TFI International (TFII) Q1 2026 profit falls as LTL softens but cash flow, dividend stay strong

Rhea-AI Filing Summary

TFI International Inc. reported softer Q1 2026 results, with total revenue of $1.95 billion roughly flat versus last year while profitability declined. Operating income fell to $96.6 million from $114.6 million, and net income decreased to $43.3 million, or $0.53 diluted EPS, compared with $56.0 million and $0.66 in Q1 2025.

On an adjusted basis, net income was $57.2 million and diluted EPS $0.69, both below the prior year. Free cash flow remained strong at $123.7 million, though down from $191.7 million, and net cash from operating activities was $121.5 million. The Board approved a quarterly dividend of $0.47 per share, up 4% year over year.

Segment performance was mixed: Truckload and Logistics grew operating income by 14% and 10% respectively, while Less-Than-Truckload operating income declined 35%. Management highlighted accident-related costs, weaker end-market demand, and higher corporate expenses, partially offset by contributions from acquisitions and ongoing cost control initiatives.

Insights

Equity analyst – transportation & logistics

Margins compressed on softer demand, but cash generation and dividend remain solid.

TFI International delivered Q1 2026 revenue of $1.95 billion, essentially unchanged year over year, but operating income fell to $96.6 million and net income to $43.3 million. The main pressures were weaker volumes, especially in Less-Than-Truckload, and $6.7 million of incremental accident-related expenses.

Truckload and Logistics showed resilience, with operating income up 14% and 10% respectively, helped by prior acquisitions and better fleet productivity. Adjusted EBITDA of $241.4 million and free cash flow of $123.7 million still comfortably covered a higher quarterly dividend of $0.47 per share and ongoing capex.

Leverage remains elevated but managed, with a funded debt-to-EBITDA covenant ratio of 3.71 versus a 1.75 requirement and largely fixed‑rate debt. Management’s outlook points to modest economic growth, gradual freight recovery, and continued focus on cost efficiency, industrial end‑market exposure, and selective acquisitions, while monitoring risks such as fuel prices, regulations, and trade tensions.

Key Figures

Total revenue: $1.95B Net income: $43.3M Diluted EPS: $0.53/share +5 more

8 metrics

Total revenue $1.95B Q1 2026 total revenue vs $1.96B in Q1 2025

Net income $43.3M Q1 2026 net income vs $56.0M in Q1 2025

Diluted EPS $0.53/share Q1 2026 diluted EPS vs $0.66 in Q1 2025

Adjusted EBITDA $241.4M Q1 2026 adjusted EBITDA vs $259.0M in Q1 2025

Free cash flow $123.7M Q1 2026 free cash flow vs $191.7M in Q1 2025

Quarterly dividend $0.47/share Q1 2026 dividend per share, 4% above Q1 2025

Truckload operating income $55.8M Q1 2026 Truckload segment, up 14% from $48.8M

Less-Than-Truckload operating income $30.6M Q1 2026 LTL segment, down from $47.1M

Key Terms

Adjusted EBITDA, free cash flow, Adjusted operating ratio, Return on invested capital, +2 more

6 terms

Adjusted EBITDA financial

"Adjusted EBITDA 1 | | | 241,440 | | | | 258,962"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

free cash flow financial

"Free cash flow1, a non-IFRS measure, of $123.7 million compared to $191.7 million"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

Adjusted operating ratio financial

"Adjusted operating ratio 1 | | | 94.7 | % | | | 93.7"

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.

Return on invested capital financial

"Return on invested capital 3 | | 11.6% | | 14.4%"

A percentage that shows how effectively a company turns the money invested in its business—both borrowed funds and shareholders’ equity—into operating profit after taxes. It tells investors whether a company earns more from its core operations than it costs to fund those operations; think of it like the annual return you’d expect from renovating a rental property—higher percentages mean the company uses capital more efficiently and is more likely to create value for shareholders.

Non-IFRS financial measures financial

"This MD&A also uses non-IFRS financial measures. Refer to the section of this report entitled “Non-IFRS Financial Measures”"

Non-IFRS financial measures are company-reported numbers that modify or exclude items from standard accounting results so management can highlight what it sees as underlying business performance—common examples are adjusted EBITDA or adjusted earnings per share. They matter to investors because they can make trends clearer by removing unusual or noncash items, like cleaning lens smudges off a camera, but they require scrutiny since companies decide what to exclude and comparisons across firms may not be uniform.

normal course issuer bid financial

"Pursuant to the renewal of the normal course issuer bid (“NCIB”), which began on November 4, 2025"

A Normal Course Issuer Bid is when a company buys back its own shares from the stock market over time. This usually shows that the company believes its stock is undervalued and wants to support its price, which can be important for investors to watch.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2026

Commission File No. 001-39224

TFI INTERNATIONAL INC.

(Translation of registrant’s name into English)

8801 Trans-Canada Highway, Suite 500

Saint-Laurent, Québec

H4S 1Z6 Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXHIBIT INDEX

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
99.1		News Release
99.2		Management Discussion & Analysis for period ended March 31, 2026
99.3		Interim Financial Statements for period ended March 31, 2026
99.4		CEO Certification
99.5		CFO Certification

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, thereunto duly authorized.

						TFI International Inc.
Date: April 27, 2026				By:		/s/ Josiane M. Langlois
						Name: Josiane M. Langlois
						Title: Vice-President, Legal Affairs & Corporate Secretary

Earnings Press Release

EXHIBIT 99.1

For Immediate Release

TFI International Announces 2026 First Quarter Results

•First quarter operating income of $96.6 million compares to $114.6 million in the same prior year quarter

•First quarter net income of $43.3 million compares to $56.0 million in Q1 2025, while adjusted net income1 of $57.2 million compares to $64.2 million in Q1 2025

•First quarter diluted earnings per share (diluted “EPS”) of $0.53 compares to $0.66 in Q1 2025, while adjusted diluted EPS1 of $0.69 compares to $0.76 in Q1 2025

•First quarter net cash from operating activities $121.5 million compares to $193.6 million in Q1 2025, while free cash flow1 of $123.7 million compares to $191.7 million in Q1 2025

•The Board of Directors approved a $0.47 quarterly dividend, an increase of 4% over the prior year period

Montreal, Quebec, April 27, 2026 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced its results for the first quarter ended March 31, 2026. All amounts are shown in U.S. dollars.

“We easily exceeded our first quarter earnings outlook on stronger revenue and higher profitability for both Truckload and Logistics despite adverse weather early in the quarter, thanks to the hard work of our talented team and benefitting from our strategic investments in recent years,” said Alain Bédard, Chairman, President and Chief Executive Officer. “Acquisitions strategically pursued during the weaker cycle and enabled by our strong capital position have enhanced our diversified portfolio of operating companies, and the resulting mix of industrial end market exposure is beginning to benefit our operating results. Combined with our team’s sharp focus on efficiencies and bottom-line profitability, TFI is well positioned as freight dynamics build on the improvement in March. All the while, we continue to fortify our balance sheet with ample free cash flow that facilitates our timely and strategic allocation of capital as well as our attractive dividend, with the return of excess capital a cornerstone of our mission to produce long-term shareholder value.”

FIRST QUARTER RESULTS

Financial highlights			Three months ended
						March 31
(in millions of U.S. dollars, except per share data)			2026			2025
Total revenue				1,949.1			1,964.4
Revenue before fuel surcharge				1,702.6			1,714.5
Adjusted EBITDA1				241.4			259.0
Operating income				96.6			114.6
Net cash from operating activities				121.5			193.6
Net income				43.3			56.0
EPS-diluted($)				0.53			0.66
Adjusted net income1				57.2			64.2
AdjustedEPS-diluted¹($)				0.69			0.76
Weighted average number of shares ('000s)				82,164			84,180
Weighted average number of diluted shares ('000s)				82,381			84,524
Number of share outstanding - end of period ('000s)				82,186			83,972
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS Financial Measures” section below.

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Earnings Press Release

FIRST QUARTER RESULTS

Total revenue of $1.95 billion compared to $1.96 billion in the prior year period and revenue before fuel surcharge of $1.70 billion compared to $1.71 billion in the prior year period. The decrease is primarily due to reduced volumes driven by weaker end market demand partially offset by contributions from business acquisitions.

Operating income of $96.6 million compared to $114.6 million in the prior year period. The decrease is primarily attributable to the decline in revenues and $6.7 million of incremental accident-related expenses, partially offset by contributions from business acquisitions of $9.4 million.

Net income of $43.3 million compared to $56.0 million in the prior year period, and net income of $0.53 per diluted share compared to $0.66 in the prior year period. Adjusted net income, a non-IFRS measure, was $57.2 million, or $0.69 per diluted share, compared to $64.2 million, or $0.76 per diluted share, in the prior year period.

Total revenue increase by 1% for the Truckload segment and marginally for the Logistics segment, and decreased by 2% for the Less-Than-Truckload segment. Operating income increased 14% in the Truckload segment and 10% in the Logistics segment, and decreased by 35% in the Less-Than-Truckload segment. Corporate expenses were $24.1 million. up from $12.5 million in the prior year, primarily due to increased accident expense.

SEGMENTED RESULTS
(in millions of U.S. dollars)	Three months ended March 31
	2026						2025
	$						$
Revenue before fuel surcharge
Less-Than-Truckload		656.3						679.0
Truckload		672.8						662.9
Logistics		388.3						384.9
Eliminations		(14.8	)					(12.3	)
		1,702.6						1,714.5
	$			% of Rev.1			$			% of Rev.1
Operating income (loss)
Less-Than-Truckload		30.6			4.7	%		47.1			6.9	%
Truckload		55.8			8.3	%		48.8			7.4	%
Logistics		34.4			8.9	%		31.2			8.1	%
Corporate		(24.1	)					(12.5	)
		96.6			5.7	%		114.6			6.7	%
Note: due to rounding, totals may differ slightly from the sum.
1 Revenue before fuel surcharge

CASH FLOW

Net cash flow from operating activities decreased to $121.5 million from $193.6 million in the prior year period. The decrease was due to a reduction in non-cash working capital as the increase in accounts receivable outpaced the increase in accounts payable as fuel costs have shorter payment periods.

Net cash from investing activities decreased by $37.8 million, primarily due to an increase in cash used in business combinations of $55.3 million partially offset by reductions in the purchase of property and equipment and investments.

Net cash used in financing activities decreased by $65.9 million, primarily due to a reduction in the repurchase of shares for cancellation of $56.2 million.

On March 16, 2026, the Board of Directors of TFI International declared a quarterly dividend of $0.47 per outstanding common share, paid on April 15, 2026, representing a 4% increase over the $0.45 quarterly dividend declared in Q1 2025.

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Earnings Press Release

GUIDANCE

Assuming no significant positive or negative change in the operating environment, the Company expects second quarter 2026 adjusted diluted EPS to be in the range of $1.50 to $1.60. The Company expects full-year net capital expenditures excluding real estate, between $225 million and $250 million.

WEBCAST DETAILS

TFI International will host a webcast on Monday, April 27, 2026 at 5:00 p.m. Eastern Time to discuss these results. Interested parties can join the webcast or access the replay of the webcast via the link accessible on the TFI website under the Presentations and Reports section.

ABOUT TFI INTERNATIONAL

TFI International Inc. is a North American leader in the transportation and logistics industry, operating across the United States, Canada and Mexico through its subsidiaries. TFI International creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned operating subsidiaries. Under the TFI International umbrella, companies benefit from financial and operational resources to build their businesses and increase their efficiency. TFI International companies service the following segments:

•Less-Than-Truckload;

•Truckload;

•Logistics.

TFI International Inc. is publicly traded on the New York Stock Exchange and the Toronto Stock Exchange under symbol TFII. For more information, visit www.tfiintl.com.

FORWARD-LOOKING STATEMENTS

The Company may make statements in this report that reflect its current expectations regarding future results of operations, performance and achievements. These are “forward-looking” statements and reflect management’s current beliefs. They are based on information currently available to management. Words such as “may”, “might”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, “to its knowledge”, “could”, “design”, “forecast”, “goal”, “hope”, “likely”, “predict”, “project”, “seek”, “should”, “target”, “will”, “would” or “continue” and words and expressions of similar import are intended to identify these forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected.

The Company wishes to caution readers not to place undue reliance on any forward-looking statements which reference issues only as of the date made. The following important factors could cause the Company’s actual financial performance to differ materially from that expressed in any forward-looking statement: the highly competitive market conditions, the Company’s ability to recruit, train and retain qualified drivers, fuel price variations and the Company’s ability to recover these costs from its customers, foreign currency fluctuations, the impact of environmental standards and regulations, changes in governmental regulations applicable to the Company’s operations, adverse weather conditions, accidents, the market for used equipment, changes in interest rates, cost of liability insurance coverage, downturns in general economic conditions affecting the Company and its customers, credit market liquidity, and the Company’s ability to identify, negotiate, consummate, and successfully integrate acquisitions. In addition, any material weaknesses in internal control over financial reporting that are identified, and the cost of remediation of any such material weakness and any other control deficiencies, may have adverse effects on the Company and impact future results.

The foregoing list should not be construed as exhaustive, and the Company disclaims any subsequent obligation to revise or update any previously made forward-looking statements unless required to do so by applicable securities laws. Unanticipated events are likely to occur. Readers should also refer to the section “Risks and Uncertainties” at the end of the 2026 Q1 MD&A for additional information on risk factors and other events that are not within the Company’s control. The Company’s future financial and operating results may fluctuate as a result of these and other risk factors.

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Earnings Press Release

NON-IFRS FINANCIAL MEASURES

This press release includes references to certain non-IFRS financial measures as described below. These non-IFRS measures do not have any standardized meanings prescribed by International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation, in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The terms and definitions of the non-IFRS measures used in this press release and a reconciliation of each non-IFRS measure to the most directly comparable IFRS measure are provided in the exhibits.

Adjusted EBITDA:

Adjusted EBITDA is calculated as net income before finance income and costs, income tax expense, depreciation, amortization, impairment of intangible assets, bargain purchase gain, restructuring from business acquisitions, and gain or loss on sale of land and buildings, assets held for sale, sale of business, and gain or loss on disposal of intangible assets. Management believes adjusted EBITDA to be a useful supplemental measure. Adjusted EBITDA is provided to assist in determining the ability of the Company to assess its performance.

Adjusted EBITDA	Three months ended March 31
(unaudited, in millions of U.S. dollars)	2026			2025
Net income		43.3			56.0
Net finance costs		44.2			40.3
Income tax expense		9.1			18.3
Depreciation of property and equipment		83.2			87.9
Depreciation of right-of-use assets		45.0			41.9
Amortization of intangible assets		22.7			21.5
Gain, net of impairment, on sale of land		(6.0	)		(7.0	)
and buildings and assets held for sale
Adjusted EBITDA		241.4			259.0
Note: due to rounding, totals may differ slightly from the sum.

Adjusted net income and adjusted earnings per share (adjusted “EPS”), basic or diluted:

Adjusted net income is calculated as net income excluding amortization of intangible assets related to business acquisitions, net change in the fair value and accretion expense of contingent considerations, net change in the fair value of derivatives, net foreign exchange gain or loss, impairment of intangible assets, bargain purchase gain, restructuring from business acquisitions, gain or loss on sale of land and buildings and assets held for sale, impairment on assets held for sale, gain or loss on the sale of business and directly attributable expenses due to the disposal of the business. Adjusted earnings per share, basic or diluted, is calculated as adjusted net income divided by the weighted average number of common shares, basic or diluted. The Company uses adjusted net income and adjusted earnings per share to measure its performance from one period to the next, without the variation caused by the impact of the items described

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Earnings Press Release

above. The Company excludes these items because they affect the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Excluding these items does not imply they are necessarily non-recurring.

Adjusted net income	Three months ended March 31
(unaudited, in millions of U.S. dollars, except per share data)	2026			2025
Net income		43.3			56.0
Amortization of intangible assets related to business acquisitions		21.5			19.0
Net change in fair value and accretion expense of
contingent consideration		2.8			0.0
Net foreign exchange loss		1.5			0.2
Gain, net of impairment, on sale of land and buildings
and assets held for sale		(6.0	)		(7.1	)
Tax impact of adjustments		(5.9	)		(4.0	)
Adjusted net income		57.2			64.2
Adjusted earnings per share - basic		0.70			0.76
Adjusted earnings per share - diluted		0.69			0.76
Note: due to rounding, totals may differ slightly from the sum.

Free cash flow:

Net cash from operating activities, less additions to property and equipment plus proceeds from sale of property and equipment and assets held for sale. Management believes that this measure provides a benchmark to evaluate the performance of the Company in regards to its ability to meet capital requirements.

Free cash flow	Three months ended March 31
(unaudited, in millions of U.S. dollars)	2026			2025
Net cash from operating activities		121.5			193.6
Additions to property and equipment		(26.1	)		(34.5	)
Proceeds from sale of property and equipment		16.0			15.8
Proceeds from sale of assets held for sale		12.3			16.9
Free cash flow		123.7			191.7

Note to readers: Audited consolidated financial statements and Management’s Discussion & Analysis are available on TFI International’s website at www.tfiintl.com.

For further information:

Alain Bédard

Chairman, President and CEO

TFI International Inc.

647-729-4079

abedard@tfiintl.com

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EXHIBIT 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the quarter ended

March 31, 2026

CONTENTS

GENERAL INFORMATION		2
FORWARD-LOOKING STATEMENTS		2
SELECTED FINANCIAL DATA AND HIGHLIGHTS		3
ABOUT TFI INTERNATIONAL		4
CONSOLIDATED RESULTS		5
SEGMENTED RESULTS		7
LIQUIDITY AND CAPITAL RESOURCES		11
OUTLOOK		14
SUMMARY OF EIGHT MOST RECENT QUARTERLY RESULTS		15
NON-IFRS FINANCIAL MEASURES		15
RISKS AND UNCERTAINTIES		22
CRITICAL ACCOUNTING POLICIES AND ESTIMATES		36
CHANGES IN ACCOUNTING POLICIES		37
CONTROLS AND PROCEDURES		37

Management’s Discussion and Analysis

GENERAL INFORMATION

The following is TFI International Inc.’s management discussion and analysis (“MD&A”). Throughout this MD&A, the terms “Company”, “TFI International” and “TFI” shall mean TFI International Inc., including its operating subsidiaries. This MD&A provides a comparison of the Company’s performance for its three-month period ended March 31, 2026 with the corresponding three-month period ended March 31, 2025 and it reviews the Company’s financial position as of March 31, 2026. It also includes a discussion of the Company’s affairs up to April 27, 2026, which is the date of this MD&A. The MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements and accompanying notes as of March 31, 2026 and the audited consolidated financial statements and accompanying notes as at and for the year ended December 31, 2025.

In this document, all financial data are prepared in accordance with the IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) unless otherwise noted. All amounts are in United States dollars (U.S. dollars), and the term “dollar”, as well as the symbol “$”, designate U.S. dollars unless otherwise indicated. Variances may exist as numbers have been rounded. This MD&A also uses non-IFRS financial measures. Refer to the section of this report entitled “Non-IFRS Financial Measures” for a complete description of these measures.

The Company’s unaudited condensed consolidated interim financial statements have been approved by its Board of Directors (“Board”) upon recommendation of its audit committee on April 27, 2026. Prospective data, comments and analysis are also provided wherever appropriate to assist existing and new investors to see the business from a corporate management point of view. Such disclosure is subject to reasonable constraints for maintaining the confidentiality of certain information that, if published, would probably have an adverse impact on the competitive position of the Company.

Additional information relating to the Company can be found on its website at www.tfiintl.com. The Company’s continuous disclosure materials, including its annual and quarterly MD&A, annual and quarterly consolidated financial statements, annual report, annual information form, management proxy circular and the various press releases issued by the Company are also available on its website, or directly through the SEDAR system at www.sedarplus.ca, or through the EDGAR system at www.sec.gov/edgar.shtml.

FORWARD-LOOKING STATEMENTS

The Company may make statements in this report that reflect its current expectations regarding future results of operations, performance and achievements. These are “forward-looking” statements and reflect management’s current beliefs. They are based on information currently available to management. Words such as “may”, “might”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, “to its knowledge”, “could”, “design”, “forecast”, “goal”, “hope”, “intend”, “likely”, “predict”, “project”, “seek”, “should”, “target”, “will”, “would” or “continue” and words and expressions of similar import are intended to identify these forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected.

The Company wishes to caution readers not to place undue reliance on any forward-looking statements which reference issues only as of the date made. The following important factors could cause the Company’s actual financial performance to differ materially from that expressed in any forward-looking statement: the highly competitive market conditions, the Company’s ability to recruit, train and retain qualified drivers, fuel price variations and the Company’s ability to recover these costs from its customers, foreign currency fluctuations, the impact of environmental standards and regulations, imposing of tariffs or changes to the rates of tariffs and their impact on the market, changes in governmental regulations applicable to the Company’s operations, adverse weather conditions, accidents, the market for used equipment, changes in interest rates, cost of liability insurance coverage, downturns in general economic conditions affecting the Company and its customers, credit market liquidity, and the Company’s ability to identify, negotiate, consummate and successfully integrate business acquisitions.

The foregoing list should not be construed as exhaustive, and the Company disclaims any subsequent obligation to revise or update any previously made forward-looking statements unless required to do so by applicable securities laws. Unanticipated events are likely to occur. Readers should also refer to the section “Risks and Uncertainties” at the end of this MD&A for additional information on risk factors and other events that are not within the Company’s control. The Company’s future financial and operating results may fluctuate as a result of these and other risk factors.

│2

Management’s Discussion and Analysis

SELECTED FINANCIAL DATA AND HIGHLIGHTS

(unaudited) (in thousands of U.S. dollars, except per share data)		Three months ended March 31
		2026				2025				2024
Revenue			1,702,626				1,714,493				1,611,501
Fuel surcharge			246,477				249,894				259,314
Total revenue			1,949,103				1,964,387				1,870,815
Adjusted EBITDA1			241,440				258,962				268,350
Operating income			96,593				114,643				151,556
Net income			43,308				56,032				92,847
Adjusted net income1			57,178				64,166				105,510
Net cash from operating activities			121,516				193,558				200,689
Free cash flow1			123,681				191,728				137,163
Per share data
EPS – diluted			0.53				0.66				1.09
Adjusted EPS – diluted1			0.69				0.76				1.24
Dividends			0.47				0.45				0.40
As a percentage of revenue before fuel surcharge
Adjusted EBITDA margin1			14.2	%			15.1	%			16.7	%
Depreciation of property and equipment			4.9	%			5.1	%			4.0	%
Depreciation of right-of-use assets			2.6	%			2.4	%			2.2	%
Amortization of intangible assets			1.3	%			1.3	%			1.1	%
Operating margin1			5.7	%			6.7	%			9.4	%
Adjusted operating ratio1			94.7	%			93.7	%			90.6	%

Q1 Highlights

•Operating income of $96.6 million compared to $114.6 million the same quarter last year.

•Net income of $43.3 million compared to $56.0 million in Q1 2025, and diluted earnings per share (diluted “EPS”) of $0.53 compared to $0.66 in Q1 2025.

•Adjusted net income1, a non-IFRS measure, of $57.2 million compared to $64.2 million in Q1 2025.

•Adjusted diluted EPS1, a non-IFRS measure, of $0.69 compared to $0.76 in Q1 2025.

•Net cash from operating activities of $121.5 million compared to $193.6 million in Q1 2025, due primarily to non-cash working capital reduction.

•Free cash flow1, a non-IFRS measure, of $123.7 million compared to $191.7 million in Q1 2025.

•The Company’s reportable segments performed as follows:

oLess-Than-Truckload operating income of $30.6 million compared to $47.1 million in the year-earlier period;

oTruckload operating income of $55.8 million increased 14% from $48.8 million in the year-earlier period; and

oLogistics operating income of $34.4 million increased 10% from $31.2 million in the year-earlier period.

•On March 16, 2026, the Board of Directors of TFI declared a quarterly dividend of $0.47 per share paid on April 15, 2026, a 4% increase over the quarterly dividend of $0.45 per share declared in Q1 2025. The annualized dividend1 represents 20.2% of the trailing twelve-month free cash flow.

•During the first quarter, the Company acquired Triangle Warehouse which now operates as part of the Truckload segment.

1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS financial measures” section below.

