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COVENANT LOGISTICS GROUP, INC.

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

CVLG$31.55-2.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 (unaudited)3
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (unaudited)4
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024 (unaudited)5
Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 2025 and 2024 (unaudited)6
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited)7
Notes to Condensed Consolidated Financial Statements (unaudited)8
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations21
Item 3.Quantitative and Qualitative Disclosures about Market Risk35
Item 4.Controls and Procedures36
PART II OTHER INFORMATION
Page Number
Item 1.Legal Proceedings37
Item 1A.Risk Factors38
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds39
Item 3.Defaults Upon Senior Securities39
Item 4.Mine Safety Disclosures39
Item 5.Other Information39
Item 6.Exhibits40
PART IFINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS

COVENANT LOGISTICS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

June 30, 2025 · December 31, 2024
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$143$35,619
Accounts receivable, net of allowance of $2,302 in 2025 and $2,360 in 2024152,363141,635
Drivers' advances and other receivables, net of allowance of $586 in 2025 and $593 in 20244,7793,999
Inventory and supplies5,3905,648
Prepaid expenses24,14119,975
Assets held for sale6,146132
Income taxes receivable3,3176,499
Other short-term assets318343
Total current assets196,597213,850
Property and equipment, at cost743,381729,404
Less: accumulated depreciation and amortization(219,969)(204,595)
Net property and equipment523,412524,809
Goodwill78,94178,941
Other intangibles, net96,20690,126
Other receivables20,2443,163
Other assets, net93,69286,470
Noncurrent assets of discontinued operations-209
Total assets$1,009,092$997,568
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Checks outstanding in excess of bank balances$1,717$-
Accounts payable34,99431,939
Accrued expenses56,04051,328
Current maturities of long-term debt51,15964,210
Current portion of finance lease obligations1,032751
Current portion of operating lease obligations10,79610,349
Current portion of insurance and claims accrual24,19222,700
Total current liabilities179,930181,277
Long-term debt214,101187,085
Long-term portion of finance lease obligations2,5463,192
Long-term portion of operating lease obligations29,18831,302
Insurance and claims accrual38,50119,134
Deferred income taxes114,061117,650
Other long-term liabilities13,89119,588
Total liabilities592,218559,228
Stockholders' equity:
Class A common stock, $.01 par value; 40,000,000 shares authorized; 21,855,878 shares issued and 20,346,273 outstanding as of June 30, 2025; and 21,774,350 shares issued and outstanding as of December 31, 2024219218
Class B common stock, $.01 par value; 5,000,000 shares authorized; 4,700,000 shares issued and outstanding4747
Additional paid-in-capital159,813158,907
Treasury stock at cost; 1,550,490 and no shares as of June 30, 2025 and December 31, 2024, respectively(34,744)-
Accumulated other comprehensive income6581,035
Retained earnings290,881278,133
Total stockholders' equity416,874438,340
Total liabilities and stockholders' equity$1,009,092$997,568

CONDENSED CONSOLIDATED** STATEMENTS OF OPERATIONS**

**FOR THEthree and six months ended June 30, 2025 and 2024 **

(In thousands, except per share data)

Three Months Ended June 30, · Six Months Ended June 30,
(unaudited)(unaudited)
2025202420252024
Revenues
Freight revenue$276,532$256,512$519,751$504,197
Fuel surcharge revenue26,32230,98552,45862,063
Total revenue$302,854$287,497$572,209$566,260
Operating expenses:
Salaries, wages, and related expenses$109,148$106,373$214,100$206,708
Fuel expense27,98929,09356,15760,045
Operations and maintenance17,06615,55232,81629,148
Revenue equipment rentals and purchased transportation76,79162,755133,596129,506
Operating taxes and licenses3,4362,2837,0225,644
Insurance and claims17,30717,14832,59032,538
Communications and utilities1,4811,2722,9492,675
General supplies and expenses14,65714,47728,25235,307
Depreciation and amortization23,12122,13044,91643,238
Loss on disposition of property and equipment, net2958376211,539
Total operating expenses291,291271,920553,019546,348
Operating income11,56315,57719,19019,912
Interest expense, net2,4703,7995,3277,137
Income from equity method investment(4,268)(4,094)(8,044)(7,770)
Income before income taxes13,36115,87221,90720,545
Income tax expense3,5213,8285,5044,677
Income from continuing operations, net of tax9,84012,04416,40315,868
Income from discontinued operations, net of tax-150-300
Net income$9,840$12,194$16,403$16,168
Basic income per share: (1)
Income from continuing operations$0.38$0.46$0.62$0.60
Income from discontinued operations-0.01-0.01
Net income per share$0.38$0.46$0.62$0.62
Diluted income per share: (1)
Income from continuing operations$0.36$0.44$0.60$0.57
Income from discontinued operations-0.01-0.01
Net income per share$0.36$0.44$0.60$0.59
Basic weighted average shares outstanding26,04126,29226,29526,234
Diluted weighted average shares outstanding27,22827,66227,56427,604
(1)Total may not sum due to rounding.

CONDENSED CONSOLIDATED** STATEMENTS OF****COMPREHENSIVE INCOME**

FOR THEthree and six months ended June 30, 2025 and 2024

(Unaudited and in thousands***)***

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Net income$9,840$12,194$16,403$16,168
Other comprehensive income:
Unrealized (loss) gain on effective portion of cash flow hedges, net of tax of $23 and $90 in 2025 and ($47) and ($172) in 2024, respectively(64)133(256)492
Reclassification of cash flow hedge gains into statement of operations, net of tax of $21 and $42 in 2025 and $34 and $69 in 2024, respectively(60)(99)(120)(198)
Total other comprehensive (loss) income(1)(124)34(376)294
Comprehensive income$9,716$12,228$16,027$16,462
(1)It is the Company’s policy to release income tax effects from accumulated other comprehensive income at such time as the earnings or loss of the related activity are recognized in earnings.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THEthree and six months ended June 30, 2025 and 2024

(Unaudited and in thousands)

