CHRW 8-K
C. H. Robinson Worldwide, Inc. (CHRW)
8-K
2026-01-28
For: 2026-01-28
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Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 28, 2026
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commission File Number: 000-23189
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 952 -937-8500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
The following information is being "furnished" in accordance with the General Instruction B.2 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Furnished herewith as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are the text of the Company's announcement regarding its financial results for the quarter ended December 31, 2025 and its earnings conference call slides.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| C.H. ROBINSON WORLDWIDE, INC. | ||||||||
| By: | /s/ Dorothy G. Capers | |||||||
| Dorothy G. Capers | ||||||||
Chief Legal Officer and Secretary | ||||||||
Date: January 28, 2026 | ||||||||
 | C.H. Robinson 14701 Charlson Rd. Eden Prairie, MN 55347 www.chrobinson.com | ||||
| FOR IMMEDIATE RELEASE | FOR INQUIRIES, CONTACT: Chuck Ives, Senior Director of Investor Relations Email: [email protected] | ||||
C.H. Robinson Reports 2025 Fourth Quarter Results
Eden Prairie, MN, January 28, 2026 - C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (Nasdaq: CHRW) today reported financial results for the quarter ended December 31, 2025.
Fourth Quarter Highlights:
•In the face of significant market headwinds, C.H. Robinson continued to deliver strong performance driven by market share gains, disciplined revenue management, a cost of hire advantage versus the market, and evergreen productivity improvements fueled by its Lean AI strategy
•North American Surface Transportation ("NAST") total volume increased approximately 1% and NAST truckload volume increased approximately 3%, compared to a 7.6% decline in the Cass Freight Shipment Index
•NAST adjusted gross profit margin(1) increased 20 basis points to 14.6%
•Income from operations decreased 1.3% to $181.4 million
•Adjusted income from operations(1) increased 7.1% to $197.4 million
•Diluted earnings per share (EPS) decreased 8.2% to $1.12
•Adjusted diluted EPS(1) increased 1.7% to $1.23
•Cash generated by operations increased by $37.5 million to $305.4 million
•Cash returned to shareholders increased 150.7% to $207.7 million
(1) Adjusted gross profit margin, adjusted income from operations, and adjusted diluted EPS are non-GAAP financial measures. The same factors described in this release that impacted these non-GAAP measures also impacted the comparable GAAP measures. Refer to pages 11 through 13 for further discussion and GAAP to Non-GAAP Reconciliations.
"The fourth quarter certainly provided a challenging macro environment, with weak global freight demand, rising spot costs in trucking and falling ocean rates all providing headwinds to our business," said President and Chief Executive Officer, Dave Bozeman. "However, we’ve consistently focused on controlling what we can control, which is providing differentiated service and solutions to our customers and carriers, executing with discipline, and continuously improving our business model and our cost to serve. This focus, and the strength of our Lean AI - which is the combination of our Lean operating model,
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industry-leading technology and the best logisticians - has enabled us to consistently outperform over the last two years, and we did it again in the fourth quarter."
"The Cass Freight Shipment Index declined year-over-year for the 13th consecutive quarter and was the lowest Q4 reading since the financial crisis of 2009," Bozeman added. "Spot market costs for truckload capacity spiked during the last five weeks of the quarter, due to a seasonal decline in capacity, three winter storms and incremental pressure from the cumulative enforcement of various commercial driver regulations. International freight continues to be impacted by global trade policies, which caused previous front-loading, a dislocation of shipments and a more pronounced decline in demand after the third quarter peak season. Combined with excess vessel capacity, this caused ocean rates to decline substantially versus a year ago - consistent with the expectations that we laid out at our Investor Day in December of 2024. So the macro conditions for global transportation companies were difficult in fourth quarter, and we are not impervious to these volume and rate dynamics."
"In NAST, we grew our total volume by approximately 1% and our truckload volume by approximately 3% on a year-over-year basis. Compared to a 7.6% year-over-year decline in the Cass Freight Shipment Index, this reflects another quarter of demonstrable market share growth. This was accomplished while mitigating some of the market pressure on gross profits through strong revenue management practices and by improving our cost of hire advantage. These disciplines enabled us to improve our NAST AGP margin by 20 basis points on a year-over-year basis, despite the pressure on spot market costs from a decline in available capacity."
"In Global Forwarding, we expanded gross margins by 120 basis points year-over-year through improved revenue management discipline. We also continued to evolve our Global Forwarding business to a more cohesive, centralized model with standardized and Lean AI-enabled processes. We continued to improve our productivity and cost to serve across the enterprise, resulting in a double-digit productivity increase in NAST for the full year and a high-single-digit productivity increase in Global Forwarding. As we continue to purposefully engineer our work to drive higher automation, a lower cost to serve and improved customer outcomes, all of this is aimed at building the best model for demonstrable outgrowth while continuing to have industry-leading operating margins. While we’re pleased with the results we’ve delivered in the last two years, we are still in the early stages of our transformation. Significant runway exists as we continue to deepen the Lean mindset and scale custom-built AI agents across the enterprise," said Bozeman.
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Summary of Fourth Quarter of 2025 Results Compared to the Fourth Quarter of 2024
•Total revenues decreased 6.5% to $3.9 billion, primarily driven by the divestiture of our Europe Surface Transportation business, lower pricing and volume in our ocean services, and lower pricing in our truckload services. This was partially offset by higher volume in our truckload services.
•Gross profits decreased 4.5% to $642.5 million. Adjusted gross profits(1) decreased 4.0% to $657.0 million, primarily driven by lower adjusted gross profit per transaction in our ocean services and the divestiture of our Europe Surface Transportation business.
•Operating expenses decreased 5.0% to $475.7 million. Personnel expenses decreased 4.9% to $337.0 million, primarily due to cost optimization efforts and productivity improvements and the divestiture of our Europe Surface Transportation business. This was partially offset by higher restructuring charges related to workforce reductions. Average employee headcount declined 12.9%. Other selling, general and administrative (“SG&A”) expenses decreased 5.3% to $138.7 million, primarily due to cost optimization efforts and prior year restructuring charges for impairments related to reducing our facilities footprint. These decreases were partially offset by a $12.6 million favorable adjustment in the prior year related to the divestiture of our Europe Surface Transportation business.
•Income from operations totaled $181.4 million, down 1.3% due to the decrease in adjusted gross profit and higher restructuring charges, partially offset by the decrease in operating expenses. Adjusted operating margin(1) of 27.6% increased 80 basis points.
•Interest and other income/expense, net totaled $14.8 million of expense, consisting primarily of $13.7 million of interest expense, which decreased $5.1 million versus last year due to a lower average debt balance and lower variable interest rates. The fourth quarter of 2025 results also include a $2.9 million net loss from foreign currency revaluation and realized foreign currency gains and losses.
•The effective tax rate in the quarter was 18.1%, compared to 11.4% in the fourth quarter of 2024. The higher rate in the fourth quarter of 2025 was driven by the impact of non-recurring discrete items, lower U.S. tax credits, and an increase in unfavorable book-tax differences, partially offset by the tax benefits of stock-based compensation.
•Net income totaled $136.3 million, down 8.7% from a year ago. Diluted EPS of $1.12 decreased 8.2%. Adjusted diluted EPS(1) of $1.23 increased 1.7%.
(1) Adjusted gross profits, adjusted operating margin and adjusted diluted EPS are non-GAAP financial measures. The same factors described in this release that impacted these non-GAAP measures also impacted the comparable GAAP measures. Refer to pages 11 through 13 for further discussion and GAAP to Non-GAAP Reconciliations.
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Summary of Full Year 2025 Results Compared to 2024
•Total revenues decreased 8.4% to $16.2 billion, primarily driven by the divestiture of our Europe Surface Transportation business, in addition to lower pricing and volume in our ocean services and lower fuel surcharges in our truckload services.
•Gross profits decreased 1.8% to $2.7 billion. Adjusted gross profits(1) decreased 1.3% to $2.7 billion, primarily driven by lower adjusted gross profit per transaction in our ocean services and the divestiture of our Europe Surface Transportation business, which were partially offset by higher adjusted gross profit per transaction in our LTL, truckload, and customs services.
•Operating expenses decreased 7.7% to $1.9 billion. Personnel expenses decreased 5.9% to $1.4 billion, primarily due to cost optimization efforts and productivity improvements and the divestiture of our Europe Surface Transportation business. Average employee headcount declined 11.5%. Other SG&A expenses decreased 11.8% to $564.3 million primarily due to a $44.5 million loss in the prior year related to the divestiture of our Europe Surface Transportation business and prior year restructuring charges for impairments related to reducing our facilities footprint. In addition, other SG&A expenses declined across several expense categories in 2025 due to cost optimization efforts.
•Income from operations totaled $795.0 million, up 18.8% from last year due to the decrease in operating expenses. Adjusted operating margin(1) of 29.1% increased 490 basis points.
•Interest and other income/expense, net totaled $72.5 million of expense, primarily consisting of $63.1 million of interest expense, which decreased $22.8 million versus last year due to a lower average debt balance and lower variable interest rates. The year-to-date results also include an $11.2 million net loss from foreign currency revaluation and realized foreign currency gains and losses.
