Knight-Swift Transportation Holdings Inc.

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

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 ended June 30, 2026, the Company operated an average of 20,866 tractors (comprised of 18,780 company tractors and 2,086 independent contractor tractors) and 82,125 trailers within the Truckload segment and leasing activities within the All Other Segments. The LTL segment operated an average of 4,273 tractors and 11,368 trailers. Additionally, the Intermodal segment operated an average of 607 tractors and 12,504 intermodal containers. As of June 30, 2026, 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 2025 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.

Change in Annual Goodwill Impairment Testing Date

During the quarter ended June 30, 2026, the Company changed its annual goodwill impairment testing date from June 30 to April 30. Management believes that the new testing date is preferable as it better aligns the annual impairment assessment with the Company's forecasting processes. The change did not result in the acceleration, delay, or avoidance of any impairment charge, and less than twelve months elapsed between the previous annual impairment test and the new annual impairment testing date. The change had no material impact on the Company's condensed consolidated financial statements.

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 has become somewhat 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

1 Adopted during the first quarter of 2026.

Since management is continuing to evaluate the impacts of the above standards, disclosures around these preliminary assessments are subject to change.

Note 3 —Income Taxes

Effective Tax Rate —The effective tax rates for the quarters ended June 30, 2026 and June 30, 2025 were 34.1% and 29.2%, respectively. The effective tax rates for the year-to-date periods ended June 30, 2026 and 2025 were 34.8% and 27.5%, respectively. The current quarter effective tax rate was primarily impacted by an increase in pre-tax income and additional tax expense associated with the mark-to-market adjustment of the U.S. Xpress purchase price obligation.

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 June 30, 2026 and December 31, 2025, the Company has $12.0 million and $11.9 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 June 30, 2026 and December 31, 2025.

Tax Examinations — Certain of the Company's subsidiaries are currently under examination by various state jurisdictions for tax years ranging from 2022 to 2024. 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 2020 remain subject to examination.

Note 4 —Accounts Receivable Securitization

2025 RPA —On December 31, 2025, the Company entered into the 2025 RPA. The 2025 RPA replaced the Restated Receivables Purchase Agreement dated June 14, 2013, and last amended by the Eighth Amendment on October 1, 2025 ("2025 RSA").

As part of the 2025 RPA, the Company's receivable originator subsidiaries sell without recourse, on a continuous revolving basis, all of their rights, title, and interest of their eligible pool of accounts receivable generated in the ordinary course of business ("Eligible Receivables") to Swift Receivables Company II, LLC ("SRCII"), a wholly-owned bankruptcy remote entity. As of June 30, 2026, the Company's Eligible Receivables generally have high credit quality, as determined by the obligor's corporate credit rating. Upon the transfer of the Eligible Receivables to SRCII, the Eligible Receivables are legally isolated from the Company. SRCII in turn sells, assigns, and transfers on a revolving basis its rights, title and interest in and to certain of the Eligible Receivables ("Sold Receivables") on an invoice-by-invoice basis, including all related security and collections with respect to the Sold Receivables to the various unaffiliated third-party financial institutions (the "Purchasers") in exchange for cash. The maximum facility capacity of the 2025 RPA is $575.0 million. The Company sold approximately $541.2 million and $478.2 million in Sold Receivables to the Purchasers as of June 30, 2026 and December 31, 2025, respectively. The Company continues to service the Sold Receivables from the customers, including collection services, but retains no interest in the Sold Receivables, and remits payment to the Purchasers. As cash is collected on Sold Receivables, the Company’s available capacity under 2025 RPA increases, and the Company typically sells additional receivables to the Purchasers.

The sale of the Sold Receivables to the Purchasers qualifies for sale accounting treatment in accordance with ASC 860 – Transfers and Servicing and the associated receivables are derecognized from the Company’s consolidated balance sheet at the time of the sale. Cash receipts from the Purchasers at the time of the sale are classified as operating activities in our consolidated statement of cash flows. The remaining Eligible Receivables not sold and held by SRCII ("Unsold Receivables") were $97.3 million and $60.4 million as of June 30, 2026 and December 31, 2025 respectively, and are included in "Trade receivables, net of allowance for doubtful accounts" in the condensed consolidated balance sheets. Subsequent cash collections of the Unsold Receivables are classified as operating activities in our consolidated statement of cash flows.

The 2025 RPA contains guarantees of payment, not collection by SRCII to the Purchasers ("Guaranteed Obligations"), which are collateralized by the Unsold Receivables. As of June 30, 2026 and December 31, 2025, the fair value of the Guaranteed Obligations was $5.1 million and $5.6 million, respectively, and are included in "Accrued liabilities" in the condensed consolidated balance sheets.