Accumulated
Additional · Other · Total
Common Stock · Paid-In · Treasury · Comprehensive · Retained · Stockholders'
Class A · Class B · Capital · Stock · Income · Earnings · Equity
Balances at December 31, 2024$218$47$158,907$-$1,035$278,133$438,340
Net income-----6,5636,563
Cash dividend ($0.07 per common share)-----(1,858)(1,858)
Other comprehensive loss----(253)-(253)
Stock-based employee compensation expense--1,011---1,011
Exercise of stock options1-399---400
Issuance of restricted shares, net--(559)---(559)
Balances at March 31, 2025$219$47$159,758$-$782$282,838$443,644
Net income-----9,8409,840
Cash dividend ($0.07 per common share)-----(1,797)(1,797)
Share repurchase---(35,561)--(35,561)
Other comprehensive loss----(124)-(124)
Stock-based employee compensation expense--920---920
Issuance of restricted shares, net--(865)817--(48)
Balances at June 30, 2025$219$47$159,813$(34,744)$658$290,881$416,874
Accumulated
Additional · Other · Total
Common Stock · Paid-In · Treasury · Comprehensive · Retained · Stockholders'
Class AClass BCapitalStockIncomeEarningsEquity
Balances at December 31, 2023$161$24$155,846$(132,346)$816$378,919$403,420
Net income-----3,9743,974
Cash dividend ($0.055 per common share)-----(1,443)(1,443)
Other comprehensive income----260-260
Exercise of stock options--150278--428
Stock-based employee compensation expense--947---947
Issuance of restricted shares, net--(248)(91)--(339)
Balances at March 31, 2024$161$24$156,695$(132,159)$1,076$381,450$407,247
Net income-----12,19412,194
Cash dividend ($0.055 per common share)-----(1,448)(1,448)
Other comprehensive income----34-34
Exercise of stock options--195386--581
Stock-based employee compensation expense--765---765
Issuance of restricted shares, net--(207)207---
Balances at June 30, 2024$161$24$157,448$(131,566)$1,110$392,196$419,373

CONDENSED CONSOLIDATED** STATEMENTS OF CASH FLOWS**

FOR THE six months ended June 30, 2025 and 2024

(Unaudited and in thousands)

Six Months Ended June 30,
20252024
Cash flows from operating activities:
Net income$16,403$16,168
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for losses on accounts receivable-169
Reversal of gain on sales to equity method investee-(11)
Depreciation and amortization44,91643,238
Deferred income tax expense(2,934)6,312
Income tax expense arising from restricted share vesting and stock options exercised(314)(581)
Stock-based compensation expense1,9311,712
Income from equity method investment(8,044)(7,770)
Return on investment from equity method investee1,470-
Loss on disposition of property and equipment1,0211,539
Changes in operating assets and liabilities:
Receivables and advances(8,102)(8,133)
Prepaid expenses and other assets(4,690)(7,105)
Inventory and supplies258(757)
Insurance and claims accrual3,5547,702
Accounts payable and accrued expenses1,268(8,382)
Net cash flows provided by operating activities46,73744,101
Cash flows used by investing activities:
Acquisition, net of cash acquired-(4,556)
Other investments(715)(299)
Purchase of property and equipment(69,864)(98,896)
Proceeds from disposition of property and equipment17,05417,280
Net cash flows used by investing activities(53,525)(86,471)
Cash flows from financing activities:
Change in checks outstanding in excess of bank balances1,7171,185
Cash dividend(3,655)(2,891)
Proceeds from notes payable44,92389,411
Repayments of notes payable(55,515)(28,053)
Repayments of finance lease obligations(365)(364)
Proceeds under revolving credit facility48,17752,178
Repayments under revolving credit facility(23,620)(63,757)
Payment of contingent consideration liability(4,582)(7,023)
Proceeds from exercise of stock options4001,009
Payment of minimum tax withholdings on stock compensation(607)(339)
Common stock repurchased(35,561)-
Net cash flows (used in) provided by financing activities(28,688)41,356
Net change in cash and cash equivalents(35,476)(1,014)
Cash and cash equivalents at beginning of period35,6192,294
Cash and cash equivalents at end of period$143$1,280

NOTES TOCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1.Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements include the accounts of Covenant Logistics Group, Inc., a Nevada holding company, and its wholly owned subsidiaries. References in this report to "we," "us," "our," the "Company," and similar expressions refer to Covenant Logistics Group, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form10-Q and Article10 of Regulation S-X promulgated under the Securities Act of1933. In preparing finan cial statem ents, it is necessary for management to make assumptions and estimates affecting the amounts reported in the condensed consolidated financial statements and related notes. These estimates and assumptions are developed based upon all information available. Actual results could differ from estimated amounts. In the opinion of management, the accompanying financial statements include all adjustments that are necessary for a fair presentation of the results for the interim periods presented, such adjustments being of a normal recurring nature.

Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The* December 31, 2024*, condensed consolidated balance sheet was derived from our audited balance sheet as of that date. Our operating results are subject to seasonal trends when measured on a quarterly basis; therefore, operating results for thesix months ended* June 30, 2025* arenot necessarily indicative of the results that* maybe expected for the year ending December 31, 2025*. These condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in our Form10-K for the year ended* December 31, 2024*. Results of operations in interim periods arenot necessarily indicative of results to be expected for a full year.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation for book purposes is determined using the straight-line method over the estimated useful lives of the assets. Depreciation of revenue equipment is our largest item of depreciation. We generally depreciate new tractors over five years to salvage values ranging from approximately 0% to 35% of their cost, depending on the utilization profile of the equipment associated with its reportable segment. We generally depreciate new trailers over seven years for refrigerated trailers andten years for dry van trailers to salvage values of approximately 20% and 25% of their cost, respectively. We annually, or whenever events or changes in circumstances indicate that a review is warranted, review the reasonableness of our estimates regarding useful lives and salvage values of our revenue equipment and other long-lived assets, based upon, among other things, our experience with similar assets, conditions in the used revenue equipment market, and prevailing industry practice. During the quarter ended* June 30, 2024,we performed a review of our estimates and, due to a weak used revenue equipment market, we increased the rate of depreciation on revenue equipment in the period resulting in an additional $2.6 million of depreciation expense during thethree* months ended* June 30, 2024**.*

Recent Accounting Pronouncements

Accounting standards not yet adopted

In* November 2024,the Financial Accounting Standards Board ("FASB") issued ASU2024*-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses. This guidance requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements. The guidance in this ASU is effective for all public entities for fiscal years beginning after* December 15, 2026,and interim periods within fiscal years beginning after December 15, 2027.The update may*be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.

