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Marten Transport Ltd: Form 10-Q for the period ended Mar 31, 2026

Filed with the SEC on May 8, 2026 and accepted by EDGAR at May 8, 2026, 11:22 ET.

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Management's discussion and analysis

As filed, 32,686 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

The following discussion and analysis of our financial condition and results of operations should be read together with the selected consolidated financial data and our consolidated condensed financial statements and the related notes appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those included in our Form 10-K, Part I, Item 1A for the year ended December 31, 2025, and in this Form 10-Q, Part II, Item 1A. We do not assume, and specifically disclaim, any obligation to update any forward-looking statement contained in this report.

Overview

We have strategically transitioned from a refrigerated long-haul carrier to a multifaceted business offering a network of time and temperature-sensitive and dry truck-based transportation and distribution capabilities across our current five distinct business platforms – Temperature-Sensitive and Dry Truckload, Dedicated, Brokerage and MRTN de Mexico. As discussed in Note 10, our Intermodal operations were sold effective September 30, 2025.

Our Truckload segment provides a combination of regional short-haul and medium-to-long-haul full-load transportation services. We transport food and other consumer packaged goods that require a temperature-controlled or insulated environment, along with dry freight, across the United States and into and out of Mexico and Canada. Our agreements with customers are typically for one year.

Our Dedicated segment provides customized transportation solutions tailored to meet each individual customer’s requirements, utilizing temperature-controlled trailers, dry vans and other specialized equipment within the United States. Our agreements with customers range from three to five years and are subject to annual rate reviews.

Generally, we are paid by the mile for our Truckload and Dedicated services. We also derive Truckload and Dedicated revenue from fuel surcharges, loading and unloading activities, equipment detention and other accessorial services. The main factors that affect our Truckload and Dedicated revenue are the rate per mile we receive from our customers, the percentage of miles for which we are compensated, the number of miles we generate with our equipment and changes in fuel prices. We monitor our revenue production primarily through average Truckload and Dedicated revenue, net of fuel surcharges, per tractor per week. We also analyze our average Truckload and Dedicated revenue, net of fuel surcharges, per total mile, non-revenue miles percentage, the miles per tractor we generate, our fuel surcharge revenue, our accessorial revenue and our other sources of operating revenue.

Our Brokerage segment develops contractual relationships with and arranges for third-party carriers to transport freight for our customers in temperature-controlled trailers and dry vans within the United States and into and out of Mexico through Marten Transport Logistics, LLC, which was established in 2007 and operates pursuant to brokerage authority granted by the DOT. We retain the billing, collection and customer management responsibilities. The main factors that affect our Brokerage revenue are the rate per mile and other charges that we receive from our customers.

Operating results of our MRTN de Mexico business, which offers our customers door-to-door service between the United States and Mexico with our Mexican partner carriers, is reported within our Truckload and Brokerage segments.

Our Intermodal segment transported our customers’ freight within the United States utilizing our refrigerated containers on railroad flatcars for portions of trips, with the balance of the trips using our tractors or, to a lesser extent, contracted carriers. The main factors that affected our Intermodal revenue were the rate per mile and other charges we received from our customers. As discussed in Note 10, our Intermodal operations were sold effective September 30, 2025.

In addition to the factors discussed above, our operating revenue is also affected by, among other things, the United States economy, inventory levels, the level of truck and rail capacity in the transportation market, a contracting driver market, severe weather conditions and specific customer demand.

Our operating revenue decreased $19.6 million, or 8.8%, in the first three months of 2026 from the first three months of 2025. Our operating revenue, net of fuel surcharges, decreased $18.6 million, or 9.5%, compared with the first three months of 2025. Truckload segment revenue, net of fuel surcharges, decreased 0.9% from the first three months of 2025, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor. Dedicated segment revenue, net of fuel surcharges, decreased 14.8% from the first three months of 2025, also primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor. Brokerage segment revenue increased 5.0% from the first three months of 2025, primarily due to an increase in our number of loads, partially offset by a decrease in our revenue per load. Intermodal segment revenue, net of fuel surcharges, decreased 100% from the first three months of 2025. Fuel surcharge revenue decreased to $26.4 million in the first three months of 2026 from $27.4 million in the first three months of 2025.