The Company incurs program and yield fees due to the Purchasers related to the Sold Receivables, which are recorded in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. The Company incurred program and yield fees of $5.8 million and $11.0 million during the quarter and year-to-date periods ended June 30, 2026, respectively. In addition, the 2025 RPA includes various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type.

The following table summarizes the key terms of the 2025 RPA (dollars in thousands):

1 The commitment fee rates are based on the percentage of the maximum facility capacity utilized.

2 As identified within the 2025 RPA, the Purchasers can trigger an amendment by identifying and deciding upon a replacement index for SOFR.

Availability under the 2025 RPA is calculated as follows:

Note 5 —Debt and Financing

The Company's long-term debt consisted of the following:

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

2 As of June 30, 2026, the carrying amount of the 2025 Term Loan A-1 was net of $0.6 million in deferred loan costs.

3 As of December 31, 2025, the carrying amounts of the 2025 Term Loan A-1 and 2025 Term Loan A-2 were net of $1.9 million and $0.6 million in deferred loan costs, respectively.

4 The revenue equipment installment loans were assumed at the close of the U.S. Xpress Acquisition and have a weighted average interest rate of 5.56% and 5.19% as of June 30, 2026 and December 31, 2025, respectively.

5 The Company also had outstanding letters of credit of $14.7 million and $18.3 million under the 2025 Revolver, primarily related to workers' compensation and self-insurance liabilities for both June 30, 2026 and December 31, 2025, respectively. The Company also had outstanding letters of credit of $194.8 million and $191.1 million under a separate bilateral agreement which do not impact the availability of the 2025 Revolver as of June 30, 2026 and December 31, 2025, 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 2025 Debt Agreement included the 2025 Term Loan A-2 which was paid off on May 8, 2026 with the proceeds from the 2031 Notes. Refer to Note 6 for more information regarding the 2031 Notes. The following table presents the key terms of the 2025 Debt Agreement:

1 The interest rate margin for the 2025 Term Loan and 2025 Revolver is based on the Company's consolidated leverage ratio. As of June 30, 2026, interest accrued at 4.92% on the 2025 Term Loan A-1 and 4.95% 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 June 30, 2026, commitment fees on the unused portion of the 2025 Revolver accrued at 0.15% and outstanding letter of credit fees accrued at 1.30%.

3 The Company has prepaid all scheduled quarterly principal payments under the 2025 Term Loan A‑1; accordingly, no additional principal payments are due prior to maturity.

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 June 30, 2026, 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 $64.1 million as of June 30, 2026. Terms generally range from 48 months to 84 months. The interest rates as of June 30, 2026 range from 2.87% 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 final 2021 Prudential Note has an interest rate of 4.05% and a maturity date of January 2028. The final 2021 Prudential Note is unsecured and contains 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 June 30, 2026, the Company was in compliance with the covenants under the final 2021 Prudential Note.

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

Note 6 —Convertible Senior Notes

The Company's 2031 Convertible Senior Notes consisted of the following:

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

2 As of June 30, 2026, the carrying amount of the 2031 Notes was net of $1.3 million in unamortized debt issuance costs and $32.9 million of unamortized debt discount.

1 The "2031 Notes interest expense" is recorded in "Interest expense" in the condensed consolidated statements of comprehensive income.

2031 Convertible Senior Notes

On May 8, 2026, the Company completed its private offering (the "Offering") of the 2031 Notes with a face value of $1.5 billion. The 2031 Notes were issued pursuant to the 2031 Notes Indenture.

The 2031 Notes are general senior unsecured obligations of the Company and will mature on November 15, 2031, unless earlier converted, redeemed or repurchased. The 2031 Notes will bear interest at a rate of 1.00% per year, payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026.

Holders may convert all or any portion of their 2031 Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2031 only under the following circumstances:

•during any calendar quarter commencing after the calendar quarter ending on September 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2031 Notes on each applicable trading day;

•during thefive business day period after anyten consecutive trading day period (the "measurement period") in which the "trading price" (as defined in the 2031 Notes Indenture) per $1,000 principal amount of the 2031 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day;

•if the Company calls such 2031 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2031 Notes called (or deemed called) for redemption; or

•upon the occurrence of specified corporate events as set forth in the 2031 Notes Indenture.

On or after August 15, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2031 Notes may convert all or any portion of their 2031 Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2031 Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2031 Notes being converted, in the manner and subject to the terms and conditions provided in the 2031 Notes Indenture.

The initial conversion rate for the 2031 Notes is 12.4835 shares of the Company’s common stock per $1,000 principal amount of 2031 Notes, which is equivalent to an initial conversion price of approximately $80.11 per share of common stock. The initial conversion price of the 2031 Notes represents a premium of approximately 30% over the last reported sale price of $61.62 per share of common stock on the NYSE on May 5, 2026.

