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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________________________________________________________________________________________________

FORM 10-Q

_________________________________________________________________________________________________________________________________________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35007

_________________________________________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________________

Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)

___________________________________________________________________________________________________________________


Delaware						20-5589597
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2002 West Wahalla Lane

Phoenix, Arizona 85027

(Address of principal executive offices and zip code)

(602) 269-2000

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock $0.01 Par Value

KNX

New York Stock Exchange

_________________________________________________________________________________________________________________________________________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were approximately 162,339,000 shares of the registrant's common stock outstanding as of October 22, 2025.

Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.


QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION			PAGE
Item 1. Financial Statements			5

Condensed Consolidated Balance Sheets (Unaudited) — September 30, 2025 and December 31, 2024			5

Condensed Consolidated Statements of Comprehensive Income (Unaudited) — Quarter and year-to-date ended September 30, 2025 and 2024			6

Condensed Consolidated Statements of Cash Flows (Unaudited) — Year-to-date ended September 30, 2025 and 2024			7

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) — Quarters and year-to-date ended S eptember 30, 2025 and 2024			9

Note 1 — Introduction and Basis of Presentation			11



Note 2 — Recently Issued Accounting Pronouncements			12

Note 3 — Acquisitions			13







Note 4 — Income Taxes			14



Note 5 — Accounts Receivable Securitization			14

Note 6 — Debt and Financing			16

Note 7 — Defined Benefit Pension Plan			18

Note 8 — Purchase Commitments			18

Note 9 — Contingencies and Legal Proceedings			19

Note 10 — Share Repurchase Plans			19

Note 11 — Weighted Average Shares Outstanding			20

Note 12 — Fair Value Measurement			21

Note 13 — Related Party Transactions			24

Note 14 — Financial Information by Segment and Geography			25

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			28

Item 3. Quantitative and Qualitative Disclosures About Market Risk			61

Item 4. Controls and Procedures			61
PART II OTHER INFORMATION
Item 1. Legal Proceedings			63

Item 1A. Risk Factors			63

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			63

Item 3. Defaults Upon Senior Securities			63

Item 4. Mine Safety Disclosures			63

Item 5. Other Information			63

Item 6. Exhibits			64

Signatures			65

Table of Contents

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.




GLOSSARY OF TERMS
The following glossary defines certain acronyms and terms used in this Quarterly Report on Form 10-Q. These acronyms and terms are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document.
Term			Definition
Knight-Swift/the Company/Management/We/Us/Our			Unless otherwise indicated or the context otherwise requires, these terms represent Knight-Swift Transportation Holdings Inc. and its subsidiaries.

2017 Merger			The September 8, 2017 merger of Knight Transportation, Inc. and its subsidiaries and Swift Transportation Company and its subsidiaries, pursuant to which we became Knight-Swift Transportation Holdings Inc.




2021 Debt Agreement			The Company's unsecured credit agreement, entered into on September 3, 2021, consisting of the 2021 Revolver and 2021 Term Loans, which are defined below
2025 Debt Agreement			The Company's unsecured credit agreement, entered into on July 8, 2025, consisting of the 2025 Revolver and 2025 Term Loans, which are defined below
2021 Prudential Notes			Third amended and restated note purchase and private shelf agreement, entered into on September 3, 2021 by ACT with unrelated financial entities
2021 Revolver			Revolving line of credit under the 2021 Debt Agreement, maturing on September 3, 2026
2025 Revolver			Revolving line of credit under the 2025 Debt Agreement, maturing on July 8, 2030
2021 Term Loans			The Company's term loans under the 2021 Debt Agreement, collectively consisting of the 2021 Term Loan A-1, 2021 Term Loan A-2 and 2021 Term Loan A-3
2025 Term Loans			The Company's term loans under the 2025 Debt Agreement, collectively consisting of the 2025 Term Loan A-1 and 2025 Term Loan A-2
2021 Term Loan A-1			The Company's term loan under the 2021 Debt Agreement, which matured on December 3, 2022
2021 Term Loan A-2			The Company's term loan under the 2021 Debt Agreement, maturing on September 3, 2026, as amended by the 2024 Amendment
2021 Term Loan A-3			The Company's term loan under the 2021 Debt Agreement, maturing on September 3, 2026
2025 Term Loan A-1			The Company's term loan under the 2025 Debt Agreement, maturing on July 8, 2030
2025 Term Loan A-2			The Company's term loan under the 2025 Debt Agreement, maturing on January 8, 2027
2023 Term Loan			The Company's term loan entered into on June 22, 2023, maturing on September 3, 2026

2022 RSA			Sixth Amendment to the Amended and Restated Receivables Sales Agreement, entered into on October 3, 2022 by Swift Receivables Company II, LLC with unrelated financial entities
2023 RSA			Seventh Amendment to the Amended and Restated Receivables Sales Agreement, entered into on October 23, 2023 by Swift Receivables Company II, LLC with unrelated financial entities
2025 RSA			Eighth Amendment to the Amended and Restated Receivables Sales Agreement, entered into on October 1, 2025 by Swift Receivables Company II, LLC with unrelated financial entities
2024 Amendment			First Amendment to the Company's 2021 Debt Agreement, entered into on August 6, 2024

ACT or AAA Cooper			AAA Cooper Transportation, and its affiliated entity
ACT Acquisition			The Company's acquisition of 100% of the securities of ACT on July 5, 2021
Annual Report			Annual Report on Form 10-K
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
Board			Knight-Swift's Board of Directors


DHE			The non-union regional LTL division of Dependable Highway Express, Inc.
DHE Acquisition			The acquisition by one of the Company's wholly owned subsidiaries of the operating assets and assumption of certain liabilities of DHE on July 30, 2024
EPS			Earnings Per Share

ESPP			Knight-Swift Transportation Holdings Inc. Amended and Restated 2012 Employee Stock Purchase Plan



GAAP			United States Generally Accepted Accounting Principles
IRS			Internal Revenue Service




NYSE			New York Stock Exchange
LTL			Less-than-truckload
MME			MME, Inc. and its subsidiary, Midwest Motor Express, Inc.
Quarterly Report			Quarterly Report on Form 10-Q

Table of Contents

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.




GLOSSARY OF TERMS
The following glossary defines certain acronyms and terms used in this Quarterly Report on Form 10-Q. These acronyms and terms are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document.
Term			Definition
RSU			Restricted Stock Unit
SEC			United States Securities and Exchange Commission
SOFR			Secured overnight financing rate as administered by the Federal Reserve Bank of New York




US			The United States of America
U.S. Xpress			U.S. Xpress Enterprises, Inc. and its subsidiaries
U.S. Xpress Acquisition			The Company's acquisition of 100% of the securities of U.S. Xpress on July 1, 2023
UTXL			UTXL Enterprises, Inc.

