STOCK TITAN

Knight-Swift (NYSE: KNX) lifts Q2 adjusted EPS 80% and sets Q3 outlook

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings Inc. reported solid second quarter 2026 results, with total revenue of $2.1 billion, up 12.6% year-over-year. Net income attributable to Knight-Swift was $43.2 million and diluted EPS was $0.26, compared with $0.21 a year earlier. Adjusted Net Income Attributable to Knight-Swift was $102.8 million and Adjusted EPS was $0.63, up sharply from $0.35.

Consolidated operating income rose to $104.9 million, with Adjusted Operating Income of $151.0 million and an improved Adjusted Operating Ratio of 91.4%. Truckload revenue excluding fuel surcharge increased and its Adjusted Operating Ratio improved to 91.0%, while LTL posted an Adjusted Operating Ratio of 92.1%. Logistics grew revenue but experienced margin pressure, and Intermodal returned to profitability with revenue up 34.9%. Year-to-date Free Cash Flow was $190.4 million, and liquidity totaled about $1.7 billion with Net Debt of $2.2 billion. The company issued $1.5 billion of 1.0% convertible senior notes due 2031 and declared a quarterly dividend of $0.20 per share. Management expects third quarter 2026 Adjusted EPS between $0.71 and $0.77.

Positive

  • Adjusted EPS was $0.63 in Q2 2026, up 80.0% from $0.35 a year earlier, with Adjusted Net Income rising 79.7% to $102.8 million.
  • Consolidated Adjusted Operating Ratio improved 240 bps year-over-year to 91.4%, led by Truckload Adjusted OR improving 360 bps to 91.0%.

Negative

  • None.

Filing Explained

The June 30 financing replaced floating-rate borrowings with convertible debt; a call spread raises the effective conversion price, but future conversion remains conditional.

The Form 8-K reports that Knight-Swift issued $1.5 billion of convertible senior notes in the second quarter and used the financing to repay floating-rate credit-facility borrowings; the notes are outstanding debt, while any share dilution remains conditional on conversion.

The financing carries a 1.0% fixed coupon and is paired with a $107 million call spread that raises the effective conversion price from $80.11 to $104.75 per share. Issuing shares on conversion would increase the share count and reduce existing holders’ percentage ownership.

The filing’s $115.00-per-share illustration assumes 18,725,189 shares underlying the notes and shows 1,668,333 shares issuable, or approximately 1.0% of shares outstanding; it is expressly hypothetical, not a current issuance.

As of June 30, 2026, the presentation reported $0 outstanding on the $1.5 billion revolving line and $225 million of term loans; future filings would establish whether the notes are converted and shares are issued.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total revenue $2,095,712 thousand Quarter ended June 30, 2026; 12.6% increase year-over-year
Net income attributable to Knight-Swift $43,189 thousand Quarter ended June 30, 2026; 26.1% increase year-over-year
Adjusted Net Income Attributable to Knight-Swift $102,752 thousand Quarter ended June 30, 2026; 79.7% increase year-over-year
Diluted EPS $0.26 Quarter ended June 30, 2026; up from $0.21 in Q2 2025
Adjusted EPS $0.63 Quarter ended June 30, 2026; up from $0.35 in Q2 2025
Adjusted Operating Ratio 91.4% Consolidated, quarter ended June 30, 2026; improved from 93.8%
Free Cash Flow $190,440 thousand Year-to-date period ended June 30, 2026
Adjusted EPS guidance $0.71 to $0.77 Expected range for third quarter of 2026
Adjusted Operating Ratio financial
"The consolidated operating ratio for the quarter improved 110 basis points year-over-year to 95.0%, and the Adjusted Operating Ratio1 improved 240 basis points to 91.4%."
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.
Free Cash Flow financial
"Free Cash Flow3 for the year-to-date period ended June 30, 2026, was $190.4 million, reflecting $450.4 million in operating cash flows and $259.9 million of cash capital expenditures, net of disposal proceeds."
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.
accounts receivable securitization program financial
"operating income for the current quarter includes $5.8 million of costs for the new accounts receivable securitization program whereas costs of the prior arrangement were reported in interest expense prior to 2026."
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.
convertible senior notes financial
"we issued $1.5 billion face amount of convertible 1.0% bonds due November 2031, and we made $626.0 million of net payments on our 2025 Revolver"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
call spread financial
"A $107 million call spread raises the effective conversion price to $104.75 per share, versus the base conversion price of $80.11."
Total revenue $2,095,712 thousand 12.6% increase year-over-year
Net income attributable to Knight-Swift $43,189 thousand 26.1% increase year-over-year
Diluted EPS $0.26 23.8% increase from $0.21 in Q2 2025
Adjusted EPS $0.63 80.0% increase from $0.35 in Q2 2025
Adjusted Operating Ratio 91.4% Improved from 93.8% in Q2 2025
Guidance

Management expects Adjusted EPS between $0.71 and $0.77 for the third quarter of 2026, assuming continued tight capacity, stable demand, and typical seasonality across Truckload and LTL, with improved Truckload and LTL Adjusted Operating Ratios and stable Logistics and Intermodal performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What were Knight-Swift (KNX) revenues and earnings for Q2 2026?

Knight-Swift reported $2.1 billion total revenue in Q2 2026, up 12.6% year-over-year. Net income attributable to Knight-Swift was $43.2 million, with GAAP diluted EPS of $0.26 compared with $0.21 in the second quarter of 2025.

How did Knight-Swift (KNX) Q2 2026 Adjusted EPS compare to 2025?

Adjusted EPS in Q2 2026 was $0.63, up from $0.35 in Q2 2025, an 80.0% year-over-year increase. Adjusted Net Income Attributable to Knight-Swift rose to $102.8 million from $57.2 million, reflecting stronger underlying operating performance.

What guidance did Knight-Swift (KNX) give for Q3 2026 Adjusted EPS?

Management expects Q3 2026 Adjusted EPS to range from $0.71 to $0.77. This outlook assumes continued tight capacity, stable demand, typical truckload and LTL seasonality, and segment trends including better Truckload and LTL operating ratios and stable Logistics and Intermodal performance.

How did Knight-Swift’s operating ratios perform in Q2 2026?

The consolidated operating ratio improved to 95.0%, while Adjusted Operating Ratio improved to 91.4%. Truckload posted an Adjusted Operating Ratio of 91.0%, LTL 92.1%, Logistics 96.4%, and Intermodal’s operating ratio improved to 99.4% from 104.1%.

What is Knight-Swift’s (KNX) liquidity and leverage as of June 30, 2026?

