COVENANT LOGISTICS GROUP, INC.

COVENANT LOGISTICS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

CONDENSED CONSOLIDATED** STATEMENTS OF OPERATIONS**

**FOR THEthree and nine months ended September 30, 2026 and 2025 **

(In thousands, except per share data)

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

FOR THEthree and nine months ended September 30, 2026 and 2025

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

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THEthree and nine months ended September 30, 2026 and 2025

(Unaudited and in thousands)

CONDENSED CONSOLIDATED** STATEMENTS OF CASH FLOWS**

FOR THE nine months ended September 30, 2026 and 2025

(Unaudited and in thousands)

NOTES TOCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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, 2025*, 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 thenine months ended* September 30, 2026* arenot necessarily indicative of the results that* maybe expected for the year ending December 31, 2026*. 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, 2025*.

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, lease revenue 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.

Contract assets for estimated revenue of in-process services were $1.5 million and $0.7 million at* September 30, 2026and December 31, 2025,respectively, compared with $1.1 million and $0.7 million at September 30, 2025and December 31, 2024,respectively. Contract assets result from revenue recognized as services are performed before the Company's right to consideration becomes unconditional. These contract assets are included in the accounts receivable line item of our condensed consolidated balance sheet. The Company’s contracts with customers generally have original expected durations of less thanone* year. Accordingly, the Company has elected the practical expedient tonot disclose information about remaining unsatisfied performance obligations.

Accounts receivable, net were $191.7 million and $151.8 million at* September 30, 2026and December 31, 2025,respectively, compared to $150.4 million and $141.6 million at September 30, 2025and December 31, 2024,respectively. Drivers' advances and other receivables, net were $6.0 million and $10.2 million at September 30, 2026and December 31, 2025,respectively, compared with $4.8 million and $4.0 million at September 30, 2025and December 31, 2024,*respectively.

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 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 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.

Company-Owned Life Insurance

The Company maintains corporate-owned life insurance policies that are held in a rabbi trust to fund its nonqualified deferred compensation plan. The policies are carried at the amounts that could be realized under the insurance contracts as of the balance sheet date, which represent the cash surrender values provided by the insurance carriers. The carrying values of the policies were $5.5 million and $5.0 million as of* September 30, 2026and December 31, 2025,*respectively, and are included in other assets, net in the condensed consolidated balance sheets.

Recent Accounting Pronouncements

Accounting standards not 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* November 2024,the FASB issued ASU2024*-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses which was later clarified by ASU2025-01. 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.

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Accounting standards adopted

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 became effective for us for our annual reporting period beginning* January 1, 2026,and related interim reporting periods. We made the election to adopt the practical expedient as of January 1, 2026.*The adoption of this standard had an immaterial effect on our consolidated financial statements.

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:

There wereno unvested restricted shares andno vested or unvested employee stock options excluded from the calculation of diluted earnings per share as anti-dilutive for thethree andnine months ended* September 30, 2026* and2025.

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. Significant increases or decreases to any of these inputs could result in a significantly higher or lower liability. Ultimately, the liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded as a component of general supplies and expenses within the condensed consolidated statements of operations.

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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

There wereno transfers* between Level1,* Level2 and Level3 during thenine months ended* September 30, 2026* or for the year ended* December 31, 2025.*

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 equipment installment notes. The fair value of our equipment installment notes approximated the carrying value as of* September 30, 2026*, 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.

The Company uses interest rate swap agreements to manage its exposure to fluctuations in interest rates on variable-rate debt. The interest rate swaps are designated as cash flow hedges and changes in the fair value of the swaps are recognized in accumulated other comprehensive income and reclassified into earnings as the hedged interest payments affect earnings. At* September 30, 2026,the swaps had an aggregate notional amount of $15.3 million and a fair value asset of $1.4 million, of which $0.2 million is included in the other short-term assets and $1.2 million is included in other assets, net line items of the condensed consolidated balance sheet. At December 31, 2025,the swaps had an aggregate notional amount of $16.3 million and a fair value asset of $0.8 million, of which $0.2 million is included in the other short-term assets and $0.6 million is included in other assets, net line items of the condensed consolidated balance sheet. During thethree* andnine months ended* September 30, 2026,amounts reclassified from accumulated other comprehensive income into interest expense, net were gains of less than $0.1 million and $0.1 million, respectively compared with $0.1 million and $0.2 million during thethree* andnine months ended* September 30, 2025*respectively.

Contingent consideration arrangements require us to pay up to $30.0 million of additional consideration to Lew Thompson & Son Trucking, LLC's ("LTST's") former owners 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 owners 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 Note13* "Acquisition of Assets of 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.