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

PART I FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheets (Unaudited)


	September 30, 2025		December 31, 2024
	(In thousands, except per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	192,677	$	218,261
Cash and cash equivalents – restricted	101,677		147,684

Trade receivables, net of allowance for doubtful accounts of $37,349 and $37,797, respectively	864,539		803,696
Contract balance – revenue in transit	8,687		7,238
Prepaid expenses	116,851		123,089
Assets held for sale	69,295		82,993
Income tax receivable	79,376		37,260

Other current assets	35,181		28,520
Total current assets	1,468,283		1,448,741
Gross property and equipment	7,327,009		7,104,514
Less: accumulated depreciation and amortization	(2,571,761)		(2,401,129)
Property and equipment, net	4,755,248		4,703,385
Operating lease right-of-use-assets	297,060		372,841
Goodwill	3,962,142		3,962,142
Intangible assets, net	1,970,565		2,057,044
Other long-term assets	165,425		154,379
Total assets	$	12,618,723	$	12,698,532
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	251,567	$	329,697
Accrued payroll and purchased transportation	213,761		194,875
Accrued liabilities	58,337		64,100
Claims accruals – current portion	268,831		249,953
Finance lease liabilities and long-term debt – current portion	204,731		288,428
Operating lease liabilities – current portion	107,952		120,715
Accounts receivable securitization – current portion	—		458,983
Total current liabilities	1,105,179		1,706,751
Revolving line of credit	707,000		232,000
Long-term debt – less current portion	1,052,969		1,445,313
Finance lease liabilities – less current portion	479,883		457,303
Operating lease liabilities – less current portion	209,788		274,549
Accounts receivable securitization	455,200		—
Claims accruals – less current portion	340,981		335,880
Deferred tax liabilities	941,123		919,814
Other long-term liabilities	205,540		210,117
Total liabilities	5,497,663		5,581,727
Commitments and contingencies (Notes 7, 8, and 9)
Stockholders’ equity:
Preferred stock, par value $0.01 per share; 10,000 shares authorized; none issued	—		—
Common stock, par value $0.01 per share; 500,000 shares authorized; 162,312 and 161,896 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.	1,624		1,619
Additional paid-in capital	4,473,069		4,446,726
Accumulated other comprehensive loss	(184)		(442)
Retained earnings	2,637,231		2,661,064
Total Knight-Swift stockholders' equity	7,111,740		7,108,967
Noncontrolling interest	9,320		7,838
Total stockholders’ equity	7,121,060		7,116,805
Total liabilities and stockholders’ equity	$	12,618,723	$	12,698,532

See accompanying notes to condensed consolidated financial statements (unaudited).

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Condensed Consolidated Statements of Comprehensive Income (Unaudited)


	Quarter Ended September 30,				Year-to-Date September 30,
	2025		2024		2025		2024
	(In thousands, except per share data)
Revenue:
Revenue, excluding truckload and LTL fuel surcharge	$	1,720,889	$	1,680,893	$	5,026,053	$	4,935,408
Truckload and LTL fuel surcharge	206,168		195,783		587,306		610,389
Total revenue	1,927,057		1,876,676		5,613,359		5,545,797
Operating expenses:
Salaries, wages, and benefits	755,278		726,358		2,231,519		2,111,143
Fuel	221,807		213,489		632,619		670,651
Operations and maintenance	142,437		142,418		414,779		415,302
Insurance and claims	116,497		86,510		294,003		314,394
Operating taxes and licenses	33,263		32,220		102,154		93,923
Communications	7,047		8,411		21,811		24,208
Depreciation and amortization of property and equipment	179,036		178,598		533,053		539,313
Amortization of intangibles	19,246		18,922		57,738		56,009
Rental expense	41,647		42,322		127,709		129,248
Purchased transportation	284,386		295,261		827,402		859,286
Impairments	34,805		1,008		45,417		10,867
Miscellaneous operating expenses	41,282		49,739		135,550		156,018
Total operating expenses	1,876,731		1,795,256		5,423,754		5,380,362
Operating income	50,326		81,420		189,605		165,435
Other (expenses) income:
Interest income	2,690		4,005		8,760		12,844
Interest expense	(40,934)		(44,398)		(122,015)		(126,116)
Other income, net	3,638		3,169		27,826		17,049
Total other expenses, net	(34,606)		(37,224)		(85,429)		(96,223)
Income before income taxes	15,720		44,196		104,176		69,212
Income tax expense	7,388		14,137		31,684		22,253
Net income	8,332		30,059		72,492		46,959
Net (income) loss attributable to noncontrolling interest	(471)		405		251		1,170
Net income attributable to Knight-Swift	7,861		30,464		72,743		48,129
Other comprehensive (loss) income	(96)		995		258		998
Comprehensive income	$	7,765	$	31,459	$	73,001	$	49,127

Earnings per share:
Basic	$	0.05	$	0.19	$	0.45	$	0.30
Diluted	$	0.05	$	0.19	$	0.45	$	0.30

Dividends declared per share:	$	0.18	$	0.16	$	0.54	$	0.48

Weighted average shares outstanding:
Basic	162,305		161,861		162,137		161,687
Diluted	162,647		162,233		162,537		162,120

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Condensed Consolidated Statements of Cash Flows (Unaudited)


	Year-to-Date September 30,
	2025		2024
	(In thousands)
Cash flows from operating activities:
Net income	$	72,492	$	46,959
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment, and intangibles	590,791		595,322
Gain on sale of property and equipment	(54,680)		(21,839)
Impairments	45,417		10,867
Deferred income taxes	21,309		(21,569)
Non-cash lease expense	120,998		137,768
(Gain) loss on equity securities	(724)		11,562

Other adjustments to reconcile net income to net cash provided by operating activities	31,380		(3,684)
Increase (decrease) in cash resulting from changes in:
Trade receivables	(69,755)		39,612
Income tax receivable	(42,116)		19,624
Accounts payable	(86,406)		(57,066)
Accrued liabilities and claims accrual	18,823		(135,189)
Operating lease liabilities	(118,823)		(146,973)
Other assets and liabilities	14,725		49,347
Net cash provided by operating activities	543,431		524,741
Cash flows from investing activities:
Proceeds from maturities of held-to-maturity investments	—		530

Proceeds from sale of property and equipment, including assets held for sale	234,234		183,589
Purchases of property and equipment	(641,573)		(592,081)
Expenditures on assets held for sale	(855)		(312)
Net cash, restricted cash, and equivalents invested in acquisitions	—		(185,491)
Acquisition of leased assets	(10,425)		—

Other cash flows used in investing activities	(5,891)		(25,255)
Net cash used in investing activities	(424,510)		(619,020)
Cash flows from financing activities:
Repayments of finance leases and long-term debt	(1,561,267)		(214,881)
Proceeds from long-term debt	1,000,000		150,000
Borrowings on revolving lines of credit	907,000		502,000
Repayments on revolving lines of credit	(432,000)		(342,000)
Borrowings under accounts receivable securitization	46,000		28,800
Repayments of accounts receivable securitization	(50,000)		(96,600)

Proceeds from common stock issued	4,422		4,177

Dividends paid	(88,214)		(78,256)
Other cash flows used in financing activities	(15,078)		(7,735)
Net cash used in financing activities	(189,137)		(54,495)
Net decrease in cash, restricted cash, and equivalents	(70,216)		(148,774)
Cash, restricted cash, and equivalents at beginning of period	370,230		469,686
Cash, restricted cash, and equivalents at end of period	$	300,014	$	320,912

See accompanying notes to condensed consolidated financial statements (unaudited).

