Schneider National, Inc 10-Q for FY2026 Q3
Schneider National, Inc. (SNDR)
10-Q
2026-10-30
For: 2026-09-30
View Original
Added on
October 30, 2026
About this 10-Q
Schneider National, Inc filed this 10-Q on October 30, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Schneider National reported third-quarter net income increased $30.1 million, approximately 155%, and operating revenues increased $132.9 million, approximately 9%; nine-month net income increased $38.1 million, approximately 47%, and operating revenues increased $277.8 million, approximately 6%. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.59B
- up 9.2% from $1.45B a year earlier
- Net income
- $49.5M
- up 155.2% from net income of $19.4M a year earlier
- Diluted EPS
- $0.28
- up 154.5% from $0.11 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________________________
FORM 10-Q
___________________________________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-38054
_____________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________________________________________________
| (State of Incorporation) | (IRS Employer Identification No.) | |||||||||||||||||||
| (Address of Registrant’s Principal Executive Offices and Zip Code) | ||||||||||||||||||||
(920 ) 592-2000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of October 23, 2026, the registrant had 83,029,500 shares of Class A common stock, no par value, outstanding and 92,344,393 shares of Class B common stock, no par value, outstanding.
SCHNEIDER NATIONAL, INC.
QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended September 30, 2026
TABLE OF CONTENTS
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| Note 12 | ||||||||||||||
| ITEM 2. | ||||||||||||||
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| ITEM 4. | ||||||||||||||
| ITEM 1. | ||||||||||||||
| ITEM 1A. | ||||||||||||||
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| ITEM 3. | ||||||||||||||
| ITEM 4. | ||||||||||||||
| ITEM 5. | ||||||||||||||
| ITEM 6. | ||||||||||||||
i
GLOSSARY OF TERMS
| 3PL | Provider of outsourced logistics services. In logistics and supply chain management, it means a third-party provider to whom elements of the company’s inventory management, distribution, order fulfillment, warehousing, or supply chain management services have been outsourced. | ||||
| ABR | Alternate Base Rate | ||||
| ASC | Accounting Standards Codification | ||||
| ASU | Accounting Standards Update | ||||
| Board | Board of Directors | ||||
| ChemDirect | Fortem Invenio, Inc. | ||||
| CODM | Chief Operating Decision Maker | ||||
| Cowan | Cowan Systems, LLC; Cowan Transport Holdings, LLC; and Cowan Equipment Leasing, LLC | ||||
| EBITDA | Earnings Before Interest, Taxes, Depreciation, and Amortization | ||||
| FASB | Financial Accounting Standards Board | ||||
| GAAP | United States Generally Accepted Accounting Principles | ||||
| KPI | Key Performance Indicator | ||||
| M&M | M&M Transport Services, LLC | ||||
| MLS | Midwest Logistics Systems, Ltd. and affiliated entities holding assets comprising substantially all of its business | ||||
| MLSI | Mastery Logistics Systems, Inc. | ||||
| PSU | Performance-based Restricted Stock Unit | ||||
| RSU | Restricted Stock Unit | ||||
| rTSR | Relative Total Shareholder Return | ||||
| SEC | United States Securities and Exchange Commission | ||||
| Term SOFR | The CME Term SOFR Reference Rate administered by CME Group Benchmark Administration Limited | ||||
| TuSimple | TuSimple Holdings, Inc. (formerly TuSimple (Cayman) Limited) | ||||
| U.S. | United States | ||||
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current expectations, beliefs, plans, or forecasts with respect to, among other things, future events and financial performance and trends in the business and industry. The words “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “prospects,” “potential,” “budget,” “forecast,” “continue,” “predict,” “seek,” “objective,” “goal,” “guidance,” “outlook,” “effort,” “target,” and similar words, expressions, terms, and phrases, generally identify forward-looking statements, which speak only as of the date the statements were made. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks, and uncertainties. Readers are cautioned that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement.
The risks, uncertainties, and other factors that could cause or contribute to actual results differing materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: unfavorable economic and market conditions, including inflation, tariffs, and trade disputes; our ability to successfully manage operational challenges and disruptions, as well as related federal, state, and local government responses arising from future pandemics; economic and business risks inherent in the truckload and transportation industry, including competitive pressures pertaining to pricing, capacity, and service; our ability to effectively manage truck capacity brought about by cyclical driver shortages and successfully execute our yield management strategies; our ability to maintain key customer and supply arrangements, including dedicated arrangements, and to manage disruption of our business due to factors outside of our control, such as natural disasters, acts of war or terrorism, disease outbreaks, or pandemics; volatility in the market valuation of our investments in strategic partners and technologies; our ability to manage and effectively implement our growth and diversification strategies and cost saving initiatives; our reliance on the Schneider brand and our reputation exposes us to risks associated with adverse publicity, reputational harm, and loss of brand equity; risks related to demand for our service offerings; risks associated with the loss of a significant customer or customers; capital investments that fail to match customer demand or for which we cannot obtain adequate funding; fluctuations in the price or availability of fuel, the volume and terms of diesel fuel purchase agreements, our ability to recover fuel costs through our fuel surcharge programs, and potential changes in customer preferences (e.g., truckload vs. intermodal services) driven by diesel fuel prices; fluctuations in the value and demand for our used Class 8 heavy-duty tractors and trailers; our ability to attract and retain qualified drivers, owner-operators, and third-party carriers in sufficient numbers to support our service offerings; our dependence on railroads in the operation of our intermodal business; changes in the outsourcing practices of our third-party logistics customers; difficulty in obtaining fuel, equipment, goods, and services from our vendors and suppliers; variability in insurance and claims expenses and the risks of insuring claims through our captive insurance company; the impact of laws and regulations that apply to our business, including those that relate to the environment, taxes, associates, owner-operators, and our captive insurance company; changes to those laws and regulations and the increased costs of compliance with existing or future federal, state, and local regulations; political, economic, and other risks from cross-border operations and operations in multiple countries; risks associated with financial, credit, and equity markets, including our ability to service indebtedness and fund capital expenditures and strategic initiatives; negative seasonal patterns generally experienced in the trucking industry during traditionally slower shipping periods and winter months; risks associated with severe weather and similar events; significant systems disruptions, including those caused by cybersecurity events and firmware defects; exposure to claims and lawsuits in the ordinary course of business; our ability to adapt to new technologies and new participants in the truckload and transportation industry; and those risks and uncertainties discussed in (1) our most recently filed Annual Report on Form 10-K in (a) Part I, Item 1A. “Risk Factors,” (b) Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (c) Part II, Item 8. “Financial Statements and Supplementary Data: Note 13, Commitments and Contingencies,” (2) this Quarterly Report on Form 10-Q in (a) Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (b) Part I, Item 1. “Financial Statements: Note 11, Commitments and Contingencies,” and (c) Part II, Item 1A. “Risk Factors,” and (3) other factors discussed in filings with the SEC by the Company. The Company undertakes no obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances which may occur after the date of this Quarterly Report.
WHERE TO FIND MORE INFORMATION
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information that the Company files electronically with the SEC. These documents are also available to the public from commercial document retrieval services and at the “Investors” section of our website at www.schneider.com. Information disclosed or available on our website shall not be deemed incorporated into, or to be a part of, this Quarterly Report.
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SCHNEIDER NATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in millions, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Purchased transportation | |||||||||||||||||||||||
| Salaries, wages, and benefits | |||||||||||||||||||||||
| Fuel and fuel taxes | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Operating supplies and expenses—net | |||||||||||||||||||||||
| Insurance and related expenses | |||||||||||||||||||||||
| Other general expenses | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Other expenses (income): | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||
| Other expenses—net | |||||||||||||||||||||||
| Total other expenses (income)—net | ( | ||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment—net | ( | ( | |||||||||||||||||||||
| Net unrealized gains (losses) on marketable securities—net of tax | ( | ( | |||||||||||||||||||||
| Total other comprehensive income (loss)—net | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average diluted shares outstanding | |||||||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
See notes to consolidated financial statements (unaudited).
2
SCHNEIDER NATIONAL, INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions, except share data)
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Assets | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities | |||||||||||
Trade accounts receivable—net of allowance of $ | |||||||||||
| Other receivables | |||||||||||
Current portion of lease receivables—net of allowance of $ | |||||||||||
| Inventories—net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Noncurrent Assets: | |||||||||||
| Property and equipment: | |||||||||||
| Transportation equipment | |||||||||||
| Land, buildings, and improvements | |||||||||||
| Other property and equipment | |||||||||||
| Total property and equipment | |||||||||||
| Less accumulated depreciation | |||||||||||
| Net property and equipment | |||||||||||
| Lease receivables | |||||||||||
| Internal-use software and other noncurrent assets | |||||||||||
| Goodwill | |||||||||||
| Total noncurrent assets | |||||||||||
| Total Assets | $ | $ | |||||||||
Liabilities and Shareholders’ Equity | |||||||||||
| Current Liabilities: | |||||||||||
| Trade accounts payable | $ | $ | |||||||||
| Accrued salaries, wages, and benefits | |||||||||||
| Claims accruals—current | |||||||||||
| Current maturities of debt and finance lease obligations | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Noncurrent Liabilities: | |||||||||||
| Long-term debt and finance lease obligations | |||||||||||
| Claims accruals—noncurrent | |||||||||||
| Deferred income taxes | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total noncurrent liabilities | |||||||||||
| Total Liabilities | |||||||||||
Commitments and Contingencies (Note 11) | |||||||||||
Shareholders’ Equity: | |||||||||||
Preferred shares, | |||||||||||
Class A common shares, | |||||||||||
Class B common shares, | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost, | ( | ( | |||||||||
Total Shareholders’ Equity | |||||||||||
Total Liabilities and Shareholders’ Equity | $ | $ | |||||||||
See notes to consolidated financial statements (unaudited).