The following table provides a summary (in thousands) of the contingent consideration payments made during thethree andnine months ended* September 30, 2026* and2025:

Of the $13.5 million paid for the contingent consideration liability during2026, $5.1 million is classified as financing cash flows within the condensed consolidated statements of cash flows and $8.4 million is classified as operating cash flows within the condensed consolidated statements of cash flows. Of the $12.9 million paid for the contingent consideration liability during2025, $5.0 million is classified as financing cash flows and $7.9 million is classified as operating cash flows within the condensed consolidated statements of cash flows.

The following table provides a summary (in thousands) of the changes in the fair value of the contingent consideration during thethree andnine months ended* September 30, 2026* and2025:

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. Of the $9.0 million and $22.5 million contingent consideration liability reported at* September 30, 2026and December 31, 2025,*respectively, $5.4 million and $13.2 million are included in accounts payable, respectively, and $3.6 million and $9.3 million are included other long-term liabilities, respectively, in our condensed consolidated balance sheets.

The following table provides a summary (in thousands) of the activity for the contingent consideration liability for2026:

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We have four reportable segments:

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 andnine months ended* September 30, 2026and2025*:

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

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Income tax expense in both2026 and2025 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* September 30, 2026* is unchanged since* December 31, 2025*.

The net deferred tax liability of $125.4 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. There wasno* material change to the valuation allowance as of* September 30, 2026*. The Company continues to have a significant amount of reversing temporary differences that can be considered as future sources of taxable income. 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.

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Current and long-term debt and lease obligations consisted of the following as of* September 30, 2026* and* December 31, 2025*:

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 $130.0 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 on* June 17, 2031.*

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 accrue 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 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) $130.0 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) $78.0 million.

We had $35.1 million borrowings outstanding under the Credit Facility as of* September 30, 2026*, undrawn letters of credit outstanding of approximately $19.8 million, and available borrowing capacity of $75.2 million. As of* September 30, 2026*, there were $2.1 million base rate and $33.0 million of SOFR loans. Based on availability as of* September 30, 2026* and* December 31,*2025, 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 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 2027* to* September 2032*. 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. 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 were in compliance with our required debt covenants as of* September 30, 2026*.

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Lessee Disclosures

The finance leases in effect at* September 30, 2026* 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 costs and other lease information at* September 30, 2026and2025* is as follows:

As of* September 30, 2026* and* December 31, 2025*, we had right-of-use assets of $27.4 million and $35.5 million for operating leases and $4.9 million and $2.8 million for finance leases, respectively. Finance leases 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, communications and utilities, 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* September 30, 2026*, are summarized as follows by lease category:

(1) Excludes the nine months ended* September 30, 2026*.

Lessor Disclosures

We lease certain revenue equipment and real estate to third parties under operating and sales-type lease arrangements. Revenue equipment arrangements generally consist of trailers leased to customers under agreements with varying contractual terms. Our real estate arrangements primarily consist of office, parking, warehouse and other property leased or subleased to third parties. Operating lease income is recognized on a straight-line basis over the lease term** **in freight revenue and general supplies and expense.

Certain revenue equipment leases are classified as sales-type leases when the terms of the arrangement result in the transfer of control of the underlying equipment to the lessee. At lease commencement, we derecognize the underlying asset and recognize a net investment in the lease and any related selling profit or loss. The net investment in sales-type leases is presented in drivers' advances and other receivables, net and other assets, net in our condensed consolidated balance sheets. Interest income on our net investment in sales-type leases is recognized over the lease term in a manner that produces a constant periodic rate of return on the remaining net investment and is reported in interest expense, net in our condensed consolidated statement of operations.

A summary of our lease income for the three andnine months ended* September 30, 2026*and 2025 is as follows:

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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"). 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* September 30, 2026*, there were 1,484,216 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 $0.4 million and $0.9 million for the three months ended* September 30, 2026* and2025, respectively, and expense of $1.1 million and $2.4 million for thenine months ended* September 30, 2026and2025*, respectively. Included in general supplies and expenses within the condensed consolidated statements of operations is stock-based compensation expense for non-employee directors of $0.3 million and $0.2 million for each of thethree months ended* September 30, 2026* and2025, and $0.7 million and $0.6 million for each of thenine months ended* September 30, 2026* and2025, respectively. There wereno unvested employee stock options or related stock compensation expense for thethree ornine months ended* September 30, 2026* or2025.

During thenine months ended* September 30, 2026*, we issued 82,545 shares and 246,872 shares of Class A common stock for vested restricted stock units and exercised stock options, respectively. Of these totals,27,317 shares and 27,000 shares of Class A common stock, respectively, were issued during the three months ended* September 30, 2026*.

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* September 30, 2026*, certain participants elected to forfeit receipt of an aggregate of 159,636 shares of Class A common stock at a weighted average per share price of $22.64 based on the closing price of our Class A common stock on the dates the shares vested in2026, in lieu of the federal and state minimum statutory tax withholding requirements. We remitted $3.6 million to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements.

