AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Large procurement and shipment scale, coupled with higher NAST throughput despite substantially fewer employees, support a current efficiency advantage. Competitor-relative unit costs and exclusive access are unproven, limiting structural confidence.
durability · 2/4 · The platform and disclosed productivity achievements provide continuity beyond a single quarter. Short contracts without volume commitments and potentially replicable technology prevent a strong durability assessment.
customer dependency · 2/4 · Some customers assign substantial freight needs, and disclosed system integrations suggest operational embedding. This is indirect evidence of dependency; it does not demonstrate costly switching, and most contracts do not commit volumes.
erosion resilience · 2/4 · NAST volume outperformance and continued operating income growth demonstrate resilience. Contractual spread pressure, a lower disclosed customer count and unresolved carrier-selection liability offset those achievements.
Pricing power50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · LTL pricing dynamics and transactional truckload opportunities improved profit per transaction, while contractual truckload spreads and ocean pricing weakened. These are mixed observed outcomes; market-driven rate increases do not establish unilateral pricing power.
retention · 2/4 · Substantial freight assignments, integrations and recent volume outperformance support ongoing demand indirectly. The decline in disclosed customers from 83,000 to 75,000 and absence of volume commitments temper the assessment; no retention rate is inferred.
margin resilience · 2/4 · Operating income increased in 2025 and the first half of 2026, supported by productivity and cost control. Contractual and ocean transaction economics deteriorated, so company-level resilience does not establish consistently protected pricing spreads.
contractual freedom · 2/4 · Spot pricing, contracts generally lasting one year or less with renegotiation, and fuel surcharge pass-through provide meaningful flexibility. Existing rate commitments delayed repricing when carrier costs accelerated, and customers generally make no volume commitments.
Predictability81
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 13.49
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 2.17
Financial strength84
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 96.89
- netDebtEbitGrade
- 76.64
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 62.23
- Debt / FCF (x)
- 1.22
- Net debt / operating income (x)
- 1.17
- Current ratio (x)
- 1.53
- cashInterestPaid
- 63.21
- cashInterestCoverage
- 14.47
Capital allocation98
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 22.69
- 3-year average dilution (%)
- -1.43
- 3-year average SBC / revenue (%)
- 0.43
- cashConversionGrade
- 100.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · In 2025, operating cash flow supported capital spending, distributions and net debt repayment. In the first half of 2026, operating cash flow fell to $104.5 million while repurchases were $432.2 million, dividends $154.3 million and acquisition spending $78.9 million; net borrowings reached $595 million. Actual deployment is mixed, and acquisition returns and repurchase value creation remain unestablished.
incentive alignment · 2/4 · Actual 2025 awards combined 60% performance units and 40% time-based units with three-year vesting, alongside adopted clawback and relative-volume measures. EPS-focused performance awards can benefit from repurchases, and time vesting provides incomplete performance alignment. Management ownership holdings and exceptional realized alignment are not established.
execution · 3/4 · Operating evidence demonstrates execution: 2025 operating income improved, and second-quarter 2026 NAST volumes grew with 11.6% fewer employees while outperforming the disclosed freight index. This is an operating-results assessment rather than reliance on leadership claims. Restructuring costs, spread pressure and the carrier-selection verdict remain material qualifications.
governance · 3/4 · Disclosed practices include nine independent directors out of ten, annual majority-vote elections, defined audit and related-party oversight, and adopted compensation recovery provisions. These support strong governance structures, while unresolved carrier-selection litigation cautions against assuming uniformly effective risk oversight.
Evidence
Our proprietary technology connects 75,000 customers and 450,000 contract carriers.
Business: proprietary technology and customer/carrier platform scale · Filed 13/02/2026
In 2025, our customers trusted us to manage approximately 37 million shipments and $23 billion in freight.
Business: 2025 shipments and freight under management · Filed 13/02/2026
Continued productivity growth in both NAST and Global Forwarding, which has lowered our cost to serve and increased our operating leverage.
