes the key terms of the 2025 RPA (dollars in thousands):
| 2025 RPA | |||||
| (Dollars in thousands) | |||||
| Effective date | |||||
| Final maturity date | |||||
| Facility capacity | $ | ||||
Unused commitment fee rate 1 | |||||
Program fees on outstanding balances 2 | |||||
1The commitment fee rates are based on the percentage of the maximum facility capacity utilized.
2As identified within the 2025 RPA, the Purchasers can trigger an amendment by identifying and deciding upon a replacement index for SOFR.
Availability under the 2025 RPA is calculated as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands) | |||||||||||
| Facility capacity, based on eligible receivables | $ | $ | |||||||||
Less: cash received from receivables sold | ( | ( | |||||||||
| Availability under 2025 RPA | $ | $ | |||||||||
Note 5 — Debt and Financing
The Company's long-term debt consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands) | |||||||||||
2025 Term Loan A-1, due July 8, 2030, net 1 2 3 | |||||||||||
2025 Term Loan A-2, due January 8, 2027, net 1 3 | |||||||||||
Revenue equipment installment notes 1 4 | |||||||||||
Prudential Notes, net 1 | |||||||||||
| Other | |||||||||||
| Total long-term debt, including current portion | |||||||||||
| Less: current portion of long-term debt | ( | ( | |||||||||
| Long-term debt, less current portion | $ | $ | |||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands) | |||||||||||
| Total long-term debt, including current portion | $ | $ | |||||||||
2025 Revolver, due July 8, 2030 1 5 | |||||||||||
| Long-term debt, including revolving line of credit | $ | $ | |||||||||
1Refer to Note 12 for information regarding the fair value of debt.
2As of June 30, 2026, the carrying amount of the 2025 Term Loan A-1 was net of $0.6 million in deferred loan costs.
3As of December 31, 2025, the carrying amounts of the 2025 Term Loan A-1 and 2025 Term Loan A-2 were net of $1.9 million and $0.6 million in deferred loan costs, respectively.
4The revenue equipment installment loans were assumed at the close of the U.S. Xpress Acquisition and have a weighted average interest rate of 5.56 % and 5.19 % as of June 30, 2026 and December 31, 2025, respectively.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
5The Company also had outstanding letters of credit of $14.7 million and $18.3 million under the 2025 Revolver, primarily related to workers' compensation and self-insurance liabilities for both June 30, 2026 and December 31, 2025, respectively. The Company also had outstanding letters of credit of $194.8 million and $191.1 million under a separate bilateral agreement which do not impact the availability of the 2025 Revolver as of June 30, 2026 and December 31, 2025, respectively.
Credit Agreements
2025 Debt Agreement — On July 8, 2025, the Company entered into the $2.5 billion 2025 Debt Agreement (an unsecured credit facility) with a group of banks, replacing the Company's prior debt agreements. The 2025 Debt Agreement included the 2025 Term Loan A-2 which was paid off on May 8, 2026 with the proceeds from the 2031 Notes. Refer to Note 6 for more information regarding the 2031 Notes. The following table presents the key terms of the 2025 Debt Agreement:
| 2025 Term Loan A-1 | 2025 Revolver 2 | ||||||||||
| 2025 Debt Agreement Terms | (Dollars in thousands) | ||||||||||
| Maximum borrowing capacity | $ | $ | |||||||||
| Final maturity date | |||||||||||
| Interest rate margin reference rate | |||||||||||
Interest rate minimum margin 1 | |||||||||||
Interest rate maximum margin 1 | |||||||||||
Minimum principal payment — amount 3 | $ | $ | |||||||||
Minimum principal payment — frequency 3 | |||||||||||
Minimum principal payment — commencement date 3 | |||||||||||
1The interest rate margin for the 2025 Term Loan and 2025 Revolver is based on the Company's consolidated leverage ratio. As of June 30, 2026, interest accrued at 4.92 % on the 2025 Term Loan A-1 and 4.95 % on the 2025 Revolver.
2The commitment fee for the unused portion of the 2025 Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.1 % to 0.2 %. As of June 30, 2026, commitment fees on the unused portion of the 2025 Revolver accrued at 0.15 % and outstanding letter of credit fees accrued at 1.30 %.
3The Company has prepaid all scheduled quarterly principal payments under the 2025 Term Loan A‑1; accordingly, no additional principal payments are due prior to maturity.
The 2025 Debt Agreement contains certain financial covenants with respect to a maximum net leverage ratio and a minimum consolidated interest coverage ratio. The 2025 Debt Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock repurchases, and equipment financing. In addition to the financial covenants, the 2025 Debt Agreement includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the 2025 Debt Agreement may be accelerated, and the lenders' commitments may be terminated. The 2025 Debt Agreement contains certain usual and customary restrictions and covenants relating to, among other things, dividends (which are restricted only if a default or event of default occurs and is continuing or would result therefrom), liens, affiliate transactions, and other indebtedness. As of June 30, 2026, the Company was in compliance with the covenants under the 2025 Debt Agreement.
Borrowings under the 2025 Debt Agreement are made by Knight-Swift Transportation Holdings Inc. and are guaranteed by certain of the Company's material domestic subsidiaries (other than its captive insurance subsidiaries, driving academy subsidiary, and bankruptcy-remote special purpose subsidiary).
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
U.S. Xpress' Revenue Equipment Installment Notes — In connection with the U.S. Xpress Acquisition, the Company assumed revenue equipment installment notes with various lenders to finance tractors and trailers. Payments are due in monthly installments with final maturities at various dates through March 15, 2028, and the notes are secured by related revenue equipment with a net book value of $64.1 million as of June 30, 2026. Terms generally range from 48 months to 84 months. The interest rates as of June 30, 2026 range from 2.87 % to 7.17 %.
2021 Prudential Notes — The 2021 Prudential Notes previously allowed ACT to borrow up to $125 million, less amounts currently outstanding with Prudential Capital Group, provided that certain financial ratios are maintained. The final 2021 Prudential Note has an interest rate of 4.05 % and a maturity date of January 2028. The final 2021 Prudential Note is unsecured and contains usual and customary restrictions on, among other things, the ability to make certain payments to stockholders, similar to the provisions of the Company's 2025 Debt Agreement. As of June 30, 2026, the Company was in compliance with the covenants under the final 2021 Prudential Note.
Fair Value Measurement — See Note 12 for fair value disclosures regarding the Company's debt instruments.
Note 6 — Convertible Senior Notes
The Company's 2031 Convertible Senior Notes consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands) | |||||||||||
2031 Notes, due November 15, 2031 1 2 | $ | ||||||||||
1Refer to Note 12 for information regarding the fair value of debt.
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Contractual interest expense related to the 2031 Notes | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of debt discount and issuance costs related to the 2031 Notes | |||||||||||||||||||||||
2031 Notes interest expense 1 | $ | $ | $ | $ | |||||||||||||||||||
1The "2031 Notes interest expense" is recorded in "Interest expense" in the condensed consolidated statements of comprehensive income.
2031 Convertible Senior Notes
On May 8, 2026 , the Company completed its private offering (the "Offering") of the 2031 Notes with a face value of $1.5 billion. The 2031 Notes were issued pursuant to the 2031 Notes Indenture.
The 2031 Notes are general senior unsecured obligations of the Company and will mature on November 15, 2031 , unless earlier converted, redeemed or repurchased. The 2031 Notes will bear interest at a rate of 1.00 % per year, payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026 .
Holders may convert all or any portion of their 2031 Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2031 only under the following circumstances:
•during any calendar quarter commencing after the calendar quarter ending on September 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2031 Notes on each applicable trading day;
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
•during the five business day period after any ten consecutive trading day period (the "measurement period") in which the "trading price" (as defined in the 2031 Notes Indenture) per $1,000 principal amount of the 2031 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day;
•if the Company calls such 2031 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2031 Notes called (or deemed called) for redemption; or
•upon the occurrence of specified corporate events as set forth in the 2031 Notes Indenture.
On or after August 15, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2031 Notes may convert all or any portion of their 2031 Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2031 Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2031 Notes being converted, in the manner and subject to the terms and conditions provided in the 2031 Notes Indenture.
The initial conversion rate for the 2031 Notes is 12.4835 shares of the Company’s common stock per $1,000 principal amount of 2031 Notes, which is equivalent to an initial conversion price of approximately $80.11 per share of common stock. The initial conversion price of the 2031 Notes represents a premium of approximately 30% over the last reported sale price of $61.62 per share of common stock on the NYSE on May 5, 2026.
The conversion rate for the 2031 Notes is subject to adjustment in some events in accordance with the terms of the 2031 Notes Indenture but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date of the 2031 Notes or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate of the 2031 Notes for a holder who elects to convert its 2031 Notes in connection with such a corporate event or convert its 2031 Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.
The Company may not redeem the 2031 Notes prior to May 21, 2029 . The Company may redeem for cash all or any portion of the 2031 Notes (subject to certain limitations described in the 2031 Notes Indenture), at its option, on a redemption date on or after May 21, 2029 and before the 31st scheduled trading day immediately prior to the maturity date if the last reported sale price of the common stock has been at least 130% of the conversion price for the 2031 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2031 Notes.
If the Company undergoes a "fundamental change" (as defined in the 2031 Notes Indenture), then, subject to certain conditions and except as described in the 2031 Notes Indenture, holders may require the Company to repurchase for cash all or any portion of their 2031 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2031 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2031 Notes Indenture includes customary covenants and sets forth certain events of default.
The net proceeds from the Offering were approximately $1.47 billion after deducting the initial purchasers’ discounts and commissions and offering expenses payable by the Company. The Company used $107.1 million of the net proceeds to pay the cost of the capped call transactions described below. The Company used the remaining net proceeds to repay all $300.0 million principal amount outstanding of the 2025 Term Loan A-2, repay $436.0 million of the $700.0 million principal amount outstanding of the 2025 Term Loan A-1, and repay all $620.0 million of the principal amount then outstanding under the 2025 Revolver as of May 8, 2026.
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Debt discount to the initial purchasers and debt issuance costs related to the 2031 Notes totaled $35.1 million at inception and are amortized to interest expense using the effective interest method over the contractual term. The effective interest rate during the quarter ended June 30, 2026 was 1.42 %.
During the quarter ended June 30, 2026, the 2031 Notes did not meet any of the circumstances that would allow for a conversion.
Capped Call Transactions
In connection with the Offering, the Company entered into the 2026 Capped Calls at a cost of approximately $107.1 million. The 2026 Capped Calls cover, subject to customary adjustments substantially similar to those applicable to the 2031 Notes, the number of shares of common stock underlying the 2031 Notes. The 2026 Capped Calls are expected to generally reduce the potential dilution to the Company's common stock upon any conversion of the 2031 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2031 Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to approximately $104.75 per share, which represents a premium of 70% over the last reported sale price of the common stock of $61.62 per share on the NYSE on May 5, 2026, and is subject to certain adjustments under the terms of the 2026 Capped Calls. The Company elected to integrate the 2026 Capped Calls with the 2031 Notes for US federal income tax purposes. Accordingly, the premium paid by the Company for the 2026 Capped Calls will be treated, for US federal income tax purposes, as original issue discount, generally deductible over the term of the 2031 Notes.
The 2026 Capped Calls meet the criteria for equity classification with the cost initially recorded as a reduction to additional paid-in-capital within the consolidated balance sheets, net of the deferred tax impact of $26.2 million associated with the integration of the 2026 Capped Calls with the 2031 Notes. Due to their classification in equity, the 2026 Capped Calls are not remeasured in subsequent reporting periods.
Note 7 — Defined Benefit Pension Plan
Net periodic pension income and benefits paid during the quarter and year-to-date periods ended June 30, 2026 and 2025 were immaterial.
Assumptions
A weighted-average discount rate of 4.25 % was used to determine benefit obligations as of June 30, 2026.
The following weighted-average assumptions were used to determine net periodic pension cost:
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Discount rate | % | % | % | % | |||||||||||||||||||
| Expected long-term rate of return on pension plan assets | % | % | % | % | |||||||||||||||||||
Settlement
During the year-to-date period ended June 30, 2026, the Company completed a settlement of a portion of its defined benefit pension plan obligations. The settlement was executed through the purchase of group annuity contracts from a third‑party, which transferred the related benefit obligations and associated plan assets.
As a result of the settlement, the Company recognized pension settlement charges during the quarter and year-to-date periods ended June 30, 2026 of $0.4 million and $0.8 million, respectively. These settlement charges are included in "Salaries, wages, and benefits" in the Company's condensed consolidated statements of comprehensive income. This charge primarily reflects the accelerated recognition of previously unrecognized actuarial losses and prior service costs that were recorded in accumulated other comprehensive income.
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Following the settlements, the Company’s projected benefit obligation and plan assets were both reduced by $33.0
The settlement significantly reduced the Company’s exposure to future changes in interest rates, longevity assumptions, and asset return volatility associated with the pension plan. The termination of the pension plan is expected to be finalized during the quarter ended September 30, 2026.
Refer to Note 12 for additional information regarding fair value measurements of the Company's investments.
Note 8 — Purchase Commitments
As of June 30, 2026, the Company had outstanding commitments to purchase revenue equipment of $402.0 270.4 million of which were tractor commitments), and none
As of June 30, 2026, the Company had outstanding commitments to purchase facilities and non-revenue equipment of $79.9 55.1 million from 2027 through 2028, $6.3 million from 2029 through 2030, and none thereafter. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.
Note 9 — Contingencies and Legal Proceedings
Legal Proceedings
The Company is party to certain legal proceedings incidental to its business. The majority of these claims relate to bodily injury, property damage, cargo and workers' compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.
Based on management's present knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of open claims and pending litigation, taking into account existing reserves, is not likely to have a materially adverse impact on the Company's condensed consolidated financial statements. However, any future claims or adverse developments in existing claims could impact this analysis. There are inherent uncertainties in these legal matters, some of which are beyond management's control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. The Company's financial position, cash flows or results of operations could be materially affected in any particular period by future claims or the adverse development or ultimate resolution of one or more of these contingencies.
The Company has made accruals with respect to its legal matters where appropriate, as well as legal fees which are included in "Accrued liabilities" in the condensed consolidated balance sheets. The Company has recorded an aggregate accrual of approximately $5.9 million, relating to the Company's outstanding legal proceedings as of June 30, 2026.