•The effective tax rate for the full year ended December 31, 2025 was 18.7% compared to 19.6% in the year-ago period. The lower rate was driven by higher foreign tax credits, higher tax benefits from stock-based compensation, and the prior year impact of the divestiture of our European Surface Transportation business, partially offset by a reduced benefit from U.S. tax credits in 2025 and non-recurring discrete items in the prior year.
•Net income totaled $587.1 million, up 26.1% from a year ago. Diluted EPS of $4.83 increased 25.1%. Adjusted diluted EPS(1) of $5.09 increased 12.9%.
(1) Adjusted gross profits, adjusted operating margin and adjusted diluted EPS are non-GAAP financial measures. The same factors described in this release that impacted these non-GAAP measures also impacted the comparable GAAP measures. Refer to pages 11 through 13 for further discussion and GAAP to Non-GAAP Reconciliations.
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North American Surface Transportation (“NAST”) Results
Summarized financial results of our NAST segment are as follows (dollars in thousands):
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
| Total revenues | $ | 2,810,373 | $ | 2,802,700 | 0.3 | % | $ | 11,562,714 | $ | 11,727,539 | (1.4) | % | |||||||||||||||||||||||
Adjusted gross profits(1) | 411,618 | 403,764 | 1.9 | % | 1,706,329 | 1,641,195 | 4.0 | % | |||||||||||||||||||||||||||
| Income from operations | 141,296 | 132,528 | 6.6 | % | 621,836 | 531,292 | 17.0 | % | |||||||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.
Fourth quarter total revenues for the NAST segment totaled $2.8 billion, an increase of 0.3% over the prior year, primarily driven by higher volumes in our truckload services, partially offset a shorter average length of haul in truckload services. NAST adjusted gross profits increased 1.9% in the quarter to $411.6 million. Adjusted gross profits in truckload decreased 0.4% due to a 3.0% decrease in adjusted gross profit per shipment, which was partially offset by a 3.0% increase in volume. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, increased approximately 2.5% in the quarter compared to the prior year, while truckload linehaul cost per mile, excluding fuel surcharges, also increased 2.5%, resulting in a flat truckload adjusted gross profit per mile. LTL adjusted gross profits increased 6.0% versus the year-ago period, driven by a 5.5% increase in adjusted gross profit per order and a 0.5% increase in LTL volume. Total NAST truckload and LTL volume increased 1.0% for the quarter and outpaced the market indices. Operating expenses decreased 0.3%, primarily due to cost optimization efforts and productivity improvements, partially offset by restructuring charges related to workforce reductions. Fourth quarter average employee headcount was down 7.1% year-over-year. Income from operations increased 6.6% to $141.3 million, and adjusted operating margin expanded 150 basis points to 34.3%.
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Global Forwarding Results
Summarized financial results of our Global Forwarding segment are as follows (dollars in thousands):
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
| Total revenues | $ | 730,983 | $ | 883,968 | (17.3) | % | $ | 3,090,018 | $ | 3,805,018 | (18.8) | % | |||||||||||||||||||||||
Adjusted gross profits(1) | 177,957 | 203,801 | (12.7) | % | 741,921 | 802,549 | (7.6) | % | |||||||||||||||||||||||||||
| Income from operations | 40,489 | 51,827 | (21.9) | % | 183,783 | 212,476 | (13.5) | % | |||||||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.
Fourth quarter total revenues for the Global Forwarding segment decreased 17.3% to $731.0 million, primarily driven by lower pricing and volume in our ocean services. Adjusted gross profits decreased 12.7% in the quarter to $178.0 million. Ocean adjusted gross profits decreased 22.0%, driven by a 15.0% decrease in adjusted gross profit per shipment and an 8.0% decline in shipments. Air adjusted gross profits decreased 17.3%, driven by a 12.5% decline in metric tons shipped and a 5.5% decrease in adjusted gross profit per metric ton shipped. Customs adjusted gross profits increased 30.0%, driven by a 26.0% increase in adjusted gross profit per transaction and a 3.0% increase in transaction volume. Operating expenses decreased 9.5%, primarily due to cost optimization efforts and productivity improvements and lower incentive compensation, partially offset by restructuring charges related to workforce reductions. Fourth quarter average employee headcount decreased 11.8% year-over-year. Income from operations decreased 21.9% to $40.5 million, and adjusted operating margin declined 260 basis points to 22.8% in the quarter.
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All Other and Corporate Results
Total revenues and adjusted gross profits for Robinson Fresh, Managed Solutions and Other Surface Transportation are summarized as follows (dollars in thousands):
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
| Total revenues | $ | 371,278 | $ | 497,988 | (25.4) | % | $ | 1,580,031 | $ | 2,192,399 | (27.9) | % | |||||||||||||||||||||||
Adjusted gross profits(1): | |||||||||||||||||||||||||||||||||||
| Robinson Fresh | $ | 38,851 | $ | 35,983 | 8.0 | % | $ | 161,094 | $ | 146,310 | 10.1 | % | |||||||||||||||||||||||
| Managed Solutions | 28,588 | 28,133 | 1.6 | % | 115,429 | 113,770 | 1.5 | % | |||||||||||||||||||||||||||
Other Surface Transportation(2) | — | 12,942 | (100.0) | % | 4,637 | 61,190 | (92.4) | % | |||||||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.
(2) Includes our Europe Surface Transportation business, which was divested as of February 1, 2025.
Fourth quarter Robinson Fresh adjusted gross profits increased 8.0% to $38.9 million due to an increase in integrated supply chain solutions for foodservice customers. Managed Solutions adjusted gross profits increased 1.6% due to an increase in freight under management.
Other Income Statement Items
Interest and other income/expense, net totaled $14.8 million of expense, consisting primarily of $13.7 million of interest expense, which decreased $5.1 million versus the fourth quarter of 2024 due to a lower average debt balance and lower variable interest rates.
The fourth quarter effective tax rate was 18.1%, up from 11.4% in the fourth quarter of 2024. The higher rate in the fourth quarter of 2025 was driven by the impact of non-recurring discrete items, lower U.S. tax credits, and increased executive compensation allowed deductions, partially offset by higher tax benefits from stock-based compensation. For 2026, we expect our full-year effective tax rate to be 18% to 20%.
Diluted weighted average shares outstanding in the quarter were down 0.5% year-over-year.
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Cash Flow Generation and Capital Distribution
Cash generated from operations totaled $305.4 million in the fourth quarter, compared to $267.9 million in the fourth quarter of 2024. The $37.5 million increase in cash flow from operations was primarily related to a $28.2 million increase in cash generated by changes in net operating working capital, due to a $119.0 million sequential decrease in net operating working capital in the fourth quarter of 2025 compared to a $90.8 million sequential decrease in the fourth quarter of 2024.
In the fourth quarter of 2025, cash returned to shareholders totaled $207.7 million, with $133.3 million in repurchases of common stock and $74.3 million in cash dividends.
Capital expenditures totaled $15.7 million in the quarter. Capital expenditures for 2026 are expected to be $75 million to $85 million.
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About C.H. Robinson
C.H. Robinson is the global leader in Lean AI supply chains. For more than a century, companies everywhere have looked to us to reimagine how goods move. Now, as we redefine what’s next for the industry, that same drive fuels our commitment to Building Tomorrow’s Supply Chains, Today™. Trusted by 83,000 customers and 450,000 contract carriers, we manage 37 million shipments annually, representing $23 billion in freight. We deliver tailored solutions across the world via truckload, less-than-truckload, ocean, air, and more. With our unique combination of human insight and Lean AI working as one, supply chains move faster, smarter, and more sustainably. As a responsible global citizen, we proudly contribute millions to the causes that matter most to our employees. For more information, visit us at chrobinson.com (Nasdaq: CHRW).
Except for the historical information contained herein, the matters set forth in this release are forward-looking statements that represent our expectations, beliefs, intentions or strategies concerning future events. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry that could adversely impact our profitability and achieving our long-term growth targets; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks associated with identifying and completing suitable acquisitions; our dependence on and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business, including reliance on third-party platforms and cybersecurity related risks; our ability to staff and retain employees; risks associated with operations outside of the U.S.; our ability to successfully integrate the operations of acquired companies with our historic operations or efficiently managing divestitures; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations including environmental-related regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of changes in political and governmental conditions; changes to our capital structure; changes due to catastrophic events; risks associated with the usage of artificial intelligence technologies; and other risks and uncertainties detailed in our Annual and Quarterly Reports.
Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update such statement to reflect events or circumstances arising after such date. All remarks made during our financial results conference call will be current at the time of the call, and we undertake no obligation to update the replay.
Conference Call Information:
C.H. Robinson Worldwide Fourth Quarter 2025 Earnings Conference Call
Wednesday, January 28, 2026; 5:30 p.m. Eastern Time
Presentation slides and a simultaneous live audio webcast of the conference call may be accessed through C.H. Robinson's Investor Relations website at investor.chrobinson.com.