The conversion rate for the 2031 Notes is subject to adjustment in some events in accordance with the terms of the 2031 Notes Indenture but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date of the 2031 Notes or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate of the 2031 Notes for a holder who elects to convert its 2031 Notes in connection with such a corporate event or convert its 2031 Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.

The Company may not redeem the 2031 Notes prior to May 21, 2029. The Company may redeem for cash all or any portion of the 2031 Notes (subject to certain limitations described in the 2031 Notes Indenture), at its option, on a redemption date on or after May 21, 2029 and before the 31 st scheduled trading day immediately prior to the maturity date if the last reported sale price of the common stock has been at least 130% of the conversion price for the 2031 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2031 Notes.

If the Company undergoes a "fundamental change" (as defined in the 2031 Notes Indenture), then, subject to certain conditions and except as described in the 2031 Notes Indenture, holders may require the Company to repurchase for cash all or any portion of their 2031 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2031 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2031 Notes Indenture includes customary covenants and sets forth certain events of default.

The net proceeds from the Offering were approximately $1.47 billion after deducting the initial purchasers’ discounts and commissions and offering expenses payable by the Company. The Company used $107.1 million of the net proceeds to pay the cost of the capped call transactions described below. The Company used the remaining net proceeds to repay all $300.0 million principal amount outstanding of the 2025 Term Loan A-2, repay $436.0 million of the $700.0 million principal amount outstanding of the 2025 Term Loan A-1, and repay all $620.0 million of the principal amount then outstanding under the 2025 Revolver as of May 8, 2026.

Debt discount to the initial purchasers and debt issuance costs related to the 2031 Notes totaled $35.1 million at inception and are amortized to interest expense using the effective interest method over the contractual term. The effective interest rate during the quarter ended June 30, 2026 was 1.42%.

During the quarter ended June 30, 2026, the 2031 Notes did not meet any of the circumstances that would allow for a conversion.

Capped Call Transactions

In connection with the Offering, the Company entered into the 2026 Capped Calls at a cost of approximately $107.1 million. The 2026 Capped Calls cover, subject to customary adjustments substantially similar to those applicable to the 2031 Notes, the number of shares of common stock underlying the 2031 Notes. The 2026 Capped Calls are expected to generally reduce the potential dilution to the Company's common stock upon any conversion of the 2031 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2031 Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to approximately $104.75 per share, which represents a premium of 70% over the last reported sale price of the common stock of $61.62 per share on the NYSE on May 5, 2026, and is subject to certain adjustments under the terms of the 2026 Capped Calls. The Company elected to integrate the 2026 Capped Calls with the 2031 Notes for US federal income tax purposes. Accordingly, the premium paid by the Company for the 2026 Capped Calls will be treated, for US federal income tax purposes, as original issue discount, generally deductible over the term of the 2031 Notes.

The 2026 Capped Calls meet the criteria for equity classification with the cost initially recorded as a reduction to additional paid-in-capital within the consolidated balance sheets, net of the deferred tax impact of $26.2 million associated with the integration of the 2026 Capped Calls with the 2031 Notes. Due to their classification in equity, the 2026 Capped Calls are not remeasured in subsequent reporting periods.

Note 7 —Defined Benefit Pension Plan

Net periodic pension income and benefits paid during the quarter and year-to-date periods ended June 30, 2026 and 2025 were immaterial.

Assumptions

A weighted-average discount rate of 4.25% was used to determine benefit obligations as of June 30, 2026.

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

Settlement

During the year-to-date period ended June 30, 2026, the Company completed a settlement of a portion of its defined benefit pension plan obligations. The settlement was executed through the purchase of group annuity contracts from a third‑party, which transferred the related benefit obligations and associated plan assets.

As a result of the settlement, the Company recognized pension settlement charges during the quarter and year-to-date periods ended June 30, 2026 of $0.4 million and $0.8 million, respectively. These settlement charges are included in "Salaries, wages, and benefits" in the Company's condensed consolidated statements of comprehensive income. This charge primarily reflects the accelerated recognition of previously unrecognized actuarial losses and prior service costs that were recorded in accumulated other comprehensive income.

Following the settlements, the Company’s projected benefit obligation and plan assets were both reduced by $33.0 million.

The settlement significantly reduced the Company’s exposure to future changes in interest rates, longevity assumptions, and asset return volatility associated with the pension plan. The termination of the pension plan is expected to be finalized during the quarter ended September 30, 2026.