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Third-Party Carrier Insurance Commitments
During 2024, the Company finalized the terms for transactions with the insurer under the third-party reinsurance agreement covering auto liability associated with the Company's third-party carrier insurance business. The first agreement finalized on February 14, 2024, effectively transferred $161.1 million in third-party auto liability insurance claim liabilities to the insurer for policy periods from October 1, 2020 through March 31, 2023. The transfer of these liabilities was funded by conveying to the insurer the corresponding restricted cash held in trust for payment of the third-party insurance claims. A second agreement finalized on December 28, 2024, effectively transferred the remaining $77.2 million in third-party auto liability insurance claim liabilities to the insurer for the policy period of April 1, 2023 through March 31, 2024. The transfer of these liabilities was funded by conveying to the insurer the corresponding restricted cash held in trust for payment of the third-party insurance claims in installments from December 30, 2024 through October 1, 2025. The Company remains responsible for potential additional premiums and aggregate reinsurance amounts above agreed loss development thresholds depending upon the ultimate development of claims. The maximum potential additional premium under each transfer agreement is $14.0 million. As of June 30, 2026 and December 31, 2025, the Company has recorded a loss contingency liability of $14.0
Note 10 — Share Repurchase Plans
In April 2022, the Board approved the repurchase of up to $350.0 million of the Company's outstanding common stock (the "2022 Knight-Swift Share Repurchase Plan").
The Company made no no
As of June 30, 2026 and December 31, 2025, the Company had $200.0
Note 11 — Weighted Average Shares Outstanding
Earnings per share, basic and diluted, as presented in the condensed consolidated statements of comprehensive income, are calculated by dividing net income attributable to Knight-Swift by the respective weighted average common shares outstanding during the period.
The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding:
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||
| Dilutive effect of equity awards | |||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
Anti-dilutive effect of outstanding equity awards 1 | |||||||||||||||||||||||
Anti-dilutive effect of 2031 Notes 2 | |||||||||||||||||||||||
Anti-dilutive shares excluded from earnings per diluted share | |||||||||||||||||||||||
1Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented.
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Refer to Note 6 for more information regarding the 2031 Notes and 2026 Capped Calls agreements and Note 12 for fair value information regarding the 2031 Notes and 2026 Capped Calls.
Note 12 — Fair Value Measurement
The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||
| Condensed Consolidated Balance Sheets Caption | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||||||||
Equity method investments 1 | Other long-term assets | $ | $ | $ | $ | ||||||||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||||||||
2025 Term Loan A-1, due July 8, 2030 1 2 3 | Long-term debt – less current portion | ||||||||||||||||||||||||||||
2025 Term Loan A-2, due January 8, 20271 3 | Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion | ||||||||||||||||||||||||||||
2031 Notes, due November 15, 2031 1 4 | Convertible senior notes | ||||||||||||||||||||||||||||
| 2025 Revolver, due July 8, 2030 | Revolving line of credit | ||||||||||||||||||||||||||||
Revenue equipment installment notes 5 | Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion | ||||||||||||||||||||||||||||
2021 Prudential Notes 1 6 | Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion | ||||||||||||||||||||||||||||
Mandatorily redeemable contingent consideration 7 | Other long-term liabilities | ||||||||||||||||||||||||||||
Contingent consideration 7 | Other long-term liabilities | ||||||||||||||||||||||||||||
1Level 2 inputs used to estimate the fair value.
2As of June 30, 2026, the carrying amount of the 2025 Term Loan A-1 was net of $0.6 million in deferred loan costs.
3As of December 31, 2025, the carrying amounts of the 2025 Term Loan A-1 and 2025 Term Loan A-2 were net of $1.9 million and $0.6 million in deferred loan costs, respectively.
4As of June 30, 2026, the carrying amounts of the 2031 Notes were net of $1.3 million in unamortized debt issuance costs and $32.9 million of unamortized debt discount.
5As of June 30, 2026, the carrying amount of the revenue equipment installment notes included $0.1 million in fair value adjustments. As of December 31, 2025, the carrying amount of the revenue equipment installment notes included $0.2 million in fair value adjustments.
6As of June 30, 2026, the carrying amount of the final 2021 Prudential Note included $0.2 million in fair value adjustments. As of December 31, 2025, the carrying amount of the 2021 Prudential Notes included $0.3 million in fair value adjustments.
7The contingent consideration is primarily related to the U.S. Xpress Acquisition.
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Recurring Fair Value Measurements (Assets) — As of June 30, 2026 and December 31, 2025, there were no
Recurring Fair Value Measurements (Liabilities) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of liabilities measured on a recurring basis as of June 30, 2026 and December 31, 2025:
| Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||
| Estimated Fair Value | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| As of June 30, 2026 | |||||||||||||||||||||||
Mandatorily redeemable contingent consideration 1 2 | $ | $ | $ | $ | |||||||||||||||||||
Contingent consideration 1 | $ | $ | $ | $ | |||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
Mandatorily redeemable contingent consideration 1 2 | $ | $ | $ | $ | |||||||||||||||||||
Contingent consideration 1 | $ | $ | $ | $ | |||||||||||||||||||
1The Company measures contingent consideration liabilities at fair value each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a probability weighted value analysis as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are forecasted operating income and net income over the earnout period, and the probability outcome percentages assigned to each scenario. Significant increases or decreases to either of these inputs would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities. Ultimately, the liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded in earnings for business combinations.
The following is a rollforward for the summary of changes in the fair value of the Company's contingent consideration liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions:
| 2026 | 2025 | ||||||||||
| Beginning balance | $ | $ | |||||||||
Change in fair value of contingent consideration (a) | |||||||||||
| Ending balance | $ | $ | |||||||||
(a)The fair values of the mandatorily redeemable contingent consideration and other contingent consideration related to the U.S. Xpress Acquisition are based on Monte Carlo simulations that measure the present value of the expected future payments to be made in accordance with the provisions outlined in the purchase agreement, which is a Level 3 fair value measurement. In determining fair value, the Company estimates the future performance using financial projections developed by management about operating income and net income and the volatility associated with operating income and net income. The Company completes this valuation every six months with the next valuation being completed on December 31, 2026.
As of June 30, 2026, the Company used volatility rates of 35.0 % and 48.0 % for operating income and net income, respectively. The Company estimates future payments using the earnout formula and performance targets specified in the purchase agreement and these financial projections. These payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of U.S. Xpress to achieve the targets. As of June 30, 2026, the Company used a risk-adjusted discount rate of 5.9 %. Changes in financial projections or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration. The $22.8 million change in fair value of contingent consideration is included in "Other (expense) income, net" in the condensed consolidated statements of comprehensive income for the quarter and year-to-date periods ended June 30, 2026.
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2As of December 31, 2024, the call option has expired and the mandatorily redeemable contingent consideration is now in the put option period.
Nonrecurring Fair Value Measurements (Assets) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of June 30, 2026 and December 31, 2025:
| Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||||||||
| Estimated Fair Value | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Total Loss | |||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||
| As of June 30, 2026 | |||||||||||||||||||||||||||||
Equipment 1 | $ | $ | $ | $ | $ | ( | |||||||||||||||||||||||
Intangible Assets 2 | $ | ||||||||||||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||||||||
Buildings 3 | $ | $ | $ | $ | $ | ( | |||||||||||||||||||||||
Operating lease right-of-use assets 4 | ( | ||||||||||||||||||||||||||||
Software 5 | ( | ||||||||||||||||||||||||||||
Intangible Assets 6 | |||||||||||||||||||||||||||||
Equipment 7 | ( | ||||||||||||||||||||||||||||
Goodwill 8 | ( | ||||||||||||||||||||||||||||
1Reflects the non-cash impairment of revenue equipment (within the Truckload segment).
2Reflects non-cash impairments related to intangible assets (within the All Other segments).
3Reflects non-cash impairments related to certain real property (within the Truckload segment).
4Reflects non-cash impairments related to certain real property leases (within the Truckload segment).
5Reflects non-cash impairment of discontinued software projects (within the Intermodal Segment).
6Reflects non-cash impairment of 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), and intangible assets associated with Abilene as a result of the decision to cease its operations and combine it into the Swift business (within the Truckload segment).
7Reflects the non-cash impairment of revenue equipment (within the Truckload segment and the All Other Segments).
8Reflects the non-cash impairment of goodwill associated with Abilene as discussed above (within the Truckload segment).
Nonrecurring Fair Value Measurements (Liabilities) — As of June 30, 2026 and December 31, 2025, the Company had no
Gain on Sale of Property and Equipment — Net gains on disposals of operating property and equipment, including disposals of operating property and equipment classified as assets held for sale, are reported in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. The Company recorded net gains on disposals of operating property and equipment of:
•$23.4 million and $11.7 million for the quarters ended June 30, 2026 and 2025, respectively.
•$30.5 million and $27.3 million for the year-to-date periods ended June 30, 2026 and 2025, respectively.
Net gains on disposals of non-operating property and equipment are reported in "Other (expense) income, net" in the condensed consolidated statements of comprehensive income. The Company recorded net gains on disposals of non-operating property and equipment of:
•$0.8 million and $6.5 million for the quarters ended June 30, 2026 and 2025, respectively.
•$1.7 million and $6.5 million for the year-to-date periods ended June 30, 2026 and 2025, respectively.
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Fair Value of Pension Plan Assets — The following table sets forth by level the fair value hierarchy of ACT's pension plan financial assets accounted for at fair value on a recurring basis. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ACT's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels.
| Fair Value Measurements at Reporting Date Using: | |||||||||||||||||||||||
| Estimated Fair Value | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| As of June 30, 2026 | |||||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| Total pension plan assets | $ | $ | $ | $ | |||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Fixed income funds | $ | $ | $ | $ | |||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| Total pension plan assets | $ | $ | $ | $ | |||||||||||||||||||
Note 13 — Related Party Transactions
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Provided by Knight-Swift | Received by Knight-Swift | Provided by Knight-Swift | Received by Knight-Swift | Provided by Knight-Swift | Received by Knight-Swift | Provided by Knight-Swift | Received by Knight-Swift | ||||||||||||||||||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
Facility and Equipment Leases | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Other Services | |||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Receivable | Payable | Receivable | Payable | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
Certain affiliates 1 | $ | $ | $ | $ | |||||||||||||||||||
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Note 14 — Financial Information by Segment and Geography
Segment Information
| Quarter Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) by segment: | Truckload | LTL | Logistics | Intermodal | All Other Segments | Eliminations | Total | ||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
Less 1: | |||||||||||||||||||||||||||||||||||||||||
| Salaries, wages, and benefits | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Fuel | |||||||||||||||||||||||||||||||||||||||||
Operations and maintenance 2 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Insurance and claims | ( | ||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization of property and equipment | |||||||||||||||||||||||||||||||||||||||||
| Purchased transportation | ( | ||||||||||||||||||||||||||||||||||||||||
Other segment items 2 3 | ( | ||||||||||||||||||||||||||||||||||||||||
| Total operating expense | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Operating ratio | |||||||||||||||||||||||||||||||||||||||||
| Quarter Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) by segment: | Truckload | LTL | Logistics | Intermodal | All Other Segments | Eliminations | Total | ||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
Less 1: | |||||||||||||||||||||||||||||||||||||||||
| Salaries, wages, and benefits | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Fuel | |||||||||||||||||||||||||||||||||||||||||
Operations and maintenance 2 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Insurance and claims | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization of property and equipment | |||||||||||||||||||||||||||||||||||||||||
| Purchased transportation | ( | ||||||||||||||||||||||||||||||||||||||||
Other segment items 2 3 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total operating expense | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Operating ratio | |||||||||||||||||||||||||||||||||||||||||
1The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
2The credits within All Other Segments represent allocations within corporate to the other segments .
3Other segment items for each reportable segment include operating taxes and licenses, communications, amortization of intangibles, rental expense, impairments, and other miscellaneous operating expenses.
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| Year-to-Date June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) by segment: | Truckload | LTL | Logistics | Intermodal | All Other Segments | Eliminations | Total | ||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
Less 1: | |||||||||||||||||||||||||||||||||||||||||
| Salaries, wages, and benefits | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Fuel | |||||||||||||||||||||||||||||||||||||||||
Operations and maintenance 2 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Insurance and claims | ( | ||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization of property and equipment | |||||||||||||||||||||||||||||||||||||||||
| Purchased transportation | ( | ||||||||||||||||||||||||||||||||||||||||
Other segment items 2 3 | ( | ||||||||||||||||||||||||||||||||||||||||
| Total operating expense | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Operating ratio | |||||||||||||||||||||||||||||||||||||||||
| Year-to-Date June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) by segment: | Truckload | LTL | Logistics | Intermodal | All Other Segments | Eliminations | Total | ||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
Less 1: | |||||||||||||||||||||||||||||||||||||||||
| Salaries, wages, and benefits | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Fuel | |||||||||||||||||||||||||||||||||||||||||
Operations and maintenance 2 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Insurance and claims | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization of property and equipment | |||||||||||||||||||||||||||||||||||||||||
| Purchased transportation | ( | ||||||||||||||||||||||||||||||||||||||||
Other segment items 2 3 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total operating expense | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Operating ratio | |||||||||||||||||||||||||||||||||||||||||
1The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
2The credits within All Other Segments represent allocations within corporate to the other segments.
3Other segment items for each reportable segment include operating taxes and licenses, communications, amortization of intangibles, rental expense, impairments, and other miscellaneous operating expenses.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Geographical Information
In the aggregate, total revenue from the Company's international operations was less than 5.0 5.0
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| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | ||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | ||
This Quarterly Report contains certain statements that may be considered "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Section 27A of the Securities Act of 1933, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation:
•any projections of or guidance regarding earnings, earnings per share, revenues, cash flows, dividends, capital expenditures, or other financial items,
•any statement of plans, strategies, and objectives of management for future operations,
•any statements concerning proposed acquisition plans, new services, or developments,
•any statements regarding future economic conditions or performance, and
•any statements of belief and any statements of assumptions underlying any of the foregoing.
In this Quarterly Report, forward-looking statements include, but are not limited to, statements we make concerning:
•our ability to gain market share and adapt to market conditions, the ability of our infrastructure to support future growth, future market position, and the ability, desire, and effects of expanding our service offerings (including expansion of our LTL network), whether we grow organically or through potential acquisitions,
•our ability to recruit and retain qualified driving associates,
•future safety performance,
•future performance of our segments or businesses,
•future capital expenditures, equipment prices (including used equipment) and availability, our equipment purchasing or leasing plans, and mix of our owned versus leased revenue equipment, and our equipment turnover,
•the impact of pending legal proceedings,
•future insurance claims, coverage, coverage limits, premiums, and self-insured retention limits, including the potential impact of adverse developments in our prior period claims,
•the expected freight environment, including freight demand, capacity, seasonality, and volumes,
•economic conditions and growth, including future inflation, consumer spending, supply chain conditions, inventory levels or management, labor supply and relations, and trade policy,
•expected liquidity and methods for achieving sufficient liquidity, including our expected need or desire to incur indebtedness, our ability to comply with debt covenants, and the expected impact of the 2031 Notes,
•future fuel prices and availability and the expected impact of fuel efficiency initiatives,
•future expenses, including depreciation and amortization, purchased transportation, impairments, interest rates, cost structure, and our ability to control costs,
•future rates, operating profitability and margin, load count, asset utilization, and return on capital,
•future third-party service provider relationships and availability, including pricing terms,
•future contracted pay rates with independent contractors, ability to lease equipment to independent contractors, and compensation arrangements with driving associates,
•future capital allocation, capital structure, capital requirements, and growth strategies and opportunities,
•future share repurchases and dividends,
•future tax rates,
•expected tractor and trailer fleet age, fleet size, and demand for trailer fleet,
•future investment in and deployment of new or updated technology or services,
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•future classification of our independent contractors, including the impact of new laws and regulations regarding classification,
•political conditions and regulations, including conflicts, trade regulation, quotas, duties, or tariffs, and any future changes to the foregoing,
•integration efforts related to prior acquisitions and any future effects of such acquisitions, and
•others.