To participate in the conference call by telephone, please call ten minutes early by dialing: 877-269-7756
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Adjusted Gross Profit by Service Line
(in thousands)
This table of summary results presents our service line adjusted gross profits on an enterprise basis. The service line adjusted gross profits in the table differ from the service line adjusted gross profits discussed within the segments as our segments may have revenues from multiple service lines.
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
Adjusted gross profits(1): | |||||||||||||||||||||||||||||||||||
| Transportation | |||||||||||||||||||||||||||||||||||
| Truckload | $ | 248,195 | $ | 261,527 | (5.1) | % | $ | 1,052,281 | $ | 1,072,691 | (1.9) | % | |||||||||||||||||||||||
| LTL | 150,888 | 141,982 | 6.3 | % | 609,736 | 572,169 | 6.6 | % | |||||||||||||||||||||||||||
| Ocean | 99,215 | 127,139 | (22.0) | % | 432,874 | 519,970 | (16.8) | % | |||||||||||||||||||||||||||
| Air | 33,909 | 40,856 | (17.0) | % | 136,695 | 135,901 | 0.6 | % | |||||||||||||||||||||||||||
| Customs | 34,400 | 26,467 | 30.0 | % | 132,776 | 107,480 | 23.5 | % | |||||||||||||||||||||||||||
| Other logistics services | 56,618 | 54,383 | 4.1 | % | 224,279 | 225,599 | (0.6) | % | |||||||||||||||||||||||||||
| Total transportation | 623,225 | 652,354 | (4.5) | % | 2,588,641 | 2,633,810 | (1.7) | % | |||||||||||||||||||||||||||
| Sourcing | 33,789 | 32,269 | 4.7 | % | 140,769 | 131,204 | 7.3 | % | |||||||||||||||||||||||||||
| Total adjusted gross profits | $ | 657,014 | $ | 684,623 | (4.0) | % | $ | 2,729,410 | $ | 2,765,014 | (1.3) | % | |||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.
10
GAAP to Non-GAAP Reconciliation
(unaudited, in thousands)
Our adjusted gross profit is a non-GAAP financial measure. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. We believe adjusted gross profit is a useful measure of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profit to be a primary performance measurement. Accordingly, the discussion of our results of operations often focuses on the changes in our adjusted gross profit. The reconciliation of gross profit to adjusted gross profit is presented below (in thousands):
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transportation | $ | 3,571,694 | $ | 3,870,927 | (7.7) | % | $ | 14,823,804 | $ | 16,353,745 | (9.4) | % | |||||||||||||||||||||||
| Sourcing | 340,940 | 313,729 | 8.7 | % | 1,408,959 | 1,371,211 | 2.8 | % | |||||||||||||||||||||||||||
| Total revenues | 3,912,634 | 4,184,656 | (6.5) | % | 16,232,763 | 17,724,956 | (8.4) | % | |||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation and related services | 2,948,469 | 3,218,573 | (8.4) | % | 12,235,163 | 13,719,935 | (10.8) | % | |||||||||||||||||||||||||||
| Purchased products sourced for resale | 307,151 | 281,460 | 9.1 | % | 1,268,190 | 1,240,007 | 2.3 | % | |||||||||||||||||||||||||||
| Direct internally developed software amortization | 14,491 | 11,762 | 23.2 | % | 58,258 | 44,308 | 31.5 | % | |||||||||||||||||||||||||||
| Total direct expenses | 3,270,111 | 3,511,795 | (6.9) | % | 13,561,611 | 15,004,250 | (9.6) | % | |||||||||||||||||||||||||||
| Gross profit | $ | 642,523 | $ | 672,861 | (4.5) | % | $ | 2,671,152 | $ | 2,720,706 | (1.8) | % | |||||||||||||||||||||||
| Plus: Direct internally developed software amortization | 14,491 | 11,762 | 23.2 | % | 58,258 | 44,308 | 31.5 | % | |||||||||||||||||||||||||||
| Adjusted gross profit | $ | 657,014 | $ | 684,623 | (4.0) | % | $ | 2,729,410 | $ | 2,765,014 | (1.3) | % | |||||||||||||||||||||||
Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. Our adjusted operating margin - excluding restructuring and/or loss on divestiture is a similar non-GAAP financial measure as adjusted operating margin, but also excludes the impact of restructuring and/or losses from divestiture. We believe adjusted operating margin and adjusted operating margin - excluding restructuring and/or loss on divestiture are useful measures of our profitability in comparison to our adjusted gross profit, which we consider a primary performance metric as discussed above. The comparisons of operating margin to adjusted operating margin and adjusted operating margin - excluding restructuring and/or loss on divestiture are presented below:
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
| Total revenues | $ | 3,912,634 | $ | 4,184,656 | (6.5) | % | $ | 16,232,763 | $ | 17,724,956 | (8.4) | % | |||||||||||||||||||||||
| Income from operations | 181,353 | 183,799 | (1.3) | % | 794,961 | 669,141 | 18.8 | % | |||||||||||||||||||||||||||
| Operating margin | 4.6 | % | 4.4 | % | 20 bps | 4.9 | % | 3.8 | % | 110 bps | |||||||||||||||||||||||||
| Adjusted gross profit | $ | 657,014 | $ | 684,623 | (4.0) | % | $ | 2,729,410 | $ | 2,765,014 | (1.3) | % | |||||||||||||||||||||||
| Income from operations | 181,353 | 183,799 | (1.3) | % | 794,961 | 669,141 | 18.8 | % | |||||||||||||||||||||||||||
| Adjusted operating margin | 27.6 | % | 26.8 | % | 80 | bps | 29.1 | % | 24.2 | % | 490 | bps | |||||||||||||||||||||||
| Adjusted gross profit | $ | 657,014 | $ | 684,623 | (4.0) | % | $ | 2,729,410 | $ | 2,765,014 | (1.3) | % | |||||||||||||||||||||||
| Adjusted income from operations | 197,448 | 184,408 | 7.1 | % | 833,733 | 759,349 | 9.8 | % | |||||||||||||||||||||||||||
Adjusted operating margin - excluding restructuring and/or loss on divestiture | 30.1 | % | 26.9 | % | 320 | bps | 30.5 | % | 27.5 | % | 300 | bps | |||||||||||||||||||||||
11
GAAP to Non-GAAP Reconciliation
(unaudited, in thousands)
Our adjusted income (loss) from operations, adjusted operating margin - excluding restructuring and/or loss on divestiture, adjusted net income and adjusted net income per share (diluted) are non-GAAP financial measures. These non-GAAP measures are calculated excluding the impact of restructuring and/or losses from divestiture. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations, adjusted operating margin - excluding restructuring and/or loss on divestiture, adjusted net income and adjusted net income per share (diluted). The reconciliation of these non-GAAP measures are presented below (in thousands except per share data):
| Non-GAAP Reconciliation: | NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||
| Three Months Ended December 31, 2025 | |||||||||||||||||||||||
| Income (loss) from operations | $ | 141,296 | $ | 40,489 | $ | (432) | $ | 181,353 | |||||||||||||||
| Severance and other personnel expenses | 8,309 | 3,982 | 2,892 | 15,183 | |||||||||||||||||||
| Other selling, general, and administrative expenses | 309 | 1,040 | (437) | 912 | |||||||||||||||||||
Total adjustments to income from operations(1) | 8,618 | 5,022 | 2,455 | 16,095 | |||||||||||||||||||
| Adjusted income from operations | $ | 149,914 | $ | 45,511 | $ | 2,023 | $ | 197,448 | |||||||||||||||
| Adjusted gross profit | $ | 411,618 | $ | 177,957 | $ | 67,439 | $ | 657,014 | |||||||||||||||
| Adjusted income from operations | 149,914 | 45,511 | 2,023 | 197,448 | |||||||||||||||||||
| Adjusted operating margin - excluding restructuring and loss on divestiture | 36.4 | % | 25.6 | % | 3.0 | % | 30.1 | % | |||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||
| Twelve Months Ended December 31, 2025 | |||||||||||||||||||||||
| Income (loss) from operations | $ | 621,836 | $ | 183,783 | $ | (10,658) | $ | 794,961 | |||||||||||||||
| Severance and other personnel expenses | 10,185 | 14,961 | 4,840 | 29,986 | |||||||||||||||||||
| Other selling, general, and administrative expenses | 384 | 1,167 | 7,235 | 8,786 | |||||||||||||||||||
Total adjustments to income from operations(2) | 10,569 | 16,128 | 12,075 | 38,772 | |||||||||||||||||||
| Adjusted income from operations | $ | 632,405 | $ | 199,911 | $ | 1,417 | $ | 833,733 | |||||||||||||||
| Adjusted gross profit | $ | 1,706,329 | $ | 741,921 | $ | 281,160 | $ | 2,729,410 | |||||||||||||||
| Adjusted income from operations | 632,405 | 199,911 | 1,417 | 833,733 | |||||||||||||||||||
| Adjusted operating margin - excluding restructuring and loss on divestiture | 37.1 | % | 26.9 | % | 0.5 | % | 30.5 | % | |||||||||||||||
| Three Months Ended December 31, 2025 | Twelve Months Ended December 31, 2025 | ||||||||||||||||||||||
| $ in 000's | per share | $ in 000's | per share | ||||||||||||||||||||
| Net income and per share (diluted) | $ | 136,321 | $ | 1.12 | $ | 587,081 | $ | 4.83 | |||||||||||||||
| Restructuring and related costs, pre-tax | 16,594 | 0.14 | 36,664 | 0.30 | |||||||||||||||||||
| (Gain) loss on divestiture, pre-tax | (499) | — | 2,108 | 0.02 | |||||||||||||||||||
| Tax effect of adjustments | (3,177) | (0.03) | (7,657) | (0.06) | |||||||||||||||||||
| Adjusted net income and per share (diluted) | $ | 149,239 | $ | 1.23 | $ | 618,196 | $ | 5.09 | |||||||||||||||
____________________________________________
(1) The three months ended December 31, 2025 includes severance and other personnel expenses of $15.2 million related to workforce reductions and $0.9 million of other charges.
