COVENANT LOGISTICS GROUP, INC.

DECEMBER 31, 2025 and 2024

Nature of Business

Covenant Logistics Group, Inc., a Nevada holding company, together with its wholly owned subsidiaries offers transportation and logistics services to customers throughout the continental United States.

Principles of Consolidation

The consolidated financial statements include the accounts of Covenant Logistics Group, Inc., a holding company incorporated in the state of Nevada in1994, and its wholly owned subsidiaries: Covenant Transport, LLC, a Tennessee limited liability company d/b/a Covenant Logistics; Star Logistics Solutions, LLC, a Tennessee limited liability company ("Star"); Covenant Transport Solutions, LLC, a Nevada limited liability company ("Solutions"); Covenant Logistics, Inc., a Nevada corporation; Covenant Asset Management, LLC, a Nevada limited liability company; CTG Leasing Company, a Nevada corporation ("Leasing"); IQS Insurance Risk Retention Group, Inc., a Vermont corporation; Landair Holdings, Inc., a Tennessee corporation (collectively "Landair"); Landair Transport, LLC, a Tennessee limited liability company; Landair Logistics, LLC, a Tennessee limited liability company; Landair Leasing, Inc., a Tennessee corporation; AAT Carriers, Inc., a Tennessee corporation ("AAT"), Lew Thompson & Son Trucking, LLC, an Arkansas limited liability company, Lew Thompson & Son Leasing, LLC, an Arkansas limited liability company, Lew Thompson & Son Dedicated Leasing LLC, an Arkansas limited liability company, Josh Thompson Trucking, LLC, an Arkansas limited liability company, Sims Transport Services LLC, a Georgia limited liability company, and Transport Management Services, LLC, a Tennessee limited liability company.

References in this report to "it," "we," "us," "our," the "Company," and similar expressions refer to Covenant Logistics Group, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Ourfour reportable segments are:

The following table summarizes our revenue by ourfour reportable segments, at the service offering level, as used by our chief operating decision maker in making decisions regarding allocation of resources, etc., for the years ended* December 31, 2025*,2024, and2023:

Investment in Transport Enterprise Leasing, LLC

Transport Enterprise Leasing, LLC ("TEL") is a tractor and trailer equipment leasing company and used equipment reseller. We evaluated our investment in TEL to determine whether it should be recorded on a consolidated basis. Our percentage of ownership interest (49%), an evaluation of control, and whether a variable interest entity ("VIE") existed were all considered in our consolidation assessment. Based on the analysis, the Company isnot the primary beneficiary of TEL and TEL shouldnot be consolidated. We have accounted for our investment in TEL using the equity method of accounting given our 49% ownership interest and ability to exercise significant influence over operating and financial policies. Under the equity method, the cost of our investment is adjusted for our share of equity in the earnings of TEL and reduced by distributions received and our proportionate share of TEL's net income is included in our earnings.

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On a periodic basis, we assess whether there are any indicators that the fair value of our investment in TEL* maybe impaired. The investment is impaired only if the estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss would be measured as the excess of the carrying amount of the investment over the fair value of the investment. As a result of TEL's earnings,no impairment indicators were noted that would provide for impairment of our investment during the years ended December 31, 2025*,2024, and2023.

Risks and Uncertainties

Our insurance program includes multi-year policies with specific insurance limits that* maybe eroded over the course of the policy term. If that occurs, we will be operating with less liability coverage insurance at various levels of our insurance tower and mayincur additional premiums. For the policy period that ran from April 1, 2018to March 31, 2021,the aggregate limits available in the coverage layer $9.0 million in excess of $1.0 million were fully eroded based on claims expense. We replaced our$9.0* million in excess of*$1.0* million layer with a new $7.0 million in excess of $3.0 million policy that we continue to maintain. Due to the erosion of the*$9.0* million in excess of*$1.0* million layer, any adverse developments in claims filed between* April 1, 2018and March**31,* 2021, could result in additional expense accruals. As of* December 31, 2025,there wereno* outstanding claims in this layer. We have maintained our retention and limits set in place during the prior renewal cycle. Due to these developments, we* may*experience additional expense accruals, increased insurance and claims expenses, and greater volatility in our insurance and claims expenses, which could have a material adverse effect on our business, financial condition, and results of operations.

Revenue Recognition

Revenue, drivers' wages, and other direct operating expenses generated by our Expedited and Dedicated reportable segments are recognized proportionally as the transportation service is performed based on the percentage of miles completed as of the period end. Revenue is recognized on a gross basis at amounts charged to our customers because we control and are primarily responsible for the fulfillment of the promised service. Revenue includes transportation revenue, fuel surcharges, loading and unloading activities, equipment detention, and other accessorial services.

Revenue generated by our Managed Freight reportable segment is recognized proportionally as the services are provided based on the percentage of completion method using the estimated time elapsed as of the period end. Revenue is recorded on a gross basis, without deductingthird-party purchased transportation costs, as we act as a principal with substantial risks as primary obligor. Revenue for the Warehousing reportable segment is generally recognized as the service is performed, based upon a weekly rate.

There areno assets or liabilities recorded in conjunction with revenue recognized, other than accounts receivable and allowance for credit losses. We recognized in-process revenue of $1.1 million, $0.7 million, and $1.1 million for the years ended* December 31, 2025*,2024, and2023, respectively. We had accounts receivable, net of allowance for credit losses, of $151.8 million, $141.6 million, and $142.5 million at* December 31, 2025*,2024, and2023, respectively.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make decisions based upon estimates, assumptions, and factors we consider as relevant to the circumstances. Such decisions include the selection of applicable accounting principles and the use of judgment in their application, the results of which impact reported amounts and disclosures. Changes in future economic conditions or other business circumstances* may*affect the outcomes of our estimates and assumptions. Accordingly, actual results could differ from those anticipated.

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Cash and Cash Equivalents

We consider all highly liquid investments with a maturity ofthree months or less at acquisition to be cash equivalents. Additionally, we are also subject to concentrations of credit risk related to deposits in banks in excess of the Federal Deposit Insurance Corporation limits. At* December 31, 2025*, we had $5.9 million in excess of the Federal Deposit Insurance Corporation insured limits.

Accounts Receivable and Concentration of Credit Risk

We extend credit to our customers in the normal course of business, which are generally due within30-45 days of the services performed, however, we have extended terms of up to120 days with a small number of larger customers. We perform ongoing credit evaluations and generally donot require collateral. Trade accounts receivable are recorded at their invoiced amounts, net of allowance for credit losses. We evaluate the adequacy of our allowance for credit losses quarterly. Accounts outstanding longer than contractual payment terms are considered past due and are reviewed individually for collectability. We maintain reserves for potential credit losses based upon loss history, specific receivables aging analysis, and other factors, including those related to current market conditions and events. Receivable balances are written off when collection is deemed unlikely.