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.
All such forward-looking statements speak only as of the date of this Quarterly Report. You are cautioned not to place undue reliance on such forward-looking statements. We expressly disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein, to reflect any change in our expectations with regard thereto, or any change in the events, conditions, or circumstances on which any such statement is based.
Reference to Glossary of Terms | ||
Certain acronyms and terms used throughout this Quarterly Report are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.
Reference to Annual Report | ||
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements (unaudited) and footnotes included in this Quarterly Report, as well as the consolidated financial statements and footnotes included in our 2025 Annual Report.
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Executive Summary | ||
Company Overview
Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple full truckload, LTL, intermodal, and other complementary services. Our objective is to operate our business with industry-leading margins, continue organic growth, and continue growth through acquisitions while providing safe, high-quality, cost-effective solutions for our customers. Knight-Swift uses a nationwide network of business units and terminals in the US and Mexico to serve customers throughout North America. In addition to operating one of the country's largest truckload fleets, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors. Our four reportable segments are Truckload, LTL, Logistics, and Intermodal. Additionally, we have various other operating segments, included within our All Other Segments.
Key Financial Highlights — Year-to-Date June 30, 2026
Consolidated operating income decreased 4.2% to $133.4 million during the first half of 2026, as compared to the same period last year. Net income attributable to Knight-Swift decreased 35.5% to $41.9 million.
•Truckload — 95.0% operating ratio during the first half of 2026. The Adjusted Operating Ratio1 was 93.6%, with a 1.3% year-over-year increase in revenue, excluding fuel surcharge and intersegment transactions.
•LTL — 97.7% operating ratio during the first half of 2026. The Adjusted Operating Ratio1 deteriorated 210 basis points year-over-year to 95.7%, primarily due to $18.0 million of expense for adverse claims development in our LTL 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 first half of 2026. The Adjusted Operating Ratio1 was 96.3% with a gross margin of 16.0%. Revenue decreased 1.0% year-over-year driven by a 17.7% decline in load count, partially offset by a 19.7% increase in revenue per load.
•Intermodal — 100.4% operating ratio during the first half of 2026, as year-over-year load count and revenue per load increased 10.0% and 7.4%, respectively.
•All Other Segments — Operating loss was $17.5 million during the first half of 2026 compared to operating income of $12.8 million during the comparable period of 2025, largely as a result of 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.
•Liquidity and Capital — During the first half of 2026, we generated $450.4 million in operating cash flows and Free Cash Flow1 of $190.4 million. From a financing perspective, during the first half of 2026 we issued $1.5 billion face amount of convertible 1.0% notes due November 2031, and we made $626.0 million of net payments on our 2025 Revolver, $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 outstanding investment in the accounts receivable securitization program. As of June 30, 2026, we had a balance of $186.1 million in unrestricted cash and cash equivalents, $2.2 billion face value outstanding debt, net of unrestricted cash, and $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.
________
1Refer to "Non-GAAP Financial Measures" below.
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Key Financial Data and Operating Metrics
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| GAAP financial data: | (Dollars in thousands, except per share data) | ||||||||||||||||||||||
| Total revenue | $ | 2,095,712 | $ | 1,861,940 | $ | 3,945,935 | $ | 3,686,302 | |||||||||||||||
| Revenue, excluding truckload and LTL fuel surcharge | $ | 1,764,387 | $ | 1,672,201 | $ | 3,402,419 | $ | 3,305,164 | |||||||||||||||
| Net income attributable to Knight-Swift | $ | 43,189 | $ | 34,243 | $ | 41,872 | $ | 64,882 | |||||||||||||||
| Earnings per diluted share | $ | 0.26 | $ | 0.21 | $ | 0.26 | $ | 0.40 | |||||||||||||||
| Operating ratio | 95.0 | % | 96.1 | % | 96.6 | % | 96.2 | % | |||||||||||||||
| Non-GAAP financial data: | |||||||||||||||||||||||
Adjusted Net Income Attributable to Knight-Swift 1 | $ | 102,752 | $ | 57,179 | $ | 117,014 | $ | 102,551 | |||||||||||||||
Adjusted EPS 1 | $ | 0.63 | $ | 0.35 | $ | 0.72 | $ | 0.63 | |||||||||||||||
Adjusted Operating Ratio 1 | 91.4 | % | 93.8 | % | 94.1 | % | 94.2 | % | |||||||||||||||
| Revenue equipment statistics by segment: | |||||||||||||||||||||||
| Truckload | |||||||||||||||||||||||
Average tractors 2 | 20,705 | 21,311 | 20,866 | 21,610 | |||||||||||||||||||
Average trailers 3 | 81,962 | 85,449 | 82,125 | 85,689 | |||||||||||||||||||
| LTL | |||||||||||||||||||||||
Average tractors 4 | 4,307 | 4,193 | 4,273 | 4,108 | |||||||||||||||||||
Average trailers 5 | 11,454 | 10,962 | 11,368 | 10,969 | |||||||||||||||||||
| Intermodal | |||||||||||||||||||||||
| Average tractors | 619 | 602 | 607 | 612 | |||||||||||||||||||
| Average containers | 12,498 | 12,543 | 12,504 | 12,544 | |||||||||||||||||||
1Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, and Adjusted Operating Ratio are non-GAAP financial measures and should not be considered alternatives, or superior to, the most directly comparable GAAP financial measures. However, management believes that presentation of these non-GAAP financial measures provides useful information to investors regarding the Company's results of operations. Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, and Adjusted Operating Ratio are reconciled to the most directly comparable GAAP financial measures under "Non-GAAP Financial Measures," below.
2Our tractor fleet within the Truckload segment had a weighted average age of 2.8 years and 2.7 years as of June 30, 2026 and 2025, respectively.
3Our average trailers includes 8,041 and 9,549 trailers related to leasing activities recorded within our All Other Segments for the quarters ended June 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 10.2 years and 9.5 years as of June 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 3.8 years and 4.5 years as of June 30, 2026 and 2025, respectively. Our LTL tractor fleet includes 650 and 660 tractors from ACT's dedicated and other businesses for the quarters ended June 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.
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5Our LTL trailer fleet had a weighted average age of 7.7 years and 8.2 years as of June 30, 2026 and 2025, respectively. Our LTL trailer fleet includes 1,356 and 1,039 trailers from ACT's dedicated and other businesses for the quarters ended June 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.
Market Trends and Company Outlook
Market Trends
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.
Against this backdrop, truckload pricing activity accelerated during the quarter as annual bid cycles progressed and mini-bid and turnback activity increased. Unlike recent periods characterized by excess capacity and heightened pricing competition, bid activity increasingly reflected shippers' efforts to secure reliable capacity amid tightening market conditions. We remain focused on disciplined pricing, network efficiency, and aligning freight opportunities with our operating strategy while navigating these changing 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.
Overall, freight markets continued to rebalance during the second quarter as industry capacity tightened and pricing conditions improved. While market conditions remain subject to uncertainty related to economic activity, fuel costs, regulatory developments, and seasonal demand patterns, industry indicators and customer activity generally reflected a more constructive environment than experienced during recent periods.
Company Outlook
Our Company outlook for the third quarter of 2026 includes the following:
Truckload
•Truckload Segment revenue, excluding fuel surcharge, up mid single digit percent year-over-year with Adjusted Operating Ratio improving 650 - 750 basis points year-over-year in third quarter.
LTL
•LTL Segment revenue, excluding fuel surcharge, up low single digit percent year-over-year with Adjusted Operating Ratio in low 90's for third quarter.
Logistics
•Logistics Segment revenue and Adjusted Operating Ratio fairly stable sequentially in third quarter.
Intermodal
•Intermodal Segment revenue up low single-digit percent sequentially with Adjusted Operating Ratio improving slightly sequentially in third quarter.
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All Other
•All Other Segments operating income, before including the $11.5 million quarterly intangible asset amortization, approximately $18 million to $22 million in third quarter, which includes approximately $6 million of AR securitization cost that was reported as interest expense in 2025.
Additional
•Gain on sale to be in the range of $12 million to $17 million in third quarter,
•Net interest expense down approximately $5 million sequentially in third quarter,
•"Other income, net" below the line expected to be roughly $2 million to $4 million in third quarter,
•Net cash capital expenditures for full-year 2026 expected range of $600 million - $650 million,
•Expected effective tax rate on adjusted income before taxes of approximately 25.5% to 26.5% for third quarter and approximately 25.0% to 26.0% for full year 2026.
In addition to the above, we expect the Truckload segment will continue to pursue opportunities, and the Logistics segment will continue to provide value to our customers through our power-only and traditional brokerage service offerings. With our mid-2024 acquisition of DHE and the continued organic expansion of our AAA Cooper brand, we expect additional yield and revenue opportunities from our growing super-regional LTL transportation network. The pace of our LTL facility expansion will be lower in 2026 than in 2025 as we focus on ongoing bid activities that we believe will provide further opportunities to grow shipment volumes and improve efficiencies in our LTL segment. The Intermodal segment continues to build out its network that aligns with our new rail partners as we pursue a more diversified portfolio of customers. Our All Other Segments are further expanding to complement our other service offerings.
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 U.S. Xpress Acquisition and our intention to further expand the geographic footprint of our LTL network, as illustrated by the DHE Acquisition.
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Results of Operations — Summary | ||
Operating Results: Second Quarter 2026 compared to Second Quarter 2025
The $8.9 million increase in net income attributable to Knight-Swift to $43.2 million during the second quarter of 2026 from $34.2 million during the same period last year includes the following:
•Contributor — $43.7 million increase in operating income within our Truckload segment primarily due to a 2.8% increase in revenue, excluding fuel surcharge and intersegment transactions, as a result of a 5.5% improvement in revenue per loaded mile, excluding fuel surcharge and intersegment transactions, partially offset by a 2.6% decrease in loaded miles.
•Contributor — $3.3 million increase in operating income within our LTL segment primarily due to a 3.4% increase in revenue per 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.
•Contributor — $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 $5.8 million of costs for the accounts receivable securitization program that were previously reported in interest expense under the prior 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 — $8.4 million increase in consolidated income tax expense was primarily due to an increase in pretax income and additional tax expense associated with the mark-to-market adjustment. Our effective tax rate for the second quarter of 2026 was 34.1%, compared to 29.2% for the second quarter of 2025.
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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.
•Offset — $2.0 million decrease in consolidated income tax expense, primarily due to a reduction of pre-tax income, partially offset by additional tax expense associated with the mark-to-market adjustment. Our effective tax rate for the year-to-date period ended June 30, 2026 was 34.8%, compared to 27.5% for the year-to-date period ended June 30, 2025.
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Results of Operations — Segment Review | ||
The Company has four reportable segments: Truckload, LTL, Logistics, and Intermodal, as well as certain other operating segments included within our All Other Segments.
Consolidating Tables for Total Revenue and Operating Income (Loss)
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | (In thousands) | ||||||||||||||||||||||
| Truckload | $ | 1,347,343 | $ | 1,214,036 | $ | 2,549,509 | $ | 2,406,586 | |||||||||||||||
| LTL | 420,148 | 386,854 | 788,512 | 739,255 | |||||||||||||||||||
| Logistics | 139,696 | 128,298 | 267,304 | 269,919 | |||||||||||||||||||
| Intermodal | 113,388 | 84,065 | 206,977 | 175,168 | |||||||||||||||||||
| Subtotal | $ | 2,020,575 | $ | 1,813,253 | $ | 3,812,302 | $ | 3,590,928 | |||||||||||||||
| All Other Segments | 105,564 | 74,446 | 186,766 | 146,011 | |||||||||||||||||||
| Intersegment eliminations | (30,427) | (25,759) | (53,133) | (50,637) | |||||||||||||||||||
| Total revenue | $ | 2,095,712 | $ | 1,861,940 | $ | 3,945,935 | $ | 3,686,302 | |||||||||||||||
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating income (loss): | (In thousands) | ||||||||||||||||||||||
| Truckload | $ | 89,145 | $ | 45,420 | $ | 126,203 | $ | 90,020 | |||||||||||||||
| LTL | 21,659 | 18,333 | 18,094 | 31,027 | |||||||||||||||||||
| Logistics | 3,827 | 5,547 | 7,450 | 10,690 | |||||||||||||||||||
| Intermodal | 653 | (3,429) | (771) | (5,241) | |||||||||||||||||||
| Subtotal | $ | 115,284 | $ | 65,871 | $ | 150,976 | $ | 126,496 | |||||||||||||||
| All Other Segments | (10,433) | 6,745 | (17,541) | 12,783 | |||||||||||||||||||
| Operating income | $ | 104,851 | $ | 72,616 | $ | 133,435 | $ | 139,279 | |||||||||||||||
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Revenue
•Our truckload services include irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border transportation of various products, goods, and materials for our diverse customer base with approximately 14,900 irregular route and 5,800 dedicated tractors.
•Our LTL business, which was initially established in 2021 through the ACT Acquisition and later the MME and DHE acquisitions, provides our customers with super-regional LTL transportation service through our growing network of approximately 180 facilities and a door count of approximately 6,900. Our LTL segment operates approximately 4,300 tractors and approximately 11,500 trailers, including equipment used for 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.
•Our Logistics and Intermodal segments provide a multitude of shipping solutions, including additional sources of truckload capacity and alternative transportation modes, by utilizing our vast network of third-party capacity providers and rail providers, as well as certain logistics and freight management services. We offer power-only services through our Logistics segment leveraging our fleet of approximately 82,000 trailers.
•Our All Other Segments include support services provided to our customers and third-party carriers including equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, and warranty services. Our All Other Segments also include certain corporate expenses (such as legal settlements and accruals, certain impairments, and amortization of intangibles related to the 2017 Merger and various acquisitions).
•In addition to the revenues earned from our customers for the trucking and non-trucking services discussed above, we also earn fuel surcharge revenue from our customers through our fuel surcharge programs, which serve to recover a majority of our fuel costs. This generally applies only to loaded miles for our Truckload and LTL segments and typically does not offset non-paid empty miles, idle time, and out-of-route miles driven. Fuel surcharge programs involve a computation based on the change in national or regional fuel prices. These programs may update as often as weekly, but typically require a specified minimum change in fuel cost to prompt a change in fuel surcharge revenue. Therefore, many of these programs have a time lag between when fuel costs change and when the change is reflected in fuel surcharge revenue for our Truckload and LTL segments.
