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Hunt J B Transport Services

NASDAQ: JBHT · USD

Hunt J B Transport Services (JBHT) Economic Moat Analysis63

Competitive advantages, dated evidence and erosion risks.

Narrow economic moat

JBHT has a narrow moat centered on Dedicated Contract Services: customer-specific equipment, drivers and operating arrangements create switching friction, supported by three-to-ten-year contracts and approximately 96% reported customer retention. Cost-plus pricing and contractual index increases provide some pricing protection. Intermodal utilization improvements strengthen its competitive position, but the passages do not establish a durable relative cost advantage or marketplace network effect. Competitive freight markets and realized cost pressure elsewhere prevent a wide-moat assessment.

Switching costs

DCS embeds dedicated equipment, employee drivers and tailored services into customer operations. Replacing that arrangement requires operational coordination, while long-term contracts and approximately 96% reported retention support an existing customer relationship advantage. DCS generated $3.38 billion of 2025 revenue, making this economically material.

Durability
Contracts range from three to ten years, averaging approximately five years. Cost-plus arrangements typically recover fixed costs regardless of equipment utilization. These disclosures support multiyear persistence, although contract duration is not proof that customers cannot switch or that renewals preserve favorable economics.
Competitors
Comparison not established
Erosion risks
Customers can use private fleets or competing outsourcing providers. Customer concentration creates potential bargaining pressure. Reported retention lacks a disclosed calculation and multiyear history; contractual index increases demonstrate escalation mechanisms rather than unrestricted pricing power.
What would invalidate the thesis
The thesis would weaken if repeated disclosures showed materially lower DCS retention, shortened contracts, removal of fixed-cost recovery, or deteriorating DCS economics despite contractual escalators. Sustained replacement of dedicated arrangements by customer fleets or competing providers would directly challenge the switching-friction claim.
Evidence (7) · Counterevidence (3)

Changes since the previous analysis

  • No comparable previous version; previous accepted analysis was null.

Evidence limitations

  • Assessment uses only supplied issuer passages. Source dates are filing dates: February 24, July 24 and March 11, 2026; the latest operating period supplied ends June 30, 2026.
  • Operating results and contractual disclosures support the assessment, but retention and management explanations remain issuer-reported. The approximately 96% DCS retention figure has no supplied methodology or historical series.
  • Segment competition passages identify generic alternatives. Named entities appear in shareholder-return and compensation peer groups, whose membership does not establish direct competition with DCS; competitor arrays therefore remain empty.
  • The passages do not establish exclusive railroad access, relative unit-cost leadership, marketplace participation effects or a durable brand premium. Intermodal operational improvements are demonstrated improvements, not sufficient proof of a separate moat.
  • Full contract termination, repricing and renewal provisions are absent. Observed revenue per load can reflect freight mix as well as price, and industry capacity tightening can produce cyclical rate increases.
  • The proxy supplies adopted incentives and governance practices, but complete executive beneficial ownership and all award payout details are absent. Ownership compliance includes officers still within their permitted compliance period.
  • Generic risk disclosures are treated as possible erosion channels, not realized losses. Realized counterevidence includes brokerage cost pressure, the JBT operating loss and the historical customer-relationship impairment.

Financial indicators to test against the thesis

Calculated from annual filings. Missing data remains unavailable. Detailed financial charts remain in the other topics.

Financial indicators to test against the thesis
PeriodGross marginOperating marginROICFCF margin
2021—8.6%20.8%2.3%
2022—9.0%22.5%1.6%
2023—7.7%14.7%-0.9%
2024—6.9%11.3%5.1%
2025—7.2%12.5%7.9%

Pricing power56

  • Pricing outcomes

    Observed outcomes are positive but uneven: DCS productivity excluding fuel rose 2%, primarily through contractual index increases; JBI revenue per load excluding fuel rose 1%; ICS rates and JBT revenue per load increased more strongly. Capacity tightening and mix limit attribution to enduring pricing power.

  • Customer demand

    Approximately 96% reported DCS customer retention supports strong repeat demand alongside contractual rate escalation. This applies to DCS; groupwide retention and a historical series are not supplied.

  • Margin resilience

    Cost-plus fixed-cost recovery, historical recovery of most fuel increases and DCS operating improvements support partial resilience. ICS gross-margin compression and JBT's operating loss demonstrate incomplete recovery of purchased transportation costs.