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Condensed Consolidated Statements of Cash Flows (Unaudited) — Continued


	Year-to-Date September 30,
	2025		2024
	(In thousands)
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	120,258	$	130,680
Income taxes	42,055		10,382
Non-cash investing and financing activities:
Equipment acquired included in accounts payable	$	12,064	$	39,522
Financing provided to independent contractors for equipment sold	3,573		1,715
Transfers from property and equipment to assets held for sale	109,068		89,794





Right-of-use assets obtained in exchange for operating lease liabilities	41,299		58,767

Property and equipment obtained in exchange for finance lease liabilities	96,862		190,298
Property and equipment obtained in exchange for debt and finance lease liabilities reclassified from operating lease liabilities	11,860		20,025


Reconciliation of Cash, Restricted Cash, and Equivalents:	September 30, 2025		December 31, 2024		September 30, 2024		December 31, 2023
	(In thousands)
Consolidated Balance Sheets
Cash and cash equivalents	$	192,677	$	218,261	$	166,348	$	168,545
Cash and cash equivalents – restricted 1	101,677		147,684		150,870		297,275

Other long-term assets 1	5,660		4,285		3,694		3,866
Consolidated Statements of Cash Flows
Cash, restricted cash, and equivalents	$	300,014	$	370,230	$	320,912	$	469,686

________

1 Reflects cash and cash equivalents that are primarily restricted for claims payments.

See accompanying notes to condensed consolidated financial statements (unaudited).

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Condensed Consolidated Statements of Stockholders' Equity (Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total Knight-Swift Stockholders' Equity		Noncontrolling Interest		Total Stockholders’ Equity
	Shares	Par Value
	(In thousands, except per share data)


































Balances – December 31, 2024	161,896	$	1,619	$	4,446,726	$	2,661,064	$	(442)	$	7,108,967	$	7,838	$	7,116,805

Common stock issued to employees	317	4		(4)						—				—
Common stock issued to the Board	28	—		1,271						1,271				1,271

Common stock issued under ESPP	71	1		3,150						3,151				3,151

Shares withheld – RSU settlement						(8,318)				(8,318)				(8,318)
Employee stock-based compensation expense				21,926						21,926				21,926
Cash dividends paid and dividends accrued ($0.54 per share)						(88,258)				(88,258)				(88,258)
Net income (loss)						72,743				72,743		(251)		72,492
Other comprehensive income								258		258				258
Investment in noncontrolling interest												1,933		1,933
Distribution to noncontrolling interest										—		(200)		(200)


Balances – September 30, 2025	162,312	$	1,624	$	4,473,069	$	2,637,231	$	(184)	$	7,111,740	$	9,320	$	7,121,060


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total Knight-Swift Stockholders' Equity		Noncontrolling Interest		Total Stockholders’ Equity
	Shares	Par Value
	(In thousands, except per share data)


































Balances – December 31, 2023	161,385	$	1,613	$	4,426,852	$	2,659,755	$	(830)	$	7,087,390	$	16,691	$	7,104,081

Common stock issued to employees	403	4		—						4				4
Common stock issued to the Board	24	—		1,206						1,206				1,206

Common stock issued under ESPP	59	2		2,965						2,967				2,967

Shares withheld – RSU settlement						(11,839)				(11,839)				(11,839)
Employee stock-based compensation expense				17,011						17,011				17,011
Cash dividends paid and dividends accrued ($0.48 per share)						(78,165)				(78,165)				(78,165)
Net income (loss)						48,129				48,129		(1,170)		46,959
Other comprehensive income								998		998				998
Investment in noncontrolling interest												2,212		2,212
Distribution to noncontrolling interest				(9,005)						(9,005)		(10,213)		(19,218)


Balances – September 30, 2024	161,871	$	1,619	$	4,439,029	$	2,617,880	$	168	$	7,058,696	$	7,520	$	7,066,216

See accompanying notes to condensed consolidated financial statements (unaudited).

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Condensed Consolidated Statements of Stockholders' Equity (Unaudited) — Continued


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total Knight-Swift Stockholders' Equity		Noncontrolling Interest		Total Stockholders’ Equity
	Shares	Par Value
	(In thousands, except per share data)
















Balances – June 30, 2025	162,277	$	1,623	$	4,464,204	$	2,658,937	$	(88)	$	7,124,676	$	8,242	$	7,132,918

Common stock issued to employees	11	—		—						—				—


Common stock issued under ESPP	24	1		1,012						1,013				1,013

Shares withheld – RSU settlement						(121)				(121)				(121)
Employee stock-based compensation expense				7,853						7,853				7,853
Cash dividends paid and dividends accrued ($0.18 per share)						(29,446)				(29,446)				(29,446)
Net income (loss)						7,861				7,861		471		8,332
Other comprehensive loss								(96)		(96)				(96)
Investment in noncontrolling interest												607		607



Balances – September 30, 2025	162,312	$	1,624	$	4,473,069	$	2,637,231	$	(184)	$	7,111,740	$	9,320	$	7,121,060


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total Knight-Swift Stockholders' Equity		Noncontrolling Interest		Total Stockholders’ Equity
	Shares	Par Value
	(In thousands, except per share data)
















Balances – June 30, 2024	161,836	$	1,618	$	4,439,489	$	2,613,684	$	(827)	$	7,053,964	$	16,389	$	7,070,353

Common stock issued to employees	10	—		—						—				—


Common stock issued under ESPP	25	1		1,068						1,069				1,069

Shares withheld – RSU settlement						(188)				(188)				(188)
Employee stock-based compensation expense				6,430						6,430				6,430
Cash dividends paid and dividends accrued ($0.16 per share)						(26,080)				(26,080)				(26,080)
Net income (loss)						30,464				30,464		(405)		30,059
Other comprehensive income								995		995				995
Investment in noncontrolling interest												739		739
Distribution to noncontrolling interest				(7,958)						(7,958)		(9,203)		(17,161)


Balances – September 30, 2024	161,871	$	1,619	$	4,439,029	$	2,617,880	$	168	$	7,058,696	$	7,520	$	7,066,216

See accompanying notes to condensed consolidated financial statements (unaudited).

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 — Introduction and Basis of Presentation

Certain acronyms and terms used throughout this Quarterly Report are specific to the Company, commonly used in the trucking industry, or are otherwise frequently used throughout this document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.

Description of Business

Knight-Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. During the year-to-date period September 30, 2025, the Company operated an average of 21,513 tractors (comprised of 19,474 company tractors and 2,039 independent contractor tractors) and 89,672 trailers within the Truckload segment and leasing activities within the All Other Segments. The LTL segment operated an average of 4,146 tractors and 10,985 trailers. Additionally, the Intermodal segment operated an average of 599 tractors and 12,541 intermodal containers. As of September 30, 2025, the Company's four reportable segments were Truckload, LTL, Logistics, and Intermodal.

Basis of Presentation

The condensed consolidated financial statements and footnotes included in this Quarterly Report include the accounts of Knight-Swift Transportation Holdings Inc. and its subsidiaries and should be read in conjunction with the consolidated financial statements and footnotes included in Knight-Swift's 2024 Annual Report. In management's opinion, these condensed consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair statement of the periods presented.

With respect to transactional/durational data, references to years pertain to calendar years. Similarly, references to quarters pertain to calendar quarters.

Note regarding comparability — The reported results do not include the LTL operations of DHE prior to its acquisition by the Company on July 30, 2024 in accordance with the accounting treatment applicable to the transaction. Accordingly, comparisons between the Company's current and prior period results may not be meaningful.

Changes in Presentation

Consolidated Statements of Cash Flows — Beginning in the fourth quarter of 2024, the Company presents gross borrowings on its revolving lines of credit and gross repayments on its revolving lines of credit as separate items. Prior period amounts have been reclassified to align with the current period presentation.