3
SCHNEIDER NATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating Activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Gains on sales of property and equipment—net | ( | ( | |||||||||
| Proceeds from lease receipts | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Long-term incentive and share-based compensation expense | |||||||||||
| Loss on investments in equity securities—net | |||||||||||
| Other noncash items—net | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Receivables | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Claims reserves and receivables—net | ( | ||||||||||
| Payables | ( | ||||||||||
| Other liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing Activities: | |||||||||||
| Purchases of transportation equipment | ( | ( | |||||||||
| Purchases of other property and equipment | ( | ( | |||||||||
| Proceeds from sale of property and equipment | |||||||||||
| Proceeds from sale of off-lease inventory | |||||||||||
| Purchases of lease equipment | ( | ( | |||||||||
| Proceeds from marketable securities | |||||||||||
| Investments in equity securities and equity method investment | ( | ( | |||||||||
| Investments in notes receivable | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing Activities: | |||||||||||
| Proceeds under revolving credit agreements | |||||||||||
| Payments under revolving credit agreements | ( | ||||||||||
| Proceeds from long-term debt | |||||||||||
| Payments of debt and finance lease obligations | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and Cash Equivalents: | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
| Additional Cash Flow Information: | |||||||||||
| Noncash investing and financing activity: | |||||||||||
| Transportation and lease equipment purchases in accounts payable | $ | $ | |||||||||
| Dividends declared but not yet paid | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | |||||||||||
| Income taxes—net of refunds | |||||||||||
See notes to consolidated financial statements (unaudited).
4
SCHNEIDER NATIONAL, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
(in millions, except per share data)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | |||||||||||||||||||||||||||||||||
| Balance—December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||
| Dividends declared at $ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ||||||||||||||||||||||||||||||||||||
| Shares withheld for employee taxes | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance—March 31, 2026 | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||
| Dividends declared at $ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Share issuances | ||||||||||||||||||||||||||||||||||||||
| Exercise of employee stock options | ||||||||||||||||||||||||||||||||||||||
| Balance—June 30, 2026 | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||
| Dividends declared at $ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Exercise of employee stock options | ||||||||||||||||||||||||||||||||||||||
| Balance—September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
5
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | |||||||||||||||||||||||||||||||||
| Balance—December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||
| Dividends declared at $ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ||||||||||||||||||||||||||||||||||||
| Shares withheld for employee taxes | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance—March 31, 2025 | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||
| Dividends declared at $ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance—June 30, 2025 | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||
| Dividends declared at $ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Exercise of employee stock options | ||||||||||||||||||||||||||||||||||||||
| Balance—September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
See notes to consolidated financial statements (unaudited).
6
SCHNEIDER NATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. GENERAL
Nature of Operations
Principles of Consolidation and Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP and the rules and regulations of the SEC applicable to quarterly reports on Form 10-Q. Therefore, these consolidated financial statements and footnotes do not include all disclosures required by GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. Financial results for an interim period are not necessarily indicative of the results for a full year. All intercompany transactions have been eliminated in consolidation.
In the opinion of management, these statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of our financial position, results of operations, and cash flows for the interim periods presented.
New Accounting Pronouncements
On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This standard expands required disclosures for certain costs and expenses included within each relevant expense caption presented on the face of the income statement. Adoption of this standard will require incremental disclosures but is not expected to have a material effect on our consolidated financial statements. This standard is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. We plan to adopt this standard in fiscal year 2027.
On September 18, 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). This standard modernizes the accounting for internal use software by eliminating references to prescriptive and sequential software development stages. Under the new guidance, entities will be required to begin capitalizing internal-use software costs when management has authorized and committed to funding the software project and the probable-to-complete recognition threshold has been met. The standard is effective for annual reporting periods beginning after December 15, 2027, and for interim periods within those annual periods, with early adoption permitted. The standard may be applied prospectively, retrospectively, or using a modified transition approach. We are currently evaluating the impact of this standard on our consolidated financial statements and plan to adopt the guidance in fiscal year 2028.
On December 4, 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) - Accounting for Government Grants Received by Business Entities. This standard establishes authoritative U.S. GAAP for the recognition, measurement, and presentation of government grants. Prior to the issuance of this ASU, business entities generally analogized to the guidance in International Accounting Standards 20. Under the new guidance, entities are required to recognize grants using either the deferred income approach or the cost accumulation approach. Under the deferred income approach, grant income is recognized over the period in which the related expenses that the grant is intended to compensate are recognized. The standard is effective for annual reporting periods beginning after December 15, 2028, with early adoption permitted. We do not believe this standard will have a material effect on our consolidated financial statements and expect to adopt the guidance in fiscal year 2029.
On December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements. This guidance is intended to improve the navigability and clarity of Topic 270 and adds a requirement for entities to disclose material events occurring after the end of the most recent annual reporting period. This standard is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. We do not believe this standard will have a material effect on our consolidated financial statements and plan to adopt the guidance in fiscal year 2028.
On December 17, 2025, the FASB issued ASU 2025-12, Codification Improvements. This guidance makes minor amendments to various Accounting Standards Codification topics to clarify, correct, or otherwise improve existing guidance. The ASU is effective for interim and annual reporting periods beginning after December 15, 2026, with early adoption permitted. We do not expect adoption of this ASU to have a material effect on our consolidated financial statements. We plan to adopt the standard in fiscal year 2027.
7
2. REVENUE RECOGNITION
Disaggregated Revenues
The following table presents operating revenues disaggregated by service type.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
Disaggregated Revenues (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Transportation | $ | $ | $ | $ | ||||||||||||||||||||||
| Logistics management | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total operating revenues | $ | $ | $ | $ | ||||||||||||||||||||||
Quantitative Disclosure
The following table provides information about transactions and the expected timing of revenue recognition related to remaining fixed performance obligations for contracts with original terms greater than one year, as of the date shown.
Remaining Performance Obligations (in millions) | September 30, 2026 | |||||||
| Expected to be recognized within one year | ||||||||
| Transportation | $ | |||||||
| Logistics management | ||||||||
| Expected to be recognized after one year | ||||||||
| Transportation | ||||||||
| Logistics management | ||||||||
| Total | $ | |||||||
This disclosure excludes performance obligations that are part of a contract with an original expected duration of one year or less. It also excludes expected consideration related to performance obligations for which the Company elects to recognize revenue in the amount to which it has a right to invoice (e.g., usage-based pricing terms).
Information related to contract balances associated with our contracts with customers as of the dates shown is as follows:
Contract Balances (in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Other current assets—Contract assets | $ | $ | ||||||||||||
We generally receive payment within 40 days of performing our obligations under customer contracts. Contract assets in the table above relate to revenue in transit at the end of the reporting period. We had no
3. FAIR VALUE
Fair value is the estimated price that would be received to sell an asset or paid to transfer a liability. Inputs to valuation techniques used to measure fair value fall into three broad levels (Levels 1, 2, and 3) as follows:
Level 1—Observable inputs that reflect quoted prices for identical assets or liabilities in active markets that we have the ability to access at the measurement date.
Level 2—Observable inputs, other than quoted prices included in Level 1, for the asset or liability or prices for similar assets and liabilities.
Level 3—Unobservable inputs reflecting the reporting entity’s estimates of the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
Assets and liabilities are classified within the fair value hierarchy based on the lowest-level significant input used in the valuation.
The table below sets forth the Company’s financial assets that are measured at fair value on a recurring, monthly basis in accordance with ASC 820.
8
| Fair Value | ||||||||||||||||||||
| (in millions) | Level in Fair Value Hierarchy | September 30, 2026 | December 31, 2025 | |||||||||||||||||
Equity investment in TuSimple (1) | 1 | $ | $ | |||||||||||||||||
Marketable securities (2) | 2 | |||||||||||||||||||
(1)Our equity investment in TuSimple is classified as Level 1 in the fair value hierarchy as shares of TuSimple’s Class A common stock are traded on an Over the Counter (“OTC”) market. See Note 4, Investments, for additional information.
(2)Marketable securities are classified as Level 2 in the fair value hierarchy as they are valued based on quoted prices for similar assets in active markets or quoted prices for identical or similar assets in markets that are not active. See Note 4, Investments, for additional information.
The fair value of the Company’s unsecured senior notes was $49.5 million and $51.7 million as of September 30, 2026 and December 31, 2025, respectively. The carrying value of the Company’s unsecured senior notes was $50.0
The recorded values of cash, trade accounts receivable, lease receivables, trade accounts payable, and amounts outstanding under revolving credit agreements and the delayed-draw term loan facility approximate fair values.
4. INVESTMENTS
Marketable Securities
Our marketable securities are classified as available-for-sale and carried at fair value in current assets on the consolidated balance sheets. While our intent is to hold our securities to maturity, sudden changes in the market or our liquidity needs may cause us to sell certain securities in advance of their maturity date.
Any unrealized gains and losses, net of tax, are included as a component of accumulated other comprehensive income on the consolidated balance sheets, unless we determine that the amortized cost basis is not recoverable. If we determine that the amortized cost basis of the impaired security is not recoverable, we recognize the credit loss by increasing the allowance for those losses. We did no
The following table presents the remaining maturities and values of our marketable securities as of the dates shown.
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||
| (in millions, except maturities in months) | Remaining Maturities | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||||||||||||||||
| U.S. treasury and government agencies | 1 to 53 | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Corporate debt securities | 4 to 79 | |||||||||||||||||||||||||||||||
| State and municipal bonds | 13 to 145 | |||||||||||||||||||||||||||||||
| Total marketable securities | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Equity Investments without Readily Determinable Fair Values
The Company’s primary strategic equity investments without readily determinable fair values include Platform Science, Inc., a provider of telematics and fleet management tools, and MLSI, a transportation technology development company. The Company previously had an investment in ChemDirect, a business-to-business digital marketplace for the chemical industry. In February 2025, ChemDirect’s Board approved the dissolution of the company, and we recorded a $4.9 million loss in other expense—net on the consolidated statements of comprehensive income for the nine months ended September 30, 2025.
During the first quarter of 2025, the Company funded a $13.0 million short term note receivable for MLSI which bore interest at 7.5%. In May 2025, the note receivable, plus accrued interest of $0.4 million, was converted to shares of preferred stock totaling $13.4 million in a noncash transaction.
These investments are accounted for under ASC 321, Investments - Equity Securities, using the measurement alternative. Their combined values as of September 30, 2026 and December 31, 2025 were $137.3
9
In addition to our investment in MLSI, we held a $10.0 million note receivable from MLSI as of September 30, 2026. The note was funded during the first quarter of 2023, bears interest over its term, and matures in March 2030. As of September 30, 2026 and December 31, 2025, the balances, including accrued interest, were $12.9 million and $12.2 million, respectively. We also held a $2.5 million note receivable from Platform Science, Inc. as of September 30, 2026. The note was executed and funded during the second quarter of 2024, bears interest over its term, and matures in March 2027. As of September 30, 2026 and December 31, 2025, the balances, including accrued interest, were $3.0 million and $2.8 million, respectively.
The following table summarizes the activity related to these equity investments during the periods presented.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Investment in equity securities | $ | $ | $ | $ | ||||||||||||||||||||||
Upward adjustments (1) | ||||||||||||||||||||||||||
| Downward adjustments | ||||||||||||||||||||||||||
(1) Our updated investment value in 2025 related to Platform Science, Inc. and was determined using a combination of the discounted cash flow and guideline public company methods.
