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Knight-Swift Transportation Holdings Inc.

For the period ended Mar 31, 2026. Filed Apr 29, 2026.

View on SEC.gov

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.

Mar 31, 2026 · Filed Apr 29, 2026

KNX$58.41-1.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-29.

0001492691-25-000074

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-29.

0001492691-26-000038

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 287 previous paragraphs and 253 current paragraphs.

131 unchanged; 76 reworded; 44 added; 73 removed; 7 previous and 2 current paragraphs rearranged.

Tables are not compared: 33 previous and 33 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (44)

Current report

•Truckload — 96.9% operating ratio during the quarter ended March 31, 2026. The Adjusted Operating Ratio 1 was 96.3%, with a 0.3% year-over-year decrease in revenue, excluding fuel surcharge and intersegment transactions.

Current report

•LTL — 101.0% operating ratio during the quarter ended March 31, 2026. The Adjusted Operating Ratio 1 deteriorated 540 basis points year-over-year to 99.6%, primarily due to $18.0 million of expense for adverse claims development in our LTL segment, primarily related to an adverse arbitration ruling on a 2022 claim.

Current report

•Intermodal —101.5% operating ratio during the quarter ended March 31, 2026, as year-over-year load count and revenue per load increased 1.2% and 1.6%, respectively.

Current report

•All Other Segments — Operating loss was $7.1 million during the quarter ended March 31, 2026 compared to operating income of $6.0 million during the comparable period of 2025, largely as a result ofinclusion of $5.2 million of costs for the accounts receivable securitization program during the first quarter of 2026 that were previously reported in interest expense under the prior arrangement during the first quarter of 2025 and due to startup costs on new contract awards for which revenue is expected to ramp in the coming months.

Current report

Freight markets during the first quarter reflected continued adjustment following a prolonged period of excess capacity, alongside emerging impacts from regulatory enforcement and episodic weather disruption. In the one‑way truckload market, regulatory actions by the Federal Motor Carrier Safety Administration ("FMCSA") and US Department of Transportation ("DOT") related to driver qualifications, Commercial Driver's License ("CDL") issuance, and hours‑of‑service compliance are beginning to affect capacity, particularly among certain lower‑cost operators, contributing to tighter conditions in portions of the market.

Current report

Market volatility increased early in the quarter following severe winter weather in January, which disrupted networks and temporarily constrained available capacity. While weather‑related impacts moderated as the quarter progressed, broader market indicators pointed to a gradual tightening environment, including higher load tender activity, increased tender rejections, and firmer spot pricing. Demand trends remained uneven across geographies and customer segments, resulting in continued variability in freight flows.

Current report

Against this backdrop, truckload pricing activity increased during the quarter as bid cycles accelerated. Unlike prior periods characterized by elevated excess capacity, bid activity increasingly reflected shippers’ focus on securing reliable service amid tightening availability. Turnback and off‑cycle bid activity also became more common as networks adjusted. In response, we remained focused on disciplined pricing, selective freight alignment, and maintaining network efficiency while navigating these evolving market conditions.

Current report

In the LTL market, conditions were comparatively stable. Shipment activity was impacted early in the quarter by winter weather before returning closer to typical seasonal patterns. As the quarter progressed, changes in shipment characteristics, including higher weights and longer lengths of haul, reflected shifts in freight mix within the market. We continued to focus on operational execution and network optimization as these trends developed.

Current report

Logistics market conditions remained competitive, with third‑party carrier availability and pricing influenced by tighter capacity and heightened compliance standards across the industry. These dynamics contributed to ongoing volatility in volumes and margins, particularly in contract freight, while spot market conditions improved later in the quarter. Intermodal markets also showed sequential improvement as weather disruptions eased, although pricing competition remained elevated.

Current report

Overall, freight markets during the first quarter continued to transition as capacity, regulatory developments, and weather‑related disruptions influenced conditions across transportation modes. While certain indicators exiting the quarter suggested improving balance between supply and demand, market conditions remain subject to uncertainty related to economic activity, fuel costs, regulatory outcomes, and seasonal demand patterns.

Current report

•Truckload Segment revenue, excluding fuel surcharge, up low single digit percent year-over-year with operating margins improving 100 - 200 basis points year-over-year for second quarter.

Current report

•LTL Segment revenue, excluding fuel surcharge, up low single digit percent year-over-year in second quarter, driven by mix and yield improvement, with shipment count relatively stable year-over-year,

Current report

•Adjusted Operating Ratio in low 90's for second quarter.

Current report

•Logistics Segment revenue up low-to-mid single-digit percent year-over-year in second quarter,

Current report

•Adjusted Operating Ratio improving 150 - 250 basis points sequentially in second quarter.

Current report

•Net interest expense fairly flat sequentially in second quarter,

Current report

•"Other income, net" below the line expected to be roughly $4 million to $5 million in second quarter,

Current report

Operating Results: First Quarter 2026 compared to First Quarter 2025

Current report

•Contributor — $16.3 million decrease in operating income within our LTL segment primarily due to $18.0 million of expense for claims development, primarily related to an adverse arbitration ruling on a 2022 claim.

Current report

•Contributor —$7.5 million decrease in operating income within our Truckload segment primarily due to $4.1 million of expense in our Truckload segment for an adverse decision on VAT reimbursement in Mexico for prior tax years.

Current report

•Contributor — $13.1 million decrease in operating income within the All Other Segments, partially due to the inclusion of $5.2 million of costs for the accounts receivable securitization program that were previously reported in interest expense under the prior arrangement and due to startup costs on new contract awards for which revenue is expected to ramp in the coming months.

Current report

•Offset — $10.4 million decrease in consolidated income tax expense primarily due to a decrease in pre-tax income. Our effective tax rate for the first quarter of 2026 was 7.0%, compared to 25.4% for the first quarter of 2025.

Current report

3 Includes 19,017 and 19,840 average company-owned tractors for the first quarter of 2026 and 2025, respectively.

Current report

Comparison Between the Quarters Ended March 31, 2026 and 2025 —The Truckload segment experienced a rapidly evolving market in the first quarter as freight market tightness became more evident. After unusually disruptive winter weather early in the quarter, most of this segment's operating fundamentals improved progressively through the quarter, including total miles, utilization, tender rejection rates, and revenue per mile, excluding fuel surcharge. The spike in fuel prices during March did reduce the earnings contribution of the stronger miles. Truckload segment revenue, excluding fuel surcharge and intersegment transactions, was essentially flat year-over-year, as a 1.4% improvement in revenue per loaded mile, excluding fuel surcharge and intersegment transactions, largely offset a 1.8% decrease in loaded miles. Miles per tractor improved 1.2% year-over-year as a result of an increase in load tenders and our efforts to drive productivity. Adjusted Operating Income declined $7.6 million year-over-year, largely as a result of the $4.1 million charge for an adverse decision in VAT reimbursement, as well as the volume and cost headwinds from the severe winter weather and fuel escalation in the quarter. Strengthening rates and improvement in empty miles helped to largely offset these headwinds, allowing our Truckload segment to produce an Adjusted Operating Ratio that only deteriorated 70 basis points year-over-year. U.S. Xpress made further progress on operating efficiency and trailed the legacy brands in Adjusted Operating Ratio by approximately 300 basis points for the quarter.