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Management’s Discussion and Analysis

ABOUT TFI INTERNATIONAL

Services

TFI International is a North American leader in the transportation and logistics industry, operating across the United States, Canada and Mexico through its subsidiaries. TFI International creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned operating subsidiaries. Under the TFI International umbrella, companies benefit from financial and operational resources to build their businesses and increase their efficiency. TFI International companies service the following reportable segments:

•Less-Than-Truckload (“LTL”);

•Truckload (“TL”);

•Logistics.

Seasonality of operations

The activities conducted by the Company are subject to general demand for freight transportation. Historically, demand has been relatively stable with the weakest generally occurring during the first quarter. Furthermore, during the winter months, fuel consumption and maintenance costs tend to rise.

Human resources

As at March 31, 2026, the Company had 26,354 employees throughout TFI International’s various business segments across North America. This compares to 26,312 employees as at March 31, 2025. The year-over-year increase of 42 employees is attributable to rationalizations affecting 1,145 employees, offset by business acquisitions that added 1,187 employees. The Company believes that it has a relatively low turnover rate among its employees in Canada, and a normal turnover rate in the U.S. comparable to other U.S. carriers, and that its employee relations are very good.

Equipment

The Company is a significant transportation provider throughout North America. As at March 31, 2026, the Company had 12,642 trucks, 40,831 trailers and 6,330 independent contractors. This compares to 13,669 trucks, 42,710 trailers and 7,087 independent contractors as at March 31, 2025.

Facilities

TFI International’s head office is in Montréal, Québec and has executive offices in Etobicoke, Ontario, Dallas, Texas and Palm Beach Gardens, Florida. As at March 31, 2026, the Company had 626 facilities, as compared to 646 facilities as at March 31, 2025. Of these 626 facilities, 379 are located in the United States and 247 are located in Canada. In the last twelve months, 20 facilities were added from business acquisitions while terminal consolidation decreased the total number of facilities by 40, across all segments.

Customers

The Company has a diverse customer base across a broad cross-section of industries with no single client accounting for more than 5% of consolidated revenue. Because of its customer diversity, as well as the wide geographic scope of the Company’s service offerings and the range of segments in which it operates, a downturn in the activities of an individual customer or customers in a particular industry would not be expected to have a material adverse impact on operations. The Company has forged strategic partnerships with other transport companies in order to extend its service offerings to customers across North America.

Revenue by Top Customers' Industry1				Years ended December 31
	2025			2024
Manufactured Goods		19	%		17	%
Retail		18	%		18	%
Building Materials		11	%		13	%
Metals & Mining		10	%		10	%
Automotive		9	%		10	%
Food & Beverage		7	%		8	%
Services		7	%		7	%
Energy		6	%		3	%
Chemicals & Explosives		5	%		6	%
Waste Management		3	%		3	%
Forest Products		3	%		2	%
Others		2	%		1	%
Maritime Containers		1	%		1	%
1 This measure is calculated by obtaining the top 30 customers of each operating entity and also excluding revenues related to customers in the transportation and logistics business. This represents 62% of the total revenue in the year ended December 31, 2025 (58% of the total revenue in the year ended December 31, 2024).

│4

Management’s Discussion and Analysis

CONSOLIDATED RESULTS

This section provides general comments on the consolidated results of operations. A more detailed analysis is provided in the “Segmented Results” section.

2026 business acquisitions

In line with its growth strategy, the Company acquired one business during 2026 which was reported in the Truckload segment.

Revenue

For the three months ended March 31, 2026, revenue before fuel surcharge was $1,702.6 million, as compared to $1,714.5 million in Q1 2025. The decrease was mainly attributable to a weakened market which resulted in weaker volumes and was partially offset by contributions from business acquisitions of $53.7 million.

Operating expenses

For the three months ended March 31, 2026, the Company’s operating expenses increased by $2.8 million, to $1,852.5 million, from $1,849.7 million in Q1 2025. This increase was due primarily to an increase from business acquisitions of $44.5 million, partially offset by a decrease in line with reduced revenues and the Company's effort to reduce expenses.

For the three months ended March 31, 2026, materials and services expenses, net of fuel surcharge, decreased by $0.2 million, to $738.9 million from $739.1 million in the same period last year due primarily to the decrease in volumes, and partially offset by an increase from business acquisitions of $11.7 million.

For the three months ended March 31, 2026, personnel expense increased to $612.7 million from $607.4 million in Q1 2025. The increase is primarily related to the increase from business acquisitions of $18.1 million, which was partially offset by the reduction in personnel in response to the decrease in revenues.

Other operating expenses, which are primarily comprised of costs related to office and terminal rent, taxes, heating, telecommunications, maintenance and security and other general and administrative expenses, increased by $1.5 million for the three months ended March 31, 2026, as compared to the same period last year. The increase related primarily to an increase from business acquisitions of $6.0 million.

Operating income

For the three months ended March 31, 2026, the Company’s operating income was $96.6 million compared to $114.6 million during the same quarter in 2025. The decrease is primarily attributable to the decline in revenues from existing operations as a result of weaker market demand in the quarter, and an increase in accident expense of $6.7 million, and is partially offset by contributions from business acquisitions of $9.4 million.

Finance income and costs

(unaudited) (in thousands of U.S. dollars)		Three months ended March 31
		2026		2025
Interest expense on long-term debt		29,850		30,236
Interest expense on lease liabilities		7,090		6,527
Interest income		(502)		(228)
Net change in fair value and accretion expense of contingent consideration		2,835		15
Net foreign exchange (gain) loss		1,535		245
Others		3,356		3,514
Net finance costs		44,164		40,309

Interest expense

Interest expense on long-term debt for the three-month period ended March 31, 2026 decreased by $0.4 million as compared to the same quarter last year as the average level of debt increased from $2.43 billion to $2.58 billion, due to new debt obtained primarily for acquisitions, and the average interest rate decreased from 4.97% to 4.62%, driven by rate reductions in the Company's floating rate debt, repayment of higher rate debt, as well as refinancing of higher rate debt with lower rate debt.

Net foreign exchange gain or loss and net investment hedge

The Company designates as a hedge a portion of its U.S. dollar denominated debt held against its net investments in U.S. operations. This accounting treatment allows the Company to offset the designated portion of foreign exchange gain (or loss) of its debt against the foreign exchange loss (or gain) of

5

Management’s Discussion and Analysis

its net investments in U.S. operations and present them in other comprehensive income. Net foreign exchange gains or losses recorded in income or loss are attributable to the translation of the U.S. dollar portion of the Company’s credit facilities not designated as a hedge and to the translation of other financial assets and liabilities denominated in currencies other than the functional currency. For the three-month period ended March 31, 2026, a loss of $26.1 million of foreign exchange variations (a loss of $26.1 million net of tax) was recorded to other comprehensive income as it relates to the translation of the debt in the net investment hedge. For the three-month period ended March 31, 2025, a gain of $11.4 million of foreign exchange variations (a gain of $11.0 million net of tax) was recorded to other comprehensive income as it relates to the translation of the debt in the net investment hedge.

Income tax expense

For the three months ended March 31, 2026, the Company’s effective tax rate was 17.4%. The income tax expense of $9.1 million reflects a $4.8 million favorable variance versus an anticipated income tax expense of $13.9 million based on the Company’s statutory tax rate of 26.5%. The favorable variance is due to a favorable variation from tax deductions and tax-exempt income of $6.6 million, due in part to the settlement of share-based awards, the sale of real estate in Canada, and a tax efficient financing structure, partially offset by an unfavorable variation from non-deductible expenses of $1.7 million related primarily to the accretion of the contingent consideration. For the three months ended March 31, 2025, the Company’s effective tax rate was 24.6%. The income tax expense of $18.3 million reflects a $1.4 million favorable variance versus an anticipated income tax expense of $19.7 million based on the Company’s statutory tax rate of 26.5%. The favorable variance is due to a favorable variation from tax deductions and tax-exempt income of $3.9 million and partially offset by an unfavorable variation from non-deductible expenses of $1.8 million.

Net income and adjusted net income

(unaudited) (in thousands of U.S. dollars, except per share data)		Three months ended March 31
		2026		2025		2024
Net income		43,308		56,032		92,847
Amortization of intangible assets related to business acquisitions		21,471		19,000		16,012
Net change in fair value and accretion expense of contingent    consideration		2,835		15		31
Net foreign exchange loss		1,535		245		1,268
Gain, net of impairment, on sale of land and buildings and assets held for sale		(6,340)		(7,086)		(215)
Loss on sale and impairment on rolling stock assets held for sale		298		—
Tax impact of adjustments		(5,929)		(4,040)		(4,433)
Adjusted net income1		57,178		64,166		105,510
Adjusted EPS – basic1		0.70		0.76		1.25
Adjusted EPS – diluted1		0.69		0.76		1.24

For the three months ended March 31, 2026, TFI International’s net income was $43.3 million as compared to $56.0 million in Q1 2025. The Company’s adjusted net income1, a non-IFRS measure, which excludes items listed in the above table, was $57.2 million as compared to $64.2 million in Q1 2025. EPS, fully diluted, was $0.53 compared to $0.66 in Q1 2025, and adjusted EPS1, fully diluted, of $0.69 compared to $0.76 in Q1 2025.

1 This is a non-IFRS. For the reconciliation, refer to the “Non-IFRS financial measures” section below.

6

Management’s Discussion and Analysis

SEGMENTED RESULTS

To facilitate the comparison of business level activity and operating costs between periods, the Company compares the revenue before fuel surcharge (“revenue”) and reallocates the fuel surcharge revenue to materials and services expenses within operating expenses. Note that “Total revenue” is not affected by this reallocation.

Selected segmented financial information

(unaudited) (in thousands of U.S. dollars)				Less- Than-Truckload		Truckload		Logistics		Corporate		Eliminations		Total
Three months ended March 31, 2026
Revenue before fuel surcharge1				656,304		672,754		388,328		-		(14,760)		1,702,626
% of total revenue2				40%		39%		21%						100%
Adjusted EBITDA3				79,205		131,248		54,767		(23,780)		—		241,440
Adjusted EBITDA margin3,4				12.1%		19.5%		14.1%						14.2%
Operating income (loss)5				30,573		55,763		34,390		(24,133)		—		96,593
Operating margin3,4				4.7%		8.3%		8.9%						5.7%
Total assets less intangible assets3				2,087,983		1,845,288		439,238		254,077		—		4,626,586
Net capital expenditures3				9,648		(6,421)		722		678				4,627
Three months ended March 31, 2025
Revenue before fuel surcharge1				678,950		662,855		384,948		—		(12,260)		1,714,493
% of total revenue2				41%		38%		20%						100%
Adjusted EBITDA3				97,766		126,128		47,035		(11,967)		—		258,962
Adjusted EBITDA margin3,4				14.4%		19.0%		12.2%						15.1%
Operating income (loss)				47,123		48,778		31,233		(12,491)		—		114,643
Operating margin3,4				6.9%		7.4%		8.1%						6.7%
Total assets less intangible assets3				2,187,284		1,862,443		356,208		76,806				4,482,741
Net capital expenditures3				3,129		7,452		358		(20)				10,919

1 Includes intersegment revenue.

2 Segment revenue including fuel surcharge and intersegment revenue to consolidated revenue including fuel surcharge and intersegment revenue.

3 This is a non-IFRS measure. For a reconciliation, refer to the “Non-IFRS financial measures” section below.

4 As a percentage of revenue before fuel surcharge.

5 Increase of loss in the Corporate segment includes an incremental $7.2 million of accident related expenses.

7

Management’s Discussion and Analysis

Less-Than-Truckload

(unaudited)		Three months ended March 31
(in thousands of U.S. dollars)		2026		%		2025		%
Total revenue		795,370				815,744
Fuel surcharge		(139,066)				(136,794)
Revenue		656,304		100.0%		678,950		100.0%
Materials and services expenses (net of fuel    surcharge)		205,353		31.3%		201,965		29.7%
Personnel expenses		320,127		48.8%		323,540		47.7%
Other operating expenses		51,688		7.9%		55,555		8.2%
Depreciation of property and equipment		32,668		5.0%		35,318		5.2%
Depreciation of right-of-use assets		12,779		1.9%		12,234		1.8%
Amortization of intangible assets		2,887		0.4%		3,044		0.4%
(Gain) loss on sale of rolling stock and equipment		(74)		-0.0%		140		0.0%
(Gain) loss on derecognition of right-of-use assets		5		0.0%		(16)		-0.0%
Loss, net of impairment, on sale of land and
buildings and assets held for sale		298		0.0%		47		0.0%
Operating income		30,573		4.7%		47,123		6.9%
Adjusted EBITDA1		79,205		12.1%		97,766		14.4%

1 This is a non-IFRS measure. For a reconciliation, refer to the “Non-IFRS financial measures” section below.

Operational data
(unaudited)		Three months ended March 31
(Revenue in U.S. dollars)		2026		2025		Variance		%
Revenue per hundredweight (excluding fuel)1		$19.68		$20.16		$(0.48)		-2.4%
Revenue per shipment (excluding fuel)1		$303.36		$310.07		$(6.71)		-2.2%
Revenue per hundredweight (including fuel)1		$24.04		$24.24		$(0.20)		-0.8%
Revenue per shipment (including fuel)1		$370.64		$373.28		$(2.64)		-0.7%
Tonnage (in thousands of tons)1		1,342		1,351		(9)		-0.7%
Shipments (in thousands)1		1,741		1,757		(16)		-0.9%
Average weight per shipment (in lbs)1		1,542		1,538		4		0.3%
Average length of haul (in miles)1		1,064		1,069		(5)		-0.5%
Packages (in thousands)2		15,667		16,633		(966)		-5.8%
Average weight per package (in lbs)2		15.06		13.59		1.47		10.8%
Cargo claims (% revenue)		0.6%		0.6%
Vehicle count, average		5,627		6,174		(547)		-8.9%
Truck age		4.3		4.3		—		—
Business days		63		63		—		—
Adjusted Operating Ratio3		95.3%		93.1%
Return on invested capital3		11.6%		14.4%
1  Operational statistics exclude figures from Ground Freight Pricing (“GFP”) & Package and Courier operations ("P&C").
2  Package count and weight per package only include P&C operations.
3  This is a non-IFRS measure. For a reconciliation please refer to the “Non-IFRS and Other Financial Measures” section below.

Revenue

For the three months ended March 31, 2026, revenue decreased by $22.6 million, or 3%, to $656.3 million. This decrease is mostly due to a $21.5 million reduction in LTL operations, including Ground with Freight pricing (GFP), combined with a $1.2 million decrease in P&C operations.

LTL tonnage decreased 0.4% and LTL revenue per hundredweight (excluding fuel surcharge revenue) was down 2.7%. The reduction in tonnage is explained by 0.1% decrease in weight per shipment and a 0.3% reduction in shipments due to a weaker start to the year, before improving as the quarter progressed. P&C revenue reduction was mostly driven by a 5.8% decrease in packages offset by a 10.8% increase in the average weight per package.

Operating expenses

For the three months ended March 31, 2026, materials and services expenses, net of fuel surcharge revenue, increased $3.4 million, or 2%, attributable mostly to a $2.1 million increase in sub-contractor costs, combined with a $2.4 million increase in accident and insurance related expenses. Personnel expenses decreased $3.4 million, or 1%, from a $1.7 million reduction in direct labor and administrative salaries, mostly from volume reduction and a $1.6 million severance decrease. Other operating expenses decreased $3.9 million, or 7%, mostly from a $4.4 million reduction in bad debt expense.

8

Management’s Discussion and Analysis

Depreciation of property and equipment was down $2.6 million, or 8%, mostly from a $3.0 million reduction in rolling stock depreciation, as the Company continues to manage the deployment of capital.

Operating income

Operating income for the three months ended March 31, 2026, decreased $16.5 million, to $30.6 million. Adjusted operating ratio, a non-IFRS measure, of the LTL operations was 95.3% in the first quarter of 2026 as compared to 93.1% in the same prior year period.

Return on invested capital, a non-IFRS measure, of the LTL segment was 11.6% as at March 31, 2026, as compared to 14.4% in the same prior year period.

Truckload

(unaudited)		Three months ended March 31
(in thousands of U.S. dollars)		2026		%		2025		%
Total revenue		764,082				757,768
Fuel surcharge		(91,328)				(94,913)
Revenue		672,754		100.0%		662,855		100.0%
Materials and services expenses (net of fuel    surcharge)		314,165		46.7%		309,935		46.8%
Personnel expenses		200,259		29.8%		202,203		30.5%
Other operating expenses		31,259		4.6%		28,056		4.2%
Depreciation of property and equipment		47,452		7.1%		50,473		7.6%
Depreciation of right-of-use assets		25,268		3.8%		24,793		3.7%
Amortization of intangible assets		9,104		1.4%		9,105		1.4%
(Gain) loss on sale of rolling stock and equipment		(3,906)		-0.6%		(3,415)		-0.5%
(Gain) loss on derecognition of right-of-use assets		(271)		-0.0%		(52)		-0.0%
Gain on sale of land and buildings and assets
held for sale		(6,339)		-0.9%		(7,021)		-1.1%
Operating income		55,763		8.3%		48,778		7.4%
Adjusted EBITDA1		131,248		19.5%		126,128		19.0%

Operational data		Three months ended March 31
(unaudited)		2026		2025		Variance		%
Adjusted operating ratio1		92.7%		93.7%
Revenue (in thousands of U.S. dollars)		533,836		533,372		464		0.1%
Brokerage revenue (in thousands of U.S. dollars)		138,915		129,484		9,431		7.3%
Revenue per truck per week (excluding fuel)		$4,390		$4,044		$346		8.6%
Revenue per truck per week (including fuel)		$5,141		$4,753		$388		8.2%
Truck count, average		6,939		7,469		(530)		-7.1%
Trailer count, average		21,298		23,261		(1,963)		-8.4%
Truck age		3.2		3.2		0.0		0.0%
Trailer age		11.3		10.8		0.5		4.6%
Number of owner operators, average		2,415		2,661		(246)		-9.2%
Return on invested capital1		6.0%		6.7%
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS Financial Measures” section below.

Revenue

For the three months ended March 31, 2026, revenue increased by $9.9 million, or 1%, to $672.8 million, compared to $662.9 million for the same period in 2025. The increase was primarily attributable to $10.7 million of revenue from business acquisitions, partially offset by a $0.8 million decrease in revenue from existing operations. Revenue per truck per week, excluding fuel surcharge, increased 8.6% compared to the same period in 2025, while truck count fell 7.1% as we increased fleet productivity and shed excess equipment. Brokerage revenue increased by $9.4 million, or 7%.

Operating expenses

For the three months ended March 31, 2026, operating expenses, net of fuel surcharge, increased by $2.9 million to $617.0 million, compared to $614.1 million for the same period in 2025. The increase was primarily driven by $10.4 million of operating expenses from business acquisitions, partially offset by a $7.5 million decrease in operating expenses from existing operations. Fleet right-sizing initiatives resulted in a 7% decrease in average tractors and an 8% decrease in average trailers, which contributed to a $4.8 million, or 10%, reduction in depreciation of property and equipment compared to the same period in 2025, which is offset partially with a $1.8 million increase of depreciation related to business acquisitions.

9

Management’s Discussion and Analysis

Operating income

Operating income was $55.8 million for the three months ended March 31, 2026, an increase of $7.0 million, or 14%, compared to $48.8 million for the same period in 2025. The increase reflected a $6.7 million improvement in operating income from existing operations and $0.3 million from business acquisitions.

Return on invested capital, a non-IFRS measure, of the segment was 6.0% as at March 31, 2026, as compared to 6.7% in the same prior year period.

Logistics

(unaudited)		Three months ended March 31
(in thousands of U.S. dollars)		2026		%		2025		%
Total revenue		407,336				405,685
Fuel surcharge		(19,008)				(20,737)
Revenue		388,328		100.0%		384,948		100.0%
Materials and services expenses (net of fuel    surcharge)		235,065		60.5%		251,577		65.4%
Personnel expenses		72,374		18.6%		61,355		15.9%
Other operating expenses		26,192		6.7%		24,968		6.5%
Depreciation of property and equipment		3,114		0.8%		1,921		0.5%
Depreciation of right-of-use assets		6,793		1.7%		4,633		1.2%
Amortization of intangible assets		10,470		2.7%		9,248		2.4%
Bargain purchase gain		—		-		-		-
Gain on sale of rolling stock and equipment		(70)		-0.0%		18		0.0%
Gain on derecognition of right-of-use assets		—		-		(5)		-0.0%
(Gain) loss on sale of land and building		—		—		—		—
Operating income		34,390		8.9%		31,233		8.1%
Adjusted EBITDA1		54,767		14.1%		47,035		12.2%
Return on invested capital1		12.4%				17.0%

1 This is a non-IFRS measure. For a reconciliation, refer to the “Non-IFRS financial measures” section below.

Revenue

For the three months ended March 31, 2026, revenue increased by $3.4 million, or 1%, from $384.9 million in 2025 to $388.3 million in 2026. The increase is related to business acquisition of $43.0 million offset by the decrease from existing operations due to the truck moving business of $27.3 million and the 3PL operations $8.0 million with the remainder coming from the last mile business.

Approximately 81% (2025 – 83%) of the logistics segment’s revenues in the quarter were generated by operations in the U.S. and approximately 19% (2025 – 17%) were generated by operations in Canada.

Operating expenses

For the three months ended March 31, 2026, total operating expenses, net of fuel surcharge increased by $0.2 million, relatively stable to the same prior year period, from $353.7 million to $353.9 million. The $16.5 million decrease in Materials and services expenses, or 7%, comes from volume reduction in the 3PL and truck moving business combined. Personnel expenses increased $11.0 million, or 18%, mostly explained by the business acquisition. Finally, other operating expenses increased by $1.2 million, or 5%, due to increase in facility rent from business acquisition.

Operating income

Operating income for the three months ended March 31, 2026, increased by $3.2 million, or 10%, from $31.2 million to $34.4 million. The increase was primarily explained by contributions from business acquisitions.

The return on invested capital of 12.4% compared to 17.0% in the same prior year period.

10

Management’s Discussion and Analysis

LIQUIDITY AND CAPITAL RESOURCES

Sources and uses of cash

(unaudited) (in thousands of U.S. dollars)		Three months ended March 31
		2026				2025
Sources of cash:
Net cash from operating activities			121,516				193,558
Proceeds from sale of property and equipment			16,021				15,787
Proceeds from sale of assets held for sale			12,256				16,894
Net variance in cash and bank indebtedness			35,337				—
Others			6,483				3,291
Total sources			191,613				229,530
Uses of cash:
Purchases of property and equipment			26,112				34,511
Business combinations, net of cash acquired			53,003				(2,247	)
Net variance in cash and bank indebtedness			—				23,298
Net repayment of long-term debt			16,034				5,362
Repayment of lease liabilities			41,830				40,870
Dividends paid			37,980				38,190
Repurchase of own shares			—				56,172
Others			16,654				33,374
Total usage			191,613				229,530

Cash flow from operating activities

For the three-month period ended March 31, 2026, net cash from operating activities of $121.5 million compared to $193.6 million in 2025. The decrease in net cash from operating activities is primarily due to the net change in non-cash working capital decreased by $61.5 million, mostly due to the increase in accounts receivable outpacing the increase of accounts payable as payroll and fuel costs have shorter payment periods.

Cash flow used in investing activities

Property and equipment

The following table presents the additions of property and equipment by category for the three-month periods ended March 31, 2026 and 2025.

(unaudited) (in thousands of U.S. dollars)		Three months ended March 31
		2026				2025
Additions to property and equipment:
Purchases as stated on cash flow statements			26,112				34,511
Non-cash adjustments			—				(482	)
			26,112				34,029
Additions by category:
Land and buildings			4,859				6,809
Rolling stock			13,816				23,520
Equipment			7,437				3,700
			26,112				34,029

The Company invests in new equipment to maintain its quality of service while minimizing maintenance costs. The capital expenditures reflect the level of reinvestment required to keep its equipment in good order and to maintain a strategic allocation of its capital resources.

11

Management’s Discussion and Analysis

In the normal course of activities, the Company constantly renews its rolling stock equipment, generating regular proceeds and gains or losses on disposition. The following table indicates the proceeds and gains or losses from the sale of property and equipment and assets held for sale by category for the three-month periods ended March 31, 2026 and 2025.

