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Knight-Swift Transportation Holdings Inc.

For the period ended Sep 30, 2025. Filed Oct 29, 2025.

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About this filing

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

Sep 30, 2025 · Filed Oct 29, 2025

KNX$62.11+1.1%Stored close · as of Nov 10, 2026

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Condensed Consolidated Statements of Stockholders' Equity (Unaudited) —

Common Stock · AdditionalPaid-in Capital · Retained Earnings · AccumulatedOtherComprehensive (Loss) Income · Total Knight-Swift Stockholders' Equity · Noncontrolling Interest · TotalStockholders’ Equity
Shares · Par Value
(In thousands, except per share data)
Balances – December 31, 2024161,896$1,619$4,446,726$2,661,064$(442)$7,108,967$7,838$7,116,805
Common stock issued to employees3174(4)——
Common stock issued to the Board28—1,2711,2711,271
Common stock issued under ESPP7113,1503,1513,151
Shares withheld – RSU settlement(8,318)(8,318)(8,318)
Employee stock-based compensation expense21,92621,92621,926
Cash dividends paid and dividends accrued ($0.54 per share)(88,258)(88,258)(88,258)
Net income (loss)72,74372,743(251)72,492
Other comprehensive income258258258
Investment in noncontrolling interest1,9331,933
Distribution to noncontrolling interest—(200)(200)
Balances – September 30, 2025162,312$1,624$4,473,069$2,637,231$(184)$7,111,740$9,320$7,121,060
Common Stock · AdditionalPaid-in Capital · Retained Earnings · AccumulatedOtherComprehensive (Loss) Income · Total Knight-Swift Stockholders' Equity · Noncontrolling Interest · TotalStockholders’ Equity
Shares · Par Value
(In thousands, except per share data)
Balances – December 31, 2023161,385$1,613$4,426,852$2,659,755$(830)$7,087,390$16,691$7,104,081
Common stock issued to employees4034—44
Common stock issued to the Board24—1,2061,2061,206
Common stock issued under ESPP5922,9652,9672,967
Shares withheld – RSU settlement(11,839)(11,839)(11,839)
Employee stock-based compensation expense17,01117,01117,011
Cash dividends paid and dividends accrued ($0.48 per share)(78,165)(78,165)(78,165)
Net income (loss)48,12948,129(1,170)46,959
Other comprehensive income998998998
Investment in noncontrolling interest2,2122,212
Distribution to noncontrolling interest(9,005)(9,005)(10,213)(19,218)
Balances – September 30, 2024161,871$1,619$4,439,029$2,617,880$168$7,058,696$7,520$7,066,216

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) — Continued

Common Stock · AdditionalPaid-in Capital · Retained Earnings · AccumulatedOtherComprehensive (Loss) Income · Total Knight-Swift Stockholders' Equity · Noncontrolling Interest · TotalStockholders’ Equity
Shares · Par Value
(In thousands, except per share data)
Balances – June 30, 2025162,277$1,623$4,464,204$2,658,937$(88)$7,124,676$8,242$7,132,918
Common stock issued to employees11————
Common stock issued under ESPP2411,0121,0131,013
Shares withheld – RSU settlement(121)(121)(121)
Employee stock-based compensation expense7,8537,8537,853
Cash dividends paid and dividends accrued ($0.18 per share)(29,446)(29,446)(29,446)
Net income (loss)7,8617,8614718,332
Other comprehensive loss(96)(96)(96)
Investment in noncontrolling interest607607
Balances – September 30, 2025162,312$1,624$4,473,069$2,637,231$(184)$7,111,740$9,320$7,121,060
Common Stock · AdditionalPaid-in Capital · Retained Earnings · AccumulatedOtherComprehensive (Loss) Income · Total Knight-Swift Stockholders' Equity · Noncontrolling Interest · TotalStockholders’ Equity
Shares · Par Value
(In thousands, except per share data)
Balances – June 30, 2024161,836$1,618$4,439,489$2,613,684$(827)$7,053,964$16,389$7,070,353
Common stock issued to employees10————
Common stock issued under ESPP2511,0681,0691,069
Shares withheld – RSU settlement(188)(188)(188)
Employee stock-based compensation expense6,4306,4306,430
Cash dividends paid and dividends accrued ($0.16 per share)(26,080)(26,080)(26,080)
Net income (loss)30,46430,464(405)30,059
Other comprehensive income995995995
Investment in noncontrolling interest739739
Distribution to noncontrolling interest(7,958)(7,958)(9,203)(17,161)
Balances – September 30, 2024161,871$1,619$4,439,029$2,617,880$168$7,058,696$7,520$7,066,216

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 —Introduction and Basis of Presentation

Certain acronyms and terms used throughout this Quarterly Report are specific to the Company, commonly used in the trucking industry, or are otherwise frequently used throughout this document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.