Compensation discussion: 2025 productivity and cost-to-serve achievements · Filed 24/03/2026
Income from operations totaled $0.8 billion, up 18.8% from last year primarily due to cost optimization efforts and productivity improvements, which have reduced our operating expenses and improved operating leverage.
Compensation discussion: 2025 operating income and expense improvements · Filed 24/03/2026
28 Table of Contents NAST Segment Results of Operations Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2026 2025 % change 2026 2025 % change Total revenues $ 3,593,269 $ 2,918,227 23.1 % $ 6,540,592 $ 5,786,647 13.0 % Costs and expenses: Purchased transportation and related services 3,123,880 2,485,979 25.7 % 5,640,126 4,936,075 14.3 % Personnel expenses 158,291 158,174 0.1 % 334,387 320,984 4.2 % Other selling, general, and administrative expenses 121,253 110,083 10.1 % 231,104 221,926 4.1 % Total costs and expenses 3,403,424 2,754,236 23.6 % 6,205,617 5,478,985 13.3 % Income from operations $ 189,845 $ 163,991 15.8 % $ 334,975 $ 307,662 8.9 % Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % change 2026 2025 % change Average employee headcount 4,671 5,283 (11.6) % 4,732 5,283 (10.4) % Service line volume statistics Truckload 0.5 % (1.5) % LTL 2.0 % 2.0 % Adjusted gross profits(1) Truckload $ 261,895 $ 261,492 0.2 % $ 509,202 $ 513,498 (0.8) % LTL 183,157 150,505 21.7 % 344,833 296,859 16.2 % Other 24,337 20,251 20.2 % 46,431 40,215 15.5 % Total adjusted gross profits $ 469,389 $ 432,248 8.6 % $ 900,466 $ 850,572 5.9 % ________________________________ (1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
MD&A: NAST quarterly and half-year operating results, headcount and service volumes · Filed 31/07/2026
Our combined North American Surface Transportation ("NAST") truckload and LTL volume increased approximately 1.5 percent year-over-year in the second quarter of 2026, outperforming the Cass Freight Index, which declined 3.3 percent compared to the second quarter of 2025.
MD&A: second-quarter NAST volume versus Cass Freight Index · Filed 31/07/2026
Markets and Resources Competition The transportation services industry is highly competitive and fragmented.
Business: competitive and fragmented transportation industry · Filed 13/02/2026
We also buy from and sell transportation services to companies that compete with us.
Business: transportation purchases and sales involving competitors · Filed 13/02/2026
Most of our contractual rate commitments are for one year or less and allow for renegotiation.
Business: contractual rate duration and renegotiation · Filed 13/02/2026
As is typical in the transportation industry, most of these contracts do not include specific volume commitments.
Business: absence of specific volume commitments in most contracts · Filed 13/02/2026
The higher transactional market adjusted gross profit per transaction reflected our ability to capture higher-margin opportunities as spot market costs rose, while the lower contractual market adjusted gross profit per transaction reflected the sharper acceleration in carrier costs relative to our contractual rates, as we worked with our customers to honor our contractual commitments while actively repricing to reflect the changing market conditions.
MD&A: transactional opportunities and contractual cost/rate mismatch · Filed 31/07/2026
The Verdict included a determination by the jury that we negligently hired Lupus Superior, LLC, an independent contractor motor carrier, in connection with the transportation of a shipment of our customer's freight that was involved in a tragic, catastrophic accident in March 2021.
Note 7, Litigation: jury determination concerning carrier selection · Filed 31/07/2026
Notwithstanding this allocation, because the jury found us vicariously liable for the conduct of the motor carrier and its driver, we may be held jointly and severally liable for the entire $604 million of total monetary damages awarded.
Note 7, Litigation: potential joint and several liability · Filed 31/07/2026
We do not believe it is probable that the full amount of the judgment will be sustained, and given the extreme nature of the Verdict, no reasonable estimate of a reasonably possible loss in excess of the immaterial accrual can be made.
Note 7, Litigation: management assessment of verdict and loss uncertainty · Filed 31/07/2026
As a result of our logistics expertise, our technology, our global suite of services, and integrated modes of transportation, some of our customers have us handle all, or a substantial portion, of their freight transportation needs.