In* December 2023,the FASB issued ASU2023*-09, Improvements to Income Tax Disclosures. This new guidance is designed to enhance the transparency and decision usefulness of income tax disclosures. The amendments of this update are related to the rate reconciliation and income taxes paid, requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU2023-09 is effective for annual periods beginning after* December 15, 2024.*The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

Reclassification of Previously Issued Financial Statements

Certain amounts in the prior period have been reclassified in the condensed consolidated financial statements to conform to the current year presentation. There has beenno impact on previously reported net income or stockholders' equity from such reclassification.

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Note 2.Income Per Share

Basic income per share excludes dilution and is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted income per share reflects the dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings. Income per share is the same for both Class A and Class B shares.

The following table sets forth, for the periods indicated, the calculation of net income per share included in the condensed consolidated statements of operations:

(in thousands except per share data) · Three Months Ended · Six Months Ended
June 30,June 30,
2025202420252024
Numerators:
Income from continuing operations$9,840$12,044$16,403$15,868
Income from discontinued operations-150-300
Net income$9,840$12,194$16,403$16,168
Denominator:
Denominator for basic income per share – weighted-average shares26,04126,29226,29526,234
Effect of dilutive securities:
Equivalent shares issuable upon conversion of unvested restricted shares111129122142
Equivalent shares issuable upon conversion of unvested employee stock options1,0761,2411,1471,228
Denominator for diluted income per share adjusted weighted-average shares and assumed conversions27,22827,66227,56427,604
Basic income per share(1):
Income from continuing operations$0.38$0.46$0.62$0.60
Income from discontinued operations-0.01-0.01
Net income per share$0.38$0.46$0.62$0.62
Diluted income per share: (1)
Income from continuing operations$0.36$0.44$0.60$0.57
Income from discontinued operations-0.01-0.01
Net income per share$0.36$0.44$0.60$0.59
(1)Total may not sum due to rounding.

There were approximately1,000 andno unvested shares excluded from the calculation of diluted earnings per share as anti-dilutive for thethree andsix months ended* June 30, 2025,respectively, andno* unvested shares excluded from the calculation of diluted earnings per share as anti-dilutive for thethree andsix months ended* June 30, 2024.There wereno* unvested employee stock options excluded from the calculation of diluted earnings per share as anti-dilutive for thethree andsix months ended* June 30, 2025and2024*, respectively.

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Note 3.Fair Value of Financial Instruments

Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability.

The fair value of our interest rate swap agreements is determined using the market-standard methodology of netting the discounted future fixed-cash payments and the discounted expected variable-cash receipts. The variable-cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. These analyses reflect the contractual terms of the swap, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatilities. The fair value calculation also includes an amount for risk of non-performance of our counterparties using "significant unobservable inputs" such as estimates of current credit spreads to evaluate the likelihood of default, which we have determined to be insignificant to the overall fair value of our interest rate swap agreements.

The fair value of the contingent consideration arrangement is based on inputs that arenot observable in the market and is estimated using a probability-weighted method. The significant unobservable inputs used in the fair value of the contingent consideration liability include the financial projections over the earn-out period, the volatility of the underlying financial metrics, and estimated discount rates.

The fair value of the life insurance policies was determined by the underwriting insurance company’s valuation models and represents the guaranteed value we would receive upon surrender of these policies as of the reporting date.

Athree-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

●Level 1. Observable inputs such as quoted prices in active markets;
●Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
●Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Financial Instruments Measured at Fair Value on a Recurring Basis

(in thousands)
June 30, 2025December 31, 2024Input Level
Interest rate swaps8881,3972
Contingent consideration(21,660)(27,794)3
Cash surrender value life insurance policies4,4663,3702

The carrying amount of cash and cash equivalents, certificates of deposit, accounts receivable, accounts payable, and current debt approximates their fair value because of the short-term maturity of these instruments.

Interest rates that are currently available to us for issuance of long-term debt with similar terms and remaining maturities are used to estimate the fair value of our long-term debt, which primarily consists of revenue equipment installment notes. The fair value of our revenue equipment installment notes approximated the carrying value as of* June 30, 2025*, as the weighted average interest rate on these notes approximates the market rate for similar debt. Borrowings under our revolving Credit Facility (as defined herein) approximate fair value due to the variable interest rate on that facility.

Contingent consideration arrangements require us to pay up to $20.0 million of additional consideration to AAT Carriers, Inc.'s ("AAT's") former shareholders based on AAT's results during thefirst two post-acquisition years, of which the final installment was made during2024, up to $30.0 million of additional consideration to Lew Thompson & Son Trucking, Inc.'s ("LTST's") former shareholders based on LTST's results during thefirst three calendar years following closing, up to $12.0 million of additional consideration to Sims Transport Services, LLC's ("Sims") former shareholders based on Sims' results during thefirst four calendar years following closing, and up to $5.0 million of additional consideration to the seller of the assets of a small, multi-stop distribution carrier we acquired in* February 2025 (*the "Asset Acquisition").