Our profitability is impacted by the variable costs of transporting freight for our customers, fixed costs, and expenses containing both fixed and variable components. The variable costs include fuel expense, driver-related expenses, such as wages, benefits, training and recruitment, and independent contractor costs, which are recorded under purchased transportation. Expenses that have both fixed and variable components include maintenance and tire expense and our cost of insurance and claims. These expenses generally vary with the miles we travel, but also have a controllable component based on safety, fleet age, efficiency and other factors. Our main fixed costs relate to the acquisition and subsequent depreciation of long-term assets, such as revenue equipment and operating terminals. We expect our annual cost of tractor and trailer ownership will increase in future periods as a result of higher prices of new equipment, along with any increases in fleet size. Although certain factors affecting our expenses are beyond our control, we monitor them closely and attempt to anticipate changes in these factors in managing our business. For example, fuel prices have significantly fluctuated over the past several years. We manage our exposure to changes in fuel prices primarily through fuel surcharge programs with our customers, as well as through volume fuel purchasing arrangements with national fuel centers and bulk purchases of fuel at our terminals. To help further reduce fuel expense, we have installed and tightly manage the use of auxiliary power units in our tractors to provide climate control and electrical power for our drivers without idling the tractor engine, and also have improved the fuel usage in the temperature-control units on our trailers. For our Brokerage segment and formerly our Intermodal segment, our profitability is impacted by the percentage of revenue which is payable to the providers of the transportation services we arrange. This expense is included within purchased transportation in our consolidated condensed statements of operations.

Our operating income declined 72.8% to $1.6 million in the first three months of 2026 from $5.9 million in the first three months of 2025. Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 99.2% in the first three months of 2026 and 97.4% in the first three months of 2025. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, increased to 99.1% in the first three months of 2026 from 97.0% in the first three months of 2025. Our net income declined 68.1% to $1.4 million, or $0.02 per diluted share, in the first three months of 2026 from $4.3 million, or $0.05 per diluted share, in the first three months of 2025.

Our business requires substantial ongoing capital investments, particularly for new tractors and trailers. At March 31, 2026, we had $74.8 million of cash and cash equivalents and an escrow deposit, $764.2 million in stockholders’ equity and no long-term debt outstanding. In the first three months of 2026, net cash flows provided by operating activities of $33.0 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $2.7 million and to pay cash dividends of $4.9 million, resulting in a $26.5 million increase in cash and cash equivalents and an escrow deposit. We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $100 million for the remainder of 2026. Quarterly cash dividends of $0.06 per share of common stock were paid in the first three months of 2026, which totaled $4.9 million. We believe our sources of liquidity are adequate to meet our current and anticipated needs for at least the next twelve months. Based upon anticipated cash flows, existing cash and cash equivalents balances, current borrowing availability and other sources of financing we expect to be available to us, we do not anticipate any significant liquidity constraints in the foreseeable future.

We continue to invest considerable time and capital resources to actively implement and promote long-term environmentally sustainable solutions that drive reductions in our fuel and electricity consumption and decrease our carbon footprint. These initiatives include (i) reducing idle time for our tractors by installing and tightly managing the use of auxiliary power units, which are powered by solar panels and provide climate control and electrical power for our drivers without idling the tractor engine, (ii) improving the energy efficiency of our newer, more aerodynamic and well-maintained tractor and trailer fleets by optimizing the equipment’s specifications, weight and tractor speed, equipping our tractors with automatic transmissions, converting the refrigeration units in our refrigerated trailers to the new, more-efficient CARB refrigeration units along with increasing the insulation in the trailer walls and installing trailer skirts, and using ultra-fuel efficient and wide-based tires, and (iii) upgrading all of our facilities to indoor and outdoor LED lighting along with converting all of our facilities to solar power. Additionally, we are an active participant in the United States Environmental Protection Agency, or EPA, SmartWay Transport Partnership, in which freight shippers, carriers, logistics companies and other voluntary stakeholders partner with the EPA to measure, benchmark and improve logistics operations to reduce their environmental footprint.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes discussions of operating revenue, net of fuel surcharge revenue; Truckload, Dedicated and Intermodal revenue, net of fuel surcharge revenue; operating expenses as a percentage of operating revenue, each net of fuel surcharge revenue; and net fuel expense (fuel and fuel taxes net of fuel surcharge revenue and surcharges passed through to independent contractors, outside drayage carriers and railroads). We provide these additional disclosures because management believes these measures provide a more consistent basis for comparing results of operations from period to period. These financial measures in this report have not been determined in accordance with U.S. generally accepted accounting principles (GAAP). Pursuant to Item 10(e) of Regulation S-K, we have included the amounts necessary to reconcile these non-GAAP financial measures to the most directly comparable GAAP financial measures of operating revenue, operating expenses divided by operating revenue, and fuel and fuel taxes.