Business: customers assigning all or substantial freight needs · Filed 13/02/2026
Navisphere is also integrated into 33 third-party transportation management systems and/or enterprise resource planning systems, allowing our dynamic pricing engine to directly deliver real-time quotes to customers when they have freight to be picked up or delivered.
Business: Navisphere integrations with third-party transportation and enterprise systems · Filed 16/02/2024
As one of the world’s largest logistics platforms, our proprietary technology connects 83,000 customers and 450,000 carriers.
Business: 2024 customer and carrier platform counts · Filed 14/02/2025
The higher adjusted gross profit per transaction in our LTL services was driven primarily by stronger demand and favorable pricing dynamics as some customers shifted freight to LTL solutions in response to rising truckload transportation costs.
MD&A: realized LTL adjusted gross profit per transaction and pricing dynamics · Filed 31/07/2026
The decrease in ocean adjusted gross profit per transaction was primarily attributable to excess vessel capacity, which significantly reduced pricing across the market.
MD&A: ocean adjusted gross profit per transaction and market pricing decline · Filed 01/05/2026
Our services to the customer may be priced on a spot market, or transactional basis, or prearranged contractual rates.
Business: spot and contractual customer pricing · Filed 13/02/2026
When we enter into prearranged rate agreements for truckload services with our customers, the underlying linehaul portion of the rate is usually accompanied by a fuel surcharge agreement that allows for fuel to primarily be a pass-through cost.
Business: contractual truckload fuel surcharge pass-through · Filed 13/02/2026
CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the year ended December 31, 2025 2024 2023 OPERATING ACTIVITIES Net income $ 587,081 $ 465,690 $ 325,129 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 102,818 97,160 98,985 Provision for credit losses 8,174 6,688 (6,047) Stock-based compensation 80,070 84,590 58,169 Deferred income taxes 9,462 (80,067) (37,746) Excess tax benefit on stock-based compensation (29,153) (9,411) (11,319) Loss on disposal groups held for sale (856) 32,794 17,698 Other operating activities 8,178 20,682 5,541 Changes in operating elements: Receivables 95,359 (164,255) 607,259 Contract assets 44,283 (11,969) 68,041 Prepaid expenses and other (17,470) 60,740 (39,048) Right of use asset 55,185 (5,937) 19,255 Accounts payable and outstanding checks 10,783 (79,943) (200,843) Accrued compensation 6,264 49,681 (108,084) Accrued transportation expense (32,566) 6,756 (51,171) Accrued income taxes 64,658 15,545 (2,284) Other accrued liabilities (17,926) 12,791 (11,991) Lease liability (63,482) 5,076 (16,500) Other assets and liabilities 3,657 2,473 16,902 Net cash provided by operating activities 914,519 509,084 731,946 INVESTING ACTIVITIES Purchases of property and equipment (19,628) (22,653) (29,989) Purchases and development of software (50,915) (51,635) (54,122) Acquisitions, net of cash acquired (11,864) — — Proceeds from divestiture 27,737 — — Proceeds from sale of property and equipment — — 1,324 Net cash used for investing activities (54,670) (74,288) (82,787) FINANCING ACTIVITIES Proceeds from stock issued for employee benefit plans 159,197 114,890 56,914 Stock tendered for payment of withholding taxes (76,917) (32,217) (25,294) Repurchase of common stock (354,652) — (63,884) Cash dividends (301,376) (294,772) (291,569) Proceeds from long-term borrowings 949,000 10,000 — Payments on long-term borrowings (1,211,000) (10,000) — Proceeds from short-term borrowings 1,548,800 3,192,500 3,893,750 Payments on short-term borrowings (1,575,800) (3,396,500) (4,287,750) Net cash used for financing activities (862,748) (416,099) (717,833) Effect of exchange rates on cash and cash equivalents 7,232 (8,152) (3,284) Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale 4,333 10,545 (71,958) Plus: net decrease (increase) in cash and cash equivalents within assets held for sale 10,776 (10,307) — Cash and cash equivalents, beginning of year 145,762 145,524 217,482 Cash and cash equivalents, end of year $ 160,871 $ 145,762 $ 145,524 Supplemental cash flow disclosures Cash paid for interest 63,209 86,124 92,571 Accrued share repurchases held in other accrued liabilities 1,611 — — See accompanying notes to the consolidated financial statements.