(2) The twelve months ended December 31, 2025 includes severance and other personnel expenses of $30.0 million primarily related to workforce reductions and $8.8 million of other charges, which include a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.
12
| Non-GAAP Reconciliation: | NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||
| Three Months Ended December 31, 2024 | |||||||||||||||||||||||
| Income (loss) from operations | $ | 132,528 | $ | 51,827 | $ | (556) | $ | 183,799 | |||||||||||||||
| Severance and other personnel expenses | 1,154 | 1,017 | 1,574 | 3,745 | |||||||||||||||||||
| Other selling, general, and administrative expenses | 671 | 2,281 | (6,088) | (3,136) | |||||||||||||||||||
Total adjustments to income (loss) from operations(1) | 1,825 | 3,298 | (4,514) | 609 | |||||||||||||||||||
| Adjusted income (loss) from operations | $ | 134,353 | $ | 55,125 | $ | (5,070) | $ | 184,408 | |||||||||||||||
| Adjusted gross profit | $ | 403,764 | $ | 203,801 | $ | 77,058 | $ | 684,623 | |||||||||||||||
| Adjusted income (loss) from operations | 134,353 | 55,125 | (5,070) | 184,408 | |||||||||||||||||||
| Adjusted operating margin - excluding restructuring and loss on divestiture | 33.3 | % | 27.0 | % | N/M | 26.9 | % | ||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||
| Twelve Months Ended December 31, 2024 | |||||||||||||||||||||||
| Income (loss) from operations | $ | 531,292 | $ | 212,476 | $ | (74,627) | $ | 669,141 | |||||||||||||||
| Severance and other personnel expenses | 10,176 | 6,872 | 7,004 | 24,052 | |||||||||||||||||||
| Other selling, general, and administrative expenses | 6,885 | 4,729 | 54,542 | 66,156 | |||||||||||||||||||
Total adjustments to income from operations(2) | 17,061 | 11,601 | 61,546 | 90,208 | |||||||||||||||||||
| Adjusted income (loss) from operations | $ | 548,353 | $ | 224,077 | $ | (13,081) | $ | 759,349 | |||||||||||||||
| Adjusted gross profit | $ | 1,641,195 | $ | 802,549 | $ | 321,270 | $ | 2,765,014 | |||||||||||||||
| Adjusted income (loss) from operations | 548,353 | 224,077 | (13,081) | 759,349 | |||||||||||||||||||
| Adjusted operating margin - excluding restructuring and loss on divestiture | 33.4 | % | 27.9 | % | N/M | 27.5 | % | ||||||||||||||||
| Three Months Ended December 31, 2024 | Twelve Months Ended December 31, 2024 | ||||||||||||||||||||||
| $ in 000's | per share | $ in 000's | per share | ||||||||||||||||||||
| Net income and per share (diluted) | $ | 149,306 | $ | 1.22 | $ | 465,690 | $ | 3.86 | |||||||||||||||
| Restructuring and related costs, pre-tax | 13,183 | 0.11 | 45,746 | 0.38 | |||||||||||||||||||
| (Gain) loss on divestiture, pre-tax | (12,574) | (0.10) | 44,462 | 0.37 | |||||||||||||||||||
| Tax effect of adjustments | (1,851) | (0.02) | (11,773) | (0.10) | |||||||||||||||||||
| Adjusted net income and per share (diluted) | $ | 148,064 | $ | 1.21 | $ | 544,125 | $ | 4.51 | |||||||||||||||
____________________________________________
(1) The three months ended December 31, 2024 includes severance and other personnel expenses of $3.7 million related to workforce reductions and a $3.1 million net gain driven by a $12.6 million favorable adjustment to the loss on the divestiture of our Europe Surface Transportation business, partially offset by impairments related to reducing our facilities footprint.
(2) The twelve months ended December 31, 2024 includes severance and other personnel expenses of $24.1 million related to workforce reductions and $66.2 million of other charges, which includes a $44.5 million loss on the divestiture of our Europe Surface Transportation business and impairments related to reducing our facilities footprint and of internally developed software.
13
Condensed Consolidated Statements of Income
(unaudited, in thousands, except per share data)
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transportation | $ | 3,571,694 | $ | 3,870,927 | (7.7) | % | $ | 14,823,804 | $ | 16,353,745 | (9.4) | % | |||||||||||||||||||||||
| Sourcing | 340,940 | 313,729 | 8.7 | % | 1,408,959 | 1,371,211 | 2.8 | % | |||||||||||||||||||||||||||
| Total revenues | 3,912,634 | 4,184,656 | (6.5) | % | 16,232,763 | 17,724,956 | (8.4) | % | |||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation and related services | 2,948,469 | 3,218,573 | (8.4) | % | 12,235,163 | 13,719,935 | (10.8) | % | |||||||||||||||||||||||||||
| Purchased products sourced for resale | 307,151 | 281,460 | 9.1 | % | 1,268,190 | 1,240,007 | 2.3 | % | |||||||||||||||||||||||||||
| Personnel expenses | 336,981 | 354,381 | (4.9) | % | 1,370,158 | 1,456,249 | (5.9) | % | |||||||||||||||||||||||||||
| Other selling, general, and administrative expenses | 138,680 | 146,443 | (5.3) | % | 564,291 | 639,624 | (11.8) | % | |||||||||||||||||||||||||||
| Total costs and expenses | 3,731,281 | 4,000,857 | (6.7) | % | 15,437,802 | 17,055,815 | (9.5) | % | |||||||||||||||||||||||||||
| Income from operations | 181,353 | 183,799 | (1.3) | % | 794,961 | 669,141 | 18.8 | % | |||||||||||||||||||||||||||
| Interest and other income/expense, net | (14,825) | (15,350) | (3.4) | % | (72,504) | (89,937) | (19.4) | % | |||||||||||||||||||||||||||
| Income before provision for income taxes | 166,528 | 168,449 | (1.1) | % | 722,457 | 579,204 | 24.7 | % | |||||||||||||||||||||||||||
| Provision for income taxes | 30,207 | 19,143 | 57.8 | % | 135,376 | 113,514 | 19.3 | % | |||||||||||||||||||||||||||
| Net income | $ | 136,321 | $ | 149,306 | (8.7) | % | $ | 587,081 | $ | 465,690 | 26.1 | % | |||||||||||||||||||||||
| Net income per share (basic) | $ | 1.14 | $ | 1.24 | (8.1) | % | $ | 4.88 | $ | 3.89 | 25.4 | % | |||||||||||||||||||||||
| Net income per share (diluted) | $ | 1.12 | $ | 1.22 | (8.2) | % | $ | 4.83 | $ | 3.86 | 25.1 | % | |||||||||||||||||||||||
| Weighted average shares outstanding (basic) | 119,885 | 120,589 | (0.6) | % | 120,242 | 119,805 | 0.4 | % | |||||||||||||||||||||||||||
| Weighted average shares outstanding (diluted) | 121,658 | 122,291 | (0.5) | % | 121,502 | 120,679 | 0.7 | % | |||||||||||||||||||||||||||
14
Business Segment Information
(unaudited, in thousands, except average employee headcount)
| NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||||||
| Three Months Ended December 31, 2025 | ||||||||||||||||||||||||||
| Total revenues | $ | 2,810,373 | $ | 730,983 | $ | 371,278 | $ | 3,912,634 | ||||||||||||||||||
Adjusted gross profits(1) | 411,618 | 177,957 | 67,439 | 657,014 | ||||||||||||||||||||||
| Income (loss) from operations | 141,296 | 40,489 | (432) | 181,353 | ||||||||||||||||||||||
| Depreciation and amortization | 4,856 | 2,510 | 19,115 | 26,481 | ||||||||||||||||||||||
Total assets(2) | 2,853,372 | 1,142,015 | 1,062,994 | 5,058,381 | ||||||||||||||||||||||
| Average employee headcount | 4,970 | 4,007 | 3,108 | 12,085 | ||||||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||||||
| Three Months Ended December 31, 2024 | ||||||||||||||||||||||||||
| Total revenues | $ | 2,802,700 | $ | 883,968 | $ | 497,988 | $ | 4,184,656 | ||||||||||||||||||
Adjusted gross profits(1) | 403,764 | 203,801 | 77,058 | 684,623 | ||||||||||||||||||||||
| Income (loss) from operations | 132,528 | 51,827 | (556) | 183,799 | ||||||||||||||||||||||
| Depreciation and amortization | 4,891 | 2,357 | 17,032 | 24,280 | ||||||||||||||||||||||
Total assets(2) | 2,874,701 | 1,335,178 | 1,088,047 | 5,297,926 | ||||||||||||||||||||||
| Average employee headcount | 5,348 | 4,542 | 3,979 | 13,869 | ||||||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||||||
| Twelve Months Ended December 31, 2025 | ||||||||||||||||||||||||||
| Total revenues | $ | 11,562,714 | $ | 3,090,018 | $ | 1,580,031 | $ | 16,232,763 | ||||||||||||||||||
Adjusted gross profits(1) | 1,706,329 | 741,921 | 281,160 | 2,729,410 | ||||||||||||||||||||||
| Income (loss) from operations | 621,836 | 183,783 | (10,658) | 794,961 | ||||||||||||||||||||||
| Depreciation and amortization | 19,354 | 9,087 | 74,377 | 102,818 | ||||||||||||||||||||||
Total assets(2) | 2,853,372 | 1,142,015 | 1,062,994 | 5,058,381 | ||||||||||||||||||||||
| Average employee headcount | 5,158 | 4,284 | 3,291 | 12,733 | ||||||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||||||
| Twelve Months Ended December 31, 2024 | ||||||||||||||||||||||||||
| Total revenues | $ | 11,727,539 | $ | 3,805,018 | $ | 2,192,399 | $ | 17,724,956 | ||||||||||||||||||
Adjusted gross profits(1) | 1,641,195 | 802,549 | 321,270 | 2,765,014 | ||||||||||||||||||||||
| Income (loss) from operations | 531,292 | 212,476 | (74,627) | 669,141 | ||||||||||||||||||||||
| Depreciation and amortization | 20,670 | 10,602 | 65,888 | 97,160 | ||||||||||||||||||||||
Total assets(2) | 2,874,701 | 1,335,178 | 1,088,047 | 5,297,926 | ||||||||||||||||||||||
| Average employee headcount | 5,696 | 4,678 | 4,012 | 14,386 | ||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained above. The difference between adjusted gross profits and gross profits is not material.