Results of Operations

The following table sets forth for the periods indicated certain operating statistics regarding our revenue and operations:

Truckload Segment: Three Months Ended March 31, 2026 2025
Revenue (in thousands) $105,390 $104,391
Average revenue, net of fuel surcharges, per tractor per week(1) $4,425 $4,196
Average tractors(1) 1,570 1,670
Average miles per trip 518 537
Total miles (in thousands) 36,887 38,273
Dedicated Segment:
Revenue (in thousands) $63,463 $73,625
Average revenue, net of fuel surcharges, per tractor per week(1) $3,909 $3,846
Average tractors(1) 1,058 1,262
Average miles per trip 298 308
Total miles (in thousands) 21,905 25,236
Brokerage Segment:
Revenue (in thousands) $34,673 $33,019
Loads 23,882 20,416
Intermodal Segment:
Revenue (in thousands) $- $12,117
Loads - 3,657
Average tractors - 77

(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 77 and 82 tractors as of March 31, 2026 and 2025, respectively.

Comparison of Three Months Ended March 31, 2026 to Three Months Ended March 31, 2025

The following table sets forth for the periods indicated our operating revenue, operating income and operating ratio by segment, along with the change for each component:

(Dollars in thousands)

Operating revenue: Three Months Ended March 31, 2026 2025 Dollar Change Three Months Ended March 31, 2026 vs. 2025 Percentage Change Three Months Ended March 31, 2026 vs. 2025
Truckload revenue, net of fuel surcharge revenue $89,310 $90,106 $(796) (0.9)%
Truckload fuel surcharge revenue 16,080 14,285 1,795 12.6
Total Truckload revenue 105,390 104,391 999 1.0
Dedicated revenue, net of fuel surcharge revenue 53,174 62,405 (9,231) (14.8)
Dedicated fuel surcharge revenue 10,289 11,220 (931) (8.3)
Total Dedicated revenue 63,463 73,625 (10,162) (13.8)
Brokerage revenue 34,673 33,019 1,654 5.0
Intermodal revenue, net of fuel surcharge revenue - 10,268 (10,268) (100.0)
Intermodal fuel surcharge revenue - 1,849 (1,849) (100.0)
Total Intermodal revenue - 12,117 (12,117) (100.0)
Total operating revenue $203,526 $223,152 $(19,626) (8.8)%
Operating income/(loss):
Truckload $(944) $(300) $(644) (214.7)%
Dedicated 1,622 4,854 (3,232) (66.6)
Brokerage 914 2,160 (1,246) (57.7)
Intermodal - (855) 855 100.0
Total operating income $1,592 $5,859 $(4,267) (72.8)%
Operating ratio:
Truckload 100.9% 100.3%
Dedicated 97.4 93.4
Brokerage 97.4 93.5
Intermodal - 107.1
Consolidated operating ratio 99.2% 97.4%
Operating ratio, net of fuel surcharges:
Truckload 101.1% 100.3%
Dedicated 96.9 92.2
Brokerage 97.4 93.5
Intermodal - 108.3
Consolidated operating ratio, net of fuel surcharges 99.1% 97.0%

Our operating revenue decreased $19.6 million, or 8.8%, to $203.5 million in the 2026 period from $223.2 million in the 2025 period. Our operating revenue, net of fuel surcharges, decreased $18.6 million, or 9.5%, to $177.2 million in the 2026 period from $195.8 million in the 2025 period. This decrease in the 2026 period was primarily due to a $9.2 million decrease in Dedicated revenue, net of fuel surcharges, a $796,000 decrease in Truckload revenue, net of fuel surcharges, a $1.7 million increase in Brokerage revenue and a $10.3 million decrease in Intermodal revenue, net of fuel surcharges. Fuel surcharge revenue decreased to $26.4 million in the 2026 period from $27.4 million in the 2025 period.