Description of Business

Knight-Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. During the year-to-date period September 30, 2025, the Company operated an average of 21,513 tractors (comprised of 19,474 company tractors and 2,039 independent contractor tractors) and 89,672 trailers within the Truckload segment and leasing activities within the All Other Segments. The LTL segment operated an average of 4,146 tractors and 10,985 trailers. Additionally, the Intermodal segment operated an average of 599 tractors and 12,541 intermodal containers. As of September 30, 2025, the Company'sfour reportable segments were Truckload, LTL, Logistics, and Intermodal.

Basis of Presentation

The condensed consolidated financial statements and footnotes included in this Quarterly Report include the accounts of Knight-Swift Transportation Holdings Inc. and its subsidiaries and should be read in conjunction with the consolidated financial statements and footnotes included in Knight-Swift's 2024 Annual Report. In management's opinion, these condensed consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair statement of the periods presented.

With respect to transactional/durational data, references to years pertain to calendar years. Similarly, references to quarters pertain to calendar quarters.

Note regarding comparability —The reported results do not include the LTL operations of DHE prior to its acquisition by the Company on July 30, 2024 in accordance with the accounting treatment applicable to the transaction. Accordingly, comparisons between the Company's current and prior period results may not be meaningful.

Changes in Presentation

Consolidated Statements of Cash Flows — Beginning in the fourth quarter of 2024, the Company presents gross borrowings on its revolving lines of credit and gross repayments on its revolving lines of credit as separate items. Prior period amounts have been reclassified to align with the current period presentation.

Seasonality

In the full truckload transportation industry, results of operations generally follow a seasonal pattern. Freight volumes in the first quarter are typically lower due to less consumer demand, customers reducing shipments following the holiday season, and inclement weather. At the same time, operating expenses generally increase, and tractor productivity of the Company's Truckload fleet, independent contractors and third-party carriers decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs attributed to higher accident frequency from harsh weather. These factors typically lead to lower operating profitability, as compared to other parts of the year. Additionally, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to holiday shopping trends toward delivery of gifts purchased over the Internet, as well as the length of the holiday season (consumer shopping days between Thanksgiving and Christmas). However, as the Company continues to diversify its business through expansion into the LTL industry, warehousing, and other activities, seasonal volatility is becoming more tempered. Additionally, macroeconomic trends and cyclical changes in the trucking industry, including imbalances in supply and demand, can override the seasonality faced in the industry.

Note 2 —Recently Issued Accounting Pronouncements

Date IssuedReferenceDescriptionExpected Adoption Date and MethodFinancial Statement Impact
December 2023ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures 1The amendments in the ASU update disclosure requirements related to income taxes including disclosures related to the rate reconciliation, income taxes paid, and other items.January 2025, Prospective or retrospective adoptionCurrently under evaluation, but not expected to be material
January 2025ASU 2025-01: Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement ExpensesThe amendments in this ASU clarified that ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.January 2027, Prospective adoptionCurrently under evaluation, but not expected to be material
May 2025ASU 2025-03: Business Combinations and Consolidation: Determining the Accounting Acquirer in the Acquisition of a Variable Interest EntityThe amendments in this ASU require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer.January 2027, Prospective adoptionCurrently under evaluation, but not expected to be material
July 2025ASU 2025-05: Financial Instruments – Credit Losses (Topic 326)The amendments in this ASU create a practical expedient for use when estimating expected credit losses for current accounts receivable and current contract assets that allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.January 2026, ProspectiveCurrently under evaluation, but not expected to be material
September 2025ASU 2025-06: Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted improvements to the Accounting for Internal-Use SoftwareThe amendments in this ASU remove all references to prescriptive and sequential software development stages throughout Subtopic 350-40. Therefore an entity is required to start capitalizing software costs when management has authorized and committed funding to the software project and it is probable that the project will be completed and the software will be used to perform the function intended.January 2028, Prospective or retrospective adoptionCurrently under evaluation, but not expected to be material

1 Management has established an implementation team to evaluate and implement the ASU 2023-09 related to improved tax disclosures. This team has outlined draft disclosures for management and taken steps to ensure any additional information needed to present updated disclosures is available. Based on the information currently available, the impact on the financial statements is not expected to be material. Since management is continuing to evaluate the impact of the standard, disclosures around these preliminary assessments are subject to change.

Note 3 —Acquisitions and Investments

DHE

On July 30, 2024, the Company, through a wholly owned subsidiary, acquired the operating assets and assumed certain liabilities of the regional less-than-truckload division of Dependable Highway Express, Inc. based in Los Angeles, California.

The total purchase price consideration of $185.0 million, including net working capital adjustments, was funded through borrowing on the 2021 Revolver on the transaction date. At closing, $1.5 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations. As of September 30, 2025, all scheduled funds have been released from escrow.

The goodwill recognized represents expected synergies from combining the operations of DHE with the Company, including enhanced service offerings, as well as other intangible assets that did not meet the criteria for separate recognition. The goodwill is expected to be deductible for tax purposes.

Purchase Price Allocation

The purchase price was allocated based on fair values of the assets and liabilities acquired as of the acquisition date. The purchase price allocation was open for adjustments through the end of the measurement period, which closed one year from the July 30, 2024 acquisition date.