Expenses
Our most significant expenses typically vary with miles traveled and include fuel, driving associate-related expenses (such as wages and benefits), and services purchased from third-party service providers (including other trucking companies, railroad and drayage providers, and independent contractors). Maintenance and tire expenses, as well as the cost of insurance and claims generally vary with the miles we travel, but also have a controllable component based on safety performance, fleet age, operating efficiency, and other factors. Our primary fixed costs are depreciation and lease expense for revenue equipment and terminals, non-driver employee compensation, amortization of intangible assets, and interest expenses.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Operating Statistics
We measure our consolidated and segment results through the operating statistics listed in the table below. Our chief operating decision makers monitor the GAAP results of our reportable segments, supplemented by certain non-GAAP information. Refer to "Non-GAAP Financial Measures" for more details. Additionally, we use a number of primary indicators to monitor our revenue and expense performance and efficiency.
| Operating Statistic | Relevant Segment(s) | Description | ||||||||||||
| Average Revenue per Tractor | Truckload | Measures productivity and represents revenue (excluding fuel surcharge and intersegment transactions) divided by average tractor count | ||||||||||||
| Total Miles per Tractor | Truckload | Total miles (including loaded and empty miles) divided by average tractor count | ||||||||||||
| Average Length of Haul | Truckload, LTL | For our Truckload segment this is calculated as average miles traveled with loaded trailer cargo per order. For our LTL segment this is calculated as average miles traveled from the origin service center to the destination service center. | ||||||||||||
| Non-paid Empty Miles Percentage | Truckload | Percentage of miles without trailer cargo | ||||||||||||
| Shipments per Day | LTL | Average number of shipments completed each business day | ||||||||||||
| Weight per Shipment | LTL | Total weight (in pounds) divided by total shipments | ||||||||||||
| Revenue per shipment | LTL | Total revenue divided by total shipments | ||||||||||||
| Revenue xFSC per shipment | LTL | Total revenue, excluding fuel surcharge, divided by total shipments | ||||||||||||
| Revenue per hundredweight | LTL | Measures yield and is calculated as total revenue divided by total weight (in pounds) times 100 | ||||||||||||
| Revenue xFSC per hundredweight | LTL | Total revenue, excluding fuel surcharge, divided by total weight (in pounds) times 100 | ||||||||||||
| Average Tractors | Truckload, LTL, Intermodal | Average tractors in operation during the period including company tractors and tractors provided by independent contractors | ||||||||||||
| Average Trailers | Truckload, LTL | Average trailers in operation during the period | ||||||||||||
| Average Revenue per Load | Logistics, Intermodal | Total revenue (excluding intersegment transactions) divided by load count | ||||||||||||
| Gross Margin Percentage | Logistics | Logistics gross margin (revenue, excluding intersegment transactions, less purchased transportation expense, excluding intersegment transactions) as a percentage of logistics revenue, excluding intersegment transactions | ||||||||||||
| Average Containers | Intermodal | Average containers in operation during the period | ||||||||||||
| GAAP Operating Ratio | Truckload, LTL, Logistics, Intermodal | Measures operating efficiency and is widely used in our industry as an assessment of management's effectiveness in controlling all categories of operating expenses. Calculated as operating expenses as a percentage of total revenue, or the inverse of operating margin. | ||||||||||||
| Non-GAAP Adjusted Operating Ratio | Truckload, LTL, Logistics, Intermodal | Measures operating efficiency and is widely used in our industry as an assessment of management's effectiveness in controlling all categories of operating expenses. Consolidated and segment Adjusted Operating Ratios are reconciled to their corresponding GAAP operating ratios under "Non-GAAP Financial Measures," below. | ||||||||||||
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Segment Review
Truckload Segment
We generate revenue in the Truckload segment primarily through irregular route, dedicated, refrigerated, expedited, flatbed, and cross-border service operations across our brands. Generally, we are paid a predetermined rate per mile or per load for our truckload services. Additional revenues are generated by charging for tractor and trailer detention, loading and unloading activities, dedicated services, and other specialized services, as well as through the collection of fuel surcharge revenue to mitigate the impact of increases in the cost of fuel. The main factors that affect the revenue generated by our Truckload segment are rate per mile from our customers, the percentage of miles for which we are compensated, and the number of loaded miles we generate with our equipment.
The most significant expenses in the Truckload segment are primarily variable and include fuel and fuel taxes, driving associate-related expenses (such as wages, benefits, training, and recruitment), and costs associated with independent contractors primarily included in "Purchased transportation" in the condensed consolidated statements of comprehensive income. Maintenance expense (which includes costs for replacement tires for our revenue equipment) and insurance and claims expenses have both fixed and variable components. These expenses generally vary with the miles we travel but also have a controllable component based on safety, fleet age, efficiency, and other factors. The main fixed costs in the Truckload segment are depreciation and rent expense from tractors, trailers, and terminals, as well as compensating our non-driver employees.
| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands, except per tractor data) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Total revenue | $ | 1,347,343 | $ | 1,214,036 | $ | 2,549,509 | $ | 2,406,586 | 11.0 | % | 5.9 | % | |||||||||||||||||||||||
| Revenue, excluding fuel surcharge and intersegment transactions | $ | 1,103,069 | $ | 1,073,300 | $ | 2,148,176 | $ | 2,121,383 | 2.8 | % | 1.3 | % | |||||||||||||||||||||||
| GAAP: Operating income | $ | 89,145 | $ | 45,420 | $ | 126,203 | $ | 90,020 | 96.3 | % | 40.2 | % | |||||||||||||||||||||||
Non-GAAP: Adjusted Operating Income 1 | $ | 98,924 | $ | 58,404 | $ | 137,783 | $ | 104,889 | 69.4 | % | 31.4 | % | |||||||||||||||||||||||
Average revenue per tractor 2 | $ | 53,275 | $ | 50,364 | $ | 102,951 | $ | 98,167 | 5.8 | % | 4.9 | % | |||||||||||||||||||||||
GAAP: Operating ratio 2 | 93.4 | % | 96.3 | % | 95.0 | % | 96.3 | % | (290 | bps) | (130 | bps) | |||||||||||||||||||||||
Non-GAAP: Adjusted Operating Ratio 1 2 | 91.0 | % | 94.6 | % | 93.6 | % | 95.1 | % | (360 | bps) | (150 | bps) | |||||||||||||||||||||||
Non-paid empty miles percentage 2 | 12.5 | % | 13.9 | % | 12.9 | % | 14.0 | % | (140 | bps) | (110 | bps) | |||||||||||||||||||||||
Average length of haul (miles) 2 | 376 | 369 | 375 | 371 | 1.9 | % | 1.1 | % | |||||||||||||||||||||||||||
Total miles per tractor 2 | 21,033 | 21,335 | 41,323 | 41,366 | (1.4 | %) | (0.1 | %) | |||||||||||||||||||||||||||
Average tractors 2 3 | 20,705 | 21,311 | 20,866 | 21,610 | (2.8 | %) | (3.4 | %) | |||||||||||||||||||||||||||
Average trailers 2 4 | 81,962 | 85,449 | 82,125 | 85,689 | (4.1 | %) | (4.2 | %) | |||||||||||||||||||||||||||
1 Refer to "Non-GAAP Financial Measures" below.
2 Defined under "Operating Statistics," above.
3 Includes 18,544 and 19,317 average company-owned tractors for the second quarter of 2026 and 2025, respectively. Includes 18,780 and 19,578 average company-owned tractors for the year-to-date periods June 30, 2026 and 2025, respectively.
4 Our average trailers includes 8,041 and 9,549 trailers related to leasing activities recorded within our All Other Segments for the quarters ended June 30, 2026 and 2025, respectively. Our average trailers includes 8,496 and 9,443 trailers related to leasing activities recorded within our All Other Segments for the year-to-date periods June 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.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Comparison Between the Quarters Ended June 30, 2026 and 2025 — The Truckload market continued to rapidly evolve in the second quarter as seen in broad market indicators showing strengthening spot rates, contract pricing, and load tender rejection rates. Truckload segment revenue, excluding fuel surcharge and intersegment transactions, grew 2.8% year-over-year, as a 5.5% improvement in revenue per loaded mile, excluding fuel surcharge and intersegment transactions, overcame a 2.6% decrease in loaded miles which was largely driven by a tightening driver supply that pressured our seated truck count. Adjusted Operating Ratio improved 360 basis points year-over-year to 91.0%. Adjusted Operating Income improved 69.4% year-over-year, largely as a result of the improvement in pricing and a 140 basis point reduction in non-paid empty miles percentage as we improve the efficiency of our network. Total miles per tractor declined 1.4% year-over-year, largely due to the reduction in non-paid empty miles percentage as loaded miles per tractor increased year-over-year for the seventh consecutive quarter.
The ongoing progress at U.S. Xpress is encouraging, and this brand is making strides with greater rate improvement than the legacy brands in the strengthening market, as we expected given the relative starting points. This helped the U.S. Xpress over-the-road division reach an important milestone, as the most challenged part of the business at the time of acquisition achieved its first profitable quarter since the acquisition. Across our truckload segment, we are focused on closely monitoring market pricing and demand development, intentionally deploying capacity, intensely managing costs, increasing our seated truck percentage, and enhancing utilization in order to maximize the opportunities provided by an improving market.
Comparison Between Year-to-Date June 30, 2026 and 2025 — Truckload segment revenue, excluding fuel surcharge and intersegment transactions improved 1.3% year-over-year, 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. Adjusted Operating Ratio improved 150 basis points during the year-to-date period ended June 30, 2026, to 93.6%.
LTL Segment
Our LTL segment provides super-regional direct service and serves our customers' national transportation needs by utilizing key partner carriers for coverage areas outside of our network. We primarily generate revenue by transporting freight for our customers through our core LTL services.
Our revenues are impacted by shipment volume and tonnage levels that flow through our network. Additional revenues are generated through fuel surcharges and accessorial services provided during transit from shipment origin to destination. We focus on the following multiple revenue generation factors when reviewing revenue yield: revenue per hundredweight, revenue per shipment, weight per shipment, and length of haul. Fluctuations within each of these metrics are analyzed when determining the revenue quality of our customers' shipment density.
Our most significant expenses are related to direct costs associated with the transportation of our freight moves including direct salary, wage and benefit costs, fuel expense, and depreciation expense associated with revenue equipment costs. Other expenses associated with revenue generation that can fluctuate and impact operating results are insurance and claims expense, as well as maintenance costs of our revenue equipment. These expenses can be influenced by multiple factors including our safety performance, equipment age, and other factors. A key component to lowering our operating costs is labor efficiency within our network. We continue to focus on technological advances to improve the customer experience and reduce our operating costs.
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| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands, except per tractor data) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Total revenue | $ | 420,148 | $ | 386,854 | $ | 788,512 | $ | 739,255 | 8.6 | % | 6.7 | % | |||||||||||||||||||||||
| Revenue, excluding fuel surcharge | $ | 333,006 | $ | 337,726 | $ | 646,142 | $ | 642,984 | (1.4 | %) | 0.5 | % | |||||||||||||||||||||||
| GAAP: Operating income | $ | 21,659 | $ | 18,333 | $ | 18,094 | $ | 31,027 | 18.1 | % | (41.7 | %) | |||||||||||||||||||||||
Non-GAAP: Adjusted Operating Income 1 | $ | 26,449 | $ | 23,353 | $ | 27,670 | $ | 41,074 | 13.3 | % | (32.6 | %) | |||||||||||||||||||||||
GAAP: Operating ratio 2 | 94.8 | % | 95.3 | % | 97.7 | % | 95.8 | % | (50 | bps) | 190 | bps | |||||||||||||||||||||||
Non-GAAP: Adjusted Operating Ratio 1 2 | 92.1 | % | 93.1 | % | 95.7 | % | 93.6 | % | (100 | bps) | 210 | bps | |||||||||||||||||||||||
LTL shipments per day 2 | 24,000 | 24,918 | 23,560 | 24,140 | (3.7 | %) | (2.4 | %) | |||||||||||||||||||||||||||
LTL weight per shipment 2 | 1,060 | 982 | 1,047 | 982 | 7.9 | % | 6.6 | % | |||||||||||||||||||||||||||
LTL average length of haul (miles) 2 | 701 | 666 | 697 | 653 | 5.3 | % | 6.7 | % | |||||||||||||||||||||||||||
LTL revenue per shipment 2 | $ | 244.11 | $ | 213.26 | $ | 234.23 | $ | 211.68 | 14.5 | % | 10.7 | % | |||||||||||||||||||||||
LTL revenue xFSC per shipment 2 | $ | 192.26 | $ | 185.87 | $ | 190.93 | $ | 183.79 | 3.4 | % | 3.9 | % | |||||||||||||||||||||||
LTL revenue per hundredweight 2 | $ | 23.03 | $ | 21.72 | $ | 22.37 | $ | 21.55 | 6.0 | % | 3.8 | % | |||||||||||||||||||||||
LTL revenue xFSC per hundredweight 2 | $ | 18.14 | $ | 18.93 | $ | 18.24 | $ | 18.71 | (4.2 | %) | (2.5 | %) | |||||||||||||||||||||||
LTL average tractors 2 3 | 4,307 | 4,193 | 4,273 | 4,108 | 2.7 | % | 4.0 | % | |||||||||||||||||||||||||||
LTL average trailers 2 4 | 11,454 | 10,962 | 11,368 | 10,969 | 4.5 | % | 3.6 | % | |||||||||||||||||||||||||||
1Refer to "Non-GAAP Financial Measures" below.
2Defined under "Operating Statistics," above.
3Our LTL tractor fleet includes 650 and 660 tractors from ACT's dedicated and other businesses for the second quarter of 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.
4Our LTL trailer fleet includes 1,356 and 1,039 trailers from ACT's dedicated and other businesses for the second quarter of 2026 and 2025, respectively. Our LTL trailer fleet includes 1,333 and 1,027 from ACT's and dedicated and other businesses for the year-to-date periods June 30, 2026 and 2025, respectively.
Comparison Between the Quarters Ended June 30, 2026 and 2025 — The LTL market is experiencing demand that is generally solid and starting to trend better with indirect effects beginning to emerge from the truckload market tightening. Revenue, excluding fuel surcharge, declined 1.4% year-over-year driven by a 3.7% decrease in shipments per day as we metered certain volumes to improve network efficiency, freight mix, and service delivery. Improvements in freight mix produced 4.0% growth in daily tonnage, 7.9% growth in weight per shipment, and a 5.3% increase in length of haul year-over-year. Revenue per hundredweight, excluding fuel surcharge, fell 4.2%, driven by the increase in weight per shipment while renewal rates continued their recent trend of mid single-digit percentage increases. Revenue per shipment, excluding fuel surcharge, increased by 3.4% year-over-year. Adjusted Operating Ratio improved 100 basis points year-over-year to 92.1%, and Adjusted Operating Income grew 13.3%.