Truckload segment revenue increased $999,000, or 1.0%, to $105.4 million in the 2026 period from $104.4 million in the 2025 period. Truckload segment revenue, net of fuel surcharges, decreased $796,000, or 0.9%, to $89.3 million in the 2026 period from $90.1 million in the 2025 period, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor. The operating ratio was 100.9% in the 2026 period and 100.3% in the 2025 period. Impacting the 2026 period operating ratio was higher fuel costs, partially offset by lower company driver compensation, both as a percentage of revenue, along with improved average revenue per tractor.

Dedicated segment revenue decreased $10.2 million, or 13.8%, to $63.5 million in the 2026 period from $73.6 million in the 2025 period. Dedicated segment revenue, net of fuel surcharges, decreased 14.8%, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor. The operating ratio increased to 97.4% in the 2026 period from 93.4% in the 2025 period. Impacting the 2026 period operating ratio was higher fuel, non-driver compensation and insurance and claims costs, all as a percentage of revenue, partially offset by increased average revenue per tractor.

Brokerage segment revenue increased $1.7 million, or 5.0%, to $34.7 million in the 2026 period from $33.0 million in the 2025 period, primarily due to an increase in our number of loads, partially offset by a decrease in our revenue per load. The operating ratio in the 2026 period of 97.4% was up from 93.5% in the 2025 period. This increase was primarily due to an increase in the amounts payable to carriers for transportation services which we arranged and higher insurance and claims costs, both as a percentage of revenue.

Intermodal segment revenue was $12.1 million and revenue net of fuel surcharges was $10.3 million in the 2025 period. The operating ratio was 107.1% in the 2025 period.

The following table sets forth for the periods indicated the dollar and percentage increase or decrease of the items in our unaudited consolidated condensed statements of operations, and those items as a percentage of operating revenue:

(Dollars in thousands)

Dollar Change Three Months Ended March 31, 2026 vs. 2025 Percentage Change Three Months Ended March 31, 2026 vs. 2025 Percentage of Operating Revenue Three Months Ended March 31, 2026 2025
Operating revenue $(19,626) (8.8)% 100.0% 100.0%
Operating expenses (income):
Salaries, wages and benefits (6,681) (8.5) 35.4 35.3
Purchased transportation (4,188) (11.1) 16.4 16.9
Fuel and fuel taxes 790 2.4 16.7 14.8
Supplies and maintenance (385) (2.5) 7.4 7.0
Depreciation (2,464) (9.0) 12.3 12.3
Operating taxes and licenses (172) (7.1) 1.1 1.1
Insurance and claims (132) (1.0) 6.5 6.0
Communications and utilities (174) (7.6) 1.0 1.0
Gain on disposition of revenue equipment 245 14.7 (0.7) (0.7)
Other (2,198) (26.4) 3.0 3.7
Total operating expenses (15,359) (7.1) 99.2 97.4
Operating income (4,267) (72.8) 0.8 2.6
Other (108) (30.9) (0.2) (0.2)
Income before income taxes (4,159) (67.0) 1.0 2.8
Income taxes expense (1,206) (64.4) 0.3 0.8
Net income $(2,953) (68.1)% 0.7% 1.9%

Salaries, wages and benefits consist of compensation for our employees, including both driver and non-driver employees, employees’ health insurance, 401(k) plan contributions and other fringe benefits. These expenses vary depending upon the size of our Truckload, Dedicated and formerly our Intermodal tractor fleets, the ratio of company drivers to independent contractors, our efficiency, our experience with employees’ health insurance claims, changes in health care premiums and other factors. Salaries, wages and benefits expense decreased $6.7 million, or 8.5%, in the 2026 period from the 2025 period. This decrease resulted primarily from reductions in company driver compensation expense of $6.0 million.

Purchased transportation consists of amounts payable to carriers and railroads for transportation services we arrange in connection with our Brokerage and formerly our Intermodal operations, and to independent contractor providers of revenue equipment. This category will vary depending upon the amount and rates, including fuel surcharges, we pay to motor carriers and third-party railroads, the ratio of company drivers versus independent contractors and the amount of fuel surcharges passed through to independent contractors. Purchased transportation expense decreased $4.2 million in total, or 11.1%, in the 2026 period from the 2025 period. Amounts payable to carriers for transportation services we arranged in our Brokerage segment increased $2.3 million to $30.0 million in the 2026 period from $27.7 million in the 2025 period, primarily due to an increase in our number of loads. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal operations that were sold effective September 30, 2025 decreased by $6.5 million from the 2025 period. The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, increased by $22,000 in the 2026 period.