Accounts receivable are comprised of a diversified customer base that mitigates the level of concentration of credit risk. During2025,2024, and2023, our topten customers generated 44%,45%, and 44% of total revenue, respectively. There wasone customer in2025,2024, and2023 that accounted for more than10% of our consolidated revenue. The carrying amount reported in the consolidated balance sheet for accounts receivable approximates fair value based on the fact that the receivables collection averaged approximately44 days and49 days in2025 and2024, respectively.

The following table provides a summary (in thousands) of the activity in the allowance for credit losses for2025,2024, and2023:

Inventories and Supplies

Inventories and supplies consist of parts, tires, fuel, and supplies. Tires on new revenue equipment are capitalized as a component of the related equipment cost when the tractor or trailer is placed in service and recognized through depreciation over the life of the vehicle. Replacement tires and parts on hand at year end are recorded at the lower of cost or net realizable value with cost determined using thefirst-in,first-out (FIFO) method. Replacement tires are expensed when placed in service.

Assets Held for Sale

Assets held for sale include property and revenue equipmentno longer utilized in continuing operations which are available and held for sale. Assets held for sale areno longer subject to depreciation, and are recorded at the lower of depreciated book value or fair market value less selling costs. We periodically review the carrying value of these assets for possible impairment. During thefourth quarter of2025 we recognized an asset held-for-sale write-down of $6.5 million, which is included in write-down of held-for-sale assets in the consolidated statements of operations, reducing assets to their current fair market value less costs to sell. We expect to sell these assets withintwelve months.

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 that range from 0% to 35% of their cost, depending on the reportable segment profile of the equipment. 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 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* December 31, 2025,we made the decision to sell certain subsets of our revenue equipment and classified such equipment as held-for-sale. As such, we recognized an asset held-for-sale write-down of $6.5 million, which is included in write-down of held-for-sale assets in the consolidated statements of operations reducing assets to their current fair market value less costs to sell. We also increased the rate of depreciation on certain units during the quarter ended December 31, 2025,in anticipation of exiting unprofitable business relationships and moderately reducing our total truckload fleet (while growing the most profitable components) which resulted in an additional $2.2 million of depreciation expense. During the quarter ended June 30, 2024,we performed a review of our estimates for certain subsets of revenue equipment and, due to a weak used revenue equipment market, we increased the rate of depreciation on these units in the period. This change resulted in an additional $6.4 million of depreciation expense during the year ended December 31, 2024.Changes in the useful life or salvage value estimates, or fluctuations in market values that arenot* reflected in our estimates, could have a material effect on our results of operations.

We lease certain revenue equipment under finance and operating leases with terms of approximately 48 to 84 months. Amortization of assets under finance and operating leases are included in depreciation and amortization expense and revenue and equipment rentals and purchased transportation, respectively.

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A portion of our tractors are protected by binding trade-back agreements with the manufacturers. The remainder of our tractors and substantially all of our owned trailers are subject to fluctuations in market prices for used revenue equipment. Moreover, our trade-back agreements are contingent upon reaching acceptable terms for the purchase of new equipment. Declines in the price of used revenue equipment or failure to reach agreement for the purchase of new tractors with the manufacturers issuing trade-back agreements could result in impairment of, or losses on the sale of, revenue equipment.

Goodwill and Other Intangible Assets

We classify intangible assets intotwo categories: (i) goodwill and (ii) intangible assets with finite lives subject to amortization. We determine the useful lives of our identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement, the history of the asset, our long-term strategy for the use of the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have finite lives are amortized, generally on a straight-line basis, over their remaining useful lives, ranging from 3 to 17 years.

Impairment of Goodwill and Other Intangible Assets

We test goodwill for impairment annually and whenever events or changes in circumstances indicate that impairment* mayhave occurred. We test intangible assets with finite lives for impairment if conditions exist that indicate the carrying value may**not* be recoverable. Such conditions* mayinclude an economic downturn in a geographic market or a change in the assessment of future operations. We record an impairment charge when the cost exceeds the fair value of the finite lived intangible asset. We mayelect to perform an assessment of qualitative factors to determine whether it is more likely thannot* that the fair value of a reporting unit is less than the reporting unit's carrying amount, including goodwill. When performing the qualitative assessment, the Company considers the impact of factors including, butnot limited to, macroeconomic and industry conditions, overall financial performance of each reporting unit, litigation and new legislation. If based on the qualitative assessments, the Company believes it more likely thannot that the fair value of a reporting unit is less than the reporting unit's carrying amount, or periodically as deemed appropriate by management, the Company will prepare an estimation of the respective reporting unit's fair value utilizing a quantitative approach.

If the estimation of fair value indicates that impairment potentially exists, the Company will then measure the amount of the impairment, if any. Goodwill impairment exists when the estimated implied fair value of goodwill is less than its carrying value. Changes in strategy or market conditions could significantly impact these fair value estimates and require adjustments to recorded asset balances. The Company conducted its annual impairment assessments and tests of goodwill for each reporting unit as of* October 1,2025. As a result of the goodwill impairment analysis performed ( October 1,2025), the Company determined that the goodwill wasnot impaired. However, subsequent to such analysis, we experienced market conditions and changes to capital expenditure expectations that contributed to a reduction in projected future cash flows within our legacy Dedicated reporting unit. As a result of these factors, during thethree months ended December 31, 2025,*we performed an interim quantitative goodwill impairment test that resulted in a partial impairment of goodwill of $10.7 million within the Dedicated reportable segment for the legacy Dedicated reporting unit.

Impairment of Long-Lived Assets

Pursuant to applicable accounting standards, revenue equipment and other long-lived assets are tested for impairment whenever an event occurs that indicates impairment* mayexist. Expected future cash flows are used to analyze whether an impairment has occurred. If the sum of expected undiscounted cash flows is less than the carrying value of the long-lived asset, then an impairment loss is recognized. We measure the impairment loss by comparing the fair value of the asset to its carrying value. Fair value is determined based on a discounted cash flow analysis or the appraised value of the assets, as appropriate. There wereno* events that lead to an impairment of long-lived assets during the years ended* December 31, 2025,*2024, and2023.