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During the quarter, we replaced three facilities with larger ones and opened one new service center to improve network efficiency and facilitate further growth. We believe ongoing bid events with new and existing customers will provide further opportunities to grow shipment volume, improve our freight mix, and drive operational 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.
Comparison Between Year-to-Date June 30, 2026 and 2025 — Our LTL segment revenue, excluding fuel surcharge, improved slightly year-over-year as weight per shipment per day increased 6.6% during the year-to-date period ended June 30, 2026. Revenue per hundredweight, excluding fuel surcharge, decreased 2.5%, while revenue per shipment, excluding fuel surcharge, increased by 3.9%. This segment produced a 95.7% Adjusted Operating Ratio during the year-to-date period ended June 30, 2026.
Logistics Segment
The Logistics segment is less asset-intensive than the Truckload and LTL segments and is dependent upon capable non-driver employees, modern and effective information technology, and third-party capacity providers. Logistics revenue is primarily generated by its brokerage operations. We generate additional revenue by offering specialized logistics solutions (including, but not limited to, trailing equipment, origin management, surge volume, disaster relief, special projects, and other logistics needs). Logistics revenue is mainly affected by the rates we obtain from customers, the freight volumes we ship through third-party capacity providers, and our ability to secure third-party capacity providers to transport customer freight.
The most significant expense in the Logistics segment is purchased transportation that we pay to third-party capacity providers, which is primarily a variable cost and is included in "Purchased transportation" in the condensed consolidated statements of comprehensive income. Variability in this expense depends on truckload capacity, availability of third-party capacity providers, rates charged to customers, current freight demand, and customer shipping needs. Fixed Logistics operating expenses primarily include non-driver employee compensation and benefits recorded in "Salaries, wages, and benefits" and depreciation and amortization expense recorded in "Depreciation and amortization of property and equipment" in the condensed consolidated statements of comprehensive income.
| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands, except per load data) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Revenue | $ | 139,696 | $ | 128,298 | $ | 267,304 | $ | 269,919 | 8.9 | % | (1.0 | %) | |||||||||||||||||||||||
| GAAP: Operating income | $ | 3,827 | $ | 5,547 | $ | 7,450 | $ | 10,690 | (31.0 | %) | (30.3 | %) | |||||||||||||||||||||||
Non-GAAP: Adjusted Operating Income 1 2 | $ | 4,986 | $ | 6,711 | $ | 9,773 | $ | 13,018 | (25.7 | %) | (24.9 | %) | |||||||||||||||||||||||
Revenue per load – Brokerage only 2 | $ | 2,624 | $ | 2,025 | $ | 2,380 | $ | 1,988 | 29.6 | % | 19.7 | % | |||||||||||||||||||||||
Gross margin percentage – Brokerage only 2 | 15.4 | % | 18.9 | % | 16.0 | % | 18.5 | % | (350 | bps) | (250 | bps) | |||||||||||||||||||||||
GAAP: Operating ratio 2 | 97.3 | % | 95.7 | % | 97.2 | % | 96.0 | % | 160 | bps | 120 | bps | |||||||||||||||||||||||
Non-GAAP: Adjusted Operating Ratio 1 2 | 96.4 | % | 94.8 | % | 96.3 | % | 95.2 | % | 160 | bps | 110 | bps | |||||||||||||||||||||||
1 Refer to "Non-GAAP Financial Measures" below.
2 Defined under "Operating Statistics," above.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Comparison Between the Quarters Ended June 30, 2026 and 2025 — The Logistics segment grew revenue 8.9% year-over-year, driven by a 29.6% increase in revenue per load, partially offset by a 16.4% decline in load count as we maintain a disciplined approach to profitability and carrier quality. The Adjusted Operating Ratio of 96.4% was a 160 basis point degradation year-over-year, as a reduction in industry capacity and further enhancements to our rigorous carrier screening practices drove up purchased transportation costs, pressuring gross margins and load acceptance. Gross margin percent declined 350 basis points year-over-year and 120 basis points sequentially from the first quarter to 15.4%.
As contractual pricing is reset through bid activity and proactive rate reviews, we expect to improve load volumes at appropriate gross margins. 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.
Comparison Between Year-to-Date June 30, 2026 and 2025 — The Logistics segment Adjusted Operating Ratio was 96.3%, with a gross margin of 16.0% in the year-to-date period ended June 30, 2026. Revenue decreased 1.0% year-over-year, driven by a 17.7% decline in load count, partially offset by a 19.7% increase in revenue per load.
Intermodal Segment
The Intermodal segment complements our regional operating model, allows us to better serve customers in longer haul lanes, and reduces our investment in fixed assets. Through the Intermodal segment, we generate revenue by moving freight over the rail in our containers and other trailing equipment, combined with revenue for drayage to transport loads between railheads and customer locations. The most significant expense in the Intermodal segment is the cost of purchased transportation that we pay to third-party capacity providers (including rail providers), which is primarily variable and included in "Purchased transportation" in the condensed consolidated statements of comprehensive income. While rail pricing is primarily determined on an annual basis, purchased transportation varies as it relates to rail capacity, freight demand, and customer shipping needs. The main fixed costs in the Intermodal segment are depreciation of our company tractors related to drayage, containers, and chassis, as well as non-driver employee compensation and benefits.
| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands, except per load data) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Revenue | $ | 113,388 | $ | 84,065 | $ | 206,977 | $ | 175,168 | 34.9 | % | 18.2 | % | |||||||||||||||||||||||
| GAAP: Operating income (loss) | $ | 653 | $ | (3,429) | $ | (771) | $ | (5,241) | — | 85.3 | % | ||||||||||||||||||||||||
Average revenue per load 1 | $ | 2,901 | $ | 2,572 | $ | 2,771 | $ | 2,580 | 12.8 | % | 7.4 | % | |||||||||||||||||||||||
GAAP: Operating ratio 1 | 99.4 | % | 104.1 | % | 100.4 | % | 103.0 | % | (470 | bps) | (260 | bps) | |||||||||||||||||||||||
| Load count | 39,082 | 32,682 | 74,698 | 67,893 | 19.6 | % | 10.0 | % | |||||||||||||||||||||||||||
Average tractors 1 2 | 619 | 602 | 607 | 612 | 2.8 | % | (0.8 | %) | |||||||||||||||||||||||||||
Average containers 1 | 12,498 | 12,543 | 12,504 | 12,544 | (0.4 | %) | (0.3 | %) | |||||||||||||||||||||||||||
1 Defined under "Operating Statistics," above.
2 Includes 579 and 551 company-owned tractors for the second quarter of 2026 and 2025, respectively. Includes 566 and 564 company-owned tractors for the year-to-date periods ended June 30, 2026 and 2025, respectively.
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Comparison Between the Quarters Ended June 30, 2026 and 2025 — The Intermodal segment grew revenue 34.9% and improved its operating ratio 470 basis points year-over-year through a 19.6% increase in load count, a 12.8% increase in revenue per load, and improvements in cost and network efficiency. On a sequential basis, load count grew 9.7%, and revenue per load grew 10.4% over the first quarter levels. We outsource only a low single-digit percentage of our drayage needs, which should provide some insulation from the tightening in dray capacity. 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.
Comparison Between Year-to-Date June 30, 2026 and 2025 — The Intermodal segment operated with a 100.4% operating ratio, with total revenue increasing 18.2% year-over-year. The increase in revenue was driven by a 10.0% increase in load count and a 7.4% increase in revenue per load when compared to the same period last year.
All Other Segments
Our All Other Segments include support services provided to our customers and third-party carriers including equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, warranty services, and insurance for independent contractors. Our All Other Segments also include certain corporate expenses (such as legal settlements and accruals, certain impairments, and $11.5 million in quarterly amortization of intangibles related to the 2017 Merger and various acquisitions).
| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Total revenue | $ | 105,564 | $ | 74,446 | $ | 186,766 | $ | 146,011 | 41.8 | % | 27.9 | % | |||||||||||||||||||||||
| Operating (loss) income | $ | (10,433) | $ | 6,745 | $ | (17,541) | $ | 12,783 | (254.7 | %) | (237.2 | %) | |||||||||||||||||||||||
Comparison Between the Quarters Ended June 30, 2026 and 2025 — Revenue within our All Other Segments for the second quarter increased 41.8% primarily driven by growth in our warehousing and trailer leasing businesses. Operating results declined year-over-year to an operating loss 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.
Comparison Between Year-to-Date June 30, 2026 and 2025 — Revenue within our All Other Segments for the year-to-date period ended June 30, 2026 increased 27.9% primarily driven by growth in our warehousing and trailer leasing businesses. Operating results declined year-over-year to an operating loss partially due to the inclusion of $11.0 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.
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Results of Operations — Consolidated Operating and Other Expenses | ||
Consolidated Operating Expenses
The following tables present certain operating expenses from our condensed consolidated statements of comprehensive income, including each operating expense as a percentage of total revenue and as a percentage of revenue, excluding truckload and LTL fuel surcharge. Truckload and LTL fuel surcharge revenue can be volatile and is primarily dependent upon the cost of fuel, rather than operating expenses unrelated to fuel. Therefore, we believe that revenue, excluding truckload and LTL fuel surcharge is a better measure for analyzing many of our expenses and operating metrics.
| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Salaries, wages, and benefits | $ | 768,813 | $ | 754,582 | $ | 1,497,511 | $ | 1,476,241 | 1.9 | % | 1.4 | % | |||||||||||||||||||||||
| % of total revenue | 36.7 | % | 40.5 | % | 38.0 | % | 40.0 | % | (380 | bps) | (200 | bps) | |||||||||||||||||||||||
| % of revenue, excluding truckload and LTL fuel surcharge | 43.6 | % | 45.1 | % | 44.0 | % | 44.7 | % | (150 | bps) | (70 | bps) | |||||||||||||||||||||||
Salaries, wages, and benefits expense is primarily affected by the total number of miles driven by and rates we pay to our company driving associates, and employee benefits including healthcare, workers' compensation, and other benefits. To a lesser extent, non-driver employee headcount, compensation, and benefits affect this expense. Driving associate wages represent the largest component of salaries, wages, and benefits expense.
Several ongoing market factors have reduced the pool of available driving associates, contributing to a challenging driver sourcing market, which we believe will continue. Having a sufficient number of qualified driving associates is a significant headwind, although we continue to seek ways to attract and retain qualified driving associates, including heavily investing in our recruiting efforts, our driving academies, technology, our equipment, and our terminals that improve the experience of driving associates. We expect labor costs (related to both driving associates and non-driver employees) to remain inflationary, which we expect will result in additional pay increases in the future, thereby increasing our salaries, wages, and benefits expense.
Comparison Between the Quarters Ended June 30, 2026 and 2025 — The $14.2 million increase in consolidated salaries, wages, and benefits for the second quarter of 2026, as compared to the second quarter of 2025, is primarily due to a portion of the severance expense, $7.0 million, recorded in salaries, wages, and benefits primarily related to the retirement and related consulting arrangement for our former executive chairman, and increases in driving associate pay rates and non-driver salaries and wages, partially offset by a 4.6% decrease in total miles driven by company driving associates in our Truckload and LTL segments.
Comparison Between Year-to-Date June 30, 2026 and 2025 — The $21.3 million increase in consolidated salaries, wages, and benefits for the year-to-date period ended June 30, 2026, as compared to the year-to-date period ended June 30, 2025, is primarily due to increases in our LTL segment as a result of service center expansion and the $7.0 million of severance expense primarily related to our former executive chairman's retirement and related consulting agreement noted above, partially offset a 4.4% decrease in total miles driven by company driving associates in our Truckload segment.
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| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Fuel | $ | 307,361 | $ | 203,566 | $ | 538,699 | $ | 410,812 | 51.0 | % | 31.1 | % | |||||||||||||||||||||||
| % of total revenue | 14.7 | % | 10.9 | % | 13.7 | % | 11.1 | % | 380 | bps | 260 | bps | |||||||||||||||||||||||
| % of revenue, excluding truckload and LTL fuel surcharge | 17.4 | % | 12.2 | % | 15.8 | % | 12.4 | % | 520 | bps | 340 | bps | |||||||||||||||||||||||
Fuel expense consists primarily of diesel fuel expense for our company-owned tractors. The primary factors affecting our fuel expense are the cost of diesel fuel, the fuel economy of our equipment, and the miles driven by company driving associates.
Our fuel surcharge programs help to offset increases in fuel prices, but generally apply only to loaded miles for our Truckload and LTL segments and typically do not offset non-paid empty miles, idle time, or out-of-route miles driven. Typical fuel surcharge programs involve a computation based on the change in national or regional fuel prices. These programs may update as often as weekly, but typically require a specified minimum change in fuel cost to prompt a change in fuel surcharge revenue for our Truckload and LTL segments. Therefore, many of these programs have a time lag between when fuel costs change and when the change is reflected in fuel surcharge revenue. Due to this time lag, our fuel expense, net of fuel surcharge, negatively impacts our operating income during periods of sharply rising fuel costs and positively impacts our operating income during periods of falling fuel costs. We continue to utilize our fuel efficiency initiatives such as trailer blades, idle-control, management of tractor speeds, fleet updates for more fuel-efficient engines, management of fuel procurement, and driving associate training programs that we believe contribute to controlling our fuel expense.
Comparison Between Quarters Ended June 30, 2026 and 2025 — The $103.8 million increase in consolidated fuel expense for the second quarter of 2026 is primarily driven by an increase in the average weekly DOE fuel prices for the second quarter of 2026, as compared to the second quarter of 2025. Average weekly DOE fuel prices were $5.33 per gallon for the second quarter of 2026 and $3.56 per gallon for the second quarter of 2025. This was partially offset by a 4.6% decrease in total miles driven by company driving associates in our Truckload and LTL segments.
Comparison Between Year-to-Date June 30, 2026 and 2025 — The $127.9 million increase in consolidated fuel expense for the year-to-date period ended June 30, 2026 is primarily driven by an increase in the average weekly DOE fuel prices for the year-to-date period ended June 30, 2026, as compared to the year-to-date period ended June 30, 2025. Average weekly DOE fuel prices were $4.73 per gallon for the year-to-date period ended June 30, 2026 and $3.59 for the year-to-date period ended June 30, 2025. This was partially offset by a 3.3% decrease in total miles driven by company driving associates in our Truckload and LTL segments.