(unaudited) (in thousands of U.S. dollars)		Three months ended March 31
		2026				2025
Proceeds by category:
Land and buildings			11,651				16,380
Rolling stock			16,616				16,277
Equipment			10				24
			28,277				32,681
Gains (losses) by category:
Land and buildings			6,339				7,086
Rolling stock			3,804				3,133
Equipment			(52	)			12
			10,091				10,231

Business acquisitions

For the three-month period ended March 31, 2026, cash used in business acquisitions, net of cash acquired, totaled $53.0 million to acquire a business, as compared to a reduction of cash used of $2.2 million incurred in 2025. Further information can be found in note 5 of the March 31, 2026 unaudited condensed consolidated interim financial statements.

Cash flow used in financing activities

For the three-month period ended March 31, 2026, the Company had a net repayment debt of $16.0 million, as compared to a net repayment of debt of $5.4 million in 2025.

On June 27, 2025, the Company received CAD $300 million in proceeds from the issuance of new debt, taking the form of unsecured senior notes consisting of three tranches, with terms from 5 to 9 years and bearing fixed interest rates between 4.52% and 5.33%. Deferred financing fees of $0.8 million were recognized as a result of the transaction.

On May 30, 2025, the Company extended its revolving credit facility until May 30, 2028. Under the new extension, while the total availability remained unchanged, the CAD availability was reduced to CAD $1.135 billion and USD availability was increased to $125.0 million. Deferred financing fees of $0.7 million were recognized on the extension.

NCIB on common shares

Pursuant to the renewal of the normal course issuer bid (“NCIB”), which began on November 4, 2025, and ends on November 3, 2026, the Company is authorized to repurchase for cancellation up to a maximum of 7,667,696 of its common shares under certain conditions. As at March 31, 2026, and since the inception of this NCIB, the Company has not repurchased or cancelled any common shares.

For the three-month period ended March 31, 2026, the Company did not repurchase any common shares for cancellation (as compared to 524,795 common shares during the same period in 2025 at a weighted average price of $107.04 for a total purchase price of $56.2 million).

Free cash flow1

(unaudited) (in thousands of U.S. dollars)		Three months ended March 31
		2026				2025				2024
Net cash from operating activities			121,516				193,558				200,689
Additions to property and equipment			(26,112	)			(34,511	)			(77,539	)
Proceeds from sale of property and equipment			16,021				15,787				12,770
Proceeds from sale of assets held for sale			12,256				16,894				1,243
Free cash flow			123,681				191,728				137,163
1 This is a non-IFRS measure. For a reconciliation refer to the “Non-IFRS financial measures” section below.

The Company's objectives when managing its cash flow from operations are to ensure proper capital investment in order to provide stability and competitiveness for its operations, to ensure sufficient liquidity to pursue its growth strategy, and to undertake selective business acquisitions within a sound capital structure and solid financial position.

For the three-month period ended March 31, 2026, the Company generated free cash flow of $123.7 million, compared to $191.7 million in 2025, which represents a year-over-year decrease of $68.0 million. The decrease is due primarily to lower net cash from operating activities of $72.0 million, and is

12

Management’s Discussion and Analysis

partially offset by lower additions to property and equipment of $8.4 million, as the Company is reducing capital expenditures in response to the reduced market demand.

Free cash flow conversion1, which measures the amount of capital employed to generate earnings, for the three-month period ended March 31, 2026, of 98.1% compares to 95.8% in the same prior year period.

Based on March 31, 2026, closing share price of $108.63, free cash flow1 generated by the Company in the preceding twelve months ($764.2 million, or $9.30 per share) represented a yield of 8.6%. Based on March 31, 2025, closing share price of $77.45, free cash flow1 generated by the Company in the preceding twelve months ($823.2 million, or $9.80 per share outstanding) represented a yield of 12.7%.

Financial position

(unaudited) (in thousands of U.S. dollars)		As at March 31, 2026				As at December 31, 2025
Intangible assets			2,858,291				2,864,436
Total assets, less intangible assets1			4,626,586				4,644,799
Long-term debt			2,549,449				2,577,975
Lease liabilities			615,095				637,764
Shareholders' equity			2,660,154				2,677,627
1 This is a non-IFRS measure. For a reconciliation refer to the “Non-IFRS financial measures” section below.

Contractual obligations and commitments

The following table indicates the Company’s contractual obligations, excluding purchase commitments, with their respective maturity dates at March 31, 2026, including future interest payments.

(unaudited) (in thousands of U.S. dollars)		Total				Less than 1 year				1 to 3 years				3 to 5 years				After 5 years
Unsecured revolving facility – May 2028			560,426				—				560,426				—				—
Unsecured senior notes – December 2026 to October 2043			1,870,936				150,000				300,000				322,968				1,097,968
Conditional sales contracts			117,799				47,659				59,990				10,150				—
Lease liabilities			615,094				163,857				219,349				96,454				135,434
Other long-term debt			3,877				3,877				—				—				—
Interest on debt and lease liabilities			757,926				106,505				194,115				163,706				293,600
Total contractual obligations			3,926,058				471,898				1,333,880				593,278				1,527,002

The following table indicates the Company’s financial covenants to be maintained under its credit facility. These covenants are measured on a consolidated rolling twelve-month basis and are calculated as prescribed by the credit agreement which, among other things, requires the exclusion of the impact of IFRS 16 Leases:

(unaudited) Covenants		Requirements		As at March 31, 2026
Funded debt-to- EBITDA ratio [ratio of total debt, net of cash, plus letters of credit and some other long-term liabilities to earnings before interest, income tax, depreciation and amortization (“EBITDA”), including last twelve months adjusted EBITDA from business acquisitions]		< 3.50			2.56
EBITDAR Coverage Ratio [ratio of EBITDAR (EBITDA before rent and including last twelve months adjusted EBITDAR from business acquisitions) to interest and net rent expenses]		> 1.75			3.71

The funded debt measure in the banking covenant above includes $141.4 million of letters of credit and $101.3 million of contingent consideration.

As at March 31, 2026, the Company had $141.8 million of outstanding letters of credit ($140.9 million on December 31, 2025).

As at March 31, 2026, the Company had $127.4 million of purchase commitments and $18.9 million of purchase orders that the Company intends to enter into a lease (December 31, 2025 – $18.8 million and $2.5 million, respectively).

Dividends and outstanding share data

Dividends

The Company declared $38.6 million in dividends, or $0.47 per common share, in the first quarter of 2026. On April 27, 2026, the Board of Directors approved a quarterly dividend of $0.47 per outstanding common share of the Company’s capital, to be declared in June and payable on July 15, 2026, to shareholders of record at the close of business on June 30, 2026 for an expected aggregate payment of $38.6 million.

13

Management’s Discussion and Analysis

Outstanding shares and share-based awards

A total of 82,186,031 common shares were outstanding as at March 31, 2026 (December 31, 2025 – 82,151,032). There were no material changes in the Company’s outstanding share capital between March 31, 2026 and April 27, 2026. The average number of diluted shares for the three months ended March 31, 2026, was 82,380,709 shares as compared to 84,524,018 shares in the same prior year period. This reduction is due to share repurchases and cancellations.

As at March 31, 2026, the number of outstanding options to acquire common shares issued under the Company’s stock option plan was 19,000 (December 31, 2025 – 53,999) of which 19,000 were exercisable (December 31, 2025 – 53,999). Each stock option entitles the holder to purchase one common share of the Company at an exercise price based on the volume-weighted average trading price of the Company’s shares for the last five trading days immediately preceding the effective date of the grant.

As at March 31, 2026, the number of restricted share units (‘’RSUs’’) granted under the Company’s equity incentive plan to its senior employees was 211,751 (December 31, 2025 – 192,554). On February 17, 2026, the Company granted a total of 73,276 RSUs under the Company’s equity incentive plan. The RSUs will vest in February of the third year following the grant date. Upon satisfaction of the required service period, the plan provides for settlement of the award through shares. The fair value of the RSUs is determined to be the share price fair value at the date of the grant and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The fair value of the RSUs granted was $120.84 per unit.

As at March 31, 2026, the number of performance share units (‘’PSUs’’) granted under the Company’s equity incentive plan to its senior employees was 171,900 (December 31, 2025 – 156,803). On February 17, 2026, the Company granted a total of 68,957 PSUs under the Company’s equity incentive plan. The PSUs will vest in February of the third year following the grant date. Upon satisfaction of the required service period, the plan provides for settlement of the award through shares. The fair value of the PSUs granted was $138.97 per unit.

Legal proceedings

The Company is involved in litigation arising from the ordinary course of business primarily involving claims for bodily injury and property damage. It is not feasible to predict or determine the outcome of these or similar proceedings. However, the Company believes the ultimate recovery or liability, if any, resulting from such litigation individually or in total, would not materially adversely nor positively affect the Company’s financial condition or performance and, if necessary, has been provided for in the financial statements.

OUTLOOK

The North American economic growth forecast from leading economists continues to call for modest expansion despite the Iran conflict, higher tariffs, ongoing concerns over inflation and interest rate uncertainty. Freight volumes have somewhat improved and as a result of regulations and other factors, the industry has begun to address overcapacity. In addition, the Company’s diversification toward industrial end markets and across multiple modes of transportation, along with its sharp focus on quality of revenue and enhanced operational efficiencies have served as mitigating factors. As industry supply continues to rationalize and the freight cycle further improves, management believes that recent cost structure enhancements and well-timed investments during the recent down cycle will ultimately drive stronger results.

TFI International remains vigilant in monitoring potential emerging risks, including diesel price fluctuations and international trade friction that may result in freight volume declines and higher costs that could adversely affect TFI’s operating companies and the markets they serve. Beyond these macroeconomic factors, additional uncertainties include but are not limited to labor market dynamics, environmental mandates, and changes to the tax code in any jurisdiction in which TFI International operates.

Management believes the Company is well positioned to navigate current conditions, benefiting from its solid financial foundation, strong cash flow and its recently improved cost structure driven by a pronounced focus on profitability, efficiency, network density, customer service, optimal pricing, revenue per shipment, driver retention and prudent capacity management. Looking beyond near-term industry conditions, diverse industrial exposure through TFI’s specialized TL and LTL segments should help it capitalize on a potential shift toward domestic manufacturing, data center and electric grid related industry growth, as well as bonus depreciation from U.S. tax rules that could potentially support customer demand in 2026 and beyond, while the company’s Logistics segment is structured to capitalize on the expansion of e-commerce and domestic truck production.

Regardless of the operating environment, management remains focused on building shareholder value through unwavering adherence to its core operating principles, including customer focus that ultimately drives higher volumes and stronger pricing, an asset-light approach, and continuous efforts to enhance efficiencies. In addition, TFI International values strong free cash flow generation and ample liquidity with a conservative balance sheet that features primarily fixed rate debt and limited near-term debt maturities. This strong financial footing allows the Company to strategically invest and pursue selective, accretive acquisitions, while returning excess capital to shareholders whenever possible.

14

Management’s Discussion and Analysis

SUMMARY OF EIGHT MOST RECENT QUARTERLY RESULTS

(in millions of U.S. dollars, except per share data)
		Q1’26				Q4’25				Q3’25				Q2’25				Q1’25				Q4’24				Q3’24				Q2’24
Total revenue			1,949.1				1,914.0				1,968.7				2,037.6				1,964.4				2,076.9				2,184.6				2,264.5
Adjusted EBITDA1			241.4				279.6				305.4				326.6				259.0				315.3				357.2				380.1
Operating income			96.6				127.2				153.3				170.2				114.6				160.2				201.2				206.0
Net income			43.3				71.7				84.7				98.2				56.0				88.1				125.9				115.7
EPS – basic			0.53				0.87				1.02				1.18				0.66				1.04				1.49				1.37
EPS – diluted			0.53				0.87				1.02				1.17				0.66				1.03				1.48				1.36
Adjusted net income1			57.2				89.5				99.1				112.0				64.2				101.8				136.6				145.6
Adjusted EPS -    diluted1			0.69				1.09				1.20				1.34				0.76				1.19				1.60				1.71
1 This is a non-IFRS measure. For a reconciliation refer to the “Non-IFRS financial measures” section below.

The differences between the quarters are mainly the result of seasonality (softer in Q1) and business acquisitions.

NON-IFRS FINANCIAL MEASURES

Financial data has been prepared in conformity with IFRS, including the following measures:

Operating expenses: Operating expenses include: a) materials and services expenses, which are primarily costs related to independent contractors and vehicle operation; vehicle operation expenses, which primarily include fuel, repairs and maintenance, vehicle leasing costs, insurance, permits and operating supplies; b) personnel expenses; c) other operating expenses, which are primarily composed of costs related to offices’ and terminals’ rent, taxes, heating, telecommunications, maintenance and security and other general administrative expenses; d) depreciation of property and equipment, depreciation of right-of-use assets, amortization of intangible assets and gain or loss on the sale of rolling stock and equipment, on derecognition of right-of use assets, on sale of business and on sale of land and buildings and assets held for sale; e) bargain purchase gain; and f) impairment of intangible assets.

Operating income (loss): Net income or loss before finance income and costs and income tax expense, as stated in the consolidated financial statements.

This MD&A includes references to certain non-IFRS financial measures as described below. These non-IFRS financial measures are not standardized financial measures under IFRS used to prepare the financial statements of the Company to which the measures relate and might not be comparable to similar financial measures disclosed by other issuers. Accordingly, they should not be considered in isolation, in addition to, nor as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The terms and definitions of non-IFRS measures used in this MD&A and a reconciliation of each non-IFRS measure to the most directly comparable IFRS measure are provided below.

Adjusted net income: Net income or loss excluding amortization of intangible assets related to business acquisitions, net change in the fair value and accretion expense of contingent considerations, net change in the fair value of derivatives, net foreign exchange gain or loss, impairment of intangible assets, bargain purchase gain, gain or loss on sale of land and buildings and assets held for sale, impairment on assets held for sale, gain or loss on the sale of business and directly attributable expense due to the disposal, restructuring from business acquisitions and corresponding tax impacts. In presenting an adjusted net income and adjusted EPS, the Company’s intent is to help provide an understanding of what would have been the net income and earnings per share excluding specific impacts from significant business combinations and other items to reflect earnings from a strictly operating perspective. The amortization of intangible assets related to business acquisitions comprises amortization expense of customer relationships, trademarks and non-compete agreements accounted for in business combinations and the income tax effects related to this amortization. Management also believes that in excluding amortization of intangible assets related to business acquisitions, it provides more information on the amortization of intangible asset expense portion, net of tax, that will not have to be replaced to preserve the Company’s ability to generate similar future cash flows. The Company excludes these items because they affect the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Excluding these items does not imply they are necessarily non-recurring. See reconciliation on page 6.

Adjusted earnings per share (adjusted “EPS”) - basic: Adjusted net income divided by the weighted average number of common shares.

Adjusted EPS - diluted: Adjusted net income divided by the weighted average number of diluted common shares.

Adjusted EBITDA: Net income before finance income and costs, income tax expense, depreciation, amortization, impairment of intangible assets, bargain purchase gain, and gain or loss on sale of land and buildings, assets held for sale, sale of business, and gain or loss on disposal of intangible assets and

15

Management’s Discussion and Analysis

restructuring from business acquisitions. Management believes adjusted EBITDA to be a useful supplemental measure. Adjusted EBITDA is provided to enhance the comparability of the measure and to assist the Company to assess its performance.

Segmented adjusted EBITDA refers to operating income (loss) before depreciation, amortization, impairment of intangible assets, bargain purchase gain, gain or loss on sale of business, land and buildings, and assets held for sale and gain or loss on disposal of intangible assets and restructuring from business acquisitions. Management believes segmented adjusted EBITDA to be a useful supplemental measure. Segmented adjusted EBITDA is provided to enhance the comparability of the measure and to assist the Company to assess its performance.

Consolidated adjusted EBITDA reconciliation:

(unaudited) (in thousands of U.S. dollars)		Three months ended March 31
		2026		2025		2024
Net income		43,308		56,032		92,847
Net finance costs		44,164		40,309		27,329
Income tax expense		9,121		18,302		31,380
Depreciation of property and equipment		83,175		87,891		64,491
Depreciation of right-of-use assets		45,037		41,927		35,302
Amortization of intangible assets		22,676		21,475		17,216
Gain, net of impairment, on sale of assets held for sale		(6,041)		(6,974)		(215)
Adjusted EBITDA		241,440		258,962		268,350

Segmented adjusted EBITDA reconciliation:

(unaudited) (in thousands of U.S. dollars)		Three months ended March 31
		2026		2025
Less-Than-Truckload
Operating income		30,573		47,123
Depreciation and amortization		48,334		50,596
Loss, net of impairment, on sale of assets held for sale		298		47
Adjusted EBITDA		79,205		97,766
Truckload
Operating income		55,763		48,778
Depreciation and amortization		81,824		84,371
Gain on sale of assets held for sale		(6,339)		(7,021)
Adjusted EBITDA		131,248		126,128
Logistics
Operating income		34,390		31,233
Depreciation and amortization		20,377		15,802
Adjusted EBITDA		54,767		47,035
Corporate
Operating loss		(24,133)		(12,491)
Depreciation and amortization		353		524
Adjusted EBITDA		(23,780)		(11,967)

Adjusted EBITDA margin is calculated as adjusted EBITDA as a percentage of revenue before fuel surcharge.

Annualized dividend is calculated by annualizing the cash outflow of the most recent dividend issued and dividing by the trailing twelve-month free cash flow. Management believes that this measure provides insight into the amount of free cash to be used to fund the dividend, and consequently what can be used for other purposes. The annualized dividend as at March 31, 2026 was 20.2%.

Free cash flow: Net cash from operating activities less additions to property and equipment plus proceeds from sale of property and equipment and assets held for sale. Management believes that this measure provides a benchmark to evaluate the performance of the Company in regard to its ability to meet capital requirements. See reconciliation on page 14.

16

Management’s Discussion and Analysis

Free cash flow conversion: Adjusted EBITDA less net capital expenditures, divided by the adjusted EBITDA. Management believes that this measure provides a benchmark to evaluate the performance of the Company in regard to its ability to convert its operating profit into free cash flow.

Free cash flow conversion reconciliation:

(unaudited) (in thousands of U.S. dollars)		Three months ended March 31
		2026		2025
Net income		43,308		56,032
Net finance costs		44,164		40,309
Income tax expense		9,121		18,302
Depreciation of property and equipment		83,175		87,891
Depreciation of right-of-use assets		45,037		41,927
Amortization of intangible assets		22,676		21,475
Gain, net of impairment, on sale assets held for sale		(6,041)		(6,974)
Adjusted EBITDA		241,440		258,962
Net capital expenditures		(4,627)		(10,919)
Adjusted EBITDA less net capital expenditures		236,813		248,043
Free cash flow conversion		98.1%		95.8%

Total assets less intangible assets: Management believes that this presents a more useful basis to evaluate the return on the productive assets. The excluded intangibles relate primarily to intangibles assets acquired through business acquisitions.

(unaudited) (in thousands of U.S. dollars)				Less- Than-Truckload				Truckload				Logistics				Corporate				Eliminations				Total
As at March 31, 2026
Total assets					2,487,408				3,379,568				1,362,199				255,702				-				7,484,877
Intangible assets					399,425				1,534,280				922,961				1,625				-				2,858,291
Total assets less intangible assets					2,087,983				1,845,288				439,238				254,077				-				4,626,586
As at December 31, 2025
Total assets					2,491,628				3,374,439				1,379,429				263,739				-				7,509,235
Intangible assets					407,692				1,521,006				933,876				1,862				-				2,864,436
Total assets less intangible assets					2,083,936				1,853,433				445,553				261,877				-				4,644,799

17

Management’s Discussion and Analysis

Net capital expenditures: Additions to rolling stock and equipment, net of proceeds from the sale of rolling stock and equipment and assets held for sale excluding property. Management believes that this measure illustrates the recurring net capital expenditures which were required for the respective period.

(unaudited) (in thousands of U.S. dollars)				Less- Than-Truckload				Truckload				Logistics				Corporate				Eliminations		Total
Three months ended March 31, 2026
Additions to rolling stock					6,021				7,200				595				-						13,816
Additions to equipment					6,011				256				491				679						7,437
Proceeds from the sale of rolling stock					(2,384	)			(13,867	)			(365	)			-						(16,616	)
Proceeds from the sale of equipment					-				(10	)			-				-						(10	)
Net capital expenditures					9,648				(6,421	)			721				679						4,627
Three months ended March 31, 2025
Additions to rolling stock					3,564				19,919				37				-						23,520
Additions to equipment					2,789				495				348				68						3,700
Proceeds from the sale of rolling stock					(3,200	)			(12,962	)			(27	)			(88	)					(16,277	)
Proceeds from the sale of equipment					(24	)			-				-				-						(24	)
Net capital expenditures					3,129				7,452				358				(20	)					10,919

Operating margin is calculated as operating income (loss) as a percentage of revenue before fuel surcharge.

Adjusted operating ratio: Operating expenses before gain on sale of business, bargain purchase gain, and gain or loss on sale of land and buildings and assets held for sale, gain or loss on disposal of intangible assets, and restructuring from business acquisitions (“Adjusted operating expenses”), net of fuel surcharge revenue, divided by revenue before fuel surcharge. Although the adjusted operating ratio is not a recognized financial measure defined by IFRS, it is a widely recognized measure in the transportation industry, which the Company believes provides a comparable benchmark for evaluating the Company’s performance. Also, to facilitate the comparison of business level activity and operating costs between periods, the Company compares the revenue before fuel surcharge (“revenue”) and reallocates the fuel surcharge revenue to materials and services expenses within operating expenses.

Consolidated adjusted operating ratio reconciliation:

(unaudited) (in thousands of U.S. dollars)		Three months ended March 31
		2026		2025		2024
Operating expenses		1,852,510		1,849,744		1,719,256
Gain (Loss), net of impairment, on sale of assets held for sale		6,041		6,974		215
Adjusted operating expenses		1,858,551		1,856,718		1,719,474
Fuel surcharge revenue		(246,477)		(249,894)		(259,314)
Adjusted operating expenses, net of fuel surcharge revenue		1,612,074		1,606,824		1,460,160
Revenue before fuel surcharge		1,702,626		1,714,493		1,611,501
Adjusted operating ratio		94.7%		93.7%		90.6%

18

Management’s Discussion and Analysis

Less-Than-Truckload and Truckload reportable segments adjusted operating ratio reconciliation:

(unaudited) (in thousands of U.S. dollars)		Three months ended March 31
		2026		2025
Less-Than-Truckload
Total revenue		795,370		815,744
Total operating expenses		764,797		768,621
Operating income		30,573		47,123
Operating expenses		764,797		768,621
Loss, net of impairment, on sale of assets held for sale		(298)		(47)
Adjusted operating expenses		764,499		768,574
Fuel surcharge revenue		(139,066)		(136,794)
Adjusted operating expenses, net of fuel surcharge revenue		625,433		631,780
Revenue before fuel surcharge		656,304		678,950
Adjusted operating ratio		95.3%		93.1%
Truckload
Total revenue		764,082		757,768
Total operating expenses		708,319		708,990
Operating income		55,763		48,778
Operating expenses		708,319		708,990
Gain on sale of assets held for sale		6,339		7,021
Adjusted operating expenses		714,658		716,011
Fuel surcharge revenue		(91,328)		(94,913)
Adjusted operating expenses, net of fuel surcharge revenue		623,330		621,098
Revenue before fuel surcharge		672,754		662,855
Adjusted operating ratio		92.7%		93.7%

19

Management’s Discussion and Analysis

Return on invested capital (“ROIC”): Management believes ROIC at the segment level is a useful measure in the efficiency in the use of capital funds. The Company calculates ROIC as segment operating income net of exclusions, after tax, divided by the segment average invested capital. Operating income net of exclusions, after tax, is calculated as the trailing twelve months of operating income before bargain purchase gain, gain or loss on the sale of land and buildings and assets held for sale, and amortization of intangible assets, after tax using the statutory tax rate of the Company. Average invested capital is calculated as total assets excluding intangibles, net of trade and other payables, current taxes payable and provisions averaged between the beginning and ending balance over a twelve-month period.