July 30, 2024 Opening Balance Sheet as Reported at December 31, 2024AdjustmentsJuly 30, 2024 Opening Balance Sheet as Reported at September 30, 2025
Fair value of the consideration transferred$184,986$—$184,986
Other current assets445—445
Property and equipment29,796—29,796
Operating lease right-of-use assets15,448—15,448
Identifiable intangible assets 172,4001,00073,400
Other noncurrent assets98—98
Total assets118,1871,000119,187
Claims accruals – current and noncurrent portions(4,000)—(4,000)
Operating lease liabilities – current and noncurrent portions(12,400)—(12,400)
Total liabilities(16,400)—(16,400)
Goodwill$83,199$(1,000)$82,199

1 Includes $57.9 million in customer relationships and $15.5 million in trade names.

Refer to Note 12 for information regarding the impairment of the DHE tradename.

The Company did not complete any material acquisitions or investments during the quarter and year-to-date periods ended September 30, 2025.

Note 4 —Income Taxes

Effective Tax Rate —The effective tax rates for the quarters ended September 30, 2025 and September 30, 2024 were 47.0% and 32.0%, respectively. The effective tax rates for the year-to-date periods ended September 30, 2025 and 2024 were 30.4% and 32.2%, respectively. The current quarter effective tax rate was primarily impacted by a decrease in pre-tax income, and an increase in deferred tax expense following the merger of certain subsidiaries.

Valuation Allowance — Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2025 and December 31, 2024, the Company has $12.8 million and $11.1 million, respectively in valuation allowances associated with state operating loss carryforwards which may not be utilized in the future.

Unrecognized Tax Benefits — The Company has unrecognized tax benefits associated with tax credit carryforwards. Management does not expect a decrease in unrecognized tax benefits relating to credits to be necessary within the next twelve months.

Interest and Penalties — The Company didnot have accrued interest and penalties related to unrecognized tax benefits as of September 30, 2025 and December 31, 2024.

Tax Examinations — Certain of the Company's subsidiaries are currently under examination by a state jurisdiction for tax years ranging from 2019 to 2022. At the completion of these examinations, management does not expect any adjustments which would have a material impact on the Company's effective tax rate. Years subsequent to 2019 remain subject to examination.

Note 5 —Accounts Receivable Securitization

On October 23, 2023, the Company entered into the 2023 RSA, which further amended the 2022 RSA. The 2023 RSA is a secured borrowing that is collateralized by the Company's eligible receivables, for which the Company is the servicing agent. The Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to Swift Receivables Company II, LLC ("SRCII") who in turn sells a variable percentage ownership in those receivables to the various purchasers. The Company's eligible receivables are included in "Trade receivables, net of allowance for doubtful accounts" in the condensed consolidated balance sheets. As of September 30, 2025, the Company's eligible receivables generally have high credit quality, as determined by the obligor's corporate credit rating.

The 2023 RSA is subject to fees, various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type. The Company was in compliance with these covenants as of September 30, 2025. Collections on the underlying receivables by the Company are held for the benefit of SRCII and the various purchasers and are unavailable to satisfy claims of the Company and its subsidiaries.

The following table summarizes the key terms of the 2023 RSA (dollars in thousands):

2023 RSA
(Dollars in thousands)
Effective dateOctober 23, 2023
Final maturity dateOctober 1, 2025
Borrowing capacity$575,000
Accordion option 1$100,000
Unused commitment fee rate 220 to 40 basis points
Program fees on outstanding balances 3one month SOFR + credit spread adjustment 10 basis points + 82.5 basis points

1 The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers.

2 The commitment fee rates are based on the percentage of the maximum borrowing capacity utilized.

3 As identified within the 2023 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement index for SOFR.

Availability under the 2023 RSA is calculated as follows:

September 30, 2025December 31, 2024
(In thousands)
Borrowing base, based on eligible receivables$473,500$500,700
Less: outstanding borrowings 1(455,200)(459,200)
Less: outstanding letters of credit(15,730)(27,167)
Availability under accounts receivable securitization facilities$2,570$14,333

1 Outstanding borrowings are included in "Accounts receivable securitization" as of September 30, 2025 and "Accounts receivable securitization - current portion" in the condensed consolidated balance sheets as of December 31, 2024, respectively, and are offset by deferred loan costs of$0 and $0.2 million as of September 30, 2025 and December 31, 2024, respectively. Interest accrued on the aggregate principal balance at a rate of 5.2% and 5.5% as of September 30, 2025 and December 31, 2024, respectively.

Refer to Note 12 for information regarding the fair value of the 2023 RSA.

2025 RSA — On October 1, 2025, the Company entered into the Eighth Amendment to the Amended and Restated Receivables Sales Agreement ("2025 RSA"). The 2025 RSA, among other things, extends the maturity date to October 2, 2028, and removed the 10 basis point SOFR Adjustment.