As of June 30, 2026, Knight-Swift had about $1.7 billion of unrestricted cash and available liquidity and $7.0 billion of stockholders’ equity. Net Debt, defined as face value of debt net of unrestricted cash, was $2.2 billion.

What were Knight-Swift’s (KNX) Free Cash Flow and capital spending in 2026 year-to-date?

For the year-to-date period ended June 30, 2026, Free Cash Flow was $190.4 million, based on $450.4 million of operating cash flows and $259.9 million of net cash capital expenditures. The company expects full-year 2026 net cash capex of $600–$650 million.
0001492691false00014926912026-07-222026-07-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________________________________________________________________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2026

___________________________________________________________________________________________________________________________________
Image2.jpg
___________________________________________________________________________________________________________________________________

Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)
___________________________________________________________________________________________________________________________________
Delaware001-3500720-5589597
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
2002 West Wahalla Lane
Phoenix, Arizona 85027
(Address of principal executive offices and zip code)
(602) 269-2000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock $0.01 Par ValueKNXNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.



ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 22, 2026, Knight-Swift Transportation Holdings Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the quarter ended June 30, 2026. A copy of the Press Release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report that is furnished under Item 2.02, including the exhibits hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
ExhibitDescription
Exhibit 99.1
Knight-Swift Transportation Holdings Inc. Press Release Announcing Financial Results for the Quarter Ended June 30, 2026
Exhibit 99.2
Knight-Swift Transportation Holdings Inc. Second Quarter 2026 Earnings Presentation
Exhibit 104
Cover Page Interactive Data File
The information in Items 2.02 and 9.01 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by the forward-looking statements. Please refer to the paragraphs at the end of the attached press release and at the beginning of the attached earnings presentation, as well as various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.




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.
(Registrant)
Date:July 22, 2026/s/ Andrew Hess
Andrew Hess
Chief Financial Officer

Exhibit 99.1
image2.jpg

July 22, 2026
Phoenix, Arizona
Knight-Swift Transportation Holdings Inc. Reports Second Quarter 2026 Revenue and Earnings
Knight-Swift Transportation Holdings Inc. (NYSE: KNX) ("Knight-Swift" or the "Company"), one of the largest and most diversified freight transportation companies, operating the largest full truckload fleet in North America, today reported second quarter 2026 net income attributable to Knight-Swift of $43.2 million and Adjusted Net Income Attributable to Knight-Swift1 of $102.8 million. GAAP earnings per diluted share for the second quarter of 2026 were $0.26, compared to $0.21 for the second quarter of 2025. Adjusted EPS1 was $0.63 for the second quarter of 2026, compared to $0.35 for the second quarter of 2025.

Key Financial Highlights
Quarter Ended June 30,
20262025Change
(Dollars in thousands, except per share data)
Total revenue$2,095,712 $1,861,940 12.6 %
Revenue, excluding truckload and LTL fuel surcharge$1,764,387 $1,672,201 5.5 %
Operating income$104,851 $72,616 44.4 %
Adjusted Operating Income 1
$150,954 $103,762 45.5 %
Net income attributable to Knight-Swift$43,189 $34,243 26.1 %
Adjusted Net Income Attributable to Knight-Swift 1
$102,752 $57,179 79.7 %
Earnings per diluted share$0.26 $0.21 23.8 %
Adjusted EPS 1
$0.63 $0.35 80.0 %
1See GAAP to non-GAAP reconciliation in the schedules following this release.
During the second quarter of 2026, consolidated total revenue was $2.1 billion, a 12.6% increase from the second quarter of 2025, while consolidated revenue, excluding truckload and LTL fuel surcharge, grew 5.5%. Consolidated operating income was $104.9 million, a 44.4% increase compared to the same quarter last year. Adjusted Operating Income was $151.0 million, a 45.5% increase year-over-year. The consolidated operating ratio for the quarter improved 110 basis points year-over-year to 95.0%, and the Adjusted Operating Ratio1 improved 240 basis points to 91.4%.
Truckload Revenue, excluding fuel surcharge, increased 2.8% year-over-year driven by a 5.5% improvement in revenue per loaded mile, excluding fuel surcharge and intersegment transactions. Adjusted Operating Ratio of 91.0% was 360 basis points better year-over-year, primarily driven by pricing improvement and a 140 basis point reduction in empty miles percentage.
LTL — Revenue, excluding fuel surcharge, decreased 1.4% year-over-year on a 3.7% decrease in shipments per day as initiatives to improve freight mix and network efficiency continue. Tonnage per day grew 4.0% on a 7.9% increase in weight per shipment, and length of haul grew 5.3%. Adjusted Operating Ratio of 92.1% improved 100 basis points year-over-year.
Logistics — Revenue grew 8.9% year-over-year as revenue per load increased 29.6% while load count declined 16.4% as we maintain a disciplined approach to profitability and carrier quality. Gross margin of 15.4% declined 120 basis points sequentially from first quarter levels as pressure on third-party capacity continues.
Intermodal — Revenue grew 34.9% year-over-year and Operating Ratio improved 470 basis points to 99.4%. Revenue per load grew 12.8% and load count improved 19.6% year-over-year to the highest second quarter mark since 2021.



Our GAAP and non-GAAP results for the quarter include certain items that impact the comparability of year-over-year results. These items include a $17.6 million reduction in interest expense and a 4.9 percentage point increase in the effective tax rate on our GAAP results year-over-year. Additionally, operating income for the current quarter includes $5.8 million of costs for the new accounts receivable securitization program whereas costs of the prior arrangement were reported in interest expense prior to 2026. Further, our GAAP results for the current quarter include a $22.8 million expense for a mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress, an $18.2 million severance charge primarily related to the retirement and related consulting arrangement for our former executive chairman, an $8.2 million increase in estimated accrual exposure related to a pre-acquisition U.S. Xpress tax assessment, and a $1.5 million write-off of debt issuance costs, while the prior year quarter included $11.5 million of impairment and severance charges, all of which are excluded from our non-GAAP results as shown in the reconciliation schedules following this release.
Adam Miller, CEO of Knight-Swift, commented, "The second quarter saw a continued and rapid progression in truckload market conditions, with supply-driven tightening pushing spot rates, tender rejection rates, and contractual negotiations higher over the course of the quarter. We believe our business is positioned particularly well for environments such as this, with our leading over-the-road scale, agility in the market to optimize yield, collaborative cross-brand solutions to meet shippers' needs, an industry-leading academy network and training infrastructure to source professional drivers, and an intense cultural focus on cost and excellence in execution to convert opportunities into earnings. We believe demand for our truckload service offering is outpacing the market, as evidenced by our tender rejection rates running roughly twice the levels of public indicators in the second quarter. Realized revenue per mile was just beginning to recover in the second quarter, as contract rate improvement in the period was largely driven by bids priced early in the year, with more recent bids reflecting the tighter backdrop only starting to take effect late in the quarter. While our Truckload revenue and margin grew during the quarter, we anticipate meaningful opportunity ahead as the improvement in rate per loaded mile accelerated from low single-digits coming into the quarter to high single-digits in June. Our over-the-road business in particular posted double-digit year-over-year improvement in rate for the month of June. In addition, disciplined network management amplified the margin opportunity as a reduction in empty miles produced even greater improvement in revenue per total mile.
"Beyond the truckload market, the LTL market saw solid demand that is starting to trend up in certain areas along with indirect benefits from the tightening in the truckload market. We are encouraged by steady gains in rate renewals, ongoing improvements in freight mix, and progress driving network efficiencies. Our Logistics segment was impacted by the squeeze on gross margin that persisted through the second quarter as the cost of spot capacity continued to escalate faster than contractual pricing gains. Our Intermodal segment posted strong volume growth and early stages of pricing improvement. Combined with structural cost reductions and efficiency gains, these factors returned the business to profitability, and we intend to build on that momentum.
"Driver availability is showing signs of tightness as safe, quality drivers are becoming more of a premium. We continue to monitor this situation across our services closely and are taking thoughtful, intentional actions designed to maximize the success of both our professional drivers and our businesses. Similar to our outlook last quarter, we expect momentum across our businesses to build as rates continue to be reset, as we maintain our cost and operational initiatives, and as we anticipate more spot and project opportunities than we have seen in recent years."
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2