Accrued Expenses

Accrued expenses as of* December 31, 2025*, were $62.0 million of which $27.0 million related to accrued payroll and related items, $8.0 million related to accrued insurance premiums, and $6.5 million related to accrued purchased transportation. As of* December 31,*2024, accrued expenses were $51.3 million of which $26.9 million related to accrued payroll and related items and $4.7 million related to accrued purchased transportation.

Insurance and Other Claims

The primary claims arising against us consist of auto liability (personal injury and property damage), workers' compensation, cargo, commercial liability, and employee medical expenses. At* December 31, 2025*, our insurance program involves self-insurance with the following risk retention levels (before giving effect to any commutation of an auto liability policy):

Due to our significant self-insured retention amounts, we have exposure to fluctuations in the number and severity of claims and to variations between our estimated and actual ultimate payouts. We record a liability for the estimated cost of the uninsured portion of pending claims and the estimated allocated loss adjustment expenses including, legal and other direct costs associated with a claim, when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. Estimates require judgments concerning the nature and severity of the claim, historical trends, advice fromthird-party administrators and insurers, the size of any potential damage award based on factors such as the specific facts of individual cases, the jurisdictions involved, the prospect of punitive damages, future medical costs, and inflation estimates of future claims development, and the legal and other costs to settle or defend the claims. We have significant exposure to fluctuations in the number and severity of claims. If there is an increase in the frequency or severity of claims, or we are required to accrue or pay additional amounts if the claims prove to be more severe than originally assessed, or any of the claims exceed the limits of our insurance coverage, our profitability could be adversely affected by increased insurance and claims expense.

In addition to estimates within our self-insured retention layers, we also must make judgments concerning claims where we havethird-party insurance and for claims outside our coverage limits. Upon settling claims and expenses associated with claims where we havethird-party coverage, we are generally required to initially fund payment to the claimant and seek reimbursement from the insurer. We had $5.1 million and $1.1 million receivables from insurers for claims and expenses we paid on behalf of insurers at* December 31, 2025* and2024, respectively, which are included in drivers' advances and other receivables on our consolidated balance sheet. Additionally, we accrue claims above our self-insured retention and record a corresponding receivable for amounts we expect to collect from insurers upon settlement of such claims. We have $14.6 million and $0.6 million as other long-term assets and as a corresponding accrual in the long-term portion of insurance and claims accruals on our consolidated balance sheet for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will provide their portion of such claims at* December 31, 2025* and2024, respectively. We evaluate collectability of the receivables based on the credit worthiness and surplus of the insurers, along with our prior experience and contractual terms with each. If any claim occurrence were to exceed our aggregate coverage limits, we would have to accrue for the excess amount. Our critical estimates include evaluating whether a claim* may*exceed such limits and, if so, by how much.

We also make judgments regarding the ultimate benefit versus risk of commuting certain periods within our auto liability policy. If we commute a policy, we assume 100% risk for covered claims in exchange for a policy refund.

Our prior auto liability policies have sometimes included a release premium refund or commutation option that we have sometimes exercised, although we donot have either of these options in our current policies. Management cannot predict whether ornot future claims or the development of existing claims will justify a commutation of other policy periods, and accordingly,no related amounts were recorded at* December 31, 2025* or2024. We carry excess policy layers above the primary auto liability policy described above.

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Interest

We capitalize interest on major projects during construction. Interest is capitalized based on the average interest rate on related debt. Capitalized interest was $0.3 million, less than $0.1 million, and $0.3 million in2025,2024, and2023, respectively.

Fair Value of Financial Instruments

Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, available-for-sale securities, accounts payable, debt, and interest rate swaps. The carrying amount of cash and cash equivalents, 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 at* December 31, 2025*, as the weighted average interest rate on these notes approximates the market rate for similar debt. Borrowings under our revolving Credit Facility approximate fair value due to the variable interest rate on the facility. The fair value of our interest rate swap agreement 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.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We have reflected the net liability after offsetting our deferred tax assets and liabilities in the deferred income taxes line in the accompanying consolidated balance sheets. We believe the future tax deductions will be realized principally through future reversals of existing taxable temporary differences and future taxable income, except for when a valuation allowance has been provided as discussed in Note12.

In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management's evaluation of the facts, circumstances, and information available at the reporting dates. For those tax positions where it is more likely thannot that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it isnot more likely thannot that a tax benefit will be sustained,no tax benefit has been recognized in the financial statements. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.

Our policy is to recognize income tax benefit arising from the exercise of stock options and restricted share vesting based on the ordering provisions of the tax law as prescribed by the Internal Revenue Code, including indirect tax effects, if any.

Lease Accounting

At the commencement date of a new lease agreement with contractual terms longer thantwelve months, we recognize an asset and a lease liability on the balance sheet and categorize the lease as either finance or operating. Certain lease agreements have lease and non-lease components, and we have elected to account for these components separately.

Right-of-use assets and lease liabilities are initially recorded based on the present value of lease payments over the term of the lease. When the rate implicit in the lease is readily determinable, this rate is used for calculating the present value of remaining lease payments; otherwise, our incremental borrowing rate is used. The incremental borrowing rate represents an estimate of the interest rate we would incur at the lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Right-of-use assets also include prepaid lease expenses and initial direct costs of executing the leases, which are reduced by landlord incentives. Options to extend or terminate a lease agreement are included in or excluded from the lease term, respectively, when those options are reasonably certain to be exercised. Right-of-use assets are tested for impairment in the same manner as long-lived assets.

Finance lease obligations are utilized to finance a portion of our revenue equipment and are entered into with certain finance companies who arenot parties to our Credit Facility and* maycontain guarantees of the residual value of the related equipment by us. As such, the residual guarantees are included in the related debt balance as a balloon payment at the end of the related term as well as included in the future minimum finance lease payments. These lease agreements require us to pay personal property taxes, maintenance, and operating expenses. Our operating lease obligations donot* typically include residual value guarantees or material restrictive covenants.

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Right-of-use assets are included in net property and equipment. For finance leases, right-of-use assets are amortized on a straight-line basis over the shorter of the expected useful life or the lease term, and the carrying amount of the lease liability is adjusted to reflect interest expense, which is recorded in interest expense, net. Operating lease right-of-use assets are amortized over the lease term on a straight-line basis, and the lease liability is measured at the present value of the remaining lease payments. Variable lease paymentsnot included in the lease liability for mileage charges on leased revenue equipment are expensed as incurred. Operating lease costs are recognized on a straight-line basis over the term of the lease within operating expenses.