Seasonality

In the full truckload transportation industry, results of operations generally follow a seasonal pattern. Freight volumes in the first quarter are typically lower due to less consumer demand, customers reducing shipments following the holiday season, and inclement weather. At the same time, operating expenses generally increase, and tractor productivity of the Company's Truckload fleet, independent contractors and third-party carriers decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs attributed to higher accident frequency from harsh weather. These factors typically lead to lower operating profitability, as compared to other parts of the year. Additionally, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to holiday shopping trends toward delivery of gifts purchased over the Internet, as well as the length of the holiday season (consumer shopping days between Thanksgiving and Christmas). However, as the Company continues to diversify its business through expansion into the LTL industry, warehousing, and other activities, seasonal volatility is becoming more tempered. Additionally, macroeconomic trends and cyclical changes

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

in the trucking industry, including imbalances in supply and demand, can override the seasonality faced in the industry.

Note 2 — Recently Issued Accounting Pronouncements

Date Issued

Reference

Description

Expected Adoption Date and Method

Financial Statement Impact

December 2023

ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures 1

The amendments in the ASU update disclosure requirements related to income taxes including disclosures related to the rate reconciliation, income taxes paid, and other items.

January 2025, Prospective or retrospective adoption

Currently under evaluation, but not expected to be material

January 2025

ASU 2025-01: Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

The amendments in this ASU clarified that ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

January 2027, Prospective adoption

Currently under evaluation, but not expected to be material

May 2025

ASU 2025-03: Business Combinations and Consolidation: Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity

The amendments in this ASU require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer.

January 2027, Prospective adoption

Currently under evaluation, but not expected to be material

July 2025

ASU 2025-05: Financial Instruments – Credit Losses (Topic 326)

The amendments in this ASU create a practical expedient for use when estimating expected credit losses for current accounts receivable and current contract assets that allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

January 2026, Prospective

Currently under evaluation, but not expected to be material

September 2025

ASU 2025-06: Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted improvements to the Accounting for Internal-Use Software

The amendments in this ASU remove all references to prescriptive and sequential software development stages throughout Subtopic 350-40. Therefore an entity is required to start capitalizing software costs when management has authorized and committed funding to the software project and it is probable that the project will be completed and the software will be used to perform the function intended.

January 2028, Prospective or retrospective adoption

Currently under evaluation, but not expected to be material

1Management has established an implementation team to evaluate and implement the ASU 2023-09 related to improved tax disclosures. This team has outlined draft disclosures for management and taken steps to ensure any additional information needed to present updated disclosures is available. Based on the information currently available, the impact on the financial statements is not expected to be material. Since management is continuing to evaluate the impact of the standard, disclosures around these preliminary assessments are subject to change.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Note 3 — Acquisitions and Investments

DHE

On July 30, 2024, the Company, through a wholly owned subsidiary, acquired the operating assets and assumed certain liabilities of the regional less-than-truckload division of Dependable Highway Express, Inc. based in Los Angeles, California.

The total purchase price consideration of $185.0 million, including net working capital adjustments, was funded through borrowing on the 2021 Revolver on the transaction date. At closing, $1.5 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations. As of September 30, 2025, all scheduled funds have been released from escrow.

The goodwill recognized represents expected synergies from combining the operations of DHE with the Company, including enhanced service offerings, as well as other intangible assets that did not meet the criteria for separate recognition. The goodwill is expected to be deductible for tax purposes.

Purchase Price Allocation

The purchase price was allocated based on fair values of the assets and liabilities acquired as of the acquisition date. The purchase price allocation was open for adjustments through the end of the measurement period, which closed one year from the July 30, 2024 acquisition date.



	July 30, 2024 Opening Balance Sheet as Reported at December 31, 2024		Adjustments		July 30, 2024 Opening Balance Sheet as Reported at September 30, 2025

Fair value of the consideration transferred	$	184,986	$	—	$	184,986





Other current assets	445		—		445
Property and equipment	29,796		—		29,796
Operating lease right-of-use assets	15,448		—		15,448
Identifiable intangible assets 1	72,400		1,000		73,400

Other noncurrent assets	98		—		98
Total assets	118,187		1,000		119,187




Claims accruals – current and noncurrent portions	(4,000)		—		(4,000)
Operating lease liabilities – current and noncurrent portions	(12,400)		—		(12,400)



Total liabilities	(16,400)		—		(16,400)




Goodwill	$	83,199	$	(1,000)	$	82,199

1 Includes $57.9 million in customer relationships and $15.5 million in trade names.

Refer to Note 12 for information regarding the impairment of the DHE tradename.

The Company did not complete any material acquisitions or investments during the quarter and year-to-date periods ended September 30, 2025.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Note 4 — Income Taxes

Effective Tax Rate — The effective tax rates for the quarters ended September 30, 2025 and September 30, 2024 were 47.0% and 32.0%, respectively. The effective tax rates for the year-to-date periods ended September 30, 2025 and 2024 were 30.4% and 32.2%, respectively. The current quarter effective tax rate was primarily impacted by a decrease in pre-tax income, and an increase in deferred tax expense following the merger of certain subsidiaries.

Valuation Allowance — Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2025 and December 31, 2024, the Company has $12.8 million and $11.1 million, respectively in valuation allowances associated with state operating loss carryforwards which may not be utilized in the future.

Unrecognized Tax Benefits — The Company has unrecognized tax benefits associated with tax credit carryforwards. Management does not expect a decrease in unrecognized tax benefits relating to credits to be necessary within the next twelve months.

Interest and Penalties — The Company did not have accrued interest and penalties related to unrecognized tax benefits as of September 30, 2025 and December 31, 2024.

Tax Examinations — Certain of the Company's subsidiaries are currently under examination by a state jurisdiction for tax years ranging from 2019 to 2022. At the completion of these examinations, management does not expect any adjustments which would have a material impact on the Company's effective tax rate. Years subsequent to 2019 remain subject to examination.

Note 5 — Accounts Receivable Securitization

On October 23, 2023, the Company entered into the 2023 RSA, which further amended the 2022 RSA. The 2023 RSA is a secured borrowing that is collateralized by the Company's eligible receivables, for which the Company is the servicing agent. The Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to Swift Receivables Company II, LLC ("SRCII") who in turn sells a variable percentage ownership in those receivables to the various purchasers. The Company's eligible receivables are included in "Trade receivables, net of allowance for doubtful accounts" in the condensed consolidated balance sheets. As of September 30, 2025, the Company's eligible receivables generally have high credit quality, as determined by the obligor's corporate credit rating.

The 2023 RSA is subject to fees, various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type. The Company was in compliance with these covenants as of September 30, 2025. Collections on the underlying receivables by the Company are held for the benefit of SRCII and the various purchasers and are unavailable to satisfy claims of the Company and its subsidiaries.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

The following table summarizes the key terms of the 2023 RSA (dollars in thousands):


			2023 RSA
			(Dollars in thousands)
Effective date			October 23, 2023
Final maturity date			October 1, 2025
Borrowing capacity			$575,000
Accordion option 1			$100,000
Unused commitment fee rate 2			20 to 40 basis points
Program fees on outstanding balances 3			one month SOFR + credit spread adjustment 10 basis points + 82.5 basis points

1The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers.

2The commitment fee rates are based on the percentage of the maximum borrowing capacity utilized.

3As identified within the 2023 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement index for SOFR.