Consolidated statements of cash flows: 2023–2025 spending, financing and shareholder distributions · Filed 13/02/2026
The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands): Six Months Ended June 30, 2026 2025 Sources (uses) of cash: Cash provided by operating activities $ 104,497 $ 333,659 Capital expenditures (33,252) (36,241) Cash used for acquisition (78,948) — Proceeds from divestiture 11,828 27,737 Cash used for investing activities (100,372) (8,504) Repurchase of common stock (432,183) (128,767) Cash dividends (154,300) (152,355) Net borrowings (payments) on debt 595,000 (24,000) Other financing activities (19,132) (27,563) Cash used for financing activities (10,615) (332,685) Effect of exchange rates on cash and cash equivalents 209 6,985 Net change in cash and cash equivalents $ (6,281) $ (545) Cash flows from operating activities.
MD&A: first-half 2026 cash sources and uses · Filed 31/07/2026
Net borrowings on debt increased primarily to fund incremental share repurchases and cash paid for an acquisitions in the six months ended June 30, 2026 compared to the prior year.
MD&A: incremental debt funding repurchases and acquisition spending · Filed 31/07/2026
Equity Mix and Vesting Terms % of Target Compensation CEO Other NEOs 40% 60% RESTRICTED STOCK UNITS (RSUs) àTime-based àThree-year ratable PERFORMANCE STOCK UNITS (PSUs) àPerformance-based àPSUs tied to three-year cumulative EPS growth In 2025, equity awards made to our NEOs consisted of PSUs and RSUs that vest over a three-year period.
Compensation discussion: actual 2025 equity awards, mix and vesting terms · Filed 24/03/2026
2022 Changes •Adopted formal peer group •Stopped paying dividends on unvested shares for grants in 2022 and forward •Adopted double trigger vesting for time-based equity awards •Changed PSU performance measures to EPS and budgeted % AGP Growth •Instituted formal Executive Severance and Change in Control Plan 2023 Changes •Disclosed peer group in proxy statement and used peer group for executive compensation pay decisions •Adopted double trigger vesting for performance-based equity awards •Removed counting of vested stock options and unvested performance shares for stock ownership guidelines •Changed PSU performance measures to 3-year cumulative EPS, 3-year cumulative AGP, and 3-year average adjusted operating margin •Changed annual incentive plan measures to blended volume growth, adjusted operating margin %, and management business objectives (MBOs) 2025 Changes •Increased our pay at risk from 50% to 60% PSUs for all NEOs •Moved to a relative volume metric in our annual incentive plan •Moved to a bonus structure based solely on financial metrics (removing MBOs) in our annual incentive plan •Adopted a supplemental compensation recovery (“clawback”) policy to reinforce commitment to our Code of Conduct •Refined peer group composition to reflect market evolution and ensure continued relevance for pay benchmarking 2024 Changes •Expanded peer group to include three additional companies based on market evolution •Removed continued vesting of equity awards after voluntary resignations and involuntary terminations not for cause and removed the associated post-vesting hold period •Adopted market-aligned retirement vesting for grants on a go-forward basis •Simplified PSU design to be based solely on three-year cumulative EPS •Adopted use of 30-day average price for the period prior to grant date to determine numbers of shares for issuance In 2025, we continued to evolve by refining our compensation program to better reflect best practices and the incentive objectives of our cyclical business.
Compensation discussion: adopted incentive and clawback changes · Filed 24/03/2026
Director Independence Our Board of Directors is currently comprised of nine independent directors and one non-independent director, who is not independent solely by virtue of serving as our Chief Executive Officer.
