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What changed in Knight-Swift Transportation Holdings Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Knight-Swift Transportation Holdings Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+386 added−371 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in Knight-Swift Transportation Holdings Inc.'s 2025 10-K

386 paragraphs added · 371 removed · 307 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

95 edited+33 added−26 removed145 unchanged
Biggest changeIf ARB seeks to adopt and implement the ACF in the future, it could materially and negatively impact our business by increasing our compliance obligations, operating costs, and related expenses. The periodic testing portion of California’s Clean Truck Check (as a part of ARB's Clean Truck program), known as Phase 3 of the Clean Truck Check, began in July 2024.
Biggest changeThe periodic testing portion of California’s Clean Truck Check (as a part of ARB's Clean Truck program), known as Phase 3 of the Clean Truck Check, began in 2024. Under Phase 3, heavy duty vehicles are subject to periodic emissions testing and annual compliance fees, which, if applicable, could increase our operating costs and related expenses.
The petition was generally disfavored by transportation industry participants, citing, among other things, the petition’s failure to address privacy and data security risks. It remains to be seen what rules, if any, may stem from this notice. However, in February 2023 the FMCSA announced a new operational test for monitoring and enforcing driver and motor carrier safety compliance standards.
The petition was generally disfavored by transportation industry participants, citing, among other things, the petition’s failure to address privacy and data security risks. It remains to be seen what rules, if any, may stem from this notice. However, in 2023 the FMCSA announced a new operational test for monitoring and enforcing driver and motor carrier safety compliance standards.
It is unclear if other jurisdictions will adopt this view, or if any legislation will result from this holding. If so, this could have a material adverse effect on our business, financial condition, and results of operations. In November 2023, a bill was introduced to Congress that would eliminate an exclusion of truck drivers from receiving overtime pay.
It is unclear if other jurisdictions will adopt this view, or if any legislation will result from this holding. If so, this could have a material adverse effect on our business, financial condition, and results of operations. In 2023, a bill was introduced to Congress that would eliminate an exclusion of truck drivers from receiving overtime pay.
In June 2023, a final rule became effective amending the DOT’s drug testing program to include oral fluid testing; however, implementation cannot take effect until DHHS approves at least two laboratories to conduct oral fluid testing. Currently, DHHS has not approved any laboratories. Any changes to drug testing programs may reduce the number of available drivers.
In 2023, a final rule became effective amending the DOT’s drug testing program to include oral fluid testing; however, implementation cannot take effect until DHHS approves at least two laboratories to conduct oral fluid testing. Currently, DHHS has not approved any laboratories. Any changes to drug testing programs may reduce the number of available drivers.
In February 2023, the FMCSA issued a supplemental notice of proposed rulemaking requesting additional information on automated driving systems ("ADS") and seeking comment on regulatory approaches that would enable it to obtain relevant safety information and the current and anticipated size of the population of carriers operating ADS-equipped commercial motor vehicles.
In 2023, the FMCSA issued a supplemental notice of proposed rulemaking requesting additional information on automated driving systems ("ADS") and seeking comment on regulatory approaches that would enable it to obtain relevant safety information and the current and anticipated size of the population of carriers operating ADS-equipped commercial motor vehicles.
Industry groups are generally in favor of additional funding to improve parking infrastructure as a lack of available parking has negatively impacted the industry as a whole, including the Company and its subsidiaries. Brokerage Liability Recently, federal courts have reached different decisions on the issue of whether preemption applies to broker liability.
Industry groups are generally in favor of additional funding to improve parking infrastructure as a lack of available parking has negatively impacted the industry as a whole, including the Company and its subsidiaries. Brokerage Liability Federal courts have reached different decisions on the issue of whether preemption applies to broker liability.
In January 2024, the Advanced Clean Fleets ("ACF") regulation became effective, also aimed at transitioning to zero emission vehicles. ACF is a purchase requirement for medium and heavy-duty fleets to adopt an increasing percentage of zero emission trucks, designed to complement the sell-side obligations of ACT.
In 2024, the Advanced Clean Fleets ("ACF") regulation became effective, also aimed at transitioning to zero emission vehicles. ACF is a purchase requirement for medium and heavy-duty fleets to adopt an increasing percentage of zero emission trucks, designed to complement the sell-side obligations of ACT.
The final rule was effective in December 2016. However, implementation of the Phase 2 Standards as they relate to trailers was successfully challenged in the US Court of Appeals for the District of Columbia. As a result, the Phase 2 Standards will only require reductions in emissions and fuel consumption for tractors.
The final rule was effective in December 2016. However, implementation of the Phase 2 Standards as they relate to trailers was successfully challenged in the US Court of Appeals for the District of Columbia. As a result, the Phase 2 Standards only require reductions in emissions and fuel consumption for tractors.
In March 2024, the FMCSA began proof-of-concept testing to determine whether the technology required for electronic identification systems is sufficient and the information and data being provided is secure, reliable, and useful for the FMCSA.
In 2024, the FMCSA began proof-of-concept testing to determine whether the technology required for electronic identification systems is sufficient and the information and data being provided is secure, reliable, and useful for the FMCSA.
The Board is primarily responsible for succession planning for the CEO, but also participates in succession planning discussions for other executive officer positions. We believe that our culture, compensation structure, long-term equity program, and robust training and development program provide motivation for talented leaders to remain with the Company. 12 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
The Board is primarily responsible for succession planning for the CEO, but also participates in succession planning discussions for other executive officer positions. We believe that our culture, compensation structure, long-term equity program, and robust training and development program provide motivation for talented leaders to remain with the Company. 13 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
In November 2024, a new rule referred to by the FMCSA as "Clearinghouse II," a program which relates to drivers with drug and alcohol violations, took effect.
In 2024, a new rule referred to by the FMCSA as "Clearinghouse II," a program which relates to drivers with drug and alcohol violations, took effect.
Customers Our customers are typically large corporations in the retail (including discount, general merchandise, and online retail), food and beverage, consumer products, paper products, transportation and logistics, housing and building, automotive, and manufacturing industries. Many of our customers have extensive operations, geographically distributed locations, and diverse shipping needs. 10 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Customers Our customers are typically large corporations in the retail (including discount, general merchandise, and online retail), food and beverage, consumer products, paper products, transportation and logistics, housing and building, automotive, and manufacturing industries. Many of our customers have extensive operations, geographically distributed locations, and diverse shipping needs. 11 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We currently perform hair follicle testing and will continue to monitor any developments in this area. Finally, federal drug regulators have announced a proposal to add fentanyl to a drug testing panel that would detect the use of such drug among safety-sensitive federal employees, which would include truck drivers if adopted by the DOT.
We currently perform hair follicle testing and will continue to monitor any developments in this area. Finally, federal drug regulators have announced a proposal to add fentanyl and norfentanyl to a drug testing panel that would detect the use of such drugs among safety-sensitive federal employees, which would include truck drivers if adopted by the DOT.
Intermodal Segment Our operating strategy for our Intermodal segment is to complement our regional operating model, allowing us to better serve customers in longer haul lanes, while leveraging our investments in fixed assets. We have intermodal agreements with most major North American rail carriers. 9 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Intermodal Segment Our operating strategy for our Intermodal segment is to complement our regional operating model, allowing us to better serve customers in longer haul lanes, while leveraging our investments in fixed assets. We have intermodal agreements with most major North American rail carriers. 10 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We primarily store fuel in above-ground storage tanks at most of our other bulk fueling terminals. We believe that we are 13 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. sufficiently in compliance with applicable environmental laws and regulations relating to the storage and dispensing of fuel.
We primarily store fuel in above-ground storage tanks at most of our other bulk fueling terminals. We believe that we are 14 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. sufficiently in compliance with applicable environmental laws and regulations relating to the storage and dispensing of fuel.
The diverse and premium services we offer provide a comprehensive approach to supply chain solutions for our customers. At December 31, 2024, we had a sales staff of approximately 200 individuals across the US and Mexico, who work closely with management to establish and expand accounts.
The diverse and premium services we offer provide a comprehensive approach to supply chain solutions for our customers. At December 31, 2025, we had a sales staff of approximately 200 individuals across the US and Mexico, who work closely with management to establish and expand accounts.
The CPDP expanded the types of eligible crashes, modified the Safety Measurement System ("SMS") to exclude crashes with not preventable determinations from the prioritization algorithm and noted the not preventable determinations in the Pre-Employment Screening Program. Currently, CSA scores generally do not have a direct impact on a carrier's safety rating.
The CPDP expands the types of eligible crashes, modified the Safety Measurement System ("SMS") to exclude crashes with not preventable determinations from the prioritization algorithm and noted the not preventable determinations in the Pre-Employment Screening Program. Currently, CSA scores generally do not have a direct impact on a carrier's safety rating.
The Company’s new tractor purchases in 2024 complied with the emission and fuel consumption reductions required by the Phase 2 Standards. Even though the trailer provisions of the Phase 2 Standards have been removed, we will still need to ensure the majority of our fleet is compliant with the California Phase 2 Standards.
The Company’s new tractor purchases in 2025 complied with the emission and fuel consumption reductions required by the Phase 2 Standards. Even though the trailer provisions of the Phase 2 Standards have been removed, we will still need to ensure the majority of our fleet is compliant with the California Phase 2 Standards.
Revenue Equipment We operate a modern fleet of company tractors intended to help attract and retain driving associates, promote safe operations, and reduce maintenance and repair costs. In 2024, we obtained our revenue equipment through a combination of cash purchases and finance leases.
Revenue Equipment We operate a modern fleet of company tractors intended to help attract and retain driving associates, promote safe operations, and reduce maintenance and repair costs. In 2025, we obtained our revenue equipment through a combination of cash purchases and finance leases.
The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov . 23 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov . 24 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
The FMCSA’s decision has been appealed by labor groups and multiple lawsuits have been filed in federal courts seeking to overturn the decision. In 2021, the Ninth Circuit Court of Appeals upheld the FMCSA’s determination that federal law does preempt California's meal and rest break laws, as applied to drivers of property-carrying commercial motor vehicles.
The FMCSA’s decision has been appealed by labor groups and multiple lawsuits have been filed in federal courts seeking to overturn the decision. In 2021, the Ninth Circuit Court of Appeals upheld the FMCSA’s determination that federal law preempts California's meal and rest break laws, as applied to drivers of property-carrying commercial motor vehicles.
With Clearinghouse II now in effect, states will be required to query the Clearinghouse when issuing, renewing, transferring, or upgrading a commercial driver’s license and must revoke a driver’s commercial driving privileges if such driver is prohibited from driving a motor vehicle for one or more drug or alcohol violations.
With Clearinghouse II now in effect, states are required to query the Clearinghouse when issuing, renewing, transferring, or upgrading a commercial driver’s license and must revoke a driver’s commercial driving privileges if such driver is prohibited from driving a motor vehicle for one or more drug or alcohol violations.
Among other changes, the rule allows brokers or freight forwarders to meet regulatory requirements to have “assets readily available” by maintaining trusts that meet certain criteria, including that they can be liquidated within seven calendar days of an event that triggers a payment from the trust.
Among other changes, the modified regulations allows brokers or freight forwarders to meet regulatory requirements to have “assets readily available” by maintaining trusts that meet certain criteria, including that they can be liquidated within seven calendar days of an event that triggers a payment from the trust.
While we electronically govern the speed of substantially all of our company tractors and require our independent contractors to comply with the Company's speed policy, such legislation could result in a decrease in fleet production and driver availability, either of which could adversely affect our business or operations.
While we electronically govern the speed of substantially all of our company tractors and require our independent contractors to comply with the Company's speed policy, such legislation or future rules could result in a decrease in fleet production and driver availability, either of which could adversely affect our business, operations, or profitability.
Safety and Fitness Ratings There are currently two methods of evaluating the safety and fitness of carriers: CSA, which evaluates and ranks fleets on certain safety-related standards by analyzing data from recent safety events and investigation results, and the DOT safety rating, which is based on an on-site investigation and affects a carrier's ability to operate in interstate commerce.
Safety and Fitness Ratings There are currently two methods of evaluating the safety and fitness of carriers: CSA, which evaluates and ranks fleets on certain safety-related standards by analyzing data from recent safety events and investigation results, and the DOT safety rating, which is based on an on-site investigation or remote compliance review and affects a carrier's ability to operate in interstate commerce.
Wage and Hour Legislation In 2018, the FMCSA granted a petition filed by the American Trucking Associations and in doing so determined that federal law does preempt California’s wage and hour laws, and interstate truck drivers are not subject to such laws.
Wage and Hour Legislation In 2018, the FMCSA granted a petition filed by the American Trucking Associations and in doing so determined that federal law preempts California’s wage and hour laws, and interstate truck drivers are not subject to such laws.
In November 2024, the FMCSA published a notice announcing a revised SMS methodology implementing certain changes proposed in the February 2023 notice, including, among other changes, (i) rebranding BASICs as "Compliance Categories" and revising certain categories, (ii) consolidating existing road violations into simplified and distinct violation groups and simplifying the scale used to measure the severity of violations, (iii) adjusting intervention thresholds, and (iv) revising the SMS methodology to focus more heavily on recent violations.
In 2024, the FMCSA published a notice announcing a revised SMS methodology, including, among other changes, (i) rebranding BASICs as "Compliance Categories" and revising certain categories, (ii) consolidating existing road violations into simplified and distinct violation groups and simplifying the scale used to measure the severity of violations, (iii) adjusting intervention thresholds, and (iv) revising the SMS methodology to focus more heavily on recent violations.
In 2025 and beyond, we will continue to monitor the appropriateness of this relatively short tractor trade-in cycle against the lower capital expenditure and financing costs of a longer tractor trade-in cycle, based on current and future business needs. 11 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
In 2026 and beyond, we will continue to monitor the appropriateness of this relatively short tractor trade-in cycle against the lower capital expenditure and financing costs of a longer tractor trade-in cycle, based on current and future business needs. 12 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
In June 2023, the FMCSA and NHTSA issued a joint proposed rule that would require automated emergency braking on all new heavy-duty trucks. Additionally, in April 2023, NHTSA issued an advance notice of proposed rulemaking that would require side underride guards to be installed on all new heavy-duty trucks.
In 2023, the FMCSA and NHTSA issued a joint proposed rule that would require automated emergency braking on all new heavy-duty trucks. Additionally, in 2023, NHTSA issued an advance notice of proposed rulemaking that would require side underride guards to be installed on all new trailers and semi-trailers.
However, given legal challenges to the ACF and a lack of public support for environmental regulation from the current administration, ARB withdrew its request for the EPA to provide a waiver of certain federal regulations necessary for ARB to impose the environmental restrictions and mandates in the ACF that are more stringent than federal law, which effectively tabled the ACF.
However, given legal challenges to the ACF and a lack of public support for environmental regulation from the current administration, the State of California's Air Resources Board ("ARB") withdrew its request for the EPA to provide a waiver of certain federal regulations necessary for ARB to impose the environmental restrictions and mandates in the ACF that are more stringent than federal law, which effectively tabled the ACF.
Additionally, in October 2023, California enacted two bills into law, Senate Bill 253 ("SB 253") and Senate Bill 261 ("SB 261"), which could require certain companies doing business in California to disclose greenhouse gas ("GHG") emissions and climate-related financial risks, with reporting beginning in 2026.
Additionally, in October 2023, California enacted two bills into law, Senate Bill 253 ("SB 253") and Senate Bill 261 ("SB 261"), which could require certain companies doing business in California to disclose greenhouse gas ("GHG") emissions and climate-related financial risks.
Such changes can negatively impact our productivity and affect our operations and profitability by reducing the number of hours per day or week our driving associates and independent contractors may operate and/or disrupting our network. No such changes are currently proposed.
Such changes can negatively impact our productivity and affect our operations and profitability by reducing the number of hours per day or week our driving associates and independent contractors may operate and/or disrupting our network.
Additionally, fleet operators are responsible for any applicable workers' compensation requirements for their employees. We insure certain casualty risks through our wholly-owned captive insurance subsidiaries, Mohave and Red Rock. Mohave and Red Rock provide reinsurance associated with a share of our automobile liability risk.
Additionally, fleet operators are responsible for any applicable workers' compensation requirements for their employees. We insure certain casualty risks through our wholly-owned captive insurance subsidiaries. Our capitve insurance subsidiaries provide reinsurance associated with a share of our automobile liability risk.
In June 2022, the US Supreme Court declined to review a Ninth Circuit Court of Appeals decision holding that broker liability is not preempted by federal regulation, which would expose freight brokers to a patchwork of state regulations across the United States.
In 2022, the US Supreme Court declined to review a Ninth Circuit Court of Appeals decision holding that broker liability is not preempted by federal regulation, in certain circumstances, which would expose freight brokers to a patchwork of state laws across the United States.
SHIP IT Act In January 2023, the Safer Highways and Increased Performance for Interstate Trucking Act (the “SHIP IT Act”) was introduced into the US House of Representatives.
SHIP IT Act In 2023, the Safer Highways and Increased Performance for Interstate Trucking Act (the "SHIP IT Act") was introduced into the US House of Representatives.
The trucking industry faces the following primary challenges, which we believe we are well-positioned to address, as discussed under "Our Competitive Strengths" and "Our Mission and Company Strategy," below: • tightening industry capacity; • cumulative impacts of regulatory initiatives, such as ELDs, hours-of-service limitations for drivers, and others; • uncertainty in the economic environment, including inflation, interest rates, and changing supply chain and consumer spending patterns; • driver shortages; 7 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. • increased insurance costs as significant verdicts and settlement amounts for accident claims impact the industry; • significant and rapid fluctuations in fuel prices and availability, including in connection with the conflicts in Ukraine and the Middle East; and • increased prices for new revenue equipment, design changes of new engines, advancements in technology of revenue equipment, and volatility in the used equipment sales market.
The trucking industry faces the following primary dynamics, which we believe we are well-positioned to address, as discussed under "Our Competitive Strengths" and "Our Mission and Company Strategy," below: • tightening industry capacity; • cumulative impacts of regulatory initiatives, such as ELDs, hours-of-service enforcement for drivers, non-domiciled CDLs, English proficiency, and others; • uncertainty in the economic environment, including inflation, interest rates, tariffs, and changing supply chain and consumer spending patterns; • driver shortages; 7 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. • increased insurance costs as significant verdicts and settlement amounts for accident claims impact the industry; • significant and rapid fluctuations in fuel prices and availability, including in connection with international conflicts; and • increased prices for new revenue equipment, design changes of new engines, advancements in technology of revenue equipment, and volatility in the used equipment sales market.
By operating safely and productively, independent contractors can improve their own profitability and ours. Independent contractors are responsible for most costs incurred for owning and operating their tractors. In 2024, independent contractors comprised 8.2% of our total fleet, as measured by average tractor count. Safety and Insurance Safety We are committed to safe and secure operations.
By operating safely and productively, independent contractors can improve their own profitability and ours. Independent contractors are responsible for most costs incurred for owning and operating their tractors. In 2025, independent contractors comprised 7.9% of our total fleet, as measured by average tractor count. Safety and Insurance Safety We are committed to safe and secure operations.
Additionally, we utilize a fuel surcharge program to pass a majority of increases in fuel costs to our customers. In 2024, we purchased 13.5% of our fuel in bulk at our locations across the US and Mexico. We purchased substantially all of the remainder through a network of retail truck stops with which we have negotiated volume purchasing discounts.
Additionally, we utilize a fuel surcharge program to pass a majority of increases in fuel costs to our customers. In 2025, we purchased 10.9% of our fuel in bulk at our locations across the US and Mexico. We purchased substantially all of the remainder through a network of retail truck stops with which we have negotiated volume purchasing discounts.