Other (Expense) Income — We recorded $17.9 million of expense within "Other (expense) income, net" in the second quarter of 2026, compared to $13.2 million of income in the second quarter of 2025. The net expense in the current period is primarily the result of a $22.8 million expense for the mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress and a $1.5 million write-off of debt issuance costs, both of which are excluded from our non-GAAP results.
Income Taxes — The effective tax rate on our GAAP results was 34.1% for the second quarter of 2026, compared to 29.2% for the second quarter of 2025. The effective tax rate on our non-GAAP results was 24.4% for the second quarter of 2026, compared to 28.0% for the second quarter of 2025.
Dividend — On May 12, 2026, our board of directors declared a quarterly cash dividend of $0.20 per share of our common stock. The dividend was payable to the Company's stockholders of record as of June 8, 2026, and was paid on June 22, 2026.
Segment Financial Performance
Truckload Segment
Quarter Ended June 30,
20262025Change
(Dollars in thousands)
Revenue, excluding fuel surcharge and intersegment transactions$1,103,069 $1,073,300 2.8 %
Operating income$89,145 $45,420 96.3 %
Adjusted Operating Income 1
$98,924 $58,404 69.4 %
Operating ratio93.4 %96.3 %(290  bps)
Adjusted Operating Ratio 1
91.0 %94.6 %(360  bps)
1See GAAP to non-GAAP reconciliation in the schedules following this release.
Our diverse Truckload segment consists of our irregular route, dedicated, refrigerated, expedited, flatbed, and cross-border truckload operations across our brands with approximately 14,900 irregular route tractors and nearly 5,800 dedicated tractors.
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 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 empty miles 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.
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3


LTL Segment
Quarter Ended June 30,
20262025Change
(Dollars in thousands)
Revenue, excluding fuel surcharge$333,006 $337,726 (1.4 %)
Operating income$21,659 $18,333 18.1 %
Adjusted Operating Income 1
$26,449 $23,353 13.3 %
Operating ratio94.8 %95.3 %(50  bps)
Adjusted Operating Ratio 1
92.1 %93.1 %(100  bps)
1See GAAP to non-GAAP reconciliation in the schedules following this release.
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. The Adjusted Operating Ratio improved 100 basis points year-over-year to 92.1%, and Adjusted Operating Income grew 13.3%.
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.
Logistics Segment
Quarter Ended June 30,
20262025Change
(Dollars in thousands)
Revenue$139,696 $128,298 8.9 %
Operating income$3,827 $5,547 (31.0 %)
Adjusted Operating Income 1
$4,986 $6,711 (25.7 %)
Operating ratio97.3 %95.7 %160 bps
Adjusted Operating Ratio 1
96.4 %94.8 %160 bps
1See GAAP to non-GAAP reconciliation in the schedules following this release.
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.
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4


Intermodal Segment
Quarter Ended June 30,
20262025Change
(Dollars in thousands)
Revenue$113,388 $84,065 34.9 %
Operating income (loss)$653 $(3,429)— 
Operating ratio99.4 %104.1 %(470 bps)
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.
All Other Segments
Quarter Ended June 30,
20262025Change
(Dollars in thousands)
Revenue$105,564 $74,446 41.8 %
Operating (loss) income$(10,433)$6,745 (254.7 %)
All Other Segments include warehousing and support services provided to our customers, independent contractors, and third-party carriers, including equipment leasing, trailer parts manufacturing, insurance, equipment maintenance, and warranty services. All Other Segments also include certain corporate expenses (such as legal settlements and accruals, as well as $11.5 million in quarterly amortization of intangibles related to the 2017 merger between Knight and Swift and certain acquisitions). Additionally, beginning January 1, 2026, All Other Segments also includes the cost of our accounts receivable securitization program that was formerly reported in interest expense.
Revenue within our All Other Segments for the second quarter increased 41.8% year-over-year, driven by growth in warehousing and trailer leasing. Operating results declined year-over-year to an operating loss due to the inclusion of the $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, which is excluded from our consolidated non-GAAP results as shown in the reconciliation schedules following this release.
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5