(2) All cash and cash equivalents are included in All Other and Corporate.
15
Condensed Consolidated Balance Sheets
(unaudited, in thousands)
| December 31, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 160,871 | $ | 145,762 | |||||||
| Receivables, net of allowance for credit loss | 2,360,829 | 2,383,709 | |||||||||
| Contract assets, net of allowance for credit loss | 156,441 | 200,332 | |||||||||
| Prepaid expenses and other | 120,402 | 102,166 | |||||||||
| Assets held for sale | — | 137,634 | |||||||||
| Total current assets | 2,798,543 | 2,969,603 | |||||||||
| Property and equipment, net of accumulated depreciation and amortization | 116,362 | 127,189 | |||||||||
| Right-of-use lease assets | 278,323 | 334,738 | |||||||||
| Intangible and other assets, net of accumulated amortization | 1,865,153 | 1,866,396 | |||||||||
| Total assets | $ | 5,058,381 | $ | 5,297,926 | |||||||
| Liabilities and stockholders’ investment | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and outstanding checks | $ | 1,241,276 | $ | 1,212,132 | |||||||
| Accrued expenses: | |||||||||||
| Compensation | 188,838 | 180,801 | |||||||||
| Transportation expense | 120,708 | 153,274 | |||||||||
| Income taxes | 33,745 | 9,326 | |||||||||
| Other accrued liabilities | 174,955 | 173,318 | |||||||||
| Current lease liabilities | 72,180 | 72,842 | |||||||||
| Current portion of debt | — | 455,792 | |||||||||
| Liabilities held for sale | — | 67,413 | |||||||||
| Total current liabilities | 1,831,702 | 2,324,898 | |||||||||
| Long-term debt | 1,089,438 | 921,857 | |||||||||
| Noncurrent lease liabilities | 233,768 | 290,641 | |||||||||
| Noncurrent income taxes payable | 34,875 | 23,472 | |||||||||
| Deferred tax liabilities | 21,526 | 12,565 | |||||||||
| Other long-term liabilities | 1,425 | 2,442 | |||||||||
| Total liabilities | 3,212,734 | 3,575,875 | |||||||||
| Total stockholders’ investment | 1,845,647 | 1,722,051 | |||||||||
| Total liabilities and stockholders’ investment | $ | 5,058,381 | $ | 5,297,926 | |||||||
16
Condensed Consolidated Statements of Cash Flow
(unaudited, in thousands, except operational data)
| Twelve Months Ended December 31, | |||||||||||
| Operating activities: | 2025 | 2024 | |||||||||
| Net income | $ | 587,081 | $ | 465,690 | |||||||
| Adjustments to reconcile net income to net cash provided by (used for) operating activities: | |||||||||||
| Depreciation and amortization | 102,818 | 97,160 | |||||||||
| Provision for credit losses | 8,174 | 6,688 | |||||||||
| Stock-based compensation | 80,070 | 84,590 | |||||||||
| Deferred income taxes | 9,462 | (80,067) | |||||||||
| Excess tax benefit on stock-based compensation | (29,153) | (9,411) | |||||||||
| Loss on disposal groups held for sale | (856) | 32,794 | |||||||||
| Other operating activities | 8,178 | 20,682 | |||||||||
| Changes in operating elements: | |||||||||||
| Receivables | 95,359 | (164,255) | |||||||||
| Contract assets | 44,283 | (11,969) | |||||||||
| Prepaid expenses and other | (17,470) | 60,740 | |||||||||
| Right of use asset | 55,185 | (5,937) | |||||||||
| Accounts payable and outstanding checks | 10,783 | (79,943) | |||||||||
| Accrued compensation | 6,264 | 49,681 | |||||||||
| Accrued transportation expenses | (32,566) | 6,756 | |||||||||
| Accrued income taxes | 64,658 | 15,545 | |||||||||
| Other accrued liabilities | (17,926) | 12,791 | |||||||||
| Lease liability | (63,482) | 5,076 | |||||||||
| Other assets and liabilities | 3,657 | 2,473 | |||||||||
| Net cash provided by operating activities | 914,519 | 509,084 | |||||||||
| Investing activities: | |||||||||||
| Purchases of property and equipment | (19,628) | (22,653) | |||||||||
| Purchases and development of software | (50,915) | (51,635) | |||||||||
| Acquisitions, net of cash acquired | (11,864) | — | |||||||||
| Proceeds from divestiture | 27,737 | — | |||||||||
| Net cash used for investing activities | (54,670) | (74,288) | |||||||||
| Financing activities: | |||||||||||
| Proceeds from stock issued for employee benefit plans | 159,197 | 114,890 | |||||||||
| Stock tendered for payment of withholding taxes | (76,917) | (32,217) | |||||||||
| Repurchase of common stock | (354,652) | — | |||||||||
| Cash dividends | (301,376) | (294,772) | |||||||||
| Proceeds from long-term borrowings | 949,000 | 10,000 | |||||||||
| Payments on long-term borrowings | (1,211,000) | (10,000) | |||||||||
| Proceeds from short-term borrowings | 1,548,800 | 3,192,500 | |||||||||
| Payments on short-term borrowings | (1,575,800) | (3,396,500) | |||||||||
| Net cash used for financing activities | (862,748) | (416,099) | |||||||||
| Effect of exchange rates on cash and cash equivalents | 7,232 | (8,152) | |||||||||
| Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale | 4,333 | 10,545 | |||||||||
| Plus: net decrease (increase) in cash and cash equivalents within assets held for sale | 10,776 | (10,307) | |||||||||
| Cash and cash equivalents, beginning of period | 145,762 | 145,524 | |||||||||
| Cash and cash equivalents, end of period | $ | 160,871 | $ | 145,762 | |||||||
| As of December 31, | |||||||||||
| Operational Data: | 2025 | 2024 | |||||||||
| Employees | 11,855 | 13,781 | |||||||||
Source: C.H. Robinson
CHRW-IR
17
2024 INVESTOR DAY January 28, 2026 Q4 2025 Earnings Presentation
Safe Harbor Statement Except for the historical information contained herein, the matters set forth in this release are forward-looking statements that represent our expectations, beliefs, intentions or strategies concerning future events. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry that could adversely impact our profitability and achieving our long-term growth targets; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks associated with identifying and completing suitable acquisitions; our dependence on and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business, including reliance on third-party platforms and cybersecurity related risks; our ability to staff and retain employees; risks associated with operations outside of the U.S.; our ability to successfully integrate the operations of acquired companies with our historic operations or efficiently managing divestitures; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations including environmental-related regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of changes in political and governmental conditions; changes to our capital structure; changes due to catastrophic events; risks associated with the usage of artificial intelligence technologies; and other risks and uncertainties detailed in our Annual and Quarterly Reports. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update such statement to reflect events or circumstances arising after such date. 2©2026 C.H. Robinson Worldwide, Inc. All Rights Reserved.