Note 6 —Debt and Financing

Other than the Company's accounts receivable securitization as discussed in Note 5, the Company's long-term debt consisted of the following:

September 30, 2025December 31, 2024
(In thousands)
2025 Term Loan A-1, due July 8, 2030, net 1 2698,073—
2025 Term Loan A-2, due January 8, 2027, net 1 2299,240—
2021 Term Loan A-2, due September 3, 2026, net 1 3—349,149
2021 Term Loan A-3, due September 3, 2026, net 1 3—779,411
2023 Term Loan, due September 3, 2026, net 1 4—249,459
Revenue equipment installment notes 1 5132,272192,255
Prudential Notes, net 18,21116,611
Other6,0146,722
Total long-term debt, including current portion1,143,8101,593,607
Less: current portion of long-term debt(90,841)(148,294)
Long-term debt, less current portion$1,052,969$1,445,313
September 30, 2025December 31, 2024
(In thousands)
Total long-term debt, including current portion$1,143,810$1,593,607
2025 Revolver, due July 8, 2030 1 6707,000—
2021 Revolver, due September 3, 2026 1 6—232,000
Long-term debt, including revolving line of credit$1,850,810$1,825,607

1 Refer to Note 12 for information regarding the fair value of debt.

2 As of September 30, 2025, the carrying amounts of the 2025 Term Loan A-1 and 2025 Term Loan A-2 were net of $1.9 million and $0.8 million in deferred loan costs, respectively.

3 As of December 31, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.9 million and $0.6 million in deferred loan costs, respectively.

4 As of December 31, 2024, the carrying amounts of the 2023 Term Loan was net of $0.5 million in deferred loan costs.

5 The revenue equipment installment loans were assumed at the close of the U.S. Xpress Acquisition and have a weighted average interest rate of 4.88% and 4.68% as of September 30, 2025 and December 31, 2024, respectively.

6 The Company also had outstanding letters of credit of $18.3 million under the 2025 Revolver and $18.1 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities for both September 30, 2025 and December 31, 2024, respectively. The Company also had outstanding letters of credit of $195.3 million and $246.0 million under a separate bilateral agreement which do not impact the availability of the 2025 Revolver as of September 30, 2025 and the 2021 Revolver as of December 31, 2024, respectively.

Credit Agreements

2025 Debt Agreement — On July 8, 2025, the Company entered into the $2.5 billion 2025 Debt Agreement (an unsecured credit facility) with a group of banks, replacing the Company's prior debt agreements. The following table presents the key terms of the 2025 Debt Agreement:

2025 Term Loan A-12025 Term Loan A-22025 Revolver 2
2025 Debt Agreement Terms · (Dollars in thousands)
Maximum borrowing capacity$700,000$300,000$1,500,000
Final maturity dateJuly 8, 2030January 8, 2027July 8, 2030
Interest rate margin reference rateSOFRSOFRSOFR
Interest rate minimum margin 10.93%1.05%0.93%
Interest rate maximum margin 11.55%1.43%1.55%
Minimum principal payment — amount$8,750$—$—
Minimum principal payment — frequencyQuarterlyOnceOnce
Minimum principal payment — commencement dateSeptember 30, 2028January 8, 2027July 8, 2030

1 The interest rate margin for the 2025 Term Loans and 2025 Revolver is based on the Company's consolidated leverage ratio. As of September 30, 2025, interest accrued at 5.87% on the 2025 Term Loan A-1,5.74% on the 2025 Term Loan A-2, and 5.71% on the 2025 Revolver.

2 The commitment fee for the unused portion of the 2025 Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.1% to 0.2%. As of September 30, 2025, commitment fees on the unused portion of the 2025 Revolver accrued at 0.2% and outstanding letter of credit fees accrued at 1.5%.

The 2025 Debt Agreement contains certain financial covenants with respect to a maximum net leverage ratio and a minimum consolidated interest coverage ratio. The 2025 Debt Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock repurchases, and equipment financing. In addition to the financial covenants, the 2025 Debt Agreement 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 2025 Debt Agreement may be accelerated, and the lenders' commitments may be terminated. The 2025 Debt Agreement contains certain usual and customary restrictions and covenants relating to, among other things, dividends (which are restricted only if a default or event of default occurs and is continuing or would result therefrom), liens, affiliate transactions, and other indebtedness. As of September 30, 2025, the Company was in compliance with the covenants under the 2025 Debt Agreement.

Borrowings under the 2025 Debt Agreement are made by Knight-Swift Transportation Holdings Inc. and are guaranteed by certain of the Company's material domestic subsidiaries (other than its captive insurance subsidiaries, driving academy subsidiary, and bankruptcy-remote special purpose subsidiary).

U.S. Xpress' Revenue Equipment Installment Notes — In connection with the U.S. Xpress Acquisition, the Company assumed revenue equipment installment notes with various lenders to finance tractors and trailers. Payments are due in monthly installments with final maturities at various dates through March 15, 2028, and the notes are secured by related revenue equipment with a net book value of $116.3 million as of September 30, 2025. Terms generally range from 48 months to 84 months. The interest rates as of September 30, 2025 range from 2.0% to 7.17%.