Corporate governance: current board independence · Filed 24/03/2026
Our Board of Directors is elected annually using a majority voting standard for any uncontested director election.
Corporate governance: annual elections and majority voting · Filed 24/03/2026
Key Responsibilities: Among other responsibilities in the Audit Committee Charter, the Audit Committee is responsible for: àReviewing and approving the scope, timing, and costs of the annual audit, and reviewing the results with management and the independent registered public accounting firm; àAppointing, retaining, compensating, overseeing, and, when appropriate, replacing the company’s independent registered public accounting firm, and assessing the auditors’ independence and objectivity at least annually, including reviewing a written independence report consistent with applicable Public Company Accounting Oversight Board requirements; àReviewing and pre‑approving all audit and permitted non‑audit services to be performed by the independent auditors; àOverseeing the internal audit function, including approving the internal audit charter, budget, and risk‑based audit plans, reviewing audit findings, and overseeing the appointment and performance of the head of internal audit; àReviewing the company’s significant accounting policies, critical accounting estimates, and financial results, including periodic financial statements, earnings releases, and related disclosures, and assessing the adequacy and effectiveness of the company’s internal control over financial reporting and disclosure controls and procedures; àReviewing the company’s risk management status, including oversight of financial, operational, and compliance risks and cybersecurity and information technology risks, except to the extent such risks are overseen by another Board committee; and àReviewing and approving related-party transactions and overseeing the administration of related‑party transaction policies.
Corporate governance: audit, internal control, risk and related-party oversight · Filed 24/03/2026
Our personnel expenses for the six months ended June 30, 2026 included $26.8 million of severance and related personnel expenses incurred in connection with our 2025 Restructuring Program.
MD&A: actual first-half 2026 restructuring personnel costs · Filed 31/07/2026
Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited, in thousands except per share data) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues: Transportation $ 4,524,773 $ 3,746,660 $ 8,168,484 $ 7,468,575 Sourcing 409,325 389,883 778,548 714,708 Total revenues 4,934,098 4,136,543 8,947,032 8,183,283 Costs and expenses: Purchased transportation and related services 3,828,412 3,092,641 6,843,722 6,174,011 Purchased products sourced for resale 367,720 350,671 704,851 642,953 Personnel expenses 338,472 335,322 691,195 683,875 Other selling, general, and administrative expenses 143,751 141,990 275,835 289,672 Total costs and expenses 4,678,355 3,920,624 8,515,603 7,790,511 Income from operations 255,743 215,919 431,429 392,772 Interest and other income/expense, net (17,878) (22,026) (26,891) (42,077) Income before provision for income taxes 237,865 193,893 404,538 350,695 Provision for income taxes 51,079 41,422 70,519 62,922 Net income 186,786 152,471 334,019 287,773 Other comprehensive income (loss) 399 28,085 (32) 38,520 Comprehensive income $ 187,185 $ 180,556 $ 333,987 $ 326,293 Basic net income per share $ 1.58 $ 1.27 $ 2.80 $ 2.39 Diluted net income per share $ 1.56 $ 1.26 $ 2.78 $ 2.37 Basic weighted average shares outstanding 118,565 120,244 119,181 120,605 Dilutive effect of outstanding stock awards 1,186 781 1,169 837 Diluted weighted average shares outstanding 119,751 121,025 120,350 121,442 See accompanying notes to the condensed consolidated financial statements.
Condensed consolidated statements of operations: quarterly and half-year operating income · Filed 31/07/2026
We compete against traditional and non-traditional logistics companies, including transportation providers that own equipment, third-party freight brokers, technology matching services, internet freight brokers, carriers offering logistics services, on-demand transportation service providers, NVOCCs, IACs, and freight forwarders.
Business: generic competitor categories · Filed 13/02/2026
If we fail to successfully integrate AI into our platform and business processes, or if we fail to keep pace with rapidly evolving AI technological developments, including attracting and retaining talented AI developers, programmers, and cybersecurity personnel, we may face a competitive disadvantage.
Risk factors: potential competitive disadvantage from AI execution or technological change · Filed 13/02/2026