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

Note 8 —Purchase Commitments

As of June 30, 2026, the Company had outstanding commitments to purchase revenue equipment of $402.0 million in the remainder of 2026 ($270.4 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 June 30, 2026, the Company had outstanding commitments to purchase facilities and non-revenue equipment of $79.9 million in the remainder of 2026, $55.1 million from 2027 through 2028, $6.3 million from 2029 through 2030, 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 management's 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 the Company's 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. The Company's financial position, cash flows or results of operations could be materially affected in any particular period by future claims or the adverse development or ultimate 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 $5.9 million, relating to the Company's outstanding legal proceedings as of June 30, 2026.

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 June 30, 2026 and December 31, 2025, the Company has recorded a loss contingency liability of $14.0 million related to estimated additional premiums as certain claims in the first transfer transaction have reached amounts above the agreed loss development thresholds noted above.

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 June 30, 2026 and 2025. no

As of June 30, 2026 and December 31, 2025, 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:

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.

2 The anti-dilutive impact of the 2031 Notes is based on the full conversion of the outstanding principal of the 2031 Notes. The principal portion of the 2031 Notes is required to be settled in cash. The 2026 Capped Calls are expected to reduce the potential dilution to the Company’s common stock (or, in the event a conversion of the 2031 Notes was settled in cash, to reduce the cash payment obligation) in the event that at the time of conversion of the 2031 Notes the Company’s common stock price exceeded the conversion price of the 2031 Notes.

Refer to Note 6 for more information regarding the 2031 Notes and 2026 Capped Calls agreements and Note 12 for fair value information regarding the 2031 Notes and 2026 Capped Calls.

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:

1 Level 2 inputs used to estimate the fair value.

2 As of June 30, 2026, the carrying amount of the 2025 Term Loan A-1 was net of $0.6 million in deferred loan costs.

3 As of December 31, 2025, the carrying amounts of the 2025 Term Loan A-1 and 2025 Term Loan A-2 were net of $1.9 million and $0.6 million in deferred loan costs, respectively.

4 As of June 30, 2026, the carrying amounts of the 2031 Notes were net of $1.3 million in unamortized debt issuance costs and $32.9 million of unamortized debt discount.

5 As of June 30, 2026, the carrying amount of the revenue equipment installment notes included $0.1 million in fair value adjustments. As of December 31, 2025, the carrying amount of the revenue equipment installment notes included $0.2 million in fair value adjustments.

6 As of June 30, 2026, the carrying amount of the final 2021 Prudential Note included $0.2 million in fair value adjustments. As of December 31, 2025, the carrying amount of the 2021 Prudential Notes included $0.3 million in fair value adjustments.

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

Recurring Fair Value Measurements (Assets)—As of June 30, 2026 and December 31, 2025, 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 June 30, 2026 and December 31, 2025:

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 consideration 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:

(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, 2026.

As of June 30, 2026, the Company used volatility rates of 35.0% and 48.0% 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. As of June 30, 2026, the Company used a risk-adjusted discount rate of 5.9%. Changes in financial projections or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration. The $22.8 million change in fair value of contingent consideration is included in "Other (expense) income, net" in the condensed consolidated statements of comprehensive income for the quarter and year-to-date periods ended June 30, 2026.

Based on the Company’s ongoing assessment of the fair value of the contingent consideration, no adjustment was recorded to the estimated fair value of such liabilities during 2025.

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 June 30, 2026 and December 31, 2025:

1 Reflects the non-cash impairment of revenue equipment (within the Truckload segment).

2 Reflects non-cash impairments related to intangible assets (within the All Other segments).

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

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

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

6 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), and intangible assets associated with Abilene as a result of the decision to cease its operations and combine it into the Swift business (within the Truckload segment).

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

8 Reflects the non-cash impairment of goodwill associated with Abilene as discussed above (within the Truckload segment).

Nonrecurring Fair Value Measurements (Liabilities)—As of June 30, 2026 and December 31, 2025, the Company hadno major categories of liabilities estimated at fair value that were measured on a nonrecurring basis.

Gain on Sale of Property and Equipment —Net gains on disposals of operating property and equipment, 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 on disposals of operating property and equipment of:

•$23.4 million and $11.7 million for the quarters ended June 30, 2026 and 2025, respectively.

•$30.5 million and $27.3 million for the year-to-date periods ended June 30, 2026 and 2025, respectively.

Net gains on disposals of non-operating property and equipment are reported in "Other (expense) income, net" in the condensed consolidated statements of comprehensive income. The Company recorded net gains on disposals of non-operating property and equipment of:

•$0.8 million and $6.5 million for the quarters ended June 30, 2026 and 2025, respectively.

•$1.7 million and $6.5 million for the year-to-date periods ended June 30, 2026 and 2025, 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.

Note 13 —Related Party Transactions

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

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.

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 quarter and year-to-date periods ended June 30, 2026 and 2025. Additionally, long-lived assets on the Company's international subsidiary balance sheets were less than 5.0% of consolidated total assets as of June 30, 2026 and December 31, 2025.