This rule sets forth requirements related to among other things, equipment used to transport food, measures taken during such transportation, personnel training, and record retention. We believe we have been in compliance with these requirements since that time.
This rule sets forth requirements related to among other things, equipment used to transport food, measures taken during such transportation, personnel training, and record retention. We believe we have been in compliance with these requirements since they have applied to us.
It is still unclear what impact of the Food Traceability Rule will have on the Company and others in the industry, but further regulation in this area could negatively affect our business by increasing our compliance obligations and related expenses going forward.
It is still unclear what impact of the Food Traceability Rule, which has a compliance date of July 2028, will have on the Company and others in the industry, but further regulation in this area could negatively affect our business by increasing our compliance obligations and related expenses going forward.
However, the occurrence of unfavorable scores in one or more categories may affect driving associate recruiting and retention by causing qualified driving associates to seek employment with other carriers, cause our customers to direct their business away from us and to carriers with more favorable scores, subjecting us to an increase in compliance reviews and roadside inspections, or cause us to incur greater than expected expenses in our attempts to improve unfavorable scores, any of which could adversely affect our results of operations and profitability. 18 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
However, the occurrence of unfavorable scores in one or more categories may affect driving associate recruiting and retention by causing qualified driving associates to seek employment with other carriers, cause our customers to direct their business away from us and to carriers with more favorable scores, subjecting us to an increase in compliance reviews and roadside inspections, or cause us to incur greater than expected expenses in our attempts to improve unfavorable scores, any of which could adversely affect our results of operations and profitability.
SB 253 requires companies that exceed $1 billion in annual revenue and that do business in California to publicly disclose their GHG emissions, while SB 261 requires companies doing business in California and earning annual revenue exceeding $500 million to report on their climate-related financial risks and measures taken to mitigate such risks on or before January 2026.
SB 253 requires companies that exceed $1 billion in annual revenue and that do business in California to publicly disclose their GHG emissions, with initial reporting due on or before August 10, 2026, while SB 261 requires companies doing business in California and earning annual revenue exceeding $500 million to report on their climate-related financial risks and measures taken to mitigate such risks.
In 2022, the EPA adopted a final rule that established new emissions standards of nitrogen oxides for heavy-duty motor vehicles beginning with model year 2027 being more than 80% stronger than current emission standards, with the intent to reduce heavy-duty emissions by almost 50% from 2022 levels by 2045.
In 2022, the EPA adopted a final rule regarding emissions standards of nitrogen oxides for heavy-duty motor vehicles beginning with model year 2027 being more than 80% stronger than current emission standards, with the intent to reduce heavy duty emissions by almost 50% from 2022 levels by 2045 (the “2022 NOx Rule”).
Complying with these and any future GHG regulations enacted by California’s ARB, the EPA, the NHTSA and/or any other state or federal governing body has increased and will likely continue to increase the cost of our new tractors, may increase the cost of new trailers, may require us to retrofit certain of our trailers, may increase our maintenance costs, and could impair equipment productivity and increase our operating costs, particularly if such costs are not offset by potential fuel savings.
These effects, combined with the uncertainty of any future GHG regulations enacted by California’s ARB, the EPA, the NHTSA and/or any other state or federal governing body may increase the cost of our new tractors, may increase the cost of new trailers, may require us to retrofit certain of our trailers, may increase our maintenance costs, and could impair equipment productivity and increase our operating costs, particularly if such costs are not offset by potential fuel savings.
Entry-Level Driver Training — Effective in 2022, the FMCSA established minimum training standards (the "ELDT Regulations") which unified curriculum to be followed and completed by certain individuals applying for (or upgrading) a Class A or Class B commercial driver's license, or obtaining a hazardous materials, passenger, or school bus endorsement on their commercial driver's license.
Other Regulations Impacting Availability of Drivers — Effective in 2022, the FMCSA established minimum training standards (the "ELDT Regulations") which unified curriculum to be followed and completed by certain individuals applying for (or upgrading) a Class A or Class B commercial driver's license, or obtaining a hazardous materials, passenger, or school bus endorsement on their commercial driver's license.
Services provided to our largest customer generated 12.6% and 11.2% of total revenue in 2024 and 2023, respectively. Revenue generated by our largest customer is reported in each of our reportable operating segments. No other customer accounted for 10% or more of total revenue in 2024 or 2023.
Services provided to our largest customer generated 13.1% and 12.6% of total revenue in 2025 and 2024, respectively. Revenue generated by our largest customer is reported in each of our reportable operating segments. No other customer accounted for 10% or more of total revenue in 2025 or 2024.
Under the ABC Test, a worker is presumed to be an employee and the burden to demonstrate their independent contractor status is on the hiring company through satisfying all three of the following criteria: • the worker is free from control and direction in the performance of services; • the worker is performing work outside the usual course of the business of the hiring company; • the worker is customarily engaged in an independently established trade, occupation, or business.
Under the ABC Test, a worker is presumed to be an employee and the burden to demonstrate their independent contractor status is on the hiring company through satisfying all three of the following criteria: • the worker is free from control and direction in the performance of services, both under the contract for the performance of the work and in fact; • the worker is performing work outside the usual course of business of the hiring company; and • the worker is customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the work performed.
The IIJA also required that the FMCSA clarify the differences between brokers, bona fide agents, and dispatch services, and to further specify its interpretation of the definitions of "broker" and "bona fide agents." In June 2023, FMCSA issued final guidance on the definitions of “broker” and “bona fide agents,” in which the distinction between the two largely hinges upon control and whether the person or company is engaged in the allocation of traffic between motor carriers.
Brokerage Operations — The Infrastructure Investment and Jobs Act (“IIJA”) required that the FMCSA clarify the differences between brokers, bona fide agents, and dispatch services, and to further specify its interpretation of the definitions of "broker" and "bona fide agents." In 2023, FMCSA issued final guidance on the definitions of “broker” and “bona fide agents,” in which the distinction between the two largely hinges upon control and whether the person or company is engaged in the allocation of traffic between motor carriers.
If additional circuit courts, or the US Supreme Court, adopt the Ninth Circuit view that freight broker liability is not preempted by federal regulation, it could lead to a patchwork of regulations across the United States and also result in primary (as opposed to contingent) liability being imposed upon freight brokers, and increased insurance premiums for brokerage operations generally.
Supreme Court adopts the Ninth Circuit view that freight broker liability is not preempted by federal regulation, it could lead to a patchwork of state laws across the United States and also result in primary (as opposed to contingent) liability being imposed upon freight brokers, and increased insurance premiums for brokerage operations generally.
Although we are committed to selecting safe and secure motor carriers in carrying out our brokerage activities, if we are found to be negligent in the motor carrier selection process it could lead to significant liabilities in the event of an accident, which could have a materially adverse effect on our business and operating results.
Although we are committed to selecting safe and secure motor carriers in carrying out our brokerage activities, if we are found to be negligent in the motor carrier selection process it could lead to significant liabilities in the event of an accident, which could have a materially adverse effect on our business and operating results. 23 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We further added 47 service centers through organic expansion, of which 37 of these service centers were added in 2024, as we seek to expand our LTL network to provide nationwide in-house coverage.
We further added 59 service centers through organic expansion, of which 12 of these service centers were added in 2025, as we seek to expand our LTL network to provide nationwide in-house coverage.
In 2023, a substantially similar bill was introduced to the US House of Representatives and referred to the House Committee on Education and Workforce. These bills propose to apply the "ABC Test" for classifying workers under Federal Fair Labor Standards Act claims.
In 2023, a substantially similar bill was introduced to the US House of Representatives and referred to the House Committee on Education and Workforce. These bills propose to apply the "ABC Test" for classifying workers under Federal Fair Labor Standards Act claims. In 2024, a Department of Labor rule regarding independent contractor classification took effect.
Litigation surrounding the matter continues, and it remains unclear whether such challenges will be successful in invalidating the law. It is also possible AB5 will spur similar legislation in states other than California, which could adversely affect our results of operations and profitability.
Litigation surrounding the matter continues, and it remains unclear whether such challenges will be successful in invalidating the law. AB5 has spurred the introduction of similar legislation in states other than California, which if enacted, could adversely affect our results of operations and profitability.
In 2022, the FMCSA issued an advance notice of proposed rulemaking that would require fleets and independent contractors to equip their trucks with unique electronic identification systems designed to streamline roadside inspections and provide transparency and accountability in day-to-day trucking operations.
In 2022, the FMCSA issued an advance notice of proposed rulemaking that would require fleets and independent contractors to equip their trucks with unique electronic identification systems designed to streamline roadside 20 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. inspections and provide transparency and accountability in day-to-day trucking operations.
As of December 31, 2024, our full-time employee headcount was comprised of: Company driving associates (including driver trainees) 25,100 Technicians and other equipment maintenance personnel 1,500 Corporate and terminal leadership and support personnel 8,700 Total 35,300 As of December 31, 2024, we had approximately 1,700 Trans-Mex driving associates in Mexico that were represented by a union.
As of December 31, 2025, our full-time employee headcount was comprised of: Company driving associates (including driver trainees) 26,200 Technicians and other equipment maintenance personnel 1,600 Corporate and terminal leadership and support personnel 9,300 Total 37,100 As of December 31, 2025, we had approximately 1,600 Trans-Mex driving associates in Mexico that were represented by a union.
The EPA has indicated that the December 2022 rule is the first part of a three part plan focusing on greenhouse gas emissions, which is commonly referred to as the "Cleaner Trucks Initiative," or the "Clean Trucks Plan." In April 2023, the EPA released the second and third parts to the Clean Trucks Plan, including a proposed rule relating to GHG standards for heavy-duty vehicles, known as "Phase 3," to the EPA's GHG program.
The EPA had indicated that the 2022 NOx Rule is the first part of a three-part plan focusing on greenhouse gas emissions, which is commonly referred to as the “Cleaner Trucks Initiative,” or the “Clean Trucks Plan.” In 2023, the EPA released the second and third parts to the Clean Trucks Plan, including a proposed rule relating to GHG standards for heavy-duty vehicles known as “Phase 3” to the EPA’s GHG program.
To help recruit drivers, we have established various driving academies across the US. Our academies are strategically located in areas where external driver-training organizations were lacking. In other areas of the US, we have contracted with driver training schools, which are managed by third parties.
Our academies are strategically located in areas where external driver-training organizations were lacking. In other areas of the US, we have contracted with driver training schools, which are managed by third parties.
Both of these issues are adversely impacting the Company and the industry as a whole, with respect to the practical application of the laws, thereby resulting in additional cost. As a result, we are subject to an uneven patchwork of wage and hour laws throughout the US.
Both of these 22 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. issues are adversely impacting the Company and the industry as a whole, with respect to the practical application of the laws, thereby resulting in additional cost. As a result, we are subject to an uneven patchwork of wage and hour laws throughout the US.
If federal legislation is not passed preempting state and local wage and hour laws, we will either need to comply with the most restrictive state and local laws across our entire fleet, or revise our management systems to comply with varying state and local laws.
In the absence of such federal legislation preempting state and local wage and hour laws, we will either need to comply with the most restrictive state and local laws across our entire fleet, or revise our management systems to comply with varying state and local laws.
Capacity increased in the second half of 2018 leading to an oversupply during 2019, lower spot market rates, and downward pressure on contract rates. 2020 — 2021 The COVID-19 pandemic led to a new source of volatility throughout the global market in 2020.
Capacity increased in the second half of 2018 leading to an oversupply during 2019, lower spot market rates, and downward pressure on contract rates. 2020 — 2022 The COVID‑19 pandemic introduced a significant source of volatility across the global market beginning in 2020.
However, the proposal also requires a second sample using either urine or an oral fluid test if a hair test is positive, if a donor is unable to provide a sufficient amount of hair for faith-based or medical reasons, or due to an insufficient amount or length of hair.
However, the proposal also requires a second sample using either urine or an oral fluid test if a hair test is positive or a donor is unable to provide a sufficient amount of hair.
It is expected that the rule may exacerbate the already existing shortage of drivers. In 2020, the Department of Health and Human Services ("DHHS") announced proposed mandatory guidelines to allow employers to drug test truck drivers and other federal workers for pre-employment and random testing using hair specimens.
In 2020, the Department of Health and Human Services ("DHHS") announced proposed mandatory guidelines to allow employers to drug test truck drivers and other federal workers for pre-employment and random testing using hair specimens.
To help retain driving associates we provide late model and comfortable equipment, direct communication with management, competitive wages and benefits, and other incentives designed to encourage driving associate safety, retention, and long-term employment. Some examples of these incentive programs include our Million Miler, military apprenticeship, and Drive for a Degree programs.
To help retain driving associates we provide late model and comfortable equipment, direct communication with management, competitive wages and benefits, and other incentives designed to encourage driving associate safety, retention, and long-term employment. Some examples of these incentive programs include our Million Miler and military apprenticeship programs. To help recruit drivers, we have established various driving academies across the US.
Our top customers drive a substantial portion of our total revenue, as follows: • In 2024, our top 25, top 10, and top 5 customers accounted for 47.2%, 33.6%, and 24.1% of our total revenue, respectively. • In 2023, our top 25, top 10, and top 5 customers accounted for 45.3%, 31.5%, and 22.7% of our total revenue, respectively.
Our top customers drive a substantial portion of our total revenue, as follows: • In 2025, our top 25, top 10, and top 5 customers accounted for 49.3%, 34.8%, and 25.6% of our total revenue, respectively. • In 2024, our top 25, top 10, and top 5 customers accounted for 47.2%, 33.6%, and 24.1% of our total revenue, respectively.
These adverse effects, combined with the uncertainty as to the reliability of the newly designed diesel engines and the residual values of our equipment, could materially increase our costs or otherwise adversely affect our business or operations. We cannot predict, however, the extent to which our operations and productivity will be impacted.
These adverse effects, combined with the uncertainty as to whether manufacturers will be required to re-design diesel engines or make other changes affecting the residual values of our equipment, could materially increase our costs or otherwise adversely affect our business or operations. We cannot predict, however, the extent to which our operations and productivity will be impacted.
In April 2023, the Eleventh Circuit Court held that the Federal Aviation Administration Authorization Act ("FAAAA") expressly preempted such personal liability claims against a broker, and subsequently in July 2023, the Seventh Circuit Court of Appeals provided a supporting decision holding that the plaintiff’s claim was preempted by the FAAAA.
In 2023, the Eleventh Circuit Court held that the Federal Aviation Administration Authorization Act ("FAAAA") expressly preempted such personal liability claims against a broker. The Seventh Circuit Court of Appeals provided a supporting decision holding that the plaintiff’s claim was preempted by the FAAAA. The US Supreme Court agreed to review the issue, and while the U.S.
Our LTL segment operated an average of 3,569 tractors and 9,564 trailers. Additionally, the Intermodal segment operated an average of 615 tractors and 12,572 intermodal containers. Our four reportable segments are Truckload, LTL, Logistics, and Intermodal. We have historically grown through a combination of organic growth and through mergers and acquisitions (discussed below).
Our LTL segment operated an average of 4,164 tractors and 11,057 trailers. Additionally, the Intermodal segment operated an average of 595 tractors and 12,539 intermodal containers. Our four reportable segments are Truckload, LTL, Logistics, and Intermodal. We have historically grown through a combination of organic growth and through mergers and acquisitions (discussed below).
We continue to invest toward developing a range of solutions for our customers across multiple service offerings and transportation modes to continue to provide efficient and cost-effective solutions for our customers.
We continue to invest toward developing a range of solutions for our customers across multiple service offerings and transportation modes to continue to provide efficient and cost-effective solutions for our customers. 9 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Certain industry groups have challenged these hours-of-service rules in court, and while the FMCSA's final rule has been upheld, it remains unclear if industry or other groups will bring additional challenges against the FMCSA's final rule. Any future changes to hours-of-service regulations could materially and adversely affect our operations and profitability.
Certain industry groups have challenged these hours-of-service rules in court, and while the FMCSA's final rule has been upheld, it remains unclear if industry or other groups will bring additional challenges against the FMCSA's final rule.
In our LTL business, our primary focus is increasing density, realizing efficiencies from connecting our ACT, MME, and DHE networks, and obtaining appropriate yield, measured by revenue per hundredweight. Acquiring and growing opportunistically We regularly evaluate potential opportunities for mergers, acquisitions, and other development and growth opportunities.
In our LTL business, our primary focus is increasing density, realizing efficiencies from connecting our LTL networks, and obtaining appropriate yield, measured by revenue per hundredweight. Acquiring and growing opportunistically We regularly evaluate potential opportunities for mergers, acquisitions, and other development and growth opportunities. We became Knight-Swift Transportation Holdings Inc in 2017 through the 2017 Merger transaction.
The rule also stipulates that "available financial security" falls below $75,000 when there is a drawdown on the broker or freight forwarder’s surety bond or trust fund. Compliance with this final rule has been pushed back until January 2026. Implementation and compliance with these changes may negatively impact our business by increasing our compliance obligations, operating costs, and related expenses.
The modified regulations also stipulate that "available financial security" falls below $75,000 when there is a drawdown on the broker or freight forwarder’s surety bond or trust fund. Compliance with these changes was required starting in January 2026 and may negatively impact our business by increasing our compliance obligations, operating costs, and related expenses.
We became Knight-Swift Transportation Holdings Inc. on September 8, 2017 through the 2017 Merger transaction. Since 1966, we have expanded our nationwide network and our service offerings through organic growth, as well as through the acquisition of twenty-five companies including our most recent U.S. Xpress Acquisition and DHE Acquisition.
Since 1966, we have expanded our nationwide network and our service offerings through organic growth, as well as through the acquisition of twenty-five companies including our most recent U.S. Xpress Acquisition and DHE Acquisition.
This request was denied by the FMCSA, however, noting they cannot act until DHHS finalizes these guidelines, which have been delayed by DHHS until May 2025.
This request was denied by the FMCSA, however, noting they cannot act until DHHS finalizes these guidelines, which have suffered ongoing delays with the DHHS.
However, adoption and implementation could negatively impact our business by increasing our compliance obligations and related expenses. Infrastructure Spending In November 2022, Senate lawmakers introduced legislation that would set aside grant funds over four years to expand truck parking across the United States.
It is unclear what other legislative initiatives will be signed into law and what changes they may undergo. However, adoption and implementation could negatively impact our business by increasing our compliance obligations and related expenses. Infrastructure Spending In 2022, Senate lawmakers introduced legislation that would set aside grant funds over four years to expand truck parking across the United States.
Brokerage Operations — In January 2024, the FMCSA implemented more oversight of truck brokers, freight forwarders, and the surety bond and trust companies that back them modifying regulations in five areas: (1) assets readily available, (2) immediate suspension of broker/freight forwarder operating authority, (3) surety or trust responsibilities, (4) enforcement authority, and (5) entities eligible to serve as BMC-85 trustees.
In 2024, the FMCSA modified regulations in five areas: (1) assets readily available, (2) immediate suspension of broker/freight forwarder operating authority, (3) surety or trust responsibilities, (4) enforcement authority, and (5) entities eligible to serve as BMC-85 trustees.
Additional reporting requirements will likely result in increased compliance costs. EPA and NHTSA — The EPA and the National Highway Traffic Safety Administration ("NHTSA") have begun taking coordinated steps in support of a new generation of clean vehicles and engines through reduced GHG emissions and improved fuel efficiency at a national level.
EPA and NHTSA — The EPA and the National Highway Traffic Safety Administration ("NHTSA") have previously taken coordinated steps in support of a new generation of clean vehicles and engines through reduced GHG emissions and improved fuel efficiency at a national level.
Some states have adopted initiatives to increase their revenues from items such as unemployment, workers' compensation, and income taxes, and we believe a reclassification of independent contractors as employees would help states with this initiative.