Return on invested capital segment reconciliation:

(unaudited) (in thousands of U.S. dollars)		As at March 31
		2026				2025
Less-Than-Truckload
Operating income			243,405				323,327
Loss on sale of land and buildings			87				—
Impairment on assets held for sale			10,910				11,368
Gain, net of impairment, on sale of assets held for sale			(6,520	)			(8,560	)
Amortization of intangible assets			12,125				13,111
Operating income, net of exclusions			260,007				339,246
Income tax			26.5	%			26.5	%
Operating income net of exclusions, after tax			191,105				249,346
Intangible assets			399,425				401,152
Total assets, excluding intangible assets			1,816,391				1,915,691
less: Trade and other payables, income taxes payable and provisions			(592,907	)			(647,256	)
Total invested capital, current year			1,622,909				1,669,587
Intangible assets, prior year			401,152				436,402
Total assets, excluding intangible assets, prior year			1,915,691				2,079,232
less: Trade and other payables, income taxes payable and provisions, prior year			(647,256	)			(723,889	)
Total invested capital, prior year			1,669,587				1,791,745
Average invested capital			1,646,248				1,730,666
Return on invested capital			11.6	%			14.4	%
Truckload
Operating income			227,130				259,749
Gain on sale of assets held for sale			(8,839	)			(9,376	)
Amortization of intangible assets			36,951				36,600
Operating income, net of exclusions			255,242				286,973
Income tax			26.5	%			26.5	%
Operating income net of exclusions, after tax			187,603				210,925
Intangible assets			1,534,279				1,502,829
Total assets, excluding intangible assets			1,845,288				1,862,442
less: Trade and other payables, income taxes payable and provisions			(294,486	)			(286,135	)
Total invested capital, current year			3,085,081				3,079,136
Intangible assets, prior year			1,421,421				1,543,777
Total assets, excluding intangible assets, prior year			2,016,257				2,028,181
less: Trade and other payables, income taxes payable and provisions, prior year			(284,386	)			(343,964	)
Total invested capital, prior year			3,153,292				3,227,994
Average invested capital			3,119,187				3,153,565
Return on invested capital			6.0	%			6.7	%

20

Management’s Discussion and Analysis

Return on invested capital segment reconciliation (continued):

(unaudited) (in thousands of U.S. dollars)		As at March 31
		2026				2025
Logistics
Operating income			134,436				173,414
Loss on sale of land and buildings			5				—
Amortization of intangible assets			38,097				34,386
Operating income, net of exclusions			172,538				207,800
Income tax			26.5	%			26.5	%
Operating income net of exclusions, after tax			126,815				152,733
Intangible assets			922,962				727,813
Total assets, excluding intangible assets			439,237				356,207
less: Trade and other payables, income taxes payable and provisions			(195,533	)			(204,865	)
Total invested capital, current year			1,166,666				879,155
Intangible assets, prior year			727,813				764,566
Total assets, excluding intangible assets, prior year			356,207				351,366
less: Trade and other payables, income taxes payable and provisions, prior year			(204,865	)			(201,893	)
Total invested capital, prior year			879,155				914,039
Average invested capital			1,022,911				896,597
Return on invested capital			12.4	%			17.0	%

21

Management’s Discussion and Analysis

RISKS AND UNCERTAINTIES

The Company’s future results may be affected by a number of factors over many of which the Company has little or no control. The following discussion of risk factors contains forward-looking statements. The following issues, uncertainties and risks, among others, should be considered in evaluating the Company’s business, prospects, financial condition, results of operations and cash flows.

Competition. The Company faces growing competition from other transporters in Canada, the United States and Mexico. These factors, including the following, could impair the Company’s ability to maintain or improve its profitability and could have a material adverse effect on the Company’s results of operations:

•the Company competes with many other transportation companies of varying sizes, including Canadian, U.S. and Mexican transportation companies;

•the Company’s competitors may periodically reduce their freight rates to gain business, which may limit the Company’s ability to maintain or increase freight rates or maintain growth in the Company’s business;

•some of the Company’s customers are other transportation companies or companies that also operate their own private trucking fleets, and they may decide to transport more of their own freight or bundle transportation with other services;

•some of the Company’s customers may reduce the number of carriers they use by selecting so-called “core carriers” as approved service providers or by engaging dedicated providers, and in some instances the Company may not be selected;

•many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress freight rates or result in the loss of some of the Company’s business to competitors;

•the market for qualified drivers is highly competitive, particularly in the Company’s growing U.S. operations, and the Company’s inability to attract and retain drivers could reduce its equipment utilization and cause the Company to increase compensation, both of which would adversely affect the Company’s profitability;

•economies of scale that may be passed on to smaller carriers by procurement aggregation providers may improve their ability to compete with the Company;

•some of the Company’s smaller competitors may not yet be fully compliant with recently-enacted regulations which may allow such competitors to take advantage of additional driver productivity;

•advances in technology, such as advanced safety systems, automated package sorting, handling and delivery, vehicle platooning, alternative fuel vehicles, autonomous vehicle technology, digitization of freight services, and artificial intelligence enabled systems may require the Company to increase investments in order to remain competitive, and the Company’s customers may not be willing to accept higher freight rates to cover the cost of these investments;

•the Company’s competitors may have better safety records than the Company or a perception of better safety records, which could impair the Company’s ability to compete;

•some high-volume package shippers, such as Amazon.com, are developing and implementing in-house delivery capabilities and utilizing independent contractors for deliveries, which could in turn reduce the Company’s revenues and market share;

•the Company’s brand names may be subject to adverse publicity (whether or not justified) and lose significant value, which could result in reduced demand for the Company’s services;

•competition from freight brokerage companies may materially adversely affect the Company’s customer relationships and freight rates; and

•higher fuel prices and, in turn, higher fuel surcharges to the Company’s customers may cause some of the Company’s customers to consider freight transportation alternatives, including rail transportation.

Regulation. In Canada, carriers must obtain licenses issued by provincial transport boards in order to carry goods inter-provincially or to transport goods within any province. Licensing from U.S. and Mexican regulatory authorities is also required for the transportation of goods in Canada, the United States, and Mexico. Any change in or violation of existing or future regulations could have an adverse impact on the scope of the Company’s activities. Future laws and regulations may be more stringent, require changes in the Company’s operating practices, influence the demand for transportation services or require the Company to incur significant additional costs. Higher costs incurred by the Company, or by the Company’s suppliers who pass the costs onto the Company through higher supplies and materials pricing, could adversely affect the Company’s results of operations.

In addition to the regulatory regime applicable to operations in Canada, the Company is increasing its operations in the United States, and is therefore increasingly subject to rules and regulations related to the U.S. transportation industry, including regulation from various federal, state and local agencies, including the Department of Transportation (“DOT”) (in part through the Federal Motor Carrier Safety Administration (“FMCSA”)), the Environmental Protection Agency (“EPA”) and the Department of Homeland Security. Drivers must, both in Canada and the United States, comply with safety and fitness regulations, including those relating to drug and alcohol testing, driver safety performance and hours of service. Weight and dimensions, exhaust emissions and fuel efficiency are also subject to government regulation. The Company may also become subject to new or more restrictive regulations relating to

22

Management’s Discussion and Analysis

fuel efficiency, exhaust emissions, hours of service, drug and alcohol testing, ergonomics, on-board reporting of operations, collective bargaining, security at ports, speed limitations, driver training and other matters affecting safety or operating methods.

In the United States, there are currently two methods of evaluating the safety and fitness of carriers: the Compliance, Safety, Accountability (“CSA”) program, which evaluates and ranks fleets on certain safety-related standards by analyzing data from recent safety events and investigation results, and the DOT safety rating, which is based on an on-site investigation and affects a carrier’s ability to operate in interstate commerce. Additionally, the FMCSA has proposed rules in the past that would change the methodologies used to determine carrier safety and fitness.

Under the CSA program, carriers are evaluated and ranked against their peers based on seven categories of safety-related data. The seven categories of safety-related data currently include Unsafe Driving, Hours-of-Service Compliance, Driver Fitness, Controlled Substances/Alcohol, Vehicle Maintenance, Hazardous Materials Compliance and Crash Indicator (such categories known as “BASICs”). Carriers are grouped by category with other carriers that have a similar number of safety events (i.e. crashes, inspections, or violations) and carriers are ranked and assigned a rating percentile or score. If the Company were subject to any such interventions, this could have an adverse effect on the Company’s business, financial condition and results of operations. As a result, the Company’s fleet could be ranked poorly as compared to peer carriers. There is no guarantee that the Company will be able to maintain its current safety ratings or that it will not be subject to interventions in the future. The Company recruits first-time drivers to be part of its fleet, and these drivers may have a higher likelihood of creating adverse safety events under CSA. The occurrence of future deficiencies could affect driver recruitment in the United States by causing high-quality drivers to seek employment with other carriers or limit the pool of available drivers or could cause the Company’s customers to direct their business away from the Company and to carriers with higher fleet safety rankings, either of which would materially adversely affect the Company’s business, financial condition and results of operations. In addition, future deficiencies could increase the Company’s insurance expenses. Additionally, competition for drivers with favorable safety backgrounds may increase, which could necessitate increases in driver-related compensation costs. Further, the Company may incur greater than expected expenses in its attempts to improve unfavorable scores.

In December 2016, the FMCSA issued a final rule establishing a national clearinghouse for drug and alcohol testing results and requiring motor carriers and medical review officers to provide records of violations by commercial drivers of FMCSA drug and alcohol testing requirements. Motor carriers in the United States will be required to query the clearinghouse to ensure drivers and driver applicants do not have violations of federal drug and alcohol testing regulations that prohibit them from operating commercial motor vehicles. The final rule became effective on January 4, 2017, with a compliance date of January 6, 2020. In December 2019, however, the FMCSA announced a final rule extending by three years the date for state driver’s licensing agencies to comply with certain requirements. The December 2016 commercial driver’s license rule required states to request information from the clearinghouse about individuals prior to issuing, renewing, upgrading or transferring a commercial driver’s license. This new action will allow states’ compliance with the requirement, which was set to begin January 2020, to be delayed until January 2023. The compliance date of January 2020 remained in place for all other requirements set forth in the clearinghouse final rule. Upon implementation, the rule may reduce the number of available drivers in an already constrained driver market. Pursuant to a new rule finalized by the FMCSA, effective November 2021, states are required to query the clearinghouse when issuing, renewing, transferring, or upgrading a commercial driver's license and must revoke a driver’s commercial driving privileges if such driver is prohibited from driving a motor vehicle for one or more drug or alcohol violations.

In addition, other rules have been proposed or made final by the FMCSA, including (i) a rule requiring the use of speed-limiting devices on heavy-duty tractors to restrict maximum speeds, which was proposed in 2016, and (ii) a rule setting out minimum driver training standards for new drivers applying for commercial driver’s licenses for the first time and to experienced drivers upgrading their licenses or seeking a hazardous materials endorsement, which was made final in December 2016 with a compliance date in February 2020 (FMCSA officials delayed implementation of the final rule by two years). In July 2017, the DOT announced that it would no longer pursue a speed limiter rule, but left open the possibility that it could resume such a pursuit in the future. In May 2021, however, a bill was reintroduced in the U.S. House of Representatives that would require commercial motor vehicles with gross weight exceeding 26,000 pounds to be equipped with a speed limiting device, prohibiting speeds greater than 65 miles per hour. Whether the bill will become law is uncertain. The effect of these rules, to the extent they become effective, could result in a decrease in fleet production and/or driver availability, either of which could materially adversely affect the Company’s business, financial condition and results of operations.

The Company’s subsidiaries with U.S. operating authority currently have a satisfactory DOT rating, which is the highest available rating under the current safety rating scale. If the Company’s subsidiaries with U.S. operating authority were to receive a conditional or unsatisfactory DOT safety rating, it could materially adversely affect the Company’s business, financial condition and results of operations as customer contracts may require a satisfactory DOT safety rating, and a conditional or unsatisfactory rating could materially adversely affect or restrict the Company’s operations and increase the Company’s insurance costs.

The FMCSA has proposed regulations that would modify the existing rating system and the safety labels assigned to motor carriers evaluated by the DOT. Under regulations that were proposed in 2016, the methodology for determining a carrier’s DOT safety rating would be expanded to include the on-road safety performance of the carrier’s drivers and equipment, as well as results obtained from investigations. Exceeding certain thresholds based on such performance or results would cause a carrier to receive an unfit safety rating. The proposed regulations were withdrawn in March 2017, but the FMCSA

23

Management’s Discussion and Analysis

noted that a similar process may be initiated in the future. If similar regulations were enacted and the Company were to receive an unfit or other negative safety rating, the Company’s business would be materially adversely affected in the same manner as if it received a conditional or unsatisfactory safety rating under the current regulations. In addition, poor safety performance could lead to increased risk of liability, increased insurance, maintenance and equipment costs and potential loss of customers, which could materially adversely affect the Company’s business, financial condition and results of operations. The FMCSA has also indicated that it is in the early phases of a new study on the causation of large truck crashes. Although it remains unclear whether such a study will ultimately be completed, the results of such study could spur further proposed and/or final rules regarding safety and fitness in the United States.

From time to time, the FMCSA proposes and implements changes to regulations impacting hours-of-service. Such changes can negatively impact the Company’s productivity and affect its operations and profitability by reducing the number of hours per day or week the Company’s U.S. drivers and independent contractors may operate and/or disrupt the Company’s network. However, in August 2019, the FMCSA issued a proposal to make changes to its hours-of-service rules that would allow U.S. truck drivers more flexibility with their 30-minute rest break and with dividing their time in the sleeper berth. It also would extend by two hours the duty time for U.S. drivers encountering adverse weather, and extend the shorthaul exemption by lengthening the drivers’ maximum on-duty period from 12 hours to 14 hours. In June 2020, the FMCSA adopted a final rule substantially as proposed, which became effective in September 2020. Certain industry groups have challenged these rules in U.S. courts, and it remains unclear what, if anything, will come from such challenges. Any future changes to U.S. hours-of-service regulations could materially and adversely affect the Company’s operations and profitability.

The U.S. National Highway Traffic Safety Administration, the EPA and certain U.S. states, including California, have adopted regulations that are aimed at reducing truck emissions and/or increasing fuel economy of the equipment the Company uses. Certain of these regulations are currently effective, with stricter emission and fuel economy standards becoming effective over the next several years. Other regulations have been proposed in the United States that would similarly increase these standards. U.S. federal and state lawmakers and regulators have also adopted or are considering a variety of other climate-change legal requirements related to carbon emissions and greenhouse gas emissions. These legal requirements could potentially limit carbon emissions within certain states and municipalities in the United States. Certain of these legal requirements restrict the location and amount of time that diesel-powered trucks (like the Company’s) may idle, which may force the Company to purchase on-board power units that do not require the engine to idle or to alter the Company’s drivers’ behavior, which might result in a decrease in productivity and/or an increase in driver turnover. All of these regulations have increased, and may continue to increase, the cost of new trucks and trailers and may require the Company to retrofit certain of its trucks and trailers, may increase its maintenance costs, and could impair equipment productivity and increase the Company’s operating costs, particularly if such costs are not offset by potential fuel savings. The occurrence of any of these adverse effects, combined with the uncertainty as to the reliability of the newly-designed diesel engines and the residual values of the Company’s equipment, could materially adversely affect the Company’s business, financial condition and results of operations. Furthermore, any future regulations that impose restrictions, caps, taxes or other controls on emissions of greenhouse gases could adversely affect the Company’s operations and financial results. The Company cannot predict the extent to which its operations and productivity will be impacted by any future regulations. The Company will continue monitoring its compliance with U.S. federal and state environmental regulations.

In March 2014, the U.S. Ninth Circuit Court of Appeals (the “Ninth Circuit”) held that the application of California state wage and hour laws to interstate truck drivers is not pre-empted by U.S. federal law. The case was appealed to the U.S. Supreme Court, which denied certiorari in May 2015, and accordingly, the Ninth Circuit decision stood. However, in December 2018, the FMCSA granted a petition filed by the American Trucking Associations determining that federal law pre-empt California’s wage and hour laws, and interstate truck drivers are not subject to such laws. The FMCSA’s decision was appealed by labor groups and multiple lawsuits were filed in U.S. courts seeking to overturn the decision. In January 2021, however, the Ninth Circuit upheld the FMCSA’s determination that U.S. federal law does pre-empt California’s meal and rest break laws, as applied to drivers of property-carrying commercial motor vehicles. Other current and future U.S. state and local wage and hour laws, including laws related to employee meal breaks and rest periods, may vary significantly from U.S. federal law. Further, driver piece rate compensation, which is an industry standard, has been attacked as non-compliant with state minimum wage laws. As a result, the Company, along with other companies in the industry, is subject to an uneven patchwork of wage and hour laws throughout the United States. In addition, the uncertainty with respect to the practical application of wage and hour laws are, and in the future may be, resulting in additional costs for the Company and the industry as a whole, and a negative outcome with respect to any of the above-mentioned lawsuits could materially affect the Company. If U.S. federal legislation is not passed pre-empting state and local wage and hour laws, the Company will either need to continue complying with the most restrictive state and local laws across its entire fleet in the United States, or revise its management systems to comply with varying state and local laws. Either solution could result in increased compliance and labor costs, driver turnover, decreased efficiency and increased risk of non-compliance. In April 2016, the Food and Drug Administration (“FDA”) published a final rule establishing requirements for shippers, loaders, carriers by motor vehicle and rail vehicle, and receivers engaged in the transportation of food, to use sanitary transportation practices to ensure the safety of the food they transport as part of the FSMA. This rule sets forth requirements related to (i) the design and maintenance of equipment used to transport food, (ii) the measures taken during food transportation to ensure food safety, (iii) the training of carrier personnel in sanitary food transportation practices, and (iv) maintenance and retention of records of written procedures, agreements, and training related to the foregoing items. These requirements took effect for larger carriers in April 2017 and apply to the Company when it acts as a carrier or as a broker. If the Company is found to be in violation of applicable laws or regulations related to the FSMA or if the Company transports food or goods that are

24

Management’s Discussion and Analysis

contaminated or are found to cause illness and/or death, the Company could be subject to substantial fines, lawsuits, penalties and/or criminal and civil liability, any of which could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Changes in existing regulations and implementation of new regulations, such as those related to trailer size limits, emissions and fuel economy, hours of service, mandating ELDs and drug and alcohol testing in Canada, the United States and Mexico, could increase capacity in the industry or improve the position of certain competitors, either of which could negatively impact pricing and volumes or require additional investments by the Company. The short-term and long-term impacts of changes in legislation or regulations are difficult to predict and could materially adversely affect the Company’s results of operations.

The right to continue to hold applicable licenses and permits is generally subject to maintaining satisfactory compliance with regulatory and safety guidelines, policies and laws. Although the Company is committed to compliance with laws and safety, there is no assurance that it will be in full compliance with them at all times. Consequently, at some future time, the Company could be required to incur significant costs to maintain or improve its compliance record.

United States and Mexican operations. A significant portion of the Company’s revenue is derived from operations in the United States and transportation to and from Mexico. The Company’s international operations are subject to a variety of risks, including fluctuations in foreign currencies, changes in the economic strength or greater volatility in the economies of foreign countries in which the Company does business, difficulties in enforcing contractual rights and intellectual property rights, compliance burdens associated with export and import laws, theft or vandalism, and social, political and economic instability. The Company’s international operations could be adversely affected by restrictions on travel. Additional risks associated with the Company’s international operations include restrictive trade policies, imposition of duties, changes to trade agreements and other treaties, taxes or government royalties by foreign governments, adverse changes in the regulatory environments, including in tax laws and regulations, of the foreign countries in which the Company does business, compliance with anti-corruption and anti-bribery laws, restrictions on the withdrawal of foreign investments, the ability to identify and retain qualified local managers and the challenge of managing a culturally and geographically diverse operation. The Company cannot guarantee compliance with all applicable laws, and violations could result in substantial fines, sanctions, civil or criminal penalties, competitive or reputational harm, litigation or regulatory action and other consequences that might adversely affect the Company’s results of operations.

Since February 1, 2025, when the U.S. administration signed executive orders imposing, effective February 4, 2025, a 25% tariff on imports from Canada and Mexico, a 10% tariff on energy products from Canada, and an additional 10% tariff on goods imported from China, and in response, Canada announced, on February 1, 2025, that it would retaliate by imposing a 25% tariff on specified U.S. products, to come in effect in February 2025, and would also consider additional non-tariff measures, the tariff situation has remained volatile. New tariffs have been announced and imposed while others have been announced and reversed. Although the services provided by the Company would not be subject to tariffs, any future actions taken by the U.S. and other countries in response, including the further escalation or implementation of tariffs or quotas or changes to certain trade agreements could, among other things, have a negative impact on the markets in which the Company operates, increase the costs of the materials used by the Company’s suppliers to produce new revenue equipment or increase the price of fuel. Such cost increases for the Company’s revenue equipment suppliers would likely be passed on to the Company, and to the extent fuel prices increase, the Company may not be able to fully recover such increases through rate increases or the Company’s fuel surcharge program, either of which could have a material adverse effect on the Company’s business.

The United States-Mexico-Canada Agreement (“USMCA”) entered into effect in July 2020. The USMCA is designed to modernize food and agriculture trade, advance rules of origin for automobiles and trucks, and enhance intellectual property protections, among other matters, according to the Office of the U.S. Trade Representative. Although USMCA is currently active, it is up for a mandatory joint review in July 2026 and the impacts of the evolving imposing and removal of tariffs could have a significant impact on supply and demand in the transportation industry, and could adversely impact the amount, movement and patterns of freight transported by the Company given the amount of North American trade that moves by truck.

The U.S. Department of Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how the Company will apply the law and impact the Company’s results of operations in future periods. The timing and scope of such regulations and interpretative guidance are uncertain. In addition, there is a risk that states within the United States or foreign jurisdictions may amend their tax laws in response to these tax reforms, which could have a material adverse effect on the Company’s results.

In addition, if the Company is unable to maintain its Free and Secure Trade (“FAST”) and U.S. Customs Trade Partnership Against Terrorism (“C-TPAT”) certification statuses, it may have significant border delays, which could cause its cross-border operations to be less efficient than those of competitor carriers that obtain or continue to maintain FAST and C-TPAT certifications.

Operating Environment and Seasonality. The Company is exposed to the following factors, among others, affecting its operating environment:

•the Company’s future insurance and claims expense, including the cost of its liability insurance premiums and the number and dollar amount of claims, may exceed historical levels, which would require the Company to incur additional costs and could reduce the Company’s earnings;

25

Management’s Discussion and Analysis

•a decline in the demand for used revenue equipment could result in decreased equipment sales, lower resale values and lower gains (or recording losses) on sales of assets;

•truck and trailer vendors may reduce their manufacturing output in response to lower demand for their products in economic downturns or shortages of component parts, including the current shortage of semiconductors and other components and supplies, such as steel, which may materially adversely affect the Company’s ability to purchase a quantity of new revenue equipment that is sufficient to sustain its desired growth rate and negatively impact the Company’s financial results if it incurs higher costs to purchase trucks and trailers; and

•increased prices for new revenue equipment, design changes of new engines, reduced equipment efficiency resulting from new engines designed to reduce emissions, or decreased availability of new revenue equipment.

The Company’s truck productivity decreases during the winter season because inclement weather impedes operations and some shippers reduce their shipments after the winter holiday season. Revenue may also be adversely affected by inclement weather and holidays, since revenue is directly related to available working days of shippers. At the same time, operating expenses increase and fuel efficiency declines because of engine idling and harsh weather creating higher accident frequency, increased claims and higher equipment repair expenditures. The Company may also suffer from weather-related or other unforeseen events such as tornadoes, hurricanes, blizzards, ice storms, floods, and fires, which may increase in frequency and severity due to climate change, as well as other man-made disasters. These events may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, damage or destroy the Company’s assets or adversely affect the business or financial condition of the Company’s customers, any of which could materially adversely affect the Company’s results of operations or make the Company’s results of operations more volatile.

General Economic, Credit, and Business Conditions. The Company’s business is subject to general economic, credit, business and regulatory factors that are largely beyond the Company’s control, and which could have a material adverse effect on the Company’s operating results.

The Company’s industry is subject to cyclical pressures, and the Company’s business is dependent on a number of factors that may have a material adverse effect on its results of operations, many of which are beyond the Company’s control. The Company believes that some of the most significant of these factors include (i) excess truck and trailer capacity in the transportation industry in comparison with shipping demand; (ii) declines in the resale value of used equipment; (iii) limited supply and increased cost of new and used equipment; (iv) recruiting and retaining qualified drivers; (v) strikes, work stoppages or work slowdowns at the Company’s facilities or at customer, port, border crossing or other shipping-related facilities; (vi) compliance with ongoing regulatory requirements; (vii) increases in interest rates, fuel taxes, tolls and license and registration fees; and (vii) rising healthcare and insurance and claims costs in the United States; and (ix) the impact of the COVID-19 pandemic.