Current report

The ongoing progress at U.S. Xpress is encouraging, and we expect this business will continue closing the gap in margin performance with our legacy brands as the market improves. We are focused on closely monitoring market pricing and demand development, intentionally deploying capacity, intensely managing costs, increasing our seated truck percentage, and enhancing utilization in order to maximize the opportunities provided by an improving market.

Current report

Comparison Between the Quarters Ended March 31, 2026 and 2025 —Our LTL segment experienced shipment volumes that generally followed muted seasonal patterns before improving late in the quarter while weight per shipment improved sequentially throughout the quarter to the highest average levels since our entry into this business in 2021. Length of haul also continues to grow as supported by our expanded network footprint. The improvement in freight mix helped to largely offset the negative impacts to volumes and costs from severe winter weather disruption in the quarter. Revenue, excluding fuel surcharge, grew 2.6% year-over-year as a 5.2% increase in weight per shipment and an 8.5% increase in length of haul offset a 1.0% decrease in shipments per day. Revenue per hundredweight, excluding fuel surcharge, fell 0.7%, driven by the increase in weight per shipment while renewal rates continue their recent trend of mid single-digit percentage increases. Revenue per shipment, excluding fuel surcharge, increased by 4.4% year-over-year. The Adjusted Operating Ratio was 99.6%, and Adjusted Operating Income decreased $16.5 million, primarily driven by the $18.0 million adverse claim development cited above, which negatively impacted the Adjusted Operating Ratio by 570 basis points. We are encouraged by the turnaround in shipment weights that had been slowly falling for the past few years and anticipate that the return of seasonal demand patterns will continue into the second quarter.

Current report

2 Includes 553 and 576 company-owned tractors for the first quarter of 2026 and 2025, respectively.

Current report

Comparison Between the Quarters Ended March 31, 2026 and 2025 —The Intermodal segment grew revenue 2.7% and improved its operating ratio 50 basis points year-over-year as a 1.6% increase in revenue per load and a 1.2% increase in load count offset headwinds from winter weather in the quarter. Load count and revenue per load improved progressively throughout the quarter. We remain focused on delivering excellent service and driving appropriate returns through cost control, network balance, equipment utilization, and growing our load count with disciplined pricing.

Current report

Comparison Between the Quarters Ended March 31, 2026 and 2025 —Revenue within our All Other Segments for the first quarter increased 13.5% primarily driven by growth in our warehousing business. Operating results declined year-over-year to an operating loss partially due to the inclusion of $5.2 million of costs for the accounts receivable securitization program, startup costs on new contract awards in our warehousing business for which revenue is expected to ramp in the coming months, and the delay of warehousing project opportunities into the second and third quarters for which costs had already begun to be incurred.

Current report

Operations and maintenance expense decreased $3.9 million for the first quarter of 2026, as compared to the first quarter of 2025, primarily due to the decrease in company miles discussed above.

Current report

Comparison Between Quarters Ended March 31, 2026 and 2025 — Consolidated insurance and claims expense increased by $16.9 million for the first quarter of 2026, as compared to the same period last year. This increase was primarily due to $18.0 million of expense for claims development in our LTL segment, primarily related to an adverse arbitration ruling on a 2022 claim.

Current report

Operating taxes and licenses expenses increased by $3.0 million for the first quarter of 2026 as compared to the first quarter of 2025, primarily due to $4.1 million of expense in our Truckload segment for an adverse decision on VAT reimbursement in Mexico for prior tax years.

Current report

Communications expense decreased $0.9 million for the first quarter of 2026 primarily due to the decrease in total miles discussed above.

Current report

Comparison Between Quarters Ended March 31, 2026 and 2025 — Consolidated rental expense increased $2.2 million for the first quarter of 2026, primarily due to higher rental renewal rates on several of our leased properties.

Current report

Comparison Between the Quarters Ended March 31, 2026 and 2025 —As a percentage of revenue, excluding truckload and LTL fuel surcharge, consolidated purchase transportation expense remained flat year-over-year.

Current report

First quarter 2026 reflects non-cash impairments related to certain intangible assets (within the All Other Segments) and assets held for sale (within the Truckload segment). First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment).

Current report

•First quarter 2026 reflects non-cash impairments related to certain intangible assets (within the All Other Segments) and assets held for sale (within the Truckload segment).

Current report

5 "Restructuring expense" reflects costs incurred with the wind-down of Abilene Motor Express and is included within "Operations and maintenance" and "Miscellaneous operating expenses" in the condensed statements of comprehensive income.

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Removed paragraphs (73)

Previous report

•Truckload — 96.5% operating ratio during the year-to-date period ended September 30, 2025. The Adjusted Operating Ratio 1 was 95.4%, with a 3.0% year-over-year decrease in revenue, excluding fuel surcharge and intersegment transactions. Cost-reduction efforts led to a 0.4% reduction in our Adjusted Operating Expenses per mile for the year-to-date period ended September 30, 2025, compared to the year-to-date period ended September 30, 2024.

Previous report

•LTL — 97.4% operating ratio during the year-to-date period ended September 30, 2025. The Adjusted Operating Ratio 1 deteriorated 410 basis points year-over-year to 92.6%, due to start-up costs and early-stage operations at recently opened facilities as well as some lingering costs from the integration of the DHE Acquisition. We opened eleven new locations during the year-to-date period ended September 30, 2025, as we continue to invest in our network.

Previous report

•Intermodal —102.8% operating ratio during the year-to-date period ended September 30, 2025, as year-over-year load count decreased 6.9%, partially offset by a 0.3% increase in revenue per load.

Previous report

•All Other Segments — Operating income increased to $24.4 million during the year-to-date period ended September 30, 2025 from a $10.3 million operating loss during the comparable period of 2024, largely as a result of our warehousing business and leasing businesses and reflects improvement from the prior year period, which had included a $19.5 million operating loss for the third-party insurance business we exited during the first quarter of 2024 partially offset by the $14.0 million loss contingency in 2025.