Some states have adopted initiatives to increase their revenues from items such as unemployment, workers' compensation, and income taxes, and we believe a reclassification of independent contractors as employees would help states with this initiative. Federal and state taxing and other regulatory authorities and courts apply a variety of standards in their determination of independent contractor status.
A final rule with respect to the Phase 3 regulations was issued in March 2024 and establishes new GHG emission standards for heavy-duty motor vehicles which are phased-in starting with model year 2027 and increasing in stringency annually through model year 2032. 15 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
A final rule with respect to these regulations was issued in 2024 and established new GHG emission standards for heavy-duty motor vehicles which are phased-in starting with model year 2027 and increasing in stringency annually through model year 2032 (the “Phase 3 Rule”).
More recently, the DOT has provided funding to increase parking in certain heavily congested areas of Nevada, Ohio, and Wisconsin, and Congressional leaders have included a provision in the House funding bill introduced in June 2024 to allocate $200 million for truck parking projects.
Further, the DOT has provided funding to increase parking in certain heavily congested areas of Nevada, Ohio, Wisconsin, and Florida, while certain Congressional leaders have introduced legislation to allocate an additional $200 million for truck parking projects.
During 2024, we covered 1.8 billion loaded miles for shippers throughout North America, contributing to consolidated total revenue of $7.4 billion and consolidated operating income of $243.4 million. During 2024, the Truckload segment operated an average of 22,791 tractors (comprised of 20,644 company tractors and 2,147 independent contractor tractors) and 92,831 trailers.
During 2025, we covered 1.8 billion loaded miles for shippers throughout North America, contributing to consolidated total revenue of $7.5 billion and consolidated operating income of $216.1 million. During 2025, the Truckload segment operated an average of 21,428 tractors (comprised of 19,395 company tractors and 2,033 independent contractor tractors) and 84,851 trailers.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf these independent contractors default or experience a lease termination in conjunction with these agreements and we cannot replace them, we may incur losses on amounts owed to us. Also, if liquidity constraints or other restrictions prevent us from providing financing to the independent contractors we contract with in the future, then we could experience a shortage of independent contractors.
Biggest changeOur financing subsidiaries offer financing to some of the independent contractors we contract with to purchase or lease tractors from us. If these independent contractors default or experience a lease termination in conjunction with these agreements and we cannot replace them, we may incur losses on amounts owed to us.
We have operations in Mexico, which subjects us to general international business risks, including: • foreign currency fluctuation; • changes in Mexico's economic strength; • disruptions related to port of entry restrictions; • difficulties in enforcing contractual obligations and intellectual property rights; • burdens of complying with a wide variety of international and US export, import, business procurement, transparency, and corruption laws, including the US Foreign Corrupt Practices Act; • changes in trade agreements, US-Mexico trade relations, or the imposition of tariffs on imports from Mexico and related retaliatory tariffs that may be imposed by the Mexican government; • theft or vandalism of our revenue equipment; and • social, political, and economic instability.
We have operations in Mexico, which subjects us to general international business risks, including: • foreign currency fluctuation; • changes in Mexico's economic strength; • disruptions related to port of entry restrictions; • difficulties in enforcing contractual obligations and intellectual property rights; • burdens of complying with a wide variety of international and US export, import, business procurement, transparency, and corruption laws, including the US Foreign Corrupt Practices Act; • changes in trade agreements, US-Mexico trade relations, or the imposition of additional tariffs on imports from Mexico and related retaliatory tariffs that may be imposed by the Mexican government; • theft or vandalism of our revenue equipment; and • social, political, and economic instability.
The following factors could limit our growth opportunities and have a materially adverse effect on our results of operations: • many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase freight rates or maintain or grow profitability of our business; 24 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. • some of our customers operate their own private trucking fleets and they may decide to transport more of their own freight; • competition from non-asset-based and other logistics and freight brokerage companies, or LTL providers with a nationwide network, may adversely affect our customer relationships and freight rates; • advances in technology may require us to increase investments in order to remain competitive, and our customers may not be willing to accept higher freight rates to cover the cost of these investments; and • our brand names are valuable assets that are subject to the risk of adverse publicity (whether or not justified), which could result in the loss of value attributable to our brand and reduced demand for our services.
The following factors could limit our growth opportunities and have a materially adverse effect on our results of operations: • many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase freight rates or maintain or grow profitability of our business; • some of our customers operate their own private trucking fleets and they may decide to transport more of their own freight; 25 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. • competition from non-asset-based and other logistics and freight brokerage companies, or LTL providers with a nationwide network, may adversely affect our customer relationships and freight rates; • advances in technology may require us to increase investments in order to remain competitive, and our customers may not be willing to accept higher freight rates to cover the cost of these investments; and • our brand names are valuable assets that are subject to the risk of adverse publicity (whether or not justified), which could result in the loss of value attributable to our brand and reduced demand for our services.
This could have negative consequences that include: • increased vulnerability to adverse economic, industry, or competitive developments; • cash flows from operations that are committed to payment of principal and interest, thereby reducing our ability to use cash for our operations, capital expenditures, and future business opportunities; 35 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. • increased interest rates that would affect our variable rate debt or our ability to utilize appropriate leverage in general; • potential noncompliance with financial covenants, borrowing conditions, and other debt obligations (where applicable); • lack of financing for working capital, capital expenditures, product development, debt service requirements, and general corporate or other purposes; • limits on our flexibility to plan for, or react to, changes in our business, market conditions, or in the economy; and • undertaking cost-saving measures that adversely impact our ability to grow and our long-term financial position.
This could have negative consequences that include: • increased vulnerability to adverse economic, industry, or competitive developments; • cash flows from operations that are committed to payment of principal and interest, thereby reducing our ability to use cash for our operations, capital expenditures, and future business opportunities; 36 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. • increased interest rates that would affect our variable rate debt or our ability to utilize appropriate leverage in general; • potential noncompliance with financial covenants, borrowing conditions, and other debt obligations (where applicable); • lack of financing for working capital, capital expenditures, product development, debt service requirements, and general corporate or other purposes; • limits on our flexibility to plan for, or react to, changes in our business, market conditions, or in the economy; and • undertaking cost-saving measures that adversely impact our ability to grow and our long-term financial position.
Our risks are grouped into the following risk categories: Strategic Operational Compliance Financial *Industry and Competition *Company Growth *Trucking Industry Regulation *Capital Requirements *Market Changes *Customers *Internal Controls *Debt *Macroeconomic Changes *Vendors and Suppliers *Environmental Regulation *Goodwill and Intangibles *International Operations *Insurance *Labor Regulation *Investments *Mergers and Acquisitions *Employees and Contractors *ESG *Taxation *Systems and Cybersecurity *Dividend Policy *Public Health *Climate Change Strategic Risk Our business is subject to economic, credit, business, and regulatory factors that are largely beyond our control, any of which could have a materially adverse effect on our results of operations.
Our risks are grouped into the following risk categories: Strategic Operational Compliance Financial *Industry and Competition *Company Growth *Trucking Industry Regulation *Capital Requirements *Market Changes *Customers *Internal Controls *Debt *Macroeconomic Changes *Vendors and Suppliers *Environmental Regulation *Goodwill and Intangibles *International Operations *Insurance *Labor Regulation *Investments *Mergers and Acquisitions *Employees and Contractors *Environmental and Societal *Taxation *Systems and Cybersecurity *Dividend Policy *Public Health *Climate Change Strategic Risk Our business is subject to economic, credit, business, and regulatory factors that are largely beyond our control, any of which could have a materially adverse effect on our results of operations.
Xpress and DHE) involve numerous risks, any of which could have a materially adverse effect on our business and results of operations, including: • the acquired company may not achieve anticipated revenue, earnings, or cash flow; • we may assume liabilities beyond our estimates or what was disclosed to us; • we may be unable to successfully assimilate or integrate the acquired company's operations or assets into our business and realize the anticipated economic, operational, and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical, or financial problems; 26 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. • transaction costs and acquisition-related integration costs could adversely affect our results of operations in the period in which such costs are recorded; • the potential for deficiencies in internal controls at the acquired business, as well as implementing our own management information systems, operating systems and internal controls for the acquired operations; • the timing and impact of purchase accounting adjustments; • diverting our management's attention from other business concerns; • risks of entering into new markets or business offerings in which we have had no or only limited prior experience; and • the potential loss of customers, key employees, or driving associates of the acquired company.
In addition, acquisitions involve numerous risks, any of which could have a materially adverse effect on our business and results of operations, including: • the acquired company may not achieve anticipated revenue, earnings, or cash flow; • we may assume liabilities beyond our estimates or what was disclosed to us; • we may be unable to successfully assimilate or integrate the acquired company's operations or assets into our business and realize the anticipated economic, operational, and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical, or financial problems; • transaction costs and acquisition-related integration costs could adversely affect our results of operations in the period in which such costs are recorded; • the potential for deficiencies in internal controls at the acquired business, as well as implementing our own management information systems, operating systems and internal controls for the acquired operations; • the timing and impact of purchase accounting adjustments; 27 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. • diverting our management's attention from other business concerns; • risks of entering into new markets or business offerings in which we have had no or only limited prior experience; and • the potential loss of customers, key employees, or driving associates of the acquired company.
In addition, the adoption of artificial intelligence ("AI") and other emerging technologies may become significant to operating results in the future, including in areas such as brokerage, pickup and delivery appointments, and other areas where automation is possible.
In addition, the adoption of artificial intelligence ("AI") and other emerging technologies may become significant to operating results in the future, including in areas such as brokerage, dispatch, routing, pickup and delivery appointments, and other areas where automation is possible.
Failure to satisfy our stakeholders with regard to ESG matters could negatively impact our reputation, our ability to attract or retain employees, and our attractiveness as an investment and business partner. Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.
Failure to satisfy our stakeholders with regard to environmental and societal matters could negatively impact our reputation, our ability to attract or retain employees, and our attractiveness as an investment and business partner. Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to environmental and societal matters.
"Environmental Regulation" in Part I, Item 1 of this Annual Report, provides a discussion of the environmental laws and regulations applicable to our business and operations. Developments in labor and employment law and any unionizing efforts by employees could have a materially adverse effect on our results of operations.
"Environmental Regulation" in Part I, Item 1 of this Annual Report, provides a discussion of the environmental laws and regulations applicable to our business and operations. Developments in labor and employment law and any unionizing efforts by employees or employees of related businesses could have a materially adverse effect on our results of operations.
Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to negative investor sentiment toward the Company, which could have a negative impact on our stock price.
Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable environmental and societal ratings may lead to negative investor sentiment toward the Company, which could have a negative impact on our stock price.
The imposition of additional tariffs or quotas or changes to certain trade agreements, or retaliatory trade policies could, among other things, increase the costs of the materials used by our suppliers to produce new revenue equipment, limit the availability of new revenue equipment, or increase the price of fuel.
The imposition of additional tariffs, import or export controls, or changes to certain trade agreements, or retaliatory trade policies could, among other things, increase the costs of the materials used by our suppliers to produce new revenue equipment, limit the availability of new revenue equipment, or increase the price of fuel.
Our implementation reporting on ESG matters present numerous operational, financial, legal, reputational and other risks, many of which are outside of our control, and all of which could have a material negative impact on our business. Companies have recently faced attention from stakeholders relating to ESG matters, including environmental stewardship, social responsibility, and diversity and inclusion.
Our reporting on environmental and societal matters present numerous operational, financial, legal, reputational and other risks, many of which are outside of our control, and all of which could have a material negative impact on our business. Companies have recently faced attention from stakeholders relating to environmental and societal matters, including environmental stewardship and social responsibility.
As the environmental laws and regulations to which we are subject become more stringent, and may become further restrictive given concerns over climate change, we may experience increased costs related to compliance, and if such laws and regulations take effect faster than we anticipate or are prepared for, we may experience difficulty complying.
The environmental laws and regulations to which we are subject have become more stringent, and may become further restrictive given concerns over climate change, causing us to experience increased costs related to compliance. If any future such laws and regulations take effect faster than we anticipate or are prepared for, we may experience difficulty complying.
We are subject to exposure from variable interest rates, as described in Item 7A of this Annual Report. We could determine that our goodwill and other indefinite-lived intangibles are impaired, thus recognizing a related impairment loss. We have goodwill and indefinite-lived intangible assets on our balance sheet, which have increased since our U.S. Xpress and DHE acquisitions.
We are subject to exposure from variable interest rates, as described in Item 7A of this Annual Report. We could determine that our goodwill and other indefinite-lived intangibles are impaired, thus recognizing a related impairment loss. We have goodwill and indefinite-lived intangible assets on our balance sheet, which have increased due to our history of acquisitions.
If a new health epidemic or outbreak were to occur, we could experience broad and varied impacts similar to the impact of COVID-19, including adverse impacts to our workforce, our operations, and financial impacts, such as increased costs, tightening of credit markets, market volatility, equipment shortages, and a weakened freight environment.
If a health epidemic or outbreak were to occur, we could experience broad and varied impacts, including adverse impacts to our workforce, our operations, and financial impacts, such as increased costs, tightening of credit markets, market volatility, equipment shortages, and a weakened freight environment.
At December 31, 2024, the Company has a deferred tax liability of $919.8 million. The amount of deferred tax liability is determined by using the enacted tax rates in effect for the year in which differences between the financial statement and tax basis of assets and liabilities are expected to reverse.
At December 31, 2025, the Company has a deferred tax liability of $904.1 million. The amount of deferred tax liability is determined by using the enacted tax rates in effect for the year in which differences between the financial statement and tax basis of assets and liabilities are expected to reverse.
Based on results of operations of this business, including the continued unfavorable development of insurance reserves, the Company ceased all third-party insurance operations and canceled any remaining policies as of March 31, 2024. Red Rock insures a share of our automobile liability risk. The insurance and reinsurance markets are subject to market pressures.
However, based on results of operations of this business, including the continued unfavorable development of insurance reserves, the Company ceased all third-party insurance operations and canceled any remaining policies as of March 31, 2024. Our risk retention groups insure a share of our automobile liability risk. The insurance and reinsurance markets are subject to market pressures.
If we do not make any future acquisitions, our growth rate could be materially and adversely affected. Any future acquisitions we undertake could involve issuing dilutive equity securities or incurring indebtedness, the terms of which may be less favorable to us than anticipated. In addition, acquisitions (including our recent acquisition of U.S.
If we do not make any future acquisitions, our growth rate could be materially and adversely affected. Any future acquisitions we undertake could involve issuing dilutive equity securities or incurring indebtedness, the terms of which may be less favorable to us than anticipated.
Increasing attention on environmental, social, and governance (ESG) matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks.
Increasing attention on environmental and societal matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks.
Railroads could reduce their services in the future for various reasons, which may include work stoppages, insufficient network capacity, adverse weather conditions, accidents, or other factors, which could increase the cost of the rail-based services we provide, could create cargo claims, and could reduce the reliability, timeliness, efficiency, and overall attractiveness of our rail-based intermodal services.
Railroads could reduce their services in the future for various reasons, which may include work stoppages, insufficient network capacity, adverse weather conditions, accidents, or other factors, which could increase the cost of the rail-based services we provide, 28 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. could create cargo claims, and could reduce the reliability, timeliness, efficiency, and overall attractiveness of our rail-based intermodal services.
We face a wide variety of risks related to public health crises, epidemics, pandemics or similar events, such as COVID-19.
We face a wide variety of risks related to public health crises, epidemics, pandemics or similar events.
Recently, trucking companies, including us, have been subject to lawsuits, including class action lawsuits, alleging violations of various federal and state wage and hour laws regarding, among other things, employee meal breaks, rest periods, overtime eligibility, and failure to pay for all hours worked.
Recently, trucking companies, including us, have been subject to lawsuits, including class action lawsuits, alleging violations of various federal and state wage and hour laws regarding, among other things, employee meal breaks, 34 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. rest periods, overtime eligibility, and failure to pay for all hours worked.
Our full truckload and LTL operations are dependent upon diesel fuel, and accordingly, significant increases in diesel fuel costs or decreases in availability of fuel could materially and adversely affect our results of operations and financial condition if we are unable to pass increased costs on to customers through rate increases or fuel surcharges.
Our full truckload and LTL operations are dependent upon diesel fuel, and accordingly, significant increases in diesel fuel costs or decreases in availability of fuel could materially and adversely affect our results of operations 26 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. and financial condition if we are unable to pass increased costs on to customers through rate increases or fuel surcharges.
To the extent these bans affect our revenue equipment, we may be 32 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. forced to incur substantial expense to retrofit existing engines or make capital expenditures to update our fleet. As a result, our business, results of operations, and financial condition could be negatively affected.
To the extent these bans affect our revenue equipment, we may be forced to incur substantial expense to retrofit existing engines or make capital expenditures to update our fleet. As a result, our business, results of operations, and financial condition could be negatively affected.
Tractor and trailer manufacturers have experienced periodic shortages of certain components and supplies, particularly during the COVID-19 pandemic, including semiconductor chips, forcing some manufacturers to curtail or suspend their production, which led to a lower supply of tractors and trailers and higher prices.
Tractor and trailer manufacturers have experienced periodic shortages of certain components and supplies in recent years, including semiconductor chips, forcing some manufacturers to curtail or suspend their production, which led to a lower supply of tractors and trailers and higher prices.
For our multi-year and dedicated contracts, the rates we charge may not remain advantageous. Further, despite the existence of contractual arrangements, certain of our customers may nonetheless engage in competitive bidding processes that could negatively impact our contractual relationship. 27 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
For our multi-year and dedicated contracts, the rates we charge may not remain advantageous. Further, despite the existence of contractual arrangements, certain of our customers may nonetheless engage in competitive bidding processes that could negatively impact our contractual relationship.
We have operations and business lines in ancillary areas that may increase risk or impair our financial position. We have from time to time expanded our business lines into ancillary areas, such as support services provided to our customers and third-party carriers, including insurance coverage, equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, and warranty services.
We have from time to time expanded our business lines into ancillary areas, such as support services provided to our customers and third-party carriers, including insurance coverage, equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, and warranty services.
These regulations may increase our costs of regulatory compliance, limit our ability to change premiums, restrict our ability to access cash held in our captive insurance companies, and otherwise impede our ability to take actions we deem advisable.
These regulations may increase our costs of regulatory compliance, limit our ability to change premiums, restrict our ability to access cash held in our captive insurance companies, and otherwise impede our ability to take actions we deem advisable. 29 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Failure to comply with these laws and regulations may result in fines or penalties, a decrease in productivity, and other constraints that could impair our financial and operational position and have a negative impact on our stock price and reputation.
Failure to comply with these laws and regulations may result in fines or penalties, a decrease in productivity, and other constraints that could impair our financial and operational 33 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. position and have a negative impact on our stock price and reputation.
Although we do not have any direct operations in Russia, Belarus, Ukraine, the Middle East, China, or Taiwan, we may be affected by the broader consequences of such conflicts or their expansion to other areas or countries or similar conflicts elsewhere, such as increased inflation, supply chain issues, including shortages of new revenue equipment, access to parts for our revenue equipment, embargoes, tariffs, geopolitical shift, access to or increased prices for diesel fuel, higher energy prices, potential retaliatory action by foreign governments, including cyber-attacks, and the extent of an armed conflict’s effect on the global economy.
Although we do not have any direct operations outside of the US and Mexico, we may be affected by the broader consequences of global conflicts, such as increased inflation, supply chain issues, including shortages of new revenue equipment, access to parts for our revenue equipment, embargoes, tariffs, import or export controls, geopolitical shift, access to or increased prices for diesel fuel, higher energy prices, potential retaliatory action by foreign governments, including cyber-attacks, and the extent of an armed conflict’s effect on the global economy.