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 Covenant Transport Solutions, LLC, and using a trailer owned by Landair Leasing, Inc. was involved in an accident in Texas 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. In* September 2026,the litigation was remanded from Federal court to Texas state court. The Company has filed a notice of appeal to this decision, and the state court process has been stayed pending the appeal. The Company has concluded that a loss related to this claim is probable, 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 September 30, 2026*, the Company has recognized approximately $1.5 million of legal costs related to this matter, of which approximately $1.3 million has been paid and approximately $0.2 million has been accrued for estimated costsnot yet paid. The Company has separately recognized insurance recovery assets of approximately $1.0 million, consisting of approximately $0.8 million for claim-related costs already paid by the Company in excess of its $0.5 million policy retention that are expected to be reimbursed by the insurer and approximately $0.2 million for accrued claim-related costs expected to be reimbursed by the insurer when those costs are paid or otherwise settled in the future. The Company hasnot recorded any other liability related to the accident. To the extent we or any of our subsidiaries 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.

Other Commitments and Contingencies

We had $19.8 million of outstanding and undrawn letters of credit as of* September 30, 2026* and* December 31, 2025*. The letters of credit are maintained primarily to support our insurance programs.

We own a 49.0% interest in Transport Enterprise Leasing, LLC ("TEL"), a tractor and trailer equipment leasing company and used equipment reseller. The activities that most significantly impact TEL’s economic performance include leasing strategy, equipment acquisition and disposition decisions, and pricing of lease arrangements, which are directed by the majority owners in accordance with TEL's operating agreement. 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 interest in TEL, other than to certain permitted transferees, without their 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* September 30, 2026*, we had a revenue equipment operating lease liability to TEL of $6.1 million with final maturities at various dates ranging from* April 2029to August 2029.We received an equity distribution from TEL for $3.7 million during thethree* andnine months ended* September 30, 2026,and $6.6 million during the year ended December 31, 2025,which was distributed to each member based on its respective ownership percentage.No other transactions with TEL were material for thethree* ornine months ended* September 30, 2026and2025*.

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We have evaluated our interest in TEL under the variable interest entity model including consideration of whether we have (i) the power to direct the activities of TEL that most significantly impact its economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to TEL. We have determined that we arenot the primary beneficiary of TEL because we donot have the power to direct the activities that most significantly impact TEL’s economic performance, which are directed by the majority owners in accordance with TEL's operating agreement. While we hold a significant equity interest in TEL, we donot have unilateral or controlling decision-making authority over significant activities. Accordingly, we donot consolidate TEL and have accounted for our investment in TEL using the equity method of accounting, and thus our financial results include our proportionate share of TEL's2026 net income through* September 30, 2026*, or $14.6 million.

Our accounts receivable from TEL, accounts payable to TEL, and investment in TEL as of* September 30, 2026* and* December 31,*2025 are as follows (in thousands):

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 and our accounts payable to TEL primarily related to leased revenue equipment payment accruals.

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

Amortization expense of $3.0 million and $2.7 million for thethree months ended* September 30, 2026and2025,* respectively, and $9.0 million and $7.8 million for thenine months ended* September 30, 2026and2025*, 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* September 30, 2026* and* December 31, 2025* is as follows:

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

(1) Excludes thenine months ended* September 30, 2026*.

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The carrying amount of goodwill was $81.1 million at* September 30, 2026* and $80.5 million at* December 31, 2025*. A summary of the changes in the carrying amount of goodwill by reportable segment is as follows:

At* September 30, 2026*, 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 $2.0 million and $14.6 million at* September 30, 2026* and* December 31, 2025,*respectively, included in 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.

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 during thetwelve* months ended* December 31, 2025withno such repurchases during thenine* months ended* September 30, 2026**.*

Dividends

On* February 5, 2026,our Board declared a cash dividend of $0.07 per share which was paid on March 27, 2026,to stockholders of record on March 6, 2026.On May 13, 2026,our Board declared a cash dividend of $0.07 per share which was paid on June 26, 2026,to stockholders of record on June 5, 2026.On August 13, 2026,our Board declared a cash dividend of $0.07 per share which was paid on September 25, 2026,to stockholders of record on September 4, 2026.*

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 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* 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.

The acquisition date fair value of the consideration transferred consisted of the following:

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.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.

Since acquisition we recognized measurement period adjustments which increased goodwill recognized for Star by $0.6 million as of* September 30, 2026primarily related to uncollectible accounts receivable. The goodwill recognized is attributable primarily to expected cost synergies as a result of overhead support. Refer to Note11,* "Goodwill, Intangibles, and Other Assets" for a summary of changes to goodwill during the period as well as the summary of the other intangible assets which includes the identifiable intangible asset acquired within the Managed Freight reportable segment.

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 following unaudited pro forma consolidated results of operations assume that the acquisition of Star occurred as of* January 1, 2025:*

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 year2025. 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 of2025.

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