Thoughts from President & CEO, Dave Bozeman 3 ■ In the face of significant market headwinds, C.H. Robinson continued to deliver strong performance driven by market share gains, disciplined revenue management, a cost of hire advantage versus the market, and evergreen productivity improvements fueled by our Lean AI strategy. ■ In NAST, we grew our combined truckload and LTL volume by approximately 1.0% year-over-year and demonstrably grew market share vs. a 7.6% decline in the Cass Freight Shipment Index. This was accomplished while expanding gross margins on a year-over-year basis, despite tighter carrier capacity and a material spot rate inflection during the last 5 weeks of the quarter. ■ In Global Forwarding, we expanded gross margins by 120 basis points year-over- year through improved revenue management discipline. We also continued to evolve our Global Forwarding business to a more cohesive, centralized model with standardized and Lean AI-enabled processes. ■ We continued to improve our productivity and cost to serve across the enterprise, resulting in a double-digit productivity increase in NAST in 2025 and a high-single- digit productivity increase in Global Forwarding.
Q4 Highlights 4 ■ North American Surface Transportation (NAST) gained market share in truckload and LTL and expanded gross margins Y/Y through disciplined pricing and a cost of hire advantage ■ Global Forwarding (GF) improved its portfolio yield and expanded gross margins through disciplined pricing and revenue management practices ■ NAST & GF productivity continued to improve Y/Y and drove adjusted operating margin - excluding restructuring(1) to 36.4% in NAST and 25.6% in Global Forwarding ■ Focused on providing best-in-class service to our customers and carriers, gaining profitable share in targeted market segments, streamlining our processes, applying Lean principles and leveraging evolving AI technology to drive out waste and optimize our costs, with a disciplined operating model that arms our people with innovative tools, decouples headcount growth from volume growth and drives operating leverage $3.9B Total Revenues -6.5% Y/Y $657M Adj. Gross Profits(1) -4.0% Y/Y $181M Income from Operations -1.3% Y/Y $1.12 Net Income/Share -8.2% Y/Y Q4 2025 1. Adjusted gross profits, adjusted income from operations, adjusted operating margin - excluding restructuring and adjusted net income per share are non-GAAP financial measures. Refer to pages 24 through 27 for further discussion and a GAAP to Non-GAAP reconciliation. $197M of Adj. Income from Operations(1) +7.1% Y/Y $1.23 of Adj. Net Income per Share(1) +1.7% Y/Y
All Other & Corporate ■ Robinson Fresh AGP up 8.0% Y/Y due to increase in integrated supply chain solutions ■ Managed Solutions Q4 AGP up 1.6% Y/Y ■ Other Surface Transportation AGP declined to zero due to divestiture of Europe Surface Transportation business in February 2025 Global Forwarding (GF) ■ Trade policies reduced Q4 demand & ocean rates declined significantly ■ Ocean volume declined 8.0% Y/Y & air tonnage declined 12.5% Y/Y ■ Continuing to diversify our trade lane and industry vertical exposure ■ Customs AGP up 30.0% Y/Y North American Surface Transportation (NAST) ■ NAST volume performance outpaced the market indices for the 11th consecutive quarter ■ Significant opportunities for profitable growth remain in targeted segments ■ Focused on initiatives that improve the customer and carrier experience and lower our cost to serve ■ AGP margin increased Y/Y despite tighter carrier capacity and a more pronounced spot rate inflection during the last 5 weeks of the quarter ■ Productivity improvements are being driven by removing waste and increasing automation through custom-built AI agents Complementary Global Suite of Services 5 Q4 2025 Adjusted Gross Profits(2) +1.9% Y/Y -12.5% Y/Y -12.7% Y/Y 1. Measured over trailing twelve months. 2. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. Over half of total revenues are garnered from customers to whom we provide both surface transportation and global forwarding services, and this percentage has grown year-over-year due to our One Robinson go-to-market approach.(1)
NAST Q4’25 Results by Service 6 ■ Total NAST truckload and LTL volume grew 1.0% Y/Y, reflecting the 11th consecutive quarter of market share growth(2) ■ Truckload volume increased 3.0% Y/Y(2) ■ LTL AGP per order increased 5.5% Y/Y and volume increased 0.5% Y/Y(2) ■ NAST AGP margin improved 20 bps Y/Y, despite tighter carrier capacity and a more pronounced spot rate inflection during the last 5 weeks of the quarter, due to disciplined pricing and procurement efforts, continued advancement of our dynamic pricing and costing capabilities and a widening of our cost-of-hire advantage 4Q25 4Q24 %▲ Truckload (“TL”) $243.3 $244.2 (0.4)% Less than Truckload (“LTL”) $149.3 $140.8 6.0% Other $19.0 $18.7 1.4% Total Adjusted Gross Profits $411.6 $403.8 1.9% Adjusted Gross Profit Margin % 14.6% 14.4% 20 bps Adjusted Gross Profits(1) ($ in millions) 1. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Growth rates are rounded to the nearest 0.5 percent. Fourth Quarter Highlights
Truckload Price and Cost Change (1)(2)(3) 7 Truckload Q4 Volume(2)(4) +3.0 % Price/Mile(1)(2)(3) +2.5 % Cost/Mile(1)(2)(3) +2.5 % Adjusted Gross Profit(4) -0.4 % 1. Price and cost change represents YoY change for North America truckload shipments across all segments. 2. Growth rates are rounded to the nearest 0.5 percent. 3. Pricing and cost measures exclude fuel surcharges and costs. 4. Truckload volume and adjusted gross profit growth represents YoY change for NAST truckload. ■ 70% / 30% truckload contractual / transactional volume mix in Q4 ■ Average routing guide depth of 1.3 in Managed Solutions business vs. 1.3 in Q4 last year, reflecting a continued soft market Yo Y % C ha ng e in P ric e an d C os t p er M ile YoY Price Change YoY Cost Change 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 -30% -20% -10% 0% 10% 20% 30% 40% 50%
Truckload AGP $ per Shipment Trend 8 ■ Disciplined pricing and capacity procurement efforts and continued advancement of our dynamic pricing and costing capabilities resulted in improved optimization of volume and AGP(1) ■ AGP $ per mile was flat year-over-year; 3.0% decline in AGP $ per shipment was driven by a shorter average length of haul, which was partially due to growth in our short haul volumes N A ST A dj us te d G ro ss P ro fit $ p er T ru ck lo ad Sh ip m en t N A ST A djusted G ross Profit M argin % NAST Adjusted Gross Profit $ per Truckload Shipment (left axis) NAST Adjusted Gross Profit Margin % (right axis) Average NAST AGP $ per Truckload Shipment (left axis) 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 11% 12% 13% 14% 15% 16% 17% 18% 19% 20% 1. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material.
Global Forwarding Q4’25 Results by Service 9 4Q25 4Q24 %▲ Ocean $99.1 $127.1 (22.0)% Air $33.5 $40.5 (17.3)% Customs $34.4 $26.5 30.0% Other $11.0 $9.7 13.4% Total Adjusted Gross Profits $178.0 $203.8 (12.7)% Adjusted Gross Profit Margin % 24.3% 23.1% 120 bps Adjusted Gross Profits (1) ($ in millions) ■ Global trade policies caused previous front-loading of volume, a dislocation of global demand and a softer volume Y/Y ■ Soft demand and increasing vessel capacity caused ocean rates to decline significantly Y/Y ■ Ocean AGP decreased due to a 15.0% decrease in AGP per shipment and an 8.0% decline in shipments(2) ■ Air AGP decreased due to a 12.5% decline in metric tons shipped and a 5.5% decrease in AGP per metric ton shipped(2) ■ Customs AGP increased due to a 26.0% increase in adjusted gross profit per transaction and a 3.0% increase in volume(2) 1. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Growth rates are rounded to the nearest 0.5 percent. Fourth Quarter Highlights
All Other & Corporate Q4’25 Results 10 Robinson Fresh ■ Growth in AGP due to an increase in integrated supply chain solutions for foodservice customers Managed Solutions ■ Total freight under management of $2.0B in Q4 Other Surface Transportation ■ Decline in AGP driven by the divestiture of our Europe Surface Transportation business on February 1, 2025 4Q25 4Q24 %▲ Robinson Fresh $38.9 $36.0 8.0% Managed Solutions $28.6 $28.1 1.6% Other Surface Transportation $— $12.9 (100.0)% Total $67.4 $77.1 (12.5)% Adjusted Gross Profits (1) ($ in millions) 1. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. Fourth Quarter Highlights
IMPROVEPLAN ACTIVATE • Enterprise Strategy Map • Divisional Strategy Maps • Shared Services Strategy Maps • Regular operating review cadence (daily, weekly, monthly, quarterly) • Binary view of success (green) or opportunity (red) • Enterprise • Divisional • Shared Services • Accountable action plans on all scorecards with red • Embrace and attack the red! • e.g., Gemba walks (go to the desk) Scorecard: Measurable and Actionable Inputs Defined Strategic Workstreams Clear Long-Term Strategy and Goals Continuous and Rigorous Measurement and Action Plans Continuously Improving. Never Stops. 1 2 3 4 5 Robinson Operating Model 11
Streamlining & Automating Processes to Drive Profitable Growth 12 12
What: Large language models (ChatGPT) How: Understanding of written language and generating content CHR Examples: Email classification, email quoting, email order entry, appointments *Works well with Traditional AI What: Machine learning, predictive analytics, optimization How: Advanced math and statistics CHR Examples: Costing, pricing, transportation optimization From machine learning to multi-agent models with advanced reasoning What: Large language models plus planning, tool use, memory, natural interaction, and optimization How: Advanced reasoning adds the ability to act autonomously to perform complex tasks without explicit instructions CHR Examples: NMFC Agent, Ocean Quoting *Works well with GenAI and Traditional AI The Multifaceted World of AI 13
I provide customers with transactional quotes, fast. Quote Agents I build and update orders on-system in seconds. Order Agents I contact carriers for timely tracking updates. Tracking Agents I book and reschedule optimal appointments. Appointment Agents I post available truckload capacity on-system early. Truck Post Agents I proactively recommend loads to best-fit carriers. Load Booking Agents I acquire necessary documents from carriers. Documents Agents I ensure carriers are paid on time. Carrier Payment Agents Meet the Fleet of C.H. Robinson AI Agents 14 Just a sample of the agents performing tasks that defied automation for decades
Capital Allocation Priorities: Balanced and Opportunistic 15 Cash Flow from Operations & Capital Distribution ($M) ■ $208 million of cash returned to shareholders in Q4 2025 ■ Q4 2025 capital distribution increased 151% Y/Y ■ More than 25 years of annually increasing dividends, on a per share basis ■ 903K shares repurchased at an average price of $147.63 ■ The Y/Y increase in cash from operations was driven primarily by a favorable Y/Y change in net operating working capital. ■ We'll continue to manage our capital structure to maintain our investment grade credit rating. ■ Our improved leverage ratio and strong conviction in the company's intrinsic value led to increased share repurchases in 2025.