Such trade policies and tariff implementations, and any related retaliatory trade policies and tariff implementations by foreign government may result in decreased shipping volumes, increased equipment and fuel costs, and could have an adverse impact on our revenues and results of operations.
In addition, the imposition of new or increased tariffs and other trade restrictions, and any related retaliatory trade policies and tariff implementations by foreign governments may result in decreased shipping volumes, increased equipment and fuel costs, and could have an adverse impact on our revenues and results of operations.
Insuring risk through our captive insurance companies could adversely impact our operations. We insure certain affiliated risks through our captive insurance company, Mohave, and through our risk retention group, Red Rock. Additionally, Mohave provides reinsurance to third-party insurance companies who provide insurance coverage for independent contractors, as well as affiliated carriers through the first quarter of 2024.
We insure certain affiliated risks through our captive insurance companies and through our risk retention groups. Additionally, Mohave provided reinsurance to third-party insurance companies who provide insurance coverage for independent contractors, as well as affiliated carriers through the first quarter of 2024.
Although we carry insurance to help protect us from losses due to an interruption of our systems, there is no 30 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. guarantee such an interruption will fall within the coverage limits of our insurance.
Although we carry insurance to help protect us from losses due to an interruption of our systems, there is no guarantee such an interruption will fall within the coverage limits of our insurance.
Furthermore, insurance carriers have raised premiums for many businesses, including transportation companies. In addition, rising healthcare costs could negatively impact financial results or force us to make changes to existing benefit programs, which could negatively impact our ability to attract and retain employees. 28 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Furthermore, insurance carriers have raised premiums for many businesses, including transportation companies. In addition, rising healthcare costs could negatively impact financial results or force us to make changes to existing benefit programs, which could negatively impact our ability to attract and retain employees. Insuring risk through our captive insurance companies could adversely impact our operations.
Further, data privacy laws may result in increased liability and compliance and monitoring costs, which could have a material adverse effect on our financial performance and business operations.
Further, data privacy laws may result in increased liability and compliance and monitoring costs, which could have a material adverse effect on our financial performance and business operations. 31 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Our net current tax liability has been determined based on the currently enacted rate of 21%. If the current rate were to change due to legislation, it would have an immediate revaluation of our deferred tax assets and liabilities in the year of enactment. 36 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Our net current tax liability has been determined based on the currently enacted rate of 21%. If the current rate were to change due to legislation, it would have an immediate revaluation of our deferred tax assets and liabilities in the year of enactment. We may change our dividend policy at any time.
Declines in demand for the used equipment we sell could result in diminished sales volumes or lower used equipment sales prices, either of which could negatively affect our gains on sales of assets.
Declines in demand for the used equipment we sell could result in diminished sales volumes or lower used equipment sales prices, either of which could negatively affect our gains on sales of assets. We have seen a softening of the used equipment market recently, which has led to lower gain on sale in recent quarters.
Given our history of acquisitions and growth objectives, our goodwill and intangible assets could grow. We periodically evaluate our goodwill and indefinite-lived intangible assets for impairment. We could recognize impairments in the future, and we may never realize the full value of our intangible assets. If these events occur, our profitability and financial condition will suffer.
We could recognize other impairments in the future, and we may never realize the full value of our intangible assets. If these events occur, our profitability and financial condition will suffer.
Furthermore, capacity at driving schools may be limited by future outbreaks of contagious diseases and any governmental imposed lockdown or other attempts to reduce the spread of such an outbreak may reduce the pool of potential drivers available to us. Regulatory requirements could further reduce the number of eligible driving associates.
Furthermore, increased scrutiny of accreditation of driving schools and limitations on capacity at driving schools resulting from future outbreaks of contagious diseases and any governmental imposed lockdown or other attempts to reduce the spread of such an outbreak, may reduce the pool of potential drivers available to us.
We may change our dividend policy at any time. We have historically paid quarterly dividends to holders of our common stock.
We have historically paid quarterly dividends to holders of our common stock.
Future laws and regulations or changes to existing laws and regulations may be more stringent, require changes in our operating practices, influence the demand for transportation services, or require us to incur significant additional costs, which could materially adversely affect our business, financial condition, and results of operations.
Future laws and regulations or changes to existing laws and regulations may require changes in our operating practices, require us to incur significant additional costs, or change the balance of supply and demand in the freight market, including an increase in supply if driver requirements are softened, which could materially adversely affect our business, financial condition, and results of operations.
Our lease contracts with independent contractors are governed by federal leasing regulations, which impose specific requirements on us and the independent contractors. In the past, we have been the subject of lawsuits, alleging violations of lease agreements or failure to follow the contractual terms, some of which resulted in adverse decisions against the Company.
In the past, we have been the subject of lawsuits, alleging violations of lease agreements or failure to follow the contractual terms, some of which resulted in adverse decisions against the Company.
Our effective tax rate may be adversely impacted by changes in tax laws in jurisdictions where we operate. President Trump has indicated a desire to amend the federal tax laws. Until any changes are passed into law we will not know if such changes, if any, will have a materially adverse effect on our financial results and financial position.
Additionally, President Trump has indicated a desire to potentially amend the federal tax laws 37 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. further. Until any changes are passed into law we will not know if such changes, if any, will have a materially adverse effect on our financial results and financial position.
In addition, tractors and trailers used in our full truckload and LTL operations are affected by laws and regulations related to air emissions and fuel efficiency. Governmental agencies continue to enact more stringent laws and regulations to reduce engine emissions. These laws and regulations are applicable to engines used in our revenue equipment.
In addition, tractors and trailers used in our full truckload and LTL operations are affected by laws and regulations related to air emissions and fuel efficiency. Governmental agencies continue to revise laws and regulations regarding greenhouse gases and emissions. When these laws and regulations have generally become more stringent, we have incurred and continue to incur increased compliance costs.
We could be subjected to similar lawsuits and decisions in the future, which if determined adversely to us, could have an adverse effect on our financial condition. "Other Regulation" in Part I, Item 1 of this Annual Report, discusses how we could be affected by changes in law or regulations regarding our leasing arrangements with independent contractors.
"Other Regulation" in Part I, Item 1 of this Annual Report, discusses how we could be affected by changes in law or regulations regarding our leasing arrangements with independent contractors. We have operations and business lines in ancillary areas that may increase risk or impair our financial position.
"Industry Regulation" and "Other Regulation" in Part I, Item 1 of this Annual Report, discusses in detail regulations related to our business that could materially impact our business, financial condition, and operations. Receipt of an unfavorable DOT safety rating or an unfavorable ranking under the CSA program could have a material adverse effect on our profitability and operations.
Receipt of an unfavorable DOT safety rating or an unfavorable ranking under the CSA program could have a material adverse effect on our profitability and operations.
Carriers such as us that operate or have operated lease-purchase programs have been more susceptible to lawsuits seeking to reclassify independent contractors that have engaged in such programs. We have been subject to litigation relating to such matters in the past and continue to be at risk moving forward.
We have been subject to litigation relating to such matters in the past and continue to be at risk moving forward.
These legal proceedings have resulted, and may result in the future, in the payment of substantial settlements or damages and increases in our insurance costs.
The number and severity of litigation claims may be worsened by various factors, including, among others, weather and distracted driving by both truck drivers and other motorists. These legal proceedings have resulted, and may result in the future, in the payment of substantial settlements or damages and increases in our insurance costs.
Further, our driving associate compensation and independent contractor expenses are subject to market conditions and we may find it necessary to increase driving associate and independent contractor contracted rates in future periods. 29 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Further, our driving associate compensation and independent contractor expenses are subject to market conditions and we may find it necessary to increase driving associate and independent contractor contracted rates in future periods. Our leasing arrangements with independent contractors expose us to risks that we do not face with our company driving associates.
Compliance Risk We operate in a highly regulated industry, and changes in existing regulations or violat i ons of existing or future regulations could have a materially adverse effect on our operations and profitability. We, our drivers, and our equipment are regulated by various federal and state agencies in the states, provinces, and countries in which we operate.
If any of these were to occur, our operations, financial condition, liquidity, results of operations, and cash flows could be adversely impacted. Compliance Risk We operate in a highly regulated industry, and changes in existing regulations or violat i ons of existing or future regulations could have a materially adverse effect on our operations and profitability.
If our independent contractors are deemed by regulators or the judicial process to be employees, our business, financial condition, and results of operations could be adversely affected. Tax and other regulatory authorities, as well as independent contractors themselves, have increasingly asserted that independent contractors in the trucking industry are employees rather than independent contractors.
There can be no guarantee that work stoppages or further disruptions at ports will not occur. If our independent contractors are deemed by regulators or the judicial process to be employees, our business, financial condition, and results of operations could be adversely affected.
We have incurred and continue to incur costs related to the implementation of these more rigorous laws and regulations. Additionally, in certain locations governments have banned or may in the future ban internal combustion engines for some types of vehicles.
Legal challenges to the repeal or enactment of such laws and regulations at both the federal and state level could lead to uncertainty regarding our compliance which may negatively affect our results of operations. Additionally, in certain locations governments have banned or may in the future ban internal combustion engines for some types of vehicles.
Changes to trade regulation, quotas, duties or tariffs, caused by the changing US and geopolitical environments or otherwise, may increase our costs and adversely affect our business. Recently, the Trump administration has stated its intention to impose new or increased tariff rates on imported goods from a number of countries, including China, Canada, Mexico, and the E.U.
Changes to trade regulation, export controls, quotas, duties or tariffs, caused by the changing US and geopolitical environments or otherwise, may increase our costs and adversely affect our business. Since April 2025, new, substantial tariffs have been imposed on imports to the United States.
If any of these were to occur, our operations, financial condition, liquidity, results of operations, and cash flows could be adversely impacted. 31 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We could be subjected to similar lawsuits and decisions in the future, which if determined adversely to us, could have an adverse effect on our financial condition. 30 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Enhanced security measures in connection with such events could impair our operating efficiency and productivity and result in higher operating costs. In addition, the Trump administration has stated its intention to impose new or increased tariff rates on imported goods from a number of countries, including China, Canada, Mexico, and the EU.
Enhanced security measures in connection with such events could impair our operating efficiency and productivity and result in higher operating costs.
We have seen a softening of the used equipment market recently, which has led to lower gain on sale in recent quarters. 25 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. If fuel prices increase significantly or fuel availability becomes scarce, our results of operations could be adversely affected.
If fuel prices increase significantly or fuel availability becomes scarce, our results of operations could be adversely affected.
Removed
Our leasing arrangements with independent contractors expose us to risks that we do not face with our company driving associates. Our financing subsidiaries offer financing to some of the independent contractors we contract with to purchase or lease tractors from us.
Added
Regulatory requirements could further reduce the number of eligible driving associates, including the DOT guidelines issued in 2025 strengthening enforcement of the FMCSA’s longstanding English-language proficiency requirements for commercial drivers.
Removed
The number and severity of litigation claims may be worsened by various factors, including, among others, weather and distracted driving by both truck drivers and other motorists. 33 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Added
Further, the FMCSA issued an interim rule in 2025 revising the requirements for the issuance or renewal of CDLs to non-domiciled persons and restricting the issuance or renewal of a CDL for non-domiciled persons without a lawful immigration status or legitimate employment-based reason to hold a CDL.
Removed
Further, the Trump administration's initiatives surrounding ESG matters may be inconsistent with stakeholder positions on ESG matters, and we may experience conflicts between actual or proposed governmental regulations and stakeholder expectations, which could negatively impact investor sentiment or expose us to government investigation or enforcement actions. 34 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Added
While the interim rule has been challenged and enforcement has been temporarily stayed by a federal appeals court while it reviews the legality of the interim rule, it remains uncertain whether there will be further changes to the interim rule in response to such challenges or whether it will go into effect as originally issued.
Added
Also, if liquidity constraints or other restrictions prevent us from providing financing to the independent contractors we contract with in the future, then we could experience a shortage of independent contractors. Our lease contracts with independent contractors are governed by federal leasing regulations, which impose specific requirements on us and the independent contractors.
Added
Furthermore, the use of AI by bad actors may make cyberattacks more difficult to anticipate or detect, and we may be unable to implement adequate preventive or curative measures in the case of such an attack.
Added
We, our drivers, and our equipment are regulated by various federal and state agencies in the states, provinces, and countries in which we operate.
Added
"Industry Regulation" and "Other Regulation" in Part I, Item 1 of this Annual Report, discusses in detail regulations related to our business that could materially impact our business, financial condition, and operations. 32 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Added
More recently, the EPA proposed to repeal certain federal regulations regarding greenhouse gases and emissions, which could lead to more states enacting similar laws, resulting in a patchwork of emission regulations, which may increase our compliance costs.
Added
Additionally, a portion of the freight we deliver is imported to the U.S. through ports of call where workers are represented by labor unions.
Added
Ports have long been the primary gateways for cargo coming into and leaving the U.S. and have a long history of labor and other port disputes, protracted collective bargaining, and contract negotiations which, in the past, have involved closures, as well as threats of a strike that would have disrupted domestic supply chains.
Added
Tax and other regulatory authorities, as well as independent contractors themselves, have increasingly asserted that independent contractors in the trucking industry are employees rather than independent contractors. Carriers such as us that operate or have operated lease-purchase programs have been more susceptible to lawsuits seeking to reclassify independent contractors that have engaged in such programs.
Added
Additionally, our premiums for certain insurance layers are subject to upward adjustment based on claims experience.
Added
Further, standards for tracking and reporting environmental and societal matters continue to evolve, and our reporting may not match stakeholder expectations. 35 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Added
Given our growth objectives, which may include future acquisitions, our goodwill and intangible assets could grow. We periodically evaluate our goodwill and indefinite-lived intangible assets for impairment. In 2025 we recognized impairments in tradenames of $28.8 million associated with the rebranding of the MME and DHE brands of our LTL business under the AAA Cooper brand.
Added
Additionally, in 2025 we recognized impairments of $43.0 million associated with the decision to cease the operations of our Abilene truckload brand and combine the operations into our Swift business, much of which was related to goodwill and other intangible assets.
Added
Our effective tax rate may be adversely impacted by changes in tax laws in jurisdictions where we operate. The OBBBA was signed into law in 2025. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation and the business interest expense limitation.
Added
Although we do not expect the OBBBA to have a negative effect on our financial position, results of operations, and cash flows, until certain regulations are promulgated, we may not know the full extent of the OBBBA’s effects on our financial results and financial position.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

22 edited+0 added−1 removed21 unchanged
Biggest changeAdditionally, the Company conducts at least one cybersecurity tabletop exercise on an annual basis, where members of a cross-functional team engage in a simulated cybersecurity incident scenario. This preparedness exercise is intended to provide training for the participants and to help the Company assess its processes and capabilities in addressing major cybersecurity incidents.
Biggest changeThis preparedness exercise is intended to provide training for the participants and to help the Company assess its processes and capabilities in addressing major incidents. Use of Third Parties The Company engages cybersecurity consultants, auditors, and other third parties to assess and enhance its cybersecurity practices.
Cybersecurity Governance Board Oversight The Board is responsible for overseeing management’s assessments of major risks facing the Company and for reviewing options to mitigate such risks. The Board’s oversight of major risks, including cybersecurity risks, occurs at both the full Board level and at the Board committee level through the Nominating and Corporate Governance Committee .
Cybersecurity Governance Board Oversight The Board is responsible for overseeing management’s assessments of major risks facing the Company and for reviewing options to mitigate such risks. The Board’s oversight of cybersecurity risks occurs at both the full Board level and at the Board committee level through the Nominating and Corporate Governance Committee .
Cybersecurity incidents that meet certain thresholds are escalated to Cybersecurity Leadership and cross-functional teams on an as-needed basis for support and guidance. The Company’s incident response team also coordinates with external legal advisors, communication specialists, government agencies, regulators, law enforcement, and other key stakeholders. 40 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Cybersecurity incidents that meet certain thresholds are escalated to Cybersecurity Leadership and cross-functional teams on an as-needed basis for support and guidance. The Company’s incident response team also coordinates with external legal advisors, communication specialists, government agencies, regulators, law enforcement, and other key stakeholders. 41 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
The responsibilities and relevant experience of each of the Cybersecurity Leaders are listed below: • The CIO provides leadership for the Company’s technology department, including responsibility for leading organization-wide cybersecurity strategy, policy, and processes .
The responsibilities and relevant experience of each of the Cybersecurity Leaders are listed below: • The CIO provides leadership for the Company’s technology department, including responsibility for leading organization-wide cybersecurity strategy and policy .
Additionally, the Board committees have opportunities to report regularly to the entire Board and review with the Board any major issues that arise at the committee level, which may include cybersecurity risks. 39 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Additionally, the Board committees have opportunities to report regularly to the entire Board and review with the Board any major issues that arise at the committee level, which may include cybersecurity risks. 40 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
This includes a managed security service provider to augment the Company’s dedicated security operations team, an endpoint detection and response system for continuous monitoring, detection, and response capabilities, and a security information and event management solution to automate real-time threat detection, investigation, and prioritization.
This includes managed security service providers to augment the Company’s dedicated security operations team, an endpoint detection and response system for continuous monitoring, detection, and response capabilities, and a security information and event management solution to automate real-time threat detection, investigation, and prioritization.
The Company's cybersecurity department is comprised of teams that engage in a range of cybersecurity activities such as threat intelligence, security architecture, and incident response. These teams, in coordination with third parties, conduct vulnerability management and penetration testing to identify, classify, prioritize, remediate, and mitigate vulnerabilities. The results of these tests are reviewed with the Nominating and Corporate Governance Committee.
The Company's cybersecurity departments are comprised of teams that engage in a range of cybersecurity activities such as threat intelligence, security architecture, and incident response. These teams, in coordination with third parties, conduct vulnerability management and penetration testing to identify, classify, prioritize, remediate, and mitigate vulnerabilities. The results of these tests are reviewed with the Nominating and Corporate Governance Committee.
Our CIO has served in this role since June 2024 and has over 25 years of cybersecurity experience, including technology positions at the US Army, Accenture, Advance Auto Parts, Finishline Shoes, and PF Chang's. • The VPIT, reporting to the CIO, is responsible for the assessment, oversight, and management of our enterprise-wide cybersecurity strategy and governance.
Our CIO has served in this role since June 2024 and has over 25 years of cybersecurity experience, including technology positions at the US Army, Accenture, Advance Auto Parts, Finishline Shoes, and PF Chang's. • The VPIT, reporting to the CIO, is responsible for the oversight and management of cybersecurity strategy and governance.
Cybersecurity Leadership, members of the cybersecurity team, or other advisors, as requested by the Nominating and Corporate Governance Committee , report at least quarterly on the Company's technology, data privacy, and cybersecurity strategies and risks.
Cybersecurity Leadership, members of the cybersecurity team, or other advisors, as requested by the Nominating and Corporate Governance Committee , report at least annually on the Company's technology, data privacy, and cybersecurity strategies and risks.
Our VPIT has served in this role since 2020 and has significant relevant experience and professional certifications, including nearly 20 years of cybersecurity and infrastructure experience. The VPIT, along with our cybersecurity team, has guided the organization through building a multi-layer cybersecurity program.
Our VPIT has served in this role since 2020 and has significant relevant experience and professional certifications, including nearly 20 years of cybersecurity and infrastructure experience. The VPIT, along with our cybersecurity team, has guided technology departments through building a multi-layer cybersecurity program.
Incident Response The Company has a dedicated cybersecurity incident response team, overseen by Cybersecurity Leadership, which is responsible for managing and coordinating the Company’s cybersecurity incident response plans and efforts. This team also collaborates closely with other teams in identifying, protecting from, detecting, responding to, and recovering from cybersecurity incidents.
Incident Response The Company has cybersecurity incident response teams, overseen by each brand’s IT Leadership , which is responsible for managing and coordinating incident response plans and efforts. This team also collaborates closely with other teams in identifying, protecting from, detecting, responding to, and recovering from cybersecurity incidents.