Capital Structure

The shares of Class A and B common stock are substantially identical except that the Class B shares are entitled totwo votes per share and immediately convert to Class A shares if beneficially owned by anyone other than our Chief Executive Officer or certain members of his immediate family, while Class A shares are entitled toone vote per share. The terms of any future issuances of preferred shares will be set by our Board.

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.

The following table sets forth the calculation of net income per share included in the consolidated statements of operations for each of thethree years ended* December 31:*

There wereno unvested shares excluded from the calculation of diluted earnings per share as the effect of any assumed exercise of the related awards wouldnot have been anti-dilutive for the years ended* December 31,2025,2024, and2023. There wereno unvested options excluded from the calculation of diluted earnings per share since the effect of any assumed exercise of the related awards would be anti-dilutive for the years ended December 31,*2025,2024, and2023, respectively.

Stock-Based Employee Compensation

We issue several types of stock-based compensation, including awards that vest based on service, market, and performance conditions or a combination of the conditions. Performance-based and market-based awards vest contingent upon meeting certain performance or market criteria, respectively, established by the Compensation Committee of the Board. All awards require future service. For performance-based awards, determining the appropriate amount to expense in each period is based on likelihood and timing of achieving the stated targets for performance-based awards and requires judgment, including forecasting future financial results. The estimates are revised periodically based on the probability and timing of achieving the required performance and adjustments are made as appropriate. Awards that are only subject to time vesting provisions are amortized using the straight-line method.

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Recent Accounting Pronouncements

Accounting Standardsnot* yet adopted*

In* September 2025**,* the Financial Accounting Standards Board ("FASB") issued ASU2025-06*,* Intangibles - Goodwill and Other - Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software. The amendments in the standard remove all previous references to project stages and clarify the threshold entities apply to begin capitalizing costs. The standard becomes effective for us on* January 1, 2028**,* for annual and interim periods and* may*be adopted on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.

In* July 2025**,* the FASB issued ASU2025-05*,* Measurement of Credit Losses for Accounts Receivable and Contract Assets. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities* mayelect a practical expedient that assumes that current conditions as of the balance sheet date donot* change for the remaining life of the asset. This guidance is effective for annual reporting periods beginning after* December 15, 2025,and interim reporting periods within those annual reporting periods. The Company doesnot* expect adoption of this guidance to have a material effect on our consolidated financial statements.

In* November 2024,the 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.

Accounting Standards adopted

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. This ASU became effective for us for our annual reporting period beginning* January 1, 2025.*Adoption of the ASU has been applied prospectively. The adoption of this standard had an immaterial impact on our consolidated financial statements.

There areno other new accounting pronouncements that are expected to have a significant impact on our consolidated financial statements.

As of* June 30, 2020,our previously identified Factoring reportable segment was classified as discontinued operations as it: (i) was a component of the entity, (ii) met the criteria as held for sale, and (iii) had a material effect on the Company's operations and financial results. On July 8, 2020,*we closed on the disposition of substantially all of the operations and assets of Transport Financial Services (“TFS”), which included substantially all of the assets and operations of our Factoring reportable segment. The sale consisted primarily of $103.3 million of net accounts receivable, which included $108.7 million of gross accounts receivable, less advances and rebates of $5.4 million.

We have reflected the former Factoring reportable segment as discontinued operations in the consolidated statements of operations for all periods presented.

Operating income for the years ended* December 31,2025, of $3.8 million relates to the reimbursement to us from Triumph Bancorp, Inc. ("Triumph") for a portion of the $37.3 million of indemnification payments we made pursuant to the TFS Settlement between2020 and2023 (the "Indemnification Reimbursement"). For the years ended December 31,2024 and2023, operating income of $0.8 million and $0.8 million, respectively, relates to the gain on the reversal of our contingent loss liability in the amount of $0.8 million and $0.8 million, respectively. The reversal of contingent loss liability relates to the reduced exposure of future indemnification by the Company to Triumph as a result of the collection of covered receivables identified in the amended purchase agreement. As of December 31, 2025,*there wasno remaining contingent loss liability or indemnification obligations.

There were $3.8 million of operating cash inflows related to the $3.8 million Indemnification Reimbursement and $1.7 million of operating cash outflows related to the $1.7 million payment on the indemnification obligation to Triumph for the years ended* December 31 2025and2023,* respectively, andno net cash flows related to discontinued operations for the year ended* December 31,*2024.

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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 the commodity contracts, is determined based on quotes from the counterparty which were verified by comparing them to the exchange on which the related futures are traded, adjusted for counterparty credit risk.

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 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:

Financial Instruments Measured at Fair Value on a Recurring Basis

Contingent consideration arrangements require us to pay up to $20.0 million of additional consideration to 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, LLC'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"). Additionally, the acquisition of assets that are now operating as Star (the "Star Acquisition") requires us to pay additional consideration to the sellers as described in Note6* "Acquisition of Assets of a Brokerage Business Operating as Star Logistics Solutions".

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 the year ended* December 31,2025, there were contingent payments made of $12.5 million based on LTST's results for thefirst calendar year following closing and $0.8 million as a result of the Asset Acquisition. During the year ended December 31,2024, there were contingent payments made of $10.0 million based on AAT's results for thesecond post-acquisition year. Of the $13.3 million paid for the contingent consideration liability during2025, $5.3 million was classified as financing cash flows and $8.0 million was classified as operating cash flows within the 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 consolidated statements of cash flows. The fair value of the contingent consideration increased $2.8 million and $16.0 million related to a change in the fair value for the LTST contingent consideration for the years ended December 31,2025 and2024, respectively, as well as $0.2 million related to a change in the fair value for the Sims contingent consideration for the year ended December 31,2024. Additionally, contingent consideration increased $5.0 million as a result of the Asset Acquisition and $0.2 million for the Star Acquisition for the year ended December 31,*2025. 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 for2025,2024, and2023:

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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"). On* May 17, 2023,the stockholders, upon recommendation of the Board, approved the Third Amendment (the “Third Amendment”) to our Third Amended and Restated2006* Omnibus Incentive Plan (the "Incentive Plan"). The Third Amendment (i) increased the number of shares of Class A common stock available for issuance under the Incentive Plan by an additional 1,150,000 shares, (ii) re-set the term of the plan to expire on* May 1, 2033,and (iii) made other miscellaneous, administrative and conforming changes as necessary. 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, non-employee directors, and eligible participants under various types of options, restricted share awards, or other equity instruments. At* December 31, 2025*,1,836,598 shares were 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 consolidated statements of operations is stock-based compensation expense of $2.8 million, $2.9 million, and $6.5 million in2025,2024, and2023, respectively. Included in general supplies and expenses within the consolidated statements of operations is stock-based compensation expense for non-employee directors of $0.8 million, $0.8 million, and $0.6 million in2025,2024, and2023, respectively. All the stock compensation expense recorded in2025,2024, and2023 relates to restricted shares granted, other than $0.0 million, $0.6 million, and $3.9 million in2025,2024, and2023, respectively, which relates to stock options. Associated with stock compensation expense was $0.2 million, $0.4 million, and $2.2 million of income tax benefit in2025,2024, and2023, respectively, related to the exercise of restricted share vesting. We received $0.4 million, $1.8 million, and $0.2 million related to the exercise of stock options during2025,2024, and2023. Associated with the exercise of stock options during2025,2024, and2023 was $0.1 million, $0.8 million, and $0.1 million of income tax benefit, respectively. Forfeitures are recognized as they're incurred.