Equity Investments with Readily Determinable Fair Values
In 2021, the Company purchased a $5.0 million non-controlling interest in TuSimple, a Chinese autonomous trucking start-up. Upon completion of its initial public offering in April 2021, our investment in TuSimple was converted into Class A common shares and is being accounted for under ASC 321, Investments - Equity Securities. Our net investment and activity were not material for the three and nine months ended September 30, 2026 and 2025, nor at December 31, 2025. See Note 3, Fair Value, for additional information on the fair value of our investment in TuSimple.
Equity Method Investment
In the second quarter of 2023, the Company invested $5.0 million consisting primarily of internal-use software and cash in exchange for a 50 % non-controlling ownership interest in Scope 23 LLC, a technology company that designs supply chain and logistics solutions to help companies manage their carbon emissions. The Company accounts for this investment under ASC 323, Investments - Equity Method and Joint Ventures. For the three and nine months ended September 30, 2026 and 2025, activity was not material. The carrying value of our investment was $3.4 million and $4.1 million as of September 30, 2026 and December 31, 2025, respectively.
All equity investments and notes receivable are included within internal-use software and other noncurrent assets on the consolidated balance sheets. Gains and losses on our equity investments are recognized within other expenses—net on the consolidated statements of comprehensive income.
5. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill represents the excess of the purchase price of acquisitions over the fair value of the identifiable net assets acquired. Our goodwill balance as of September 30, 2026 and December 31, 2025 was $337.4 323.2 14.2
As of September 30, 2026 and December 31, 2025, our Truckload segment had accumulated goodwill impairment charges of $34.6
The identifiable, finite-lived intangible assets listed below are included in internal-use software and other noncurrent assets on the consolidated balance sheets and relate to the acquisitions of Cowan, MLS, and M&M.
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Trademarks | ||||||||||||||||||||||||||||||||||||||
| Non-compete agreements | ||||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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Amortization expense for intangible assets was $1.7 5.2 million and $5.4 million for the nine months ended September 30, 2026 and 2025, respectively.
Estimated future amortization expense related to intangible assets is as follows:
| (in millions) | September 30, 2026 | |||||||
| Remaining 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 and thereafter | ||||||||
| Total | $ | |||||||
6. DEBT AND CREDIT FACILITIES
The following table summarizes debt and outstanding borrowings as of the dates shown.
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
Unsecured senior notes: principal matures August | $ | $ | ||||||||||||
Delayed-draw term loan facility: matures November 2029; variable rate interest payments due quarterly based on Term SOFR; weighted-average interest rate of | ||||||||||||||
| Total debt and credit facilities | ||||||||||||||
| Current maturities | ( | ( | ||||||||||||
| Debt issuance costs | ( | ( | ||||||||||||
| Long-term debt | $ | $ | ||||||||||||
On September 10, 2026, we entered into a new credit agreement (the “2026 Credit Facility”), among us, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and terminated our prior $250.0 million Credit Agreement dated as of November 4, 2022. The 2026 Credit Facility is a revolving credit facility that provides borrowing capacity of $350.0 million and permits us to request incremental commitments of up to $350.0 million, resulting in total potential commitments of $700.0 million, and matures on September 10, 2031 (provided that the 2026 Credit Facility will mature on November 22, 2029 if we do not refinance, repay in full, or extend the maturity of our delayed-draw term loan facility (the “2024 DDTL Facility) prior to the date 91 days prior to November 22, 2029). The 2026 Credit Facility increased committed borrowing capacity from $250.0 million to $350.0 million and increased total potential commitments, including incremental commitments, from $400.0 million to $700.0 million. There were no 100.0 million sublimit for the issuance of standby letters of credit. Standby letters of credit outstanding under this facility and the prior facility, as applicable, totaled $0.4
On September 10, 2026, we also entered into the First Amendment to our 2024 DDTL Facility, originally dated November 22, 2024, to make certain changes to the representations, covenants, and other provisions of the 2024 DDTL Facility to conform such covenants and provisions to the those contained in the 2026 Credit Facility. Borrowings under the 2024 DDTL Facility are unsecured and bear interest, at the election of the Company for each borrowing, based on either Term SOFR or the ABR, and mature in November 2029. Quarterly principal payments equal to 0.625% of the outstanding balance began in September 2025 and will continue through maturity.
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On September 30, 2026, we renewed our Amended and Restated Receivables Purchase Agreement (the “2026 Receivables Purchase Agreement”), which matures on September 28, 2029, and under which borrowings are secured by qualifying trade receivables. The 2026 Receivables Purchase Agreement increased available commitments from $200.0 million to $400.0 million and increased the sublimit for the issuance of letters of credit from $150.0 million to $250.0 million. There were no 112.7 million and $102.9 million as of September 30, 2026 and December 31, 2025, respectively, and primarily relate to certain insurance obligations.
The credit agreements contain various affirmative and negative covenants, including requirements relating to minimum consolidated net worth (which will cease to apply when our other material indebtedness no longer contains a consolidated net worth covenant), maximum consolidated net debt-to-EBITDA ratio, limitations on additional indebtedness, transactions with affiliates, and restricted payments. Following the termination of the consolidated net worth covenant, the agreements require compliance with a minimum consolidated interest coverage ratio.
The credit agreements also contain customary change-of-control provisions. A change of control is deemed to occur if members of the Schneider family cease to own more than 50% of the combined voting power of the Company's capital stock. Upon the occurrence of a change of control, the lenders may terminate any unused commitments and declare all outstanding borrowings, together with accrued interest and fees, immediately due and payable.
7. LEASES
As Lessee
We lease real estate and equipment under operating and finance leases. Our real estate operating leases include operating centers, distribution warehouses, offices, and drop yards. Our non-real estate operating and finance leases include transportation, office, yard, warehouse, and other equipment, in addition to truck washes. Most leases include an option to extend the lease, and a small number include an option to terminate the lease early, which may include a termination payment.
In conjunction with the acquisition of M&M, the Company entered into nine related party operating leases. The leases are for shop, warehouse, office, and drop yard locations throughout the U.S. As of September 30, 2026, seven of these leases have been renewed with terms extending through 2029, while the remaining two leases expired during the quarter. The related lease payments are not material.
Additional information related to our leases is as follows:
| Nine Months Ended September 30, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||
| Operating cash flows for operating leases | $ | $ | ||||||||||||
| Operating cash flows for finance leases | ||||||||||||||
| Financing cash flows for finance leases | ||||||||||||||
| Right-of-use assets obtained in exchange for new lease liabilities | ||||||||||||||
| Operating leases | $ | $ | ||||||||||||
| Finance leases | ||||||||||||||
As of September 30, 2026, we had three leases that were signed but not yet commenced totaling $7.9 million. Two of the leases will commence in the fourth quarter of 2026 and have terms of eight and nine years , while the third lease will commence in the first quarter of 2027 and has a term of two years.
As Lessor
We finance various types of transportation-related equipment for third parties under lease contracts that generally have terms of to three years . These arrangements are accounted for as sales-type leases and include fully guaranteed residual values. At the end of the lease term, the lessee may return the equipment, extend the lease, or purchase the equipment for the contractually specified residual value. This contractual residual value is intended to approximate the estimated fair value of the equipment at the end of the lease term. Consideration under these leases primarily consists of base rental payments and guaranteed residual values.
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As of September 30, 2026 and December 31, 2025, investments in lease receivables were as follows:
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Future minimum payments to be received on leases | $ | $ | ||||||||||||
| Guaranteed residual lease values | ||||||||||||||
| Total minimum lease payments to be received | ||||||||||||||
| Unearned income | ( | ( | ||||||||||||
| Net investment in leases | $ | $ | ||||||||||||
Prior to entering a lease contract, we assess the credit quality of the potential lessee using credit checks and other relevant factors, ensuring that the inherent credit risk is consistent with our existing lease portfolio. Given our leases have fully guaranteed residual values and we can take possession of the transportation-related equipment in the event of default, we do not categorize net investment in leases by different credit quality indicators upon origination. We monitor our lease portfolio weekly by tracking amounts past due, days past due, and outstanding maintenance account balances, including performing subsequent credit checks as needed.
Our net investment in leases with any portion past due as of September 30, 2026 was $40.1 million, which includes both current and future lease payments. Lease payments are generally due weekly and are considered past due when payment is not received by the contractual due date. As of September 30, 2026, lease payments past due totaled $2.0 million.
The table below provides additional information on our sales-type leases. Revenue and cost of goods sold are recorded in operating revenues and operating supplies and expenses—net in the consolidated statements of comprehensive income, respectively.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of goods sold | ( | ( | ( | ( | ||||||||||||||||||||||
| Operating profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest income on lease receivables | $ | $ | $ | $ | ||||||||||||||||||||||
8. INCOME TAXES
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9. COMMON EQUITY
Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2026 and 2025, respectively.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||||||||||
| Dilutive effect of share-based awards and options outstanding | ||||||||||||||||||||||||||
Weighted average diluted common shares outstanding (1) | ||||||||||||||||||||||||||
Basic earnings per common share (2) | $ | $ | $ | $ | ||||||||||||||||||||||
Diluted earnings per common share (2) | ||||||||||||||||||||||||||
(1)Weighted average diluted common shares outstanding may not sum due to rounding.
(2)Earnings per share were calculated on full precision amounts.
Share-based awards and options excluded from the calculation of diluted earnings per share due to having an anti-dilutive effect for the three and nine months ended September 30, 2026 and 2025 were not
Common Shares Outstanding
As of September 30, 2026 and December 31, 2025, we had 83,029,500
Changes to our Class B common shares outstanding for the three and nine months ended September 30, 2026 and 2025 are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Outstanding at beginning of period | ||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ||||||||||||||||||||||||
| Share issuances | ||||||||||||||||||||||||||
| Exercise of employee stock options | ||||||||||||||||||||||||||
| Shares withheld for employee taxes | ( | ( | ||||||||||||||||||||||||
| Outstanding at end of period | ||||||||||||||||||||||||||
In January 2026, our Board approved a share repurchase program authorizing the repurchase of up to $150.0 million of the Company’s Class A and/or Class B common shares. As of September 30, 2026, the Company had repurchased $5.2 million of its Class B common shares under the share repurchase program.