Process — We use a multi-layered defensive cybersecurity strategy based on best practices to identify risks, protect technology assets, detect anomalies, respond to, and recover from cybersecurity incidents.
Process — We use a multi-layered defensive cybersecurity strategy to identify risks, protect technology assets, detect anomalies, respond to, and recover from cybersecurity incidents.
Use of Third Parties The Company engages cybersecurity consultants, auditors, and other third parties to assess and enhance its cybersecurity practices. These third parties conduct assessments, penetration testing, and risk assessments to identify weaknesses and recommend improvements. Additionally, the Company leverages a number of third-party tools and technologies as part of its efforts to enhance cybersecurity functions.
These third parties conduct assessments, penetration testing, and risk assessments to identify weaknesses and recommend improvements. Additionally, the Company leverages a number of third-party tools and technologies as part of its efforts to enhance cybersecurity functions.
The Board believes that this regular cadence of reporting helps to provide the Nominating and Corporate Governance Committee with an informed understanding of the Company's dynamic cybersecurity program and threat landscape.
Reporting to the Nominating and Corporate Governance Committee is multi-format and includes both live presentations and memoranda. The Board believes that this cadence of reporting helps to provide the Nominating and Corporate Governance Committee with an informed understanding of the Company's dynamic cybersecurity program and threat landscape.
Nominating and Corporate Governance Committee — The Nominating and Corporate Governance Committee, which is comprised entirely of independent directors, reviews with management the Company's technology and cybersecurity frameworks, policies, programs, opportunities, and risk profile both at its regularly scheduled meetings and, if appropriate, in real time.
Nominating and Corporate Governance Committee — The Nominating and Corporate Governance Committee, which is comprised entirely of independent directors, reviews with management the Company's technology and cybersecurity frameworks, policies, programs, opportunities, and risk profile.
Integration into our Risk Management Program — Our processes to assess, identify, and manage cybersecurity risks are expressly incorporated into our risk management program, which includes technology as one of the five primary risk categories addressed by our risk program, with cybersecurity risks being one of the three subcategories within the technology risk category.
Integration into our Risk Management Program — Our processes to assess, identify, and manage cybersecurity risks are expressly incorporated into our risk management program, which includes technology and cybersecurity as risks addressed by our risk program.
Cybersecurity incidents that meet certain thresholds are escalated to Cybersecurity Leadership and cross-functional teams on an as-needed basis for support and guidance. Additionally, this team tracks potentially material cybersecurity incidents to help identify and analyze them.
Cybersecurity incidents that meet certain thresholds are escalated to the CIO, Vice President of Information Technology Security ("VPIT"), and Knight-Swift subsidiaries' IT leaders (collectively, "Cybersecurity Leadership") along with cross-functional teams on an as-needed basis for support and guidance. Additionally, this team tracks potentially material cybersecurity incidents to help identify and analyze them.
Management's Role The Company has a dedicated cybersecurity organization within its technology department that focuses on current and emerging cybersecurity matters. The Company’s cybersecurity function is led by Cybersecurity Leadership who are actively involved in assessing and managing cybersecurity risks. They are responsible for implementing cybersecurity policies, programs, procedures, and strategies.
Management's Role The Company has dedicated cybersecurity resources within its decentralized technology departments that focus on current and emerging cybersecurity matters. The Company’s cybersecurity function is led by Cybersecurity Leadership who manage cybersecurity risks. Subsidiaries' IT leaders are responsible for implementing cybersecurity policies, programs, procedures, and strategies.
Cybersecurity topics are presented to the Nominating and Corporate Governance Committee on a quarterly basis and generally highlight any significant cybersecurity incidents, the cyber threat landscape, cybersecurity program enhancements, cybersecurity risks and related mitigation activities, and any other relevant cybersecurity topics. Reporting to the Nominating and Corporate Governance Committee is multi-format and includes both live presentations and memoranda.
Cybersecurity topics are presented to the Nominating and Corporate Governance Committee on an annual basis with additional frequency as requested and generally highlight any significant cybersecurity incidents, the cyber threat landscape, cybersecurity program enhancements, cybersecurity risks and related mitigation activities, and any other relevant cybersecurity topics.
The Company’s 38 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. cybersecurity incident response team partners with the Company’s internal cybersecurity teams as well as with external legal advisors, communication specialists, government agencies, regulators, law enforcement, vendors, and other key stakeholders as appropriate to respond to cybersecurity incidents.
The Company’s cybersecurity incident response teams partner with the Company’s internal teams as well as with external legal advisors, communication specialists, government agencies, regulators, law enforcement, vendors, and other key stakeholders as appropriate to respond to cybersecurity incidents. The Company maintains a cybersecurity incident response plan to prepare for and respond to cybersecurity incidents.
The Company maintains a cybersecurity incident response plan to prepare for and respond to cybersecurity incidents. The incident response plan includes standard processes for reporting and escalating cybersecurity incidents to senior management and the Board as appropriate.
The incident response plan includes standard processes for reporting and escalating cybersecurity incidents to senior management and the Board as appropriate. 39 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. Additionally, the Company conducts tabletop exercises, where members of a cross-functional team engage in a simulated incident scenario.
As a result, our risk management leadership team works with the Chief Information Officer ("CIO") and Vice President of Information Technology Security ("VPIT"), which we refer to collectively as "Cybersecurity Leadership," to define the top areas of risk in both the technology and cybersecurity areas, with such risks incorporated into our risk management program.
As a result, the Chief Information Officer ("CIO") reviews and updates technology and cybersecurity risks as appropriate, and these risks are included in the Company’s risk management program and reviewed by the risk management leadership team as part of its overall enterprise risk oversight.
Removed
Our risk management leadership team also meets on a quarterly basis with our cross-functional technology risk working group, comprised of leaders across the information technology, operations, internal audit, information security and legal departments, to monitor developments on an ongoing basis in the threat landscape in order to identify and prioritize key cybersecurity threats that may impact the Company.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOwned/Leased Location Brand Owned Leased Total Alabama 6 2 8 Arizona 5 8 13 Arkansas 5 1 6 California 8 17 25 Colorado 2 3 5 Florida 15 4 19 Georgia 13 6 19 Idaho 3 3 6 Illinois 9 5 14 Indiana 7 2 9 Iowa 3 3 6 Kansas 3 3 6 Kentucky 2 2 4 Louisiana 6 1 7 Mexico 5 5 10 Michigan 2 1 3 Minnesota 2 2 4 Mississippi 7 1 8 Missouri 4 3 7 Montana 2 4 6 Nebraska 1 3 4 Nevada 5 3 8 New Jersey 1 1 New Mexico 1 1 New York 3 1 4 North Carolina 11 2 13 North Dakota 0 7 7 Ohio 6 3 9 Oklahoma 5 1 6 Oregon 2 3 5 Pennsylvania 3 2 5 South Carolina 7 3 10 South Dakota 3 3 Tennessee 13 1 14 Texas 24 13 37 Utah 3 3 Virginia 3 1 4 Washington 3 5 8 West Virginia 2 2 Wisconsin 3 4 7 Wyoming 1 5 6 Total Properties 206 136 342 42 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Biggest changeOwned/Leased Location Brand Owned Leased Total Alabama 7 2 9 Arizona 5 9 14 Arkansas 5 1 6 California 8 23 31 Colorado 3 2 5 Florida 15 5 20 Georgia 14 7 21 Idaho 3 3 6 Illinois 10 5 15 Indiana 8 2 10 Iowa 3 3 6 Kansas 3 5 8 Kentucky 2 2 4 Louisiana 6 2 8 Mexico 5 5 10 Michigan 3 1 4 Minnesota 2 2 4 Mississippi 7 1 8 Missouri 5 3 8 Montana 2 5 7 Nebraska 1 3 4 Nevada 5 3 8 New Jersey 1 1 New Mexico 2 2 New York 3 1 4 North Carolina 11 1 12 North Dakota 7 7 Ohio 7 4 11 Oklahoma 5 2 7 Oregon 2 4 6 Pennsylvania 3 2 5 South Carolina 8 5 13 South Dakota 3 3 Tennessee 14 3 17 Texas 25 15 40 Utah 4 4 Virginia 3 4 7 Washington 3 5 8 West Virginia 2 2 Wisconsin 3 4 7 Wyoming 1 5 6 Total Properties 219 159 378 43 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We also own or lease parcels of vacant land, drop yards, and space for temporary trailer storage for ourselves and other carriers, as well as several non-operating facilities, which are excluded from the table below. As of December 31, 2024, our aggregate monthly rent for all leased properties was approximately $5.3 million with varying terms expiring through December 2053.
We also own or lease parcels of vacant land, drop yards, and space for temporary trailer storage for ourselves and other carriers, as well as several non-operating facilities, which are excluded from the table below. As of December 31, 2025, our aggregate monthly rent for all leased properties was approximately $5.9 million with varying terms expiring through December 2053.
Our U.S. Xpress headquarters located in Chattanooga, Tennessee, covers approximately 29.4 acres of land consisting of about 100,000 square feet of office space.
Xpress headquarters located in Chattanooga, Tennessee, covers approximately 29.4 acres of land consisting of about 100,000 square feet of office space.
Including Knight's former headquarters location, which was re-purposed as a regional operations facility, our headquarters cover approximately 200 acres, consisting of about 300,000 square feet of office space, 150,000 square feet of repair and maintenance facilities, a 20,000 square-foot driving associates' center and restaurant, an eight thousand square-foot recruiting and training center, a six thousand square-foot warehouse, a 300-space parking structure, as well as two truck wash and fueling facilities.
Our headquarters cover approximately 200 acres, consisting of about 300,000 square feet of office space, 150,000 square feet of repair and maintenance facilities, a 20,000 square-foot driving associates' center and restaurant, an eight thousand square-foot recruiting and training center, a six thousand square-foot warehouse, a 300-space parking structure, as well as two truck wash and fueling facilities. Our U.S.
Xpress Truckload, Logistics ACT LTL MME LTL Barr-Nunn Transportation LLC Truckload Abilene Motor Express, LLC Truckload DHE LTL 41 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Xpress Truckload, Logistics ACT 1 LTL Barr-Nunn Transportation LLC Truckload Abilene Motor Express, LLC Truckload 1 Properties disclosed under the DHE or MME brands in 2024 have been consolidated under the ACT brand in 2025 to align with our decision to consolidate our LTL businesses under one brand. 42 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. Mine Safety Disclosures 43 PART II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 43 Item 6. Reserved 44 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 45 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 74 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 44 PART II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 44 Item 6. Reserved 45 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 46 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 75 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+1 added−1 removed3 unchanged
Biggest changePeriod Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value That May Yet be Purchased Under the Plans or Programs 1 October 1, 2024 to October 31, 2024 — $ — — $ 200,041 November 1, 2024 to November 30, 2024 — $ — — $ 200,041 December 1, 2024 to December 31, 2024 — $ — — $ 200,041 Total as of December 31, 2024 — $ — — $ 200,041 1 On April 25, 2022, we announced that the Board approved the $350.0 million 2022 Knight-Swift Share Repurchase Plan, replacing the 2020 Knight-Swift Share Repurchase Plan.
Biggest changePeriod Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value That May Yet be Purchased Under the Plans or Programs 1 October 1, 2025 to October 31, 2025 — $ — — $ 200,041 November 1, 2025 to November 30, 2025 — $ — — $ 200,041 December 1, 2025 to December 31, 2025 — $ — — $ 200,041 Total as of December 31, 2025 — $ — — $ 200,041 1 On April 25, 2022, we announced that the Board approved the $350.0 million 2022 Knight-Swift Share Repurchase Plan, replacing the 2020 Knight-Swift Share Repurchase Plan.
There is no expiration date associated with this share repurchase authorization. See Note 18 in Part II, Item 8 of this Annual Report. 43 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
There is no expiration date associated with this share repurchase authorization. See Note 18 in Part II, Item 8 of this Annual Report. 44 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table shows our purchases of our common stock and the remaining amounts we are authorized to repurchase for each monthly period in the fourth quarter of 2024.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table shows our purchases of our common stock and the remaining amounts we are authorized to repurchase for each monthly period in the fourth quarter of 2025.
The graph assumes that the value of the investment in Knight-Swift's common stock and in each of the indexes (including reinvestment of dividends) was $100 on December 31, 2019, and tracks it through December 31, 2024. The stock price performance included in this graph is not necessarily indicative of Knight-Swift's future stock price performance.
The graph assumes that the value of the investment in Knight-Swift's common stock and in each of the indexes (including reinvestment of dividends) was $100 on December 31, 2020, and tracks it through December 31, 2025. The stock price performance included in this graph is not necessarily indicative of Knight-Swift's future stock price performance.
Stockholders Return Performance Graph The following graph compares the cumulative annual total return of stockholders from December 31, 2019 to December 31, 2024 of our stock relative to the cumulative total returns of the NYSE Composite index and an index of other companies within the trucking industry ( NASDAQ Trucking & Transportation ) over the same period.
Stockholders Return Performance Graph The following graph compares the cumulative annual total return of stockholders from December 31, 2020 to December 31, 2025 of our stock relative to the cumulative total returns of the NYSE Composite index and an index of other companies within the trucking industry ( NASDAQ Trucking & Transportation ) over the same period.
Our most recent dividend was declared on February 12, 2025 for $0.18 per share of common stock and is scheduled to be paid in March 2025. We currently expect to continue to pay comparable quarterly cash dividends in the future.
Our most recent dividend was declared on February 11, 2026 for $0.20 per share of common stock and is scheduled to be paid in March 2026. We currently expect to continue to pay comparable quarterly cash dividends in the future.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Our common stock trades on the NYSE under the symbol "KNX". As of December 31, 2024, we had 161,896,124 shares of common stock outstanding. On February 17, 2025, there were 36 holders of record of our common stock.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Our common stock trades on the NYSE under the symbol "KNX". As of December 31, 2025, we had 162,339,397 shares of common stock outstanding. On February 16, 2026, there were 29 holders of record of our common stock.
Removed
December 31, 2019 2020 2021 2022 2023 2024 Knight-Swift Transportation Holdings Inc. $ 100.00 $ 117.63 $ 172.72 $ 149.92 $ 166.56 $ 155.11 NYSE Composite 100.00 106.99 129.11 117.04 133.16 154.19 NASDAQ Trucking & Transportation 100.00 106.29 120.41 97.55 130.87 133.76
Added
December 31, 2020 2021 2022 2023 2024 2025 Knight-Swift Transportation Holdings Inc. $ 100.00 $ 146.82 $ 127.44 $ 141.59 $ 131.86 $ 132.00 NYSE Composite 100.00 120.68 109.39 124.46 144.12 169.62 NASDAQ Trucking & Transportation 100.00 113.28 91.78 123.12 125.85 138.77

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

117 edited+28 added−33 removed88 unchanged
Biggest changeXpress Acquisition in July 2023. 2024 2023 2024 vs. 2023 (Dollars in thousands) Increase (decrease) Depreciation and amortization of property and equipment $ 717,522 $ 664,962 7.9 % % of total revenue 9.7 % 9.3 % 40 bps % of revenue, excluding truckload and LTL fuel surcharge 10.9 % 10.5 % 40 bps Depreciation relates primarily to our owned tractors, trailers, buildings, electronic logging devices, other communication units, and other similar assets.
Biggest changeThe expense is impacted by changes in the tax rates and registration fees associated with our tractor fleet and regional operating facilities. 2025 Compared to 2024 — Operating taxes and licenses expenses increased by $7.6 million for 2025, as compared to the same periods last year, primarily as a result of expanding our LTL network. 2025 2024 2025 vs. 2024 (Dollars in thousands) Increase (decrease) Communications $ 29,326 $ 31,152 (5.9 %) % of total revenue 0.4 % 0.4 % — bps % of revenue, excluding truckload and LTL fuel surcharge 0.4 % 0.5 % (10 bps) Communications expense is comprised of costs associated with our tractor and trailer tracking systems, information technology systems, and phone systems. 2025 Compared to 2024 — Communications expense as a percentage of total revenue and revenue, excluding truckload and LTL fuel surcharge remained relatively flat for 2025, as compared to 2024. 2025 2024 2025 vs. 2024 (Dollars in thousands) Increase (decrease) Depreciation and amortization of property and equipment $ 711,069 $ 717,522 (0.9 %) % of total revenue 9.5 % 9.7 % (20 bps) % of revenue, excluding truckload and LTL fuel surcharge 10.6 % 10.9 % (30 bps) Depreciation relates primarily to our owned tractors, trailers, buildings, electronic logging devices, other communication units, and other similar assets.
Refer to Note 8, in Part II, Item 8 of this Annual Report for discussion about the impact of the amortization of definite-lived intangibles on our results for 2024 and 2023. Impairments of Long-lived Assets — Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as necessary.
Refer to Note 8, in Part II, Item 8 of this Annual Report for discussion about the impact of the amortization of definite-lived intangibles on our results for 2025 and 2024. Impairments of Long-lived Assets — Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as necessary.
If such additional borrowing, lease financing, or equity capital is not available at the time we need it, then we may need to borrow more under the 2021 Revolver (if not then fully drawn), extend the maturity of then-outstanding debt, rely on alternative financing arrangements, engage in asset sales, limit our fleet size, or operate our revenue equipment for longer periods.
If such additional borrowing, lease financing, or equity capital is not available at the time we need it, then we may need to borrow more under the 2025 Revolver (if not then fully drawn), extend the maturity of then-outstanding debt, rely on alternative financing arrangements, engage in asset sales, limit our fleet size, or operate our revenue equipment for longer periods.
Share Repurchases — From time to time, and depending on Free Cash Flow 1 availability, debt levels, the price of our common stock, general economic and market conditions, as well as internal approval requirements, we may repurchase shares of our outstanding common stock. The 2022 Knight-Swift Repurchase Plan had $200.0 million available as of December 31, 2024.
Share Repurchases — From time to time, and depending on Free Cash Flow 1 availability, debt levels, the price of our common stock, general economic and market conditions, as well as internal approval requirements, we may repurchase shares of our outstanding common stock. The 2022 Knight-Swift Repurchase Plan had $200.0 million available as of December 31, 2025.
We continue to utilize our fuel efficiency initiatives such as trailer blades, idle-control, management of tractor speeds, fleet updates for more fuel-efficient engines, management of fuel procurement, and driving associate training programs that we believe contribute to controlling our fuel expense. 55 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We continue to utilize our fuel efficiency initiatives such as trailer blades, idle-control, management of tractor speeds, fleet updates for more fuel-efficient engines, management of fuel procurement, and driving associate training programs that we believe contribute to controlling our fuel expense. 56 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Operations and maintenance expenses are typically affected by the age of our company-owned fleet of tractors and trailers and the miles driven. We expect the driver market to remain competitive throughout 2025, which could increase future driving associate development and recruiting costs and negatively affect our operations and maintenance expense.
Operations and maintenance expenses are typically affected by the age of our company-owned fleet of tractors and trailers and the miles driven. We expect the driver market to remain competitive throughout 2026, which could increase future driving associate development and recruiting costs and negatively affect our operations and maintenance expense.
The fair value of the goodwill was established using an equal weighting of both the income and market approaches. In evaluating this quantitative analysis, the Company determined that it was more likely than not that fair value exceeded carrying value for the Company's reporting units as of June 30, 2024 and 2023.
The fair value of the goodwill was established using an equal weighting of both the income and market approaches. In evaluating this quantitative analysis, the Company determined that it was more likely than not that fair value exceeded carrying value for the Company's reporting units as of June 30, 2025 and 2024.