The Incentive Plan allows participants to pay the federal and state minimum statutory tax withholding requirements related to awards that vest or allows the participant 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, certain participants elected to deliver to us 56,090,33,286, and 229,656 Class A common stock shares, which were withheld at weighted average per share prices of $24.90, $26.16, and $20.86, respectively, based on the closing prices of our Class A common stock on the dates the shares vested in2025,2024, and2023, respectively, in lieu of the federal and state minimum statutory tax withholding requirements. We remitted $1.4 million, $0.9 million, and $4.8 million in2025,2024, and2023, respectively, to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements. The payment of minimum tax withholdings on stock compensation are reflected within the issuances of restricted shares from treasury stock in the accompanying consolidated statement of stockholders' equity.

The following table summarizes our restricted share award activity for the fiscal years ended* December 31,*2025,2024, and2023:

The unvested shares at* December 31, 2025* will vest based on when and if the related vesting criteria are met for each award. All awards require continued service to vest. Unrecognized compensation expense for outstanding shares was $4.8 million as of* December 31, 2025*, which is probable to be recognized over a weighted average period of approximately 2.1 years. The fair value of restricted share awards that vested in2025,2024, and2023 was approximately $3.8 million, $2.2 million, and $6.3 million respectively.

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The following table summarizes our stock option activity for the fiscal year ended* December 31,*2025,2024, and2023:

There wasno unrecognized compensation cost for outstanding options at* December 31, 2025*.

A summary of property and equipment, at cost, as of* December 31, 2025* and2024 is as follows:

Depreciation expense was $81.9 million, $77.0 million, and $62.4 million in2025,2024, and2023, respectively. This depreciation expense excludes net losses on the sale of property and equipment totaling $0.3 million and $1.6 million in2025 and2024, respectively, and net gains on the sale of property and equipment totaling $12.6 million in2023.

We lease certain revenue equipment under finance and operating leases with terms of approximately 48 to 84 months. At* December 31, 2025* and2024, property and equipment included finance and operating leases. Our finance leases had capitalized costs of $6.0 million and $6.0 million and accumulated amortization of $3.2 million and $1.4 million at* December 31, 2025* and2024, respectively. Amortization of these leased assets is included in depreciation and amortization expense in the consolidated statement of operations and totaled $0.9 million, $0.5 million, and $0.7 million during2025,2024, and2023, respectively. See Note11, "Leases" for additional information about our finance and operating leases.

On* October 10, 2025,we acquired the assets of a truckload brokerage business, which we are operating as Star. Star operates in the consumer retail and disaster relief sectors where we historically have lacked exposure. Additionally, the disaster recovery market is highly specialized and synergistic with our Expedited business and offers occasional, high volume and high margin opportunities. The acquisition date fair value of the consideration transferred was $27.1 million. The Asset Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions. The Asset Purchase Agreement includes an earnout component based on Star's average adjusted earnings before interest, taxes, depreciation, and amortization reported for thethree* years ended* December 31, 2028with potential advance payments based on Star's adjusted earnings before interest, taxes, depreciation, and amortization reported for each of the years ended December 31, 2026and2027.* The total purchase price, including any earnout achieved, is expected to be approximately $27.2 million depending on the results achieved by Star.

We estimated the fair value of the contingent consideration using a probability-weighted model. This fair value measurement is based on significant inputsnot observable in the market and thus represents a Level3 measurement. Refer to Note3, "Fair Value of Financial Instruments" for information regarding changes in the contingent consideration arrangement.

All goodwill related to the acquisition is deductible for tax purposes, and there areno deferred income taxes arising from the acquisition.

Goodwill and other intangible assets* maychange upon the finalization of the valuation of the contingent consideration liability and intangible assets as part of the purchase accounting for the acquisition. The goodwill recognized is attributable primarily to expected cost synergies as a result of overhead support. Refer to Note9,* "Goodwill, Intangibles, and Other Assets" for a summary of changes to goodwill during the period as well as information related to the identifiable intangible asset acquired.

Star’s results have been included in the consolidated financial statements since the date of acquisition and are reported within our Managed Freight reportable segment. The amounts of revenue and earnings of Star included in the Company’s consolidated results of operations from the acquisition date to the period ended* December 31, 2025* are as follows:

The following unaudited pro forma consolidated results of operations assume that the acquisition of Star occurred as of* January 1, 2023:*

The pro forma financial information for all periods presented above has been calculated after adjusting the results of Star to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets as though the acquisition occurred as of the beginning of the Company’s fiscal year2023. As noted above, the allocation is preliminary and changes to the value of the contingent consideration and finalization of our valuation could result in changes to the amount of amortization expense from acquired intangible assets included in the pro forma financial information presented above. The Company's historical consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The pro forma financial information is for informational purposes only and isnot indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of2023.

On* August 18, 2023,we acquired 100% of the equity interests of Sims, a specialized brokerage company, headquartered in Maysville, GA. The acquisition date fair value of the consideration transferred was $9.8 million. The Stock Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions. The Stock Purchase Agreement includes an earnout component of up to an aggregate of $12.0 million based on Sims' adjusted earnings before interest, taxes, depreciation, and amortization reported for thefirst* throughfourth calendar years following closing. The total purchase price, including any earnout achieved, is expected to range from $9.8 million to $20.0 million depending on the results achieved by Sims.

We estimated the fair value of the contingent consideration using a probability-weighted model. This fair value measurement is based on significant inputsnot observable in the market and thus represents a Level3 measurement. Refer to Note3, "Fair Value of Financial Instruments" for information regarding changes in the contingent consideration arrangement.

All goodwill related to the acquisition is deductible for tax purposes and there areno deferred income taxes arising from the acquisition.