  • Pricing freedom

    JBHT discloses pricing discretion and DCS escalation mechanisms, but JBI quotes are usually static for one year and DCS terms are negotiated over longer periods. These are meaningful pricing tools with contractual and competitive constraints.

Management63

  • Capital discipline

    Capital spending declined substantially, and first-half 2026 operating cash flow funded net equipment investment, dividends, repurchases and substantial net debt repayment. However, 2025 repurchases and dividends nearly consumed operating cash flow after net equipment investment; historical acquisition impairment and mixed growth outcomes temper the assessment. Certified three-year relative ROIC at the 75th percentile is supportive, while EBITDA CAGR was negative.

  • Incentive alignment

    The company adopted performance-linked cash incentives and granted ROIC-conditioned equity with multiyear vesting. Ownership requirements and actual issuance of shares for vested awards support implemented alignment. The 2025 performance awards remain conditional, and the ownership disclosure allows a compliance grace period.

  • Execution

    JBI load growth, fewer empty moves, improved dray productivity and DCS cost improvements demonstrate operating execution beyond management aspirations. Performance remains uneven: 2025 group operating income was below 2023, and JBT incurred a second-quarter 2026 loss. These are operating results, not proof of management's sole causal contribution.

  • Governance

    A majority-independent board, independent committees and a written compensation recovery policy provide substantive safeguards. The absence of formal related-party review procedures and disclosed late ownership filings are concrete weaknesses; the passages do not establish exceptional governance effectiveness.

Sources and methodology

Current publication · Updated 18/10/2026 · Version 3

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

Moat63

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

structural advantage · 3/4 · DCS has demonstrated customer-specific operational integration, multiyear contracts and high reported retention. This supports meaningful switching friction in a material segment; it does not establish a comparable advantage throughout JBHT.

durability · 2/4 · Contracts averaging approximately five years support persistence, but renewal economics and retention history are absent. Competitive alternatives remain available, and a customer-relationship impairment demonstrates that relationships can lose value.

customer dependency · 3/4 · Dedicated drivers, equipment and customized services create operational dependency, corroborated by approximately 96% reported DCS retention. This is direct retention evidence, although its calculation and customer-level concentration are not supplied.

erosion resilience · 2/4 · DCS fixed-cost recovery and contractual escalators provide protection, while intermodal productivity improved. ICS cost compression and JBT losses show that this protection does not extend consistently across the group.

Pricing power56

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 2/4 · Observed outcomes are positive but uneven: DCS productivity excluding fuel rose 2%, primarily through contractual index increases; JBI revenue per load excluding fuel rose 1%; ICS rates and JBT revenue per load increased more strongly. Capacity tightening and mix limit attribution to enduring pricing power.

retention · 3/4 · Approximately 96% reported DCS customer retention supports strong repeat demand alongside contractual rate escalation. This applies to DCS; groupwide retention and a historical series are not supplied.

margin resilience · 2/4 · Cost-plus fixed-cost recovery, historical recovery of most fuel increases and DCS operating improvements support partial resilience. ICS gross-margin compression and JBT's operating loss demonstrate incomplete recovery of purchased transportation costs.

contractual freedom · 2/4 · JBHT discloses pricing discretion and DCS escalation mechanisms, but JBI quotes are usually static for one year and DCS terms are negotiated over longer periods. These are meaningful pricing tools with contractual and competitive constraints.

Predictability70

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 (%)
25.00
Revenue growth volatility (pp)
13.09
Positive FCF years (%)
80.00
FCF margin volatility (pp)
3.04

Financial strength65

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
92.17
netDebtEbitGrade
66.49
interestCoverageGrade
95.48
currentRatioGrade
6.31
Debt / FCF (x)
1.55
Net debt / operating income (x)
1.68
Interest coverage (x)
11.50
Current ratio (x)
0.83

Capital allocation86

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 (%)
16.82
3-year average dilution (%)
-2.29
3-year average SBC / revenue (%)
0.59
cashConversionGrade
76.29

Management63

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · Capital spending declined substantially, and first-half 2026 operating cash flow funded net equipment investment, dividends, repurchases and substantial net debt repayment. However, 2025 repurchases and dividends nearly consumed operating cash flow after net equipment investment; historical acquisition impairment and mixed growth outcomes temper the assessment. Certified three-year relative ROIC at the 75th percentile is supportive, while EBITDA CAGR was negative.