The fair value of the contingent consideration is adjusted at each reporting period based on changes to the expected cash flows and related assumptions. During thethree months ended* June 30, 2025,there were contingent payments made of $0.1 million as a result of the Asset Acquisition. During thesix* months ended* June 30, 2025,there were contingent payments made of$12.5* million based on LTST's results for thefirst calendar year following closing and $0.1 million as a result of the Asset Acquisition. During thethree months ended* June 30, 2024,there wereno contingent payments made. During thesix* months ended* June 30, 2024,there were contingent payments made of $10.0 million based on AAT's results for thesecond* post-acquisition year. Of the $12.6 million paid for the contingent consideration liability during2025, $4.6 million was classified as financing cash flows and $8.0 million was classified as operating cash flows within the condensed consolidated statements of cash flows. Of the $10.0 million paid for the contingent consideration liability during2024, $7.0 million was classified as financing cash flows and $3.0 million was classified as operating cash flows within the condensed consolidated statements of cash flows. The fair value of the contingent consideration increased $0.7 million and $8.1 million related to a change in the fair value for the LTST contingent consideration for thethree months ended* June 30, 2025and2024,* respectively and $1.4 million and $8.8 million related to a change in the fair value for the LTST contingent consideration for thesix months ended* June 30, 2025and2024,* respectively. Additionally, contingent consideration increased $5.0 million for thesix months ended* June 30, 2025*as a result of the Asset Acquisition. The adjustment to the fair value of the contingent consideration liability was recorded as a component of general supplies and expenses within the condensed consolidated statements of operations. The contingent consideration liability is included in accounts payable and other long-term liabilities in our condensed consolidated balance sheets.

The following table provides a summary (in thousands) of the activity for the contingent consideration liability for2025:

December 31, 2024AdditionsAdjustments to fair market valuePaymentsJune 30, 2025
Contingent consideration$(27,794)$(5,000)$(1,418)$12,552$(21,660)

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Note 4.Segment Information

We have four reportable segments:

●Expedited: The Expedited reportable segment primarily provides truckload services to customers with high service freight and delivery standards, such as 1,000 miles in 22 hours, or 15-minute delivery windows. Expedited services generally require two-person driver teams on equipment either owned or leased by the Company.
●Dedicated: The Dedicated reportable segment provides customers with committed truckload capacity over contracted periods with the goal of three to five years in length. Equipment is either owned or leased by the Company. The Dedicated reportable segment also provides shuttle and switching services related to shuttling containers and trailers in or around freight yards and to/from warehouses for Dedicated customers.
●Managed Freight: The Managed Freight reportable segment includes our brokerage and transport management services (“TMS”). Brokerage services provide logistics capacity by outsourcing the carriage of customers’ freight to third parties. TMS provides comprehensive logistics services on a contractual basis to customers who prefer to outsource their logistics needs.
●Warehousing: The Warehousing reportable segment provides day-to-day warehouse management services to customers who have chosen to outsource this function. The Warehousing reportable segment also provides shuttle and switching services related to shuttling containers and trailers in or around freight yards and to/from warehouses for Warehousing customers.

The Company's chief operating decision maker ("CODM"), the Chief Executive Officer, evaluates the operating results through reportable segment operating income, which includes certain corporate overhead allocations directly attributable to each of the segments. We donot report our intersegment revenues by segment to our CODM and donot believe they are a meaningful metric for evaluating the performance of our reportable segments.

Each segment uses certain shared infrastructure and each segment is presented with its direct costs and an allocation of certain shared overhead costs. Insurance and claims expense is charged to the segments based on their historic claims experience and an allocation of current insurance premiums.

The CODM uses operating income for each segment in the annual budget and strategic planning process. The CODM considers budget-to-actual variances on a quarterly basis as well as month-over-month variances when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses segment operating income for evaluating pricing strategy, to assess the performance of each segment by comparing the results of each segment withone another, and in determining the compensation of certain employees.

The following table summarizes our total revenue by ourfour reportable segments, as used by our CODM in making decisions regarding allocation of resources etc., for thethree andsix months ended* June 30, 2025and2024*:

(in thousands)
Three Months Ended June 30, 2025ExpeditedDedicatedManaged FreightWarehousingConsolidated
Revenues
Freight revenue$83,229$90,166$77,550$25,587$276,532
Fuel surcharge revenue(1)14,07112,111-14026,322
Total revenue$97,300$102,277$77,550$25,727$302,854
Operating expenses:
Salaries, wages, and related expenses32,15342,0412,84412,350
Fuel expense14,33513,552-156
Operations and maintenance10,32211,3005631,534
Revenue equipment rentals and purchased transportation17,1369,23066,5581,173
Operating taxes and licenses3416529559
Insurance and claims6,7435,17025239
Communications and utilities-2248227
General supplies and expenses2256318854,742
Depreciation and amortization14,22222476
Loss on disposition of property and equipment, net-207--
Total allocated overhead8,5788,8352,1742,355
Segment operating expenses89,83496,06473,08823,811282,797
Segment operating income$7,466$6,213$4,462$1,916$20,057
Other (2)(8,494)
Total consolidated operating income11,563
Interest expense, net(2,470)
Income from equity method investment4,268
Income before income taxes$13,361
(in thousands)
Three Months Ended June 30, 2024ExpeditedDedicatedManaged FreightWarehousingConsolidated
Revenues
Freight revenue$88,918$81,853$60,366$25,375$256,512
Fuel surcharge revenue(1)19,09211,612-28130,985
Total revenue$108,010$93,465$60,366$25,656$287,497
Operating expenses:
Salaries, wages, and related expenses35,13536,1192,08611,563
Fuel expense16,74012,118-371
Operations and maintenance10,0049,247351,378
Revenue equipment rentals and purchased transportation17,4117,39950,9681,129
Operating taxes and licenses47929810750
Insurance and claims6,7764,06629202
Communications and utilities-995218
General supplies and expenses2195477544,353
Depreciation and amortization82,87421456
Gain on disposition of property and equipment, net-(85)--
Total allocated overhead8,4078,4772,6502,341
Segment operating expenses95,17981,15956,55822,761255,657
Segment operating income$12,831$12,306$3,808$2,895$31,840
Other (2)(16,263)
Total consolidated operating income15,577
Interest expense, net(3,799)
Income from equity method investment4,094
Income before income taxes$15,872
(in thousands)
Six Months Ended June 30, 2025ExpeditedDedicatedManaged FreightWarehousingConsolidated
Revenues
Freight revenue$163,478$172,246$134,400$49,627$519,751
Fuel surcharge revenue(1)28,51523,640-30352,458
Total revenue$191,993$195,886$134,400$49,930$572,209
Operating expenses:
Salaries, wages, and related expenses63,64281,4005,12223,777
Fuel expense29,27026,662-331
Operations and maintenance21,16521,9155062,683
Revenue equipment rentals and purchased transportation33,69717,574114,1892,251
Operating taxes and licenses6771,260661,349
Insurance and claims13,31710,163157446
Communications and utilities138718467
General supplies and expenses4691,1341,6759,146
Depreciation and amortization38,28943957
Loss on disposition of property and equipment, net-288--
Total allocated overhead16,69618,5544,6224,763
Segment operating expenses178,937187,626126,39846,170539,131
Segment operating income$13,056$8,260$8,002$3,760$33,078
Other (2)(13,888)
Total consolidated operating income19,190
Interest expense, net(5,327)
Income from equity method investment8,044
Income before income taxes$21,907
(in thousands)
Six Months Ended June 30, 2024ExpeditedDedicatedManaged FreightWarehousingConsolidated
Revenues
Freight revenue$175,518$154,448$123,283$50,948$504,197
Fuel surcharge revenue(1)37,96323,499-60162,063
Total revenue$213,481$177,947$123,283$51,549$566,260
Operating expenses:
Salaries, wages, and related expenses69,92267,6124,06323,682
Fuel expense34,55924,914-807
Operations and maintenance19,86818,1121802,718
Revenue equipment rentals and purchased transportation34,32115,273105,5712,430
Operating taxes and licenses952541231,287
Insurance and claims13,3297,654248399
Communications and utilities117511444
General supplies and expenses4481,1191,5008,350
Depreciation and amortization165,24042835
Gain on disposition of property and equipment, net-(38)--
Total allocated overhead16,36616,7165,1074,811
Segment operating expenses189,782157,318116,74545,763509,608
Segment operating income$23,699$20,629$6,538$5,786$56,652
Other (2)(36,740)
Total consolidated operating income19,912
Interest expense, net(7,137)
Income from equity method investment7,770
Income before income taxes$20,545
(1)The CODM does not receive fuel surcharge revenue and fuel expense individually, but is provided with fuel expense less fuel surcharge revenue (other than the fuel surcharge revenue we reimburse to independent contractors and other third parties which is included in purchased transportation), which we refer to as net fuel expense. The CODM uses net fuel expense to measure the effectiveness of our fuel surcharge program.
(2)Other represents indirect costs not directly attributable to any one reportable segment, amortization of intangible assets, and contingent consideration liability adjustments to match the information our CODM uses to evaluate the operating results of our reportable segments.

Balance sheet data by reportable segment isnot maintained by the Company.

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Note 5.Income Taxes

Income tax expense in both2025 and2024 varies from the amount computed by applying the federal corporate income tax rates of 21% to income before income taxes, primarily due to state income taxes, net of federal income tax effect, adjusted for permanent differences the most significant of which is the effect of the per diem pay structure for drivers, executive compensation disallowance, and excess tax benefits on share-based compensation. Drivers who meet the requirements to receive per diem receive non-taxable per-diem pay in lieu of a portion of their taxable wages. This per diem program increases our drivers' net pay per mile, after taxes, while decreasing gross pay, before taxes. As a result, salaries, wages, and related expenses are slightly lower and our effective income tax rate is higher than the statutory rate. Generally, as pre-tax income increases, the impact of the driver per diem program on our effective tax rate decreases, because aggregate per diem pay becomes smaller in relation to pre-tax income, while in periods where earnings are at or near breakeven the impact of the per diem program on our effective tax rate is significant. Due to the partially nondeductible effect of per diem pay, our tax rate will fluctuate in future periods based on fluctuations in earnings.

Our liability recorded for uncertain tax positions as of* June 30, 2025* is unchanged since* December 31, 2024*.

The net deferred tax liability of $114.1 million primarily relates to differences in cumulative book versus tax depreciation of property and equipment, partially off-set by net operating loss carryovers and insurance claims that have been reserved butnot paid. The carrying value of our deferred tax assets assumes that we will be able to generate, based on certain estimates and assumptions, sufficient future taxable income in certain tax jurisdictions to utilize these deferred tax benefits. If these estimates and related assumptions change in the future, we* maybe required to establish a valuation allowance against the carrying value of the deferred tax assets, which would result in additional income tax expense. On a periodic basis, we assess the need for adjustment of the valuation allowance. The Company has determined that a valuation allowance wasnot* necessary at* June 30, 2025* for its deferred tax assets since it is more likely thannot they will be realized from the future reversals of temporary differences. If these estimates and related assumptions change in the future, we* may*be required to modify our valuation allowance against the carrying value of the deferred tax assets.

The American Rescue Plan extended the reach of IRC Section162(m) to include compensation paid to theeight highest-paid individuals other than the chief executive officer and the chief financial officers (rather than thethree highest), however, this change isnot effective until2027. There isno material impact to the financial statements at this time.

We donot anticipate the Inflation Reduction Act (the "IRA") will have a significant impact on income tax expense or on other taxes. One of the most impactful provisions of the IRA includes the establishment of a Corporate Alternative Minimum Tax ("CAMT"). However, this tax only applies to corporations withthree-year average earnings in excess of*$1.0* billion. We will continue to monitor the CAMT each year to determine if we will become an applicable corporation. Additionally, the IRA enacted an excise tax on stock buybacks, which imposes a1% tax on stock buybacks, subject to netting provisions regarding stock awarded to employees as part of their compensation. We donot believe this will have a material impact on our active repurchase program.