2021 Prudential Notes — The 2021 Prudential Notes previously allowed ACT to borrow up to $125 million, less amounts currently outstanding with Prudential Capital Group, provided that certain financial ratios are maintained. The 2021 Prudential Notes have interest rates ranging from 4.05% to 4.40% and various maturity dates ranging from January 2026 through January 2028. The 2021 Prudential Notes are unsecured and contain usual and customary restrictions on, among other things, the ability to make certain payments to stockholders, similar to the provisions of the Company's 2025 Debt Agreement. As of September 30, 2025, the Company was in compliance with the covenants under the 2021 Prudential Notes.

Fair Value Measurement — See Note 12 for fair value disclosures regarding the Company's debt instruments.

Note 7 —Defined Benefit Pension Plan

Net periodic pension income and benefits paid during the quarter ended September 30, 2025 and 2024 were immaterial.

Assumptions

A weighted-average discount rate of 5.09% was used to determine benefit obligations as of September 30, 2025.

The following weighted-average assumptions were used to determine net periodic pension cost:

Quarter Ended September 30,Year-to-Date September 30,
2025202420252024
Discount rate5.24%5.25%5.38%4.96%
Expected long-term rate of return on pension plan assets5.00%6.00%5.00%6.00%

Refer to Note 12 for additional information regarding fair value measurements of the Company's investments.

Note 8 —Purchase Commitments

As of September 30, 2025, the Company had outstanding commitments to purchase revenue equipment of $142.2 million in the remainder of 2025 ($114.0 million of which were tractor commitments), andnone thereafter. These purchases may be financed through any combination of finance leases, operating leases, debt, proceeds from sales of existing equipment, and cash flows from operations.

As of September 30, 2025, the Company had outstanding commitments to purchase facilities and non-revenue equipment of $67.4 million in the remainder of 2025, $76.7 million from 2026 through 2027, $10.9 million from 2028 through 2029, andnone thereafter. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.

Note 9 —Contingencies and Legal Proceedings

Legal Proceedings

The Company is party to certain legal proceedings incidental to its business. The majority of these claims relate to bodily injury, property damage, cargo and workers' compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.

Based on our present knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of open claims and pending litigation, taking into account existing reserves, is not likely to have a materially adverse impact on our condensed consolidated financial statements. However, any future claims or adverse developments in existing claims could impact this analysis. 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 may change in the future, as new events and circumstances arise and the matters continue to develop. Cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies.

The Company has made accruals with respect to its legal matters where appropriate, as well as legal fees which are included in "Accrued liabilities" in the condensed consolidated balance sheets. The Company has recorded an aggregate accrual of approximately $5.3 million, relating to the Company's outstanding legal proceedings as of September 30, 2025.

Third-Party Carrier Insurance Commitments

During 2024, the Company finalized the terms for transactions with the insurer under the third-party reinsurance agreement covering auto liability associated with the Company's third-party carrier insurance business. The first agreement finalized on February 14, 2024, effectively transferred $161.1 million in third-party auto liability insurance claim liabilities to the insurer for policy periods from October 1, 2020 through March 31, 2023. The transfer of these liabilities was funded by conveying to the insurer the corresponding restricted cash held in trust for payment of the third-party insurance claims. A second agreement finalized on December 28, 2024, effectively transferred the remaining $77.2 million in third-party auto liability insurance claim liabilities to the insurer for the policy period of April 1, 2023 through March 31, 2024. The transfer of these liabilities was funded by conveying to the insurer the corresponding restricted cash held in trust for payment of the third-party insurance claims in installments from December 30, 2024 through October 1, 2025. The Company remains responsible for potential additional premiums and aggregate reinsurance amounts above agreed loss development thresholds depending upon the ultimate development of claims. The maximum potential additional premium under each transfer agreement is $14.0 million. As of September 30, 2025, the Company has recorded a loss contingency liability of $14.0 million related to the first transfer agreement, $11.2 million of which was accrued during the quarter ended September 30, 2025, representing estimated additional premiums as certain claims in the first transfer transaction have reached amounts above the agreed loss development thresholds noted above. This is recorded in "Insurance and claims" in the Company's condensed consolidated statements of comprehensive income.

Note 10 —Share Repurchase Plans

In April 2022, the Board approved the repurchase of up to $350.0 million of the Company's outstanding common stock (the "2022 Knight-Swift Share Repurchase Plan").

The Company madeno share repurchases during the quarter and year-to-date periods ended September 30, 2025 and 2024. no

As of September 30, 2025 and December 31, 2024, the Company had $200.0 million remaining under the 2022 Knight-Swift Share Repurchase Plan.

Note 11 —Weighted Average Shares Outstanding

Earnings per share, basic and diluted, as presented in the condensed consolidated statements of comprehensive income, are calculated by dividing net income attributable to Knight-Swift by the respective weighted average common shares outstanding during the period.

The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding:

Quarter Ended September 30,Year-to-Date September 30,
2025202420252024
(In thousands)
Basic weighted average common shares outstanding162,305161,861162,137161,687
Dilutive effect of equity awards342372400433
Diluted weighted average common shares outstanding162,647162,233162,537162,120
Anti-dilutive shares excluded from earnings per diluted share 1751232727426

1 Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented.