Fuel and fuel taxes increased by $790,000, or 2.4%, in the 2026 period from the 2025 period. Net fuel expense (fuel and fuel taxes net of fuel surcharge revenue and surcharges passed through to independent contractors, outside drayage carriers and railroads) increased $518,000, or 6.7%, to $8.2 million in the 2026 period from $7.7 million in the 2025 period. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads decreased to $658,000 from $1.9 million in the 2025 period. The United States Department of Energy, or DOE, national average cost of fuel increased to $4.12 per gallon from $3.63 per gallon in the 2025 period. This price increase primarily drove the increase in our net fuel expense to 5.8% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, in the 2026 period from 4.7% in the 2025 period. We have worked diligently to control fuel usage and costs by improving our volume purchasing arrangements and optimizing our drivers’ fuel purchases with national fuel centers, focusing on shorter lengths of haul, installing and tightly managing the use of auxiliary power units in our tractors to minimize engine idling and improving fuel usage in the temperature-control units on our trailers. Auxiliary power units, which we have installed in our company-owned tractors, provide climate control and electrical power for our drivers without idling the tractor engine.

Depreciation relates to owned tractors, trailers, auxiliary power units, communication units, terminal facilities, other assets and formerly containers. The $2.5 million, or 9.0%, decrease in depreciation in the 2026 period was primarily due to a decrease in our average tractor, trailer and refrigerated container fleet size, partially offset by higher prices of new equipment. We expect our annual cost of tractor and trailer ownership will increase in future periods as a result of continued higher prices of new equipment, which will result in greater depreciation over the useful life.

Insurance and claims consist of the costs of insurance premiums and accruals we make for claims within our self-insured retention amounts, primarily for personal injury, property damage, physical damage to our equipment, cargo claims and workers’ compensation claims. These expenses will vary primarily based upon the frequency and severity of our accident experience, our self-insured retention levels and the market for insurance. The $132,000, or 1.0%, decrease in insurance and claims in the 2026 period was primarily due to a decrease in our self-insured auto liability claim costs, partially offset by increases in both our self-insured costs of physical damage claims related to our revenue equipment and brokerage claim costs. Our significant self-insured retention exposes us to the possibility of significant fluctuations in claims expense between periods which could materially impact our financial results depending on the frequency, severity and timing of claims.

Gain on disposition of revenue equipment decreased to $1.4 million in the 2026 period from $1.7 million in the 2025 period due to a reduction in the number of units sold, partially offset by an increase in the average gain for our tractor and trailer sales. Future gains or losses on dispositions of revenue equipment will be impacted by the market for used revenue equipment, which is beyond our control.

The $2.2 million, or 26.4%, decrease in other operating expenses in the 2026 period was primarily due to decreases in legal costs and chassis rental expense.

Our operating income declined 72.8% to $1.6 million in the 2026 period from $5.9 million in the 2025 period as a result of the foregoing factors. Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 99.2% in the 2026 period and 97.4% in the 2025 period. The operating ratio for our Truckload segment was 100.9% in the 2026 period and 100.3% in the 2025 period, for our Dedicated segment was 97.4% in the 2026 period and 93.4% in the 2025 period, for our Brokerage segment was 97.4% in the 2026 period and 93.5% in the 2025 period and for our Intermodal segment was 107.1% in the 2025 period. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 99.1% in the 2026 period and 97.0% in the 2025 period.

Our effective income tax rate increased to 32.6% in the 2026 period from 30.2% in the 2025 period primarily due to increases in per diem and other non-deductible expenses as a percentage of earnings.

As a result of the factors described above, net income declined 68.1% to $1.4 million, or $0.02 per diluted share, in the 2026 period from $4.3 million, or $0.05 per diluted share, in the 2025 period.

Liquidity and Capital Resources

Our business requires substantial ongoing capital investments, particularly for new tractors and trailers. Our primary sources of liquidity are funds provided by operations and our revolving credit facility. A portion of our tractor fleet is provided by independent contractors who own and operate their own equipment. We have no capital expenditure requirements relating to those drivers who own their tractors or obtain financing through third parties.