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Note 6.Debt

Current and long-term debt and lease obligations consisted of the following as of* June 30, 2025* and* December 31, 2024*:

(in thousands) · June 30, 2025 · December 31, 2024
Current · Long-Term · Current · Long-Term
Borrowings under Credit Facility$-$24,557$-$-
Borrowings under the Draw Note----
Revenue equipment installment notes; weighted average interest rate of 5.2% at June 30, 2025, and 5.4% at December 31, 2024, due in monthly installments with final maturities at various dates ranging from February 2028 to June 2031, secured by related revenue equipment49,780173,78462,860170,629
Real estate notes; interest rate of 6.1% at June 30, 2025 and 6.3% at December 31, 2024 due in monthly installments with a fixed maturity at August 2035, secured by related real estate1,37915,7601,35016,456
Total debt51,159214,10164,210187,085
Principal portion of finance lease obligations, secured by related revenue equipment1,0322,5467513,192
Principal portion of operating lease obligations, secured by related real estate and revenue equipment10,79629,18810,34931,302
Total debt and lease obligations$62,987$245,835$75,310$221,579

We and substantially all of our subsidiaries are parties to the Third Amended and Restated Credit Agreement (the "Credit Facility") with Bank of America, N.A., as agent (the "Agent") and JPMorgan Chase Bank, N.A. (together with the Agent, the "Lenders"). The Credit Facility is a $110.0 million revolving credit facility, with an uncommitted accordion feature that, so long asno event of default exists, allows us to request an increase in the revolving credit facility of up to $75.0 million subject to Lender acceptance of the additional funding commitment. The Credit Facility includes a letter of credit sub facility in an aggregate amount of $105.0 million and a swing line sub facility in an aggregate amount equal to the greater of $10.0 million or 10% of the Lenders' aggregate commitments under the Credit Facility from time-to-time. The Credit Facility matures in* May 2027.*

Borrowings under the Credit Facility are classified as either "base rate loans" or "SOFR loans." Base rate loans accrue interest at a base rate equal to the greater of the Agent’s prime rate, the federal funds rate plus 0.5%, or SOFR for aone month period as of such day, plus an applicable margin ranging from 0.25% to 0.75%; while SOFR loans accrued interest at SOFR, plus an applicable margin ranging from 1.25% to 1.75%. The applicable rates are adjusted quarterly based on average pricing availability. The unused line fee is the product of 0.25% times the average daily amount by which the Lenders' aggregate revolving commitments under the Credit Facility exceed the outstanding principal amount of revolver loans and the aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The obligations under the Credit Facility are guaranteed by us and secured by a pledge of substantially all of our assets, with the notable exclusion of any real estate, revenue equipment pledged under other financing agreements, including revenue equipment installment notes and finance leases, and revenue equipment that we donot designate as being included in the borrowing base.

Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A)$110.0 million, minus the sum of the stated amount of all outstanding letters of credit; or (B) the sum of (i)87.5% of eligible accounts receivable, plus (ii) the least of (a)85% of the appraised net orderly liquidation value of eligible revenue equipment, (b)100% of the net book value of eligible revenue equipment, (c)60.0% of the Lenders' aggregate revolving commitments under the Credit Facility, or (d) $65.0 million.

We had $24.6 million borrowings outstanding under the Credit Facility as of* June 30, 2025*, undrawn letters of credit outstanding of approximately $19.9 million, and available borrowing capacity of $65.5 million. As of* June 30, 2025*, there were $6.6 million base rate and $18.0 million SOFR loans. Based on availability as of* June 30, 2025* and2024, there wasno fixed charge coverage requirement.

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The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility* maybe accelerated, and the Lenders' commitments may*be terminated. If an event of default occurs under the Credit Facility and the Lenders cause, or have the ability to cause, all of the outstanding debt obligations under the Credit Facility to become due and payable, this could result in a default under other debt instruments that contain acceleration or cross-default provisions. The Credit Facility contains certain restrictions and covenants relating to, among other things, debt, dividends, liens, acquisitions and dispositions outside of the ordinary course of business, and affiliate transactions. Failure to comply with the covenants and restrictions set forth in the Credit Facility could result in an event of default.

Pricing for the revenue equipment installment notes is quoted by the respective financial affiliates of our primary revenue equipment suppliers and other lenders at the funding of each group of equipment acquired and include fixed annual rates for new equipment under retail installment contracts. The notes included in the funding are due in monthly installments with final maturities at various dates ranging from* February 2028* to* June 2031*. The notes contain certain requirements regarding payment, insuring of collateral, and other matters, but donot have any financial or other material covenants or events of default except certain notes totaling $22.7 million are cross-defaulted with the Credit Facility. Additional borrowings from the financial affiliates of our primary revenue equipment suppliers and other lenders are expected to be available to fund new tractors expected to be delivered in2025, while any other property and equipment purchases, including trailers, are expected to be funded with a combination of available cash, notes, operating leases, finance leases, and/or from the Credit Facility.

In* August 2015,we financed a portion of the purchase of our corporate headquarters, a maintenance facility, and certain surrounding property in Chattanooga, Tennessee by entering into a $28.0 million variable rate note with athird*-party lender. The note contains certain restrictions and covenants that are usual and customary for a note of this nature. Failure to comply with the covenants and restrictions set forth in the note could result in an event of default. Concurrently with entering into the note, we entered into an interest rate swap to effectively fix the related interest rate to 4.2%. We expect to be in compliance with our debt covenants for the next12 months.

In connection with the settlement of a dispute related to the sale of Transport Financial Services (the "TFS Settlement"), in* September 2020,TBK Bank, SSB, as lender and agent for Triumph (“TBK Bank”), provided the Company with a $45 million line of credit (the “Draw Note”), the proceeds of which are to be used solely to satisfy our indemnification obligations under the TFS Settlement. We mayborrow pursuant to the Draw Note until September 23, 2025.*

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Note 7.Lease Obligations

The finance leases in effect at* June 30, 2025* terminate from* June 2028* through* November 2033* and contain guarantees of the residual value of the related equipment by us.