The Company is also affected by (i) recessionary economic cycles, which tend to be characterized by weak demand and downward pressure on rates; (ii) changes in customers’ inventory levels and in the availability of funding for their working capital; (iii) changes in the way in which the Company’s customers choose to source or utilize the Company’s services; and (iv) downturns in customers’ business cycles, such as retail and manufacturing, where the Company has significant customer concentration. Economic conditions may adversely affect customers and their demand for and ability to pay for the Company’s services. Customers encountering adverse economic conditions represent a greater potential for loss and the Company may be required to increase its allowance for doubtful accounts.

Economic conditions that decrease shipping demand and increase the supply of available trucks and trailers can exert downward pressure on rates and equipment utilization, thereby decreasing asset productivity. The risks associated with these factors are heightened when the economy is weakened. Some of the principal risks during such times include:

•the Company may experience a reduction in overall freight levels, which may impair the Company’s asset utilization;

•freight patterns may change as supply chains are redesigned, resulting in an imbalance between the Company’s capacity and assets and customers’ freight demand;

•the Company may be forced to accept more loads from freight brokers, where freight rates are typically lower, or may be forced to incur more non-revenue generating miles to obtain loads;

•the Company may increase the size of its fleet during periods of high freight demand during which its competitors also increase their capacity, and the Company may experience losses in greater amounts than such competitors during subsequent cycles of softened freight demand if the Company is required to dispose of assets at a loss to match reduced freight demand;

•customers may solicit bids for freight from multiple trucking companies or select competitors that offer lower rates in an attempt to lower their costs, and the Company may be forced to lower its rates or lose freight; and

•lack of access to current sources of credit or lack of lender access to capital, leading to an inability to secure credit financing on satisfactory terms, or at all.

The Company is subject to cost increases that are beyond the Company’s control that could materially reduce the Company’s profitability if it is unable to increase its rates sufficiently. Such cost increases include, but are not limited to, increases in fuel and energy prices, driver and office employee wages, purchased transportation costs, taxes, interest rates, tolls, license and registration fees, insurance premiums and claims, revenue equipment and related

26

Management’s Discussion and Analysis

maintenance, and tires and other components. Strikes or other work stoppages at the Company’s service centers or at customer, port, border or other shipping locations, deterioration of Canadian, U.S. or Mexican transportation infrastructure and reduced investment in such infrastructure, or actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against a foreign state or group located in a foreign state or heightened security requirements could lead to wear, tear and damage to the Company’s equipment, driver dissatisfaction, reduced economic demand, reduced availability of credit, increased prices for fuel or temporary closing of the shipping locations or borders between Canada, the United States and Mexico. Further, the Company may not be able to appropriately adjust its costs and staffing levels to meet changing market demands. In periods of rapid change, it is more difficult to match the Company’s staffing level to its business needs.

The Company’s operations, with the exception of its brokerage operations, are capital intensive and asset heavy. If anticipated demand differs materially from actual usage, the Company may have too many or too few assets. During periods of decreased customer demand, the Company’s asset utilization may suffer, and it may be forced to sell equipment on the open market or turn in equipment under certain equipment leases in order to right size its fleet. This could cause the Company to incur losses on such sales or require payments in connection with equipment the Company turns in, particularly during times of a softer used equipment market, either of which could have a material adverse effect on the Company’s profitability.

Although the Company’s business volume is not highly concentrated, its customers’ financial failures or loss of customer business may materially adversely affect the Company. If the Company were unable to generate sufficient cash from operations, it would need to seek alternative sources of capital, including financing, to meet its capital requirements. In the event that the Company were unable to generate sufficient cash from operations or obtain financing on favorable terms in the future, it may have to limit its fleet size, enter into less favorable financing arrangements or operate its revenue equipment for longer periods, any of which could have a materially adverse effect on its profitability.

Public Health Crises. Any outbreaks of contagious diseases or other adverse public health developments, could have a materially adverse effect on the Company’s financial condition, liquidity, results of operations, and cash flows. The outbreak of COVID-19 resulted in governmental authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, increased border and port controls and closures, and shutdowns. Any outbreaks would create considerable uncertainty regarding such measures including vaccine, testing and masks mandates, all of which could limit the Company’s ability to meet customer demand, as well as reduce customer demand. Furthermore, government vaccine, testing, and mask mandates may increase the Company’s turnover and make recruiting more difficult, particularly among the Company’s driver personnel.

Certain of the Company’s office personnel may be required to work remotely, which could disrupt to a certain extent the Company’s management, business, finance, and financial reporting teams. The Company may experience an increase in absences or terminations among its driver and non-driver personnel due to public health crises, which could have a materially adverse effect on the Company’s operating results.

Risks related to a slowdown or recession are described in the Company’s risk factor titled “General Economic, Credit and Business Conditions”.

Short-term and long-term developments related to public health crises are unpredictable and the extent to which further developments could impact the Company’s operations, financial condition, access to credit, liquidity, results of operations, and cash flows is highly uncertain. Such developments may include the geographic spread and duration of the virus, the distribution and availability of vaccines, vaccine hesitancy, the severity of the disease and the actions that may be taken by various governmental authorities and other third parties in response to the public health crises.

The effect of any border requirements, in addition to any other vaccine, testing, or mask mandates that go into effect may, amongst other things, (i) cause the Company’s employees to go to smaller employers, especially if any future mandates are only subject to larger employers, or leave the trucking industry altogether, (ii) result in logistical issues, increased expenses, and operational issues resulting from ensuring compliance with such mandates, such as the costs of arranging for testing for the Company’s unvaccinated employees, especially for the Company’s unvaccinated drivers, (iii) result in increased costs relating to recruiting and training of drivers, and (iv) result in decreased revenue and other operational issues if we are unable to recruit and retain drivers. Any such vaccine, testing, or mask mandate that is interpreted as to apply to commercial drivers would significantly reduce the pool of drivers available to us and the industry as a whole, exacerbating the current driver shortage even further. Accordingly, any vaccine, testing, or mask mandate, to the extent that it goes into effect, may have a material adverse effect on the Company’s business, the Company’s operations, and the Company’s financial condition and position.

Interest Rate Fluctuations. Future cash flows related to variable-rate financial liabilities could be impacted by changes in benchmark rates such as Bankers’ Acceptance or secured overnight financing rate published by the Federal Reserve Bank of New York (“SOFR”). In addition, the Company is exposed to gains and losses arising from changes in interest rates through its derivative financial instruments carried at fair value.

Currency Fluctuations. The Company’s financial results are reported in U.S. dollars and a large portion of the Company’s revenue and operating costs are realized in currencies other than the U.S. dollar, primarily the Canadian dollar. The exchange rates between these currencies and the U.S. dollar have fluctuated in recent years and will likely continue to do so in the future. It is not possible to mitigate all exposure to fluctuations in foreign currency exchange rates. The results of operations are therefore affected by movements of these currencies against the U.S. dollar.

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Management’s Discussion and Analysis

Price and Availability of Fuel. Fuel is one of the Company’s largest operating expenses. Diesel fuel prices fluctuate greatly due to factors beyond the Company’s control, such as political events, commodity futures trading, currency fluctuations, natural and man-made disasters, terrorist activities and armed conflicts, any of which may lead to an increase in the cost of fuel. Fuel prices are also affected by the rising demand for fuel in developing countries and could be materially adversely affected by the use of crude oil and oil reserves for purposes other than fuel production and by diminished drilling activity. Such events may lead not only to increases in fuel prices, but also to fuel shortages and disruptions in the fuel supply chain. Because the Company’s operations are dependent upon diesel fuel, significant diesel fuel cost increases, shortages or supply disruptions could have a material adverse effect on the Company’s business, financial condition and results of operations.

While the Company has fuel surcharge programs in place with a majority of the Company’s customers, which historically have helped the Company offset the majority of the negative impact of rising fuel prices, the Company also incurs fuel costs that cannot be recovered even with respect to customers with which the Company maintains fuel surcharge programs, such as those associated with non-revenue generating miles or time when the Company’s engines are idling. Moreover, the terms of each customer’s fuel surcharge program vary from one division to another, and the recoverability for fuel price increases varies as well. In addition, because the Company’s fuel surcharge recovery lags behind changes in fuel prices, the Company’s fuel surcharge recovery may not capture the increased costs the Company pays for fuel, especially when prices are rising. This could lead to fluctuations in the Company’s levels of reimbursement, such as has occurred in the past. There can be no assurance that such fuel surcharges can be maintained indefinitely or that they will be fully effective.

Insurance. The Company’s operations are subject to risks inherent in the transportation sector, including personal injury, property damage, workers’ compensation and employment and other issues. The Company’s future insurance and claims expenses may exceed historical levels, which could reduce the Company’s earnings. The Company subscribes for insurance in amounts it considers appropriate in the circumstances and having regard to industry norms. Like many in the industry, the Company self-insures a significant portion of the claims exposure related to cargo loss, bodily injury, workers’ compensation and property damages. Due to the Company’s significant self-insured amounts, the Company has exposure to fluctuations in the number or severity of claims and the risk of being required to accrue or pay additional amounts if the Company’s estimates are revised or claims ultimately prove to be in excess of the amounts originally assessed. Further, the Company’s self-insured retention levels could change and result in more volatility than in recent years.

The Company holds a fully-fronted policy of CAD $10 million limit per occurrence for automobile bodily injury, property damage and commercial general liability for its Canadian Insurance Program, subject to certain exceptions. The Company holds fully fronted policies of US $10 million limit per occurrence and various risk transfer programs with self insured retentions from US $1 million to US $5 million for certain US subsidiaries for automobile liability. The Company holds fully fronted policies of US $10 million limit per occurrence and various risk transfer programs with self insured retentions from US $1 million to US $3 million for certain US subsidiaries for commercial general liability. The Company retains deductibles of US $1 million and US $5 million per occurrence for workers' compensation claims for a limited number of U.S. subsidiaries. The Company’s liability coverage has a total limit of US $90 million per occurrence for both its Canadian and U.S. divisions, where the Company retains a US $20 million self insured retention in the US $80 million excess of US $10 million, subject to certain exceptions.

Although the Company believes its aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that the amount of one or more claims could exceed the Company’s aggregate coverage limits or that the Company will choose not to obtain insurance in respect of such claims. If any claim were to exceed the Company’s coverage, the Company would bear the excess, in addition to the Company’s other self-insured amounts. The Company’s results of operations and financial condition could be materially and adversely affected if (i) cost per claim or the number of claims significantly exceeds the Company’s coverage limits or retention amounts; (ii) the Company experiences a claim in excess of its coverage limits; (iii) the Company’s insurance carriers fail to pay on the Company’s insurance claims; (iv) the Company experiences a significant increase in premiums; or (v) the Company experiences a claim for which coverage is not provided, either because the Company chose not to obtain insurance as a result of high premiums or because the claim is not covered by insurance which the Company has in place.

The Company accrues the costs of the uninsured portion of pending claims based on estimates derived from the Company’s evaluation of the nature and severity of individual claims and an estimate of future claims development based upon historical claims development trends. Actual settlement of the Company’s retained claim liabilities could differ from its estimates due to a number of uncertainties, including evaluation of severity, legal costs and claims that have been incurred but not reported. Due to the Company’s high retained amounts, it has significant exposure to fluctuations in the number and severity of claims. If the Company were required to accrue or pay additional amounts because its estimates are revised or the claims ultimately prove to be more severe than originally assessed, its financial condition and results of operations may be materially adversely affected.

Employee Relations. With the acquisition of UPS Freight and prior Canadian acquisitions, the Company has a substantial number of unionized employees in the U.S. and Canada. Although the Company believes that its relations with its employees are satisfactory, no assurance can be given that the Company will be able to successfully extend or renegotiate the Company’s current collective agreements as they expire from time to time or that additional employees will not attempt to unionize.

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Management’s Discussion and Analysis

The unionization of the Company’s employees in additional business units, adverse changes in terms under collective bargaining agreements, or actual or threatened strikes, work stoppages or slow downs, could have a material adverse effect on the Company’s business, customer retention, results of operations, financial condition and liquidity, and could cause significant disruption of, or inefficiencies in, its operations, because:

•restrictive work rules could hamper the Company’s ability to improve or sustain operating efficiency or could impair the Company’s service reputation and limit its ability to provide certain services;

•a strike or work stoppage could negatively impact the Company’s profitability and could damage customer and employee relationships;

•shippers may limit their use of unionized trucking companies because of the threat of strikes and other work stoppages;

•the Company could fail to extend or renegotiate its collective agreements or experience material increases in wages or benefits;

•disputes with the Company’s unions could arise; and

•an election and bargaining process could divert management’s time and attention from the Company’s overall objectives and impose significant expenses.

The Company’s collective agreements have a variety of expiration dates, to the last of which is in December 2029. In a small number of cases, the expiration date of the collective agreement has passed; in such cases, the Corporation is generally in the process of renegotiating the agreement. The Company cannot predict the effect which any new collective agreements or the failure to enter into such agreements upon the expiry of the current agreements may have on its operations.

The Company has experience managing its heavily unionized workforce in Canada, having fostered good labor relations with the various unions representing its workforce through several mature collective agreements. For the U.S., union relationships are less mature, but have proven to be harmonious thus far. On July 13, 2023, the Company reached an agreement with the US International Brotherhood of Teamster Union for the renewal of its most populous collective agreement, and in 2024 reached a 5-year agreement with the International Association of Machinists. The Company's unionized operations have not appeared to impact its non-unionized operations, but this remains a risk.

Drivers. Increases in driver compensation or difficulties attracting and retaining qualified drivers could have a material adverse effect on the Company’s profitability and the ability to maintain or grow the Company’s fleet.

Like many in the transportation sector, the Company experiences substantial difficulty in attracting and retaining sufficient numbers of qualified drivers. The trucking industry periodically experiences a shortage of qualified drivers. The Company believes the shortage of qualified drivers and intense competition for drivers from other transportation companies will create difficulties in maintaining or increasing the number of drivers and may negatively impact the Company’s ability to engage a sufficient number of drivers, and the Company’s inability to do so may negatively impact its operations. Further, the compensation the Company offers its drivers and independent contractor expenses are subject to market conditions, and the Company may find it necessary to increase driver and independent contractor compensation in future periods.

Driver shortages are exacerbated during periods of economic expansion, in which alternative employment opportunities, including in the construction and manufacturing industries, which may offer better compensation and/or more time at home, are more plentiful and freight demand increases, or during periods of economic downturns, in which unemployment benefits might be extended and financing is limited for independent contractors who seek to purchase equipment, or the scarcity or growth of loans for students who seek financial aid for driving school. In addition, enrollment at driving schools may be further limited by social distancing requirements, vaccine, testing, and mask mandates, and other regulatory requirements that reduces the number of eligible drivers. The lack of adequate truck parking along some U.S. highways and congestion caused by inadequate highway funding may make it more difficult for drivers to comply with hours of service regulations and cause added stress for drivers, further reducing the pool of eligible drivers. The Company’s use of team-driven trucks for expedited shipments requires two drivers per truck, which further increases the number of drivers the Company must recruit and retain in comparison to operations that require one driver per truck. The Company also employs driver hiring standards, which could further reduce the pool of available drivers from which the Company would hire. If the Company is unable to continue to attract and retain a sufficient number of drivers, the Company could be forced to, among other things, adjust the Company’s compensation packages, increase the number of the Company’s trucks without drivers or operate with fewer trucks and face difficulty meeting shipper demands, any of which could adversely affect the Company’s growth and profitability.

Independent Contractors. The Company’s contracts with U.S. independent contractors are governed by U.S. federal leasing regulations, which impose specific requirements on the Company and the independent contractors. If more stringent state or U.S. federal leasing regulations are adopted, U.S. independent contractors could be deterred from becoming independent contractor drivers, which could materially adversely affect the Company’s goal of maintaining its current fleet levels of independent contractors.

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Management’s Discussion and Analysis

The Company provides financing to certain qualified Canadian independent contractors and financial guarantees to a small number of U.S. independent contractors. If the Company were unable to provide such financing or guarantees in the future, due to liquidity constraints or other restrictions, it may experience a decrease in the number of independent contractors it is able to engage. Further, if independent contractors the Company engages default under or otherwise terminate the financing arrangements and the Company is unable to find replacement independent contractors or seat the trucks with its drivers, the Company may incur losses on amounts owed to it with respect to such trucks.

Pursuant to the Company’s fuel surcharge program with independent contractors, the Company pays independent contractors with which it contracts a fuel surcharge that increases with the increase in fuel prices. A significant increase or rapid fluctuation in fuel prices could cause the Company’s costs under this program to be higher than the revenue the Company receives under its customer fuel surcharge programs.

U.S. tax and other regulatory authorities, as well as U.S. independent contractors themselves, have increasingly asserted that U.S. independent contractor drivers in the trucking industry are employees rather than independent contractors, and the Company’s classification of independent contractors has been the subject of audits by such authorities from time to time. U.S. federal and state legislation has been introduced in the past that would make it easier for tax and other authorities to reclassify independent contractors as employees, including legislation to increase the recordkeeping requirements for those that engage independent contractor drivers and to increase the penalties for companies who misclassify their employees and are found to have violated employees’ overtime and/or wage requirements. The most recent example being the Protecting the Rights to Organize (“PRO”) Act, which was passed by the U.S. House of Representatives and received by the U.S. Senate in March 2021 and remains with the U.S. Senate’s Committee on Health, Education, Labor, and Pensions. The PRO Act proposes to apply the “ABC Test” (described below) for classifying workers under Federal Fair Labor Standards Act claims. It is unknown whether any of the proposed legislation will become law or whether any industry-based exemptions from any resulting law will be granted. Additionally, U.S. federal legislators have sought to abolish the current safe harbor allowing taxpayers meeting certain criteria to treat individuals as independent contractors if they are following a long-standing, recognized practice, to extend the U.S. Fair Labor Standards Act to independent contractors and to impose notice requirements based on employment or independent contractor status and fines for failure to comply. Some U.S. states have put initiatives in place to increase their revenue from items such as unemployment, workers’ compensation and income taxes, and a reclassification of independent contractors as employees would help states with this initiative. Further, courts in certain U.S. states have issued decisions that could result in a greater likelihood that independent contractors would be judicially classified as employees in such states.

In September 2019, California enacted a new law, A.B. 5 (“AB5”), that made it more difficult for workers to be classified as independent contractors (as opposed to employees). AB5 provides that the three-pronged “ABC Test” must be used to determine worker classifications in wage order claims. Under the ABC Test, a worker is presumed to be an employee and the burden to demonstrate their independent contractor status is on the hiring company through satisfying all three of the following criteria: (a) the worker is free from control and direction in the performance of services; (b) the worker is performing work outside the usual course of the business of the hiring company; and (c) the worker is customarily engaged in an independently established trade, occupation, or business. How AB5 will be enforced is still to be determined. In January 2021, however, the California Supreme Court ruled that the ABC Test could apply retroactively to all cases not yet final as of the date the original decision was rendered, April 2018. While it was set to enter into effect in January 2020, a U.S. federal judge in California issued a preliminary injunction barring the enforcement of AB5 on the trucking industry while the California Trucking Association (“CTA”) moves forward with its suit seeking to invalidate AB5. The Ninth Circuit rejected the reasoning behind the injunction in April 2021, ruling that AB5 is not pre-empted by U.S. federal law, but granted a stay of the AB5 mandate in June 2021 (preventing its application and temporarily continuing the injunction) while the CTA petitioned the United States Supreme Court (the “Supreme Court”) to review the decision. In November 2021, the Supreme Court requested that the U.S. solicitor general weigh in on the case. The injunction will remain in place until the Supreme Court makes a decision on whether to proceed in hearing the case. While the stay of the AB5 mandate provides temporary relief to the enforcement of AB5, it remains unclear how long such relief will last, and whether the CTA will ultimately be successful in invalidating the law. It is also possible AB5 will spur similar legislation in states other than California, which could adversely affect the Company’s results of operations and profitability.

U.S. class action lawsuits and other lawsuits have been filed against certain members of the Company’s industry seeking to reclassify independent contractors as employees for a variety of purposes, including workers’ compensation and health care coverage. In addition, companies that use lease purchase independent contractor programs, such as the Company, have been more susceptible to reclassification lawsuits, and several recent decisions have been made in favor of those seeking to classify independent contractor truck drivers as employees. U.S. taxing and other regulatory authorities and courts apply a variety of standards in their determination of independent contractor status. If the independent contractors with whom the Company contracts are determined to be employees, the Company would incur additional exposure under U.S. federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings, and the Company’s business, financial condition and results of operations could be materially adversely affected. The Company has settled certain class action cases in Massachusetts and California in the past with independent contractors who alleged they were misclassified.

Acquisitions and Integration Risks. Historically, acquisitions have been a part of the Company’s growth strategy. The Company may not be able to successfully integrate acquisitions into the Company’s business, or may incur significant unexpected costs in doing so. Further, the process of integrating

30

Management’s Discussion and Analysis

acquired businesses may be disruptive to the Company’s existing business and may cause an interruption or reduction of the Company’s business as a result of the following factors, among others:

•loss of drivers, key employees, customers or contracts;

•possible inconsistencies in or conflicts between standards, controls, procedures and policies among the combined companies and the need to implement company-wide financial, accounting, information technology and other systems;

•failure to maintain or improve the safety or quality of services that have historically been provided;

•inability to retain, integrate, hire or recruit qualified employees;

•unanticipated environmental or other liabilities;

•risks of entering new markets or business offerings in which we have had no or only limited prior experience;

•failure to coordinate geographically dispersed organizations; and

•the diversion of management’s attention from the Company’s day-to-day business as a result of the need to manage any disruptions and difficulties and the need to add management resources to do so.

Anticipated cost savings, synergies, revenue enhancements or other benefits from any acquisitions that the Company undertakes may not materialize in the expected timeframe or at all. The Company’s estimated cost savings, synergies, revenue enhancements and other benefits from acquisitions are subject to a number of assumptions about the timing, execution and costs associated with realizing such synergies. Such assumptions are inherently uncertain and are subject to a wide variety of significant business, economic and competition risks. There can be no assurance that such assumptions will turn out to be correct and, as a result, the amount of cost savings, synergies, revenue enhancements and other benefits the Company actually realizes and/or the timing of such realization may differ significantly (and may be significantly lower) from the ones the Company estimated, and the Company may incur significant costs in reaching the estimated cost savings, synergies, revenue enhancements or other benefits. Further, management of acquired operations through a decentralized approach may create inefficiencies or inconsistencies.

Many of the Company’s recent acquisitions have involved the purchase of stock of existing companies. These acquisitions, as well as acquisitions of substantially all of the assets of a company, may expose the Company to liability for actions taken by an acquired business and its management before the Company’s acquisition. The due diligence the Company conducts in connection with an acquisition and any contractual guarantees or indemnities that the Company receives from the sellers of acquired companies may not be sufficient to protect the Company from, or compensate the Company for, actual liabilities. The representations made by the sellers expire at varying periods after the closing. A material liability associated with an acquisition, especially where there is no right to indemnification, could adversely affect the Company’s results of operations, financial condition and liquidity.

The Company continues to review acquisition and investment opportunities in order to acquire companies and assets that meet the Company’s investment criteria, some of which may be significant. Depending on the number of acquisitions and investments and funding requirements, the Company may need to raise substantial additional capital and increase the Company’s indebtedness. Instability or disruptions in the capital markets, including credit markets, or the deterioration of the Company’s financial condition due to internal or external factors, could restrict or prohibit access to the capital markets and could also increase the Company’s cost of capital. To the extent the Company raises additional capital through the sale of equity, equity-linked or convertible debt securities, the issuance of such securities could result in dilution to the Company’s existing shareholders. If the Company raises additional funds through the issuance of debt securities, the terms of such debt could impose additional restrictions and costs on the Company’s operations. Additional capital, if required, may not be available on acceptable terms or at all. If the Company is unable to obtain additional capital at a reasonable cost, the Company may be required to forego potential acquisitions, which could impair the execution of the Company’s growth strategy.

The Company routinely evaluates its operations and considers opportunities to divest certain of its assets. In addition, the Company faces competition for acquisition opportunities. This external competition may hinder the Company’s ability to identify and/or consummate future acquisitions successfully. There is also a risk of impairment of acquired goodwill and intangible assets. This risk of impairment to goodwill and intangible assets exists because the assumptions used in the initial valuation, such as interest rates or forecasted cash flows, may change when testing for impairment is required.