incentive alignment · 3/4 · The company adopted performance-linked cash incentives and granted ROIC-conditioned equity with multiyear vesting. Ownership requirements and actual issuance of shares for vested awards support implemented alignment. The 2025 performance awards remain conditional, and the ownership disclosure allows a compliance grace period.

execution · 3/4 · JBI load growth, fewer empty moves, improved dray productivity and DCS cost improvements demonstrate operating execution beyond management aspirations. Performance remains uneven: 2025 group operating income was below 2023, and JBT incurred a second-quarter 2026 loss. These are operating results, not proof of management's sole causal contribution.

governance · 2/4 · A majority-independent board, independent committees and a written compensation recovery policy provide substantive safeguards. The absence of formal related-party review procedures and disclosed late ownership filings are concrete weaknesses; the passages do not establish exceptional governance effectiveness.

Evidence

Contracts with our customers are long-term, ranging from three to 10 years, with the average being approximately five years.

Business / DCS contract duration · Filed 24/02/2026

Pricing of our contracts typically involves cost-plus arrangements, with our fixed costs being recovered regardless of equipment utilization, but is customized based on the amount of invested capital and the duration of the contract.

Business / DCS cost-plus pricing and fixed-cost recovery · Filed 24/02/2026

Dedicated Contract Services® (DCS®) - DCS segment business includes company-owned and customer-owned, DCS-operated revenue equipment and employee drivers assigned to a specific customer, traffic lane, or service.

Revenue recognition / DCS customer-specific equipment and drivers · Filed 24/02/2026

We also provide customized freight movement, revenue equipment, labor, systems, and delivery services that are tailored to meet individual customers’ requirements and typically involve long-term contracts.

Business overview / customized dedicated services · Filed 24/07/2026

Customer retention rates are approximately 96%.

Results of operations / DCS customer retention · Filed 24/07/2026

Productivity, excluding fuel surcharge revenue, increased 2%, primarily due to contractual index-based rate increases.

Results of operations / DCS productivity excluding fuel and contractual rate increases · Filed 24/07/2026

DCS revenue for 2025 was $3.38 billion.

Business / DCS 2025 revenue · Filed 24/02/2026

The diversified nature of the services provided by our DCS and FMS segments attracts competition from customers’ private fleets, other private fleet outsourcing companies, equipment leasing companies, local and regional delivery service providers, and some truckload carriers.

Competition and the industry / DCS and FMS alternatives · Filed 24/02/2026

20 Risks Related to Our Business ● We derive a significant portion of our revenue from a few major customers, the loss of one or more of which could have a material adverse effect on our business.

Risk factors / major-customer concentration · Filed 24/07/2026

The increase is primarily due to increased revenue, lower group medical benefit expenses, and continued progress on the initiative to lower our cost to serve, partially offset by increased insurance premium and equipment-related costs and increased new business onboarding costs over the past year.

Results of operations / DCS cost improvements and offsets · Filed 24/07/2026

We compete with other transportation service companies primarily in terms of price, on-time pickup and delivery service, availability and type of equipment capacity, and availability of carriers for logistics services.

Competition and the industry / price and service competition · Filed 24/02/2026

Revenue per load, excluding fuel surcharge revenue, increased 1% compared to the second quarter 2025.

Results of operations / JBI revenue per load excluding fuel · Filed 24/07/2026

Overall volumes increased 19% compared to the second quarter 2025, while revenue per load increased 26%, primarily due to higher rates across both contractual and spot volume.

Results of operations / ICS volume and realized rates · Filed 24/07/2026

Gross profit margin decreased to 12.5% in the second quarter 2026, compared to 15.5% in 2025 due to increased purchased transportation expense as third party capacity has tightened across the industry.

Results of operations / ICS purchased transportation costs and gross margin · Filed 24/07/2026

Revenue, excluding fuel surcharge revenue, increased 28% primarily due to a 14% increase in load volume and a 13% increase in revenue per load, excluding fuel surcharge revenue, compared to second quarter 2025.

Results of operations / JBT volume and revenue per load excluding fuel · Filed 24/07/2026

JBT segment had an operating loss of $1.3 million in the second quarter 2026, compared with operating income of $3.4 million during second quarter 2025.