During the year ended* December 31, 2024we recognized measurement period adjustments of $1.6 million, primarily related to the deductibility of goodwill and other intangibles, which decreased goodwill from $5.1 million as of December 31, 2023to $3.5 million as of December 31, 2024.The goodwill recognized is attributable primarily to expected cost synergies as a result of overhead support. Refer to Note9,* "Goodwill, Intangibles, and Other Assets" for a summary of changes to goodwill during the period as well as information related to the identifiable intangible asset acquired.

Sims' results have been included in the consolidated financial statements since the date of acquisition and are reported within our Managed Freight reportable segment. The amounts of revenue and earnings of Sims included in the Company’s consolidated results of operations from the acquisition date to the period ended* December 31, 2025*are as follows:

On* April 26, 2023,we acquired 100% of the outstanding stock of LTST and related entities, headquartered in Huntsville, AR. LTST is a dedicated contract carrier specializing in poultry feed and live haul transportation in Northwest Arkansas and surrounding areas and was acquired to expand the Dedicated reportable segment into this niche market. The acquisition date fair value of the consideration transferred was $114.5 million. The Stock Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions. The Stock Purchase Agreement includes an earnout component of up to an aggregate of $30.0 million based on LTST's adjusted earnings before interest, taxes, depreciation, and amortization reported for the first, second, andthird* calendar years following closing. The total purchase, including any earnout achieved, is expected to range from $114.5 million to $134.5 million depending on the results achieved by LTST.

We estimated the fair value of the contingent consideration using a probability-weighted model. This fair value measurement is based on significant inputsnot observable in the market and thus represents a Level3 measurement. Refer to Note3, "Fair Value of Financial Instruments" for information regarding changes in the contingent consideration arrangement.

Because of our338(h)10 election, all goodwill related to the acquisition is deductible for tax purposes, and there areno deferred income taxes arising from the acquisition.

Since acquisition we recognized measurement period adjustments which increased goodwill recognized for LTST by $4.9 million, primarily related to the Section338(h)10 election to $17.3 million as of* December 31, 2024.The goodwill recognized is attributable primarily to expected cost synergies in the areas of fuel and purchases of revenue equipment. Refer to Note9,* "Goodwill, Intangibles, and Other Assets" for a summary of changes to goodwill during the period as well as information related to the identifiable intangible asset acquired.

LTST's results have been included in the consolidated financial statements since the date of acquisition and are reported within our Dedicated reportable segment. The amounts of revenue and earnings of LTST included in the Company’s consolidated results of operations from the acquisition date to the period ended* December 31, 2025* are as follows:

The following unaudited pro forma consolidated results of operations assume that the acquisition of LTST occurred as of* January 1, 2023:*

The pro forma financial information for all periods presented above has been calculated after adjusting the results of LTST to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets as though the acquisition occurred as of the beginning of the Company’s fiscal year2023. As noted above, the allocation is preliminary and changes to the value of the contingent consideration and finalization of our valuation could result in changes to the amount of amortization expense from acquired intangible assets included in the pro forma financial information presented above. The Company's historical consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The pro forma financial information is for informational purposes only and isnot indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the Company’s fiscal2023.

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The Landair trade name has a residual value of $0.5 million.

Amortization expense of $10.8 million, $9.5 million, and $7.5 million for the years ended* December 31,*2025,2024, and2023, respectively, was included in depreciation and amortization in the consolidated statements of operations.

A summary of other intangible assets, by reportable segment as of* December 31, 2025* and2024 is as follows:

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The above finite-lived intangible assets have a weighted average remaining life of 128 months and 142 months as of* December 31, 2025* and2024, respectively.

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

The assignment of goodwill and intangible assets to our reportable segments wasnot complete as of* December 31, 2025* as the result of the* October 2025Star Acquisition. The carrying amount of goodwill was $80.5 million at December 31, 2025*, compared to $78.9 million at* December 31,*2024. A summary of the changes in carrying amount of goodwill by reportable segment is as follows:

A summary of other assets as of* December 31, 2025* and2024 is as follows:

Other long-term assets, net primarily represents amounts related to life insurance policies purchased with the intent to fund the future liability related to our nonqualified deferred compensation plan and the long-term portion of our prepaid expenses as of* December 31, 2025*, and2024.

Additionally, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount* may**not* be recoverable. Impairment is recognized on assets classified as held and used when the sum of undiscounted estimated cash flows expected to result from the use of the asset is less than the carrying value. If such measurement indicates a possible impairment, the estimated fair value of the asset is compared to its net book value to measure the impairment charge, if any. As a result of the Dedicated reportable segment goodwill impairment during thethree months ended* December 31,*2025, we performed an interim review of the related long-lived assets for impairment withno such impairment identified.

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Current and long-term debt and lease obligations consisted of the following at* December 31, 2025* and2024:

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.

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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 $30.0 million borrowings outstanding under the Credit Facility as of* December 31, 2025*, undrawn letters of credit outstanding of approximately $19.9 million, and available borrowing capacity of $53.3 million. Based on availability as of* December 31, 2025* and2024, there wasno fixed charge coverage requirement.

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* April 2026* to* November 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. 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 in2026, 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. Concurrently with entering into the note, we entered into an interest rate swap to effectively fix the related interest rate to 4.2%. 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. We expect to be in compliance with our debt covenants for the next12 months.

As of* December 31, 2025*, the scheduled principal payments of debt, excluding finance leases for which future payments are discussed in Note11 are as follows:

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Finance lease obligations are utilized to finance a portion of our revenue equipment and are entered into with certain finance companies who arenot parties to our Credit Facility. The leases in effect at* December 31, 2025* terminate in* June 2028* through* November 2033* and contain guarantees of the residual value of the related equipment by us. As such, the residual guarantees are included in the related debt balance as a balloon payment at the end of the related term as well as included in the future minimum finance lease payments. These lease agreements require us to pay personal property taxes, maintenance, and operating expenses. Our operating lease obligations donot typically include residual value guarantees or material restrictive covenants.

A summary of our lease obligations for thetwelve months ended* December 31,*2025,2024, and2023 are as follows:

At* December 31, 2025* and2024, right-of-use assets of $35.5 million and $40.0 million for operating leases, respectively, and $2.8 million and $4.6 million for finance leases, are included in net property and equipment in our consolidated balance sheets. Operating lease right-of-use asset amortization is included in revenue equipment rentals and purchased transportation, communication and utilities, and general supplies and expenses, depending on the underlying asset, in the consolidated statement of operations. Amortization of finance leased assets is included in depreciation and amortization expense in the consolidated statement of operations.