Consolidated Liquidity, Capital Resources, and Earnings Guidance
Cash Flow Sources (Uses)
 Year-to-Date June 30,
 20262025Change
(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 decrease in cash, restricted cash, and equivalents 1
$(41,081)$(25,274)$(15,807)
Net capital expenditures$(259,918)$(172,248)$(87,670)
1"Net decrease in cash, restricted cash, and equivalents" is derived from changes within "Cash and cash equivalents," "Cash and cash equivalents – restricted," and the long-term portion of restricted cash included in "Other long-term assets" in the condensed consolidated balance sheets.
Liquidity and Capitalization — As of June 30, 2026, we had a balance of $1.7 billion of unrestricted cash and available liquidity and $7.0 billion of stockholders' equity. The face value of our debt, net of unrestricted cash ("Net Debt") was $2.2 billion as of June 30, 2026. Free Cash Flow3 for the year-to-date period ended June 30, 2026, was $190.4 million, reflecting $450.4 million in operating cash flows and $259.9 million of cash capital expenditures, net of disposal proceeds. From a financing perspective, during the first half of 2026 we issued $1.5 billion face amount of convertible 1.0% bonds due November 2031, and we made $626.0 million of net payments on our 2025 Revolver, $775.0 million in payments 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.
Equipment and Capital Expenditures — Gain on sale of operating assets was $23.4 million in the second quarter of 2026, compared to $11.7 million in the same quarter of 2025. The average age of the tractor fleet within our Truckload segment was 2.8 years in the second quarter of 2026, compared to 2.7 years in the same quarter of 2025. The average age of the tractor fleet within our LTL segment was 3.8 years in the second quarter of 2026 and 4.5 years in the same quarter of 2025. 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 exclude acquisitions.
______________
3See GAAP to non-GAAP reconciliations in the schedules following this release.
Guidance — We expect that Adjusted EPS1 will range from $0.71 to $0.77 for the third quarter of 2026. In general, this guidance for the third quarter assumes current conditions continue with pressured capacity and stable demand and that we experience typical seasonal demand patterns in the truckload and LTL markets. Our expected Adjusted EPS1 range is based on the current truckload, LTL, and general market conditions, recent trends, and the current beliefs, assumptions, and expectations of management, as follows:
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.
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Intermodal
Intermodal Segment revenue up low single-digit percent sequentially with Adjusted Operating Ratio improving slightly sequentially in third quarter.
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.
The factors described under "Forward-Looking Statements," among others, could cause actual results to materially vary from this guidance. Further, we cannot estimate on a forward-looking basis, the impact of certain income and expense items on our earnings per share, because these items, which could be significant, may be infrequent, are difficult to predict, and may be highly variable. As a result, we do not provide a corresponding GAAP measure for, or reconciliation to, our Adjusted EPS1 guidance.
_____________
1Our calculation of Adjusted EPS starts with GAAP diluted earnings per share and adds back the after-tax impact of intangible asset amortization (which is expected to be approximately $0.34 for full-year 2026), as well as non-cash impairments and certain other unusual items, if any.
Conference Call
Knight-Swift will host a conference call to discuss the earnings release, the results of operations, and other matters following its earnings press release on Wednesday, July 22, 2026, at 5:30 p.m. EDT. An online, real-time webcast of the quarterly conference call will be available on the Company's website at investor.knight-swift.com. Please note that since the call is expected to begin promptly as scheduled, you will need to join a few minutes before that time. Slides to accompany this call will also be posted on the Company’s website and will be available to download just before the scheduled conference call. To view the slides or listen to the webcast, please visit investor.knight-swift.com, "Knight-Swift Q2 2026 Earnings."
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Other Information
About Knight-Swift
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 logistics services. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating one of the country's largest tractor 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.
Investor Relations Contact Information
Adam Miller, Chief Executive Officer, Andrew Hess, Chief Financial Officer, or Brad Stewart, Treasurer & SVP Investor Relations: (602) 606-6349
Forward-Looking Statements
This press release contains statements that may constitute forward-looking statements, usually identified by words such as "anticipates," "believes," "estimates," "plans,'' "projects," "expects," "hopes," "intends," "strategy," "design", ''focus," "outlook," "foresee," "will," "could," "should," "may," "feel", "goal," "opportunity," "continue," "remain," or similar expressions. Such statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995. 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, Adjusted EPS, revenues, expenses, operating ratio, Adjusted Operating Ratio, cash flows, dividends, share repurchases, leverage ratio, capital expenditures (including the nature and funding thereof), gain on sale, tax rates, capital structure, capital allocation, liquidity, 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 growth strategies or opportunities; any statements regarding future economic, industry, or Company conditions, environment, or performance, including, without limitation, expectations regarding future trade policy or tariffs, supply or demand, volume, capacity, rates, costs, inflation, or seasonality; future performance or growth of any of our reportable segments, including expected revenues, costs, utilization, or rates within our Truckload segment, expected network, door count, volumes, capacity, revenue, costs, or margin within our LTL segment, expected freight portfolio, pricing, profitability, or return on capital assets within our Logistics segment, and expected pricing, costs, freight portfolio, equipment utilization, or volumes within our Intermodal segment; any statements under “Guidance”; and any statements of belief and any statement of assumptions underlying any of the foregoing. 
Forward-looking statements are inherently uncertain, and are based upon the current beliefs, assumptions, and expectations of management and current market conditions, which are subject to significant risks and uncertainties as set forth in the Risk Factors section of Knight-Swift's Annual Report on Form 10-K for the year ended December 31, 2025, and various disclosures in our press releases, stockholder reports, and Current Reports on Form 8-K. If the risks or uncertainties ever materialize, or the beliefs, assumptions, or expectations prove incorrect, our business and results of operations may differ materially from those expressed or implied by such forward-looking statements. The forward-looking statements in this press release speak only as of the date hereof, and we disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
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Financial Statements
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
Quarter Ended June 30,Year-to-Date June 30,
 2026202520262025
(In thousands, except per share data)
Revenue:
Revenue, excluding truckload and LTL fuel surcharge$1,764,387 $1,672,201 $3,402,419 $3,305,164 
Truckload and LTL fuel surcharge
331,325 189,739 543,516 381,138 
Total revenue2,095,712 1,861,940 3,945,935 3,686,302 
Operating expenses:
Salaries, wages, and benefits768,813 754,582 1,497,511 1,476,241 
Fuel307,361 203,566 538,699 410,812 
Operations and maintenance136,438 139,970 264,911 272,342 
Insurance and claims100,164 85,281 209,321 177,506 
Operating taxes and licenses34,735 34,525 72,129 68,891 
Communications7,245 7,381 13,687 14,764 
Depreciation and amortization of property and equipment178,161 176,538 354,970 354,017 
Amortization of intangibles18,834 19,246 37,736 38,492 
Rental expense43,876 43,196 88,928 86,062 
Purchased transportation322,147 265,722 600,775 543,016 
Impairments— 10,584 882 10,612 
Miscellaneous operating expenses73,087 48,733 132,951 94,268 
Total operating expenses1,990,861 1,789,324 3,812,500 3,547,023 
Operating income104,851 72,616 133,435 139,279 
Other (expenses) income:
Interest income1,824 3,036 3,630 6,070 
Interest expense(23,251)(40,878)(53,980)(81,081)
Other (expense) income, net(17,919)13,150 (19,100)24,188 
Total other (expenses) income, net(39,346)(24,692)(69,450)(50,823)
Income before income taxes65,505 47,924 63,985 88,456 
Income tax expense22,355 13,993 22,248 24,296 
Net income43,150 33,931 41,737 64,160 
Net loss attributable to noncontrolling interest39 312 135 722 
Net income attributable to Knight-Swift$43,189 $34,243 $41,872 $64,882 
Other comprehensive income (loss)233 (109)573 354 
Comprehensive income$43,422 $34,134 $42,445 $65,236 
Earnings per share:
Basic$0.27 $0.21 $0.26 $0.40 
Diluted$0.26 $0.21 $0.26 $0.40 
Dividends declared per share:$0.20 $0.18 $0.40 $0.36 
Weighted average shares outstanding:
Basic162,579 162,131 162,502 162,052 
Diluted163,283 162,541 163,216 162,497 
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Condensed Consolidated Balance Sheets (Unaudited)
June 30, 2026December 31, 2025
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents$186,114 $220,420 
Cash and cash equivalents – restricted74,715 82,381 
Trade receivables, net of allowance for doubtful accounts of $29,354 and $30,647, respectively
434,776 305,324 
Contract balance – revenue in transit12,014 9,642 
Prepaid expenses106,917 113,985 
Assets held for sale51,801 72,985 
Income tax receivable48,899 45,895 
Other current assets27,680 36,894 
Total current assets942,916 887,526 
Property and equipment, net4,772,226 4,717,725 
Operating lease right-of-use assets291,343 314,571 
Goodwill3,934,741 3,934,741 
Intangible assets, net1,897,759 1,935,699 
Other long-term assets165,360 165,174 
Total assets$12,004,345 $11,955,436 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$281,673 $200,835 
Accrued payroll and purchased transportation209,555 194,910 
Accrued liabilities60,117 66,638 
Claims accruals – current portion243,912 246,882 
Finance lease liabilities and long-term debt – current portion
166,487 194,406 
Operating lease liabilities – current portion113,587 127,538 
Total current liabilities1,075,331 1,031,209 
Revolving line of credit— 626,000 
Long-term debt – less current portion
231,425 1,027,793 
Convertible senior notes1,465,833 — 
Finance lease liabilities – less current portion511,867 502,042 
Operating lease liabilities – less current portion195,965 207,788 
Claims accruals – less current portion396,082 359,546 
Deferred tax liabilities898,110 904,075 
Other long-term liabilities238,922 205,117 
Total liabilities5,013,535 4,863,570 
Stockholders’ equity:
Common stock1,627 1,623 
Additional paid-in capital4,414,691 4,480,725 
Accumulated other comprehensive loss(143)(716)
Retained earnings2,565,098 2,600,822 
Total Knight-Swift stockholders' equity6,981,273 7,082,454 
Noncontrolling interest9,537 9,412 
Total stockholders’ equity6,990,810 7,091,866 
Total liabilities and stockholders’ equity$12,004,345 $11,955,436 