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| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Operations and maintenance | $ | 136,438 | $ | 139,970 | $ | 264,911 | $ | 272,342 | (2.5 | %) | (2.7 | %) | |||||||||||||||||||||||
| % of total revenue | 6.5 | % | 7.5 | % | 6.7 | % | 7.4 | % | (100 | bps) | (70 | bps) | |||||||||||||||||||||||
| % of revenue, excluding truckload and LTL fuel surcharge | 7.7 | % | 8.4 | % | 7.8 | % | 8.2 | % | (70 | bps) | (40 | bps) | |||||||||||||||||||||||
Operations and maintenance expense consists of direct operating expenses, such as driving associate hiring and recruiting expenses, equipment maintenance, and tire expense. Operations and maintenance expenses are typically affected by the age of our company-owned fleet of tractors and trailers and the miles driven. We expect the driver market to remain competitive throughout 2026, which could increase future driving associate development and recruiting costs and negatively affect our operations and maintenance expense. We expect to continue refreshing our tractor fleet in the coming quarters, subject to availability of new revenue equipment, to maintain the average age of our equipment.
Operations and maintenance expense decreased by $3.5 million and $7.4 million for the second quarter of and first half of 2026, respectively, as compared to the same periods last year, primarily due to the decrease in total company miles discussed above.
| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Insurance and claims | $ | 100,164 | $ | 85,281 | $ | 209,321 | $ | 177,506 | 17.5 | % | 17.9 | % | |||||||||||||||||||||||
| % of total revenue | 4.8 | % | 4.6 | % | 5.3 | % | 4.8 | % | 20 | bps | 50 | bps | |||||||||||||||||||||||
| % of revenue, excluding truckload and LTL fuel surcharge | 5.7 | % | 5.1 | % | 6.2 | % | 5.4 | % | 60 | bps | 80 | bps | |||||||||||||||||||||||
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 many transportation companies based upon significant verdicts and settlements against transportation companies. In addition, recent developments within the brokerage industry may contribute to further increases in brokerage-related insurance premiums and greater volatility in claims expense. 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.
Comparison Between Quarters Ended June 30, 2026 and 2025 — Consolidated insurance and claims expense increased by $14.9 million for the second quarter of 2026, as compared to the same period last year. This increase was primarily due to an increase in claims development during the second quarter of 2026.
Comparison Between Year-to-Date June 30, 2026 and 2025 — Consolidated insurance and claims expense increased by $31.8 million for the year-to-date period ended June 30, 2026, This increase was primarily due to $18.0 million of expense for claims development in our LTL segment, primarily related to an adverse arbitration ruling on a 2022 claim, during the first quarter of 2026, and an increase in claims development during the first half of 2026.
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| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Operating taxes and licenses | $ | 34,735 | $ | 34,525 | $ | 72,129 | $ | 68,891 | 0.6 | % | 4.7 | % | |||||||||||||||||||||||
| % of total revenue | 1.7 | % | 1.9 | % | 1.8 | % | 1.9 | % | (20 | bps) | (10 | bps) | |||||||||||||||||||||||
| % of revenue, excluding truckload and LTL fuel surcharge | 2.0 | % | 2.1 | % | 2.1 | % | 2.1 | % | (10 | bps) | — | bps | |||||||||||||||||||||||
Operating taxes and licenses include state franchise taxes, state and federal highway use taxes, property taxes, vehicle license and registration fees, and fuel and mileage taxes, among others. The expense is impacted by changes in the tax rates and registration fees associated with our tractor fleet and regional operating facilities.
Operating taxes and licenses as a percent of total revenue and revenue, excluding truckload and LTL fuel surcharge remained relatively flat for the second quarter, as compared to the same period last year. During the first half of 2026, "Operating taxes and licenses" increased $3.2 million compared to the same period last year 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.
| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Communications | $ | 7,245 | $ | 7,381 | $ | 13,687 | $ | 14,764 | (1.8 | %) | (7.3 | %) | |||||||||||||||||||||||
| % of total revenue | 0.3 | % | 0.4 | % | 0.3 | % | 0.4 | % | (10 | bps) | (10 | bps) | |||||||||||||||||||||||
| % of revenue, excluding truckload and LTL fuel surcharge | 0.4 | % | 0.4 | % | 0.4 | % | 0.4 | % | — | bps | — | bps | |||||||||||||||||||||||
Communications expense is comprised of costs associated with our tractor and trailer tracking systems, information technology systems, and phone systems.
Communications expense as a percentage of total revenue and revenue, excluding truckload and LTL fuel surcharge remained relatively flat for the second quarter of 2026 and the first half of 2026, as compared to the same periods last year.
| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization of property and equipment | $ | 178,161 | $ | 176,538 | $ | 354,970 | $ | 354,017 | 0.9 | % | 0.3 | % | |||||||||||||||||||||||
| % of total revenue | 8.5 | % | 9.5 | % | 9.0 | % | 9.6 | % | (100 | bps) | (60 | bps) | |||||||||||||||||||||||
| % of revenue, excluding truckload and LTL fuel surcharge | 10.1 | % | 10.6 | % | 10.4 | % | 10.7 | % | (50 | bps) | (30 | bps) | |||||||||||||||||||||||
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Depreciation relates primarily to our owned tractors, trailers, buildings, electronic logging devices, other communication units, and other similar assets. Changes to this fixed cost are generally attributed to increases or decreases to company-owned equipment, the relative percentage of owned versus leased equipment, and fluctuations in new equipment purchase prices. Depreciation can also be affected by the cost of used equipment that we sell or trade and the replacement of older used equipment. Management periodically reviews the condition, average age, and reasonableness of estimated useful lives and salvage values of our equipment and considers such factors in light of our experience with similar assets, used equipment market conditions, and prevailing industry practices.
Comparison Between Quarters Ended June 30, 2026 and 2025 — The increases of $1.6 million and $1.0 million during the second quarter and first half of 2026, respectively, are primarily related to higher equipment costs from equipment refreshed during the second half of 2025.
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, terminal improvements, or terminal expansions in the remainder of 2026. Additionally, we anticipate that our equipment suppliers may need to raise prices in response to tariffs.
| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Amortization of intangibles | $ | 18,834 | $ | 19,246 | $ | 37,736 | $ | 38,492 | (2.1 | %) | (2.0 | %) | |||||||||||||||||||||||
| % of total revenue | 0.9 | % | 1.0 | % | 1.0 | % | 1.0 | % | (10 | bps) | — | bps | |||||||||||||||||||||||
| % of revenue, excluding truckload and LTL fuel surcharge | 1.1 | % | 1.2 | % | 1.1 | % | 1.2 | % | (10 | bps) | (10 | bps) | |||||||||||||||||||||||
Amortization of intangibles relates to intangible assets identified with the 2017 Merger, ACT Acquisition, U.S. Xpress Acquisition, and various other acquisitions.
| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Rental expense | $ | 43,876 | $ | 43,196 | $ | 88,928 | $ | 86,062 | 1.6 | % | 3.3 | % | |||||||||||||||||||||||
| % of total revenue | 2.1 | % | 2.3 | % | 2.3 | % | 2.3 | % | (20 | bps) | — | bps | |||||||||||||||||||||||
| % of revenue, excluding truckload and LTL fuel surcharge | 2.5 | % | 2.6 | % | 2.6 | % | 2.6 | % | (10 | bps) | — | bps | |||||||||||||||||||||||
Rental expense consists primarily of payments for our terminals and other real estate leases, as well as for revenue equipment assumed in the U.S. Xpress Acquisition.
Consolidated rental expense as a percent of total revenue and revenue, excluding truckload and LTL fuel surcharge remained relatively flat for the second quarter and first half of 2026, as compared to the same periods last year.
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 for the remainder of 2026.
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| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Purchased transportation | $ | 322,147 | $ | 265,722 | $ | 600,775 | $ | 543,016 | 21.2 | % | 10.6 | % | |||||||||||||||||||||||
| % of total revenue | 15.4 | % | 14.3 | % | 15.2 | % | 14.7 | % | 110 | bps | 50 | bps | |||||||||||||||||||||||
| % of revenue, excluding truckload and LTL fuel surcharge | 18.3 | % | 15.9 | % | 17.7 | % | 16.4 | % | 240 | bps | 130 | bps | |||||||||||||||||||||||
Purchased transportation expense is comprised of payments to independent contractors in our trucking operations, as well as payments to third-party capacity providers related to logistics, freight management, and non-trucking services in our logistics and intermodal businesses. Purchased transportation is generally affected by capacity in the market as well as changes in fuel prices. As capacity tightens, our payments to third-party capacity providers and to independent contractors tend to increase. Additionally, as fuel prices increase, payments to third-party capacity providers and independent contractors increase.
The $56.4 million and $57.8 million increases in the second quarter of 2026 and the first half of 2026, respectively, when compared to the same periods last year are primarily due to increases in intermodal loads, loaded miles hauled by independent contractors, and higher purchased transportation expense as third-party carriers increase prices to absorb rising fuel costs.
| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Impairments | $ | — | $ | 10,584 | $ | 882 | $ | 10,612 | (100.0 | %) | (91.7 | %) | |||||||||||||||||||||||
First quarter 2026 reflects non-cash impairments related to certain intangible assets (within the All Other Segments) and assets held for sale (within the Truckload segment). Second quarter 2025 reflects non-cash impairments related to certain real property owned and leased (within the Truckload segment). First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment).
| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Miscellaneous operating expenses | $ | 73,087 | $ | 48,733 | $ | 132,951 | $ | 94,268 | 50.0 | % | 41.0 | % | |||||||||||||||||||||||
Miscellaneous operating expenses primarily consist of legal and professional services fees, general and administrative expenses, other costs, as well as net gain on sales of equipment.
Comparison Between the Quarters Ended June 30, 2026 and 2025 — The $24.4 million increase in net consolidated miscellaneous operating expenses is primarily due to a portion of the severance expense, $10.1 million, recorded in miscellaneous operating expenses primarily related to the retirement and related consulting arrangement for our former executive chairman, an $8.2 million increase in our estimated exposure related to a pre-acquisition U.S. Xpress tax assessment, and the inclusion of $5.8 million of costs for the accounts receivable securitization program that were previously reported in interest expense under the prior arrangement. These were partially offset by an $11.7 million increase in gain on sales of operating property and equipment.
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Comparison Between Year-to-Date June 30, 2026 and 2025 — The $38.7 million increase in net consolidated miscellaneous operating expenses is primarily due to a portion of the severance expense, $10.1 million, recorded in "Miscellaneous operating expenses" primarily related to the retirement and related consulting arrangement for our former executive chairman, an $8.2 million increase in our estimated exposure related to a pre-acquisition U.S. Xpress tax assessment, and 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. These were partially offset by a $3.2 million increase in gain on sales of operating property and equipment.
Consolidated Other Expenses (Income)
| Quarter Ended June 30, | Year-to-Date June 30, | QTD 2026 vs. | YTD 2026 vs. | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | QTD 2025 | YTD 2025 | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Interest expense | $ | 23,251 | $ | 40,878 | $ | 53,980 | $ | 81,081 | (43.1 | %) | (33.4 | %) | |||||||||||||||||||||||
| Other expense (income), net | 17,919 | (13,150) | 19,100 | (24,188) | (236.3 | %) | (179.0 | %) | |||||||||||||||||||||||||||
| Income tax expense | 22,355 | 13,993 | 22,248 | 24,296 | 59.8 | % | (8.4 | %) | |||||||||||||||||||||||||||
Interest expense — Interest expense is comprised of debt and finance lease interest expense as well as amortization of deferred loan costs. Additional details regarding our debt are discussed in Note 5 in Part I, Item 1 of this Quarterly Report. Additional details regarding our senior convertible notes are discussed in Note 6 in Part I, Item 1 of this Quarterly Report.
Comparison Between the Quarters Ended June 30, 2026 and 2025 — The $17.6 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 $5.8 million of costs for the accounts receivable securitization program that were previously reported in interest expense under the prior arrangement during the second quarter of 2026 when compared to the second quarter of 2025.
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.
Other expense (income), net — Other expense (income), net is primarily comprised of losses and (gains) from our various equity investments, as well as certain other non-operating income and expense items that may arise outside of the normal course of business.
Comparison Between the Quarters Ended June 30, 2026 and 2025 — The $31.1 million increase in other expense (income), net is primarily driven by 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 during the second quarter of 2026.
Comparison Between Year-to-Date June 30, 2026 and 2025 — The $43.3 million increase in other expense (income), net is primarily by 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 during the year-to-date period ended June 30, 2026.
Income tax expense — In addition to the discussion below, Note 3 in Part I, Item 1 of this Quarterly Report provides further analysis related to income taxes.
Comparison Between the Quarters Ended June 30, 2026 and 2025 — The $8.4 million increase in consolidated income tax expense was primarily due to an increase in pretax income and additional tax expense associated with the mark-to-market adjustment. Our effective tax rate for the second quarter of 2026 was 34.1%, compared to 29.2% for the second quarter of 2025.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Comparison Between Year-to-Date June 30, 2026 and 2025 — The $2.0 million decrease in consolidated income tax expense was primarily due to a reduction of pre-tax income offset by additional tax expense associated with the mark-to-market adjustment. Our effective tax rate for the year-to-date period ended June 30, 2026 was 34.8%, compared to 27.5% for the year-to-date period ended June 30, 2025.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Non-GAAP Financial Measures | ||
The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted EPS," "Adjusted Operating Income," "Adjusted Operating Expenses," "Adjusted Operating Ratio," and "Free Cash Flow," as we define them, are not presented in accordance with GAAP. These financial measures supplement our GAAP results in evaluating certain aspects of our business. We believe that using these measures improves comparability in analyzing our performance because they remove the impact of items from our operating results that, in our opinion, do not reflect our core operating performance. Management and the Board focus on Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio as key measures of our performance, all of which are reconciled to the most comparable GAAP financial measures and further discussed below. Management and the Board use Free Cash Flow as a key measure of our liquidity. Free Cash Flow does not represent residual cash flow available for discretionary expenditures. We believe our presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts the same information that we use internally for purposes of assessing our core operating performance.
Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, Adjusted Operating Income, Adjusted Operating Expenses, Adjusted Operating Ratio, and Free Cash Flow are not substitutes for their comparable GAAP financial measures, such as net income, cash flows from operating activities, operating income, or other measures prescribed by GAAP. There are limitations to using non-GAAP financial measures. Although we believe that they improve comparability in analyzing our period to period performance, they could limit comparability to other companies in our industry if those companies define these measures differently. Because of these limitations, our non-GAAP financial measures should not be considered measures of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.
Pursuant to the requirements of Regulation G, the following tables reconcile GAAP consolidated net income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income attributable to Knight-Swift, GAAP consolidated earnings per diluted share to non-GAAP consolidated Adjusted EPS, GAAP consolidated operating ratio to non-GAAP consolidated Adjusted Operating Ratio, GAAP reportable segment operating income to non-GAAP reportable segment Adjusted Operating Income, GAAP reportable segment operating expenses to non-GAAP segment Adjusted Operating Expenses, GAAP reportable segment operating ratio to non-GAAP reportable segment Adjusted Operating Ratio, and GAAP cash flow from operations to non-GAAP Free Cash Flow.