Subsequent Event - Dividends Declared
In October 2026, the Board declared a quarterly cash dividend for the fourth fiscal quarter of 2026 in the amount of $0.10
14
10. SHARE-BASED COMPENSATION
We grant various equity-based awards relating to Class B common stock to employees under our 2017 Omnibus Incentive Plan. These awards have historically consisted of restricted shares, RSUs, performance-based restricted shares (“performance shares”), PSUs, and non-qualified stock options. Performance shares and PSUs granted are earned based on attainment of threshold performance of earnings and return on capital targets, in addition to a multiplier applied based on rTSR against peers over the performance period.
11. COMMITMENTS AND CONTINGENCIES
In the ordinary course of conducting our business, we become involved in certain legal matters and investigations including liability claims, taxes other than income taxes, contract disputes, employment, and other litigation matters. We accrue for anticipated costs to resolve matters that are probable and estimable. We believe the outcomes of these matters will not have a material impact on our business or our consolidated financial statements.
We record liabilities for claims against the Company based on our best estimate of expected losses. Claims lodged against the Company generally arise out of its trucking, intermodal, and logistics operations and consist primarily of personal injury, unpaid wages and benefits, workers’ compensation, property damage, and cargo claims. For certain claims, we maintain excess liability insurance with licensed insurance carriers for liability in excess of amounts we self-insure, which serves to largely offset the Company’s liability associated with these claims, with the exception of wage and benefit claims for which we self-insure. We review our accruals periodically to ensure that the aggregate amounts of our accruals are appropriate at any period after consideration of available insurance coverage. Although we expect our claims accruals will continue to vary based on future developments, assuming that we are able to continue to obtain and maintain excess liability insurance coverage for such claims, we do not anticipate that such accruals will, in any period, materially impact our operating results.
As of September 30, 2026, our firm commitments to purchase transportation equipment totaled $171.2 million.
12. SEGMENT REPORTING
We have three reportable segments – Truckload, Intermodal, and Logistics – which are based primarily on the services each segment provides.
The CODM reviews revenues for each segment without the inclusion of fuel surcharge revenues. For segment purposes, any fuel surcharge revenues earned are recorded as a reduction of the segment’s fuel expenses. Income from operations at the segment level reflects the measure presented to the CODM for each segment.
Separate balance sheets are not prepared by segment, and as a result, assets are not separately identifiable by segment. All transactions between reportable segments are eliminated in consolidation.
Substantially all of our revenues and assets were generated or located within the U.S.
The following tables summarize our segment information. Inter-segment revenues within Other include revenues from insurance premiums charged to other segments for workers’ compensation, auto, and other types of insurance. Inter-segment revenues included in Other revenues below were $39.0 million and $39.2 million for the three months ended September 30, 2026 and 2025, respectively, and $98.9 million and $87.2 million for the nine months ended September 30, 2026 and 2025, respectively.
15
| Segment Revenues and Expenses | Three Months Ended September 30, 2026 | |||||||||||||||||||||||||
(in millions) | Truckload | Intermodal | Logistics | Total | ||||||||||||||||||||||
| Revenues (excluding fuel surcharge) | $ | $ | $ | $ | ||||||||||||||||||||||
| Fuel surcharge revenues | ||||||||||||||||||||||||||
| Segment operating revenues | ||||||||||||||||||||||||||
| Other revenues | ||||||||||||||||||||||||||
| Elimination of inter-segment revenues | ( | |||||||||||||||||||||||||
| Elimination of inter-segment fuel surcharge revenues | ( | |||||||||||||||||||||||||
| Operating revenues | ||||||||||||||||||||||||||
| Salaries, wages, and benefits | ||||||||||||||||||||||||||
| Purchased transportation, fuel, and fuel taxes | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Operating supplies and expenses-net | ||||||||||||||||||||||||||
Other segment expenses(1) | ||||||||||||||||||||||||||
| Segment income from operations | $ | $ | $ | |||||||||||||||||||||||
| Corporate and other loss from operations—net | ( | |||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||
| Total other income—net | ( | |||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||
| Segment Revenues and Expenses | Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||
(in millions) | Truckload | Intermodal | Logistics | Total | ||||||||||||||||||||||
| Revenues (excluding fuel surcharge) | $ | $ | $ | $ | ||||||||||||||||||||||
| Fuel surcharge revenues | ||||||||||||||||||||||||||
| Segment operating revenues | ||||||||||||||||||||||||||
| Other revenues | ||||||||||||||||||||||||||
| Elimination of inter-segment revenues | ( | |||||||||||||||||||||||||
| Elimination of inter-segment fuel surcharge revenues | ( | |||||||||||||||||||||||||
| Operating revenues | ||||||||||||||||||||||||||
| Salaries, wages, and benefits | ||||||||||||||||||||||||||
| Purchased transportation, fuel, and fuel taxes | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Operating supplies and expenses-net | ||||||||||||||||||||||||||
Other segment expenses(1) | ||||||||||||||||||||||||||
| Segment income from operations | $ | $ | $ | |||||||||||||||||||||||
| Corporate and other loss from operations—net | ( | |||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||
| Total other expenses—net | ||||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||
16
| Segment Revenues and Expenses | Three Months Ended September 30, 2025 | |||||||||||||||||||||||||
(in millions) | Truckload | Intermodal | Logistics | Total | ||||||||||||||||||||||
| Revenues (excluding fuel surcharge) | $ | $ | $ | $ | ||||||||||||||||||||||
| Fuel surcharge revenues | ||||||||||||||||||||||||||
| Segment operating revenues | ||||||||||||||||||||||||||
| Other revenues | ||||||||||||||||||||||||||
| Elimination of inter-segment revenues | ( | |||||||||||||||||||||||||
| Elimination of inter-segment fuel surcharge revenues | ( | |||||||||||||||||||||||||
| Operating revenues | ||||||||||||||||||||||||||
| Salaries, wages, and benefits | ||||||||||||||||||||||||||
| Purchased transportation, fuel, and fuel taxes | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Operating supplies and expenses-net | ||||||||||||||||||||||||||
Other segment expenses(1) | ||||||||||||||||||||||||||
| Segment income from operations | $ | $ | $ | |||||||||||||||||||||||
| Corporate and other loss from operations—net | ( | |||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||
| Total other expenses—net | ||||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||
| Segment Revenues and Expenses | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||
(in millions) | Truckload | Intermodal | Logistics | Total | ||||||||||||||||||||||
| Revenues (excluding fuel surcharge) | $ | $ | $ | $ | ||||||||||||||||||||||
| Fuel surcharge revenues | ||||||||||||||||||||||||||
| Segment operating revenues | ||||||||||||||||||||||||||
| Other revenues | ||||||||||||||||||||||||||
| Elimination of inter-segment revenues | ( | |||||||||||||||||||||||||
| Elimination of inter-segment fuel surcharge revenues | ( | |||||||||||||||||||||||||
| Operating revenues | ||||||||||||||||||||||||||
| Salaries, wages, and benefits | ||||||||||||||||||||||||||
| Purchased transportation, fuel, and fuel taxes | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Operating supplies and expenses-net | ||||||||||||||||||||||||||
Other segment expenses(1) | ||||||||||||||||||||||||||
| Segment income from operations | $ | $ | $ | |||||||||||||||||||||||
| Corporate and other loss from operations—net | ( | |||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||
| Total other expenses—net | ||||||||||||||||||||||||||
Income before income taxes | $ | |||||||||||||||||||||||||
(1)For each reportable segment, other segment expenses include insurance and related expenses and other general expenses.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and related notes and our Annual Report on Form 10-K for the year ended December 31, 2025.
INTRODUCTION
Company Overview
We are a transportation and logistics services company providing a comprehensive, multimodal portfolio of truckload, intermodal, and logistics solutions. Our diversified portfolio of complementary service offerings enables us to serve our customers’ varied transportation needs while allocating capital in a manner designed to maximize returns across market cycles and economic conditions. We continuously monitor our performance and prevailing market conditions to ensure appropriate deployment of capital and resources to support business growth and optimize returns across our reportable segments. Our strong balance sheet, scalable platform, and experienced management and operations teams support our acquisition strategy, which focuses on acquiring high-quality businesses that meet our disciplined selection criteria, enhance our service offerings, and broaden our customer base.
Our truckload services include over-the-road freight transportation utilizing dry van, bulk, temperature-controlled, and flat-bed trailers under network or dedicated configurations. Freight is transported and delivered by our company-employed drivers operating company-owned equipment, as well as by owner-operators utilizing company-owned trailers. These services are provided through long-haul or regional operations and include customized solutions for high-value and time-sensitive freight throughout North America.
Our intermodal services consist of door-to-door container on flat car transportation utilizing a combination of rail and drayage services in coordination with our rail provider partners. Our intermodal operations primarily use company-owned containers, chassis, and trucks, with most drayage services performed by company drivers, supplemented by third-party drayage capacity.
Our logistics services are asset-light and include freight brokerage (both traditional brokerage and Power Only services, which leverage our nationwide company-owned trailer pools to match third-party capacity with customer demand), supply chain solutions (including 3PL), warehousing, and import/export services. These offerings provide value-added transportation and supply-chain solutions utilizing a combination of company-owned assets and third-party capacity, supported by our trailing assets, to manage and move customer freight efficiently.
Our success depends on our ability to effectively balance our transportation network and efficiently manage resources across our truckload, intermodal, and logistics operations. Resource requirements vary based on customer demand, which may be impacted by seasonal patterns and general economic conditions. We believe our disciplined freight selection and ability to adapt to changes in customer transportation needs allow us to efficiently deploy resources and make capital investments in trucks, trailers, containers, and chassis, or to secure qualified third-party capacity at competitive rates.
RESULTS OF OPERATIONS
Non-GAAP Financial Measures
In this section of our report, we present the following non-GAAP financial measures: (1) revenues (excluding fuel surcharge), (2) adjusted income from operations, (3) adjusted total operating expenses, net of fuel surcharge revenues, (4) adjusted operating ratio, (5) adjusted net income, (6) adjusted EBITDA, and (7) free cash flow. We also provide reconciliations of these measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.
Management believes the use of each of these non-GAAP measures assists investors in understanding our business by (1) removing the impact of items from our operating results that, in our opinion, do not reflect our core operating performance, (2) providing investors with the same information our management uses internally to assess our core operating performance, and (3) presenting comparable financial results between periods. In addition, in the case of revenues (excluding fuel surcharge) and adjusted total operating expenses, net of fuel surcharge revenues, we believe these measures are useful to investors because they isolate volume, price, and cost changes directly related to industry demand and the way we operate our business from the external factor of fluctuating fuel prices and the programs we have in place to manage such fluctuations. Fuel-related costs and their impact on our industry are important to our results of operations, but they are often independent of other, more relevant factors affecting our results of operations and our industry. Free cash flow is used as a measure to assess overall liquidity and does not represent residual cash flow available for discretionary expenditures as it excludes certain mandatory expenditures such as repayment of maturing debt.