Previous report

Freight markets remain volatile, with shippers cautious and demand patterns diverging from historical norms. While overall demand in the truckload market has been steady through early October, we have seen more proactive customer engagement around peak season projects, including interest from clients who were previously inactive. The usual seasonal uptick has yet to materialize, but early bid season results show stable demand, less lane turnover, and modest rate improvements. Customers appear to be consolidating their carrier base, increasingly favoring reliable, asset-based providers.

Previous report

On the capacity front, regulatory changes, particularly around driver qualifications and non-domiciled CDLs, are expected to reduce lower-cost market capacity. Carrier downsizing, failures among mid-sized operators, and large carriers shifting toward dedicated services are further tightening supply. Private fleet growth is also slowing as replacement costs rise, which may constrain capacity in the one-way market, where we are most active. Sustained regulatory enforcement could shift the supply-demand balance by 2026, creating a more favorable environment for our truckload segment and supporting margin growth.

Previous report

Our Logistics business is central to our strategy as customers seek integrated, flexible solutions. By leveraging technology-enabled power-only services and our extensive trailer pools, we believe we are positioned to provide scalable capacity and responsive service. We expect continued investment in technology and process efficiency will further differentiate our offering and support margin improvement as shippers prioritize reliability and asset-backed solutions.

Previous report

In Intermodal, we are optimizing cost structure and network management while strengthening rail partnerships. This segment is well-placed to serve customers seeking alternative transportation modes and longer-haul solutions, especially as supply chain strategies evolve. Enhanced equipment utilization and streamlined operations should drive service improvements and cost competitiveness, with new rail efficiencies expected to support volume growth.

Previous report

Our LTL business is building momentum, supported by unified AAA Cooper branding across the network. We are expanding our LTL footprint and customer base, focusing on operational execution and cost efficiency. As facility expansion moderates, we are prioritizing optimization of existing locations and leveraging bid activity to drive shipment volume and efficiency. We believe industry trends favoring regional coverage and integrated solutions position our LTL segment for continued growth.

Previous report

Despite near-term uncertainty, we believe we are well-positioned to capitalize on emerging opportunities and expect market conditions to improve over the medium term.

Previous report

•Truckload Segment revenue fairly stable sequentially with operating margins improving 250 - 350 basis points sequentially,

Previous report

•Revenue per loaded mile improves low single-digit percent sequentially on seasonal opportunities,

Previous report

•Tractor count stable and utilization down modestly sequentially.

Previous report

•LTL Segment revenue, excluding fuel surcharge, growth between 10% - 15% year-over-year in fourth quarter,

Previous report

•Similar Adjusted Operating Ratio as prior year fourth quarter.

Previous report

•Logistics Segment revenue and Adjusted Operating Income increase mid-teens percent sequentially.

Previous report

•Net interest expense declines modestly sequentially in fourth quarter,

Previous report

Note: 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.

Previous report

Operating Results: Third Quarter 2025 compared to Third Quarter 2024

Previous report

•Contributor — $26.2 million decrease in operating income within our LTL segment primarily due to the $28.8 million trade name impairment as a result of our decision to combine our LTL brands under the AAA Cooper trade name.

Previous report

•Contributor —$9.5 million decrease in operating income within our Truckload segment largely as a result of $12.0 million of higher insurance and claims costs at U.S. Xpress.

Previous report

•Offset — $5.4 million increase in operating income within the All Other Segments, driven by a 29.9% increase in revenue primarily driven by our warehousing and leasing businesses.

Previous report

•Offset — $0.5 million increase in other income, net, primarily due to current quarter income within our portfolio of investments.

Previous report

•Offset — $0.2 million increase in operating income within our Logistics segment due to a 3.6% increase in revenue per load.

Previous report

•Offset — $6.7 million decrease in consolidated income tax expense, was primarily due to a decrease in pretax income which was partially offset by an increase in deferred tax expense following the merger of certain subsidiaries. Our effective tax rate for the third quarter of 2025 was 47.0%, compared to 32.0% for the third quarter of 2024.

Previous report

Operating Results: Year-To-Date September 30, 2025 Compared to Year-To-Date September 30, 2024

Previous report

The $24.6 million increase in net income attributable to Knight-Swift to $72.7 million during the year-to-date period ended September 30, 2025 from $48.1 million during the same period last year includes the following:

Previous report

•Contributor —$33.9 million increase in operating income within our Truckload segment primarily due to a 0.4% year-over-year reduction in our Adjusted Operating Expenses per mile.

Previous report

•Contributor — $34.7 million increase in operating income within the All Other Segments, largely as a result of exiting the third-party insurance business at the end of the first quarter of 2024.

Previous report

•Offset — $48.6 million decrease in operating income within our LTL segment primarily due to the tradename impairment mentioned above, and start-up costs and early-stage operations at recently opened facilities.

Previous report

•Offset — $9.4 million increase in consolidated income tax expense, was primarily due to the increase in pretax income, and an increase in deferred tax expense following the merger of certain subsidiaries. Our effective tax rate for the year-to-date period ended September 30, 2025 was 30.4%, compared to 32.2% for the year-to-date period ended September 30, 2024.

Previous report

3 Includes 19,265 and 20,688 average company-owned tractors for the third quarter of 2025 and 2024, respectively. Includes 19,474 and 20,838 average company-owned tractors for the year-to-date periods September 30, 2025 and 2024, respectively.

Previous report

Comparison Between the Quarters Ended September 30, 2025 and 2024 —Truckload segment revenue, excluding fuel surcharge and intersegment transactions, declined 2.1% year-over-year, driven by a 2.3% decrease in loaded miles. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, was stable year-over-year and sequentially recovered part of the dip seen in the second quarter. Adjusted Operating Income declined $7.3 million year-over-year, largely as a result of $12.0 million of higher insurance and claims costs at U.S. Xpress ($0.05 negative impact to Adjusted EPS) primarily driven by settling two large U.S. Xpress accident claims from 2023, one of which occurred prior to our July 2023 acquisition and the other shortly thereafter. These accidents occurred prior to integration of U.S. Xpress' hiring, safety, and claims management practices which have since begun to produce meaningful improvements in safety metrics. The third quarter combined Adjusted Operating Ratio was 60 basis points higher year-over-year as the settlements noted above offset ongoing progress on our cost structure. Excluding U.S. Xpress, the legacy truckload brands operated at a 93.7% Adjusted Operating Ratio. Miles per tractor improved 4.2% year-over-year as a result of our efforts to drive productivity and reduce underutilized assets. We continue to make tangible progress improving our cost structure to position our business to generate meaningful returns as market conditions recover.