A summary of our lease obligations at* June 30, 2025and2024* are as follows:

(dollars in thousands)Three Months EndedThree Months EndedSix Months EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Finance lease cost:
Amortization of right-of-use assets$218$123$437$246
Interest on lease liabilities120222243421
Operating lease cost3,9933,3257,8346,959
Variable lease cost17125(68)149
Short-term lease cost1,4739142,6791,974
Total lease cost$5,821$4,709$11,125$9,749
Other information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases120222243421
Operating cash flows from operating leases3,0262,5056,0465,435
Financing cash flows from finance leases185203365365
Right-of-use assets obtained in exchange for new finance lease liabilities-5-815
Right-of-use assets obtained in exchange for new operating lease liabilities1,4848,9704,3598,970
Weighted-average remaining lease term—finance leases (in years)4.53.7
Weighted-average remaining lease term—operating leases (in years)4.04.7
Weighted-average discount rate—finance leases12.8%13.4%
Weighted-average discount rate—operating leases8.9%9.2%

As of* June 30, 2025* and* December 31, 2024*, right-of-use assets of $38.0 million and $40.0 million for operating leases and $3.2 million and $4.6 million for finance leases, respectively, are included in net property and equipment in our condensed consolidated balance sheets. Operating lease right-of-use asset amortization is included in revenue equipment rentals and purchased transportation and general supplies and expenses, depending on the underlying asset, in the condensed consolidated statement of operations. Amortization of finance leased assets is included in depreciation and amortization expense in the condensed consolidated statement of operations.

Our future minimum lease payments as of* June 30, 2025*, are summarized as follows by lease category:

(in thousands)OperatingFinance
2025 (1)6,673$606
202613,4681,212
202711,9211,212
20286,327930
20293,703340
Thereafter4,563531
Total minimum lease payments$46,655$4,831
Less: amount representing interest(6,671)(1,253)
Present value of minimum lease payments$39,984$3,578
Less: current portion(10,796)(1,032)
Lease obligations, long-term$29,188$2,546

(1) Excludes thesix months ended* June 30, 2025*.

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Note 8.Stock-Based Compensation

Our Third Amended and Restated2006 Omnibus Incentive Plan, as amended (the "Incentive Plan") governs the issuance of equity awards and other incentive compensation to management and members of the Board of Directors (the "Board"). The Incentive Plan includes (i) a fungible share reserve feature, under which shares subject to stock options and stock appreciation rights will be counted asone share for every share granted and shares subject to all other awards will be counted as 1.80 shares for every share granted, (ii) a double-trigger vesting requirement upon a change in control, and (iii) a maximum award granted or payable to anyone participant under the Incentive Plan for a calendar year of 1,000,000 shares of Class A common stock or $4,000,000, in the event the award is paid in cash.

The Incentive Plan permits annual awards of shares of our Class A common stock to executives, other key employees, consultants, non-employee directors, and eligible participants under various types of options, restricted stock, or other equity instruments. As of* June 30, 2025*, there were 1,787,975 shares available for award under the Incentive Plan.No awards* maybe made under the Incentive Plan after May 1, 2033.*To the extent available, we have issued treasury stock to satisfy all share-based incentive plans.

Included in salaries, wages, and related expenses within the condensed consolidated statements of operations is stock-based compensation expense of $0.7 million and $0.6 million for the three months ended* June 30, 2025* and2024, respectively, and expense of $1.5 million and $1.3 million for thesix months ended* June 30, 2025and2024*, respectively. Included in general supplies and expenses within the condensed consolidated statements of operations is stock-based compensation expense for non-employee directors of $0.2 million for each of thethree months ended* June 30, 2025* and2024 and $0.4 million for each of thesix months ended* June 30, 2025and2024*. Of the stock compensation expense recorded for thethree months ended* June 30, 2025* and2024, $0.7 million and $0.6 million relates to restricted shares, respectively, and, for thesix months ended* June 30, 2025and2024*, $1.5 million and $0.7 million relates to restricted shares, respectively. There wereno unvested employee stock options or related stock compensation expense for thesix months ended* June 30, 2025*. For thesix months ended* June 30, 2024,*$0.6 million of the stock compensation expense recorded related to unvested employee stock options.

The Incentive Plan allows participants to pay the federal and state minimum statutory tax withholding requirements related to awards that vest or allows participants to deliver to us shares of Class A common stock having a fair market value equal to the minimum amount of such required withholding taxes. To satisfy withholding requirements for shares that vested through* June 30, 2025*, certain participants elected to forfeit receipt of an aggregate of 22,790 shares of Class A common stock at a weighted average per share price of $26.69 based on the closing price of our Class A common stock on the dates the shares vested in2025, in lieu of the federal and state minimum statutory tax withholding requirements. We remitted $0.6 million to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements.

Note 9.Commitments and Contingencies

From time-to-time, we are a party to ordinary, routine litigation arising in the ordinary course of business, most of which involves claims for personal injury and/or property damage incurred in connection with the transportation of freight.

We had $19.9 million and $19.8 million of outstanding and undrawn letters of credit as of* June 30, 2025* and* December 31, 2024*. The letters of credit are maintained primarily to support our insurance programs. Additionally, we had $45.0 million of availability on a line of credit from Triumph solely to fund any indemnification owed to Triumph in relation to the TFS Settlement. As of* June 30, 2025* the remaining contingent liability was $0.4 million.

Note 10.Equity Method Investment

We own a 49.0% interest in Transport Enterprise Leasing, LLC ("TEL"), a tractor and trailer equipment leasing company and used equipment reseller. There isno loss limitation on our49.0% interest in TEL. We havenot guaranteed any of TEL's debt and haveno obligation to provide funding, services, or assets. There areno current put rights to purchase or sell with any owners. TEL’s majority owners are generally restricted from transferring their interests in TEL, other than to certain permitted transferees, without our consent. There areno third-party liquidity arrangements, guarantees, and/or other commitments that* may*affect the fair value or risk of our interest in TEL.

As of* June 30, 2025*, we had a revenue equipment operating lease liability to TEL of $9.0 million. During the quarter ended* March 31, 2024,we sold revenue equipment to TEL in exchange for the assumption of the related notes payable of $26.2 million and $0.5 million of cash.No other transactions with TEL were material for thethree* orsix months ended* June 30, 2025and2024*.

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We have accounted for our investment in TEL using the equity method of accounting, and thus our financial results include our proportionate share of TEL's2025 net income through* June 30, 2025*, or $8.0 million.