The table below reflects our net cash flows provided by operating activities, net cash flows used for investing activities and net cash flows used for financing activities for the periods indicated.

(In thousands)

Three Months Ended March 31, 2026 2025
Net cash flows provided by operating activities $33,049 $36,215
Net cash flows used for investing activities (1,607) (8,413)
Net cash flows used for financing activities (4,934) (5,164)

Our existing share repurchase program currently provides for the repurchase of up to $50.0 million. The share repurchase program allows purchases on the open market or through private transactions in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing and extent to which we repurchase shares depends on market conditions and other corporate considerations. The repurchase program does not have an expiration date.

We have not repurchased any shares under this program since the second quarter of 2022. As of March 31, 2026, future repurchases of up to $33.2 million were available in the share repurchase program.

In the first three months of 2026, net cash flows provided by operating activities of $33.0 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $2.7 million and to pay cash dividends of $4.9 million, resulting in a $26.5 million increase in cash and cash equivalents and an escrow deposit. In the first three months of 2025, net cash flows provided by operating activities of $36.2 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $6.0 million, to pay cash dividends of $4.9 million and to purchase other assets in the amount of $2.4 million, resulting in a $22.6 million increase in cash and cash equivalents.

We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $100 million for the remainder of 2026. This amount includes commitments to purchase $130.4 million of new revenue equipment, prior to considering proceeds from dispositions. We are also committed to new revenue equipment purchases of $31.2 million in 2027. Additionally, operating lease obligations total $434,000 through 2028. Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first quarters of 2026 and 2025, which totaled $4.9 million in each period. We currently expect to continue to pay quarterly cash dividends in the future. The payment of cash dividends in the future, and the amount of any such dividends, will depend upon our financial condition, results of operations, cash requirements and certain corporate law requirements, as well as other factors deemed relevant by our Board of Directors. We believe our sources of liquidity are adequate to meet our current and anticipated needs for at least the next twelve months. Based upon anticipated cash flows, existing cash and cash equivalents balances, current borrowing availability and other sources of financing we expect to be available to us, we do not anticipate any significant liquidity constraints in the foreseeable future.

In August 2022, we entered into a credit agreement that provides for an unsecured committed credit facility with an aggregate principal amount of $30.0 million which matures in August 2027. The credit agreement amends, restates and continues in its entirety our previous credit agreement, as amended. At March 31, 2026, there was no outstanding principal balance on the facility. As of that date, we had outstanding standby letters of credit to guarantee settlement of self-insurance claims of $24.1 million and remaining borrowing availability of $5.9 million. At December 31, 2025, there was also no outstanding principal balance on the facility. As of that date, we had outstanding standby letters of credit of $24.1 million on the facility. This facility bears interest at a variable rate based on the Term SOFR Rate plus applicable margins. The interest rate for the facility that would apply to outstanding principal balances was 6.75% at March 31, 2026.

Our credit agreement effective in August 2022 prohibits us from paying, in any fiscal year, stock redemptions and dividends in excess of $150 million. The credit agreement also contains restrictive covenants which, among other matters, require us to maintain compliance with cash flow leverage and fixed charge coverage ratios. We were in compliance with all covenants at March 31, 2026 and December 31, 2025.

Other than our obligations for revenue equipment and operating lease expenditures, along with our outstanding standby letters of credit to guarantee settlement of self-insurance claims, which are each mentioned above, we did not have any material off-balance sheet arrangements at March 31, 2026.

Seasonality

Our tractor productivity generally decreases during the winter season because inclement weather impedes operations and some shippers reduce their shipments. At the same time, operating expenses generally increase, with harsh weather creating higher accident frequency, increased claims, lower fuel efficiency and more equipment repairs.

Critical Accounting Estimates

There have been no material changes in the critical accounting estimates disclosed by us under Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates contained in the Annual Report on Form 10-K for the year ended December 31, 2025.

Market risk

As filed, 2,180 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

We are exposed to a variety of market risks, most importantly the effects of the price and availability of diesel fuel. We require substantial amounts of diesel fuel to operate our tractors and power the temperature-control units on our trailers. The price and availability of diesel fuel can vary, and are subject to political, economic and market factors that are beyond our control. Significant increases in diesel fuel costs could materially and adversely affect our results of operations and financial condition. Based upon our fuel consumption in the first three months of 2025, a 5% increase in the average cost of diesel fuel would have increased our fuel expense by $1.6 million. Based upon our fuel consumption in the first three months of 2026, a 5% increase in the average cost of diesel fuel would have increased our fuel expense by $1.7 million. There were no material quantitative changes in market risk since the first three months of 2025.