Previous report

Comparison Between Year-to-Date September 30, 2025 and 2024 —Truckload segment revenue, excluding fuel surcharge and intersegment transactions declined 3.0% year-over-year, driven by a 3.5% decrease in loaded miles. Adjusted Operating Ratio improved 130 basis points during the year-to-date period ended September 30, 2025, to 95.4%, reflecting improvements of 90 basis points for U.S. Xpress and 140 basis points for our legacy trucking businesses. Miles per tractor improved 3.0% year-over-year as a result of our efforts to drive productivity and reduce underutilized assets. Our cost-reduction efforts led to a 0.4% year-over-year reduction in our Adjusted Operating Expenses per mile.

Previous report

We are also excited to share that we are adopting the strong and historically significant AAA Cooper brand across our entire LTL business. The consolidated branding recognizes that we are already one business, operating seamlessly on one system through one network to present a cohesive solution to our customers, while simplifying administration and communication. We are pleased with the growth of our LTL business and continue to focus on building out our network and improving margins.

Previous report

Comparison Between the Quarters Ended September 30, 2025 and 2024 —Our LTL segment grew revenue, excluding fuel surcharge, 21.5% as shipments per day increased 14.2% year-over-year, as we lapped the acquisition of DHE on July 30, 2024. Revenue per hundredweight, excluding fuel surcharge, increased 6.1%, while revenue per shipment, excluding fuel surcharge, increased by 6.6%. Weight per shipment increased 0.4% for the first year-over-year increase in this metric since our 2021 entry into this business. The $1.7 million operating loss is due to the $28.8 million trade name impairment as a result of our decision to combine our LTL brands under the AAA Cooper trade name. Adjusted Operating Income increased 10.1%, marking the first year-over-year improvement in five quarters as volumes remained sequentially stable while operational and cost initiatives begin to gain traction. The Adjusted Operating Ratio was 90.6% for the third quarter, which was an improvement of 250 basis points from the second quarter, counter to the typical seasonal degradation.

Previous report

Comparison Between Year-to-Date September 30, 2025 and 2024 —Our LTL segment grew revenue, excluding fuel surcharge, 25.4% as shipments per day increased 19.8% during the year-to-date period ended September 30, 2025, which includes the acquisition of DHE on July 30, 2024. Revenue per hundredweight, excluding fuel surcharge, increased 8.3%, while revenue per shipment, excluding fuel surcharge, increased by 6.7%, with weight per shipment decreased 1.5%. This segment produced a 92.6% Adjusted Operating Ratio during the year-to-date period ended September 30, 2025, and Adjusted Operating Income decreased 19.0% when compared to the year-to-date period ended September 30, 2024, due to the decline in operating margin primarily attributable to early-stage operations at our recently opened facilities as well as continued costs related to the integration of DHE.

Previous report

Comparison Between Year-to-Date September 30, 2025 and 2024 —The Logistics segment Adjusted Operating Ratio was 94.9%, with agross margin of 18.2% in the year-to-date period ended September 30, 2025. Revenue increased 2.1% year-over-year, driven by an 8.3% increase in revenue per load, partially offset by a 6.0% decline in load count.

Previous report

2 Includes 527 and 566 company-owned tractors for the third quarter of 2025 and 2024, respectively.

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Reworded paragraphs (76)

Previous wording

•future insurance claims, coverage, coverage limits, premiums, and self-insured retention limits, including the potential impact of adverse developments in our prior period claims, and charges related to the exit from our third-party carrier insurance business,

Current wording

•future insurance claims, coverage, coverage limits, premiums, and self-insured retention limits, including the potential impact of adverse developments in our prior period claims,

Previous wording

Such statements may be identified by their use of terms or phrases such as "believe," "may," "could," "will," "would," "should," "expects," "estimates," "designed," "likely," "foresee," "goals," "seek," "target," "forecast," "projects," "anticipates," "plans," "intends," "hopes," "strategy," "potential," "objective," "pursue," "continue," "outlook," "confident," "feel," and similar terms and phrases. Forward-looking statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to materially differ from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A "Risk Factors" in our 2024 Annual Report, and various disclosures in our press releases, stockholder reports, and other filings with the SEC.

Current wording

Such statements may be identified by their use of terms or phrases such as "believe," "may," "could," "will," "would," "should," "expects," "estimates," "designed," "likely," "foresee," "goals," "seek," "target," "forecast," "projects," "anticipates," "plans," "intends," "hopes," "strategy," "potential," "objective," "pursue," "address," "mission," "maintain," "ongoing," "predicts," "budgets," "remains," "continue," "outlook," "confident," "feel," and similar terms and phrases. Forward-looking statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to materially differ from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A "Risk Factors" in our 2025 Annual Report, and various disclosures in our press releases, stockholder reports, and other filings with the SEC.

Previous wording

Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple full truckload, LTL, intermodal, and other complementary services. Our objective is to operate our business with industry-leading margins and continued organic growth and growth through acquisitions while providing safe, high-quality, cost-effective solutions for our customers. Knight-Swift uses a nationwide network of business units and terminals in the US and Mexico to serve customers throughout North America. In addition to operating the country's largest truckload fleet, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors. Our four reportable segments are Truckload, LTL, Logistics, and Intermodal. Additionally, we have various non-reportable segments.

Current wording

Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple full truckload, LTL, intermodal, and other complementary services. Our objective is to operate our business with industry-leading margins, continue organic growth, and continue growth through acquisitions while providing safe, high-quality, cost-effective solutions for our customers. Knight-Swift uses a nationwide network of business units and terminals in the US and Mexico to serve customers throughout North America. In addition to operating one of the country's largest truckload fleets, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors. Our four reportable segments are Truckload, LTL, Logistics, and Intermodal. Additionally, we have various other operating segments, included within our All Other Segments.

Previous wording

Consolidated operating income increased 14.6% to $189.6 million during the year-to-date period ended September 30, 2025, as compared to the same period last year. Net income attributable to Knight-Swift increased 51.1% to $72.7 million.

Current wording

Consolidated operating income decreased 57.1% to $28.6 million during the quarter ended March 31, 2026, as compared to the same period last year. Net (loss) income attributable to Knight-Swift decreased 104.3% to a $1.3 million loss.

Previous wording

•Logistics —95.7% operating ratio during the year-to-date period ended September 30, 2025. The Adjusted Operating Ratio 1 was 94.9% with a gross margin of 18.2%. Revenue increased 2.1% year-over-year. Revenue per load increased 8.3% and was partially offset by a 6.0% decline in load count.

Current wording

•Logistics —97.2% operating ratio during the quarter ended March 31, 2026. The Adjusted Operating Ratio 1 was 96.2% with a gross margin of 16.6%. Revenue decreased 9.9% year-over-year driven by an 18.9% decline in load count, partially offset by a 10.4% increase in revenue per load.