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Although we believe these non-GAAP measures are useful to investors, they have limitations as analytical tools and may not be comparable to similar measures disclosed by other companies. You should not consider the non-GAAP measures in this Quarterly Report in isolation or as substitutes for, or alternatives to, analysis of our results as reported under GAAP. The exclusion of unusual or infrequent items or other adjustments reflected in the non-GAAP measures should not be construed as an inference that our future results will not be affected by unusual or infrequent items or other items similar to such adjustments. Our management compensates for these limitations by relying primarily on our GAAP results in addition to using the non-GAAP measures.
Enterprise Summary
The following table includes key GAAP and non-GAAP financial measures for the consolidated enterprise. Adjustments to arrive at non-GAAP measures are made at the enterprise level, with the exception of fuel surcharge revenues, which are not included in segment revenues.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions, except ratios) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Operating revenues | $ | 1,585.3 | $ | 1,452.4 | $ | 4,552.5 | $ | 4,274.7 | ||||||||||||||||||
Revenues (excluding fuel surcharge) (1) | 1,345.1 | 1,299.7 | 3,916.5 | 3,840.0 | ||||||||||||||||||||||
| Income from operations | 62.1 | 35.3 | 166.9 | 132.4 | ||||||||||||||||||||||
Adjusted income from operations (2) | 63.8 | 38.4 | 172.1 | 139.4 | ||||||||||||||||||||||
| Operating ratio | 96.1 | % | 97.6 | % | 96.3 | % | 96.9 | % | ||||||||||||||||||
Adjusted total operating expenses, net of fuel surcharge revenues (3) | $ | 1,281.3 | $ | 1,261.3 | $ | 3,744.4 | $ | 3,700.6 | ||||||||||||||||||
Adjusted operating ratio (4) | 95.3 | % | 97.0 | % | 95.6 | % | 96.4 | % | ||||||||||||||||||
| Net income | $ | 49.5 | $ | 19.4 | $ | 119.6 | $ | 81.5 | ||||||||||||||||||
Adjusted net income (5) | 50.8 | 21.7 | 123.5 | 86.8 | ||||||||||||||||||||||
Adjusted EBITDA (6) | 168.8 | 148.9 | 492.4 | 470.5 | ||||||||||||||||||||||
| Cash flow from operations | 138.9 | 184.2 | 403.2 | 451.4 | ||||||||||||||||||||||
Free cash flow (7) | 58.5 | 76.1 | 194.5 | 193.7 | ||||||||||||||||||||||
(1)We define “revenues (excluding fuel surcharge)” as operating revenues less fuel surcharge revenues, which are excluded from revenues at the segment level. Below is a reconciliation of operating revenues, the most closely comparable GAAP financial measure, to revenues (excluding fuel surcharge).
(2)We define “adjusted income from operations” as income from operations adjusted to exclude certain items that do not reflect our core operating performance. Below is a reconciliation of income from operations, the most directly comparable GAAP measure, to adjusted income from operations. The items excluded for the periods presented are described in the table and notes below.
(3)We define “adjusted total operating expenses, net of fuel surcharge revenues” as total operating expenses adjusted to exclude fuel surcharge revenues and certain expenses that do not reflect our core operating performance. The excluded expenses for the periods presented are described below under our explanation of “adjusted income from operations.”
(4)We define “adjusted operating ratio” as adjusted total operating expenses, net of fuel surcharge revenues, divided by revenues (excluding fuel surcharge). A reconciliation of operating ratio, the most directly comparable GAAP measure, to adjusted operating ratio is provided below. The items excluded for the periods presented are described below under our explanation of “adjusted income from operations.”
(5)We define “adjusted net income” as net income adjusted to exclude certain items that do not reflect our core operating performance. A reconciliation of net income, the most directly comparable GAAP measure, to adjusted net income is provided below. The items excluded for the periods presented are described below under our explanation of “adjusted income from operations.”
(6)We define “adjusted EBITDA” as net income adjusted to exclude net interest expense, provision for income taxes, depreciation and amortization, and certain items that do not reflect our core operating performance. A reconciliation of net income, the most directly comparable GAAP measure, to adjusted EBITDA is provided below.
(7)We define “free cash flow” as net cash provided by operating activities less net cash used for capital expenditures. A reconciliation of net cash provided by operating activities, the most directly comparable GAAP measure, to free cash flow is provided below.
Revenues (excluding fuel surcharge)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Operating revenues | $ | 1,585.3 | $ | 1,452.4 | $ | 4,552.5 | $ | 4,274.7 | ||||||||||||||||||
| Less: Fuel surcharge revenues | 240.2 | 152.7 | 636.0 | 434.7 | ||||||||||||||||||||||
| Revenues (excluding fuel surcharge) | $ | 1,345.1 | $ | 1,299.7 | $ | 3,916.5 | $ | 3,840.0 | ||||||||||||||||||
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Adjusted income from operations
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Income from operations | $ | 62.1 | $ | 35.3 | $ | 166.9 | $ | 132.4 | ||||||||||||||||||
Acquisition-related costs (1) | — | — | — | 0.2 | ||||||||||||||||||||||
Intangible asset amortization (2) | 1.7 | 1.7 | 5.2 | 5.4 | ||||||||||||||||||||||
Severance (3) | — | 1.4 | — | 1.4 | ||||||||||||||||||||||
| Adjusted income from operations | $ | 63.8 | $ | 38.4 | $ | 172.1 | $ | 139.4 | ||||||||||||||||||
(1)Advisory, legal, and accounting costs related to the acquisition of Cowan.
(2)Amortization expense related to intangible assets acquired through recent business acquisitions. Although intangible assets contribute to our revenue generation, the amortization of intangible assets does not directly relate to transportation services provided to our customers.
(3)Severance related to workforce rightsizing.
Adjusted operating ratio
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions, except ratios) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| GAAP Presentation | ||||||||||||||||||||||||||
| Operating revenues | $ | 1,585.3 | $ | 1,452.4 | $ | 4,552.5 | $ | 4,274.7 | ||||||||||||||||||
| Total operating expenses | 1,523.2 | 1,417.1 | 4,385.6 | 4,142.3 | ||||||||||||||||||||||
| Income from operations | $ | 62.1 | $ | 35.3 | $ | 166.9 | $ | 132.4 | ||||||||||||||||||
Operating ratio (1) | 96.1 | % | 97.6 | % | 96.3 | % | 96.9 | % | ||||||||||||||||||
| Non-GAAP Presentation | ||||||||||||||||||||||||||
| Operating revenues | $ | 1,585.3 | $ | 1,452.4 | $ | 4,552.5 | $ | 4,274.7 | ||||||||||||||||||
| Less: Fuel surcharge revenues | 240.2 | 152.7 | 636.0 | 434.7 | ||||||||||||||||||||||
| Revenues (excluding fuel surcharge) | $ | 1,345.1 | $ | 1,299.7 | $ | 3,916.5 | $ | 3,840.0 | ||||||||||||||||||
| Total operating expenses | $ | 1,523.2 | $ | 1,417.1 | $ | 4,385.6 | $ | 4,142.3 | ||||||||||||||||||
| Adjusted for: | ||||||||||||||||||||||||||
| Fuel surcharge revenues | (240.2) | (152.7) | (636.0) | (434.7) | ||||||||||||||||||||||
| Acquisition-related costs | — | — | — | (0.2) | ||||||||||||||||||||||
| Intangible asset amortization | (1.7) | (1.7) | (5.2) | (5.4) | ||||||||||||||||||||||
| Severance | — | (1.4) | — | (1.4) | ||||||||||||||||||||||
Adjusted total operating expenses, net of fuel surcharge revenues (2) | $ | 1,281.3 | $ | 1,261.3 | $ | 3,744.4 | $ | 3,700.6 | ||||||||||||||||||
Adjusted operating ratio (3) | 95.3 | % | 97.0 | % | 95.6 | % | 96.4 | % | ||||||||||||||||||
(1) Calculated as total operating expenses divided by operating revenues.
(2) Adjusted total operating expenses, net of fuel surcharge revenues are defined as total operating expenses, adjusted to exclude fuel surcharge revenues and certain expenses that do not reflect our core operating performance.
(3) Calculated as adjusted total operating expenses, net of fuel surcharge revenues divided by revenues (excluding fuel surcharge).
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Adjusted net income
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | 49.5 | $ | 19.4 | $ | 119.6 | $ | 81.5 | ||||||||||||||||||
| Acquisition-related costs | — | — | — | 0.2 | ||||||||||||||||||||||
| Intangible asset amortization | 1.7 | 1.7 | 5.2 | 5.4 | ||||||||||||||||||||||
| Severance | — | 1.4 | — | 1.4 | ||||||||||||||||||||||
Income tax effect of non-GAAP adjustments (1) | (0.4) | (0.8) | (1.3) | (1.7) | ||||||||||||||||||||||
| Adjusted net income | $ | 50.8 | $ | 21.7 | $ | 123.5 | $ | 86.8 | ||||||||||||||||||
(1)Our estimated tax rate on non-GAAP items is determined annually using the applicable consolidated federal and state effective tax rate, modified to remove the impact of tax credits and adjustments that are not applicable to the specific items. Due to differences in the tax treatment of items excluded from non-GAAP income, as well as the methodology applied to our estimated annual tax rates as described above, our estimated tax rate on non-GAAP items may differ from our GAAP tax rate and from our actual tax liabilities.
Adjusted EBITDA
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | 49.5 | $ | 19.4 | $ | 119.6 | $ | 81.5 | ||||||||||||||||||
| Interest expense, net | (4.5) | 8.2 | 5.9 | 21.5 | ||||||||||||||||||||||
| Provision for income taxes | 16.1 | 7.0 | 38.8 | 27.1 | ||||||||||||||||||||||
| Depreciation and amortization | 107.7 | 112.9 | 328.1 | 338.8 | ||||||||||||||||||||||
| Acquisition-related costs | — | — | — | 0.2 | ||||||||||||||||||||||
| Severance | — | 1.4 | — | 1.4 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 168.8 | $ | 148.9 | $ | 492.4 | $ | 470.5 | ||||||||||||||||||
Free cash flow
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net cash provided by operating activities | $ | 138.9 | $ | 184.2 | $ | 403.2 | $ | 451.4 | ||||||||||||||||||
| Purchases of transportation equipment | (136.6) | (128.0) | (290.3) | (311.5) | ||||||||||||||||||||||
| Purchases of other property and equipment | (5.2) | (10.2) | (42.0) | (25.1) | ||||||||||||||||||||||
| Proceeds from sale of property and equipment | 61.4 | 30.1 | 123.6 | 78.9 | ||||||||||||||||||||||
| Net capital expenditures | (80.4) | (108.1) | (208.7) | (257.7) | ||||||||||||||||||||||
| Free cash flow | $ | 58.5 | $ | 76.1 | $ | 194.5 | $ | 193.7 | ||||||||||||||||||
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Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Enterprise Results Summary
Enterprise net income increased $30.1 million, approximately 155%, in the third quarter of 2026 compared to the same period in 2025, primarily due to a $26.8 million increase in income from operations and a $12.4 million increase in other income. These increases were partially offset by a $9.1 million increase in the provision for income taxes.