There is no assurance that the Company will be successful in identifying, negotiating, consummating or integrating any future acquisitions. If the Company does not make any future acquisitions, or divests certain of its operations, the Company’s growth rate could be materially and adversely affected. Any future acquisitions the Company does undertake could involve the dilutive issuance of equity securities or the incurring of additional indebtedness.

Growth. There is no assurance that in the future, the Company’s business will grow substantially or without volatility, nor is there any assurance that the Company will be able to effectively adapt its management, administrative and operational systems to respond to any future growth. Furthermore, there is no assurance that the Company’s operating margins will not be adversely affected by future changes in and expansion of its business or by changes in economic conditions or that it will be able to sustain or improve its profitability in the future.

Environmental Matters. The Company uses storage tanks at certain of its Canadian and U.S. transportation terminals. Canadian and U.S. laws and regulations generally impose potential liability on the present and former owners or occupants or custodians of properties on which contamination has occurred, as well as on parties who arranged for the disposal of waste at such properties. Although the Company is not aware of any contamination which,

31

Management’s Discussion and Analysis

if remediation or clean-up were required, would have a material adverse effect on it, certain of the Company’s current or former facilities have been in operation for many years and over such time, the Company or the prior owners, operators or custodians of the properties may have generated and disposed of wastes which are or may be considered hazardous. Liability under certain of these laws and regulations may be imposed on a joint and several basis and without regard to whether the Company knew of, or was responsible for, the presence or disposal of these materials or whether the activities giving rise to the contamination was legal when it occurred. In addition, the presence of those substances, or the failure to properly dispose of or remove those substances, may adversely affect the Company’s ability to sell or rent that property. If the Company incurs liability under these laws and regulations and if it cannot identify other parties which it can compel to contribute to its expenses and who are financially able to do so, it could have a material adverse effect on the Company’s financial condition and results of operations. There can be no assurance that the Company will not be required at some future date to incur significant costs or liabilities pursuant to environmental laws, or that the Company’s operations, business or assets will not be materially affected by current or future environmental laws.

The Company’s transportation operations and its properties are subject to extensive and frequently-changing federal, provincial, state, municipal and local environmental laws, regulations and requirements in Canada, the United States and Mexico relating to, among other things, air emissions, the management of contaminants, including hazardous substances and other materials (including the generation, handling, storage, transportation and disposal thereof), discharges and the remediation of environmental impacts (such as the contamination of soil and water, including ground water). A risk of environmental liabilities is inherent in transportation operations, historic activities associated with such operations and the ownership, management and control of real estate.

Environmental laws may authorize, among other things, federal, provincial, state and local environmental regulatory agencies to issue orders, bring administrative or judicial actions for violations of environmental laws and regulations or to revoke or deny the renewal of a permit. Potential penalties for such violations may include, among other things, civil and criminal monetary penalties, imprisonment, permit suspension or revocation and injunctive relief. These agencies may also, among other things, revoke or deny renewal of the Company’s operating permits, franchises or licenses for violations or alleged violations of environmental laws or regulations and impose environmental assessment, removal of contamination, follow up or control procedures.

Environmental Contamination. The Company could be subject to orders and other legal actions and procedures brought by governmental or private parties in connection with environmental contamination, emissions or discharges. If the Company is involved in a spill or other accident involving hazardous substances, if there are releases of hazardous substances the Company transports, if soil or groundwater contamination is found at the Company’s current or former facilities or results from the Company’s operations, or if the Company is found to be in violation of applicable laws or regulations, the Company could be subject to cleanup costs and liabilities, including substantial fines or penalties or civil and criminal liability, any of which could have a materially adverse effect on the Company’s business and operating results.

Key Personnel. The future success of the Company will be based in large part on the quality of the Company’s management and key personnel. The Company’s management and key personnel possess valuable knowledge about the transportation and logistics industry and their knowledge of and relationships with the Company’s key customers and vendors would be difficult to replace. The loss of key personnel could have a negative effect on the Company. There can be no assurance that the Company will be able to retain its current key personnel or, in the event of their departure, to develop or attract new personnel of equal quality.

Dependence on Third Parties. Certain portions of the Company’s business are dependent upon the services of third-party capacity providers, including other transportation companies. For that portion of the Company’s business, the Company does not own or control the transportation assets that deliver the customers’ freight, and the Company does not employ the people directly involved in delivering the freight. This reliance could cause delays in reporting certain events, including recognizing revenue and claims. These third-party providers seek other freight opportunities and may require increased compensation in times of improved freight demand or tight trucking capacity. The Company’s inability to secure the services of these third parties could significantly limit the Company’s ability to serve its customers on competitive terms. Additionally, if the Company is unable to secure sufficient equipment or other transportation services to meet the Company’s commitments to its customers or provide the Company’s services on competitive terms, the Company’s operating results could be materially and adversely affected. The Company’s ability to secure sufficient equipment or other transportation services is affected by many risks beyond the Company’s control, including equipment shortages in the transportation industry, particularly among contracted carriers, interruptions in service due to labor disputes, changes in regulations impacting transportation and changes in transportation rates.

Loan Default. The agreements governing the Company’s indebtedness, including the Credit Facility and the Term Loan, contain certain restrictions and other covenants relating to, among other things, funded debt, distributions, liens, investments, acquisitions and dispositions outside the ordinary course of business and affiliate transactions. If the Company fails to comply with any of its financing arrangement covenants, restrictions and requirements, the Company could be in default under the relevant agreement, which could cause cross-defaults under other financing arrangements. In the event of any such default, if the Company failed to obtain replacement financing or amendments to or waivers under the applicable financing arrangement, the Company may be unable to pay dividends to its shareholders, and its lenders could cease making further advances, declare the Company’s debt to be immediately due and payable, fail to renew letters of credit, impose significant restrictions and requirements on the Company’s operations, institute foreclosure

32

Management’s Discussion and Analysis

procedures against their collateral, or impose significant fees and transaction costs. If debt acceleration occurs, economic conditions may make it difficult or expensive to refinance the accelerated debt or the Company may have to issue equity securities, which would dilute share ownership. Even if new financing is made available to the Company, credit may not be available to the Company on acceptable terms. A default under the Company’s financing arrangements could result in a materially adverse effect on its liquidity, financial condition and results of operations. As at the date hereof, the Company is in compliance with all of its debt covenants and obligations.

Credit Facilities. The Company has significant ongoing capital requirements that could affect the Company’s profitability if the Company is unable to generate sufficient cash from operations and/or obtain financing on favorable terms. The trucking industry and the Company’s trucking operations are capital intensive, and require significant capital expenditures annually. The amount and timing of such capital expenditures depend on various factors, including anticipated freight demand and the price and availability of assets. If anticipated demand differs materially from actual usage, the Company’s trucking operations may have too many or too few assets. Moreover, resource requirements vary based on customer demand, which may be subject to seasonal or general economic conditions. During periods of decreased customer demand, the Company’s asset utilization may suffer, and it may be forced to sell equipment on the open market or turn in equipment under certain equipment leases in order to right size its fleet. This could cause the Company to incur losses on such sales or require payments in connection with such turn ins, particularly during times of a softer used equipment market, either of which could have a materially adverse effect on the Company’s profitability.

The Company’s indebtedness may increase from time to time in the future for various reasons, including fluctuations in results of operations, capital expenditures and potential acquisitions. The agreements governing the Company’s indebtedness, including the Credit Facility and the Term Loan, mature on various dates, ranging from 2026 to 2043. There can be no assurance that such agreements governing the Company’s indebtedness will be renewed or refinanced, or if renewed or refinanced, that the renewal or refinancing will occur on equally favorable terms to the Company. The Company’s ability to pay dividends to shareholders and ability to purchase new revenue equipment may be adversely affected if the Company is not able to renew the Credit Facility or the Term Loan or arrange refinancing of any indebtedness, or if such renewal or refinancing, as the case may be, occurs on terms materially less favorable to the Company than at present. If the Company is unable to generate sufficient cash flow from operations and obtain financing on terms favorable to the Company in the future, the Company may have to limit the Company’s fleet size, enter into less favorable financing arrangements or operate the Company’s revenue equipment for longer periods, any of which may have a material adverse effect on the Company’s operations.

The Company is subject to risk with respect to higher prices for new equipment for its trucking operations. The Company has experienced an increase in prices for new trucks in recent years, and the resale value of the trucks has not increased to the same extent. Prices have increased and may continue to increase, due to, among other reasons, (i) increases in commodity prices; (ii) U.S. government regulations applicable to newly-manufactured trucks, trailers and diesel engines; (iii) the pricing discretion of equipment manufacturers; and (iv) component and supply chain issues that limit availability of new equipment and increase prices. Increased regulation has increased the cost of the Company’s new trucks and could impair equipment productivity, in some cases, resulting in lower fuel mileage, and increasing the Company’s operating expenses. Further regulations with stricter emissions and efficiency requirements have been proposed that would further increase the Company’s costs and impair equipment productivity. These adverse effects, combined with the uncertainty as to the reliability of the vehicles equipped with the newly designed diesel engines and the residual values realized from the disposition of these vehicles could increase the Company’s costs or otherwise adversely affect the Company’s business or operations as the regulations become effective. Over the past several years, some manufacturers have significantly increased new equipment prices, in part to meet new engine design and operations requirements. Furthermore, future use of autonomous trucks could increase the price of new trucks and decrease the value of used non-autonomous trucks. The Company’s business could be harmed if it is unable to continue to obtain an adequate supply of new trucks and trailers for these or other reasons. As a result, the Company expects to continue to pay increased prices for equipment and incur additional expenses for the foreseeable future.

Truck and trailer vendors may reduce their manufacturing output in response to lower demand for their products in economic downturns or shortages of component parts. This could have a material adverse effect on the Company’s business, financial condition, and results of operations, particularly the Company’s maintenance expense and driver retention.

The Company has certain revenue equipment leases and financing arrangements with balloon payments at the end of the lease term equal to the residual value the Company is contracted to receive from certain equipment manufacturers upon sale or trade back to the manufacturers. If the Company does not purchase new equipment that triggers the trade-back obligation, or the equipment manufacturers do not pay the contracted value at the end of the lease term, the Company could be exposed to losses equal to the excess of the balloon payment owed to the lease or finance company over the proceeds from selling the equipment on the open market.

The Company has trade-in and repurchase commitments that specify, among other things, what its primary equipment vendors will pay it for disposal of a certain portion of the Company’s revenue equipment. The prices the Company expects to receive under these arrangements may be higher than the prices it would receive in the open market. The Company may suffer a financial loss upon disposition of its equipment if these vendors refuse or are unable to meet their financial obligations under these agreements, it does not enter into definitive agreements that reflect favorable equipment replacement

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Management’s Discussion and Analysis

or trade-in terms, it fails to or is unable to enter into similar arrangements in the future, or it does not purchase the number of new replacement units from the vendors required for such trade-ins.

Used equipment prices are subject to substantial fluctuations based on freight demand, supply of used trucks, availability of financing, presence of buyers for export and commodity prices for scrap metal. These and any impacts of a depressed market for used equipment could require the Company to dispose of its revenue equipment below the carrying value. This leads to losses on disposal or impairments of revenue equipment, when not otherwise protected by residual value arrangements. Deteriorations of resale prices or trades at depressed values could cause losses on disposal or impairment charges in future periods.

Difficulty in obtaining goods and services from the Company’s vendors and suppliers could adversely affect its business.

The Company is dependent upon its vendors and suppliers for certain products and materials. The Company believes that it has positive vendor and supplier relationships and it is generally able to obtain acceptable pricing and other terms from such parties. If the Company fails to maintain positive relationships with its vendors and suppliers, or if its vendors and suppliers are unable to provide the products and materials it needs or undergo financial hardship, the Company could experience difficulty in obtaining needed goods and services because of production interruptions, limited material availability or other reasons. As a consequence, the Company’s business and operations could be adversely affected.

Customer and Credit Risks. The Company provides services to clients primarily in Canada, the United States and Mexico. The concentration of credit risk to which the Company is exposed is limited due to the significant number of customers that make up its client base and their distribution across different geographic areas. Furthermore, no client accounted for more than 5% of the Company’s total accounts receivable for the year ended December 31, 2024. Generally, the Company does not have long-term contracts with its major customers. Accordingly, in response to economic conditions, supply and demand factors in the industry, the Company’s performance, the Company’s customers’ internal initiatives or other factors, the Company’s customers may reduce or eliminate their use of the Company’s services, or may threaten to do so in order to gain pricing and other concessions from the Company.

Economic conditions and capital markets may adversely affect the Company’s customers and their ability to remain solvent. The customers’ financial difficulties can negatively impact the Company’s results of operations and financial condition, especially if those customers were to delay or default in payment to the Company. For certain customers, the Company has entered into multi-year contracts, and the rates the Company charges may not remain advantageous.

Availability of Capital. If the economic and/or the credit markets weaken, or the Company is unable to enter into acceptable financing arrangements to acquire revenue equipment, make investments and fund working capital on terms favorable to it, the Company’s business, financial results and results of operations could be materially and adversely affected. The Company may need to incur additional indebtedness, reduce dividends or sell additional shares in order to accommodate these items. A decline in the credit or equity markets and any increase in volatility could make it more difficult for the Company to obtain financing and may lead to an adverse impact on the Company’s profitability and operations.

Information Systems. The Company depends heavily on the proper functioning, availability and security of the Company’s information and communication systems, including financial reporting and operating systems, in operating the Company’s business. The Company’s operating systems are critical to understanding customer demands, accepting and planning loads, dispatching equipment and drivers and billing and collecting for the Company’s services. The Company’s financial reporting system is critical to producing accurate and timely financial statements and analyzing business information to help the Company manage its business effectively. The Company receives and transmits confidential data with and among its customers, drivers, vendors, employees and service providers in the normal course of business.

The Company’s operations and those of its technology and communications service providers are vulnerable to interruption by natural disasters, such as fires, storms, and floods, which may increase in frequency and severity due to climate change, as well as other events beyond the Company’s control, including cybersecurity breaches and threats, such as hackers, malware and viruses, power loss, telecommunications failure, terrorist attacks and Internet failures. The Company’s systems are also vulnerable to unauthorized access and viewing, misappropriation, altering or deleting of information, including customer, driver, vendor, employee and service provider information and its proprietary business information. If any of the Company’s critical information systems fail, are breached or become otherwise unavailable, the Company’s ability to manage its fleet efficiently, to respond to customers’ requests effectively, to maintain billing and other records reliably, to maintain the confidentiality of the Company’s data and to bill for services and prepare financial statements accurately or in a timely manner would be challenged. Any significant system failure, upgrade complication, cybersecurity breach or other system disruption could interrupt or delay the Company’s operations, damage its reputation, cause the Company to lose customers, cause the Company to incur costs to repair its systems, pay fines or in respect of litigation or impact the Company’s ability to manage its operations and report its financial performance, any of which could have a material adverse effect on the Company’s business.

Litigation. The Company’s business is subject to the risk of litigation by employees, customers, vendors, government agencies, shareholders and other parties. The outcome of litigation is difficult to assess or quantify, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend litigation may also be significant. Not all claims are covered by the Company’s insurance, and there can

34

Management’s Discussion and Analysis

be no assurance that the Company’s coverage limits will be adequate to cover all amounts in dispute. In the United States, where the Company has growing operations, many trucking companies have been subject to class-action lawsuits alleging violations of various federal and state wage laws regarding, among other things, employee classification, employee meal breaks, rest periods, overtime eligibility, and failure to pay for all hours worked. A number of these lawsuits have resulted in the payment of substantial settlements or damages by the defendants. The Company may at some future date be subject to such a class-action lawsuit. In addition, the Company may be subject, and has been subject in the past, to litigation resulting from trucking accidents. The number and severity of litigation claims may be worsened by distracted driving by both truck drivers and other motorists. To the extent the Company experiences claims that are uninsured, exceed the Company’s coverage limits, involve significant aggregate use of the Company’s self-insured retention amounts or cause increases in future funded premiums, the resulting expenses could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows.

Between March 14, 2025, and May 21, 2025, the following lawsuits seeking class action status were filed against the Company and certain of its officers: (1) Brownbridge v. TFI International Inc., Alain Bédard and David Saperstein, Case No. 1:25-cv-02159, in the Southern District of New York; (2) Denis Courcy v. TFI International Inc., Alain Bédard and David Saperstein, Case No. 500-06-001376-256, in the Quebec Superior Court; and (3) Abigail Yashayaeva v. TFI International Inc., Alain Bédard, David Saperstein, André Bérard, Robert McGonigal, Keith Hall and Rosemary Turner, Case No. CV-25-00743629-00CP, in the Ontario Superior Court of Justice. The lawsuits seek to represent classes of persons who purchased the Company’s securities between April 26, 2024 and February 19, 2025 for the US and Quebec lawsuits, and between February 16, 2024 and February 20, 2025 for the Ontario lawsuit, alleging violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 and 20(a) thereunder (with respect to the U.S. lawsuit); violations of the Ontario Securities Act, analogous provisions under other Canadian securities legislation, related principles of Canadian common law (with respect to the Ontario Lawsuit); and violations of the Quebec Securities Act (with respect to the Quebec lawsuit). The complaints allege that the Company, through its officers, made false and/or misleading statements and/or failed to disclose material information about the Company’s business, operations, and prospects, specifically including its customers, revenue, costs, and profitability. To date, the US court has not certified a class or designated lead plaintiff, and the Quebec and Ontario proceedings are still at a preliminary stage, with a judge yet to be assigned for case management purposes. The Company believes the allegations in the complaints have no merit and intends to vigorously defend against the claims asserted.

Cyber Security. Cyber security risks encompass threats to the confidentiality, integrity, and availability of the Corporation’s information, data, and information systems. These risks may arise from a range of sources and methods, including unauthorized access, data breaches, and disruptions to information systems. If the Corporation encounters a cyber security event, the consequences could extend beyond the immediate impact on information and data. Such an event may adversely affect organizational operations, profitability, and assets. In addition, individuals and other organizations associated with the Corporation could be impacted, reflecting the broad reach of cyber security incidents.

Artificial Intelligence. The integration of AI into the Corporation’s technologies and services exposes it to certain risks due to the complexity and rapid evolution of this technology. Its adoption can be costly, without any guarantee of improvements to operations or products. Errors in algorithms or the data used can result in legal liabilities and impact its business activities. AI may also generate risks related to intellectual property, data privacy, and security.

Remote Work. The Company has, and will continue to have, a portion of its employees that work from home full-time or under flexible work arrangements, which exposes the Company to additional cybersecurity risks. Employees working remotely may expose the Company to cybersecurity risks through: (i) unauthorized access to sensitive information as a result of increased remote access, including employees' use of Company-owned and personal devices and videoconferencing functions and applications to remotely handle, access, discuss or transmit confidential information, (ii) increased exposure to phishing and other scams as cybercriminals may, among other things, install malicious software on the Company's systems and equipment and access sensitive information, and (iii) violation of international, federal, or state-specific privacy laws. The Company believes that the increased number of employees working remotely has incrementally increased the cyber risk profile of the Company, but the Company is unable to predict the extent or impacts of those risks at this time. A significant disruption of our information technology systems, unauthorized access or a loss of confidential information, or legal claims resulting from a privacy law could have a material adverse effect on the Company.

Internal Control. Beginning with the year ended December 31, 2021, the Company is required, pursuant to Section 404 of the U.S. Sarbanes-Oxley Act, to furnish a report by management on the effectiveness of its internal control over financial reporting. In addition, the Company’s independent registered public accounting firm must report on its evaluation of the Company’s internal control over financial reporting. The Company reported material weaknesses as of December 31, 2021 which were remediated in 2022 such that the 2022 evaluation of internal controls over financial reporting were effective. If the Company fails to comply with Section 404 of the Sarbanes-Oxley Act and does not maintain effective internal controls in the future, it could result in a material misstatement of the Company’s financial statements, which could cause investors to lose confidence in the Company’s financial statements and cause the trading price of the Common Shares to decline.

Material Transactions. The Company has acquired numerous companies pursuant to its acquisition strategy and, in addition, has sold business units. The Company buys and sells business units in the normal course of its business. Accordingly, at any given time, the Company may consider, or be in the process of negotiating, a number of potential acquisitions and dispositions, some of which may be material in size. In connection with such potential

35

Management’s Discussion and Analysis

transactions, the Company regularly enters into non-disclosure or confidentiality agreements, indicative term sheets, non-binding letters of intent and other similar agreements with potential sellers and buyers, and conducts extensive due diligence as applicable. These potential transactions may relate to some or all of the Company’s three reportable segments, that is, LTL, TL, and Logistics. The Company’s active acquisition and disposition strategy requires a significant amount of management time and resources. Although the Company complies with its disclosure obligations under applicable securities laws, the announcement of any material transaction by the Company (or rumors thereof, even if unfounded) could result in volatility in the market price and trading volume of the Common Shares. Further, the Company cannot predict the reaction of the market, or of the Company’s stakeholders, customers or competitors, to the announcement of any such material transaction or to rumors thereof.

Dividends and Share Repurchases. The payment of future dividends and the amount thereof is uncertain and is at the sole discretion of the Board of Directors of the Company and is considered each quarter. The payment of dividends is dependent upon, among other things, operating cash flow generated by the Company, its financial requirements for operations, the execution of its growth strategy and the satisfaction of solvency tests imposed by the Canada Business Corporations Act for the declaration and payment of dividends. Similarly, any future repurchase of shares by the Company is at the sole discretion of the Board of Directors and is dependent on the factors described above. Any future repurchase of shares by the Company is uncertain.

Attention on Environmental, Social and Governance (ESG) Matters. Companies face some level of attention from stakeholders relating to ESG matters, including environmental stewardship, social responsibility, and diversity and inclusion. Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to negative sentiment toward the Company, which could have a negative impact on the Company's stock price.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, the disclosures about contingent assets and liabilities, and the reported amounts of revenues and expenses. Such estimates include establishing the fair value of intangible assets related to business combinations, determining estimates and assumptions related to impairment tests for goodwill, determining estimates and assumptions related to the accrued benefit obligation, and determining estimates and assumptions related to the evaluation of provisions for self-insurance and litigations. These estimates and assumptions are based on management’s best estimates and judgments. Key drivers in critical estimates are as follows:

Fair value of intangible assets and land and building related to business combinations

•Projected future cash flows

•Acquisition specific discount rate

•Attrition rate established from historical trends

•Market capitalization rates

Accrued benefit obligation

•Discount rates

•Salary growth

•Mortality tables

Self-Insurance and litigations

•Historical claim experience, severity factors affecting the amounts ultimately paid, and current and expected levels of cost per claims

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. Actual results could differ from these estimates. Changes in those estimates and assumptions resulting from changes in the economic environment will be reflected in the financial statements of future periods.

36

Management’s Discussion and Analysis

CHANGES IN ACCOUNTING POLICIES

Adopted during the period

The following new standards and amendments to standards and interpretations, are effective for the first time for the interim periods beginning on or after January 1, 2026, and have been applied in preparing the unaudited condensed consolidated interim financial statements:

Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

To be adopted in future periods

The following new standards and amendments to standards are not yet effective for the year ended December 31, 2026, and have not been applied in preparing the unaudited condensed consolidated interim financial statements:

Presentation and Disclosure in Financial Statements (IFRS 18)

Further information can be found in note 3 of the March 31, 2026, unaudited condensed consolidated interim financial statements.

CONTROLS AND PROCEDURES

In compliance with the provisions of Canadian Securities Administrators’ National Instrument 52-109 and the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has filed certificates signed by the President and Chief Executive Officer (“CEO”) and by the Chief Financial Officer (“CFO”) that, among other things, report on:

•their responsibility for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the Company; and

•the design of disclosure controls and procedures and the design of internal controls over financial reporting.

Disclosure controls and procedures

The President and Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), have designed disclosure controls and procedures (as defined in National Instrument 52-109 and Rule 13a-15(e) and 15d-15(e) under the Exchange Act), or have caused them to be designed under their supervision, in order to provide reasonable assurance that:

•material information relating to the Company is made known to the CEO and CFO by others; and

•information required to be disclosed by the Company in its filings, under applicable securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

As at March 31, 2026, an evaluation was carried out under the supervision of the CEO and CFO, of the design of the Company’s disclosure controls and procedures. Based on this evaluation, the CEO and CFO concluded that the Company's disclosure controls and procedures were appropriately designed as at March 31, 2026.