Xpress Acquisition, and other acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the consolidated statements of comprehensive income. 62 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Xpress Acquisition, and other acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the consolidated statements of comprehensive income. 63 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Refer to Note 16 in Part II, Item 8 of this Annual Report for additional discussion of our short-term and long-term contractual payment obligations related to purchase commitments. 68 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Refer to Note 16 in Part II, Item 8 of this Annual Report for additional discussion of our short-term and long-term contractual payment obligations related to purchase commitments. 69 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We continue to leverage our power-only capabilities to complement our asset business, build a broader and more diversified freight portfolio, and to enhance the returns on our capital assets. 53 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We continue to leverage our power-only capabilities to complement our asset business, build a broader and more diversified freight portfolio, and to enhance the returns on our capital assets. 54 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We continue to offer power-only services through our Logistics segment by leveraging our fleet of approximately 93,000 trailers as of December 31, 2024. • All Other Segments include support services provided to our customers and third-party carriers including equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, warranty services, and insurance for independent contractors, as well as insurance for affiliated carriers through the first quarter of 2024.
We continue to offer power-only services through our Logistics segment by leveraging our fleet of approximately 85,000 trailers as of December 31, 2025. • All Other Segments include support services provided to our customers and third-party carriers including equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, warranty services, and insurance for independent contractors, as well as insurance for affiliated carriers through the first quarter of 2024.
Our primary fixed costs are depreciation and lease expense for revenue equipment and terminals, non-driver employee compensation, amortization of intangible assets, and interest expenses. 49 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Our primary fixed costs are depreciation and lease expense for revenue equipment and terminals, non-driver employee compensation, amortization of intangible assets, and interest expenses. 50 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Refer to Note 4, in Part II, Item 8 of this Annual Report for discussion about the fair value of net assets acquired in business combinations and the impact on our results for 2024 and 2023.
Refer to Note 4, in Part II, Item 8 of this Annual Report for discussion about the fair value of net assets acquired in business combinations and the impact on our results for 2025 and 2024.
Refer to Notes 4 and 21, in Part II, Item 8 of this Annual Report for discussion about the fair value of contingent consideration agreements and the impact on our results for 2024 and 2023.
Refer to Notes 4 and 21, in Part II, Item 8 of this Annual Report for discussion about the fair value of contingent consideration agreements and the impact on our results for 2025 and 2024.
Consolidated and segment Adjusted Operating Ratios are reconciled to their corresponding GAAP operating ratios under "Non-GAAP Financial Measures," below 50 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Consolidated and segment Adjusted Operating Ratios are reconciled to their corresponding GAAP operating ratios under "Non-GAAP Financial Measures," below 51 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Refer to Note 21, in Part II, Item 8 of this Annual Report for discussion about the changes in long-lived assets and the impact on our results for 2024 and 2023.
Refer to Note 21, in Part II, Item 8 of this Annual Report for discussion about the changes in long-lived assets and the impact on our results for 2025 and 2024.
Other income, net — Other income, net is primarily comprised of (gains) and losses from our various equity investments, as well as certain other non-operating income and expense items that may arise outside of the normal course of business. 2024 Compared to 2023 — The increase in consolidated other income, net is primarily due to the $36.6 million benefit for the mark-to-market adjustment in 2024 related to certain purchase price obligations associated with the acquisition of U.S.
Other income, net — Other income, net is primarily comprised of (gains) and losses from our various equity investments, as well as certain other non-operating income and expense items that may arise outside of the normal course of business. 2025 Compared to 2024 — The decrease in consolidated other income, net is primarily due to the $36.6 million benefit for the mark-to-market adjustment in 2024 related to certain purchase price obligations associated with the acquisition of U.S.
Note regarding presentation: A discussion of changes in our results of operations from 2022 to 2023 has been omitted from this Annual Report, but may be found in "Item 7.
Note regarding presentation: A discussion of changes in our results of operations from 2023 to 2024 has been omitted from this Annual Report, but may be found in "Item 7.
There is also some judgement involved with estimating expected forfeiture rates as we have opted to net the benefit of expected forfeitures against our stock-based compensation expense. Refer to Note 19, in Part II, Item 8 of this Annual Report for discussion about the assumptions related to these awards and the impact on our results for 2024 and 2023.
There is also some judgment involved with estimating expected forfeiture rates as we have opted to net the benefit of expected forfeitures against our stock-based compensation expense. Refer to Note 19, in Part II, Item 8 of this Annual Report for discussion about the assumptions related to these awards and the impact on our results for 2025 and 2024.
See additional discussion of our operating results within "Results of Operations — Consolidated Operating and Other Expenses" below. 47 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
See additional discussion of our operating results within "Results of Operations — Consolidated Operating and Other Expenses" below. 48 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We anticipate that depreciation and amortization expense will increase, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, for a majority of our revenue equipment, terminal improvements, or terminal expansions in 2025. 57 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We anticipate that depreciation and amortization expense will increase, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, for a majority of our revenue equipment, terminal improvements, or terminal expansions in 2026. 58 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
In connection with our business strategy, we regularly evaluate acquisition, investment, and strategic partnership opportunities. We expect net cash capital expenditures will be in the range of $575.0 to $625.0 million in 2025. Our expected net cash capital expenditures primarily represent replacements of existing tractors and trailers and investments in our terminal network, driver amenities, and technology, and excludes acquisitions.
In connection with our business strategy, we regularly evaluate acquisition, investment, and strategic partnership opportunities. We expect net cash capital expenditures will be in the range of $625.0 to $675.0 million in 2026. Our expected net cash capital expenditures primarily represent replacements of existing tractors and trailers and investments in our terminal network, driver amenities, and technology, and excludes acquisitions.
Xpress Acquisition, and other acquisitions. See Note 4 and Note 8 in Part II, Item 8, of this Annual Report for further details regarding the Company's intangible assets, historical amortization, and anticipated future amortization. 2024 Compared to 2023 — The increase in consolidated amortization of intangibles for 2024 is primarily attributed to the U.S. Xpress and DHE acquisitions.
Xpress Acquisition, and other acquisitions. See Note 4 and Note 8 in Part II, Item 8, of this Annual Report for further details regarding the Company's intangible assets, historical amortization, and anticipated future amortization. 2025 Compared to 2024 — The increase in consolidated amortization of intangibles for 2025 is primarily attributed to the DHE acquisition.
Xpress Acquisition. 2 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2. 3 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 3. 4 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 5. 5 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 6. 65 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Xpress Acquisition. 2 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2. 3 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 3. 4 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 5. 66 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Xpress and UTXL acquisitions. 66 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Xpress and UTXL acquisitions. 67 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Revenue • Our truckload services include irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border transportation of various products, goods, and materials for our diverse customer base with approximately 16,300 irregular route and 6,500 dedicated tractors. • Our LTL business, which was initially established in 2021 through the ACT Acquisition and later the MME and DHE acquisitions, provides our customers with regional LTL transportation service through our growing network of approximately 170 facilities and a door count of approximately 6,060.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Revenue • Our truckload services include irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border transportation of various products, goods, and materials for our diverse customer base with approximately 15,500 irregular route and 6,000 dedicated tractors. • Our LTL business, which was initially established in 2021 through the ACT Acquisition and later the MME and DHE acquisitions, provides our customers with LTL transportation service through our growing network of approximately 180 facilities and a door count of approximately 6,690.
If claims development factors that are based upon historical experience had increased by 10%, our claims accrual as of December 31, 2024 would have potentially increased by $43.4 million. Refer to Note 10, in Part II, Item 8 of this Annual Report for discussion about the changes in the claims accrual balance.
If claims development factors that are based upon historical experience had increased by 10%, our claims accrual as of December 31, 2025 would have potentially increased by $40.6 million. Refer to Note 10, in Part II, Item 8 of this Annual Report for discussion about the changes in the claims accrual balance.
However, we believe the combination of our expected cash flows, financing available through operating and finance leases, available funds under our 2023 RSA, and availability under the 2021 Revolver will be sufficient to fund our expected capital expenditures for at least the next twelve months.
However, we believe the combination of our expected cash flows, financing available through operating and finance leases, available funds under our 2025 RPA, and availability under the 2025 Revolver will be sufficient to fund our expected capital expenditures for at least the next twelve months.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Segment Review Truckload Segment We generate revenue in the Truckload segment primarily through irregular route, dedicated, refrigerated, flatbed, expedited, and cross-border service offerings, with approximately 16,300 irregular route tractors and approximately 6,500 dedicated route tractors in use during 2024.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Segment Review Truckload Segment We generate revenue in the Truckload segment primarily through irregular route, dedicated, refrigerated, flatbed, expedited, and cross-border service offerings, with approximately 15,500 irregular route tractors and approximately 6,000 dedicated route tractors in use during 2025.
"Cash and cash equivalents – restricted" consists of $147.7 million, which is included in "Cash and cash equivalents — restricted" in the consolidated balance sheets held by Mohave and Red Rock for claims payments. The remaining $4.3 million is included in "Other long-term assets" and is held in escrow accounts to meet statutory requirements.
"Cash and cash equivalents – restricted" consists of $82.4 million, which is included in "Cash and cash equivalents — restricted" in the consolidated balance sheets held by Mohave and Red Rock for claims payments. The remaining $5.9 million is included in "Other long-term assets" and is held in escrow accounts to meet statutory requirements.
See further details regarding our share repurchases under Note 18 in Part II, Item 8 of this Annual Report. Working Capital We had a working capital deficit of $258.0 million as of December 31, 2024 and a working capital deficit of $116.3 million as of December 31, 2023.
See further details regarding our share repurchases under Note 18 in Part II, Item 8 of this Annual Report. Working Capital We had a working capital deficit of $143.7 million as of December 31, 2025 and a working capital deficit of $258.0 million as of December 31, 2024.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED 2024 2023 2024 vs. 2023 (Dollars in thousands) Increase (decrease) Amortization of intangibles $ 75,280 $ 70,138 7.3 % % of total revenue 1.0 % 1.0 % — bps % of revenue, excluding truckload and LTL fuel surcharge 1.1 % 1.1 % — bps Amortization of intangibles relates to intangible assets identified with the 2017 Merger, ACT Acquisition, U.S.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED 2025 2024 2025 vs. 2024 (Dollars in thousands) Increase (decrease) Amortization of intangibles $ 76,984 $ 75,280 2.3 % % of total revenue 1.0 % 1.0 % — bps % of revenue, excluding truckload and LTL fuel surcharge 1.2 % 1.1 % 10 bps Amortization of intangibles relates to intangible assets identified with the 2017 Merger, ACT Acquisition, U.S.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED 2024 2023 2024 vs. 2023 (Dollars in thousands) Increase (decrease) Operating taxes and licenses $ 127,505 $ 117,024 9.0 % % of total revenue 1.7 % 1.6 % 10 bps % of revenue, excluding truckload and LTL fuel surcharge 1.9 % 1.9 % — bps Operating taxes and licenses include state franchise taxes, state and federal highway use taxes, property taxes, vehicle license and registration fees, and fuel and mileage taxes, among others.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED 2025 2024 2025 vs. 2024 (Dollars in thousands) Increase (decrease) Operating taxes and licenses $ 135,064 $ 127,505 5.9 % % of total revenue 1.8 % 1.7 % 10 bps % of revenue, excluding truckload and LTL fuel surcharge 2.0 % 1.9 % 10 bps Operating taxes and licenses include state franchise taxes, state and federal highway use taxes, property taxes, vehicle license and registration fees, and fuel and mileage taxes, among others.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Material Debt Agreements As of December 31, 2024, we had $2.9 billion in material debt obligations at the following carrying values: • $349.1 million: 2021 Term Loan A-2, due September 2026, net of $0.9 million in deferred loan costs • $779.4 million: 2021 Term Loan A-3, due September 2026, net of $0.6 million in deferred loan costs • $249.5 million: 2023 Term Loan, due September 2026, net of $0.5 million in deferred loan costs • $459.0 million: 2023 RSA outstanding borrowings, net of $0.2 million in deferred loan costs • $597.4 million: Finance lease obligations • $232.0 million: 2021 Revolver, due September 2026 • $192.3 million: Revenue equipment installment notes • $23.3 million: Other, net of approximately $10,000 in deferred loan costs As of December 31, 2023, we had $2.7 billion in material debt obligations at the following carrying values: • $199.9 million: 2021 Term Loan A-2, due September 2024, net of $0.1 million in deferred loan costs • $799.1 million: 2021 Term Loan A-3, due September 2026, net of $0.9 million in deferred loan costs • $249.1 million: 2023 Term Loan, due September 2026, net of $0.9 million in deferred loan costs • $526.5 million: 2023 RSA outstanding borrowings, net of $0.5 million in deferred loan costs • $528.9 million: Finance lease obligations • $67.0 million: 2021 Revolver, due September 2026 • $279.3 million: Revenue equipment installment notes • $33.6 million: Other, net of approximately $22,000 in deferred loan costs Key terms and other details regarding our material debt obligations and finance leases are discussed in Notes 12, 13, and 14 in Part II, Item 8 of this Annual Report, and are incorporated by reference herein.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Material Debt Agreements As of December 31, 2025, we had $2.4 billion in material debt obligations at the following carrying values: • $698.1 million: 2025 Term Loan A-1, due July 2030, net of $1.9 million in deferred loan costs • $299.4 million: 2025 Term Loan A-2, due January 2027, net of $0.6 million in deferred loan costs • $606.2 million: Finance lease obligations • $626.0 million: 2025 Revolver, due July 2030 • $106.6 million: Revenue equipment installment notes • $13.9 million: Other As of December 31, 2024, we had $2.9 billion in material debt obligations at the following carrying values: • $349.1 million: 2021 Term Loan A-2, due September 2026, net of $0.9 million in deferred loan costs • $779.4 million: 2021 Term Loan A-3, due September 2026, net of $0.6 million in deferred loan costs • $249.5 million: 2023 Term Loan, due September 2026, net of $0.5 million in deferred loan costs • $459.0 million: 2023 RSA outstanding borrowings, net of $0.2 million in deferred loan costs • $597.4 million: Finance lease obligations • $232.0 million: 2021 Revolver, due September 2026 • $192.3 million: Revenue equipment installment notes • $23.3 million: Other, net of approximately $10,000 in deferred loan costs Key terms and other details regarding our material debt obligations and finance leases are discussed in Notes 12, 13, and 14 in Part II, Item 8 of this Annual Report, and are incorporated by reference herein.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2023 Annual Report filed with the SEC on February 22, 2024 . 61 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2024 Annual Report filed with the SEC on February 20, 2025 . 62 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Principal and Interest Payments — As of December 31, 2024, we had debt, accounts receivable securitization, and finance lease obligations of $2.9 billion, which are discussed under "Material Debt Agreements," below.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Principal and Interest Payments — As of December 31, 2025, we had debt and finance lease obligations of $2.4 billion, which are discussed under "Material Debt Agreements," below.
See Note 4 in Part II, Item 8, of this Annual Report for more details regarding our acquisitions. 2024 2023 2024 vs. 2023 (Dollars in thousands) Increase (decrease) Rental expense $ 171,665 $ 130,269 31.8 % % of total revenue 2.3 % 1.8 % 50 bps % of revenue, excluding truckload and LTL fuel surcharge 2.6 % 2.1 % 50 bps Rental expense consists primarily of payments for revenue equipment assumed in the U.S.
See Note 4 in Part II, Item 8, of this Annual Report for more details regarding our acquisitions. 2025 2024 2025 vs. 2024 (Dollars in thousands) Increase (decrease) Rental expense $ 166,833 $ 171,665 (2.8 %) % of total revenue 2.2 % 2.3 % (10 bps) % of revenue, excluding truckload and LTL fuel surcharge 2.5 % 2.6 % (10 bps) Rental expense consists primarily of payments for revenue equipment assumed in the U.S.
Therefore, we believe that revenue, excluding truckload and LTL fuel surcharge is a better measure for analyzing many of our expenses and operating metrics. 2024 2023 2024 vs. 2023 (Dollars in thousands) Increase (decrease) Salaries, wages, and benefits $ 2,821,987 $ 2,479,759 13.8 % % of total revenue 38.1 % 34.7 % 340 bps % of revenue, excluding truckload and LTL fuel surcharge 42.7 % 39.3 % 340 bps Salaries, wages, and benefits expense is primarily affected by the total number of miles driven by and rates we pay to our company driving associates, and employee benefits including healthcare, workers' compensation, and other benefits.
Therefore, we believe that revenue, excluding truckload and LTL fuel surcharge is a better measure for analyzing many of our expenses and operating metrics. 2025 2024 2025 vs. 2024 (Dollars in thousands) Increase (decrease) Salaries, wages, and benefits $ 2,955,901 $ 2,821,987 4.7 % % of total revenue 39.6 % 38.1 % 150 bps % of revenue, excluding truckload and LTL fuel surcharge 44.2 % 42.7 % 150 bps Salaries, wages, and benefits expense is primarily affected by the total number of miles driven by and rates we pay to our company driving associates, and employee benefits including healthcare, workers' compensation, and other benefits.
In recent years, insurance carriers have raised premiums for many businesses, including transportation companies. As a result, our insurance and claims expense could increase in the future, or we could raise our self-insured retention limits or reduce excess coverage limits when our policies are renewed or replaced.
In recent years, insurance carriers have raised premiums for transportation companies based upon significant verdicts and settlements against transportation companies. As a result, our insurance and claims expense could increase in the future, or we could raise our self-insured retention limits or reduce excess coverage limits when our policies are renewed or replaced.
These are primarily included within "Salaries, wages, and benefits" in the consolidated statements of comprehensive income. 6 "Severance expense" is included within "Salaries, wages, and benefits" in the consolidated statements of comprehensive income. 7 " Change in fair value of deferred earnout" reflects the benefit for the change in fair value of a deferred earnout related to various acquisitions, which is recorded in "Miscellaneous operating expenses." 8 "Loss on investment" reflects the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024 and is recorded within the All Other Segments. 9 Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S.
The transaction fees are primarily included within "Miscellaneous operating expenses." 5 "Severance expense" is included within "Salaries, wages, and benefits" in the consolidated statements of comprehensive income. 6 " Change in fair value of deferred earnout" reflects the benefit for the change in fair value of a deferred earnout related to various acquisitions, which is recorded in "Miscellaneous operating expenses." 7 "Loss on investment" reflects the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024 and is recorded within the All Other Segments. 8 "Write-off of deferred debt issuance costs" was incurred from replacing the 2021 Debt Agreement and 2023 Debt Agreement with the 2025 Debt Agreement, as well as replacing the 2025 RSA with the 2025 RPA. 9 Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S.
The following discussion should be read in conjunction with Note 2, as it presents uncertainties involved in applying the accounting policies, and provides insight into the quality of management's estimates and variability in the amounts recorded for these critical accounting estimates.
Note 2 in Part II, Item 8 of this Annual Report describes the Company's accounting policies. The following discussion should be read in conjunction with Note 2, as it presents uncertainties involved in applying the accounting policies, and provides insight into the quality of management's estimates and variability in the amounts recorded for these critical accounting estimates.
Additionally, we have various other operating segments, included within our All Other Segments. Key Financial Highlights During 2024, consolidated total revenue was $7.4 billion, which is a 3.8% increase over 2023. Consolidated operating income was $243.4 million in 2024, reflecting a decrease of 28.0% from 2023.
Additionally, we have various other operating segments, included within our All Other Segments. Key Financial Highlights During 2025, consolidated total revenue was $7.5 billion, which is a 0.8% increase over 2024. Consolidated operating income was $216.1 million in 2025, reflecting a decrease of 11.2% from 2024.
Interest expense — Interest expense is comprised of debt and finance lease interest expense, as well as amortization of deferred loan costs. 2024 Compared to 2023 — Consolidated interest expense increased due to an increase in interest rates during 2024 and an increase in the average debt balance.