Note 12 —Fair Value Measurement

The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities:

September 30, 2025 · December 31, 2024
Condensed Consolidated Balance Sheets CaptionCarryingValueEstimatedFair ValueCarryingValueEstimatedFair Value
(In thousands)
Financial Assets:
Equity method investments 1Other long-term assets$113,019$113,019$104,640$104,640
Financial Liabilities:
2021 Term Loan A-2, due September 2026 1 2Finance lease liabilities and long-term debt – less current portion$—$—$349,149$350,000
2021 Term Loan A-3, due September 2026 1 2Finance lease liabilities and long-term debt– current portion,Long-term debt – less current portion——779,411780,000
2023 Term Loan, due September 2026 1 3Long-term debt – less current portion——249,459250,000
2025 Term Loan A-1, due July 8, 2030 1 4Long-term debt – less current portion698,073700,000——
2025 Term Loan A-2, due January 8, 20271 4Long-term debt – less current portion299,240300,000——
2021 Revolver, due September 2026Revolving line of credit——232,000232,000
2025 Revolver, due July 8, 2030Revolving line of credit707,000707,000——
Revenue equipment installment notes 5Finance lease liabilities and long-term debt– current portion,Long-term debt – less current portion132,272132,272192,255192,255
2021 Prudential Notes 1 6Finance lease liabilities and long-term debt– current portion,Long-term debt – less current portion8,2118,21116,61116,621
2023 RSA, due October 2025 1 7Accounts receivable securitization455,200455,200458,983459,200
Mandatorily redeemable contingent consideration 8Other long-term liabilities132,287132,287132,287132,287
Contingent consideration 8Accrued liabilities, Other long-term liabilities5,2035,2035,2035,203

1 Level 2 inputs used to estimate the fair value.

2 As of December 31, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.9 million and $0.6 million in deferred loan costs, respectively.

3 As of December 31, 2024, the carrying amount of the 2023 Term Loan was net of $0.5 million in deferred loan costs.

4 As of September 30, 2025, the carrying amounts of the 2025 Term Loan A-1 and 2025 Term Loan A-2 were net of $1.9 million and $0.8 million in deferred loan costs, respectively.

5 As of September 30, 2025, the carrying amount of the revenue equipment installment notes included $0.3 million in fair value adjustments. As of December 31, 2024, the carrying amount of the revenue equipment installment notes included $0.6 million in fair value adjustments.

6 As of September 30, 2025, the carrying amount of the 2021 Prudential Notes included $0.4 million in fair value adjustments. As of December 31, 2024, the carrying amount of the 2021 Prudential Notes was net of $10,000 in deferred loan costs and included $0.6 million in fair value adjustments.

7 The carrying amount of the 2023 RSA was net of $0.2 million in deferred loan costs as of December 31, 2024.

8 The contingent consideration is primarily related to the U.S. Xpress Acquisition.

Recurring Fair Value Measurements (Assets)—As of September 30, 2025 and December 31, 2024, there wereno major categories of assets estimated at fair value that were measured on a recurring basis.

Recurring Fair Value Measurements (Liabilities)—The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of liabilities measured on a recurring basis as of September 30, 2025 and December 31, 2024:

Fair Value Measurements at Reporting Date Using
Estimated Fair ValueLevel 1 InputsLevel 2 InputsLevel 3 InputsTotal Gain (Loss)
(In thousands)
Mandatorily redeemable contingent consideration 1$132,287$—$—$132,287$—
Contingent consideration 1$5,203$—$—$5,203$—
Mandatorily redeemable contingent consideration 1 2$132,287$—$—$132,287$1,820
Contingent consideration 15,203——5,20335,656

1 The Company measures contingent consideration liabilities at fair value each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a probability weighted value analysis as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are forecasted operating income and net income over the earnout period, and the probability outcome percentages assigned to each scenario. Significant increases or decreases to either of these inputs would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earnout liabilities. Ultimately, the liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded in earnings for business combinations.

The following is a rollforward for the summary of changes in the fair value of the Company's contingent consideration liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions:

20252024
Beginning balance$137,490$174,966
Change in fair value of contingent consideration (a)—(36,617)
Settlement of contingent consideration (b)—(859)
Ending balance$137,490$137,490

(a)The fair values of the mandatorily redeemable contingent consideration and other contingent consideration related to the U.S. Xpress Acquisition are based on Monte Carlo simulations that measure the present value of the expected future payments to be made in accordance with the provisions outlined in the purchase agreement, which is a Level 3 fair value measurement. In determining fair value, the Company estimates the future performance using financial projections developed by management about operating income and net income and the volatility associated with operating income and net income. The Company completes this valuation every six months with the next valuation being completed on December 31, 2025. The Company did not identify any indicators that would require an additional valuation as of September 30, 2025.