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Segment Operating Statistics (Unaudited)
Quarter Ended June 30,Year-to-Date June 30,
20262025Change20262025Change
Truckload
Average revenue per tractor
$53,275 $50,364 5.8 %$102,951 $98,167 4.9 %
Non-paid empty miles percentage12.5 %13.9 %(140  bps)12.9 %14.0 %(110) bps
Average length of haul (miles)376 369 1.9 %375 371 1.1 %
Miles per tractor21,033 21,335 (1.4 %)41,323 41,366 (0.1 %)
Average tractors20,705 21,311 (2.8 %)20,866 21,610 (3.4 %)
Average trailers 1
81,962 85,449 (4.1 %)82,125 85,689 (4.2 %)
LTL 2
Shipments per day24,000 24,918 (3.7 %)23,560 24,140 (2.4 %)
Weight per shipment (pounds)1,060 982 7.9 %1,047 982 6.6 %
Average length of haul (miles)701 666 5.3 %697 653 6.7 %
Revenue per shipment$244.11 $213.26 14.5 %$234.23 $211.68 10.7 %
Revenue xFSC per shipment$192.26 $185.87 3.4 %$190.93 $183.79 3.9 %
Revenue per hundredweight$23.03 $21.72 6.0 %$22.37 $21.55 3.8 %
Revenue xFSC per hundredweight$18.14 $18.93 (4.2 %)$18.24 $18.71 (2.5 %)
Average tractors 3
4,307 4,193 2.7 %4,273 4,108 4.0 %
Average trailers 4
11,454 10,962 4.5 %11,368 10,969 3.6 %
Logistics
Revenue per load - Brokerage only
$2,624 $2,025 29.6 %$2,380 $1,988 19.7 %
Gross margin - Brokerage only15.4 %18.9 %(350  bps)16.0 %18.5 %(250) bps
Intermodal
Average revenue per load
$2,901 $2,572 12.8 %$2,771 $2,580 7.4 %
Load count39,082 32,682 19.6 %74,698 67,893 10.0 %
Average tractors619 602 2.8 %607 612 (0.8 %)
Average containers12,498 12,543 (0.4 %)12,504 12,544 (0.3 %)
1Second quarter 2026 and 2025 includes 8,041 and 9,549 trailers, respectively, related to leasing activities recorded within our All Other Segments. The year-to-date period ending June 30, 2026 and 2025 includes 8,496 and 9,443 trailers, respectively, related to leasing activities recorded within our All Other Segments. Starting with the fourth quarter of 2025, the Company is excluding its chassis trailers from its average trailer calculation. Prior period information has been recast for comparability.
2Operating statistics within the LTL segment exclude dedicated and other businesses.
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 period ending 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 trailers from ACT's dedicated and other businesses for the year-to-date period ending June 30, 2026 and 2025, respectively.
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11


Non-GAAP Financial Measures and Reconciliations
The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted Operating Income," "Adjusted Operating Expenses," "Adjusted EPS," "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 of directors 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 of directors 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 Operating Income, Adjusted Operating Expenses, Adjusted EPS, 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 margin, 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.