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Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| GAAP: Net income attributable to Knight-Swift | $ | 43,189 | $ | 34,243 | $ | 41,872 | $ | 64,882 | |||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Income tax expense attributable to Knight-Swift | 22,355 | 13,993 | 22,248 | 24,296 | |||||||||||||||||||
| Income before income taxes attributable to Knight-Swift | 65,544 | 48,236 | 64,120 | 89,178 | |||||||||||||||||||
Amortization of intangibles 1 | 18,979 | 19,621 | 38,021 | 39,249 | |||||||||||||||||||
Impairments 2 | — | 10,584 | 882 | 10,612 | |||||||||||||||||||
Legal accruals and loss contingencies 3 | 699 | — | 1,299 | 261 | |||||||||||||||||||
Pre-acquisition U.S. Xpress tax assessment increase 4 | 8,228 | — | 8,228 | — | |||||||||||||||||||
Severance expense 5 | 18,197 | 941 | 18,715 | 941 | |||||||||||||||||||
Restructuring expense 6 | — | — | 200 | — | |||||||||||||||||||
Write-off of deferred debt issuance costs 7 | 1,514 | — | 1,514 | — | |||||||||||||||||||
USX purchase price obligation mark-to-market adjustment 8 | 22,810 | — | 22,810 | — | |||||||||||||||||||
| Adjusted income before income taxes | 135,971 | 79,382 | 155,789 | 140,241 | |||||||||||||||||||
Provision for income tax expense at effective rate 9 | (33,219) | (22,203) | (38,775) | (37,690) | |||||||||||||||||||
| Non-GAAP: Adjusted Net Income Attributable to Knight-Swift | $ | 102,752 | $ | 57,179 | $ | 117,014 | $ | 102,551 | |||||||||||||||
Note: Since the numbers reflected in the table below are calculated on a per share basis, they may not foot due to rounding.
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| GAAP: Earnings per diluted share | $ | 0.26 | $ | 0.21 | $ | 0.26 | $ | 0.40 | |||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Income tax expense attributable to Knight-Swift | 0.14 | 0.09 | 0.14 | 0.15 | |||||||||||||||||||
| Income before income taxes attributable to Knight-Swift | 0.40 | 0.30 | 0.39 | 0.55 | |||||||||||||||||||
Amortization of intangibles 1 | 0.12 | 0.12 | 0.23 | 0.24 | |||||||||||||||||||
Impairments 2 | — | 0.07 | 0.01 | 0.07 | |||||||||||||||||||
Legal accruals and loss contingencies 3 | — | — | 0.01 | — | |||||||||||||||||||
Pre-acquisition U.S. Xpress tax assessment increase 4 | 0.05 | — | 0.05 | — | |||||||||||||||||||
Severance expense 5 | 0.11 | 0.01 | 0.11 | 0.01 | |||||||||||||||||||
Restructuring expense 6 | — | — | — | — | |||||||||||||||||||
Write-off of deferred debt issuance costs 7 | 0.01 | — | 0.01 | — | |||||||||||||||||||
USX purchase price obligation mark-to-market adjustment 8 | 0.14 | — | 0.14 | — | |||||||||||||||||||
| Adjusted income before income taxes | 0.83 | 0.49 | 0.95 | 0.86 | |||||||||||||||||||
Provision for income tax expense at effective rate 9 | (0.20) | (0.14) | (0.24) | (0.23) | |||||||||||||||||||
| Non-GAAP: Adjusted EPS | $ | 0.63 | $ | 0.35 | $ | 0.72 | $ | 0.63 | |||||||||||||||
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1 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT Acquisition, the U.S. Xpress Acquisition, and other acquisition, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the condensed consolidated statements of comprehensive income.
2 "Impairments" reflects the non-cash impairment:
•First quarter 2026 reflects non-cash impairments related to certain intangible assets (within the All Other Segments) and assets held for sale (within the Truckload segment).
•Second quarter 2025 reflects non-cash impairments related to certain real property owned and leased (within the Truckload segment). First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment).
3 "Legal accruals" are included in "Insurance and claims" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following:
•During the second quarter of 2026, the Company recorded estimated legal expense for various legal matters and reduced the estimated amount reserved for a loss contingency related to our third-party carrier insurance business (within the All Other Segments). First quarter 2026 legal expense reflects the net increased estimated exposure for accrued legal matters based on recent settlement agreements.
•First quarter 2025 legal expense reflects the increased estimated exposure for accrued legal matters based on recent settlement agreements.
4 During the second quarter of 2026, the Company increased its estimate related to a pre-acquisition U.S. Xpress tax assessment (within the Truckload Segment) which is included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.
5 "Severance expense" is included within "Salaries, wages, and benefits" and "Miscellaneous operating expenses" in the condensed 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.
7 "Write-off of deferred debt issuance costs" relates to the full repayment of the Term A-2 loan and the partial paydown of the Term A-1 loan associated with the 2031 Notes transaction.
8 Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress.
9 For the second quarter of 2026, an adjusted effective tax rate of 24.4% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ended June 30, 2026, an adjusted effective tax rate of 24.9% was applied in our Adjusted EPS calculation. For the second quarter of 2025, an adjusted effective tax rate of 28.0% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ended June 30, 2025, an adjusted effective tax rate of 26.9% was applied in our Adjusted EPS calculation to exclude certain discrete items.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Non-GAAP Reconciliation: Consolidated Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| GAAP Presentation | (Dollars in thousands) | ||||||||||||||||||||||
| Total revenue | $ | 2,095,712 | $ | 1,861,940 | $ | 3,945,935 | $ | 3,686,302 | |||||||||||||||
| Total operating expenses | (1,990,861) | (1,789,324) | (3,812,500) | (3,547,023) | |||||||||||||||||||
| Operating income | $ | 104,851 | $ | 72,616 | $ | 133,435 | $ | 139,279 | |||||||||||||||
| Operating ratio | 95.0 | % | 96.1 | % | 96.6 | % | 96.2 | % | |||||||||||||||
| Non-GAAP Presentation | |||||||||||||||||||||||
| Total revenue | $ | 2,095,712 | $ | 1,861,940 | $ | 3,945,935 | $ | 3,686,302 | |||||||||||||||
| Truckload and LTL fuel surcharge | (331,325) | (189,739) | (543,516) | (381,138) | |||||||||||||||||||
| Revenue, excluding truckload and LTL fuel surcharge | 1,764,387 | 1,672,201 | 3,402,419 | 3,305,164 | |||||||||||||||||||
| Total operating expenses | 1,990,861 | 1,789,324 | 3,812,500 | 3,547,023 | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Truckload and LTL fuel surcharge | (331,325) | (189,739) | (543,516) | (381,138) | |||||||||||||||||||
Amortization of intangibles 1 | (18,979) | (19,621) | (38,021) | (39,249) | |||||||||||||||||||
Impairments 2 | — | (10,584) | (882) | (10,612) | |||||||||||||||||||
Legal accruals and loss contingencies 3 | (699) | — | (1,299) | (261) | |||||||||||||||||||
Pre-acquisition U.S. Xpress tax assessment increase 4 | (8,228) | — | (8,228) | — | |||||||||||||||||||
Severance expense 5 | (18,197) | (941) | (18,715) | (941) | |||||||||||||||||||
Restructuring expense 6 | — | — | (200) | — | |||||||||||||||||||
| Adjusted Operating Expenses | 1,613,433 | 1,568,439 | 3,201,639 | 3,114,822 | |||||||||||||||||||
| Adjusted Operating Income | $ | 150,954 | $ | 103,762 | $ | 200,780 | $ | 190,342 | |||||||||||||||
| Adjusted Operating Ratio | 91.4 | % | 93.8 | % | 94.1 | % | 94.2 | % | |||||||||||||||
1 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 1.
2 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2.
3 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 3.
4 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 4.
5 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 5.
6 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 6.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Non-GAAP Reconciliation: Reportable Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio
Truckload Segment
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| GAAP Presentation | (Dollars in thousands) | ||||||||||||||||||||||
| Total revenue | $ | 1,347,343 | $ | 1,214,036 | $ | 2,549,509 | $ | 2,406,586 | |||||||||||||||
| Total operating expenses | (1,258,198) | (1,168,616) | (2,423,306) | (2,316,566) | |||||||||||||||||||
| Operating income | $ | 89,145 | $ | 45,420 | $ | 126,203 | $ | 90,020 | |||||||||||||||
| Operating ratio | 93.4 | % | 96.3 | % | 95.0 | % | 96.3 | % | |||||||||||||||
| Non-GAAP Presentation | |||||||||||||||||||||||
| Total revenue | $ | 1,347,343 | $ | 1,214,036 | $ | 2,549,509 | $ | 2,406,586 | |||||||||||||||
| Fuel surcharge | (244,183) | (140,611) | (401,146) | (284,867) | |||||||||||||||||||
| Intersegment transactions | (91) | (125) | (187) | (336) | |||||||||||||||||||
| Revenue, excluding fuel surcharge and intersegment transactions | 1,103,069 | 1,073,300 | 2,148,176 | 2,121,383 | |||||||||||||||||||
| Total operating expenses | 1,258,198 | 1,168,616 | 2,423,306 | 2,316,566 | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Fuel surcharge | (244,183) | (140,611) | (401,146) | (284,867) | |||||||||||||||||||
| Intersegment transactions | (91) | (125) | (187) | (336) | |||||||||||||||||||
Amortization of intangibles 1 | (1,551) | (1,775) | (3,102) | (3,550) | |||||||||||||||||||
Impairments 2 | — | (10,584) | (50) | (10,612) | |||||||||||||||||||
Legal accruals 3 | — | — | — | (82) | |||||||||||||||||||
Pre-acquisition U.S. Xpress tax assessment increase 4 | (8,228) | — | (8,228) | — | |||||||||||||||||||
Severance expense 5 | — | (625) | — | (625) | |||||||||||||||||||
Restructuring expense 6 | — | — | (200) | — | |||||||||||||||||||
| Adjusted Operating Expenses | 1,004,145 | 1,014,896 | 2,010,393 | 2,016,494 | |||||||||||||||||||
| Adjusted Operating Income | $ | 98,924 | $ | 58,404 | $ | 137,783 | $ | 104,889 | |||||||||||||||
| Adjusted Operating Ratio | 91.0 | % | 94.6 | % | 93.6 | % | 95.1 | % | |||||||||||||||
1"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S. Xpress Acquisition.
2See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2.
3See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 3.
4See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 4.
5See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 5.
6See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 6.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
LTL Segment
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| GAAP Presentation | (Dollars in thousands) | ||||||||||||||||||||||
| Total revenue | $ | 420,148 | $ | 386,854 | $ | 788,512 | $ | 739,255 | |||||||||||||||
| Total operating expenses | (398,489) | (368,521) | (770,418) | (708,228) | |||||||||||||||||||
| Operating income | $ | 21,659 | $ | 18,333 | $ | 18,094 | $ | 31,027 | |||||||||||||||
| Operating ratio | 94.8 | % | 95.3 | % | 97.7 | % | 95.8 | % | |||||||||||||||
| Non-GAAP Presentation | |||||||||||||||||||||||
| Total revenue | $ | 420,148 | $ | 386,854 | $ | 788,512 | $ | 739,255 | |||||||||||||||
| Fuel surcharge | (87,142) | (49,128) | (142,370) | (96,271) | |||||||||||||||||||
| Revenue, excluding fuel surcharge | 333,006 | 337,726 | 646,142 | 642,984 | |||||||||||||||||||
| Total operating expenses | 398,489 | 368,521 | 770,418 | 708,228 | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Fuel surcharge | (87,142) | (49,128) | (142,370) | (96,271) | |||||||||||||||||||
Amortization of intangibles 1 | (4,790) | (5,020) | (9,576) | (10,047) | |||||||||||||||||||
| Adjusted Operating Expenses | 306,557 | 314,373 | 618,472 | 601,910 | |||||||||||||||||||
| Adjusted Operating Income | $ | 26,449 | $ | 23,353 | $ | 27,670 | $ | 41,074 | |||||||||||||||
| Adjusted Operating Ratio | 92.1 | % | 93.1 | % | 95.7 | % | 93.6 | % | |||||||||||||||
1"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified with the ACT, MME, and DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE Acquisition.
Logistics Segment
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| GAAP Presentation | (Dollars in thousands) | ||||||||||||||||||||||
| Revenue | $ | 139,696 | $ | 128,298 | $ | 267,304 | $ | 269,919 | |||||||||||||||
| Total operating expenses | (135,869) | (122,751) | (259,854) | (259,229) | |||||||||||||||||||
| Operating income | $ | 3,827 | $ | 5,547 | $ | 7,450 | $ | 10,690 | |||||||||||||||
| Operating ratio | 97.3 | % | 95.7 | % | 97.2 | % | 96.0 | % | |||||||||||||||
| Non-GAAP Presentation | |||||||||||||||||||||||
| Revenue | $ | 139,696 | $ | 128,298 | $ | 267,304 | $ | 269,919 | |||||||||||||||
| Total operating expenses | 135,869 | 122,751 | 259,854 | 259,229 | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
Amortization of intangibles 1 | (1,159) | (1,164) | (2,323) | (2,328) | |||||||||||||||||||
| Adjusted Operating Expenses | 134,710 | 121,587 | 257,531 | 256,901 | |||||||||||||||||||
| Adjusted Operating Income | $ | 4,986 | $ | 6,711 | $ | 9,773 | $ | 13,018 | |||||||||||||||
| Adjusted Operating Ratio | 96.4 | % | 94.8 | % | 96.3 | % | 95.2 | % | |||||||||||||||
1"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the U.S. Xpress and UTXL acquisitions.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Intermodal Segment
| Quarter Ended June 30, | Year-to-Date June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| GAAP Presentation | (Dollars in thousands) | ||||||||||||||||||||||
| Revenue | $ | 113,388 | $ | 84,065 | $ | 206,977 | $ | 175,168 | |||||||||||||||
| Total operating expenses | (112,735) | (87,494) | (207,748) | (180,409) | |||||||||||||||||||
| Operating income (loss) | $ | 653 | $ | (3,429) | $ | (771) | $ | (5,241) | |||||||||||||||
| Operating ratio | 99.4 | % | 104.1 | % | 100.4 | % | 103.0 | % | |||||||||||||||
Non-GAAP Reconciliation: Free Cash Flow
| Year-to-Date June 30, 2026 | |||||
| GAAP: Cash flows from operations | $ | 450,358 | |||
| Adjusted for: | |||||
| Proceeds from sale of property and equipment, including assets held for sale | 120,764 | ||||
| Purchases of property and equipment | (380,682) | ||||
| Non-GAAP: Free Cash Flow | $ | 190,440 | |||
Liquidity and Capital Resources | ||
Sources of Liquidity
Our primary sources of liquidity are funds provided by operations and the following:
| Source | June 30, 2026 | |||||||
| (In thousands) | ||||||||
| Cash and cash equivalents, excluding restricted cash | $ | 186,114 | ||||||
Availability under 2025 Revolver, due July 8, 2030 1 | 1,485,305 | |||||||
Availability under 2025 RPA, due October 2, 2028 2 | 900 | |||||||
| Total unrestricted liquidity | $ | 1,672,319 | ||||||
Cash and cash equivalents – restricted 3 | 81,545 | |||||||
| Total liquidity, including restricted cash | $ | 1,753,864 | ||||||
1 As of June 30, 2026, we had no borrowings under our $1.5 billion 2025 Revolver. We additionally had $14.7 million in outstanding letters of credit (discussed below) issued under the 2025 Revolver, leaving $1,485.3 million available under the 2025 Revolver.