Availability under the 2023 RSA is calculated as follows:




	September 30, 2025		December 31, 2024
	(In thousands)
Borrowing base, based on eligible receivables	$	473,500	$	500,700
Less: outstanding borrowings 1	(455,200)		(459,200)
Less: outstanding letters of credit	(15,730)		(27,167)
Availability under accounts receivable securitization facilities	$	2,570	$	14,333

1Outstanding borrowings are included in "Accounts receivable securitization" as of September 30, 2025 and "Accounts receivable securitization - current portion" in the condensed consolidated balance sheets as of December 31, 2024, respectively, and are offset by deferred loan costs of $0 and $0.2 million as of September 30, 2025 and December 31, 2024, respectively. Interest accrued on the aggregate principal balance at a rate of 5.2% and 5.5% as of September 30, 2025 and December 31, 2024, respectively.

Refer to Note 12 for information regarding the fair value of the 2023 RSA.

2025 RSA — On October 1, 2025, the Company entered into the Eighth Amendment to the Amended and Restated Receivables Sales Agreement ("2025 RSA"). The 2025 RSA, among other things, extends the maturity date to October 2, 2028, and removed the 10 basis point SOFR Adjustment.

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Note 6 — Debt and Financing

Other than the Company's accounts receivable securitization as discussed in Note 5, the Company's long-term debt consisted of the following:


	September 30, 2025		December 31, 2024
	(In thousands)
2025 Term Loan A-1, due July 8, 2030, net 1 2	698,073		—
2025 Term Loan A-2, due January 8, 2027, net 1 2	299,240		—
2021 Term Loan A-2, due September 3, 2026, net 1 3	—		349,149
2021 Term Loan A-3, due September 3, 2026, net 1 3	—		779,411
2023 Term Loan, due September 3, 2026, net 1 4	—		249,459
Revenue equipment installment notes 1 5	132,272		192,255
Prudential Notes, net 1	8,211		16,611
Other	6,014		6,722
Total long-term debt, including current portion	1,143,810		1,593,607
Less: current portion of long-term debt	(90,841)		(148,294)
Long-term debt, less current portion	$	1,052,969	$	1,445,313


	September 30, 2025		December 31, 2024
	(In thousands)
Total long-term debt, including current portion	$	1,143,810	$	1,593,607
2025 Revolver, due July 8, 2030 1 6	707,000		—
2021 Revolver, due September 3, 2026 1 6	—		232,000
Long-term debt, including revolving line of credit	$	1,850,810	$	1,825,607

1Refer to Note 12 for information regarding the fair value of debt.

2As of September 30, 2025, the carrying amounts of the 2025 Term Loan A-1 and 2025 Term Loan A-2 were net of $1.9 million and $0.8 million in deferred loan costs, respectively.

3As of December 31, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.9 million and $0.6 million in deferred loan costs, respectively.

4As of December 31, 2024, the carrying amounts of the 2023 Term Loan was net of $0.5 million in deferred loan costs.

5The revenue equipment installment loans were assumed at the close of the U.S. Xpress Acquisition and have a weighted average interest rate of 4.88% and 4.68% as of September 30, 2025 and December 31, 2024, respectively.

6The Company also had outstanding letters of credit of $18.3 million under the 2025 Revolver and $18.1 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities for both September 30, 2025 and December 31, 2024, respectively. The Company also had outstanding letters of credit of $195.3 million and $246.0 million under a separate bilateral agreement which do not impact the availability of the 2025 Revolver as of September 30, 2025 and the 2021 Revolver as of December 31, 2024, respectively.

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Credit Agreements

2025 Debt Agreement — On July 8, 2025, the Company entered into the $2.5 billion 2025 Debt Agreement (an unsecured credit facility) with a group of banks, replacing the Company's prior debt agreements. The following table presents the key terms of the 2025 Debt Agreement:

2025 Term Loan A-1

2025 Term Loan A-2

2025 Revolver 2

2025 Debt Agreement Terms

(Dollars in thousands)

Maximum borrowing capacity

$700,000

$300,000

$1,500,000

Final maturity date

July 8, 2030

January 8, 2027

July 8, 2030

Interest rate margin reference rate

SOFR

Interest rate minimum margin 1

0.93%

1.05%

0.93%

Interest rate maximum margin 1

1.55%

1.43%

1.55%

Minimum principal payment — amount

$8,750

$—

Minimum principal payment — frequency

Quarterly

Once

Minimum principal payment — commencement date

September 30, 2028

January 8, 2027

July 8, 2030

1The interest rate margin for the 2025 Term Loans and 2025 Revolver is based on the Company's consolidated leverage ratio. As of September 30, 2025, interest accrued at 5.87% on the 2025 Term Loan A-1, 5.74% on the 2025 Term Loan A-2, and 5.71% on the 2025 Revolver.

2The commitment fee for the unused portion of the 2025 Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.1% to 0.2%. As of September 30, 2025, commitment fees on the unused portion of the 2025 Revolver accrued at 0.2% and outstanding letter of credit fees accrued at 1.5%.

The 2025 Debt Agreement contains certain financial covenants with respect to a maximum net leverage ratio and a minimum consolidated interest coverage ratio. The 2025 Debt Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock repurchases, and equipment financing. In addition to the financial covenants, the 2025 Debt Agreement includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the 2025 Debt Agreement may be accelerated, and the lenders' commitments may be terminated. The 2025 Debt Agreement contains certain usual and customary restrictions and covenants relating to, among other things, dividends (which are restricted only if a default or event of default occurs and is continuing or would result therefrom), liens, affiliate transactions, and other indebtedness. As of September 30, 2025, the Company was in compliance with the covenants under the 2025 Debt Agreement.

Borrowings under the 2025 Debt Agreement are made by Knight-Swift Transportation Holdings Inc. and are guaranteed by certain of the Company's material domestic subsidiaries (other than its captive insurance subsidiaries, driving academy subsidiary, and bankruptcy-remote special purpose subsidiary).

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U.S. Xpress' Revenue Equipment Installment Notes — In connection with the U.S. Xpress Acquisition, the Company assumed revenue equipment installment notes with various lenders to finance tractors and trailers. Payments are due in monthly installments with final maturities at various dates through March 15, 2028, and the notes are secured by related revenue equipment with a net book value of $116.3 million as of September 30, 2025. Terms generally range from 48 months to 84 months. The interest rates as of September 30, 2025 range from 2.0% to 7.17%.

2021 Prudential Notes — The 2021 Prudential Notes previously allowed ACT to borrow up to $125 million, less amounts currently outstanding with Prudential Capital Group, provided that certain financial ratios are maintained. The 2021 Prudential Notes have interest rates ranging from 4.05% to 4.40% and various maturity dates ranging from January 2026 through January 2028. The 2021 Prudential Notes are unsecured and contain usual and customary restrictions on, among other things, the ability to make certain payments to stockholders, similar to the provisions of the Company's 2025 Debt Agreement. As of September 30, 2025, the Company was in compliance with the covenants under the 2021 Prudential Notes.

Fair Value Measurement — See Note 12 for fair value disclosures regarding the Company's debt instruments.

Note 7 — Defined Benefit Pension Plan

Net periodic pension income and benefits paid during the quarter ended September 30, 2025 and 2024 were immaterial.

Assumptions

A weighted-average discount rate of 5.09% was used to determine benefit obligations as of September 30, 2025.

The following weighted-average assumptions were used to determine net periodic pension cost:


	Quarter Ended September 30,				Year-to-Date September 30,
	2025		2024		2025		2024
Discount rate	5.24	%	5.25	%	5.38	%	4.96	%
Expected long-term rate of return on pension plan assets	5.00	%	6.00	%	5.00	%	6.00	%

Refer to Note 12 for additional information regarding fair value measurements of the Company's investments.