30% GF Operating Margin Mid-30s Enterprise Operating Margin 40% NAST Operating Margin ~$400M - $500M $350M-$450M Incremental Adjusted Operating Income vs. 2023 Mid-Cycle Key Assumptions • Outsized volume growth in NAST and GF • Ongoing gross margin expansion driven by technology enhancements and disciplined revenue management • Consistent focus on driving evergreen productivity improvement and operating leverage • 40% and 30% remain our targets for quality of earnings; beyond those, we retain the optionality to deliver demonstrable outgrowth to deliver higher earnings for our investors Our Updated 2026 Financial Target1 161. Updated on October 29, 2025
1. Excluding restructuring and other charges 2. Assumes ~120M diluted weight average shares outstanding; no significant change in non-operating metrics Market Assumptions • Market volume growth of flat to up 5% in 2026 • Market normalization • NAST AGP/shipment flat to up 2% • GF AGP/shipment reset to 2H 2023 (down 10%) Key Drivers • Outperform the market • Optimize AGP yields • Organizational transformation • Evergreen productivity gains ~$6.00 Adjusted EPS1,2 ($964M of adjusted operating income) with 0% market growth in 2026 2026 Operating Income Bridge1 17
© C.H. Robinson Worldwide, Inc. All rights reserved. Our Customer Promise 18
2024 INVESTOR DAY Appendix
Q4 2025 Transportation Results(1) 20 Three Months Ended December 31 Twelve Months Ended December 31 $ in thousands 2025 2024 % Change 2025 2024 % Change Total Revenues $ 3,571,694 $ 3,870,927 (7.7) % $ 14,823,804 $ 16,353,745 (9.4) % Total Adjusted Gross Profits(2) $ 623,225 $ 652,354 (4.5) % $ 2,588,641 $ 2,633,810 (1.7) % Adjusted Gross Profit Margin % 17.4% 16.9% 50 bps 17.5% 16.1% 140 bps Transportation Adjusted Gross Profit Margin % 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Q1 19.7% 17.3% 16.4% 18.6% 15.3% 14.9% 13.5% 15.2% 15.4% 17.2% Q2 19.3% 16.2% 16.2% 18.3% 17.5% 13.8% 15.4% 15.5% 15.8% 17.5% Q3 17.6% 16.4% 16.6% 16.9% 14.4% 13.7% 15.1% 15.1% 16.4% 17.7% Q4 17.2% 16.6% 17.7% 15.6% 14.3% 13.3% 15.5% 15.0% 16.9% 17.4% Total 18.4% 16.6% 16.7% 17.3% 15.3% 13.8% 14.8% 15.2% 16.1% 17.5% 1. Includes results across all segments. 2. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material.
Q4 2025 NAST Results 21 1. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $8.6 million of restructuring charges in the Three Months Ended December 31, 2025 and $10.6 million of restructuring charges in the Twelve Months Ended December 31, 2025 mainly related to workforce reductions. Includes $1.8 million of restructuring charges in the Three Months Ended December 31, 2024 mainly related to workforce reductions and $17.1 million of restructuring charges in the Twelve Months Ended December 31, 2024 related to workforce reductions, impairment of internally developed software, and charges to reduce our facilities footprint. Three Months Ended December 31 Twelve Months Ended December 31 $ in thousands 2025 2024 % Change 2025 2024 % Change Total Revenues $ 2,810,373 $ 2,802,700 0.3 % $ 11,562,714 $ 11,727,539 (1.4) % Total Adjusted Gross Profits(1) $ 411,618 $ 403,764 1.9 % $ 1,706,329 $ 1,641,195 4.0 % Adjusted Gross Profit Margin % 14.6% 14.4% 20 bps 14.8% 14.0% 80 bps Income from Operations(2) $ 141,296 $ 132,528 6.6 % $ 621,836 $ 531,292 17.0 % Adjusted Operating Margin % 34.3% 32.8% 150 bps 36.4% 32.4% 400 bps Depreciation and Amortization $ 4,856 $ 4,891 (0.7) % $ 19,354 $ 20,670 (6.4) % Total Assets $ 2,853,372 $ 2,874,701 (0.7) % $ 2,853,372 $ 2,874,701 (0.7) % Average Headcount 4,970 5,348 (7.1) % 5,158 5,696 (9.4) %
Q4 2025 Global Forwarding Results 22 1. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $5.0 million of restructuring charges in the Three Months Ended December 31, 2025 and $16.1 million of restructuring charges in the Twelve Months Ended December 31, 2025 mainly related to workforce reductions. Includes $3.3 million of restructuring charges in the Three Months Ended December 31, 2024 and $11.6 million of restructuring charges in the Twelve Months Ended December 31, 2024 mainly related to workforce reductions. Three Months Ended December 31 Twelve Months Ended December 31 $ in thousands 2025 2024 % Change 2025 2024 % Change Total Revenues $ 730,983 $ 883,968 (17.3) % $ 3,090,018 $ 3,805,018 (18.8) % Total Adjusted Gross Profits(1) $ 177,957 $ 203,801 (12.7) % $ 741,921 $ 802,549 (7.6) % Adjusted Gross Profit Margin % 24.3% 23.1% 120 bps 24.0% 21.1% 290 bps Income from Operations(2) $ 40,489 $ 51,827 (21.9) % $ 183,783 $ 212,476 (13.5) % Adjusted Operating Margin % 22.8% 25.4% (260 bps) 24.8% 26.5% (170 bps) Depreciation and Amortization $ 2,510 $ 2,357 6.5 % $ 9,087 $ 10,602 (14.3) % Total Assets $ 1,142,015 $ 1,335,178 (14.5) % $ 1,142,015 $ 1,335,178 (14.5) % Average Headcount 4,007 4,542 (11.8) % 4,284 4,678 (8.4) %
Q4 2025 All Other and Corporate Results 23 1. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $2.5 million of restructuring charges in the Three Months Ended December 31, 2025 primarily related to workforce reductions and $12.1 million of restructuring charges in the Twelve Months Ended December 31, 2025 primarily related to workforce reductions and a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building. Includes a $4.5 million credit of restructuring charges in the Three Months Ended December 31, 2024 which includes a $12.6 million credit adjustment to the loss on divestiture of our Europe Surface Transportation business, which was partially offset by impairments related to reducing our facilities footprint. Includes $61.5 million of restructuring charges in the Twelve Months Ended December 31, 2024 related to the divestiture of our Europe Surface Transportation business, workforce reductions, and impairment of internally developed software. Three Months Ended December 31 Twelve Months Ended December 31 $ in thousands 2025 2024 % Change 2025 2024 % Change Total Revenues $ 371,278 $ 497,988 (25.4%) $ 1,580,031 $ 2,192,399 (27.9%) Total Adjusted Gross Profits(1) $ 67,439 $ 77,058 (12.5%) $ 281,160 $ 321,270 (12.5%) Income (loss) from Operations(2) $ (432) $ (556) N/M $ (10,658) $ (74,627) N/M Depreciation and Amortization $ 19,115 $ 17,032 12.2% $ 74,377 $ 65,888 12.9% Total Assets $ 1,062,994 $ 1,088,047 (2.3%) $ 1,062,994 $ 1,088,047 (2.3%) Average Headcount 3,108 3,979 (21.9%) 3,291 4,012 (18.0%)
24 Our adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profit divided by total revenues. We believe adjusted gross profit and adjusted gross profit margin are useful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profit to be a primary performance measurement. The reconciliation of gross profit to adjusted gross profit and gross profit margin to adjusted gross profit margin are presented below: Three Months Ended December 31 Twelve Months Ended December 31 $ in thousands 2025 2024 2025 2024 Revenues: Transportation $ 3,571,694 $ 3,870,927 $ 14,823,804 $ 16,353,745 Sourcing 340,940 313,729 1,408,959 1,371,211 Total Revenues $ 3,912,634 $ 4,184,656 $ 16,232,763 $ 17,724,956 Costs and expenses: Purchased transportation and related services 2,948,469 3,218,573 12,235,163 13,719,935 Purchased produced sourced for resale 307,151 281,460 1,268,190 1,240,007 Direct internally developed software amortization 14,491 11,762 58,258 44,308 Total direct costs $ 3,270,111 $ 3,511,795 $ 13,561,611 $ 15,004,250 Gross profit & Gross profit margin $ 642,523 16.4% $ 672,861 16.1% $ 2,671,152 16.5% $ 2,720,706 15.3% Plus: Direct internally developed software amortization 14,491 11,762 58,258 44,308 Adjusted gross profit/Adjusted gross profit margin $ 657,014 16.8% $ 684,623 16.4% $ 2,729,410 16.8% $ 2,765,014 15.6% Non-GAAP Reconciliations