2 Based on eligible receivables at June 30, 2026, our facility capacity under the 2025 RPA was $542.1 million, while outstanding capital was $541.2 million, leaving $0.9 million available under the 2025 RPA. Refer to Note 4 in Part I, Item 1 of this Quarterly Report for more information regarding the 2025 RPA.
3 Restricted cash is primarily held by our captive insurance companies for claims payments. "Cash and cash equivalents – restricted" consists of $74.7 million included in "Cash and cash equivalents – restricted" on the condensed consolidated balance sheet held by Mohave and Red Rock for claims payments. The remaining $6.8 million is included in "Other long-term assets" and is held in escrow accounts to meet statutory requirements.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Uses of Liquidity
Our business requires substantial amounts of cash for operating activities, including salaries and wages paid to our employees, contract payments to independent contractors, insurance and claims payments, tax payments, and others. We also use large amounts of cash and credit for the following activities:
Capital Expenditures — Subject to our liquidity and our ability to generate acceptable returns, we make substantial cash capital expenditures to maintain a modern company tractor fleet, refresh and expand our trailer fleet (when justified by customer demand), expand our network of LTL service centers, and, to a lesser extent, fund upgrades to our terminals and technology in our various service offerings. In connection with our business strategy, we regularly evaluate acquisition and strategic partnership opportunities. We expect net cash capital expenditures for full-year 2026 will be in the range of $600 million - $650 million. Our expected net cash capital expenditures primarily represent replacements of existing tractors and trailers and investments in our terminal network, driver amenities, and technology, and excludes acquisitions. We believe we have ample flexibility in our trade cycle and purchase agreements to alter our current plans if economic and other conditions warrant.
Over the long-term, we will continue to have significant capital requirements, which may require us to seek additional borrowing, lease financing, or equity capital. The availability of financing or equity capital will depend upon our financial condition and results of operations as well as prevailing market conditions. If such additional borrowing, lease financing, or equity capital is not available at the time we need it, then we may need to borrow more under the 2025 Revolver (if not then fully drawn), extend the maturity of then-outstanding debt, rely on alternative financing arrangements, engage in asset sales, limit our fleet size, or operate our revenue equipment for longer periods.
There can be no assurance that we will be able to obtain additional debt under our existing financial arrangements to satisfy our ongoing capital requirements. However, we believe the combination of our expected cash flows, financing available through operating and finance leases, available funds under our 2025 RPA, and availability under the 2025 Revolver will be sufficient to fund our expected capital expenditures for at least the next twelve months.
Principal and Interest Payments — As of June 30, 2026, we had debt and finance lease obligations of $2.4 billion, which are discussed under "Material Debt Agreements," below. Certain cash flows from operations are committed to minimum payments of principal and interest on our debt and lease obligations. Additionally, when our financial position allows, we periodically make voluntary prepayments on our outstanding debt balances.
Letters of Credit — Our lenders issue standby letters of credit on our behalf, certain of which reduce availability under our revolving line of credit. As of June 30, 2026, we also had outstanding letters of credit of $194.8 million pursuant to a bilateral agreement which do not impact the availability of the 2025 Revolver. Standby letters of credit are typically issued for the benefit of regulatory authorities, insurance companies and state departments of insurance for the purpose of satisfying certain collateral requirements, primarily related to our automobile, workers' compensation, and general insurance liabilities.
Share Repurchases — From time to time, and depending on Free Cash Flow1 availability, debt levels, common stock prices, general economic and market conditions, as well as internal approval requirements, we may repurchase shares of our outstanding common stock. As of June 30, 2026, the Company had $200.0 million remaining under the 2022 Knight-Swift Share Repurchase Plan. Additional details regarding our share repurchase plans are discussed in Note 10 in Part I, Item 1 of this Quarterly Report.
________
1Refer to "Non-GAAP Financial Measures."
Working Capital
We had a working capital deficit of $132.4 million as of June 30, 2026 and a working capital deficit of $143.7 million as of December 31, 2025. The working capital deficits as of June 30, 2026 and December 31, 2025 are primarily due to the reduction in our trade receivables due to their sale as part of the 2025 RPA.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Material Debt Agreements
As of June 30, 2026, we had $2.4 billion in material debt obligations at the following carrying values:
•$224.4 million: 2025 Term Loan A-1, due July 2030, net of $0.6 million in deferred loan costs
•$1.47 billion: 2031 Notes, due November 2031, net of $1.3 million in unamortized debt issuance costs and $32.9 million of unamortized debt discount
•$606.3 million: Finance lease obligations
•$0.0 million: 2025 Revolver, due July 2030
•$70.8 million: Revenue equipment installment notes
•$8.3 million: Other
As of December 31, 2025, we had $2.4 billion in material debt obligations at the following carrying values:
•$698.1 million: 2025 Term Loan A-1, due July 2030, net of $1.9 million in deferred loan costs
•$299.4 million: 2025 Term Loan A-2, due January 2027, net of $0.6 million in deferred loan costs
•$606.2 million: Finance lease obligations
•$626.0 million: 2025 Revolver, due July 2030
•$106.6 million: Revenue equipment installment notes
•$13.9 million: Other
Cash Flow Analysis | ||
| Year-to-Date June 30, | Change | ||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| (In thousands) | |||||||||||||||||
| Net cash provided by operating activities | $ | 450,358 | $ | 325,929 | $ | 124,429 | |||||||||||
| Net cash used in investing activities | (257,063) | (189,617) | (67,446) | ||||||||||||||
| Net cash used in financing activities | (234,376) | (161,586) | (72,790) | ||||||||||||||
Net Cash Provided by Operating Activities
Comparison Between Year-to-Date June 30, 2026 and 2025 — The $124.4 million increase in net cash provided by operating activities was primarily driven by a $36.9 million decrease in income taxes paid, a $25.1 million decrease in interest paid, and the timing of changes of $62.8 million within "Accrued liabilities and claims accrual" for the year-to-date June 30, 2026 in comparison to the same period in 2025.
Note: Factors affecting operating income are discussed in "Results of Operations — Consolidated Operating and Other Expenses."
Net Cash Used in Investing Activities
Comparison Between Year-to-Date June 30, 2026 and 2025 — The $67.4 million increase in net cash used in investing activities was primarily due to a $87.7 million increase in net cash capital expenditures and was partially offset by a $10.4 million decrease in cash used on the acquisitions of leased properties.
Net Cash Used in Financing Activities
Comparison Between Year-to-Date June 30, 2026 and 2025 — Net cash used in financing activities increased by $72.8 million, primarily due to an increase in net payments on our finance leases and long-term debt of $734.2 million, an increase in net payments on our revolver of $691.0 million, our purchase of $107.1 million of the 2026 Capped Calls, and a $6.8 million increase in dividends paid, partially offset by $1.5 billion in net proceeds from the 2031 Notes.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Seasonality | ||
Discussion regarding the impact of seasonality on our business is included in Note 1 in the notes to the condensed consolidated financial statements, included in Part I, Item 1 of this Quarterly Report, incorporated by reference herein.
Inflation | ||
Most of our operating expenses are inflation-sensitive, with inflation generally leading to increased costs of operations. Price increases in manufactured revenue equipment has impacted the cost for us to acquire new equipment. Cost increases have also impacted the cost of parts for equipment repairs and maintenance. The qualified driver shortage experienced by the trucking industry overall has had the effect of increasing compensation paid to our driving associates. We have also experienced inflation in insurance and claims cost related to health insurance and claims as well as auto liability insurance and claims. Prolonged periods of inflation have recently and could continue to cause interest rates, fuel, wages, and other costs to increase as well. Any of these factors could adversely affect our results of operations unless freight rates correspondingly increase.
Recently Issued Accounting Pronouncements | ||
See Note 2 in Part I, Item 1 of this Quarterly Report, which is incorporated herein by reference, for the impact of recently issued accounting pronouncements on the Company's condensed consolidated financial statements.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||
Other than as disclosed below, there have been no material changes from the market risks discussed in the section entitled "Quantitative and Qualitative Disclosures About Market Risk" set forth in Part II, Item 7A of our 2025 Annual Report.
Commodity Price Risk
We have commodity exposure with respect to fuel used in company-owned tractors. Increases in fuel prices would raise our operating costs, even after applying fuel surcharge revenue. Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. The weekly average diesel price per gallon in the US increased to an average of $5.33 per gallon for the second quarter of 2026 from an average of $3.56 per gallon for the second quarter of 2025. The weekly average diesel price per gallon in the US increased to an average of $4.73 per gallon for year-to-date June 30, 2026 from $3.59 for year-to-date June 30, 2025. We cannot predict the extent or speed of potential changes in fuel price levels in the future, the degree to which the lag effect of our fuel surcharge programs will impact us as a result of the timing and magnitude of such changes, or the extent to which effective fuel surcharges can be maintained and collected to offset such increases. We generally have not used derivative financial instruments to hedge our fuel price exposure in the past, but continue to evaluate this possibility.
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| ITEM 4. | CONTROLS AND PROCEDURES | ||||
Disclosure Controls and Procedures
We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board. Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures. Based on this evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (2) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We base our internal control over financial reporting on the criteria set forth in the 2013 COSO Internal Control: Integrated Framework.
We have confidence in our disclosure controls and procedures and internal control over financial reporting. Nevertheless, our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all errors, misstatements, or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
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| PART II OTHER INFORMATION | ||||||||||||||
| ITEM 1. | LEGAL PROCEEDINGS | ||||
Information about our legal proceedings is included in Note 9 of the notes to our condensed consolidated financial statements, included in Part I, Item 1, of this Quarterly Report for the period ended June 30, 2026, and is incorporated by reference herein.
| ITEM 1A. | RISK FACTORS | ||||
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
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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
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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.
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| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | ||||
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value That May Yet be Purchased Under the Plans or Programs 1 | |||||||||||||||||||
| (in thousands, except per share data) | |||||||||||||||||||||||
| April 1, 2026 to April 30, 2026 | — | $ | — | — | $ | 200,041 | |||||||||||||||||
| May 1, 2026 to May 31, 2026 | — | $ | — | — | $ | 200,041 | |||||||||||||||||
| June 1, 2026 to June 30, 2026 | — | $ | — | — | $ | 200,041 | |||||||||||||||||
| Total | — | $ | — | — | $ | 200,041 | |||||||||||||||||
1In April 2022, the Board approved the $350.0 million 2022 Knight-Swift Share Repurchase Plan. There is no expiration date associated with the 2022 Knight-Swift Share Repurchase Plan. See Note 10 in Part I, Item 1 of this Quarterly Report regarding our share repurchase plan.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | ||||
Not applicable.
| ITEM 4. | MINE SAFETY DISCLOSURES | ||||
Not applicable.
| ITEM 5. | OTHER INFORMATION | ||||
During the quarter ended June 30, 2026, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.
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| ITEM 6. | EXHIBITS | ||||
| Exhibit Number | Description | Page or Method of Filing | ||||||||||||
3.1 | Fourth Amended and Restated Certificate of Incorporation of Knight-Swift Transportation Holdings Inc. | Incorporated by reference to Exhibit 3.1 of Form 10-Q for the quarter ended June 30, 2020 | ||||||||||||
3.2 | Fifth Amended and Restated By-laws of Knight-Swift Transportation Holdings Inc. | Incorporated by reference to Exhibit 3.1 of Form 8-K filed on November 12, 2023 | ||||||||||||
4.1 | Indenture, dated as of May 8, 2026, by and between Knight-Swift Transportation Holdings Inc. and U.S. Bank Trust Company, National Association, as Trustee | Incorporated by reference to Exhibit 4.1 of Form 8-K filed on May 8, 2026 | ||||||||||||
4.2 | Form of Global Note, representing Knight-Swift Transportation Holdings Inc.’s 1.00% Convertible Senior Notes due 2031 (included as Exhibit A to the Indenture filed as Exhibit 4.1) | Incorporated by reference to Exhibit 4.2 of Form 8-K filed on May 8, 2026 | ||||||||||||
10.1 | Form of Confirmation for Capped Call Transactions | Incorporated by reference to Exhibit 10.1 of Form 8-K filed on May 8, 2026 | ||||||||||||
10.2* | Retirement and Consulting Agreement by and between Kevin Knight and Knight-Swift Transportation Holdings, Inc., dated as of June 4, 2026 | Filed herewith | ||||||||||||
31.1 | Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Adam W. Miller, the Company's Chief Executive Officer (principal executive officer). | Filed herewith | ||||||||||||
31.2 | Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Andrew Hess, the Company's Chief Financial Officer (principal financial officer). | Filed herewith | ||||||||||||
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Adam W. Miller, the Company's Chief Executive Officer. | Furnished herewith | ||||||||||||
32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Andrew Hess, the Company's Chief Financial Officer. | Furnished herewith | ||||||||||||
101.INS | Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||||||||
101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith | ||||||||||||
101.CAL | XBRL Taxonomy Calculation Linkbase Document | Filed herewith | ||||||||||||
101.LAB | XBRL Taxonomy Label Linkbase Document | Filed herewith | ||||||||||||
101.PRE | XBRL Taxonomy Presentation Linkbase Document | Filed herewith | ||||||||||||
101.DEF | XBRL Taxonomy Extension Definition Document | Filed herewith | ||||||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | Filed herewith | ||||||||||||
* Management contract or compensatory plan, contract, or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. | |||||||||||||||||
| Date: | July 29, 2026 | /s/ Adam W. Miller | |||||||||||||||
| Adam W. Miller | |||||||||||||||||
| Chief Executive Officer, in his capacity as such and on | |||||||||||||||||
| behalf of the registrant | |||||||||||||||||
| Date: | July 29, 2026 | /s/ Andrew Hess | |||||||||||||||
| Andrew Hess | |||||||||||||||||
| Chief Financial Officer, in his capacity as such and on | |||||||||||||||||
| behalf of the registrant | |||||||||||||||||
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