Previous wording

•Liquidity and Capital —During the year-to-date period ended September 30, 2025, we generated $543.4 million in operating cash flows and Free Cash Flow 1 of $136.1 million. We paid down $112.4 million in finance lease liabilities, $118.8 million in operating lease liabilities, and had $471.0 million of net borrowings on our 2025 Revolver, 2021 Revolver, and 2023 RSA, $360.0 million of which was used to pay down outstanding term loan balances, during the year-to-date period ended September 30, 2025. On July 8, 2025, the Company entered into a $2.5 billion 2025 Debt Agreement, replacing the Company's previous $2.3 billion 2021 Debt Agreement and the Company’s previous $250 million 2023 Term Loan. As of September 30, 2025, we had a balance of $192.7 million in unrestricted cash and cash equivalents, $2.7 billion face value outstanding debt, net of unrestricted cash, and $7.1 billion of stockholders' equity. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants. See discussion under "Liquidity and Capital Resources" for additional information.

Current wording

•Liquidity and Capital —During the quarter ended March 31, 2026, we generated $142.5 million in operating cash flows and Free Cash Flow 1 of $56.9 million. We paid down $33.3 million in finance lease liabilities, $41.4 million in operating lease liabilities, and had $32.0 million of net borrowings on our 2025 Revolver during the year-to-date period ended March 31, 2026. As of March 31, 2026, we had a balance of $222.8 million in unrestricted cash and cash equivalents, $2.1 billion face value outstanding debt, net of unrestricted cash, and $7.1 billion of stockholders' equity. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants. See discussion under "Liquidity and Capital Resources" for additional information.

Previous wording

2 Our tractor fleet within the Truckload segment had a weighted average age of 2.7 years and 2.6 years as of September 30, 2025 and 2024, respectively.

Current wording

2 Our tractor fleet within the Truckload segment had a weighted average age of 2.9 years and 2.8 years as of March 31, 2026 and 2025, respectively.

Previous wording

3 Our average trailers includes 9,965 and 8,510 trailers related to leasing activities recorded within our All Other Segments for the quarters ended September 30, 2025 and 2024, respectively. Our trailer fleet within the Truckload segment had a weighted average age of 9.5 years and 9.1 years as of September 30, 2025 and 2024, respectively. Our average trailers includes 9,862 and 8,718 trailers related to leasing activities recorded within our non-reportable segments for the year-to-date periods September 30, 2025 and 2024, respectively.

Current wording

3 Our average trailers includes 8,950 and 9,336 trailers related to leasing activities recorded within our All Other Segments for the quarters ended March 31, 2026 and 2025, respectively. Our trailer fleet within the Truckload segment had a weighted average age of 10.9 years and 8.8 years as of March 31, 2026 and 2025, respectively. Starting with the fourth quarter of 2025, the Company is excluding chassis trailers from its average trailer calculation. Prior period information has been recast for comparability.

Previous wording

4 Our LTL tractor fleet had a weighted average age of 3.9 years and 4.2 years as of September 30, 2025 and 2024, respectively. Our LTL tractor fleet includes 677 and 615 tractors from ACT's dedicated and other businesses for the quarters ended September 30, 2025 and 2024, respectively. Our LTL tractor fleet includes 668 and 613 tractors from ACT's dedicated and other businesses for the year-to-date periods September 30, 2025 and 2024, respectively.

Current wording

4 Our LTL tractor fleet had a weighted average age of 4.1 years and 4.0 years as of March 31, 2026 and 2025, respectively. Our LTL tractor fleet includes 646 and 668 tractors from ACT's dedicated and other businesses for the quarters ended March 31, 2026 and 2025, respectively.

Previous wording

5 Our LTL trailer fleet had a weighted average age of 8.0 years and 8.5 years as of September 30, 2025 and 2024, respectively. Our LTL trailer fleet includes 1,236 and 843 trailers from ACT's dedicated and other businesses for the quarters ended September 30, 2025 and 2024, respectively. Our LTL trailer fleet includes 1,097 and 831 trailers from ACT's dedicated and other businesses for the year-to-date periods September 30, 2025 and 2024, respectively.

Current wording

5 Our LTL trailer fleet had a weighted average age of 7.9 years and 7.8 years as of March 31, 2026 and 2025, respectively. Our LTL trailer fleet includes 1,309 and 1,015 trailers from ACT's dedicated and other businesses for the quarters ended March 31, 2026 and 2025, respectively.

Previous wording

Our Company outlook for the fourth quarter of 2025 includes the following:

Current wording

Our Company outlook for the second quarter of 2026 includes the following:

Previous wording

•Intermodal Segment load count improves mid single-digit percent sequentially,

Current wording

•Intermodal Segment load count up high single to low double-digit percent sequentially in second quarter,

Previous wording

•All Other Segments operating income, before including the $11.7 million quarterly intangible asset amortization, approximately break even in fourth quarter.

Current wording

•All Other Segments operating income, before including the $11.5 million quarterly intangible asset amortization, approximately $14 million to $18 million in second quarter, which includes approximately $5 million of AR securitization cost that was reported as interest expense in 2025.

Previous wording

•Gain on sale to be in the range of $18 million to $23 million in fourth quarter,

Current wording

•Gain on sale to be in the range of $12 million to $17 million in second quarter,

Previous wording

•Net cash capital expenditures for full-year 2025 expected range of $475 million - $525 million,

Current wording

•Net cash capital expenditures for full-year 2026 expected range of $600 million - $650 million,

Previous wording

•Expected effective tax rate on adjusted income before taxes of approximately 23% to 24% for fourth quarter.

Current wording

•Expected effective tax rate on adjusted income before taxes of approximately 25.5% to 26.5% for second quarter and for full year 2026.

Previous wording

We anticipate that depreciation and amortization expense will increase, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, for a majority of our revenue equipment or terminal improvements during 2025. Additionally, we anticipate that our equipment suppliers may need to raise prices in response to recently announced tariffs. With significant tightening in the insurance markets, we may also experience changes in premiums, retention limits, and excess coverage limits in the remainder of 2025. While fuel expense is generally offset by fuel surcharge revenue, our fuel expense, net of truckload and LTL fuel surcharge revenue, may increase in the future, particularly during periods of sharply rising fuel prices. In periods of declining prices the opposite is true. Overall, we remain committed to long-term profitability as we continue to leverage opportunities across the Knight-Swift brands, and efficiently deploy our assets, while maintaining a relentless focus on cost control. This includes seeking acquisition opportunities to improve earnings, gain customers, and reach more professional drivers, as illustrated by the acquisition of U.S. Xpress and our intention to further expand the geographic footprint of our LTL network, as illustrated by the DHE Acquisition.