Adjusted net income increased $29.1 million, approximately 134%, for the same reasons discussed above.
Components of Enterprise Net Income
Enterprise Revenues
Enterprise operating revenues increased $132.9 million, approximately 9%, in the third quarter of 2026 compared to the same period in 2025.
Factors contributing to the increase included:
•an $87.5 million increase in fuel surcharge revenues due to higher fuel prices in 2026;
•a $40.4 million increase in Logistics segment revenues (excluding fuel surcharge) driven by higher revenue per order in our brokerage business; and
•a $6.3 million increase in Intermodal revenues (excluding fuel surcharge) due to higher revenue per order.
Enterprise revenues (excluding fuel surcharge) increased $45.4 million, approximately 3%, for the same reasons discussed above, excluding fuel surcharge revenue.
Enterprise Income from Operations and Operating Ratio
Enterprise income from operations increased $26.8 million, approximately 76%, in the third quarter of 2026 compared to the same period in 2025. The increase was primarily attributable to higher rates within Network, improved Truckload productivity, increased Logistics brokerage net revenue per order, higher revenue per order in Intermodal, lower insurance, salaries and wages, and depreciation expenses, higher gains on sales of equipment, and a favorable freight mix. These benefits were partially offset by higher purchased transportation expense and lower Truckload volumes.
Adjusted income from operations increased $25.4 million, approximately 66%, for the same reasons listed above.
Enterprise operating ratio (operating expenses as a percentage of operating revenues) improved on both a GAAP and adjusted basis when compared to the third quarter of 2025, for the same reasons listed above.
Enterprise Operating Expenses
Key operating expense fluctuations quarter over quarter are described below.
•Purchased transportation increased $85.0 million, or 17%, primarily due to higher third-party carrier costs within Logistics driven by increased revenue per order, higher purchased transportation expense within Intermodal resulting from higher fuel rates, and higher owner-operator purchased transportation expense within Truckload attributable to increased Network pricing and fuel costs.
•Salaries, wages, and benefits decreased $6.6 million, or 2%, resulting from lower headcount, partially offset by higher incentive compensation.
•Fuel and fuel taxes for company trucks increased $53.5 million, or 48%, driven by a higher cost per gallon. A significant portion of fuel costs are recovered through our fuel surcharge programs.
•Depreciation and amortization decreased $5.2 million, or 5%, mainly due to lower equipment counts.
•Operating supplies and expenses—net decreased $11.8 million, or 6%, primarily due to higher gains on sales of equipment and lower costs in our leasing business, partially offset by increased maintenance expenses.
•Insurance and related expenses decreased $10.7 million, or 18%, driven by higher claims severity in the prior period.
•Other general expenses increased $1.9 million, or 6%, primarily reflecting increased bad debt expense.
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Total Other Expenses (Income)-Net
Total other income increased $12.4 million in the third quarter of 2026 compared to the same period in 2025, mainly due to an $11.4 million decrease in interest expense. In our third quarter 2025 Form 10-Q, we disclosed that we received an adverse verdict associated with a 2017 incident and filed post-trial motions. At the time, we also disclosed that judgment-related interest was being accrued until ultimate resolution. During the current quarter, we signed a settlement agreement in connection with this matter and, as a result, reversed $7.2 million of previously accrued interest. Interest expense also benefited from lower average outstanding debt, which reduced interest expense by an additional $2.3 million compared to the prior period.
Income Tax Expense
Our provision for income taxes increased $9.1 million, or 130%, in the third quarter of 2026 compared to the same period in 2025, primarily due to higher taxable income. The effective income tax rate was 24.5% and 26.5% for the three months ended September 30, 2026 and 2025, respectively. Our provision for income taxes may fluctuate in future periods to the extent tax laws and regulations change.
Revenues and Income (Loss) from Operations by Segment
The following tables summarize revenues and income (loss) from operations by segment.
| Three Months Ended September 30, | ||||||||||||||
Revenues by Segment (in millions) | 2026 | 2025 | ||||||||||||
| Truckload | $ | 624.8 | $ | 624.5 | ||||||||||
| Intermodal | 287.7 | 281.4 | ||||||||||||
| Logistics | 372.5 | 332.1 | ||||||||||||
| Other | 109.0 | 117.8 | ||||||||||||
| Fuel surcharge | 240.2 | 152.7 | ||||||||||||
| Inter-segment eliminations | (48.9) | (56.1) | ||||||||||||
| Operating revenues | $ | 1,585.3 | $ | 1,452.4 | ||||||||||
| Three Months Ended September 30, | ||||||||||||||
Income (Loss) from Operations by Segment (in millions) | 2026 | 2025 | ||||||||||||
| Truckload | $ | 43.7 | $ | 19.8 | ||||||||||
| Intermodal | 22.6 | 16.8 | ||||||||||||
| Logistics | — | 6.4 | ||||||||||||
| Other | (4.2) | (7.7) | ||||||||||||
| Income from operations | 62.1 | 35.3 | ||||||||||||
| Adjustments: | ||||||||||||||
| Intangible asset amortization | 1.7 | 1.7 | ||||||||||||
| Severance | — | 1.4 | ||||||||||||
| Adjusted income from operations | $ | 63.8 | $ | 38.4 | ||||||||||
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We monitor and analyze a number of KPIs to manage our business and evaluate our financial and operating performance.
Truckload
The following table presents our Truckload segment KPIs for the periods indicated, consistent with how revenues and expenses are reported internally for segment purposes. Our Truckload segment is comprised of two operating units:
•Dedicated - Transportation services utilizing equipment dedicated to customers under long-term contracts.
•Network - Transportation services primarily consisting of one-way shipments.
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Dedicated | ||||||||||||||
Revenues (excluding fuel surcharge) (1) | $ | 427.8 | $ | 436.5 | ||||||||||
Average trucks (2) (3) | 8,051 | 8,472 | ||||||||||||
Revenue per truck per week (4) | $ | 4,107 | $ | 3,982 | ||||||||||
Network | ||||||||||||||
Revenues (excluding fuel surcharge) (1) | $ | 196.5 | $ | 187.4 | ||||||||||
Average trucks (2) (3) | 3,296 | 3,819 | ||||||||||||
Revenue per truck per week (4) | $ | 4,605 | $ | 3,792 | ||||||||||
Total Truckload | ||||||||||||||
Revenues (excluding fuel surcharge) (5) | $ | 624.8 | $ | 624.5 | ||||||||||
Average trucks (2) (3) | 11,347 | 12,291 | ||||||||||||
Revenue per truck per week (4) | $ | 4,252 | $ | 3,923 | ||||||||||
Average company trucks (3) | 10,005 | 10,920 | ||||||||||||
Average owner-operator trucks (3) | 1,342 | 1,371 | ||||||||||||
Trailers (6) | 50,687 | 52,323 | ||||||||||||
Operating ratio (7) | 93.0 | % | 96.8 | % | ||||||||||
(1)Revenues (excluding fuel surcharge), in millions, exclude revenue in transit.
(2)Includes company and owner-operator trucks.
(3)Calculated based on beginning and end of month counts and represents the average number of trucks available to haul freight over the specified timeframe.
(4)Calculated excluding fuel surcharge and revenue in transit, consistent with how revenue is reported internally for segment purposes, using weighted workdays.
(5)Revenues (excluding fuel surcharge), in millions, include revenue in transit at the operating segment level; therefore, amounts presented above do not sum to total.
(6)Includes entire fleet of owned trailers, including trailers with leasing arrangements between Truckload and Logistics.
(7)Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.
Truckload revenues (excluding fuel surcharge) increased $0.3 million, in the third quarter of 2026 compared to the same period in 2025. The increase was primarily driven by a higher rate per billed mile within Network and rate per total mile within Dedicated, largely offset by lower volumes.
Truckload income from operations increased $23.9 million, approximately 121%, in the third quarter of 2026 compared to the same period in 2025. The increase was primarily driven by improved pricing within Network and Dedicated, productivity increases in both Network and Dedicated as reflected by higher revenue per truck per week, acquisition-related cost synergies, higher gains on sales of equipment, and improved equipment utilization, which contributed to lower depreciation expense. These favorable impacts were partially offset by increased owner-operator purchased transportation expense and lower Truckload volumes.
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Intermodal
The following table presents the KPIs for our Intermodal segment for the periods indicated.
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Orders (1) | 114,619 | 116,592 | ||||||||||||
| Containers | 26,331 | 26,394 | ||||||||||||
| Trucks | 1,378 | 1,377 | ||||||||||||
Revenue per order (2) | $ | 2,486 | $ | 2,413 | ||||||||||
Operating ratio (3) | 92.1 | % | 94.0 | % | ||||||||||
(1)Based on delivered rail orders.
(2)Calculated using rail revenues excluding fuel surcharge and revenue in transit, consistent with how revenue is reported internally for segment purposes.
(3)Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.
Intermodal revenues (excluding fuel surcharge) increased $6.3 million, approximately 2%, in the third quarter of 2026 compared to the same period in 2025. The increase was primarily attributable to a 3% increase in revenue per order, partially offset by a decrease in volume.
Intermodal income from operations increased $5.8 million, approximately 35%, in the third quarter of 2026 compared to the same period in 2025, primarily driven by freight mix and revenue impacts noted above. These benefits were partially offset by increased purchased transportation expense, resulting from higher fuel costs, and lower volume.
Logistics
The following table presents the KPI for our Logistics segment for the periods indicated.
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Operating ratio (1) | 100.0 | % | 98.1 | % | ||||||||||
(1)Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.
Logistics revenues (excluding fuel surcharge) increased $40.4 million, approximately 12%, in the third quarter of 2026 compared to the same period in 2025, primarily due to an increase in revenue per order, partially offset by lower brokerage volume.