Results of operations / JBT realized operating loss · Filed 24/07/2026

The decrease is primarily due to increased purchased transportation costs as third party capacity has tightened across the industry, which led to a 12% decrease in gross profit.

Results of operations / JBT purchased transportation pressure · Filed 24/07/2026

Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges.

Market risk / historical fuel surcharge recovery · Filed 24/07/2026

We invoice our customers, and we maintain discretion over pricing.

Revenue recognition / pricing discretion · Filed 24/02/2026

JBI performs these services primarily through contractual rate quotes with customers that are held static for a period of time, usually one year.

Revenue recognition / JBI rates usually fixed for one year · Filed 24/02/2026

The increase is primarily due to strong volume growth, increased productivity in the dray network, lower proportion of empty container moves, lower container storage costs, and continued execution on initiatives to lower our cost to serve.

Results of operations / JBI productivity and cost improvements · Filed 24/07/2026

Load volumes during the second quarter 2026 increased 10% over the same period 2025 and gross revenue per load increased 11%, compared to a year ago.

Results of operations / JBI load growth · Filed 24/07/2026

A summary of certain segment information is presented below (in millions): Assets (Excludes intercompany accounts) December 31, 2025 2024 2023 JBI $ 3,324 $ 3,507 $ 3,391 DCS 2,070 2,195 2,355 ICS 286 288 350 FMS 485 544 634 JBT 364 389 419 Total segment assets 6,529 6,923 7,149 Other (includes corporate) 1,398 1,389 1,439 Total $ 7,927 $ 8,312 $ 8,588 55 Net Capital Expenditures (1) For The Twelve Months Ended December 31, 2025 2024 2023 JBI $ 163 $ 322 $ 536 DCS 228 153 716 ICS 1 20 2 FMS 10 15 36 JBT 1 14 30 Total segment net capital expenditures 403 524 1,320 Other (includes corporate) 172 150 280 Total $ 575 $ 674 $ 1,600 Revenues and Operating Income/(Loss) For The Year ended December 31, 2025 JBI DCS ICS FMS JBT Intersegment Eliminations Consolidated Total operating revenues $ 5,975 $ 3,376 $ 1,109 $ 824 $ 734 $ (19 ) $ 11,999 Operating expenses: Rents, purchased transportation, and fuel 3,716 430 958 306 547 Salaries, wages and employee benefits 877 1,531 67 286 41 Depreciation and amortization 247 317 8 45 26 Operating supplies and expenses 259 283 7 38 30 Insurance and claims 115 174 16 23 25 General and administrative expenses, including asset dispositions 278 205 62 92 42 Other segment items (2) 33 59 1 7 2 Total operating expenses 5,525 2,999 1,119 797 713 (19 ) 11,134 Operating Income (3) $ 450 $ 377 $ (10 ) $ 27 $ 21 $ - $ 865 Revenues and Operating Income/(Loss) For The Year ended December 31, 2024 JBI DCS ICS FMS JBT Intersegment Eliminations Consolidated Total operating revenues $ 5,956 $ 3,396 $ 1,141 $ 910 $ 702 $ (18 ) $ 12,087 Operating expenses: Rents, purchased transportation, and fuel 3,791 451 967 330 509 Salaries, wages and employee benefits 844 1,528 79 310 43 Depreciation and amortization 249 330 35 46 36 Operating supplies and expenses 244 276 8 41 27 Insurance and claims 106 173 21 14 20 General and administrative expenses, including asset dispositions 260 202 86 101 44 Other segment items (2) 32 60 1 8 2 Total operating expenses 5,526 3,020 1,197 850 681 (18 ) 11,256 Operating Income (3) $ 430 $ 376 $ (56 ) $ 60 $ 21 $ - $ 831 56 Revenues and Operating Income/(Loss) For The Year ended December 31, 2023 JBI DCS ICS FMS JBT Intersegment Eliminations Consolidated Total operating revenues $ 6,208 $ 3,543 $ 1,390 $ 918 $ 789 $ (18 ) $ 12,830 Operating expenses: Rents, purchased transportation, and fuel 3,986 538 1,225 319 574 Salaries, wages and employee benefits 808 1,552 87 325 50 Depreciation and amortization 256 327 6 48 44 Operating supplies and expenses 228 285 8 45 31 Insurance and claims 100 161 30 23 23 General and administrative expenses, including asset dispositions 230 214 77 101 48 Other segment items (2) 31 61 1 10 3 Total operating expenses 5,639 3,138 1,434 871 773 (18 ) 11,837 Operating Income (3) $ 569 $ 405 $ (44 ) $ 47 $ 16 $ - $ 993 (1) Net capital expenditures report the additions to property and equipment, net of proceeds from the sale of property and equipment.