Our future minimum lease payments as of* December 31, 2025*, summarized as follows by lease category:

Certain leases contain cross-default provisions with other financing agreements and additional charges if the unit's mileage exceeds certain thresholds defined in the lease agreement.

Rental expense is summarized as follows for each of thethree years ended* December 31:*

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Income before provision for income taxes for the years ended* December 31,*2025,2024, and2023 is summarized below:

Income tax expense for the years ended* December 31,*2025,2024, and2023 is comprised of:

We adopted ASU2023-09 on a prospective basis beginning with the year ended* December 31, 2025.The following table presents income tax expense for the year ended December 31, 2025after adoption of ASU2023*-09:

Income tax expense for the years ended* December 31,*2024 and2023 prior to adoption of ASU2023-09 is summarized below:

The amount of income tax expense allocated to discontinued operations for TFS is $1.0 million, $0.2 million, and $0.2 million for the years2025,2024, and2023, respectively.

Income tax expense varies from the amount computed by applying the applicable federal corporate income tax rate of 21% for2025,2024, and2023, 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 are the effects 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 benefits 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 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.

The following table presents cash income taxes paid net of refunds for the year ended* December 31, 2025*:

The temporary differences and the approximate tax effects that give rise to our net deferred tax liability at* December 31, 2025* and2024 are as follows:

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The net deferred tax liability of $119.7 million primarily relates to differences in cumulative book versus tax depreciation of property and equipment, partially offset 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. The Company concluded that there is sufficient positive evidence to recognize existing deferred tax assets, with the exception of an immaterial amount of state attributes that are deemed unrealizable based on the timing of expiration and limited apportionable income.

As of* December 31, 2025*, we had less than $0.1 million of liability recorded for unrecognized tax benefits, which includes interest and penalties of less than $0.1 million. We recognize interest and penalties accrued related to unrecognized tax benefits in tax expense. As of* December 31, 2024*, we had a $0.1 million liability recorded for unrecognized tax benefits, which included interest and penalties of less than $0.1 million. As of* December 31,*2023, we had a $0.1 million liability recorded for unrecognized tax benefits, which included interest and penalties of less than $0.1 million. Interest and penalties recognized for uncertain tax positions provided for de minimus expense in2025,2024, and2023.

The following tables summarize the annual activity related to our gross unrecognized tax benefits (in thousands) for the years ended* December 31,*2025,2024, and2023:

If recognized, approximately $0.0 million, $0.0 million, and $0.1 million of unrecognized tax benefits would impact our effective tax rate as of* December 31,*2025,2024, and2023, respectively. Any prospective adjustments to our reserves for income taxes will be recorded as an increase or decrease to our provision for income taxes and would impact our effective tax rate.

Our2022 through2024 tax years remain subject to examination by the IRS for U.S. federal tax purposes, our major taxing jurisdiction. In the normal course of business, we are also subject to audits by state and local tax authorities. We donot anticipate total unrecognized tax benefits to materially change in the nexttwelve months.

We generated a federal net operating loss of $60.9 million in2025 which can be carried forward indefinitely. We have $0.7 million of federal tax credits to carry back and offset tax in2024. Our state operating loss carryforwards and state tax credits of $135.7 million and $0.6 million, respectively, expire beginning in2025 and2033 based on jurisdiction.

The American Rescue Plan Act of2021 (the "ARPA") includes several provisions meant to stimulate the U.S. economy. Of relevance to the Company, ARPA extended the reach of IRC Section162(m) to include compensation paid to theeight highest-paid individuals other than the chief executive officer and chief financial officer (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. This didnot have a material impact on our stock repurchase programs.

The Organization for Economic Co-operation and Development ("OECD") has released the Base Erosion and Profit Shifting framework2.0 ("Pillar Two") to introduce a global minimum corporate tax of15% for companies with global revenues and profits above certain thresholds. As of* December 31, 2025,we haveno* recorded effects for Pillar Two due to our operational jurisdiction being wholly domestic. The United States hasnot yet enacted legislation to adopt Pillar Two. We will continue to monitor the impact of this legislation going forward.

The One Big Beautiful Bill Act of2025 ("OBBBA"), among other things, includes provisions that permanently restored100% bonus depreciation, reinstated current deductibility of domestic research and development under Section174, eased the Section163(j) interest limitation through a return to earnings before interest, taxes, depreciation, and amortization, and rolled back certain alternative energy credits. We have considered the effects of OBBBA in our2025 provision, which was particularly relevant for fixed assets, Section163(j), and Section174.

We own a 49.0% interest in 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, similarly, we are generally restricted from transferring our interests in TEL, other than to certain permitted transferees, without their consent. There areno third-party liquidity arrangements, guarantees, and/or other commitments that* mayaffect the fair value or risk of our interest in TEL. For the years ended December 31, 2025and2023* we soldno tractors and trailers to TEL. For the year ended* December 31, 2024we 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. We received $0.9 million, $1.1 million, and $0.9 million respectively, for providing various maintenance services, certain back-office functions, and for miscellaneous equipment. We purchased less than $0.1 million of equipment from TEL in2025* and $0.6 million and $4.1 million in2024 and2023, respectively. Additionally, we paid $2.7 million, $1.8 million, and $6.8 million to TEL for leases of revenue equipment and maintenance in2025,2024, and2023, respectively.** We had operating lease liabilities with TEL of $7.8 million and $10.1 million at December 31, 2025 and2024, respectively, for revenue equipment leased from TEL. We recorded net reversal of gains of less than $0.1 million for the years ended* December 31, 2025*,2024, and2023, representing 49% of the gains on tractors and trailers sold to TEL less any gains previously deferred and recognized when the equipment was sold to athird-party. Deferred gains totaling $0.2 million at* December 31, 2025* and2024, respectively, are being carried as a reduction in our investment in TEL.

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's net income, which amounted to $14.7 million in2025, $14.7 million in2024, and $21.4 million in2023. We received an equity distribution from TEL for $6.6 million, $3.7 million, and $9.8 million in2025,2024, and2023, respectively, which was distributed to each member based on its respective ownership percentage.

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Our accounts receivable and payable from TEL and investment in TEL as of* December 31, 2025* and2024, are as follows:

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. Our accounts payable to TEL primarily related to operating lease payments owed to TEL. Our investment in TEL is comprised of $4.9 million cash investment and our equity in TEL's earnings since our investment, partially offset by dividends received since our investment for minimum tax withholdings as noted above. Additionally, the abovementioned deferred gains on sales of equipment to TEL are carried as a reduction in our investment in TEL.

See TEL's summarized financial information below.