Note 8 — Purchase Commitments

As of September 30, 2025, the Company had outstanding commitments to purchase revenue equipment of $142.2 million in the remainder of 2025 ($114.0 million of which were tractor commitments), and none thereafter. These purchases may be financed through any combination of finance leases, operating leases, debt, proceeds from sales of existing equipment, and cash flows from operations.

As of September 30, 2025, the Company had outstanding commitments to purchase facilities and non-revenue equipment of $67.4 million in the remainder of 2025, $76.7 million from 2026 through 2027, $10.9 million from 2028 through 2029, and none thereafter. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.

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Note 9 — Contingencies and Legal Proceedings

Legal Proceedings

The Company is party to certain legal proceedings incidental to its business. The majority of these claims relate to bodily injury, property damage, cargo and workers' compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.

Based on our present knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of open claims and pending litigation, taking into account existing reserves, is not likely to have a materially adverse impact on our condensed consolidated financial statements. However, any future claims or adverse developments in existing claims could impact this analysis. There are inherent uncertainties in these legal matters, some of which are beyond management's control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies.

The Company has made accruals with respect to its legal matters where appropriate, as well as legal fees which are included in "Accrued liabilities" in the condensed consolidated balance sheets. The Company has recorded an aggregate accrual of approximately $5.3 million, relating to the Company's outstanding legal proceedings as of September 30, 2025.

Third-Party Carrier Insurance Commitments

During 2024, the Company finalized the terms for transactions with the insurer under the third-party reinsurance agreement covering auto liability associated with the Company's third-party carrier insurance business. The first agreement finalized on February 14, 2024, effectively transferred $161.1 million in third-party auto liability insurance claim liabilities to the insurer for policy periods from October 1, 2020 through March 31, 2023. The transfer of these liabilities was funded by conveying to the insurer the corresponding restricted cash held in trust for payment of the third-party insurance claims. A second agreement finalized on December 28, 2024, effectively transferred the remaining $77.2 million in third-party auto liability insurance claim liabilities to the insurer for the policy period of April 1, 2023 through March 31, 2024. The transfer of these liabilities was funded by conveying to the insurer the corresponding restricted cash held in trust for payment of the third-party insurance claims in installments from December 30, 2024 through October 1, 2025. The Company remains responsible for potential additional premiums and aggregate reinsurance amounts above agreed loss development thresholds depending upon the ultimate development of claims. The maximum potential additional premium under each transfer agreement is $14.0 million. As of September 30, 2025, the Company has recorded a loss contingency liability of $14.0 million related to the first transfer agreement, $11.2 million of which was accrued during the quarter ended September 30, 2025, representing estimated additional premiums as certain claims in the first transfer transaction have reached amounts above the agreed loss development thresholds noted above. This is recorded in "Insurance and claims" in the Company's condensed consolidated statements of comprehensive income.

Note 10 — Share Repurchase Plans

In April 2022, the Board approved the repurchase of up to $350.0 million of the Company's outstanding common stock (the "2022 Knight-Swift Share Repurchase Plan").

The Company made no share repurchases during the quarter and year-to-date periods ended September 30, 2025 and 2024.no

As of September 30, 2025 and December 31, 2024, the Company had $200.0 million remaining under the 2022 Knight-Swift Share Repurchase Plan.

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Note 11 — Weighted Average Shares Outstanding

Earnings per share, basic and diluted, as presented in the condensed consolidated statements of comprehensive income, are calculated by dividing net income attributable to Knight-Swift by the respective weighted average common shares outstanding during the period.

The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding:


	Quarter Ended September 30,		Year-to-Date September 30,
	2025	2024	2025	2024
	(In thousands)
Basic weighted average common shares outstanding	162,305	161,861	162,137	161,687
Dilutive effect of equity awards	342	372	400	433
Diluted weighted average common shares outstanding	162,647	162,233	162,537	162,120
Anti-dilutive shares excluded from earnings per diluted share 1	751	232	727	426

1 Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented.

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Note 12 — Fair Value Measurement

The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities:


		September 30, 2025				December 31, 2024
	Condensed Consolidated Balance Sheets Caption	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
		(In thousands)
Financial Assets:

Equity method investments 1	Other long-term assets	$	113,019	$	113,019	$	104,640	$	104,640



Financial Liabilities:
2021 Term Loan A-2, due September 2026 1 2	Finance lease liabilities and long-term debt – less current portion	$	—	$	—	$	349,149	$	350,000
2021 Term Loan A-3, due September 2026 1 2	Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion	—		—		779,411		780,000
2023 Term Loan, due September 2026 1 3	Long-term debt – less current portion	—		—		249,459		250,000
2025 Term Loan A-1, due July 8, 2030 1 4	Long-term debt – less current portion	698,073		700,000		—		—
2025 Term Loan A-2, due January 8, 20271 4	Long-term debt – less current portion	299,240		300,000		—		—
2021 Revolver, due September 2026	Revolving line of credit	—		—		232,000		232,000
2025 Revolver, due July 8, 2030	Revolving line of credit	707,000		707,000		—		—
Revenue equipment installment notes 5	Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion	132,272		132,272		192,255		192,255
2021 Prudential Notes 1 6	Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion	8,211		8,211		16,611		16,621

2023 RSA, due October 2025 1 7	Accounts receivable securitization	455,200		455,200		458,983		459,200
Mandatorily redeemable contingent consideration 8	Other long-term liabilities	132,287		132,287		132,287		132,287
Contingent consideration 8	Accrued liabilities, Other long-term liabilities	5,203		5,203		5,203		5,203

1Level 2 inputs used to estimate the fair value.

2As of December 31, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.9 million and $0.6 million in deferred loan costs, respectively.

3As of December 31, 2024, the carrying amount of the 2023 Term Loan was net of $0.5 million in deferred loan costs.

4As of September 30, 2025, the carrying amounts of the 2025 Term Loan A-1 and 2025 Term Loan A-2 were net of $1.9 million and $0.8 million in deferred loan costs, respectively.

5As of September 30, 2025, the carrying amount of the revenue equipment installment notes included $0.3 million in fair value adjustments. As of December 31, 2024, the carrying amount of the revenue equipment installment notes included $0.6 million in fair value adjustments.

6As of September 30, 2025, the carrying amount of the 2021 Prudential Notes included $0.4 million in fair value adjustments. As of December 31, 2024, the carrying amount of the 2021 Prudential Notes was net of $10,000 in deferred loan costs and included $0.6 million in fair value adjustments.

7The carrying amount of the 2023 RSA was net of $0.2 million in deferred loan costs as of December 31, 2024.

8The contingent consideration is primarily related to the U.S. Xpress Acquisition.

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Recurring Fair Value Measurements (Assets) — As of September 30, 2025 and December 31, 2024, there were no major categories of assets estimated at fair value that were measured on a recurring basis.

Recurring Fair Value Measurements (Liabilities) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of liabilities measured on a recurring basis as of September 30, 2025 and December 31, 2024:


			Fair Value Measurements at Reporting Date Using
	Estimated Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Gain (Loss)
	(In thousands)
As of September 30, 2025
Mandatorily redeemable contingent consideration 1	$	132,287	$	—	$	—	$	132,287	$	—
Contingent consideration 1	$	5,203	$	—	$	—	$	5,203	$	—
As of December 31, 2024
Mandatorily redeemable contingent consideration 1 2	$	132,287	$	—	$	—	$	132,287	$	1,820
Contingent consideration 1	5,203		—		—		5,203		35,656

1The Company measures contingent consideration liabilities at fair value each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a probability weighted value analysis as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are forecasted operating income and net income over the earnout period, and the probability outcome percentages assigned to each scenario. Significant increases or decreases to either of these inputs would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earnout liabilities. Ultimately, the liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded in earnings for business combinations.