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Non-GAAP Reconciliation (Unaudited):
Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1
Quarter Ended June 30,Year-to-Date June 30,
2026202520262025
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 ratio95.0 %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 surcharge1,764,387 1,672,201 3,402,419 3,305,164 
Total operating expenses1,990,861 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 2
(18,979)(19,621)(38,021)(39,249)
Impairments 3
— (10,584)(882)(10,612)
Legal accruals and loss contingencies 4
(699)— (1,299)(261)
Pre-acquisition U.S. Xpress tax assessment increase 5
(8,228)— (8,228)— 
Severance 6
(18,197)(941)(18,715)(941)
Restructuring expense 7
— — (200)— 
Adjusted Operating Expenses1,613,433 1,568,439 3,201,639 3,114,822 
Adjusted Operating Income$150,954 $103,762 $200,780 $190,342 
Adjusted Operating Ratio91.4 %93.8 %94.1 %94.2 %
1     Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio.
2    "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 acquisitions, 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.
3    "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).
4    "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.
5    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.
6    "Severance expense" is included within "Salaries, wages, and benefits" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.
7    "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 consolidated statements of comprehensive income.
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Non-GAAP Reconciliation (Unaudited):
Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1
Quarter Ended June 30,Year-to-Date June 30,
2026202520262025
(Dollars in thousands, except per share data)
GAAP: Net income attributable to Knight-Swift$43,189 $34,243 $41,872 $64,882 
Adjusted for:
Income tax expense attributable to Knight-Swift22,355 13,993 22,248 24,296 
Income before income taxes attributable to Knight-Swift65,544 48,236 64,120 89,178 
Amortization of intangibles 2
18,979 19,621 38,021 39,249 
Impairments 3
— 10,584 882 10,612 
Legal accruals and loss contingencies 4
699 — 1,299 261 
Pre-acquisition U.S. Xpress tax assessment increase 5
8,228 — 8,228 — 
Severance expense 6
18,197 941 18,715 941 
Restructuring expense 7
— — 200 — 
Write-off of deferred debt issuance costs 8
1,514 — 1,514 — 
USX purchase price obligation mark-to-market adjustment 9
22,810 — 22,810 — 
Adjusted income before income taxes135,971 79,382 155,789 140,241 
Provision for income tax expense at effective rate 10
(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: Because 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,
2026202520262025
GAAP: Earnings per diluted share$0.26 $0.21 $0.26 $0.40 
Adjusted for:
Income tax expense attributable to Knight-Swift0.14 0.09 0.14 0.15 
Income before income taxes attributable to Knight-Swift0.40 0.30 0.39 0.55 
Amortization of intangibles 2
0.12 0.12 0.23 0.24 
Impairments 3
— 0.07 0.01 0.07 
Legal accruals and loss contingencies 4
— — 0.01 — 
Pre-acquisition U.S. Xpress tax assessment increase 5
0.05 — 0.05 — 
Severance expense 6
0.11 0.01 0.11 0.01 
Restructuring expense 7
— — — — 
Write-off of deferred debt issuance costs 8
0.01 — 0.01 — 
USX purchase price obligation mark-to-market adjustment 9
0.14 — 0.14 — 
Adjusted income before income taxes0.83 0.49 0.95 0.86 
Provision for income tax expense at effective rate 10
(0.20)(0.14)(0.24)(0.23)
Non-GAAP: Adjusted EPS$0.63 $0.35 $0.72 $0.63 
1Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net (loss) income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift and consolidated GAAP diluted earnings per share to non-GAAP consolidated Adjusted EPS.
2Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 2.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5.
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14


6Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6.
7Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7.
8"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 Senior Convertible Notes transaction.
9Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress.
10For 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 ending 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 ending June 30, 2025, an adjusted effective tax rate of 26.9% was applied in our Adjusted EPS calculation.
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Non-GAAP Reconciliation (Unaudited):
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1

Quarter Ended June 30,Year-to-Date June 30,
Truckload Segment2026202520262025
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 ratio93.4 %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 transactions1,103,069 1,073,300 2,148,176 2,121,383 
Total operating expenses1,258,198 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 2
(1,551)(1,775)(3,102)(3,550)
Impairments 3
— (10,584)(50)(10,612)
Legal accruals 4
— — — (82)
Pre-acquisition U.S. Xpress tax assessment increase 5
(8,228)— (8,228)— 
Restructuring expense 6
— — (200)— 
Severance 7
— (625)— (625)
Adjusted Operating Expenses1,004,145 1,014,896 2,010,393 2,016,494 
Adjusted Operating Income$98,924 $58,404 $137,783 $104,889 
Adjusted Operating Ratio91.0 %94.6 %93.6 %95.1 %
1     Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2    "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S. Xpress acquisition.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5.
6Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7.
7Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6.
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16


Non-GAAP Reconciliation (Unaudited):
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 — (Continued)


Quarter Ended June 30,Year-to-Date June 30,
LTL Segment
2026202520262025
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 ratio94.8 %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 surcharge333,006 337,726 646,142 642,984 
Total operating expenses398,489 368,521 770,418 708,228 
Adjusted for:
Fuel surcharge(87,142)(49,128)(142,370)(96,271)
Amortization of intangibles 2
(4,790)(5,020)(9,576)(10,047)
Adjusted Operating Expenses306,557 314,373 618,472 601,910 
Adjusted Operating Income$26,449 $23,353 $27,670 $41,074 
Adjusted Operating Ratio92.1 %93.1 %95.7 %93.6 %
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in 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.
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17


Non-GAAP Reconciliation (Unaudited):
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 — (Continued)
Quarter Ended June 30,Year-to-Date June 30,
Logistics Segment2026202520262025
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 ratio97.3 %95.7 %97.2 %96.0 %
Non-GAAP Presentation
Revenue$139,696 $128,298 $267,304 $269,919 
Total operating expenses135,869 122,751 259,854 259,229 
Adjusted for:
Amortization of intangibles 2
(1,159)(1,164)(2,323)(2,328)
Adjusted Operating Expenses134,710 121,587 257,531 256,901 
Adjusted Operating Income$4,986 $6,711 $9,773 $13,018 
Adjusted Operating Ratio96.4 %94.8 %96.3 %95.2 %

Quarter Ended June 30,Year-to-Date June 30,
Intermodal Segment2026202520262025
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 ratio99.4 %104.1 %100.4 %103.0 %
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2    "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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18



Non-GAAP Reconciliation (Unaudited):
Free Cash Flow 1
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 sale120,764 
Purchases of property and equipment(380,682)
Non-GAAP: Free cash flow$190,440 
1Pursuant to the requirements of Regulation G, this table reconciles GAAP cash flows from operations to non-GAAP Free Cash Flow.
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19
Second Quarter 2026 Earnings July 22, 2026 Exhibit 99.2


 

2 This presentation, including documents incorporated herein by reference, will contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. Please review our disclosures in filings with the United States Securities and Exchange Commission. Non-GAAP Financial Data This presentation includes the use of adjusted operating income, operating ratio, adjusted operating ratio, adjusted earnings per share, adjusted income before taxes and adjusted operating expenses, which are financial measures that are not in accordance with United States generally accepted accounting principles (“GAAP”). Each such measure is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors and lenders. While management believes such measures are useful for investors, they should not be used as a replacement for financial measures that are in accordance with GAAP. In addition, our use of these non-GAAP measures should not be interpreted as indicating that these or similar items could not occur in future periods. In addition, adjusted operating ratio excludes truckload and LTL segment fuel surcharges from revenue and nets these surcharges against fuel expense. Disclosure


 