Interest expense — Interest expense is comprised of debt and finance lease interest expense, as well as amortization of deferred loan costs. 2025 Compared to 2024 — Consolidated interest expense decreased due to a decrease in average interest rates during 2025, partially offset by an increase in the average debt balance.
The face value of our debt, net of unrestricted cash ("Net Debt") was $2.7 billion at the end of 2024. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants.
We ended 2025 with $1.1 billion in unrestricted cash and cash equivalents and available liquidity and $7.1 billion of stockholders' equity. The face value of our debt, net of unrestricted cash ("Net Debt") was $2.1 billion at the end of 2025. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants.
In the first quarter of 2024, we exited our third-party insurance business, which offered insurance products to third-party carriers, earning premium revenues, which were partially offset by increased insurance reserves, and which exposed us to claims and inability to collect premiums.
In the first quarter of 2024, we exited our third-party insurance business, which offered insurance products to third-party carriers, earning premium revenues, which were partially offset by increased insurance reserves, and which exposed us to claims and inability to collect premiums. 2025 Compared to 2024 — Consolidated insurance and claims expense decreased primarily due to the Company exiting the third-party insurance business at the end of the first quarter of 2024.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED The fair values of certain earnout arrangements are estimated by discounting the expected future contingent payments to present value using a variation of the income approach, specifically using a Monte Carlo Simulation approach.
The fair values of certain earnout arrangements are estimated by discounting the expected future contingent payments to present value using a variation of the income approach, specifically using a Monte Carlo Simulation approach.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Results of Operations — Summary Notes regarding presentation: A discussion of changes in our results of operations from 2022 to 2023 has been omitted from this Annual Report, but may be found in "Item 7.
Results of Operations — Summary Notes regarding presentation: A discussion of changes in our results of operations from 2023 to 2024 has been omitted from this Annual Report, but may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2024 Annual Report filed with the SEC on February 20, 2025.
For each transaction, we estimate the fair value of contingent earnout payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability on the consolidated balance sheets. 72 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
For each transaction, we estimate the fair value of contingent earnout payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability on the consolidated balance sheets.
Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit. Knight-Swift evaluated its goodwill associated with the 2017 Merger and various acquisitions as of June 30, 2024 and 2023.
Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit. Knight-Swift evaluated its goodwill associated with the 2017 Merger and various acquisitions as of June 30, 2025 and 2024. The evaluations were completed using fair value measurement guidance prescribed in ASC 350, Intangibles – Goodwill and Other.
Consolidated Other Expenses, net The following table summarizes fluctuations in certain non-operating expenses included in our consolidated statements of comprehensive income: 2024 2023 2024 vs. 2023 (Dollars in thousands) Increase (decrease) Interest income $ (16,556) $ (21,577) (23.3 %) Interest expense $ 171,158 $ 127,100 34.7 % Other income, net $ (60,260) $ (37,659) 60.0 % Income tax expense $ 32,960 $ 54,768 (39.8 %) Interest income — Interest income includes interest earned from financing revenue equipment to independent contractors, as well as interest earned from our investments. 2024 Compared to 2023 — The decrease in consolidated interest income is primarily due to the lower balances in our interest yielding cash accounts during 2024.
Consolidated Other Expenses, net The following table summarizes fluctuations in certain non-operating expenses included in our consolidated statements of comprehensive income: 2025 2024 2025 vs. 2024 (Dollars in thousands) Increase (decrease) Interest income $ (10,910) $ (16,556) (34.1 %) Interest expense $ 161,795 $ 171,158 (5.5 %) Other income, net $ (30,145) $ (60,260) (50.0 %) Income tax expense $ 29,768 $ 32,960 (9.7 %) Interest income — Interest income includes interest earned from financing revenue equipment to independent contractors, as well as interest earned from our investments. 2025 Compared to 2024 — The decrease in consolidated interest income is primarily due to the lower balances in our interest yielding cash accounts during 2025.
The main fixed costs in the Intermodal segment are depreciation of our company tractors related to drayage, containers, and chassis, as well as non-driver employee compensation and benefits. 2024 2023 2024 vs. 2023 (Dollars in thousands, except per load data) Increase (decrease) Total revenue $ 387,232 $ 410,549 (5.7 %) GAAP: Operating loss $ (9,458) $ (10,507) 10.0 % Average revenue per load 1 $ 2,590 $ 2,842 (8.9 %) GAAP: Operating ratio 1 102.4 % 102.6 % (20 bps) Load count 149,512 144,471 3.5 % Average tractors 1 2 615 639 (3.8 %) Average containers 1 12,572 12,730 (1.2 %) 1 Defined within "Operating Statistics" above. 2 Includes 561 and 577 c ompany-owned tractors for 2024 and 2023, respectively. 2024 Compared to 2023 — Intermodal operated with a 102.4% operating ratio in 2024.
The main fixed costs in the Intermodal segment are depreciation of our company tractors related to drayage, containers, and chassis, as well as non-driver employee compensation and benefits. 2025 2024 2025 vs. 2024 (Dollars in thousands, except per load data) Increase (decrease) Revenue $ 364,914 $ 387,232 (5.8 %) GAAP: Operating loss $ (7,640) $ (9,458) 19.2 % Non-GAAP: Adjusted Operating Loss 1 2 $ (5,186) $ (9,458) 45.2 % Average revenue per load 1 $ 2,615 $ 2,590 1.0 % GAAP: Operating ratio 1 102.1 % 102.4 % (30 bps) Non-GAAP: Adjusted Operating Ratio 1 2 101.4 % 102.4 % (100 bps) Load count 139,553 149,512 (6.7 %) Average tractors 1 2 595 615 (3.3 %) Average containers 1 12,539 12,572 (0.3 %) 1 Defined within "Operating Statistics" above. 2 Includes 548 and 561 c ompany-owned tractors for 2025 and 2024, respectively. 2025 Compared to 2024 — Intermodal operated with a 101.4% Adjusted Operating Ratio, while total revenue decreased 5.8% to $364.9 million.
Consolidated net income attributable to Knight-Swift decreased by 45.8% from 2023 to $117.6 million. • Truckload — 96.7% operating ratio during 2024, with a 9.4% increase in revenue, excluding fuel surcharge and intersegment transactions, compared to 2023. • LTL — 92.9% operating ratio during 2024 with a 16.2% increase in revenue, excluding fuel surcharge. • Logistics — 95.9% operating ratio during 2024.
Consolidated net income attributable to Knight-Swift decreased by 43.9% from 2024 to $65.9 million. • Truckload — 97.0% operating ratio during 2025, with a 2.8% decrease in revenue, excluding fuel surcharge and intersegment transactions, compared to 2024. • LTL — 97.4% operating ratio during 2025 with a 20.6% increase in revenue, excluding fuel surcharge. • Logistics — 96.0% operating ratio during 2025.
This resulted in a 2024 effective tax rate of 22.1% and a 2023 effective tax rate of 20.3%. • Offset — $1.0 million decrease in operating loss within our Intermodal segment driven by a 3.5% increase in load count.
This resulted in a 2025 effective tax rate of 31.2% and a 2024 effective tax rate of 22.1%. • Offset — $1.8 million decrease in operating loss within our Intermodal segment driven by a 1.0% increase in revenue per load.
This segment produced a 90.1% Adjusted Operating Ratio in 2024, while Adjusted Operating Income decreased 21.6% year-over-year primarily due to start-up costs and early-stage operations at our recently opened facilities and costs related to the system integration of DHE, which was completed during the fourth quarter of 2024. 52 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
This segment produced a 93.2% Adjusted Operating Ratio in 2025, and Adjusted Operating Income decreased 17.0% year-over-year primarily due to start-up costs and early-stage operations at our recently opened facilities and costs related to the system integration of DHE. 53 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Logistics Segment The Logistics segment is less asset-intensive than the Truckload and LTL segments and is dependent upon capable non-driver employees, modern and effective information technology, and third-party capacity providers. Logistics revenue is primarily generated by its brokerage operations.
We continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market. Logistics Segment The Logistics segment is less asset-intensive than the Truckload and LTL segments and is dependent upon capable non-driver employees, modern and effective information technology, and third-party capacity providers. Logistics revenue is primarily generated by its brokerage operations.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 2024 2023 (Dollars in thousands) GAAP: Net income attributable to Knight-Swift $ 117,626 $ 217,149 Adjusted for: Income tax expense attributable to Knight-Swift 32,960 54,768 Income before income taxes attributable to Knight-Swift 150,586 271,917 Amortization of intangibles 1 75,945 70,138 Impairments 2 19,012 2,236 Legal accruals 3 2,560 7,694 Transaction fees 4 602 6,868 Other acquisition related expenses 5 — 7,697 Severance expense 6 7,219 5,151 Change in fair value of deferred earnout 7 (859) (3,359) Loss on investment 8 12,107 — USX mark to market adjustment 9 (36,617) — Adjusted income before income taxes 230,555 368,342 Provision for income tax expense at effective rate 10 (58,470) (89,603) Non-GAAP: Adjusted Net Income Attributable to Knight-Swift $ 172,085 $ 278,739 Note: Since the numbers reflected in the table below are calculated on a per share basis, they may not foot due to rounding. 2024 2023 GAAP: Earnings per diluted share $ 0.73 $ 1.34 Adjusted for: Income tax expense (benefit) attributable to Knight-Swift 0.20 0.34 Income before income taxes attributable to Knight-Swift 0.93 1.68 Amortization of intangibles 1 0.47 0.43 Impairments 2 0.12 0.01 Legal accruals 3 0.02 0.05 Transaction fees 4 — 0.04 Other acquisition related expenses 5 — 0.05 Severance expense 6 0.04 0.03 Change in fair value of deferred earnout 7 (0.01) (0.02) Loss on investment 8 0.07 — USX mark to market adjustment 9 (0.23) — Adjusted income before income taxes 1.42 2.28 Provision for income tax expense at effective rate 10 (0.36) (0.55) Non-GAAP: Adjusted EPS $ 1.06 $ 1.72 1 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT Acquisition, the U.S.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 2025 2024 (Dollars in thousands) GAAP: Net income attributable to Knight-Swift $ 65,946 $ 117,626 Adjusted for: Income tax expense attributable to Knight-Swift 29,768 32,960 Income before income taxes attributable to Knight-Swift 95,714 150,586 Amortization of intangibles 1 78,229 75,945 Impairments 2 98,308 19,012 Legal accruals 3 1,241 2,560 Transaction fees 4 — 602 Severance expense 5 3,005 7,219 Change in fair value of deferred earnout 6 — (859) Loss on investment 7 — 12,107 Write-off of deferred debt issuance costs 8 2,860 — USX mark to market adjustment 9 — (36,617) Adjusted income before income taxes 279,357 230,555 Provision for income tax expense at effective rate 10 (74,619) (58,470) Non-GAAP: Adjusted Net Income Attributable to Knight-Swift $ 204,738 $ 172,085 Note: Since the numbers reflected in the table below are calculated on a per share basis, they may not foot due to rounding. 2025 2024 GAAP: Earnings per diluted share $ 0.41 $ 0.73 Adjusted for: Income tax expense attributable to Knight-Swift 0.18 0.20 Income before income taxes attributable to Knight-Swift 0.59 0.93 Amortization of intangibles 1 0.48 0.47 Impairments 2 0.61 0.12 Legal accruals 3 0.01 0.02 Transaction fees 4 — — Severance expense 5 0.02 0.04 Change in fair value of deferred earnout 6 — (0.01) Loss on investment 7 — 0.07 Write-off of deferred debt issuance costs 8 0.02 — USX mark to market adjustment 9 — (0.23) Adjusted income before income taxes 1.72 1.42 Provision for income tax expense at effective rate 10 (0.46) (0.36) Non-GAAP: Adjusted EPS $ 1.26 $ 1.06 1 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT Acquisition, the U.S.
Fixed Logistics operating expenses primarily include non-driver employee compensation and benefits recorded in "Salaries, wages, and benefits," as well as depreciation and amortization expense recorded in "Depreciation and amortization of property and equipment" in the consolidated statements of comprehensive income. 2024 2023 2024 vs. 2023 (Dollars in thousands, except per load data) Increase (decrease) Total revenue $ 570,001 $ 582,250 (2.1 %) Revenue, excluding intersegment transactions $ 570,001 $ 577,695 (1.3 %) GAAP: Operating income $ 23,312 $ 43,418 (46.3 %) Non-GAAP: Adjusted Operating Income 1 2 $ 27,968 $ 45,031 (37.9 %) Revenue per load - Brokerage only 2 $ 1,894 $ 1,724 9.9 % Gross margin percentage - Brokerage only 2 17.5 % 18.7 % (120 bps) GAAP: Operating ratio 2 95.9 % 92.5 % 340 bps Non-GAAP: Adjusted Operating Ratio 1 2 95.1 % 92.2 % 290 bps 1 Refer to "Non-GAAP Financial Measures" below. 2 Defined under "Operating Statistics" above. 2024 Compared to 2023 — Logistics Adjusted Operating Ratio was 95.1%, with a gross margin of 17.5% in 2024, compared to 18.7% in 2023.
Fixed Logistics operating expenses primarily include non-driver employee compensation and benefits recorded in "Salaries, wages, and benefits," as well as depreciation and amortization expense recorded in "Depreciation and amortization of property and equipment" in the consolidated statements of comprehensive income. 2025 2024 2025 vs. 2024 (Dollars in thousands, except per load data) Increase (decrease) Revenue $ 570,294 $ 570,001 0.1 % GAAP: Operating income $ 23,059 $ 23,312 (1.1 %) Non-GAAP: Adjusted Operating Income 1 2 $ 27,715 $ 27,968 (0.9 %) Revenue per load – Brokerage only 2 $ 1,983 $ 1,894 4.7 % Gross margin percentage – Brokerage only 2 17.5 % 17.5 % — bps GAAP: Operating ratio 2 96.0 % 95.9 % 10 bps Non-GAAP: Adjusted Operating Ratio 1 2 95.1 % 95.1 % — bps 1 Refer to "Non-GAAP Financial Measures" below. 2 Defined under "Operating Statistics" above. 2025 Compared to 2024 — Logistics Adjusted Operating Ratio was 95.1%, with gross margin remaining flat at 17.5% in 2025, compared to 2024.
Fair Value of Contingent Consideration — Management performs assessments in determining the fair value of contingent consideration arrangements associated with certain acquisitions and which based on the acquired businesses achieving certain thresholds related to performance. The fair values of these contingent consideration arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates.
Fair Value of Contingent Consideration — Management performs assessments in determining the fair value of contingent consideration arrangements associated with certain acquisitions and which based on the acquired businesses achieving certain thresholds related to performance.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED LTL Segment 2024 2023 GAAP Presentation (Dollars in thousands) Total revenue $ 1,235,547 $ 1,082,454 Total operating expenses (1,148,157) (963,574) Operating income $ 87,390 $ 118,880 Operating ratio 92.9 % 89.0 % Non-GAAP Presentation Total revenue $ 1,235,547 $ 1,082,454 Fuel surcharge (172,382) (167,886) Revenue, excluding fuel surcharge 1,063,165 914,568 Total operating expenses 1,148,157 963,574 Adjusted for: Fuel surcharge (172,382) (167,886) Amortization of intangibles 1 (17,447) (15,680) Impairments 2 (674) — Adjusted Operating Expenses 957,654 780,008 Adjusted Operating Income $ 105,511 $ 134,560 Adjusted Operating Ratio 90.1 % 85.3 % 1 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified with the ACT, MME, and DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE Acquisition. 2 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED LTL Segment 2025 2024 GAAP Presentation (Dollars in thousands) Total revenue $ 1,478,508 $ 1,235,547 Total operating expenses (1,439,514) (1,148,157) Operating income $ 38,994 $ 87,390 Operating ratio 97.4 % 92.9 % Non-GAAP Presentation Total revenue $ 1,478,508 $ 1,235,547 Fuel surcharge (196,533) (172,382) Revenue, excluding fuel surcharge 1,281,975 1,063,165 Total operating expenses 1,439,514 1,148,157 Adjusted for: Fuel surcharge (196,533) (172,382) Amortization of intangibles 1 (19,826) (17,447) Impairments 2 (28,800) (674) Adjusted Operating Expenses 1,194,355 957,654 Adjusted Operating Income $ 87,620 $ 105,511 Adjusted Operating Ratio 93.2 % 90.1 % 1 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified with the ACT, MME, and DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE Acquisition. 2 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2.
Prior to the maturity of our 2023 RSA, 2023 Term Loan, 2021 Term Loans, 2021 Revolver, Prudential Notes, revenue equipment installment notes, and other debt, we expect to be contractually obligated to make interest payments of approximately $19.4 million, $27.0 million, $115.7 million, $7.0 million, $0.7 million, $11.1 million and $1.4 million, respectively.
Prior to the maturity of our 2025 Term Loans, 2025 Revolver, Prudential Notes, revenue equipment installment notes, and other debt, we expect to be contractually obligated to make interest payments of approximately $189.5 million, $154.8 million, $0.3 million, $4.4 million and $1.0 million, respectively.
Xpress. 2024 2023 2024 vs. 2023 (Dollars in thousands) Increase (decrease) Insurance and claims $ 415,652 $ 609,536 (31.8 %) % of total revenue 5.6 % 8.5 % (290 bps) % of revenue, excluding truckload and LTL fuel surcharge 6.3 % 9.7 % (340 bps) Insurance and claims expense consists of premiums for liability, physical damage, and cargo, and will vary based upon the frequency and severity of claims, our level of self-insurance, and premium expense.
Operations and maintenance expense remained relatively flat for 2025, as compared to 2024. 2025 2024 2025 vs. 2024 (Dollars in thousands) Increase (decrease) Insurance and claims $ 385,108 $ 415,652 (7.3 %) % of total revenue 5.2 % 5.6 % (40 bps) % of revenue, excluding truckload and LTL fuel surcharge 5.8 % 6.3 % (50 bps) Insurance and claims expense consists of premiums for liability, physical damage, and cargo, and will vary based upon the frequency and severity of claims, our level of self-insurance, and premium expense.
Our LTL segment operates approximately 3,600 tractors and approximately 9,600 trailers, including equipment used for ACT's and MME's dedicated and other businesses.
Our LTL segment operates approximately 4,200 tractors and approximately 11,100 trailers, including equipment used for ACT's dedicated and other businesses.
Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, and Adjusted Operating Ratio are reconciled to the most directly comparable GAAP financial measures under "Non-GAAP Financial Measures," below. 2 Our tractor fleet within the Truckload segment had a weighted average age of 2.6 years and 2.5 years as of December 31, 2024 and 2023, respectively. 3 Note that average trailers includes 8,985 and 8,724 trailers within our All Other Segment as of December 31, 2024 and 2023, respectively.
Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, and Adjusted Operating Ratio are reconciled to the most directly comparable GAAP financial measures under "Non-GAAP Financial Measures," below. 2 Our tractor fleet within the Truckload segment had a weighted average age of 2.7 years and 2.6 years as of December 31, 2025 and 2024, respectively. 47 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Income tax expense — In addition to the discussion below, Note 11 in Part II, Item 8 of this Annual Report provides further analysis related to income taxes. 2024 Compared to 2023 — The decrease in consolidated income tax expense was primarily due to a reduction in pre-tax earnings in addition to tax benefits from mark-to-market adjustments and decreased state tax expense due to changes in rates.