For the June 30, 2025 valuation, the Company used volatility rates of 40.0% and 47.0% for operating income and net income, respectively. The Company estimates future payments using the earnout formula and performance targets specified in the purchase agreement and these financial projections. These payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of U.S. Xpress to achieve the targets. For the June 30, 2025 valuation, the Company used a discount rate of 5.7%. Changes in financial projections or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration.

For the December 31, 2024 valuation, the Company used volatility rates of 38.0% and 41.0% for operating income and net income, respectively. The Company estimates future payments using the earnout formula and performance targets specified in the purchase agreement and these financial projections. These payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of U.S. Xpress to achieve the targets. For the December 31, 2024 valuation, the Company used a discount rate of 5.7%. Changes in financial projections or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration.

Based on the Company’s ongoing assessment of the fair value of the contingent consideration the Company recorded a net decrease in the estimated fair value of such liabilities of $36.6 million during 2024 which was recognized as a gain and is recorded in "Other income (expense), net" in the Company's consolidated statement of comprehensive income.

(b)The Company didnot recognize any gains in the quarter and year-to-date periods ended September 30, 2025.

The Company recognized a gain of $0.9 million during the quarter and year-to-date periods ended September 30, 2024.

2 As of December 31, 2024, the call option has expired and the mandatorily redeemable contingent consideration is now in the put option period.

Nonrecurring Fair Value Measurements (Assets)—The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of September 30, 2025 and December 31, 2024:

Fair Value Measurements at Reporting Date Using
Estimated Fair ValueLevel 1 InputsLevel 2 InputsLevel 3 InputsTotal Loss
(In thousands)
Buildings 1$—$—$—$—$(3,471)
Operating lease right-of-use assets 2$—$—$—$—$(10,692)
Software 3$—$—$—$—$(2,454)
Tradename 4$—$—$—$—$(28,800)
Buildings 5$—$—$—$—$(288)
Operating lease right-of-use assets 6$—$—$—$—$(5,974)
Equipment 7$—$—$—$—$(12,750)

1 Reflects non-cash impairments related to certain real property (within the Truckload segment).

2 Reflects non-cash impairments related to certain real property leases (within the Truckload segment).

3 Reflects non-cash impairment of discontinued software projects (within the Intermodal Segment).

4 Reflects non-cash impairment of tradenames associated with the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand (within the LTL segment).

5 Reflects the non-cash impairment of building improvements (within the Truckload segment and the All Other Segments).

6 Reflects the non-cash impairment related to the market value of a facility lease (within the Truckload segment).

7 Reflects the non-cash impairment of certain revenue equipment held for sale and other equipment (within the Truckload segment and the All Other Segments).

Nonrecurring Fair Value Measurements (Liabilities)—As of September 30, 2025 and December 31, 2024, the Company hadno major categories of liabilities estimated at fair value that were measured on a nonrecurring basis.

Gain on Sale of Operating Assets —Net gains on disposals, including disposals of operating property and equipment classified as assets held for sale, are reported in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. The Company recorded net gains of:

$20.9 million and $9.2 million for the quarters ended September 30, 2025 and 2024, respectively.

$48.2 million and $21.8 million for the year-to-date periods ended September 30, 2025 and 2024, respectively.

Fair Value of Pension Plan Assets—The following table sets forth by level the fair value hierarchy of ACT's pension plan financial assets accounted for at fair value on a recurring basis. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ACT's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels.

Fair Value Measurements at Reporting Date Using:
EstimatedFair ValueLevel 1 InputsLevel 2 InputsLevel 3 Inputs
(In thousands)
Fixed income funds$33,707$33,707$—$—
Cash and cash equivalents930930——
Total pension plan assets$34,637$34,637$—$—
Fixed income funds$33,399$33,399$—$—
Cash and cash equivalents389389——
Total pension plan assets$33,788$33,788$—$—

Note 13 —Related Party Transactions

Quarter Ended September 30, · Year-to-Date September 30,
2025202420252024
Provided by Knight-SwiftReceived by Knight-SwiftProvided by Knight-SwiftReceived by Knight-SwiftProvided by Knight-SwiftReceived by Knight-SwiftProvided by Knight-SwiftReceived by Knight-Swift
(In thousands)
Facility and Equipment Leases$288$179$250$145$763$433$697$436
Other Services$—$9$—$9—26—26
September 30, 2025December 31, 2024
ReceivablePayableReceivablePayable
(In thousands)
Certain affiliates 1$—$99$—$136

1"Certain affiliates" includes entities that are associated with various board members and executives and require approval by the Audit Committee of the Board prior to completing transactions. Transactions with these entities generally include facility and equipment leases and other services.