Non-GAAP Reconciliations 25 Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. Our adjusted operating margin - excluding restructuring and/or loss on divestiture is a similar non-GAAP financial measure to adjusted operating margin, but also excludes the impact of restructuring and/or losses from divestiture. We believe adjusted operating margin and adjusted operating margin - excluding restructuring and/or loss on divestiture are useful measures of our profitability in comparison to our adjusted gross profit, which we consider a primary performance metric as discussed above. The comparisons of operating margin to adjusted operating margin and adjusted operating margin - excluding restructuring and/or loss on divestiture are presented below: Three Months Ended December 31 Twelve Months Ended December 31 $ in thousands 2025 2024 2025 2024 Total Revenues $ 3,912,634 $ 4,184,656 $ 16,232,763 $ 17,724,956 Income from operations 181,353 183,799 794,961 669,141 Operating margin 4.6% 4.4% 4.9% 3.8% Adjusted gross profit $ 657,014 $ 684,623 $ 2,729,410 $ 2,765,014 Income from operations 181,353 183,799 794,961 669,141 Adjusted operating margin 27.6% 26.8% 29.1% 24.2% Adjusted gross profit $ 657,014 $ 684,623 $ 2,729,410 $ 2,765,014 Adjusted income from operations(1) 197,448 184,408 833,733 759,349 Adjusted operating margin - excluding restructuring and/ or loss on divestiture 30.1% 26.9% 30.5% 27.5% 1. In the Three Months Ended December 31, 2025, we incurred restructuring expenses of $16.1 million primarily related to workforce reductions. In the Twelve Months Ended December 31, 2025, we incurred restructuring expenses of $30.0 million related to workforce reductions and $8.8 million of other charges, which includes a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building. In the Three Months Ended December 31, 2024, we incurred restructuring expenses of $3.7 million related to workforce reductions and a $3.1 million credit of other charges, which includes a $12.6 million credit adjustment to the loss on the divestiture of our Europe Surface Transportation business, which was partially offset by impairments related to reducing our facilities footprint. In the Twelve Months Ended December 31, 2024, we incurred restructuring expenses of $24.1 million related to workforce reductions and $66.2 million of other charges, primarily related to the loss on divestiture of our Europe Surface Transportation business and impairments related to reducing our facilities footprint and of internally developed software.
Non-GAAP Reconciliations 26 Our adjusted income (loss) from operations, adjusted operating margin - excluding restructuring and/or loss on divestiture, adjusted net income and adjusted net income per share (diluted) are non-GAAP financial measures. These non-GAAP measures are calculated excluding the impact of restructuring and/or losses from divestiture. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations, adjusted operating margin - excluding restructuring and/or loss on divestiture, adjusted net income and adjusted net income per share (diluted). The reconciliation of these non-GAAP measures are presented below (in thousands except per share data): Three Months Ended December 31, 2025 Twelve Months Ended December 31, 2025 NAST Global Forwarding All Other and Corporate Consolidated NAST Global Forwarding All Other and Corporate Consolidated Income (loss) from operations $ 141,296 $ 40,489 $ (432) $ 181,353 $ 621,836 $ 183,783 $ (10,658) $ 794,961 Severance and other personnel expenses 8,309 3,982 2,892 15,183 10,185 14,961 4,840 29,986 Other selling, general, and administrative expenses 309 1,040 (437) 912 384 1,167 7,235 8,786 Total adjustments to income from operations(1)(2) 8,618 5,022 2,455 16,095 10,569 16,128 12,075 38,772 Adjusted income from operations $ 149,914 $ 45,511 $ 2,023 $ 197,448 $ 632,405 $ 199,911 $ 1,417 $ 833,733 Adjusted gross profit $ 411,618 $ 177,957 $ 67,439 $ 657,014 $ 1,706,329 $ 741,921 $ 281,160 $ 2,729,410 Adjusted income from operations 149,914 45,511 2,023 197,448 632,405 199,911 1,417 833,733 Adjusted operating margin - excluding restructuring and loss on divestiture 36.4% 25.6% 3.0% 30.1% 37.1% 26.9% 0.5% 30.5% $ in 000's per share $ in 000's per share Net income and per share (diluted) $ 136,321 $ 1.12 $ 587,081 $ 4.83 Restructuring and related costs, pre-tax 16,594 0.14 36,664 0.30 (Gain) loss on divestiture, pre-tax (499) — 2,108 0.02 Tax effect of adjustments (3,177) (0.03) (7,657) (0.06) Adjusted net income and per share (diluted) $ 149,239 $ 1.23 $ 618,196 $ 5.09 1. The Three Months Ended December 31, 2025 includes severance and other personnel expenses of $15.2 million related to workforce reductions and $0.9 million of other charges. 2. The Twelve Months Ended December 31, 2025 includes severance and other personnel expenses of $30.0 million related to workforce reductions and $8.8 million of other charges, which includes a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.
Non-GAAP Reconciliations 27 Our adjusted income (loss) from operations, adjusted operating margin - excluding restructuring and/or loss on divestiture, adjusted net income and adjusted net income per share (diluted) are non-GAAP financial measures. These non-GAAP measures are calculated excluding the impact of restructuring and/or losses from divestiture. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations, adjusted operating margin - excluding restructuring and/or loss on divestiture, adjusted net income and adjusted net income per share (diluted). The reconciliation of these non-GAAP measures are presented below (in thousands except per share data): Three Months Ended December 31, 2024 Twelve Months Ended December 31, 2024 NAST Global Forwarding All Other and Corporate Consolidated NAST Global Forwarding All Other and Corporate Consolidated Income (loss) from operations $ 132,528 $ 51,827 $ (556) $ 183,799 $ 531,292 $ 212,476 $ (74,627) $ 669,141 Severance and other personnel expenses 1,154 1,017 1,574 3,745 10,176 6,872 7,004 24,052 Other selling, general, and administrative expenses 671 2,281 (6,088) (3,136) 6,885 4,729 54,542 66,156 Total adjustments to income (loss) from operations(1)(2) 1,825 3,298 (4,514) 609 17,061 11,601 61,546 90,208 Adjusted income (loss) from operations $ 134,353 $ 55,125 $ (5,070) $ 184,408 $ 548,353 $ 224,077 $ (13,081) $ 759,349 Adjusted gross profit $ 403,764 $ 203,801 $ 77,058 $ 684,623 $ 1,641,195 $ 802,549 $ 321,270 $ 2,765,014 Adjusted income (loss) from operations 134,353 55,125 (5,070) 184,408 548,353 224,077 (13,081) 759,349 Adjusted operating margin - excluding restructuring 33.3% 27.0% N/M 26.9% 33.4% 27.9% N/M 27.5% $ in 000's per share $ in 000's per share Net income and per share (diluted) $ 149,306 $ 1.22 $ 465,690 $ 3.86 Restructuring and related costs, pre-tax 13,183 0.11 45,746 0.38 (Gain) loss on divestiture, pre-tax (12,574) (0.10) 44,462 0.37 Tax effect of adjustments (1,851) (0.02) (11,773) (0.10) Adjusted net income and per share (diluted) $ 148,064 $ 1.21 $ 544,125 $ 4.51 1. The Three Months Ended December 31, 2024 includes severance and other personnel expenses of $3.7 million related to workforce reductions and a $3.1 million credit of other charges, which includes a $12.6 million credit adjustment to the loss on the divestiture of our Europe Surface Transportation business, which was partially offset by impairments related to reducing our facilities footprint. 2. The Twelve Months Ended December 31, 2024 includes severance and other personnel expenses of $24.1 million related to workforce reductions and $66.2 million of other charges, primarily related to the loss on divestiture of our Europe Surface Transportation business, impairments of internally developed software, and impairments related to reducing our facilities footprint.