Note 13 / 2023–2025 segment results and capital expenditures · Filed 24/02/2026

Consolidated Statements of Cash Flows Years Ended December 31, 2025, 2024 and 2023 (in thousands) 2025 2024 2023 Cash flows from operating activities: Net earnings $ 598,282 $ 570,886 $ 728,287 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 714,785 761,141 737,954 Noncash lease expense 96,007 100,178 97,666 Share-based compensation 71,753 65,686 79,189 Loss on sale of revenue equipment and other 13,739 14,557 27,806 Deferred income taxes 12,056 (89,848 ) 65,566 Changes in operating assets and liabilities: Trade accounts receivable 63,796 110,746 259,449 Income taxes receivable or payable 81,854 (26,182 ) 12,165 Other current assets 17,684 94,639 (39,351 ) Trade accounts payable 59,416 (109,806 ) (48,346 ) Claims accruals 61,074 48,137 18,429 Accrued payroll and other accrued expenses (112,174 ) (56,978 ) (194,196 ) Net cash provided by operating activities 1,678,272 1,483,156 1,744,618 Cash flows from investing activities: Additions to property and equipment (730,687 ) (865,373 ) (1,862,431 ) Proceeds from sale of equipment 155,913 190,967 262,216 Proceeds from sale of investment - 6,929 - Business acquisitions - 3,785 (85,000 ) Net cash used in investing activities (574,774 ) (663,692 ) (1,685,215 ) Cash flows from financing activities: Proceeds from long-term debt 750,000 - - Payments on long-term debt (500,000 ) (250,000 ) - Proceeds from revolving lines of credit and other 2,476,800 3,070,600 2,223,600 Payments on revolving lines of credit and other (2,740,542 ) (2,920,600 ) (1,911,100 ) Purchase of treasury stock (923,292 ) (513,924 ) (159,576 ) Stock repurchased for payroll taxes and other (25,115 ) (36,358 ) (37,012 ) Dividends paid (171,048 ) (175,543 ) (173,898 ) Net cash used in financing activities (1,133,197 ) (825,825 ) (57,986 ) Net (decrease)/increase in cash and cash equivalents (29,699 ) (6,361 ) 1,417 Cash and cash equivalents at beginning of year 46,983 53,344 51,927 Cash and cash equivalents at end of year $ 17,284 $ 46,983 $ 53,344 Supplemental disclosure of cash flow information: Cash paid during the year for: Interest $ 66,561 $ 80,861 $ 65,561 Income taxes $ 123,504 $ 305,103 $ 135,385 Noncash investing activities Accruals for equipment received $ 24,170 $ 73,906 $ 44,692 See Notes to Consolidated Financial Statements.

Consolidated statements of cash flows / 2023–2025 · Filed 24/02/2026

Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net earnings $ 322,587 $ 246,364 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 360,020 356,456 Noncash lease expense 44,933 48,884 Share-based compensation 38,084 38,107 Loss on sale of revenue equipment and other 3,708 9,362 Deferred income taxes 3,203 (30,879 ) Changes in operating assets and liabilities: Trade accounts receivable (300,900 ) 41,992 Other assets 56,005 65,101 Trade accounts payable 117,948 41,419 Income taxes payable or receivable 56,055 (4,793 ) Claims accruals 17,125 20,894 Accrued payroll and other accrued expenses 4,498 (26,662 ) Net cash provided by operating activities 723,266 806,245 Cash flows from investing activities: Additions to property and equipment (227,175 ) (462,291 ) Net proceeds from sale of equipment 82,228 63,212 Net cash used in investing activities (144,947 ) (399,079 ) Cash flows from financing activities: Proceeds from issuances of long-term debt 475,000 750,000 Payments on long-term debt (825,000 ) (500,000 ) Proceeds from revolving lines of credit and other 930,800 1,666,600 Payments on revolving lines of credit and other (903,600 ) (1,676,202 ) Purchase of treasury stock (177,831 ) (552,911 ) Stock repurchased for payroll taxes and other (5,796 ) (4,098 ) Dividends paid (85,014 ) (86,637 ) Net cash used in financing activities (591,441 ) (403,248 ) Net change in cash and cash equivalents (13,122 ) 3,918 Cash and cash equivalents at beginning of period 17,284 46,983 Cash and cash equivalents at end of period $ 4,162 $ 50,901 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 43,626 $ 32,568 Income taxes $ 38,559 $ 121,026 Noncash investing activities Accruals for equipment received $ 42,966 $ 41,789 See Notes to Condensed Consolidated Financial Statements.