3 Q2 2026 Comparative Results Total Revenue 12.6% Revenue xFSC 5.5% Operating Income 44.4% Adj. Operating Inc. 1 45.5% Net Income Adj. Net Income 1 79.7% Earnings Per Share Adj. EPS 1 80.0% Strong execution in an improving market 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation (Adjusted Net Income / EPS uses normalized tax rate) 26.1% 23.8%


 

4 $1,103.1M $98.9M 91.0% ~14,900 irregular route and ~5,800 dedicated tractors $333.0M $26.4M 92.1% 179 service centers ~6,900 door count $139.7M $5.0M 96.4% Gross margin 15.4% $113.4M $0.7M 99.4% 619 tractors 12,498 containers 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation 2 Excludes Trucking and LTL fuel Surcharge and intersegment transactions Q2 2026 Revenue Diversification Q2 2026 Segment Overview OTR 45% / Dedicated 16% LTL 19% Truckload 61% Revenue xFSC2 Adjusted Op Income1 Adjusted OR1 Truckload Less-than- Truckload Logistics Intermodal KNX 1.8B2


 

5 (Dollars in millions) Revenue xFSC $1,103.1 $1,073.3 2.8 % Operating income $89.1 $45.4 96.3 % Adjusted Operating Income 1 $98.9 $58.4 69.4 % Operating ratio 93.4% 96.3% (290 bps) Adjusted Operating Ratio 1 91.0% 94.6% (360 bps) Truckload Financial Metrics Average revenue per tractor $53,275 $50,364 5.8 % Average tractors 20,705 21,311 (2.8 %) Average trailers 2 81,962 85,449 (4.1 %) Miles per tractor 21,033 21,335 (1.4 %) Operating Performance - Truckload Network execution and pricing drove significant margin expansion in 2Q Q2 2026 Q2 2025 Change Truckload Operating Statistics Q2 2026 Q2 2025 Change 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. 2 Starting with the fourth quarter of 2025, the Company is excluding its chassis trailers from its average trailer calculation. Prior period information has been recast for comparability. • Revenue, excluding fuel surcharge, increased 2.8%, driven by a 5.5% improvement in revenue per loaded mile ◦ Rate improvement accelerated into June as recent bid outcomes began contributing • Adjusted Operating Ratio improved 360 basis points to 91.0%, reflecting improved pricing and disciplined network management • Achieved year-over-year 140 bps reduction in empty miles percentage • Miles per tractor improved 3.6% sequentially from Q1 • US Xpress over the road division achieved profitability for the first time since the acquisition


 

6 LTL shipments per day 24,000 24,918 (3.7 %) LTL weight per shipment 1,060 982 7.9 % LTL revenue xFSC per hundredweight $18.14 $18.93 (4.2 %) LTL revenue xFSC per shipment $192.26 $185.87 3.4 % Operating Performance - Less-Than-Truckload Continuing to develop an improved freight mix and network efficiencies (Dollars in millions) Revenue xFSC $333.0 $337.7 (1.4 %) Operating income $21.7 $18.3 18.1 % Adjusted Operating Income 1 $26.4 $23.4 13.3 % Operating ratio 94.8% 95.3% (50 bps) Adjusted Operating Ratio 1 92.1% 93.1% (100 bps) LTL Financial Metrics LTL Operating Statistics 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. • Tonnage per day increased 4% year-over-year with length of haul up 5.3% as the freight mix continues to evolve into our larger national footprint • Revenue per shipment, excluding fuel surcharge, increased 3.4%, while revenue per hundredweight declined 4.2%, reflecting the higher weight per shipment; renewal rates increased at a mid-single-digit percentage • Adjusted Operating Income increased 13.3%, and the Adjusted Operating Ratio improved 100 basis points year-over-year to 92.1% • Replaced three facilities with larger locations and opened one new service center to improve network efficiency and support further growth Q2 2026 Q2 2025 Change Q2 2026 Q2 2025 Change


 

7 • Gross margin compressed to 15.4%, down 350 bps year-over- year and 120 bps sequentially, as purchased transportation costs increased faster than customer pricing • Revenue increased 8.9% year-over-year as revenue per load improved 29.6%, partially offset by a 16.4% decline in load count. • Adjusted Operating Income declined 25.7% y/y and Adjusted OR worsened 160 bps to 96.4%, reflecting continued pressure from tightening third-party capacity • Continuing to deploy technology to drive backend efficiencies Operating Performance - Logistics Pricing gains continue while constrained capacity pressures margins (Dollars in millions) Revenue ex intersegment $139.7 $128.3 8.9 % Operating income $3.8 $5.5 (31.0 %) Adjusted Operating Income 1 $5.0 $6.7 (25.7 %) Operating ratio 97.3% 95.7% 160 bps Adjusted Operating Ratio 1 96.4% 94.8% 160 bps Logistics Financial Metrics Revenue per load $2,624 $2,025 29.6 % Gross margin 15.4% 18.9% (350 bps) Logistics Operating Statistics 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. Q2 2026 Q2 2025 Change Q2 2026 Q2 2025 Change


 

8 • Revenue increased 34.9% year over year, driven by a 19.6% increase in load count and a 12.8% increase in revenue per load • Load count reached its highest second-quarter level since 2021 • The Adjusted Operating Ratio improved 470 basis points to 99.4%, driven by volume growth, network efficiency, and cost actions Operating Performance - Intermodal Leveraging volume growth and network efficiency to improve margins (Dollars in millions) Revenue $113.4 $84.1 34.9 % Operating income (loss) $0.7 $(3.4) — Operating ratio 99.4% 104.1% (470 bps) Intermodal Financial Metrics Average revenue per load $2,901 $2,572 12.8 % Load count 39,082 32,682 19.6 % Average tractors 619 602 2.8 % Average containers 12,498 12,543 (0.4 %) Intermodal Operating Statistics Q2 2026 Q2 2025 Change Q2 2026 Q2 2025 Change


 

9 • Revenue increased 41.8% year over year driven by new contract wins and volume awards in our warehousing and trailer leasing businesses producing $7.0M of additional income contribution year-over-year • Core operating income results were offset by the inclusion of $5.8M of accounts receivable securitization costs previously reported in interest expense and $18.2 in severance expense in Q2 • All Other Segments includes $11.5M in quarterly amortization of intangibles related to the 2017 merger with Knight and Swift and certain acquisitions Operating Performance - All Other Segments Growing warehousing and leasing business providing meaningful income contribution growth (Dollars in millions) Revenue $105.6 $74.4 41.8 % Operating income (loss) ($10.4) $6.7 (254.7 %) All Other Financial Metrics Q2 2026 Q2 2025 Change


 