Logistics income from operations decreased $6.4 million, approximately 100%, in the third quarter of 2026 compared to the same period in 2025, driven by higher purchased transportation expense and increased insurance costs related to a specific prior year claim, partially offset by the revenue impacts listed above.
Other
Other loss from operations in the third quarter of 2026 was comparable to the same period in 2025.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Enterprise Results Summary
Enterprise net income increased $38.1 million, approximately 47%, in the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to a $34.5 million increase in income from operations and a $15.3 million favorable change in total other expenses—net, driven by a $13.9 million decrease in interest expense. These favorable impacts were partially offset by an $11.7 million increase in the provision for income taxes.
Adjusted net income increased $36.7 million, approximately 42%, for the same reasons discussed above.
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Components of Enterprise Net Income
Enterprise Revenues
Enterprise operating revenues increased $277.8 million, approximately 6%, in the nine months ended September 30, 2026 compared to the same period in 2025.
Factors contributing to the increase included:
•a $201.3 million increase in fuel surcharge revenues due to higher fuel prices;
•a $57.2 million increase in Logistics segment revenues (excluding fuel surcharge), resulting from higher revenue per order within the brokerage business; and
•a $10.0 million increase in Truckload segment revenues (excluding fuel surcharge), driven by higher rates within Network.
These increases were partially offset by:
•a $3.7 million decrease in Intermodal segment revenues (excluding fuel surcharge), primarily due to decreased revenue per order.
Enterprise revenues (excluding fuel surcharge) increased $76.5 million, approximately 2%, for the same reasons discussed above, excluding fuel surcharge revenue.
Enterprise Income from Operations and Operating Ratio
Enterprise income from operations increased $34.5 million, approximately 26%, in the nine months ended September 30, 2026 compared to the same period in 2025. The increase was primarily attributable to higher Network rates, improved Truckload productivity, increased Logistics brokerage net revenue per order, and fuel surcharge recovery. Lower insurance costs, reduced depreciation and amortization expense resulting from improved asset utilization, lower salaries and wages, and other cost containment initiatives also contributed to the improvement. These benefits were partially offset by higher purchased transportation costs and increased operating supplies and expenses.
Adjusted income from operations increased $32.7 million, approximately 23%, for the same reasons listed above.
Enterprise operating ratio (operating expenses as a percentage of operating revenues) improved on both a GAAP and adjusted basis when compared to the same period in 2025, for the same reasons listed above.
Enterprise Operating Expenses
Key operating expense fluctuations year over year are described below.
•Purchased transportation costs increased $152.1 million, or 10%, primarily due to higher third-party carrier costs within Logistics associated with increased revenue per order, higher purchased transportation costs within Intermodal resulting from increased fuel costs, and higher owner-operator purchased transportation costs within Truckload driven by improved Network price and increased fuel cost.
•Salaries, wages, and benefits decreased $8.2 million, or 1%, primarily due to lower office wages and driver pay resulting from reduced headcount, partially offset by higher incentive compensation and maintenance wages.
•Fuel and fuel taxes for company trucks increased $121.9 million, or 37%, driven by a higher cost per gallon. A significant portion of fuel costs are recovered through our fuel surcharge programs.
•Depreciation and amortization decreased $10.7 million, or 3%, mainly due to lower equipment counts and less amortization related to internal-use software.
•Operating supplies and expenses—net increased $6.2 million, or 1%, driven by maintenance, lumpers, tolls, and software expenses, partially offset by increased gains on equipment sales and decreased costs in our leasing business.
•Insurance and related expenses decreased $13.9 million, or 10%, driven by higher claims severity in the prior period.
•Other general expenses decreased $4.1 million, or 4%, largely related to lower professional service costs as a result of cost containment actions, partially offset by increased bad debt expense.
26
Total Other Expenses-Net
Total other expenses decreased $15.3 million, approximately 64%, in the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to a $13.9 million decrease in interest expense. In our third quarter 2025 Form 10-Q, we disclosed that we received an adverse verdict associated with a 2017 incident and filed post-trial motions. At the time, we also disclosed that judgment-related interest was being accrued until ultimate resolution. During the current quarter, we signed a settlement agreement in connection with this matter and, as a result, reversed $7.2 million of previously accrued interest. Interest expense also benefited from lower average outstanding debt, which reduced interest expense by an additional $7.6 million compared to the prior period.
Income Tax Expense
Our provision for income taxes increased $11.7 million, approximately 43%, in the nine months ended September 30, 2026 compared to the same period in 2025, due to higher taxable income. The effective income tax rate was 24.5% and 25.0% for the nine months ended September 30, 2026 and 2025, respectively. Our provision for income taxes may fluctuate in future periods to the extent tax laws and regulations change.
Revenues and Income (Loss) from Operations by Segment
The following tables summarize revenues and income (loss) from operations by segment.
| Nine Months Ended September 30, | ||||||||||||||
Revenues by Segment (in millions) | 2026 | 2025 | ||||||||||||
| Truckload | $ | 1,870.4 | $ | 1,860.4 | ||||||||||
| Intermodal | 803.2 | 806.9 | ||||||||||||
| Logistics | 1,060.9 | 1,003.7 | ||||||||||||
| Other | 312.3 | 303.3 | ||||||||||||
| Fuel surcharge | 636.0 | 434.7 | ||||||||||||
| Inter-segment eliminations | (130.3) | (134.3) | ||||||||||||
| Operating revenues | $ | 4,552.5 | $ | 4,274.7 | ||||||||||
| Nine Months Ended September 30, | ||||||||||||||
Income (Loss) from Operations by Segment (in millions) | 2026 | 2025 | ||||||||||||
| Truckload | $ | 115.3 | $ | 85.0 | ||||||||||
| Intermodal | 51.9 | 46.7 | ||||||||||||
| Logistics | 18.6 | 22.4 | ||||||||||||
| Other | (18.9) | (21.7) | ||||||||||||
| Income from operations | 166.9 | 132.4 | ||||||||||||
| Adjustments: | ||||||||||||||
| Acquisition-related costs | — | 0.2 | ||||||||||||
| Intangible asset amortization | 5.2 | 5.4 | ||||||||||||
| Severance | — | 1.4 | ||||||||||||
| Adjusted income from operations | $ | 172.1 | $ | 139.4 | ||||||||||
27
We monitor and analyze a number of KPIs to manage our business and evaluate our financial and operating performance.
Truckload
The following table presents our Truckload segment KPIs for the periods indicated, consistent with how revenues and expenses are reported internally for segment purposes. Our Truckload segment is comprised of two operating units:
•Dedicated - Transportation services utilizing equipment dedicated to customers under long-term contracts.
•Network - Transportation services primarily consisting of one-way shipments.
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Dedicated | ||||||||||||||
Revenues (excluding fuel surcharge) (1) | $ | 1,292.7 | $ | 1,312.4 | ||||||||||
Average trucks (2) (3) | 8,276 | 8,509 | ||||||||||||
Revenue per truck per week (4) | $ | 4,072 | $ | 4,015 | ||||||||||
Network | ||||||||||||||
Revenues (excluding fuel surcharge) (1) | $ | 578.4 | $ | 547.2 | ||||||||||
Average trucks (2) (3) | 3,466 | 3,760 | ||||||||||||
Revenue per truck per week (4) | $ | 4,350 | $ | 3,787 | ||||||||||
Total Truckload | ||||||||||||||
Revenues (excluding fuel surcharge) (5) | $ | 1,870.4 | $ | 1,860.4 | ||||||||||
Average trucks (2) (3) | 11,742 | 12,269 | ||||||||||||
Revenue per truck per week (4) | $ | 4,154 | $ | 3,945 | ||||||||||
Average company trucks (3) | 10,417 | 10,923 | ||||||||||||
Average owner-operator trucks (3) | 1,325 | 1,346 | ||||||||||||
Trailers (6) | 50,687 | 52,323 | ||||||||||||
Operating ratio (7) | 93.8 | % | 95.4 | % | ||||||||||
(1)Revenues (excluding fuel surcharge), in millions, exclude revenue in transit.
(2)Includes company and owner-operator trucks.
(3)Calculated based on beginning and end of month counts and represents the average number of trucks available to haul freight over the specified timeframe.
(4)Calculated excluding fuel surcharge and revenue in transit, consistent with how revenue is reported internally for segment purposes, using weighted workdays.
(5)Revenues (excluding fuel surcharge), in millions, include revenue in transit at the operating segment level; therefore, amounts presented above do not sum to total.
(6)Includes entire fleet of owned trailers, including trailers with leasing arrangements between Truckload and Logistics.
(7)Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.
Truckload revenues (excluding fuel surcharge) increased $10.0 million, or 1%, in the nine months ended September 30, 2026 compared to the same period in 2025, driven by a 7% increase in rate per billed mile within Network and a 1% increase in rate per total mile within Dedicated. These factors were partially offset by volume decreases within Network and Dedicated.
Truckload income from operations increased $30.3 million, approximately 36%, in the nine months ended September 30, 2026 compared to the same period in 2025. Factors contributing to the increase include the revenue impacts noted above, as well as fuel surcharge recovery, acquisition-related cost synergies, higher gain on sales of equipment, and lower depreciation expense due to reduced equipment count. These favorable impacts were partially offset by increased purchased transportation and maintenance expenses.
28
Intermodal
The following table presents the KPIs for our Intermodal segment for the periods indicated.
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Orders (1) | 327,953 | 329,250 | ||||||||||||
| Containers | 26,331 | 26,394 | ||||||||||||
| Trucks | 1,378 | 1,377 | ||||||||||||
Revenue per order (2) | $ | 2,417 | $ | 2,440 | ||||||||||
Operating ratio (3) | 93.5 | % | 94.2 | % | ||||||||||
(1)Based on delivered rail orders.
(2)Calculated using rail revenues excluding fuel surcharge and revenue in transit, consistent with how revenue is reported internally for segment purposes.
(3)Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.
Intermodal revenues (excluding fuel surcharge) decreased $3.7 million in the nine months ended September 30, 2026 compared to the same period in 2025, primarily from a 1% decrease in revenue per order, reflecting shorter length of haul.
Intermodal income from operations increased $5.2 million, approximately 11%, in the nine months ended September 30, 2026 compared to the same period in 2025, mainly resulting from freight mix and increased gains on sales of equipment, partially offset by increased maintenance costs.
Logistics
The following table presents the KPI for our Logistics segment for the periods indicated.
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Operating ratio (1) | 98.2 | % | 97.8 | % | ||||||||||
(1)Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.