We have historically been able to pass through a significant portion of long-term increases in diesel fuel prices and related taxes to customers in the form of fuel surcharges. Fuel surcharge programs are widely accepted among our customers, though they can vary somewhat from customer-to-customer. These fuel surcharges, which adjust weekly with the cost of fuel, enable us to recover a substantial portion of the higher cost of fuel as prices increase. These fuel surcharge provisions are not effective in mitigating the fuel price increases related to non-revenue miles or fuel used while the tractor is idling. In addition, we have worked diligently to control fuel usage and costs by improving our volume purchasing arrangements and optimizing our drivers’ fuel purchases with national fuel centers, focusing on shorter lengths of haul, installing and tightly managing the use of auxiliary power units in our tractors to minimize engine idling and improving fuel usage in our trailers’ refrigeration units.

While we do not currently have any outstanding hedging instruments to mitigate this market risk, we may enter into derivatives or other financial instruments to hedge a portion of our fuel costs in the future.

Controls and procedures

As filed, 1,152 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management, including our Chairman of the Board and Chief Executive Officer and our Executive Vice President and Chief Financial Officer. Based upon that evaluation, our Chairman of the Board and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026. There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. We intend to periodically evaluate our disclosure controls and procedures as required by the Exchange Act Rules.

Risk factors

As filed, 1,454 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

There have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the year ended December 31, 2025, except for an update of the following risk factor:

The military conflict between Russia and Ukraine, the military conflict involving the United States, Israel and Iran, other conflicts in the Middle East, the United States military operations in Venezuela, the potential conflict between China and Taiwan and the expansion of such conflicts to other areas or countries or similar conflicts could adversely impact our business and financial results. Although we do not have any operations outside of North America, we may be affected by the broader consequences of the ongoing international conflicts or expansion of such conflicts to other areas or countries or similar conflicts elsewhere, such as, limited access to diesel fuel, higher diesel fuel and energy prices, increased inflation, supply chain issues, including access to parts for our revenue equipment, embargoes, geopolitical shift, potential retaliatory action by other governments or actors and the extent of the conflict’s effect on the global economy. The magnitude of these risks cannot be predicted, including the extent to which these conflicts may heighten other risks disclosed herein. Any of the above-mentioned factors could materially adversely affect our business and financial results.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2026-03-31. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Revenue3 months2026-01-01 to 2026-03-31$203.5mus-gaap:RevenueFromContractWithCustomerIncludingAssessedTax
Operating income3 months2026-01-01 to 2026-03-31$1.6mus-gaap:OperatingIncomeLoss
Income tax3 months2026-01-01 to 2026-03-31$667.0kus-gaap:IncomeTaxExpenseBenefit
Net income3 months2026-01-01 to 2026-03-31$1.4mus-gaap:NetIncomeLoss
Diluted EPS3 months2026-01-01 to 2026-03-31$0.02us-gaap:EarningsPerShareDiluted
Basic EPS3 months2026-01-01 to 2026-03-31$0.02us-gaap:EarningsPerShareBasic
Diluted shares (weighted)3 months2026-01-01 to 2026-03-3181,579,000 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow3 months2026-01-01 to 2026-03-31$33.0mus-gaap:NetCashProvidedByUsedInOperatingActivities
Dividends paid3 months2026-01-01 to 2026-03-31$4.9mus-gaap:PaymentsOfDividendsCommonStock
Cash and equivalentsAt period end2026-03-31$69.8mus-gaap:CashAndCashEquivalentsAtCarryingValue
Current assetsAt period end2026-03-31$195.6mus-gaap:AssetsCurrent
Total assetsAt period end2026-03-31$947.2mus-gaap:Assets
Current liabilitiesAt period end2026-03-31$94.3mus-gaap:LiabilitiesCurrent
Total liabilitiesAt period end2026-03-31$183.0mus-gaap:Liabilities
Shareholders' equityAt period end2026-03-31$764.2mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0001437749-26-015748. Last ingested by Listed: Oct 24, 2026, 14:57 ET. Listed shows no prices and gives no investment advice.