10 Capital Structure and Liquidity Convertible notes financing strengthens the balance sheet and enhances financial flexibility $1.5B Convertible notes issued 5.5-year tenor · 1.0% coupon ~$44M Annual pre-tax benefit ≈ $0.20 per share of EPS Transaction Highlights • $1.5 billion senior unsecured convertible notes • 5.5-year tenor; 1.0% fixed coupon • Low-cost, fixed-rate capital Use of Proceeds • Repaid floating-rate senior credit facility (~4.9%) • $0 outstanding on the $1.5B revolving line • Reduces floating-rate exposure; extends maturities Shareholder Protection • $107M call spread purchased • Bought up base conversion price of $80.11 to $104.75 / share • Limits dilution until significant appreciation Illustrative Dilution Scenario Hypothetical future stock price Conversion price w/ call spread Excess over conversion price × Shares underlying = Premium owed ÷ Then-current stock price = Shares issuable Dilution — % of shares outstanding $115.00 $104.75 $10.25 18,725,189 $191,858,288 $115.00 1,668,333 ~1.0% $1.5 billion senior unsecured convertible notes issued in the second quarter of 2026 — 5.5-year tenor, 1.0% coupon. Proceeds repaid floating-rate senior credit facility borrowings, leaving $0 outstanding on the $1.5 billion revolving line of credit and $225 million of outstanding term loans as of 6/30/2026.. A $107 million call spread raises the effective conversion price to $104.75 per share, versus the base conversion price of $80.11. Dilution scenario is illustrative. $104.75 / Share Effective Conversion Price after call spread


 

11 EPS Guidance Expect Adjusted EPS to be in the range of $0.71 - $0.77 in Q3 2026 Truckload •Revenue xFSC up mid-single digit year-over-year in Q3 •Adjusted Operating Ratio improving 650 to 750 bps year-over-year in Q3 Guidance Assumptions Less-than- Truckload •Revenue xFSC up low-single digit year-over-year in Q3 •Adjusted Operating Ratio expected to be in the low 90s in Q3 Logistics •Revenue up low-single digit sequentially in Q3 •Adjusted Operating Ratio slight improvement sequentially in Q3 •Revenue and Adjusted Operating Ratio expected to remain fairly stable sequentially Intermodal •All Other segments operating income, excluding the $11.5M quarterly intangible amortization, approx. $18M to $22M in Q3 which includes approximately $6M of AR securitization cost •Gain on sale to be in the range of $12M to $17M in Q3 •"Other income, net" below the line expected to be roughly $2M to $4M in Q3 •Net Interest Expense down approximately $5M sequentially in Q3 •Net cash capital expenditures for the full year 2026 expected range of $600M - $650M •Effective tax rate on our adjusted results of approx. 25.5% to 26.5% for Q3 and approx. 25.0% to 26.0% for the full year 2026 Other Areas


 

Appendix


 

13 Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) 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 2 (18,979) (19,621) (38,021) (39,249) Impairments 3 — (10,584) (882) (10,612) Legal accruals and loss contingencies 4 (699) — (1,299) (261) Pre-acquisition U.S. Xpress tax assessment increase 5 (8,228) — (8,228) — Severance expense 6 (18,197) (941) (18,715) (941) Restructuring expense 7 — — (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 % Non-GAAP Reconciliation


 

14 Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio (Unaudited) 1 Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio. 2 "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 acquisitions, 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. 3 "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). 4 "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. 5 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. 6 "Severance expense" is included within "Salaries, wages, and benefits" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. 7 "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 consolidated statements of comprehensive income. Non-GAAP Reconciliation


 

15 1 Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift. 2 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 2. 3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3. 4 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. 5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5. 6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6. 7 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7. 8 "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 Senior Convertible Notes transaction. 9 Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress. 10 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 ending 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 ending June 30, 2025, an adjusted effective tax rate of 26.9% was applied in our Adjusted EPS calculation. Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 (Unaudited) Quarter Ended June 30, Year-to-Date June 30, 2026 2025 2026 2025 (Dollars in thousands, except per share data) 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 2 18,979 19,621 38,021 39,249 Impairments 3 — 10,584 882 10,612 Legal accruals and loss contingencies 4 699 — 1,299 261 Pre-acquisition U.S. Xpress tax assessment increase 5 8,228 — 8,228 — Severance expense 6 18,197 941 18,715 941 Restructuring expense 7 — — 200 — Write-off of deferred debt issuance costs 8 1,514 — 1,514 — USX purchase price obligation mark-to-market adjustment 9 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 10 (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 Non-GAAP Reconciliation


 

16 Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 (Unaudited) 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 2 0.12 0.12 0.23 0.24 Impairments 3 — 0.07 0.01 0.07 Legal accruals and loss contingencies 4 — — 0.01 — Pre-acquisition U.S Xpress tax assessment increase 5 0.05 — 0.05 — Severance expense 6 0.11 0.01 0.11 0.01 Restructuring expense 7 — — — — Write-off of deferred debt issuance costs 8 0.01 — 0.01 — USX purchase price obligation mark-to-market adjustment 9 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 10 (0.20) (0.14) (0.24) (0.23) Non-GAAP: Adjusted EPS $ 0.63 $ 0.35 $ 0.72 $ 0.63 Note: Because the numbers reflected in the table above are calculated on a per share basis, they may not foot due to rounding. 1 Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift. 2 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 2. 3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3. 4 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. 5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5. 6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6. 7 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7. 8 "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 Senior Convertible Notes transaction. 9 Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress. 10 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 ending 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 ending June 30, 2025, an adjusted effective tax rate of 26.9% was applied in our Adjusted EPS calculation. djusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 (Una di ) Non-GAAP Reconciliation


 

17 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended June 30, Year-to-Date June 30, Truckload Segment 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 2 (1,551) (1,775) (3,102) (3,550) Impairments 3 — (10,584) (50) (10,612) Legal accruals 4 — — — (82) Pre-acquisition U.S Xpress tax assessment increase 5 (8,228) — (8,228) — Restructuring expense 6 — — (200) — Severance 7 — (625) — (625) 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 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S. Xpress acquisition. 3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3. 4 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. 5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5. 6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7. 7 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6. Non-GAAP Reconciliation


 

18 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended June 30, Year-to-Date June 30, LTL Segment 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 2 (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 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in 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. Non-GAAP Reconciliation


 

19 Quarter Ended June 30, Year-to-Date June 30, Logistics Segment 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 2 (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 % Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the U.S. Xpress and UTXL acquisitions. Non-GAAP Reconciliation


 

20 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended June 30, Year-to-Date June 30, Intermodal Segment 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 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. Non-GAAP Reconciliation


 

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