Management’s Annual Report on Internal Controls over Financial Reporting

The CEO and CFO have also designed internal control over financial reporting (as defined in National Instrument 52-109 and Rules 13a-15(f) and 15d-15(f) under the Exchange Act), or have caused them to be designed under their supervision, in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

As at December 31, 2025, an evaluation was carried out, under the supervision of the CEO and the CFO, of the effectiveness of the Company’s internal control over financial reporting. Based on this evaluation, the CEO and the CFO concluded that the Company’s internal control over financial reporting were appropriately designed and operating effectively as at December 31, 2025. The control framework used to design the Company’s internal controls over financial reporting is based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) on Internal Control – Integrated Framework (2013 framework).

The Company's internal controls over financial reporting as of December 31, 2025 has been audited by KPMG LLP, the Company’s registered public accounting firm that audited the consolidated financial statements and is included with the Company’s consolidated financial statements. KPMG LLP has issued an unqualified audit report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2025.

Limitation on scope of design
As permitted under the relevant securities rules, the Company has limited the scope of its evaluation of disclosure controls and procedures
and internal control over financial reporting as of March 31, 2026, and to exclude controls, policies and procedures of Hearn as it was not acquired more

37

Management’s Discussion and Analysis

than 365 days before the end of the financial period to which the CEO and CFO certificates relate. For the three-months ended March 31, 2026, Hearn
constituted 2.6% of current assets, 1.0% of long term assets, 0.3% of current liabilities, 1.2% of long term liabilities, and 2.1% of revenue, in the condensed consolidated interim financial statements of the Company as of and for the year ended March 31, 2026.

The Company is required to, and will, include Hearn in its disclosure controls and procedures and internal controls over financial reporting
beginning in the fourth quarter of 2026.

Changes in internal controls over financial reporting

No changes were made to the Company’s internal controls over financial reporting during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

38

EXHIBIT 99.3

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the first quarter ended

March 31, 2026

CONTENTS

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	1
CONDENSED CONSOLIDATED STATEMENTS OF INCOME	2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	5
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS	6

TFI International Inc. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(UNAUDITED)

(in thousands of U.S. dollars)				As at				As at
		Note		March 31, 2026				December 31, 2025
Assets
Cash and cash equivalents					185,814				210,186
Trade and other receivables					986,889				881,432
Inventoried supplies					20,118				19,529
Current taxes recoverable					21,689				26,074
Prepaid expenses					65,262				60,035
Assets held for sale					10,430				11,906
Current assets					1,290,202				1,209,162
Property and equipment		7			2,710,535				2,779,326
Right-of-use assets		8			565,162				590,216
Intangible assets		9			2,858,291				2,864,436
Investments		10			19,802				24,954
Other assets					31,626				30,729
Deferred tax assets					9,259				10,412
Non-current assets					6,194,675				6,300,073
Total assets					7,484,877				7,509,235
Liabilities
Bank indebtedness					16,174				8,256
Trade and other payables					717,165				667,246
Current taxes payable					2,093				7,609
Provisions		14			90,681				86,864
Other financial liabilities					10,316				12,713
Long-term debt		11			201,536				222,498
Lease liabilities		12			163,857				165,291
Current liabilities					1,201,822				1,170,477
Long-term debt		11			2,347,913				2,355,477
Lease liabilities		12			451,238				472,473
Employee benefits		13			45,080				46,405
Provisions		14			148,052				142,159
Other financial liabilities					100,311				97,866
Deferred tax liabilities					530,307				546,751
Non-current liabilities					3,622,901				3,661,131
Total liabilities					4,824,723				4,831,608
Equity
Share capital		15			1,131,802				1,125,109
Contributed surplus		15, 17			24,270				32,331
Accumulated other comprehensive loss					(273,880	)			(257,796	)
Retained earnings					1,777,962				1,777,983
Total equity					2,660,154				2,677,627
Contingencies, letters of credit and other commitments		21
Total liabilities and equity					7,484,877				7,509,235

The notes on pages 6 to 20 are an integral part of these condensed consolidated interim financial statements.

│1

TFI International Inc. CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(In thousands of U.S. dollars, except per share amounts)			Three months				Three months
			ended				ended
		Note	March 31, 2026				March 31, 2025
Revenue				1,702,626				1,714,493
Fuel surcharge				246,477				249,894
Total revenue				1,949,103				1,964,387
Materials and services expenses		18		985,402				989,000
Personnel expenses				612,733				607,445
Other operating expenses				113,844				112,310
Depreciation of property and equipment		7		83,175				87,891
Depreciation of right-of-use assets		8		45,037				41,927
Amortization of intangible assets		9		22,676				21,475
Gain on sale of rolling stock and equipment				(4,050	)			(3,257	)
Gain on derecognition of right-of-use assets				(266	)			(73	)
Gain, net of impairment, on sale of assets
held for sale				(6,041	)			(6,974	)
Total operating expenses				1,852,510				1,849,744
Operating income				96,593				114,643
Finance (income) costs
Finance income		19		(502	)			(228	)
Finance costs		19		44,666				40,537
Net finance costs				44,164				40,309
Income before income tax				52,429				74,334
Income tax expense		20		9,121				18,302
Net income				43,308				56,032
Earnings per share
Basic earnings per share		16		0.53				0.67
Diluted earnings per share		16		0.53				0.66

The notes on pages 6 to 20 are an integral part of these condensed consolidated interim financial statements.

│2

TFI International Inc. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands of U.S. dollars)		Three months				Three months
		ended				ended
		March 31, 2026				March 31, 2025
Net income			43,308				56,032
Other comprehensive (loss) income
Items that may be reclassified to income or loss in future periods:
Foreign currency translation differences			9,945				(838	)
Net investment hedge, net of tax			(26,122	)			11,021
Items directly reclassified to retained earnings:
Unrealized gain (loss) on investments in equity securities
measured at fair value through OCI, net of tax			500				(2,610	)
Other comprehensive (loss) income, net of tax			(15,677	)			7,573
Total comprehensive income			27,631				63,605

The notes on pages 6 to 20 are an integral part of these condensed consolidated interim financial statements.

│3

TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
	PERIODS ended March 31, 2026 and 2025 (UNAUDITED)

(In thousands of U.S. dollars)												Accumulated				Accumulated
												foreign				unrealized								Total
												currency				gain (loss)								equity
												translation				on invest-								attributable
												differences				ments in								to owners
				Share				Contributed				& net invest-				equity				Retained				of the
		Note		capital				surplus				ment hedge				securities				earnings				Company
Balance as at December 31, 2025					1,125,109				32,331				(254,155	)			(3,641	)			1,777,983				2,677,627
Net income					-				-				-				-				43,308				43,308
Other comprehensive (loss) income, net of tax					-				-				(16,177	)			500				-				(15,677	)
Realized (loss) gain on equity securities, net of tax					-				-				-				(407	)			407				-
Total comprehensive (loss) income					-				-				(16,177	)			93				43,715				27,631
Share-based payment transactions, net of tax		17			-				4,468				-				-				-				4,468
Stock options exercised, net of tax		15, 17			1,278				(245	)			-				-				-				1,033
Dividends to owners of the Company		15			-				-				-				-				(38,627	)			(38,627	)
Net settlement of restricted share units
and performance share units, net of tax		15, 17			5,415				(12,284	)			-				-				(5,109	)			(11,978	)
Total transactions with owners, recorded directly in equity					6,693				(8,061	)			-				-				(43,736	)			(45,104	)
Balance as at March 31, 2026					1,131,802				24,270				(270,332	)			(3,548	)			1,777,962				2,660,154
Balance as at December 31, 2024					1,135,500				30,971				(330,710	)			(1,193	)			1,838,707				2,673,275
Net income					-				-				-				-				56,032				56,032
Other comprehensive loss, net of tax					-				-				10,183				(2,610	)			-				7,573
Total comprehensive income (loss)					-				-				10,183				(2,610	)			56,032				63,605
Share-based payment transactions, net of tax		17			-				2,789				-				-				-				2,789
Stock options exercised, net of tax		15, 17			2,888				(458	)			-				-				-				2,430
Dividends to owners of the Company		15			-				-				-				-				(37,505	)			(37,505	)
Repurchase of own shares		15			(5,593	)			-				-				-				(50,579	)			(56,172	)
Net settlement of restricted share units
and performance share units, net of tax		15, 17			9,330				(12,030	)			-				-				(14,462	)			(17,162	)
Total transactions with owners, recorded directly in equity					6,625				(9,699	)			-				-				(102,546	)			(105,620	)
Balance as at March 31, 2025					1,142,125				21,272				(320,527	)			(3,803	)			1,792,193				2,631,260

The notes on pages 6 to 20 are an integral part of these condensed consolidated interim financial statements.

│4

TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	(UNDAUDITED)

(In thousands of U.S. dollars)						Three months				Three months
						ended				ended
	Note					March 31, 2026				March 31, 2025
Cash flows from operating activities
Net income							43,308				56,032
Adjustments for:
Depreciation of property and equipment			7				83,175				87,891
Depreciation of right-of-use assets			8				45,037				41,927
Amortization of intangible assets			9				22,676				21,475
Share-based payment transactions			17				4,285				3,145
Net finance costs			19				44,164				40,309
Income tax expense			20				9,121				18,302
Gain on sale of property and equipment							(4,050	)			(3,257	)
Gain on derecognition of right-of-use assets							(266	)			(73	)
Gain, net of impairment, on sale of assets held for sale							(6,041	)			(6,974	)
Employee benefits							4,101				(3,394	)
Provisions, net of payments							4,579				27
Net change in non-cash operating working capital			6				(59,442	)			2,066
Interest paid							(41,567	)			(39,101	)
Income tax paid							(27,564	)			(24,817	)
Net cash from operating activities							121,516				193,558
Cash flows used in investing activities
Purchases of property and equipment			7				(26,112	)			(34,511	)
Proceeds from sale of property and equipment							16,021				15,787
Proceeds from sale of assets held for sale							12,256				16,894
Purchases of intangible assets			9				(1,152	)			(6,199	)
Business combinations, net of cash acquired			5				(53,003	)			2,247
Purchases of investments							-				(4,755	)
Proceeds from sale of investments							5,450				-
Others							(972	)			861
Net cash used in investing activities							(47,512	)			(9,676	)
Cash flows used in financing activities
Net increase (decrease) in bank indebtedness							7,918				(6,777	)
Repayment of long-term debt			11				(36,729	)			(48,592	)
Net increase in revolving facilities			11				20,695				43,230
Repayment of lease liabilities			12				(41,830	)			(40,870	)
Decrease of other financial liabilities							(2,552	)			(5,646	)
Dividends paid							(37,980	)			(38,190	)
Repurchase of own shares			15				-				(56,172	)
Proceeds from exercise of stock options			15				1,033				2,430
Share repurchase for settlement of restricted share
units and performance share units							(11,978	)			(16,774	)
Net cash used in financing activities							(101,423	)			(167,361	)
Net change in cash and cash equivalents							(27,419	)			16,521
Cash and cash equivalents, beginning of period							210,186				-
Effect of movements in exchange rates on
cash and cash equivalents							3,047				(88	)
Cash and cash equivalents, end of period							185,814				16,433

The notes on pages 6 to 20 are an integral part of these condensed consolidated interim financial statements.

│5

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

1.Reporting entity

TFI International Inc. (the “Company”) is incorporated under the Canada Business Corporations Act, and is a company domiciled in Canada. The address of the Company’s registered office is 8801 Trans-Canada Highway, Suite 500, Montreal, Quebec, H4S 1Z6.

The condensed consolidated interim financial statements of the Company as at and for the three months ended March 31, 2026 and 2025 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”).

The Group is involved in the provision of transportation and logistics services across the United States, Canada and Mexico.

2.Basis of preparation

a)Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting of the IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”). These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the most recent annual consolidated financial statements of the Group.

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on April 27, 2026.

b)Basis of measurement

These condensed consolidated interim financial statements have been prepared on the historical cost basis except for the following material items in the statements of financial position:

•investment in equity securities and contingent consideration are measured at fair value;

•the defined benefit pension plan liability is recognized as the net total of the present value of the defined benefit obligation less the fair value of the plan assets; and

•assets and liabilities acquired in business combinations are measured at fair value at acquisition date.

c)Seasonality of interim operations

The activities conducted by the Group are subject to general demand for freight transportation. Historically, demand has been relatively stable with the first quarter being generally the weakest in terms of demand. Furthermore, during the winter months, fuel consumption and maintenance costs tend to rise. Consequently, the results of operations for the interim period are not necessarily indicative of the results of operations for the full year.

d)Functional and presentation currency

The Company’s condensed consolidated interim financial statements are presented in U.S. dollars (“U.S. dollars” or “USD”).

The Company’s functional currency is the Canadian dollar (“CAD” or “CDN$”). Translation gains and losses from the application of the U.S. dollar as the presentation currency while the Canadian dollar is the functional currency are included as part of the accumulated foreign currency translation differences and net investment hedge.

All financial information presented in U.S. dollars has been rounded to the nearest thousand.

e) Use of estimates and judgments

The preparation of the accompanying financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, the disclosures about contingent assets and liabilities, and the reported amounts of revenues and expenses. Such estimates include the valuation of goodwill and intangible assets, the measurement of identified assets and liabilities acquired in business combinations, contingent consideration, income tax provisions, defined benefit obligation and self-insurance and other provisions and contingencies. These estimates and assumptions are based on management’s best estimates and judgments.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. Actual results could differ from these estimates. Changes

│6

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

in those estimates and assumptions resulting from changes in the economic environment will be reflected in the financial statements of future periods.

In preparing these condensed consolidated interim financial statements, the significant judgments made by management applying the Group’s accounting policies and the key sources of estimation uncertainty are the same as those applied and described in the Group’s 2025 annual consolidated financial statements.

3.Material accounting policies

The accounting policies described in the Group’s 2025 annual consolidated financial statements have been applied consistently to all periods presented in these condensed consolidated interim financial statements, unless otherwise indicated below. The accounting policies have been applied consistently by Group entities.

New standards and interpretations adopted during the period

The following new standards, and amendments to standards and interpretations, are effective for the first time for interim periods
beginning on or after January 1, 2026 and have been applied in preparing these condensed consolidated interim financial statements.

Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, which are effective for annual reporting periods beginning on or after 1 January 2026.

The amendment introduces an accounting policy choice for the derecognition of financial liabilities settled via electronic payment systems. Under the amendment, an entity may elect to derecognize a financial liability before the cash is delivered, provided that:

•No practical ability to withdraw, stop or cancel the payment instruction;

•No practical ability to access the cash to be used for settlement as a result of the payment instruction;

•The settlement risk associated with the electronic payment system is insignificant.

The adoption of the amendments did not have a material impact on the Group’s condensed consolidated interim financial statements.

New standards and interpretations not yet adopted

The following new standards are not yet effective, and have not been applied in preparing these condensed consolidated interim financial statements:

Presentation and Disclosure in Financial Statements – IFRS 18

On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted.

The new Accounting Standard introduces significant changes to the structure of a company’s income statement, more discipline and transparency in presentation of management's own performance measures (commonly referred to as non-GAAP measures) and less aggregation of items into large, single numbers. The main impacts of the new Accounting Standard include:

•introducing a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company’s main business activities (i.e. operating, investing and financing);

•requiring disclosure about management performance measures (MPMs); and

•adding new principles for aggregation and disaggregation of information

The extent of the impact of adoption of the amendments has not yet been determined.

│7

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

4.Segment reporting

The Group operates within the transportation and logistics industry in the United States, Canada and Mexico in different reportable segments, as described below. The reportable segments are managed independently as they require different technology and capital resources. For each of the operating segments, the Group’s CEO reviews internal management reports.

The following summary describes the operations in each of the Group’s reportable segments:

Less-Than-Truckload (a):	Pickup, consolidation, transport and delivery of smaller loads.
Truckload (b):	Full loads carried directly from the customer to the destination using a closed van or specialized equipment to meet customers’ specific needs. Includes expedited transportation, flatbed, tank, container and dedicated services.
Logistics:	Asset-light logistics services, including brokerage, freight forwarding and transportation management, as well as small package parcel delivery.

(a)The Less-Than-Truckload reporting segment represents the aggregation of the Canadian Less-Than-Truckload, U.S. Less-Than-Truckload and Package and Courier operating segments. The aggregation of the segment was analyzed using management’s judgment in accordance with IFRS 8. The operating segments were determined to be similar, amongst others, with respect to the nature of services offered and the methods used to distribute their services. Additionally, they have similar economic characteristics with respect to long-term expected gross margin, levels of capital invested and market place trends.

(b)The Truckload reporting segment represents the aggregation of the Canadian Conventional Truckload and Specialized Truckload operating segments. The aggregation of the segment was analyzed using management’s judgment in accordance with IFRS 8. The operating segments were determined to be similar, amongst others, with respect to the nature of services offered and the methods used to distribute their services. Additionally, they have similar economic characteristics with respect to long-term expected gross margin, levels of capital invested and market place trends.

Information regarding the results of each reportable segment is included below. Performance is measured based on segment operating income or loss. This measure is included in the internal management reports that are reviewed by the Group’s CEO and refers to “Operating income” in the consolidated statements of income. Segment operating income or loss is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

│8

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

		Less-
		Than-
		Truckload				Truckload				Logistics				Corporate				Eliminations				Total
Three months ended March 31, 2026
Revenue(1)			656,304				672,754				388,328				-				(14,760	)			1,702,626
Fuel surcharge(1)			139,066				91,328				19,008				-				(2,925	)			246,477
Total revenue(1)			795,370				764,082				407,336				-				(17,685	)			1,949,103
Operating income (loss)			30,573				55,763				34,390				(24,133	)			-				96,593
Selected items:
Materials and services expenses			344,419				405,493				254,073				(898	)			(17,685	)			985,402
Personnel expenses			320,127				200,259				72,374				19,973				-				612,733
Other operating expenses			51,688				31,259				26,192				4,705				-				113,844
Depreciation and
amortization			48,334				81,824				20,377				353				-				150,888
(Loss) gain, net of
impairment on sale of
assets held for sale			(298	)			6,339				-				-				-				6,041
Intangible assets			399,425				1,534,280				922,961				1,625				-				2,858,291
Total assets			2,487,408				3,379,568				1,362,199				255,702				-				7,484,877
Total liabilities			756,640				816,070				398,113				2,854,022				(122	)			4,824,723
Additions to property
and equipment			15,438				8,833				1,163				678				-				26,112
Three months ended March 31, 2025
Revenue(1)			678,950				662,855				384,948				-				(12,260	)			1,714,493
Fuel surcharge(1)			136,794				94,913				20,737				-				(2,550	)			249,894
Total revenue(1)			815,744				757,768				405,685				-				(14,810	)			1,964,387
Operating income (loss)			47,123				48,778				31,233				(12,491	)			-				114,643
Selected items:
Materials and services expenses			338,759				404,848				272,314				(12,111	)			(14,810	)			989,000
Personnel expenses			323,540				202,203				61,355				20,347				-				607,445
Other operating expenses			55,555				28,056				24,968				3,731				-				112,310
Depreciation and
amortization			50,596				84,371				15,802				524				-				151,293
(Loss) gain, net of
impairment on sale of
assets held for sale			(47	)			7,021				-				-				-				6,974
Intangible assets			401,152				1,502,828				727,812				2,422				-				2,634,214
Total assets			2,588,436				3,365,271				1,084,020				79,228				-				7,116,955
Total liabilities			781,602				821,229				334,249				2,548,733				(118	)			4,485,695
Additions to property
and equipment			11,121				22,840				68				-				-				34,029

(1) Includes intersegment revenue and intersegment fuel surcharge, which are eliminated in the consolidated results and are not disclosed by reportable segment due to the non-material amounts.

│9

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

Geographical information

Revenue is attributed to geographical locations based on the origin of service’s location.

		Less-
		Than-
		Truckload				Truckload				Logistics				Eliminations				Total
Three months ended March 31, 2026
Canada			257,044				267,773				63,116				(7,642	)			580,291
United States			538,326				496,309				344,220				(10,043	)			1,368,812
Total			795,370				764,082				407,336				(17,685	)			1,949,103
Three months ended March 31, 2025
Canada			264,780				283,218				60,240				(7,995	)			600,243
United States			550,964				474,550				345,445				(6,815	)			1,364,144
Total			815,744				757,768				405,685				(14,810	)			1,964,387

Segment assets are based on the geographical location of the assets.

		As at				As at
		March 31, 2026				December 31, 2025
Property and equipment, right-of-use assets and intangible assets
Canada			2,251,813				2,333,857
United States			3,882,175				3,900,121
			6,133,988				6,233,978

5.Business combinations

a)Business combinations

In line with the Group’s growth strategy, the Group acquired one business during 2026, which was not considered to be material. This transaction was concluded in order to add density in the Group’s current network and further expand value-added services.

As of the reporting date, the Group had not yet completed the determination of the fair value of assets acquired and liabilities assumed of the 2026 acquisition. Information to confirm the fair value of certain assets and liabilities still needs to be obtained for this acquisition. As the Group obtains more information, the allocation will be completed.

The table below presents the determination of the fair value of assets acquired and liabilities assumed at the date of acquisition based on the best information available to the Group to date:

Identifiable assets acquired and liabilities assumed		Note
Cash and cash equivalents							1,921
Trade and other receivables							7,148
Inventoried supplies and prepaid expenses							799
Property and equipment			7				18,218
Right-of-use assets			8				16,983
Intangible assets			9				11,110
Trade and other payables							(2,345	)
Income tax receivable							886
Lease liabilities			12				(16,983	)
Deferred tax liabilities							(4,562	)
Total identifiable net assets							33,175
Total consideration transferred							54,924
Goodwill			9				21,749

The total trade receivables comprise gross amounts due of $7.5 million, of which $0.3 million was expected to be uncollectible at the acquisition date.

b)Goodwill

The goodwill is attributable mainly to the premium of an established business operation with a good reputation in the transportation industry, and the synergies expected to be achieved from integrating the acquired entity into the Group’s existing business.

│10

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

The goodwill arising in the business combinations has been allocated to operating segments as indicated in the table below, which represents the lowest level at which goodwill is monitored internally.

Operating segment	Reportable segment		March 31, 2026
Specialized Truckload	Truckload			21,702
Logistics	Logistics			47
				21,749

c)Contingent consideration

The contingent consideration balance at March 31, 2026 is $101.3 million (December 31, 2025 - $99.6 million) and is presented in other financial liabilities on the consolidated statements of financial position.

d)Adjustment to the provisional amounts of prior year’s business combinations

The 2025 annual consolidated financial statements included details of the Group’s business combinations and set out provisional fair values relating to the consideration paid and net assets acquired of various acquisitions. These acquisitions were accounted for under the provisions of IFRS 3.

As required by IFRS 3, the provisional fair values have been reassessed in light of information which existed at the acquisition date and was obtained during the measurement period following the acquisitions. Consequently, the fair value of certain assets acquired, and liabilities assumed of the acquisitions in fiscal 2025 have been adjusted and finalized in 2026. No material adjustments were required to the provisional fair values for these prior year's business combinations.

6.Additional cash flow information

Net change in non-cash operating working capital

		Three months				Three months
		ended				ended
		March 31, 2026				March 31, 2025
Trade and other receivables			(104,815	)			(29,644	)
Inventoried supplies			(622	)			817
Prepaid expenses			(4,962	)			(7,563	)
Trade and other payables			50,957				38,456
			(59,442	)			2,066

7.Property and equipment

						Land and				Rolling
	Note					buildings				stock				Equipment				Total
Cost
Balance at December 31, 2025							1,511,761				2,363,556				236,219				4,111,536
Additions through business combinations			5				642				17,663				(87	)			18,218
Other additions							4,859				13,816				7,437				26,112
Disposals							(506	)			(25,306	)			(2,651	)			(28,463	)
Reclassification (to) from assets held for sale							(5,538	)			1,008				-				(4,530	)
Effect of movements in exchange rates							(7,741	)			(12,890	)			(2,842	)			(23,473	)
Balance at March 31, 2026							1,503,477				2,357,847				238,076				4,099,400
Accumulated Depreciation
Balance at December 31, 2025							137,373				1,057,112				137,725				1,332,210
Depreciation							6,705				70,975				5,495				83,175
Disposals							(437	)			(13,529	)			(2,526	)			(16,492	)
Reclassification (to) from assets held for sale							(315	)			647				-				332
Effect of movements in exchange rates							(1,205	)			(7,307	)			(1,848	)			(10,360	)
Balance at March 31, 2026							142,121				1,107,898				138,846				1,388,865
Net carrying amounts
At December 31, 2025							1,374,388				1,306,444				98,494				2,779,326
At March 31, 2026							1,361,356				1,249,949				99,230				2,710,535

│11

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

As at March 31, 2026, there are no amounts included in trade and other payables for the purchases of property and equipment (December 31, 2025 – nil).