Our accounts receivable from TEL, accounts payable to TEL, and investment in TEL as of* June 30, 2025* and* December 31,*2024 are as follows (in thousands):

Description: · Balance Sheet Line Item: · June 30, 2025 · December 31, 2024
Accounts receivable from TELDriver advances and other receivables$12$-
Accounts payable to TELAccrued expenses$551$275
Investment in TELOther assets$83,980$77,405
Operating lease obligationsCurrent and long-term portion of operating lease obligations$8,951$10,092

Our accounts receivable from TEL related to cash disbursements made pursuant to our performance of certain back-office and maintenance functions on TEL’s behalf.

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Note 11.Goodwill, Intangibles, and Other Assets

During thesix months ended* June 30, 2025*we acquired an $11.2 million customer relationship for the Dedicated reportable segment through the Asset Acquisition.

The Landair Holdings, Inc. ("Landair") trade name has a residual value of $0.5 million.

Amortization expense of $5.1 million and $4.7 million for thesix months ended* June 30, 2025and2024*, respectively, was included in depreciation and amortization in the condensed consolidated statements of operations.

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A summary of other intangible assets as of* June 30, 2025* and* December 31, 2024* is as follows:

(in thousands)June 30, 2025
Gross intangible assetsAccumulated amortizationNet intangible assetsRemaining life (months)
Trade name:
Dedicated$4,502$(2,584)$1,918
Managed Freight1,089(919)170
Warehousing999(885)114
Total trade name6,590(4,388)2,20292
Non-compete agreement:
Dedicated4,670(2,530)2,140
Managed Freight380(174)206
Total non-compete agreement5,050(2,704)2,34622
Customer relationships:
Dedicated71,369(14,457)56,912
Managed Freight7,312(2,459)4,853
Warehousing12,436(7,254)5,182
Total customer relationships:91,117(24,170)66,947140
Credentialing:
Expedited32,000(7,289)24,711
Total credentialing32,000(7,289)24,711139
Total other intangible assets$134,757$(38,551)$96,206135
(in thousands)December 31, 2024
Gross intangible assetsAccumulated amortizationNet intangible assetsRemaining life (months)
Trade name:
Dedicated$4,502$(2,479)$2,023
Managed Freight1,089(910)179
Warehousing999(885)114
Total trade name6,590(4,274)2,31698
Non-compete agreement:
Dedicated4,670(1,946)2,724
Managed Freight380(127)253
Total non-compete agreement5,050(2,073)2,97728
Customer relationships:
Dedicated60,172(12,142)48,030
Managed Freight7,312(1,987)5,325
Warehousing12,436(6,736)5,700
Total customer relationships:79,920(20,865)59,055149
Credentialing:
Expedited32,000(6,222)25,778
Total credentialing32,000(6,222)25,778145
Total other intangible assets$123,560$(33,434)$90,126142

The expected amortization of these assets for the nextfive successive years is as follows:

(in thousands)
2025 (1)5,304
202610,608
20279,798
20289,340
20299,328
Thereafter51,328

(1) Excludes thesix months ended* June 30, 2025*.

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There wereno changes to the carrying amount of goodwill from $78.9 million at* December 31, 2024*. A summary of the carrying amount of goodwill is as follows:

(in thousands)
ExpeditedDedicatedManaged FreightWarehousing
Balance at June 30, 2025$15,699$32,575$8,917$21,750

At* June 30, 2025,our insurance program involves self-insurance to certain risk retention levels. We accrue claims above our self-insured retention and record a corresponding receivable for the amounts we expect to collect from insurers upon settlement of such claims. We have $17.9 million and $0.6 million as other long-term receivables and as a corresponding accrual in the long-term portion of insurance and claims accruals on our condensed consolidated balance sheet for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will pay their portion of such claims at June 30, 2025and December 31, 2024,*respectively.

Note 12.Equity

On* December 31, 2024,after market close, the Company effected a 2 for1* forward split on its Class A common stock and Class B common stock outstanding in the form of a stock dividend, under which each stockholder of the Company’s Class A common stock on that date receivedone additional share of the Company’s $0.01 par value Class A common stock for everyone share owned and each stockholder of the Company’s Class B common stock on that date receivedone additional share of the Company’s $0.01 par value Class B common stock for everyone share owned. All share and per share amounts presented in this Quarterly Report on Form10-Q, including with respect to dividends and in the financial statement and notes hereto have been adjusted for the stock split.

On* February 13, 2024,our Board declared a cash dividend of $0.055 per share which was paid on March 29, 2024,to stockholders of record on March 1, 2024.On May 15, 2024,our Board declared a cash dividend of $0.055 per share which was paid on June 28, 2024,to stockholders of record on June 7, 2024.On August 14, 2024,our Board declared a cash dividend of $0.055 per share which was paid on September 27, 2024,to stockholders of record on September 6, 2024.On November 21, 2024,our Board declared a cash dividend of $0.055 per share which was paid on December 27, 2024,to stockholders of record on December 6, 2024.*

On* February 10, 2025,our Board declared a cash dividend of $0.07 per share which was paid on March 28, 2025,to stockholders of record on March 7, 2025.On May 14, 2025,our Board declared a cash dividend of $0.07 per share which was paid on June 27, 2025,to stockholders of record on June 6, 2025.*

On* April 23, 2025,our Board approved a stock repurchase authorization of up to $50.0 million of our Class A common stock. Under such authorization, we repurchased approximately 1.6 million shares of our Class A common stock for $35.2 million during thethree* months ended* June 30, 2025**.*

Note 13.Subsequent Events

On* July 4, 2025,President Trump signed The One Big Beautiful Bill Act ("OBBBA") into law. The OBBBA, among other things, includes provisions for accelerated tax depreciation, domestic research and development cost expensing, modifications to the net interest deduction limitations, and the rollback of certain alternative energy provisions. The Company is still evaluating the impacts of the bill that is effective forQ3* 2025 financial reporting. At this time, the Company is still determining the implications from the passage of this legislation.

On* July 17, 2025,TBK Bank reimbursed us $3.8 million of the $37.3 million of indemnification payments we made pursuant to the TFS Settlement between2020* and2023.

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