Deferred Profit Sharing Employee Benefit Plan

We have a deferred profit sharing and savings plan under which all of our employees with at leastsix months of service are eligible to participate. Employees* maycontribute a percentage of their annual compensation up to the maximum amount allowed by the Internal Revenue Code. We maymake discretionary contributions as determined by a committee of our Board. We made contributions of $2.1 million, $2.1 million, and $2.2 million in2025*,2024, and2023, respectively, to the profit sharing and savings plan.

Nonqualified Deferred Compensation Plan

The Supplemental Savings Plan (the "SSP") is our nonqualified deferred compensation plan started during2022 for the benefit of eligible key managerial employees whose contributions to our deferred profit sharing and savings plan are limited because of IRS regulations affecting highly compensated employees. Under the terms of the SSP, participants* mayelect to defer compensation on a pre-tax basis within annual dollar limits we establish. At December 31,2025 and2024, there were18 and17 active participants in the SSP, respectively. We maymake discretionary contributions as we so determine each year. Each participant is fully vested in all deferred compensation and earnings; however these amounts are subject to general creditor claims until distributed to the participant. Under current federal tax law, we arenot* allowed a current income tax deduction for the compensation deferred by participants, but we are allowed a tax deduction when a distribution payment is made to a participant from the SSP. The accumulated benefit obligation was $5.1 million and $3.5 million as of* December 31,2025 and2024, respectively, and is included in accrued expenses and other long-term liabilities in the consolidated balance sheets. We purchased life insurance policies with the intent to fund the future liability. The aggregate market value of the life insurance policies was $5.0 million and $3.4 million as of December 31,*2025 and2024, respectively, and was included in other non-current assets in the consolidated balance sheets.

The accumulated benefit obligation and aggregate market value of the life insurance policies were as follows (in thousands):

Other than those associated with TEL, there areno material related party transactions. See Note13 for discussions of the related party transactions associated with TEL.

Legal Proceedings

From time-to-time, we are a party to litigation arising in the ordinary course of business, most of which involves claims for personal injury, workers’ compensation, and/or property damage incurred in connection with the transportation of freight. We record a liability for the estimated cost of the uninsured portion of pending claims and the estimated allocated loss adjustment expenses, including legal and other direct costs associated with a claim, when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.

There are inherent uncertainties in these legal matters, some of which are beyond management’s control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters* maychange in the future, as new events and circumstances arise and the matters continue to develop. The Company’s business, results of operations, financial condition, or liquidity could be materially and adversely affected by the resolution ofone* or more of these contingencies.

In2025, athird-party trucking company hauling a load brokered by Solutions and using a trailer owned by Leasing was involved in an accident that resulted infive fatalities and injuries to at leastone other person. There are several possible defendants in the case, facts are still being developed, alleged damages havenot been specified, and there are significant factual and legal issues to be resolved. The Company has concluded that a loss is probable in the case, but given the preliminary nature of the proceedings, the Company cannot reasonably estimate a range of possible losses at this time in excess of the amount accrued for legal costs. As of* December 31, 2025,the Company accrued $0.7 million for legal costs associated with the accident, but it hasnot* recorded any other liability related to the accident. To the extent Solutions is found to have liability related to the accident, and the damages awarded against the Company exceed the Company’s coverage limits, involve significant aggregate use of the Company’s self-insured retention amounts, or cause increases in the Company’s insurance premiums, the Company’s insurance and claims expense would be volatile and increase. Any resulting increases in such expenses could have a materially adverse effect on the Company’s business, results of operations, financial condition, or liquidity.

We maintain insurance to cover liabilities arising from the transportation of freight for amounts in excess of certain self-insured retentions. Refer to Note1 for information about our insurance program.

Other Commitments and Contingencies

We had $19.9 million and $19.8 million of outstanding and undrawn letters of credit as of* December 31, 2025* and2024, respectively. The letters of credit are maintained primarily to support our insurance programs.

We had commitments outstanding at* December 31, 2025*, to acquire revenue equipment totaling approximately $100.8 million versus commitments at* December 31, 2024* of approximately $114.0 million. These commitments are cancelable upon stated notice periods, subject to certain adjustments in the underlying obligations and benefits.

Ourfour reportable segments are (i) Expedited, (ii) Dedicated, (iii) Managed Freight, and (iv) Warehousing. Refer to Note1, for a description of each of our reportable segments.

The Company's chief operating decision maker, 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.

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The following tables summarize our reportable segment information as used by our CODM in making decisions regarding allocation of resources, etc., for2025,2024, and2023:

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

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Other Equity

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 $36.2 million (excluding excise taxes) during the year ended December 31, 2025.*

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 Annual Report on Form10-K, including with respect to dividends and in the financial statement and notes hereto have been adjusted for the stock split, except for the share amounts presented in the stockholders' equity section of our consolidated balance sheets.

On* May 18, 2022,our Board approved a new stock repurchase authorization of up to $75.0 million of our Class A common stock, with any remaining amount available under prior authorizations being excluded andno* longer available. Under such authorization, we repurchased 4.1 million shares of our Class A common stock for $57.5 million through* January 30, 2023.On January 30, 2023,the Board approved an amendment to the Company's stock repurchase program authorizing the purchase of up to an aggregate $55.0 million of our Class A common stock. The amendment added an incremental approximately $37.5 million to the approximately $17.5 million that was then-remaining under the program. Between May 2022and April 2023,we repurchased a total of 5.4 million shares of our Class A common stock. The program expired on January 31, 2024.*

Dividends

On* February 10, 2025our 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 August 12, 2025,our Board declared a cash dividend of $0.07 per share which was paid on September 26, 2025,to stockholders of record on September 5, 2025.On November 20, 2025,our Board declared a cash dividend of $0.07 per share which was paid on December 26, 2025,to stockholders of record on December 5, 2025.*

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 15, 2023,our Board declared a cash dividend of $0.055 per share, which was paid on March 31, 2023,to stockholders of record on March 3, 2023.On May 17, 2023,our Board declared a cash dividend of $0.055 per share which was paid on June 30, 2023,to stockholders of record on June 2, 2023.On August 16, 2023,our Board declared a cash dividend of $0.055 per share which was paid on September 29, 2023,to stockholders of record on September 1, 2023.On November 15, 2023,our Board declared a cash dividend of $0.055 per share which was paid on December 29, 2023,to stockholders of record on December 1, 2023.*

On* February 5, 2026,our Board declared a cash dividend of $0.07 per share, which will be for stockholders of record as of March 6, 2026,and payable on March 27, 2026.*