Logistics revenues (excluding fuel surcharge) increased $57.2 million, approximately 6%, in the nine months ended September 30, 2026 compared to the same period in 2025, mainly due to higher revenue per order within our brokerage business, partially offset by lower volume.
Logistics income from operations decreased $3.8 million, approximately 17%, in the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to increased third-party purchased transportation expense and higher insurance costs reflective of a specific prior year claim, partially offset by the revenue impacts listed above along with other cost reduction actions.
Other
Other loss from operations in the nine months ended September 30, 2026 was comparable to the same period in 2025.
29
LIQUIDITY AND CAPITAL RESOURCES
Our primary uses of cash are working capital requirements, capital expenditures, lease equipment, dividend payments, share repurchases, and debt service requirements. Additionally, we may use cash for acquisitions and other investing and financing activities. Working capital is required principally to ensure we are able to run the business and have sufficient funds to satisfy maturing short-term debt and operational expenses. Our capital expenditures consist primarily of transportation equipment, property, and information technology.
Historically, our primary source of liquidity has been cash flow from operations. In addition, we have a $350.0 million revolving credit facility (the 2026 Credit Facility) maturing in September 2031 and a $400.0 million receivables purchase agreement (the 2026 Receivable Purchase Agreement) maturing in September 2029, for which our combined available capacity as of September 30, 2026 was $636.9 million. The 2026 Credit Facility also allows us to request an additional increase in total commitment by up to $350.0 million. If we do not refinance, repay in full, or extend the maturity of our 2024 DDTL Facility prior to the date 91 days prior to November 22, 2029, the 2026 Credit Facility will mature on November 22, 2029. We anticipate that cash generated from operations, together with amounts available under our credit facilities, will be sufficient to meet our requirements for the foreseeable future. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that we will obtain these funds through additional borrowings, equity offerings, or a combination of these potential sources of liquidity. Our ability to fund future operating expenses and capital expenditures, as well as our ability to meet future debt service obligations or refinance our indebtedness, will depend on our future operating performance, which will be affected by general economic, financial, and other factors beyond our control.
The following table presents our cash and cash equivalents, marketable securities, and outstanding debt and finance lease obligations as of the dates shown.
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||||||||
| Cash and cash equivalents | $ | 326.2 | $ | 201.5 | ||||||||||||||||
| Marketable securities | 33.8 | 41.8 | ||||||||||||||||||
| Total cash, cash equivalents, and marketable securities | $ | 360.0 | $ | 243.3 | ||||||||||||||||
| Debt: | ||||||||||||||||||||
| Senior notes | $ | 50.0 | $ | 50.0 | ||||||||||||||||
| 2024 DDTL Facility | 340.0 | 347.5 | ||||||||||||||||||
| Finance leases | 3.6 | 5.0 | ||||||||||||||||||
| Total debt | $ | 393.6 | $ | 402.5 | ||||||||||||||||
Debt
As of September 30, 2026, we were in compliance with all financial covenants under our credit agreements and the agreements governing our senior notes. See Note 6, Debt and Credit Facilities, for information about our financing arrangements.
Cash Flows
The following table summarizes the changes to our net cash flows provided by (used in) operating, investing, and financing activities for the periods indicated.
| Nine Months Ended September 30, | |||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||
| Net cash provided by operating activities | $ | 403.2 | $ | 451.4 | |||||||||||||
| Net cash used in investing activities | (208.4) | (311.5) | |||||||||||||||
| Net cash used in financing activities | (70.1) | (63.4) | |||||||||||||||
30
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Operating Activities
Net cash provided by operating activities decreased $48.2 million, approximately 11%, in the first nine months of 2026 compared to the same period in 2025. The decrease was driven by higher cash used by working capital, partially offset by an increase in net income adjusted for noncash items. Working capital changes primarily reflected movements in trade receivables corresponding to increased operating revenues, prepaid and other assets due to the timing of payments, and changes in reserve balances. These amounts were partially offset by a higher payables balance and changes in other liabilities related to the timing of tax and wage accruals.
Investing Activities
Net cash used in investing activities decreased $103.1 million, approximately 33%, in the first nine months of 2026 compared to the same period in 2025, primarily due to increased proceeds from the sale of equipment resulting from both volume and price, decreased lease equipment purchases, the timing of transportation equipment purchases, and reduced funding of notes receivable. These decreases were partially offset by higher purchases of other property and equipment related to land acquisitions.
The following table sets forth our net capital expenditures for the periods indicated.
| Nine Months Ended September 30, | |||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||
| Purchases of transportation equipment | $ | 290.3 | $ | 311.5 | |||||||||||||
| Purchases of other property and equipment | 42.0 | 25.1 | |||||||||||||||
| Proceeds from sale of property and equipment | (123.6) | (78.9) | |||||||||||||||
| Net capital expenditures | $ | 208.7 | $ | 257.7 | |||||||||||||
Net capital expenditures decreased $49.0 million during the first nine months of 2026 compared to the same period in 2025, primarily reflecting a $21.2 million decrease in transportation equipment purchases due to the timing of equipment investment targets and a $44.7 million increase in proceeds from sale of equipment, driven largely by increased volume and price of tractor sales. These favorable impacts were partially offset by other property and equipment purchases.
Financing Activities
Net cash used in financing activities increased $6.7 million, approximately 11%, in the first nine months of 2026 compared to the same period in 2025. The increase was primarily driven by a $9.0 million increase in net payments on debt and finance lease obligations, partially offset by a $3.1 million decrease in common stock repurchases due to lower share repurchase activity.
Other Considerations that Could Affect Our Results, Liquidity, or Capital Resources
Factors that Could Result in Goodwill Impairment
Goodwill is tested for impairment at least annually using the discounted cash flow, guideline public company, and guideline transaction methods, as applicable, to calculate the fair values of our reporting units. Key inputs used in the discounted cash flow approach include growth rates for sales and operating profit, perpetuity growth assumptions, and discount rates. Key inputs used in the guideline public company and guideline transaction methods include EBITDA valuation multiples of comparable companies and transactions. If interest rates rise or EBITDA valuation multiples of comparable companies and transactions decline, the calculated fair values of our reporting units will decrease, which could impact the results of our goodwill impairment tests.
We will perform our annual evaluation of goodwill for impairment as of October 31, 2026, with such analysis expected to be finalized during the fourth quarter. As part of our annual process of updating our goodwill impairment evaluation, we will assess the impact of current operating results and our resulting management actions to determine whether they have an impact on the long-term valuation of reporting units and the related recoverability of our goodwill.
Off-Balance Sheet Arrangements
As of September 30, 2026, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.
31
Contractual Obligations
See the disclosure under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations” in our Annual Report on Form 10-K for the year ended December 31, 2025 for our contractual obligations as of December 31, 2025. There were no material changes to our contractual obligations during the nine months ended September 30, 2026.
CRITICAL ACCOUNTING ESTIMATES
We have reviewed our critical accounting policies and considered whether new critical accounting estimates or other significant changes to our accounting policies require additional disclosures. We have determined that the disclosures made in our Annual Report on Form 10-K for the year ended December 31, 2025 remain current as there have been no significant changes.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risks have not changed significantly from the market risks discussed in the section entitled “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this report. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
32
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is party to various lawsuits in the ordinary course of its business. For information relating to legal proceedings, see Note 11, Commitments and Contingencies, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
Except as set forth in Part II, Item 1A “Risk Factors” in our Quarterly Report for the quarterly period ended June 30, 2026, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company did not repurchase any equity security during the three months ended September 30, 2026.
Limitation Upon Payment of Dividends
The 2026 Credit Facility and the delayed-draw term loan facility include covenants limiting our ability to pay dividends or make distributions on our capital stock if a default exists under the 2026 Credit Facility or the delayed-draw term loan facility, as applicable, or would be caused by giving effect to such dividend.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
33
ITEM 6. EXHIBITS
| Incorporated by Reference Herein | ||||||||||||||||||||||||||||||||
Exhibit Number | Exhibit Description | Form | Exhibit | File No. | Filing Date | |||||||||||||||||||||||||||
| 10.1 | 8-K | 10.1 | 001-38054 | 9/16/2026 | ||||||||||||||||||||||||||||
| 10.2 | 8-K | 10.2 | 001-38054 | 9/16/2026 | ||||||||||||||||||||||||||||
| 10.3 | 8-K | 10.1 | 001-38054 | 10/02/2026 | ||||||||||||||||||||||||||||
| 31.1* | ||||||||||||||||||||||||||||||||
| 31.2* | ||||||||||||||||||||||||||||||||
| 32.1** | ||||||||||||||||||||||||||||||||
| 32.2** | ||||||||||||||||||||||||||||||||
| 101.INS* | XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||||||||||||||||||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |||||||||||||||||||||||||||||||
| 101.CAL* | XBRL Taxonomy Calculation Linkbase Document | |||||||||||||||||||||||||||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||||||||
| 101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |||||||||||||||||||||||||||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||||||||
| 104* | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 formatted in Inline XBRL | |||||||||||||||||||||||||||||||
* Filed herewith.
** Furnished herewith.
34
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Schneider National, Inc., has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SCHNEIDER NATIONAL, INC. | ||||||||
| Date: | October 30, 2026 | /s/ Darrell G. Campbell | ||||||
| Darrell G. Campbell | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Duly Authorized Officer and Principal Financial Officer) | ||||||||
35
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, James S. Filter, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Schneider National, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 30, 2026 | /s/ James S. Filter | |||||||||||||||
| James S. Filter | |||||||||||||||||
| Chief Executive Officer and President | |||||||||||||||||
| (Principal Executive Officer) | |||||||||||||||||
Exhibit 31.2
Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Darrell G. Campbell, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Schneider National, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 30, 2026 | /s/ Darrell G. Campbell | |||||||||||||||
| Darrell G. Campbell | |||||||||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||||||||
| (Principal Financial Officer) | |||||||||||||||||
Exhibit 32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report on Form 10-Q of Schneider National, Inc. (the “Company”), for the quarterly period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James S. Filter, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 30, 2026 | /s/ James S. Filter | |||||||||||||||
| James S. Filter | |||||||||||||||||
| Chief Executive Officer and President | |||||||||||||||||
| (Principal Executive Officer) | |||||||||||||||||
Exhibit 32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report on Form 10-Q of Schneider National, Inc. (the “Company”), for the quarterly period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Darrell G. Campbell, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 30, 2026 | /s/ Darrell G. Campbell | |||||||||||||||
| Darrell G. Campbell | |||||||||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||||||||
| (Principal Financial Officer) | |||||||||||||||||