Income tax expense — In addition to the discussion below, Note 11 in Part II, Item 8 of this Annual Report provides further analysis related to income taxes. 2025 Compared to 2024 — The decrease in consolidated income tax expense was primarily due to a reduction in pre-tax earnings and an increase in tax benefits from foreign currency adjustments, changes in deferred foreign income tax expense, and federal amended income tax returns.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Non-GAAP Reconciliation: Consolidated Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 2024 2023 GAAP Presentation (Dollars in thousands) Total revenue $ 7,410,078 $ 7,141,766 Total operating expenses (7,166,690) (6,803,613) Operating income $ 243,388 $ 338,153 Operating ratio 96.7 % 95.3 % Non-GAAP Presentation Total revenue $ 7,410,078 $ 7,141,766 Truckload and LTL fuel surcharge (798,121) (833,597) Revenue, excluding truckload and LTL fuel surcharge 6,611,957 6,308,169 Total operating expenses 7,166,690 6,803,613 Adjusted for: Truckload and LTL fuel surcharge (798,121) (833,597) Amortization of intangibles 1 (75,945) (70,138) Impairments 2 (19,012) (2,236) Legal accruals 3 (2,560) (7,694) Transaction fees 4 (602) (6,868) Other acquisition related expenses 5 — (7,697) Severance expense 6 (7,219) (5,151) Change in fair value of deferred earnout 7 859 3,359 Adjusted Operating Expenses 6,264,090 5,873,591 Adjusted Operating Income $ 347,867 $ 434,578 Adjusted Operating Ratio 94.7 % 93.1 % 1 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 1. 2 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2. 3 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 3. 4 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 4. 5 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 5 . 6 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 6. 7 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 7 . 64 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Non-GAAP Reconciliation: Consolidated Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 2025 2024 GAAP Presentation (Dollars in thousands) Total revenue $ 7,469,689 $ 7,410,078 Total operating expenses (7,253,627) (7,166,690) Operating income $ 216,062 $ 243,388 Operating ratio 97.1 % 96.7 % Non-GAAP Presentation Total revenue $ 7,469,689 $ 7,410,078 Truckload and LTL fuel surcharge (777,614) (798,121) Revenue, excluding truckload and LTL fuel surcharge 6,692,075 6,611,957 Total operating expenses 7,253,627 7,166,690 Adjusted for: Truckload and LTL fuel surcharge (777,614) (798,121) Amortization of intangibles 1 (78,229) (75,945) Impairments 2 (98,308) (19,012) Legal accruals 3 (1,241) (2,560) Transaction fees 4 — (602) Severance expense 5 (3,005) (7,219) Change in fair value of deferred earnout 6 — 859 Adjusted Operating Expenses 6,295,230 6,264,090 Adjusted Operating Income $ 396,845 $ 347,867 Adjusted Operating Ratio 94.1 % 94.7 % 1 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 1. 2 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2. 3 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 3. 4 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 4. 5 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 5 . 6 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 6. 65 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We additionally had $18.1 million in outstanding letters of credit (discussed below) issued under the 2021 Revolver, leaving $849.9 million available under the 2021 Revolver. 2 Based on eligible receivables at December 31, 2024, our borrowing base for the 2023 RSA was $500.7 million, while outstanding borrowings were $459.2 million, along with $27.2 million in outstanding letters of credit, leaving $14.3 million available under the 2023 RSA. 3 Restricted cash and restricted investments are primarily held by our captive insurance companies for claims payments.
We additionally had $18.3 million in outstanding letters of credit (discussed below) issued under the 2025 Revolver, leaving $855.7 million available under the 2025 Revolver. 2 Based on eligible receivables at December 31, 2025, our facility capacity under the 2025 RPA was $499.3 million, while outstanding capital was $478.2 million, leaving $21.1 million available under the 2025 RPA. 3 Restricted cash and restricted investments are primarily held by our captive insurance companies for claims payments.
Recently Issued Accounting Pronouncements See Note 3 in Part II, Item 8 of this Annual Report, which is incorporated herein by reference, for recently issued accounting pronouncements that could have an impact on our consolidated financial statements. 73 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Recently Issued Accounting Pronouncements See Note 3 in Part II, Item 8 of this Annual Report, which is incorporated herein by reference, for recently issued accounting pronouncements that could have an impact on our consolidated financial statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Non-GAAP Reconciliation: Reportable Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio Truckload Segment 2024 2023 GAAP Presentation (Dollars in thousands) Total revenue $ 5,034,941 $ 4,698,655 Total operating expenses (4,866,596) (4,400,678) Operating income $ 168,345 $ 297,977 Operating ratio 96.7 % 93.7 % Non-GAAP Presentation Total revenue $ 5,034,941 $ 4,698,655 Fuel surcharge (625,739) (665,711) Intersegment transactions (590) (1,890) Revenue, excluding fuel surcharge and intersegment transactions 4,408,612 4,031,054 Total operating expenses 4,866,596 4,400,678 Adjusted for: Fuel surcharge (625,739) (665,711) Intersegment transactions (590) (1,890) Amortization of intangibles 1 (7,099) (5,576) Impairments 2 (17,132) (656) Legal accruals 3 (702) — Other acquisition related expenses 4 — (7,697) Severance expense 5 (1,466) (2,636) Adjusted Operating Expenses 4,213,868 3,716,512 Adjusted Operating Income $ 194,744 $ 314,542 Adjusted Operating Ratio 95.6 % 92.2 % 1 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Non-GAAP Reconciliation: Reportable Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio Truckload Segment 2025 2024 GAAP Presentation (Dollars in thousands) Total revenue $ 4,865,034 $ 5,034,941 Total operating expenses (4,717,802) (4,866,596) Operating income $ 147,232 $ 168,345 Operating ratio 97.0 % 96.7 % Non-GAAP Presentation Total revenue $ 4,865,034 $ 5,034,941 Fuel surcharge (581,081) (625,739) Intersegment transactions (555) (590) Revenue, excluding fuel surcharge and intersegment transactions 4,283,398 4,408,612 Total operating expenses 4,717,802 4,866,596 Adjusted for: Fuel surcharge (581,081) (625,739) Intersegment transactions (555) (590) Amortization of intangibles 1 (7,099) (7,099) Impairments 2 (67,054) (17,132) Legal accruals 3 (82) (702) Severance expense 4 (1,388) (1,466) Adjusted Operating Expenses 4,060,543 4,213,868 Adjusted Operating Income $ 222,855 $ 194,744 Adjusted Operating Ratio 94.8 % 95.6 % 1 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S.
Load count improved by 3.5%, leading to a 10.0% decrease in operating loss. • All Other Segments — Operating loss improved 76.5% to $26.2 million during 2024 compared to $111.6 million in 2023, largely as a result of winding down our third-party insurance program, ultimately ceasing operations at the end of the first quarter of 2024. • Liquidity and Capital — During 2024, we generated $799.1 million in operating cash flows.
Load count decreased 6.7%, partially offset by a 1.0% improvement in revenue per load resulting in a 19.2% decrease in operating loss. • All Other Segments — Operating income was $14.4 million during 2025 as compared an operating loss of $26.2 million in 2024, which was largely as a result of winding down our third-party insurance program, ultimately ceasing operations at the end of the first quarter of 2024. • Liquidity and Capital — During 2025, we generated $1.3 billion in operating cash flows.
Purchased transportation expense may also fluctuate as a percentage of revenue based on the relative growth of our logistics and intermodal businesses as compared to our full truckload and LTL businesses. 2024 Compared to 2023 — The decrease in consolidated purchased transportation expense is primarily due to decreased load volume within our logistics business and lower miles driven by independent contractors, partially offset by $152.2 million of additional purchased transportation expense from including U.S.
Purchased transportation expense may also fluctuate as a percentage of revenue based on the relative growth of our logistics and intermodal businesses as compared to our full truckload and LTL businesses. 2025 Compared to 2024 — The decrease in consolidated purchased transportation expense is primarily due to decreased load volume within our logistics and intermodal businesses as well as lower miles driven by independent contractors within our Truckload segment. 59 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Refer to Notes 12 and 13 in Part II, Item 8 of this Annual Report for additional discussion of the principal payment obligations related to the 2023 RSA, 2023 Term Loan, and 2021 Debt Agreement.
Refer to Notes 12 and 13 in Part II, Item 8 of this Annual Report for additional discussion of the principal payment obligations related to the 2025 Debt Agreement. Refer to Note 14 in Part II, Item 8 of this Annual Report for additional discussion on our contractual principal and interest payment obligations for finance leases.
Cost increases have also impacted the cost of parts for equipment repairs and maintenance. The qualified driver shortage experienced by the trucking industry overall has had the effect of increasing compensation paid to our driving associates. We have also experienced inflation in insurance and claims cost related to health insurance and claims as well as auto liability insurance and claims.
Price increases in manufactured revenue equipment have impacted the cost for us to acquire new equipment in recent periods. Cost increases have also impacted the cost of parts for equipment repairs and maintenance. The qualified driver shortage experienced by the trucking industry overall has had the effect of increasing compensation paid to our driving associates.
The main fixed costs in the Truckload segment are depreciation and rent expenses from tractors, trailers, and terminals, as well as compensating our non-driver employees. 2024 2023 2024 vs. 2023 (Dollars in thousands, except per tractor data) Increase (decrease) Total revenue $ 5,034,941 $ 4,698,655 7.2 % Revenue, excluding fuel surcharge and intersegment transactions $ 4,408,612 $ 4,031,054 9.4 % GAAP: Operating income $ 168,345 $ 297,977 (43.5 %) Non-GAAP: Adjusted Operating Income 1 $ 194,744 $ 314,542 (38.1 %) Average revenue per tractor 2 $ 193,436 $ 209,258 (7.6 %) GAAP: Operating ratio 2 96.7 % 93.7 % 300 bps Non-GAAP: Adjusted Operating Ratio 1 2 95.6 % 92.2 % 340 bps Non-paid empty miles percentage 2 14.0 % 14.3 % (30 bps) Average length of haul (miles) 2 383 393 (2.5 %) Total miles per tractor 2 81,563 85,233 (4.3 %) Average tractors 2 3 22,791 20,948 8.8 % Average trailers 2 4 92,831 87,865 5.7 % 1 Refer to "Non-GAAP Financial Measures" below. 2 Defined within "Operating Statistics" above. 3 Includes 20,644 and 18,821 company-owned tractors for 2024 and 2023, respectively. 4 Average trailers includes 8,985 and 8,724 trailers from our All Other Segments for 2024 and 2023, respectively. 2024 Compared to 2023 — Our Truckload segment revenue, excluding fuel surcharge and intersegment transactions, increased 9.4 % year-over-year, driven by a 13.6% increase in loaded miles.
The main fixed costs in the Truckload segment are depreciation and rent expenses from tractors, trailers, and terminals, as well as compensating our non-driver employees. 2025 2024 2025 vs. 2024 (Dollars in thousands, except per tractor data) Increase (decrease) Total revenue $ 4,865,034 $ 5,034,941 (3.4 %) Revenue, excluding fuel surcharge and intersegment transactions $ 4,283,398 $ 4,408,612 (2.8 %) GAAP: Operating income $ 147,232 $ 168,345 (12.5 %) Non-GAAP: Adjusted Operating Income 1 $ 222,855 $ 194,744 14.4 % Average revenue per tractor 2 $ 199,897 $ 193,436 3.3 % GAAP: Operating ratio 2 97.0 % 96.7 % 30 bps Non-GAAP: Adjusted Operating Ratio 1 2 94.8 % 95.6 % (80 bps) Non-paid empty miles percentage 2 13.9 % 14.0 % (10 bps) Average length of haul (miles) 2 368 383 (3.9 %) Total miles per tractor 2 83,650 81,563 2.6 % Average tractors 2 3 21,428 22,791 (6.0 %) Average trailers 2 4 84,851 89,487 (5.2 %) 1 Refer to "Non-GAAP Financial Measures" below. 2 Defined within "Operating Statistics" above. 3 Includes 19,395 and 20,644 company-owned tractors for 2025 and 2024, respectively. 4 Average trailers includes 9,671 and 8,769 trailers from our All Other Segments for 2025 and 2024, respectively.
Factors affecting the increase in operating income are discussed in "Results of Operations — Consolidated Operating and Other Expenses." Net Cash Used in Investing Activities 2024 Compared to 2023 — The $468.9 million decrease in net cash used in investing activities was primarily due to a $272.8 million decrease in net cash invested in acquisitions and a $213.8 million decrease in net cash capital expenditures. 70 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Factors affecting the increase in operating income are discussed in "Results of Operations — Consolidated Operating and Other Expenses." Net Cash Used in Investing Activities 2025 Compared to 2024 — The $238.7 million decrease in net cash used in investing activities was primarily due to a $185.5 million decrease in net cash invested in acquisitions and a $61.8 million decrease in net cash capital expenditures.
Legal Settlements and Reserves — See Note 17 in Part II Item 8 of this Annual Report.
Legal Settlements and Reserves — See Note 17 in Part II Item 8 of this Annual Report. 74 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Revenue per hundredweight, excluding fuel surcharge, increased 11.4%, while revenue per shipment, excluding fuel surcharge, increased by 6.7%, reflecting a 4.1% decrease in weight per shipment.
Revenue per hundredweight, excluding fuel surcharge, increased 7.4%, revenue per shipment, excluding fuel surcharge, increased by 6.2%, and weight per shipment decreased 1.2%.
Logistics Segment 2024 2023 GAAP Presentation (Dollars in thousands) Total revenue $ 570,001 $ 582,250 Total operating expenses (546,689) (538,832) Operating income $ 23,312 $ 43,418 Operating ratio 95.9 % 92.5 % Non-GAAP Presentation Total revenue $ 570,001 $ 582,250 Intersegment transactions — (4,555) Revenue, excluding intersegment transactions 570,001 577,695 Total operating expenses 546,689 538,832 Adjusted for: Intersegment transactions — (4,555) Amortization of intangibles 1 (4,656) (1,613) Adjusted Operating Expenses 542,033 532,664 Adjusted Operating Income $ 27,968 $ 45,031 Adjusted Operating Ratio 95.1 % 92.2 % 1 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the U.S.
Logistics Segment 2025 2024 GAAP Presentation (Dollars in thousands) Revenue $ 570,294 $ 570,001 Total operating expenses (547,235) (546,689) Operating income $ 23,059 $ 23,312 Operating ratio 96.0 % 95.9 % Non-GAAP Presentation Revenue $ 570,294 $ 570,001 Total operating expenses 547,235 546,689 Adjusted for: Amortization of intangibles 1 (4,656) (4,656) Adjusted Operating Expenses 542,579 542,033 Adjusted Operating Income $ 27,715 $ 27,968 Adjusted Operating Ratio 95.1 % 95.1 % 1 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the U.S.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED Key Financial Data and Operating Metrics 2024 2023 GAAP financial data: (Dollars in thousands, except per share data) Total revenue $ 7,410,078 $ 7,141,766 Revenue, excluding truckload and LTL fuel surcharge $ 6,611,957 $ 6,308,169 Net income attributable to Knight-Swift $ 117,626 $ 217,149 Earnings per diluted share $ 0.73 $ 1.34 Operating ratio 96.7 % 95.3 % Non-GAAP financial data: Adjusted Net Income Attributable to Knight-Swift 1 $ 172,085 $ 278,739 Adjusted EPS 1 $ 1.06 $ 1.72 Adjusted Operating Ratio 1 94.7 % 93.1 % Revenue equipment statistics by segment: Truckload Average tractors 2 22,791 20,948 Average trailers 3 92,831 87,865 LTL Average tractors 4 3,569 3,201 Average trailers 5 9,564 8,482 Intermodal Average tractors 615 639 Average containers 12,572 12,730 1 Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, and Adjusted Operating Ratio are non-GAAP financial measures and should not be considered alternatives, or superior to, the most directly comparable GAAP financial measures.
Key Financial Data and Operating Metrics 2025 2024 GAAP financial data: (Dollars in thousands, except per share data) Total revenue $ 7,469,689 $ 7,410,078 Revenue, excluding truckload and LTL fuel surcharge $ 6,692,075 $ 6,611,957 Net income attributable to Knight-Swift $ 65,946 $ 117,626 Earnings per diluted share $ 0.41 $ 0.73 Operating ratio 97.1 % 96.7 % Non-GAAP financial data: Adjusted Net Income Attributable to Knight-Swift 1 $ 204,738 $ 172,085 Adjusted EPS 1 $ 1.26 $ 1.06 Adjusted Operating Ratio 1 94.1 % 94.7 % Revenue equipment statistics by segment: Truckload Average tractors 2 21,428 22,791 Average trailers 3 84,851 89,487 LTL Average tractors 4 4,164 3,569 Average trailers 5 11,057 9,564 Intermodal Average tractors 595 615 Average containers 12,539 12,572 1 Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, and Adjusted Operating Ratio are non-GAAP financial measures and should not be considered alternatives, or superior to, the most directly comparable GAAP financial measures.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED 2 "Impairments" reflects the non-cash impairments: • 2024 impairments of building improvements, certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment and All Other Segments). • 2023 impairments related to certain revenue equipment held for sale (within the Truckload segment) and terminated software projects (recorded within our All Other Segments, specifically related to our third party insurance business). 3 "Legal accruals" are included in "Miscellaneous operating expenses" in the consolidated statements of comprehensive income and reflect the following: • Year-to-date 2024 legal expense reflects the increased estimated exposures for accrued legal matters based on recent settlement agreements. • During the fourth quarter of 2023, the Company recorded estimated exposure for various legal matters.
First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment). • 2024 impairments of building improvements, certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment and All Other Segments). 3 "Legal accruals" are included in "Miscellaneous operating expenses" in the consolidated statements of comprehensive income and reflect the following: • Fourth quarter and year-to-date 2025 legal expense reflects the net increased estimated exposure for accrued legal matters based on recent settlement agreements. • Year-to-date 2024 legal expense reflects the increased estimated exposures for accrued legal matters based on recent settlement agreements. 4 "Transaction fees" reflects certain legal and professional fees associated with the July 30, 2024 acquisition of DHE.
Xpress. 10 For 2024, an adjusted effective tax rate of 25.4% was applied in our Adjusted EPS calculation to exclude certain discrete items. For 2023, an effective tax rate of 24.3% was applied in our Adjusted EPS calculation.
Xpress. 10 For 2025, an adjusted effective tax rate of 26.7% was applied in our Adjusted EPS calculation to exclude certain discrete items. For 2024, an adjusted effective tax rate of 25.4% was applied in our Adjusted EPS calculation to exclude certain discrete items. 64 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk We have exposure from variable interest rates, primarily related to our 2021 Debt Agreement, 2023 Term Loan, and 2023 RSA. These variable interest rates are impacted by changes in short-term interest rates.
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk We have exposure from variable interest rates, primarily related to our 2025 Debt Agreement. These variable interest rates are impacted by changes in short-term interest rates.
We generally have not used derivative financial instruments to hedge our fuel price exposure in the past, but continue to evaluate this possibility. 74 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We generally have not used derivative financial instruments to hedge our fuel price exposure in the past, but continue to evaluate this possibility. 75 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
We primarily manage interest rate exposure through a mix of variable rate debt (weighted average rate of 6.0% as of December 31, 2024) and fixed rate equipment lease financing. Assuming the level of borrowings as of December 31, 2024, a hypothetical one percentage point increase in interest rates would increase our annual interest expense by $21.1 million.
We primarily manage interest rate exposure through a mix of variable rate debt (weighted average rate of 5.4% as of December 31, 2025) and fixed rate equipment lease financing. Assuming the level of borrowings as of December 31, 2025, a hypothetical one percentage point increase in interest rates would increase our annual interest expense by $13.4 million.
The weekly average diesel price per gallon in the US decreased to an average of $3.76 per gallon for 2024 from an average of $4.20 per gallon for 2023.
The weekly average diesel price per gallon in the US decreased to an average of $3.66 per gallon for 2025 from an average of $3.76 per gallon for 2024.

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