Current wording

We anticipate that depreciation and amortization expense will increase, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, for a majority of our revenue equipment or terminal improvements during 2026. Additionally, we anticipate that our equipment suppliers may need to raise prices in response to tariffs. With significant tightening in the insurance markets, we may also experience changes in premiums, retention limits, and excess coverage limits in the remainder of 2026. While fuel expense is generally offset by fuel surcharge revenue, our fuel expense, net of truckload and LTL fuel surcharge revenue, may increase in the future, particularly during periods of sharply rising fuel prices like we have recently experienced. In periods of declining prices the opposite is true. Overall, we remain committed to long-term profitability as we continue to leverage opportunities across the Knight-Swift brands, and efficiently deploy our assets, while maintaining a relentless focus on cost control. This includes seeking acquisition opportunities to improve earnings, gain customers, and reach more professional drivers, as illustrated by the acquisition of U.S. Xpress and our intention to further expand the geographic footprint of our LTL network, as illustrated by the DHE Acquisition.

Previous wording

The $22.6 million decrease in net income attributable to Knight-Swift to $7.9 million during the third quarter of 2025 from $30.5 million during the same period last year includes the following:

Current wording

The $32.0 million decrease in net (loss) income attributable to Knight-Swift to a $1.3 million net loss during the first quarter of 2026 from net income of $30.6 million during the same period last year includes the following:

Previous wording

•Contributor — $3.6 million increase in operating income within our Logistics segment due to an 8.3% increase in revenue per load, partially offset by a 6.0% decrease in load count.

Current wording

•Contributor — $1.5 million decrease in operating income within our Logistics segment due to a 9.9% decrease in revenue year-over-year, driven by a 18.9% decline in load count, partially offset by a 10.4% increase in revenue per load.

Previous wording

•Contributor — $10.8 million increase in other income, net, primarily due to income within our portfolio of investments.

Current wording

•Contributor — $12.2 million decrease in other (expense) income, net, primarily due to net loss within our portfolio of investments.

Previous wording

•Contributor — $0.9 million increase in operating loss within our Intermodal segment, driven by a $2.5 million impairment for certain software as well as a 11.5% decrease in load count, partially offset by a 3.5% increase in revenue per load.

Current wording

•Offset — $0.4 million decrease in operating loss within our Intermodal segment, driven by 1.2% increase in load count and a 1.6% increase in revenue per load.

Previous wording

•Offset — $3.5 million decrease in consolidated interest expense primarily driven by lower average interest rates.

Current wording

•Offset — $9.5 million decrease in consolidated interest expense primarily driven by the exclusion of $5.2 million of costs for the accounts receivable securitization program that were previously reported in interest expense under the prior arrangement and lower average interest rates.

Previous wording

•Our truckload services include irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border transportation of various products, goods, and materials for our diverse customer base with approximately 15,400 irregular route and 5,900 dedicated tractors.

Current wording

•Our truckload services include irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border transportation of various products, goods, and materials for our diverse customer base with approximately 15,100 irregular route and 5,900 dedicated tractors.

Previous wording

•Our LTL business, which was initially established in 2021 through the ACT Acquisition and later the MME and DHE acquisitions, provides our customers with super-regional LTL transportation service through our growing network of approximately 180 facilities and a door count of approximately 6,600. Our LTL segment operates approximately 4,200 tractors and approximately 11,000 trailers, including equipment used for dedicated and other businesses. The LTL segment also provides national coverage to our customers by utilizing partner carriers for areas outside of our direct network.

Current wording

•Our LTL business, which was initially established in 2021 through the ACT Acquisition and later the MME and DHE acquisitions, provides our customers with super-regional LTL transportation service through our growing network of approximately 180 facilities and a door count of approximately 6,700. Our LTL segment operates approximately 4,200 tractors and approximately 11,300 trailers, including equipment used for dedicated and other businesses. The LTL segment also provides national coverage to our customers by utilizing partner carriers for areas outside of our direct network.

Previous wording

•Our Logistics and Intermodal segments provide a multitude of shipping solutions, including additional sources of truckload capacity and alternative transportation modes, by utilizing our vast network of third-party capacity providers and rail providers, as well as certain logistics and freight management services. We offer power-only services through our Logistics segment leveraging our fleet of nearly 89,000 trailers.

Current wording

•Our Logistics and Intermodal segments provide a multitude of shipping solutions, including additional sources of truckload capacity and alternative transportation modes, by utilizing our vast network of third-party capacity providers and rail providers, as well as certain logistics and freight management services. We offer power-only services through our Logistics segment leveraging our fleet of approximately 82,000 trailers.

Previous wording

•Our All Other Segments include support services provided to our customers and third-party carriers including equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, and warranty services, as well as insurance prior to the first quarter of 2024. Our All Other Segments also include certain corporate expenses (such as legal settlements and accruals, certain impairments, and amortization of intangibles related to the 2017 Merger and various acquisitions).

Current wording

•Our All Other Segments include support services provided to our customers and third-party carriers including equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, and warranty services. Our All Other Segments also include certain corporate expenses (such as legal settlements and accruals, certain impairments, and amortization of intangibles related to the 2017 Merger and various acquisitions).

Previous wording

4 Our average trailers includes 9,965 and 8,510 trailers related to leasing activities recorded within our All Other Segments for the quarters ended September 30, 2025 and 2024, respectively. Our average trailers includes 9,862 and 8,718 trailers related to leasing activities recorded within our All Other Segments for the year-to-date periods September 30, 2025 and 2024, respectively.

Current wording

4 Our average trailers includes 8,950 and 9,336 trailers related to leasing activities recorded within our All Other Segments for the quarters ended March 31, 2026 and 2025, respectively. Starting with the fourth quarter of 2025, the Company is excluding chassis trailers from its average trailer calculation. Prior period information has been recast for comparability.

Previous wording

3 Our LTL tractor fleet includes 677 and 615 tractors from ACT's dedicated and other businesses for the third quarter of 2025 and 2024, respectively. Our LTL tractor fleet includes 668 and 613 tractors from ACT's dedicated and other businesses for the year-to-date periods September 30, 2025 and 2024, respectively.

Current wording

3 Our LTL tractor fleet includes 646 and 668 tractors from ACT's dedicated and other businesses for the first quarter of 2026 and 2025, respectively.

Previous wording

4 Our LTL trailer fleet includes 1,236 and 843 trailers from ACT's dedicated and other businesses for the third quarter of 2025 and 2024, respectively. Our LTL trailer fleet includes 1,097 and 831 trailers from ACT's dedicated and other businesses for the year-to-date periods September 30, 2025 and 2024, respectively.

Current wording

4 Our LTL trailer fleet includes 1,309 and 1,015 trailers from ACT's dedicated and other businesses for the first quarter of 2026 and 2025, respectively.