The following is a rollforward for the summary of changes in the fair value of the Company's contingent consideration liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions:


	2025		2024

Beginning balance	$	137,490	$	174,966
Change in fair value of contingent consideration (a)	—		(36,617)

Settlement of contingent consideration (b)	—		(859)
Ending balance	$	137,490	$	137,490

(a)The fair values of the mandatorily redeemable contingent consideration and other contingent consideration related to the U.S. Xpress Acquisition are based on Monte Carlo simulations that measure the present value of the expected future payments to be made in accordance with the provisions outlined in the purchase agreement, which is a Level 3 fair value measurement. In determining fair value, the Company estimates the future performance using financial projections developed by management about operating income and net income and the volatility associated with operating income and net income. The Company completes this valuation every six months with the next valuation being completed on December 31, 2025. The Company did not identify any indicators that would require an additional valuation as of September 30, 2025.

For the June 30, 2025 valuation, the Company used volatility rates of 40.0% and 47.0% for operating income and net income, respectively. The Company estimates future payments using the earnout formula and performance targets specified in the purchase agreement and these financial projections. These payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of U.S. Xpress to achieve the targets. For the June 30, 2025 valuation, the Company used a discount rate of 5.7%. Changes in financial projections or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration.

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For the December 31, 2024 valuation, the Company used volatility rates of 38.0% and 41.0% for operating income and net income, respectively. The Company estimates future payments using the earnout formula and performance targets specified in the purchase agreement and these financial projections. These payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of U.S. Xpress to achieve the targets. For the December 31, 2024 valuation, the Company used a discount rate of 5.7%. Changes in financial projections or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration.

Based on the Company’s ongoing assessment of the fair value of the contingent consideration the Company recorded a net decrease in the estimated fair value of such liabilities of $36.6 million during 2024 which was recognized as a gain and is recorded in "Other income (expense), net" in the Company's consolidated statement of comprehensive income.

(b)The Company did not recognize any gains in the quarter and year-to-date periods ended September 30, 2025.

The Company recognized a gain of $0.9 million during the quarter and year-to-date periods ended September 30, 2024.

2As of December 31, 2024, the call option has expired and the mandatorily redeemable contingent consideration is now in the put option period.

Nonrecurring Fair Value Measurements (Assets) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of September 30, 2025 and December 31, 2024:


			Fair Value Measurements at Reporting Date Using
	Estimated Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Loss
	(In thousands)
As of September 30, 2025
Buildings 1	$	—	$	—	$	—	$	—	$	(3,471)
Operating lease right-of-use assets 2	$	—	$	—	$	—	$	—	$	(10,692)
Software 3	$	—	$	—	$	—	$	—	$	(2,454)
Tradename 4	$	—	$	—	$	—	$	—	$	(28,800)

As of December 31, 2024
Buildings 5	$	—	$	—	$	—	$	—	$	(288)
Operating lease right-of-use assets 6	$	—	$	—	$	—	$	—	$	(5,974)
Equipment 7	$	—	$	—	$	—	$	—	$	(12,750)

1Reflects non-cash impairments related to certain real property (within the Truckload segment).

2Reflects non-cash impairments related to certain real property leases (within the Truckload segment).

3Reflects non-cash impairment of discontinued software projects (within the Intermodal Segment).

4Reflects non-cash impairment of tradenames associated with the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand (within the LTL segment).

5Reflects the non-cash impairment of building improvements (within the Truckload segment and the All Other Segments).

6Reflects the non-cash impairment related to the market value of a facility lease (within the Truckload segment).

7Reflects the non-cash impairment of certain revenue equipment held for sale and other equipment (within the Truckload segment and the All Other Segments).

Nonrecurring Fair Value Measurements (Liabilities) — As of September 30, 2025 and December 31, 2024, the Company had no major categories of liabilities estimated at fair value that were measured on a nonrecurring basis.

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Gain on Sale of Operating Assets — Net gains on disposals, including disposals of operating property and equipment classified as assets held for sale, are reported in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. The Company recorded net gains of:

•$20.9 million and $9.2 million for the quarters ended September 30, 2025 and 2024, respectively.

•$48.2 million and $21.8 million for the year-to-date periods ended September 30, 2025 and 2024, respectively.

Fair Value of Pension Plan Assets — The following table sets forth by level the fair value hierarchy of ACT's pension plan financial assets accounted for at fair value on a recurring basis. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ACT's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels.


			Fair Value Measurements at Reporting Date Using:
	Estimated Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
	(In thousands)
As of September 30, 2025


Fixed income funds	$	33,707	$	33,707	$	—	$	—
Cash and cash equivalents	930		930		—		—
Total pension plan assets	$	34,637	$	34,637	$	—	$	—

As of December 31, 2024


Fixed income funds	$	33,399	$	33,399	$	—	$	—
Cash and cash equivalents	389		389		—		—
Total pension plan assets	$	33,788	$	33,788	$	—	$	—

Note 13 — Related Party Transactions


	Quarter Ended September 30,								Year-to-Date September 30,
	2025				2024				2025				2024
	Provided by Knight-Swift		Received by Knight-Swift		Provided by Knight-Swift		Received by Knight-Swift		Provided by Knight-Swift		Received by Knight-Swift		Provided by Knight-Swift		Received by Knight-Swift
	(In thousands)







Facility and Equipment Leases	$	288	$	179	$	250	$	145	$	763	$	433	$	697	$	436







Other Services	$	—	$	9	$	—	$	9	—		26		—		26


	September 30, 2025				December 31, 2024
	Receivable		Payable		Receivable		Payable
	(In thousands)



Certain affiliates 1	$	—	$	99	$	—	$	136

1"Certain affiliates" includes entities that are associated with various board members and executives and require approval by the Audit Committee of the Board prior to completing transactions. Transactions with these entities generally include facility and equipment leases and other services.

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Note 14 — Financial Information by Segment and Geography

Segment Information


	Quarter Ended September 30, 2025
Operating income (loss) by segment:	Truckload		LTL		Logistics		Intermodal		All Other Segments		Eliminations		Total
	(In thousands)
Total revenue	$	1,236,634	$	394,501	$	140,404	$	94,083	$	88,880	$	(27,445)	$	1,927,057
Less 1:
Salaries, wages, and benefits	$	447,534	$	218,293	$	6,804	$	14,894	$	68,314	$	(561)	$	755,278
Fuel	185,002		32,069		—		4,188		548		—		221,807
Operations and maintenance 2	129,955		27,489		4,200		4,939		(18,522)		(5,624)		142,437
Insurance and claims	83,995		17,419		782		1,078		13,223		—		116,497
Depreciation and amortization of property and equipment	133,612		24,334		467		5,907		14,716		—		179,036
Purchased transportation	111,762		6,885		114,749		57,445		4,043		(10,498)		284,386
Other segment items 2 3	108,873		69,705		6,565		7,930		(5,021)		(10,762)		177,290
Total operating expense	$	1,200,733	$	396,194	$	133,567	$	96,381	$	77,301	$	(27,445)	$	1,876,731
Operating income (loss)	$	35,901	$	(1,693)	$	6,837	$	(2,298)	$	11,579	$	—	$	50,326
Operating ratio	97.1%		100.4%		95.1%		102.4%		87.0%		100.0%		97.4%