8.Right-of-use assets

						Land and				Rolling
	Note					buildings				stock				Equipment				Total
Cost
Balance at December 31, 2025							841,220				337,632				3,501				1,182,353
Additions through business combinations			5				12,753				4,230				-				16,983
Other additions							8,685				3,647				32				12,364
Derecognition*							(5,293	)			(12,824	)			(696	)			(18,813	)
Effect of movements in exchange rates							(8,749	)			(3,817	)			(18	)			(12,584	)
Balance at March 31, 2026							848,616				328,868				2,819				1,180,303
Depreciation
Balance at December 31, 2025							430,951				159,071				2,115				592,137
Depreciation							26,135				18,824				78				45,037
Derecognition*							(3,829	)			(10,857	)			(692	)			(15,378	)
Effect of movements in exchange rates							(4,850	)			(1,792	)			(13	)			(6,655	)
Balance at March 31, 2026							448,407				165,246				1,488				615,141
Net carrying amounts
At December 31, 2025							410,269				178,561				1,386				590,216
At March 31, 2026							400,209				163,622				1,331				565,162

* Derecognized right-of-use assets include negotiated asset purchases and extinguishments resulting from accidents as well as fully amortized or end of term right-of-use assets.

9.Intangible assets

									Other intangible assets
																	Non-
									Customer				Trademarks				compete				Information
Note					Goodwill				relationships				and other				agreements				technology				Total
Cost
Balance at December 31, 2025						2,168,438				1,006,470				160,509				32,934				42,114				3,410,465
Additions through business combinations			5			21,749				9,200				875				1,035				-				32,859
Other additions						-				-				-				-				1,152				1,152
Extinguishments						-				-				-				-				(5,740	)			(5,740	)
Effect of movements in
exchange rates						(15,449	)			(4,909	)			(462	)			(277	)			(437	)			(21,534	)
Balance at March 31, 2026						2,174,738				1,010,761				160,922				33,692				37,089				3,417,202
Amortization and impairment losses
Balance at December 31, 2025						77,445				387,242				36,353				17,919				27,070				546,029
Amortization						-				17,700				2,473				1,298				1,205				22,676
Extinguishments						-				-				-				-				(5,740	)			(5,740	)
Effect of movements in
exchange rates						(696	)			(2,577	)			(195	)			(172	)			(414	)			(4,054	)
Balance at March 31, 2026						76,749				402,365				38,631				19,045				22,121				558,911
Net carrying amounts
At December 31, 2025						2,090,993				619,228				124,156				15,015				15,044				2,864,436
At March 31, 2026						2,097,989				608,396				122,291				14,647				14,968				2,858,291

│12

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

10.Investments

		As at				As at
		March 31, 2026				December 31, 2025
Level 1 investments			2,419				7,350
Level 2 investments			3,740				3,740
Level 3 investments			13,643				13,864
			19,802				24,954

The Group elected to designate all of its investments at fair value through OCI.

During the three months ended March 31, 2026, the Group sold Level 1 investments for proceeds of $5.5 million resulting in a realized loss, net of tax, of $0.4 million on equity securities transferred from OCI to retained earnings.

11.Long-term debt

		As at				As at
		March 31, 2026				December 31, 2025
Non-current liabilities
Unsecured senior notes			1,719,118				1,722,452
Unsecured revolving facilities			558,655				546,713
Conditional sales contracts			70,140				82,717
Other long-term debt			-				3,595
			2,347,913				2,355,477
Current liabilities
Current portion of unsecured senior notes			150,000				150,000
Current portion of conditional sales contracts			47,659				72,121
Current portion of other long-term debt			3,877				377
			201,536				222,498

The table below summarizes changes to the long-term debt:

				Three months ended				Three months ended
	Note			March 31, 2026				March 31, 2025
Balance at beginning of period					2,577,975				2,402,881
Repayment of long-term debt					(36,729	)			(48,592	)
Net increase in revolving facilities					20,695				43,230
Amortization of deferred financing fees					252				402
Effect of movements in exchange rates					(38,866	)			13,334
Effect of movements in exchange rates - debt
designated as net investment hedge					26,122				(11,362	)
Balance at end of period					2,549,449				2,399,893

The Group’s revolving facilities have a total size of $942.0 million (December 31, 2025 - $955.2 million) and an additional $181.3 million of credit availability (CAD $245 million and USD $5 million) (December 31, 2025 - $184.2 million). The additional credit is available under certain conditions under the Group’s syndicated revolving credit agreement.

The debts are subject to certain covenants regarding the maintenance of financial ratios. These are the same covenants as previously required by the Company’s syndicated revolving credit agreement as described in note 25(f) of the 2025 annual consolidated financial statements. As at March 31, 2026, the Group was in compliance with these financial covenants.

12.Lease liabilities

		As at				As at
		March 31, 2026				December 31, 2025
Current portion of lease liabilities			163,857				165,291
Long-term portion of lease liabilities			451,238				472,473
			615,095				637,764

│13

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

The table below summarizes changes to the lease liabilities:

						Three months ended				Three months ended
		Note				March 31, 2026				March 31, 2025
Balance at beginning of period							637,764				573,662
Business combinations			5				16,983				-
Additions							12,364				25,925
Derecognition*							(3,701	)			(6,108	)
Repayment							(41,830	)			(40,870	)
Effect of movements in exchange rates							(6,485	)			2,394
Balance at end of period							615,095				555,003

* Derecognized lease liabilities include negotiated asset purchases and extinguishments resulting from accidents.

Extension options

Some real estate leases contain extension options exercisable by the Group. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The Group assesses at the lease commencement date whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise the options if there are significant events or significant changes in circumstances within its control.

The lease liabilities include future lease payments of $11.1 million (December 31, 2025 – $8.3 million) related to extension options that the Group is reasonably certain to exercise.

The Group has estimated that the potential future lease payments, should it exercise the remaining extension options, would result in an increase in lease liabilities of $561.2 million (December 31, 2025 - $577.2 million).

The Group does not have a significant exposure to termination options and penalties.

Contractual cash flows

The total contractual cash flow maturities of the Group’s lease liabilities are as follows:

		As at
		March 31, 2026
Less than 1 year			189,696
Between 1 and 5 years			364,114
More than 5 years			159,890
			713,700

13.Employee benefits

The Group has various benefit plans, mainly TForce Freight pension plans and TFI International pension plans, under which participants are entitled to benefits once participation requirements are satisfied. Additional information relating to the retirement benefit plans is provided in Note 15 - Employee benefits of the Group’s 2025 annual consolidated financial statements.

Net periodic benefit cost and pension contributions are as follows for the TForce Freight pension plans:

		Three months				Three months
		ended				ended
		March 31, 2026				March 31, 2025
Current service cost			12,082				12,765
Net interest cost			81				244
Net periodic cost			12,163				13,009
Pension contributions			12,290				13,790

The pension plan is funded in line with the statutory funding requirements of the Employee Retirement Income Security Act.

│14

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

14.Provisions

				Self-insurance				Other				Total
As at March 31, 2026
Current provisions					79,790				10,891				90,681
Non-current provisions					141,498				6,554				148,052
					221,288				17,445				238,733
As at December 31, 2025
Current provisions					76,277				10,587				86,864
Non-current provisions					135,596				6,563				142,159
					211,873				17,150				229,023

Self-insurance provisions represent the uninsured portion of outstanding claims at period-end. The current portion reflects the amount expected to be paid in the following year. Other provisions include, amongst others, litigation provisions of $6.6 million (December 31, 2025 - $6.7 million). Litigation provisions contain various pending claims for which management used judgment and assumptions about future events. The outcomes will depend on future claim developments.

15.Share capital and other components of equity

The following table summarizes the number of common shares issued:

(in number of shares)						Three months				Three months
						ended				ended
		Note				March 31, 2026				March 31, 2025
Balance, beginning of period							82,151,032				84,408,437
Repurchase and cancellation of own shares							-				(524,795	)
Stock options exercised			17				34,999				88,115
Balance, end of period							82,186,031				83,971,757

The following table summarizes the share capital issued and fully paid:

		Three months				Three months
		ended				ended
		March 31, 2026				March 31, 2025
Balance, beginning of period			1,125,109				1,135,500
Repurchase and cancellation of own shares			-				(5,593	)
Cash consideration of stock options exercised			1,033				2,430
Ascribed value credited to share capital on stock options exercised, net of tax			245				458
Issuance of shares on settlement of RSUs and PSUs, net of tax			5,415				9,330
Balance, end of period			1,131,802				1,142,125

Pursuant to the normal course issuer bid (“NCIB”) which began on November 4, 2025 and ends on November 3, 2026, the Company is authorized to repurchase for cancellation up to a maximum of 7,667,696 of its common shares under certain conditions. As at March 31, 2026, and since the inception of this NCIB, the Company has repurchased and cancelled no shares.

During the three months ended March 31, 2026, the Company repurchased no common shares relating to the current NCIB. During the three months ended March 31, 2025, the Company repurchased 524,795 common shares at a weighted average price of $107.04 per share for a total purchase price of $56.2 million relating to the NCIB. The excess of the purchase price paid over the carrying value of the shares repurchased in the amount of nil (2025– $50.6 million) was charged to retained earnings as share repurchase premium.

│15

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

16.Earnings per share

Basic earnings per share

The basic earnings per share and the weighted average number of common shares outstanding have been calculated as follows:

(in thousands of dollars and number of shares)		Three months				Three months
		ended				ended
		March 31, 2026				March 31, 2025
Net income			43,308				56,032
Issued common shares, beginning of period			82,151,032				84,408,437
Effect of stock options exercised			12,982				28,235
Effect of repurchase of own shares			-				(256,957	)
Weighted average number of common shares			82,164,014				84,179,715
Earnings per share – basic (in dollars)			0.53				0.67

Diluted earnings per share

The diluted earnings per share and the weighted average number of common shares outstanding after adjustment for the effects of all dilutive common shares have been calculated as follows:

(in thousands of dollars and number of shares)		Three months				Three months
		ended				ended
		March 31, 2026				March 31, 2025
Net income			43,308				56,032
Weighted average number of common shares			82,164,014				84,179,715
Dilutive effect:
Stock options, restricted share units
and performance share units			216,695				344,303
Weighted average number of diluted common shares			82,380,709				84,524,018
Earnings per share - diluted (in dollars)			0.53				0.66

As at March 31, 2026, no stock options were excluded from the calculation of diluted earnings per share (March 31, 2025 – 122,238) as they were deemed to be anti-dilutive.

The average market value of the Company’s shares for purposes of calculating the dilutive effect of stock options was based on quoted market prices for the period during which the options were outstanding.

17.Share-based payment arrangements

Stock option plan (equity-settled)

The Company offers a stock option plan for the benefit of certain of its employees. The maximum number of shares that can be issued upon the exercise of options granted under the current 2012 stock option plan is 5,979,201. Each stock option entitles its holder to receive one common share upon exercise. The exercise price payable for each option is determined by the Board of Directors at the date of grant, and may not be less than the volume weighted average trading price of the Company’s shares for the last five trading days immediately preceding the grant date. The options vest in equal installments over three years and the expense is recognized following the accelerated method as each installment is fair valued separately and recorded over the respective vesting periods. The table below summarizes the changes in the outstanding stock options:

(in thousands of options		Three months								Three months
and in dollars)						ended								ended
		March 31, 2026								March 31, 2025
						Weighted								Weighted
		Number				average				Number				average
		of				exercise				of				exercise
		options				price				options				price
Balance, beginning of period			54				34.12				278				31.44
Exercised			(35	)			30.71				(88	)			30.19
Balance, end of period			19				40.41				190				32.03
Options exercisable, end of period			19				40.41				190				32.03

│16

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

The following table summarizes information about stock options outstanding and exercisable at March 31, 2026:

(in thousands of options and in dollars)					Options outstanding and exercisable
									Weighted
									average
					Number				remaining
					of				contractual life
Exercise prices					options				(in years)
	40.41					19				1.3
						19				1.3

Of the options outstanding at March 31, 2026, a total of 19,000 (December 31, 2025 – 48,570) are held by key management personnel.

The weighted average share price at the date of exercise for stock options exercised in the three months ended March 31, 2026 was $85.59 (March 31, 2025 – $90.85).

No stock options were granted during 2026 and 2025 under the Company’s stock option plan.

Restricted share unit and performance share unit plans (equity-settled)

The Company offers an equity incentive plan for the benefit of senior employees of the Group. Each participant’s annual LTIP allocation
is split in awards of performance share units (“PSUs”) and of restricted share units (‘’RSUs’’). The PSUs are subject to both performance and time cliff vesting conditions on the third anniversary of the award whereas the RSUs are only subject to a time cliff vesting condition on the third anniversary of the award. The performance conditions attached to the PSUs are equally weighted between absolute earnings before interest and income tax and relative total shareholder return (“TSR”). For purposes of the relative TSR portion, there are two equally weighted comparisons: the first portion is compared against the TSR of a group of transportation industry peers and the second portion is compared against the S&P/TSX60 index.

Restricted share units

The fair value of the RSUs is determined to be the share price fair value at the date of the grant and is recognized as a share-based
compensation expense, through contributed surplus, over the vesting period.

On February 17, 2026, the Company granted a total of 73,276 RSUs under the Company’s equity incentive plan of which 46,179 were granted to key management personnel. The fair value of the RSUs granted was $120.84 per unit.

On February 18, 2025, the Company granted a total of 61,829 RSUs under the Company’s equity incentive plan of which 38,566 were granted to key management personnel. The fair value of the RSUs granted was $129.66 per unit.

The table below summarizes changes to the outstanding RSUs:

(in thousands of RSUs		Three months								Three months
and in dollars)						ended								ended
		March 31, 2026								March 31, 2025
						Weighted								Weighted
		Number				average				Number				average
		of				grant date				of				grant date
		RSUs				fair value				RSUs				fair value
Balance, beginning of period			193				119.05				158				115.34
Granted			73				120.84				62				129.66
Reinvested			1				127.75				-				-
Settled			(55	)			115.79				(58	)			99.84
Forfeited			-				-				(1	)			121.19
Balance, end of period			212				120.55				161				126.40

│17

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

The following table summarizes information about RSUs outstanding as at March 31, 2026:

(in thousands of RSUs and in dollars)					RSUs outstanding
									Remaining
					Number of				contractual life
Grant date fair value					RSUs				(in years)
	81.03					32				0.1
	135.00					45				0.9
	129.66					62				1.9
	120.84					73				2.9
						212				1.8

The weighted average share price at the date of settlement of the other RSUs vested in three months ended March 31, 2026 was $116.26 (March 31, 2025 – $131.74). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded RSUs, in the amount of $3.5 million (March 31, 2025 – $5.8 million), was charged to retained earnings as share repurchase premium.

In the three months ended March 31, 2026, the Group recognized, as a result of RSUs, a compensation expense of $2.5 million (March 31, 2025 - $1.5 million) with a corresponding increase to contributed surplus.

Of the RSUs outstanding at March 31, 2026, a total of 145,911 (December 31, 2025 – 133,103) are held by key management personnel.

Performance share units

The fair value of the PSUs is determined at the grant date using a Monte Carlo simulation model for the TSR portion and using
management’s estimates for the absolute earnings before interest and income tax portion. The estimates of the number of equity
instruments related to the absolute earnings before interest and income tax portion are revised during the vesting period and the
cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market
performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period.

On February 17, 2026, the Company granted a total of 68,957 PSUs under the Company’s equity incentive plan of which 41,860 were granted to key management personnel. The fair value of the PSUs granted was $138.97 per unit as at grant date.

On February 18, 2025, the Company granted a total of 58,143 PSUs under the Company’s equity incentive plan of which 34,880 were granted to key management personnel. The fair value of the PSUs granted was $134.85 per unit as at grant date.

The table below summarizes changes to the outstanding PSUs:

(in thousands of PSUs		Three months								Three months
and in dollars)						ended								ended
		March 31, 2026								March 31, 2025
						Weighted								Weighted
		Number				average				Number				average
		of				grant date				of				grant date
		PSUs				fair value				PSUs				fair value
Balance, beginning of period			157				140.35				155				127.72
Granted			69				138.97				58				134.85
Reinvested			1				141.03				1				128.55
Settled			(46	)			135.15				(71	)			100.52
(Decreased) added due to performance conditions			(8	)			135.15				14				100.43
Forfeited			(1	)			134.85				(1	)			133.97
Balance, end of period			172				141.46				156				140.27

│18

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

The following table summarizes information about PSUs outstanding as at March 31, 2026:

(in thousands of PSUs and in dollars)					PSUs outstanding
									Remaining
					Number of				contractual life
Grant date fair value					PSUs				(in years)
	156.17					45				0.9
	134.85					58				1.9
	138.97					69				2.9
						172				2.0

The weighted average share price at the date of settlement of the other PSUs vested in three months ended March 31, 2026 was $116.26 (March 31, 2025 – $131.74). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded PSUs, in the amount of $1.6 million, was charged to retained earnings as share repurchase premium (March 31, 2025 – $8.7 million).

In the three months ended March 31, 2026, the Group recognized, as a result of PSUs, a compensation expense of $1.8 million (March 31, 2025 - $1.6) with a corresponding increase to contributed surplus.

Of the PSUs outstanding at March 31, 2026, a total of 109,519 (December 31, 2025 – 101,635) are held by key management personnel.

18.Materials and services expenses

The Group’s materials and services expenses are primarily costs related to independent contractors and vehicle operation expenses. Vehicle operation expenses consists primarily of fuel costs, repairs and maintenance, insurance, permits and operating supplies.

		Three months				Three months
		ended				ended
		March 31, 2026				March 31, 2025
Independent contractors			663,982				680,781
Vehicle operation expenses			321,420				308,219
			985,402				989,000

19.Finance income and finance costs

Recognized in income or loss:

Costs (income)		Three months				Three months
		ended				ended
		March 31, 2026				March 31, 2025
Interest expense on long-term debt and amortization
of deferred financing fees			29,850				30,236
Interest expense on lease liabilities			7,090				6,527
Interest income			(502	)			(228	)
Net change in fair value and accretion expense
of contingent consideration			2,835				15
Net foreign exchange loss			1,535				245
Other financial expenses			3,356				3,514
Net finance costs			44,164				40,309
Presented as:
Finance income			(502	)			(228	)
Finance costs			44,666				40,537

│19

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED)

20.Income tax expense

Income tax recognized in income or loss:

		Three months				Three months
		ended				ended
		March 31, 2026				March 31, 2025
Current tax expense
Current period			27,181				27,739
Adjustment for prior periods			-				607
			27,181				28,346
Deferred tax expense (recovery)
Origination and reversal of temporary differences			(17,159	)			(9,017	)
Variation in tax rate			(907	)			(715	)
Adjustment for prior periods			6				(312	)
			(18,060	)			(10,044	)
Income tax expense			9,121				18,302

Reconciliation of effective tax rate :

		Three months							Three months
		ended							ended
		March 31, 2026							March 31, 2025
Income before income tax						52,429							74,334
Income tax using the Company’s
statutory tax rate			26.5	%		13,894				26.5	%		19,699
Increase (decrease) resulting from:
Rate differential between
jurisdictions			1.4	%		742				1.1	%		819
Variation in tax rate			-1.7	%		(907	)			-1.0	%		(715	)
Non deductible expenses			3.3	%		1,720				2.4	%		1,769
Tax deductions and tax
exempt income			-12.5	%		(6,564	)			-5.2	%		(3,853	)
Adjustment for prior periods			0.0	%		6				0.4	%		295
Multi-jurisdiction tax			0.4	%		230				0.4	%		288
			17.4	%		9,121				24.6	%		18,302

21.Contingencies, letters of credit and other commitments

a)Contingencies

There are pending operational and personnel related claims against the Group. In the opinion of management, these claims are adequately provided for in long-term provisions on the consolidated statements of financial position and settlement should not have a significant impact on the Group’s financial position or results of operations.

b)Letters of credit

As at March 31, 2026, the Group had $141.8 million of outstanding letters of credit (December 31, 2025 - $140.9 million).

c)Other commitments

As at March 31, 2026, the Group had $127.4 million of purchase commitments (December 31, 2025 – $18.8 million) and $18.9 million of purchase orders for leases that the Group intends to enter into and that are expected to materialize within a year (December 31, 2025 – $2.5 million).

│20

EXHIBIT 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Alain Bédard, Chairman of the Board, President and Chief Executive Officer of TFI International Inc., certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of TFI International Inc. (the “issuer”) for the interim period ended March 31st, 2026.

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: The issuer has disclosed in its interim MD&A

(a)the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:

(i)N/A;

(ii)N/A; or

(iii)a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b)summary financial information about business that the issuer acquired that has been consolidated in the issuer’s financial statements.

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1st, 2026 and ended on March 31st, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

April 27th, 2026

(signed) Alain Bédard

Alain Bédard, FCA, CMA

Chairman of the Board

President and Chief Executive Officer

EXHIBIT 99.5

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, David Saperstein, Chief Financial Officer of TFI International Inc., certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of TFI International Inc. (the “issuer”) for the interim period ended March 31st, 2026.

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2ICFR – material weakness relating to design: N/A.

5.3Limitation on scope of design: The issuer has disclosed in its interim MD&A

(a)the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:

(i)N/A;

(ii)N/A; or

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b)summary financial information about business that the issuer acquired that has been consolidated in the issuer’s financial statements.

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1st, 2026 and ended on March 31st, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

April 27th, 2026

(signed) David Saperstein

David Saperstein

Chief Financial Officer

FAQ

How did TFI International (TFII) perform financially in Q1 2026?

TFI International’s Q1 2026 revenue was $1.95 billion, roughly flat year over year, but profits declined. Operating income fell to $96.6 million from $114.6 million, and net income dropped to $43.3 million, with diluted EPS decreasing to $0.53 from $0.66 in Q1 2025.

What were TFI International’s adjusted earnings and EBITDA for Q1 2026?

Adjusted net income was $57.2 million and adjusted diluted EPS $0.69 in Q1 2026. Adjusted EBITDA, which strips out interest, taxes, depreciation, amortization and certain gains, totaled $241.4 million, below $259.0 million in Q1 2025, reflecting lower margins despite stable revenue.

How strong was TFI International’s cash flow and free cash flow in Q1 2026?

Net cash from operating activities was $121.5 million, and free cash flow reached $123.7 million. Both metrics were down from $193.6 million and $191.7 million a year earlier, mainly due to working capital movements, but still provided ample coverage for capital expenditures and dividends.

How did TFI International’s business segments perform in Q1 2026?

Performance was mixed across segments. Less-Than-Truckload operating income fell to $30.6 million from $47.1 million, while Truckload rose to $55.8 million from $48.8 million and Logistics increased to $34.4 million from $31.2 million, reflecting different demand and cost dynamics by segment.

What dividend did TFI International declare for Q1 2026 and how does it compare to 2025?

The Board approved a quarterly dividend of $0.47 per share for Q1 2026, up 4% year over year. This compares to $0.45 per share in Q1 2025. The annualized dividend represented 20.2% of trailing twelve‑month free cash flow, indicating continued emphasis on shareholder returns.

How leveraged is TFI International and what is its funded debt-to-EBITDA ratio?

As of March 31, 2026, long-term debt was $2.55 billion with lease liabilities of $615.1 million. Under its credit agreement definition, the funded debt-to-EBITDA ratio stood at 3.71 times, compared with a covenant requirement of 1.75, giving lenders’ covenant cushion based on that measure.

What is TFI International’s outlook for freight demand and key risks ahead?

Management anticipates modest North American economic growth with gradually improving freight dynamics. They emphasize diversification across modes and industrial end markets, cost discipline, and selective acquisitions, while monitoring risks like diesel prices, trade frictions, labor conditions, environmental mandates, and potential regulatory changes.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 253.7 KB
• EX-99.2 EX-99.2 1.9 MB
• EX-99.3 EX-99.3 2.9 MB
• EX-99.4 EX-99.4 26.8 KB
• EX-99.5 EX-99.5 26.2 KB