Previous wording

During the third quarter, we opened one new service center and replaced two more with larger sites, bringing our growth in door count to 8.5% year-to-date and 10.2% year-over-year. We expect our pace of facility expansion will be slower in the near term than in 2024 and believe ongoing bid activities will provide further opportunities to grow shipment volume and improve efficiencies. Our near-term focus is to drive both revenue and margin expansion in the business through strong service, disciplined pricing, and cost efficiency. We continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.

Current wording

As previously noted, we expect our pace of facility expansion will be slower in 2026 than in the prior two years and believe ongoing bid events with new and existing customers will provide further opportunities to grow shipment volume, improve our freight mix, and drive operational efficiencies. Our near-term focus is to drive both revenue and margin expansion in the business through strong service, disciplined pricing, and cost efficiency. We continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.

Previous wording

The Logistics segment is less asset-intensive than the Truckload and LTL segments and is dependent upon capable non-driver employees, modern and effective information technology, and third-party capacity providers. Logistics revenue is generated by its brokerage operations. We generate additional revenue by offering specialized logistics solutions (including, but not limited to, trailing equipment, origin management, surge volume, disaster relief, special projects, and other logistics needs). Logistics revenue is mainly affected by the rates we obtain from customers, the freight volumes we ship through third-party capacity providers, and our ability to secure third-party capacity providers to transport customer freight.

Current wording

The Logistics segment is less asset-intensive than the Truckload and LTL segments and is dependent upon capable non-driver employees, modern and effective information technology, and third-party capacity providers. Logistics revenue is primarily generated by its brokerage operations. We generate additional revenue by offering specialized logistics solutions (including, but not limited to, trailing equipment, origin management, surge volume, disaster relief, special projects, and other logistics needs). Logistics revenue is mainly affected by the rates we obtain from customers, the freight volumes we ship through third-party capacity providers, and our ability to secure third-party capacity providers to transport customer freight.

Previous wording

Comparison Between the Quarters Ended September 30, 2025 and 2024 —The Logistics segment Adjusted Operating Ratio was 94.3%, and Adjusted Operating Income improved 1.9% while gross margin of 17.8% was flat year-over-year. Revenue decreased 2.2% year-over-year, driven by a 6.2% decline in load count, largely offset by a 3.6% increase in revenue per load. We remain disciplined on price and diligent in carrier qualification to provide value to customers while maintaining profitability. We continue to leverage our power-only capabilities to complement our asset business, build a broader and more diversified freight portfolio, and to enhance the returns on our capital assets.

Current wording

Comparison Between the Quarters Ended March 31, 2026 and 2025 —The Logistics segment Adjusted Operating Ratio was 96.2%, a 70 basis point degradation year-over-year as a reduction in industry capacity drove up purchased transportation costs and compressed gross margins during the quarter. Gross margin percent declined 150 basis points year-over-year but improved 110 basis points sequentially over the fourth quarter to 16.6% as strengthening spot opportunities helped offset pressure on contractually priced business. Revenue decreased 9.9% year-over-year, driven by an 18.9% decline in load count, partially offset by a 10.4% increase in revenue per load. We further enhanced our already rigorous screening practices to mitigate risk of cargo theft and non-compliant carriers, which aggravated the upward pressure on capacity costs and served as a headwind to load volumes in the first quarter. As contractual pricing is reset through bid season, we expect to improve load volumes at appropriate gross margins. We remain disciplined on price and diligent in carrier qualification to provide value to customers while maintaining profitability. We continue to leverage our power-only capabilities to complement our asset business, build a broader and more diversified freight portfolio, and to enhance the returns on our capital assets.

Previous wording

The Intermodal segment complements our regional operating model, allows us to better serve customers in longer haul lanes, and reduces our investment in fixed assets. Through the Intermodal segment, we generate revenue by moving freight over the rail in our containers and other trailing equipment, combined with revenue for drayage to transport loads between railheads and customer locations. The most significant expense in the Intermodal segment is the cost of purchased transportation that we pay to third-party capacity providers (including rail providers), which is primarily variable and included in "Purchased transportation" in the condensed consolidated statements of comprehensive income. While rail pricing is determined on an annual basis, purchased transportation varies as it relates to rail capacity, freight demand, and customer shipping needs. The main fixed costs in the Intermodal segment are depreciation of our company tractors related to drayage, containers, and chassis, as well as non-driver employee compensation and benefits.

Current wording

The Intermodal segment complements our regional operating model, allows us to better serve customers in longer haul lanes, and reduces our investment in fixed assets. Through the Intermodal segment, we generate revenue by moving freight over the rail in our containers and other trailing equipment, combined with revenue for drayage to transport loads between railheads and customer locations. The most significant expense in the Intermodal segment is the cost of purchased transportation that we pay to third-party capacity providers (including rail providers), which is primarily variable and included in "Purchased transportation" in the condensed consolidated statements of comprehensive income. While rail pricing is primarily determined on an annual basis, purchased transportation varies as it relates to rail capacity, freight demand, and customer shipping needs. The main fixed costs in the Intermodal segment are depreciation of our company tractors related to drayage, containers, and chassis, as well as non-driver employee compensation and benefits.

Previous wording

Our All Other Segments include support services provided to our customers and third-party carriers including equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, and warranty services, and insurance for independent contractors, as well as insurance for affiliated carriers through the first quarter of 2024. Our All Other Segments also include certain corporate expenses (such as legal settlements and accruals, certain impairments, and $11.7 million in quarterly amortization of intangibles related to the 2017 Merger and various acquisitions).

Current wording

Our All Other Segments include support services provided to our customers and third-party carriers including equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, warranty services, and insurance for independent contractors. Our All Other Segments also include certain corporate expenses (such as legal settlements and accruals, certain impairments, and $11.5 million in quarterly amortization of intangibles related to the 2017 Merger and various acquisitions).

Previous wording

Comparison Between the Quarters Ended September 30, 2025 and 2024 —The $28.9 million increase in consolidated salaries, wages, and benefits for the third quarter of 2025, as compared to the third quarter of 2024, is primarily due to a $31.6 million increase in LTL wages as a result of service center expansion and labor to support increased shipment count from expansion efforts. This was partially offset by a $2.9 million decrease in Truckload driving associate mileage pay primarily due to a 2.5% decrease in total miles driven by company driving associates in our Truckload segment.

Current wording

Comparison Between the Quarters Ended March 31, 2026 and 2025 —The $7.0 million increase in consolidated salaries, wages, and benefits for the first quarter of 2026, as compared to the first quarter of 2025, is primarily due to a $11.2 million increase in LTL wages as a result of service center expansion and labor to support increased shipment count from expansion efforts. This was partially offset by a $3.8 million decrease in Truckload driving associate mileage pay primarily due to a 3.3% decrease in total miles driven by company driving associates in our Truckload segment.