Condensed consolidated statements of cash flows / first half 2026 and 2025 · Filed 24/07/2026

The Compensation Committee certified in March 2025 that the Company achieved an EBITDA compound annual growth rate of -0.2% and ROIC relative to the peer group at the 75th percentile for the three-year performance period ended December 31, 2024.

Executive compensation / certified historical ROIC and EBITDA performance · Filed 11/03/2026

On January 23, 2025, the Compensation Committee approved and adopted a modified performance-based annual cash incentive program for our NEOs related to the Company’s operating income, revenue, excluding fuel surcharge revenue, and safety performance (company bonus plan).

Executive compensation / adopted 2025 annual incentive program · Filed 11/03/2026

Performance-based equity awards granted to our NEOs in 2025 cliff vest at the end of a three-year performance period based on cumulative ROIC goals.

Executive compensation / granted 2025 performance equity and ROIC conditions · Filed 11/03/2026

Position Ownership Multiple of Base Salary Chief Executive Officer 6 times Executive Vice Presidents 3.5 times Senior Vice Presidents 2.75 times Vice Presidents 2.5 times The Compensation Committee has determined that all of the Company’s officers and members of senior management covered by these guidelines had met their ownership goals or were within the permitted period of time to meet such goals as of December 31, 2025.

Executive compensation / ownership guidelines and compliance qualification · Filed 11/03/2026

During the six months ended June 30, 2026, we issued 43,550 shares for vested restricted share units and 81,508 shares for vested performance share units.

Share-based compensation / shares issued for vested awards · Filed 24/07/2026

Governance Highlights We believe that good corporate governance helps to ensure the Company is managed for the long-term benefit of all of our stakeholders and accordingly observe the following key corporate governance principles: Director Independence The Company maintains a Board of Directors comprised of a majority of individuals who satisfy the criteria for independence under the Nasdaq listing standards.

Governance highlights / majority-independent board · Filed 11/03/2026

Board Committees The Company requires all committees of the Board be comprised solely of independent directors and formal charters have been established outlining the purpose, composition, and responsibility of each committee, with all having authority to retain outside, independent advisors, and consultants as needed.

Governance highlights / independent committees and advisor authority · Filed 11/03/2026

The Committee does not currently have any formal policy or procedures with respect to its review and approval of related-party transactions but considers each such transaction or proposed transaction on a case-by-case basis.

Related-party transactions / absence of formal review procedures · Filed 11/03/2026

To the Company’s knowledge, based solely on a review of such reports filed electronically with the SEC and written representations from the reporting persons that no other reports were required, all Section 16(a) filings were made in a timely manner, with the exception of the following: Eric McGee, former executive officer, had two late filings to report the sale and purchase of shares in his 401(k) account due to delayed plan notification; Brad Delco had one late filing to report his initial beneficial ownership of shares due to a delay in SEC approval of his Form ID application; and Spencer Frazier had fourteen dividend reinvestment acquisitions of shares in a personal brokerage account from 2022 through 2025 and a purchase of shares by his spouse during 2025, which were reported in 2026 and were reportable on six reports had they been timely filed.

Governance / late beneficial-ownership filings · Filed 11/03/2026

Recovery of Awards The Company has a written policy for the recovery of erroneously awarded incentive-based compensation, in accordance with the NASDAQ and SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Executive compensation / adopted compensation recovery policy · Filed 11/03/2026

During the year ending December 31, 2024, we recorded expense of $14.4 million for the impairment of certain customer relationships intangible assets related to the BNSFL acquisition.

Intangible assets / realized customer-relationship impairment · Filed 24/02/2026

Publication history

Publication history
VersionUpdatedCompetitive advantage
318/10/2026narrow
218/10/2026narrow
118/10/2026Unavailable

Sources

Research methodology and limitations · What is an economic moat?