Note 14 —Financial Information by Segment and Geography

Segment Information

Quarter Ended September 30, 2025
Operating income (loss) by segment:TruckloadLTLLogisticsIntermodalAll Other SegmentsEliminationsTotal
(In thousands)
Total revenue$1,236,634$394,501$140,404$94,083$88,880$(27,445)$1,927,057
Less 1:
Salaries, wages, and benefits$447,534$218,293$6,804$14,894$68,314$(561)$755,278
Fuel185,00232,069—4,188548—221,807
Operations and maintenance 2129,95527,4894,2004,939(18,522)(5,624)142,437
Insurance and claims83,99517,4197821,07813,223—116,497
Depreciation and amortization of property and equipment133,61224,3344675,90714,716—179,036
Purchased transportation111,7626,885114,74957,4454,043(10,498)284,386
Other segment items 2 3108,87369,7056,5657,930(5,021)(10,762)177,290
Total operating expense$1,200,733$396,194$133,567$96,381$77,301$(27,445)$1,876,731
Operating income (loss)$35,901$(1,693)$6,837$(2,298)$11,579$—$50,326
Operating ratio97.1%100.4%95.1%102.4%87.0%100.0%97.4%
Quarter Ended September 30, 2024 (Recast)
Operating income (loss) by segment:TruckloadLTLLogisticsIntermodalAll Other SegmentsEliminationsTotal
(In thousands)
Total revenue$1,258,156$325,412$143,581$102,679$68,438$(21,590)$1,876,676
Less 1:
Salaries, wages, and benefits$453,863$181,652$6,473$16,271$68,701$(602)$726,358
Fuel182,44626,073—4,346624—213,489
Operations and maintenance 2134,29419,9053,1127,279(17,336)(4,836)142,418
Insurance and claims71,37512,4671,304722642—86,510
Depreciation and amortization of property and equipment135,37620,8727785,64115,931—178,598
Purchased transportation112,5753,765117,90064,4762,589(6,044)295,261
Other segment items 2 3122,87136,1227,3305,331(8,924)(10,108)152,622
Total operating expense$1,212,800$300,856$136,897$104,066$62,227$(21,590)$1,795,256
Operating income (loss)$45,356$24,556$6,684$(1,387)$6,211$—$81,420
Operating ratio96.4%92.5%95.3%101.4%90.9%100.0%95.7%

1 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

2 The credits within All Other Segments represent allocations within corporate to the other segments.

3 Other segment items for each reportable segment include operating taxes and licenses, communications, amortization of intangibles, rental expense, impairments, and other miscellaneous operating expenses.

Year-to-Date September 30, 2025
Operating income (loss) by segment:TruckloadLTLLogisticsIntermodalAll Other Segments 2EliminationsTotal
(In thousands)
Total revenue$3,643,220$1,133,756$410,323$269,251$234,891$(78,082)$5,613,359
Less 1:
Salaries, wages, and benefits$1,326,730$635,872$20,342$44,336$205,905$(1,666)$2,231,519
Fuel527,91590,728—12,4171,559—632,619
Operations and maintenance 2375,52177,60813,45017,702(53,298)(16,204)414,779
Insurance and claims221,00845,9223,0754,26119,737—294,003
Depreciation and amortization of property and equipment397,49371,4961,54017,53944,985—533,053
Purchased transportation326,68823,807334,701161,8959,742(29,431)827,402
Other segment items 2 3341,944158,98919,68818,640(18,101)(30,781)490,379
Total operating expense$3,517,299$1,104,422$392,796$276,790$210,529$(78,082)$5,423,754
Operating income (loss)$125,921$29,334$17,527$(7,539)$24,362$—$189,605
Operating ratio96.5%97.4%95.7%102.8%89.6%100.0%96.6%
Year-to-Date September 30, 2024 (recast)
Operating income (loss) by segment:TruckloadLTLLogisticsIntermodalAll Other SegmentsEliminationsTotal
(In thousands)
Total revenue$3,785,408$914,012$402,010$288,192$221,796$(65,621)$5,545,797
Less 1:
Salaries, wages, and benefits$1,344,912$497,282$20,232$45,710$204,925$(1,918)$2,111,143
Fuel578,40077,304—13,0371,910—670,651
Operations and maintenance 2397,73554,7737,90021,045(51,119)(15,032)415,302
Insurance and claims234,61138,5954,8283,03233,328—314,394
Depreciation and amortization of property and equipment412,32157,9662,70816,65149,667—539,313
Purchased transportation345,89511,358331,396180,12910,601(20,093)859,286
Other segment items 2 3379,54898,84221,03016,600(17,169)(28,578)470,273
Total operating expense$3,693,422$836,120$388,094$296,204$232,143$(65,621)$5,380,362
Operating income (loss)$91,986$77,892$13,916$(8,012)$(10,347)$—$165,435
Operating ratio97.6%91.5%96.5%102.8%104.7%100.0%97.0%

1 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

2 The credits within All Other Segments represent allocations within corporate to the other segments.

3 Other segment items for each reportable segment include operating taxes and licenses, communications, amortization of intangibles, rental expense, impairments, and other miscellaneous operating expenses.

Geographical Information

In the aggregate, total revenue from the Company's international operations was less than 5.0% of consolidated total revenue for the quarters ended September 30, 2025 and 2024. Additionally, long-lived assets on the Company's international subsidiary balance sheets were less than 5.0% of consolidated total assets as of September 30, 2025 and December 31, 2024.

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