Previous wording

Comparison Between Quarters Ended September 30, 2025 and 2024 — The $8.3 million increase in consolidated fuel expense for the third quarter of 2025 is primarily driven by an increase in the average weekly DOE fuel prices for the third quarter of 2025, as compared to the third quarter of 2024. Average weekly DOE fuel prices were $3.76 per gallon for the third quarter of 2025 and $3.69 per gallon for the third quarter of 2024. This was partially offset by a 2.5% decrease in Truckload total miles driven by company driving associates.

Current wording

Comparison Between Quarters Ended March 31, 2026 and 2025 — The $24.1 million increase in consolidated fuel expense for the first quarter of 2026 is primarily driven by an increase in the average weekly DOE fuel prices for the first quarter of 2026, as compared to the first quarter of 2025. Average weekly DOE fuel prices were $4.12 per gallon for the first quarter of 2026 and $3.63 per gallon for the first quarter of 2025. This was partially offset by a 3.3% decrease in Truckload total miles driven by company driving associates.

Previous wording

Operations and maintenance expense consists of direct operating expenses, such as driving associate hiring and recruiting expenses, equipment maintenance, and tire expense. Operations and maintenance expenses are typically affected by the age of our company-owned fleet of tractors and trailers and the miles driven. We expect the driver market to remain competitive throughout 2025, which could increase future driving associate development and recruiting costs and negatively affect our operations and maintenance expense.

Current wording

Operations and maintenance expense consists of direct operating expenses, such as driving associate hiring and recruiting expenses, equipment maintenance, and tire expense. Operations and maintenance expenses are typically affected by the age of our company-owned fleet of tractors and trailers and the miles driven. We expect the driver market to remain competitive throughout 2026, which could increase future driving associate development and recruiting costs and negatively affect our operations and maintenance expense. We expect to continue refreshing our tractor fleet in the coming quarters, subject to availability of new revenue equipment, to maintain the average age of our equipment.

Previous wording

Insurance and claims expense consists of premiums for liability, physical damage, and cargo, and will vary based upon the frequency and severity of claims, our level of self-insurance, and premium expense. In recent years, insurance carriers have raised premiums for many businesses, including transportation companies, and as a result, our insurance and claims expense could increase in the future, or we could raise our self-insured retention limits or reduce excess coverage limits when our policies are renewed or replaced. Insurance and claims expense also varies based on the number of miles driven by company driving associates and independent contractors, the frequency and severity of accidents, trends in development factors used in actuarial accruals, and developments in large, prior-year claims. In future periods, our higher self-insured retention limits and lower excess coverage limits, may cause increased volatility in our consolidated insurance and claims expense.

Current wording

Insurance and claims expense consists of premiums for liability, physical damage, and cargo, and will vary based upon the frequency and severity of claims, our level of self-insurance, and premium expense. In recent years, insurance carriers have raised premiums for many transportation companies based upon significant verdicts and settlements against transportation companies. As a result, our insurance and claims expense could increase in the future, or we could raise our self-insured retention limits or reduce excess coverage limits when our policies are renewed or replaced. Insurance and claims expense also varies based on the number of miles driven by company driving associates and independent contractors, the frequency and severity of accidents, trends in development factors used in actuarial accruals, and developments in prior-year claims. In future periods, our higher self-insured retention limits and lower excess coverage limits, may cause increased volatility in our consolidated insurance and claims expense.

Previous wording

Comparison Between Quarters Ended September 30, 2025 and 2024 — Consolidated depreciation and amortization of property and equipment increased $0.4 million for the third quarter of 2025, as compared to the same period last year. This increase is primarily due to increases in equipment counts for our LTL segment, partially offset by decreases in tractor and trailer counts within our Truckload segment.

Current wording

Comparison Between Quarters Ended March 31, 2026 and 2025 — Consolidated depreciation and amortization of property and equipment remained relatively flat for the first quarter of 2026 as compared to the first quarter of 2025.

Previous wording

We anticipate that depreciation and amortization expense will increase, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, for a majority of our revenue equipment, terminal improvements, or terminal expansions in the remainder of 2025. Additionally, we anticipate that our equipment suppliers may need to raise prices in response to recently announced tariffs.

Current wording

We anticipate that depreciation and amortization expense will increase, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, for a majority of our revenue equipment, terminal improvements, or terminal expansions in the remainder of 2026. Additionally, we anticipate that our equipment suppliers may need to raise prices in response to tariffs.

Showing the first 40 of 76 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

2 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2.

Current report — wording carried from elsewhere

•$698.2 million: 2025 Term Loan A-1, due July 2030, net of $1.8 million in deferred loan costs
Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

•Contributor — $0.5 million decrease in operating loss within our Intermodal segment.

Previous report — wording carried elsewhere

•Contributor — $4.1 million decrease in consolidated interest expense primarily driven by lower interest rates.

Previous report — wording carried elsewhere

Comparison Between Year-to-Date September 30, 2025 and 2024 —The $120.4 million increase in consolidated salaries, wages, and benefits for the year-to-date period ended September 30, 2025, as compared to the year-to-date period ended September 30, 2024, is primarily due to a $117.5 million increase in LTL wages as a result of service center expansion, the DHE Acquisition, and labor to support increased shipment count from expansion efforts. This was partially offset by a $16.6 million decrease in Truckload driving associate mileage pay primarily due to a 3.2% decrease in total miles driven by company driving associates in our Truckload segment.

Previous report — wording carried elsewhere

Comparison Between Year-to-Date September 30, 2025 and 2024 — The $38.0 million decrease in consolidated fuel expense for the year-to-date period ended September 30, 2025 is primarily driven by the 3.2% decrease in Truckload total miles driven by company driving associates and the decrease in the average weekly DOE fuel prices for the year-to-date period ended September 30, 2025, as compared to the year-to-date period ended September 30, 2024. Average weekly DOE fuel prices were $3.65 per gallon for the year-to-date period ended September 30, 2025 and $3.83 per gallon for the year-to-date period ended September 30, 2024. This was partially offset by a 28.1% increase in LTL miles.

Previous report — wording carried elsewhere

Comparison Between the Year-to-Date September 30, 2025 and 2024 —The $20.5 million decrease in net consolidated miscellaneous operating expenses is primarily due to a $26.4 million increase in gain on sales of operating property and equipment.

Previous report — wording carried elsewhere

•$779.4 million: 2021 Term Loan A-3, due September 2026, net of $0.6 million in deferred loan costs

Previous report — wording carried elsewhere

•$249.5 million: 2023 Term Loan, due September 2026, net of $0.5 million in deferred loan costs