	Quarter Ended September 30, 2024 (Recast)
Operating income (loss) by segment:	Truckload		LTL		Logistics		Intermodal		All Other Segments		Eliminations		Total
	(In thousands)
Total revenue	$	1,258,156	$	325,412	$	143,581	$	102,679	$	68,438	$	(21,590)	$	1,876,676
Less 1:
Salaries, wages, and benefits	$	453,863	$	181,652	$	6,473	$	16,271	$	68,701	$	(602)	$	726,358
Fuel	182,446		26,073		—		4,346		624		—		213,489
Operations and maintenance 2	134,294		19,905		3,112		7,279		(17,336)		(4,836)		142,418
Insurance and claims	71,375		12,467		1,304		722		642		—		86,510
Depreciation and amortization of property and equipment	135,376		20,872		778		5,641		15,931		—		178,598
Purchased transportation	112,575		3,765		117,900		64,476		2,589		(6,044)		295,261
Other segment items 2 3	122,871		36,122		7,330		5,331		(8,924)		(10,108)		152,622
Total operating expense	$	1,212,800	$	300,856	$	136,897	$	104,066	$	62,227	$	(21,590)	$	1,795,256
Operating income (loss)	$	45,356	$	24,556	$	6,684	$	(1,387)	$	6,211	$	—	$	81,420
Operating ratio	96.4%		92.5%		95.3%		101.4%		90.9%		100.0%		95.7%

1The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

2The credits within All Other Segments represent allocations within corporate to the other segments.

3Other segment items for each reportable segment include operating taxes and licenses, communications, amortization of intangibles, rental expense, impairments, and other miscellaneous operating expenses.

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	Year-to-Date September 30, 2025
Operating income (loss) by segment:	Truckload		LTL		Logistics		Intermodal		All Other Segments 2		Eliminations		Total
	(In thousands)
Total revenue	$	3,643,220	$	1,133,756	$	410,323	$	269,251	$	234,891	$	(78,082)	$	5,613,359
Less 1:
Salaries, wages, and benefits	$	1,326,730	$	635,872	$	20,342	$	44,336	$	205,905	$	(1,666)	$	2,231,519
Fuel	527,915		90,728		—		12,417		1,559		—		632,619
Operations and maintenance 2	375,521		77,608		13,450		17,702		(53,298)		(16,204)		414,779
Insurance and claims	221,008		45,922		3,075		4,261		19,737		—		294,003
Depreciation and amortization of property and equipment	397,493		71,496		1,540		17,539		44,985		—		533,053
Purchased transportation	326,688		23,807		334,701		161,895		9,742		(29,431)		827,402
Other segment items 2 3	341,944		158,989		19,688		18,640		(18,101)		(30,781)		490,379
Total operating expense	$	3,517,299	$	1,104,422	$	392,796	$	276,790	$	210,529	$	(78,082)	$	5,423,754
Operating income (loss)	$	125,921	$	29,334	$	17,527	$	(7,539)	$	24,362	$	—	$	189,605
Operating ratio	96.5%		97.4%		95.7%		102.8%		89.6%		100.0%		96.6%


	Year-to-Date September 30, 2024 (recast)
Operating income (loss) by segment:	Truckload		LTL		Logistics		Intermodal		All Other Segments		Eliminations		Total
	(In thousands)
Total revenue	$	3,785,408	$	914,012	$	402,010	$	288,192	$	221,796	$	(65,621)	$	5,545,797
Less 1:
Salaries, wages, and benefits	$	1,344,912	$	497,282	$	20,232	$	45,710	$	204,925	$	(1,918)	$	2,111,143
Fuel	578,400		77,304		—		13,037		1,910		—		670,651
Operations and maintenance 2	397,735		54,773		7,900		21,045		(51,119)		(15,032)		415,302
Insurance and claims	234,611		38,595		4,828		3,032		33,328		—		314,394
Depreciation and amortization of property and equipment	412,321		57,966		2,708		16,651		49,667		—		539,313
Purchased transportation	345,895		11,358		331,396		180,129		10,601		(20,093)		859,286
Other segment items 2 3	379,548		98,842		21,030		16,600		(17,169)		(28,578)		470,273
Total operating expense	$	3,693,422	$	836,120	$	388,094	$	296,204	$	232,143	$	(65,621)	$	5,380,362
Operating income (loss)	$	91,986	$	77,892	$	13,916	$	(8,012)	$	(10,347)	$	—	$	165,435
Operating ratio	97.6%		91.5%		96.5%		102.8%		104.7%		100.0%		97.0%

1The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

2The credits within All Other Segments represent allocations within corporate to the other segments.

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Geographical Information

In the aggregate, total revenue from the Company's international operations was less than 5.0% of consolidated total revenue for the quarters ended September 30, 2025 and 2024. Additionally, long-lived assets on the Company's international subsidiary balance sheets were less than 5.0% of consolidated total assets as of September 30, 2025 and December 31, 2024.

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ITEM 2.			MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains certain statements that may be considered "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Section 27A of the Securities Act of 1933, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation:

•any projections of or guidance regarding earnings, earnings per share, revenues, cash flows, dividends, capital expenditures, or other financial items,

•any statement of plans, strategies, and objectives of management for future operations,

•any statements concerning proposed acquisition plans, new services, or developments,

•any statements regarding future economic conditions or performance, and

•any statements of belief and any statements of assumptions underlying any of the foregoing.

In this Quarterly Report, forward-looking statements include, but are not limited to, statements we make concerning:

•our ability to gain market share and adapt to market conditions, the ability of our infrastructure to support future growth, future market position, and the ability, desire, and effects of expanding our service offerings (including expansion of our LTL network), whether we grow organically or through potential acquisitions,

•our ability to recruit and retain qualified driving associates,

•future safety performance,

•future performance of our segments or businesses,

•future capital expenditures, equipment prices (including used equipment) and availability, our equipment purchasing or leasing plans, and mix of our owned versus leased revenue equipment, and our equipment turnover,

•the impact of pending legal proceedings,

•future insurance claims, coverage, coverage limits, premiums, and self-insured retention limits, including the potential impact of adverse developments in our prior period claims, and charges related to the exit from our third-party carrier insurance business,

•the expected freight environment, including freight demand, capacity, seasonality, and volumes,

•economic conditions and growth, including future inflation, consumer spending, supply chain conditions, inventory levels or management, labor supply and relations, and trade policy,

•expected liquidity and methods for achieving sufficient liquidity, including our expected need or desire to incur indebtedness and our ability to comply with debt covenants,

•future fuel prices and availability and the expected impact of fuel efficiency initiatives,

•future expenses, including depreciation and amortization, purchased transportation, impairments, interest rates, cost structure, and our ability to control costs,

•future rates, operating profitability and margin, load count, asset utilization, and return on capital,

•future third-party service provider relationships and availability, including pricing terms,

•future contracted pay rates with independent contractors, ability to lease equipment to independent contractors, and compensation arrangements with driving associates,

•future capital allocation, capital structure, capital requirements, and growth strategies and opportunities,

•future share repurchases and dividends,

•future tax rates,

•expected tractor and trailer fleet age, fleet size, and demand for trailer fleet,

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•future investment in and deployment of new or updated technology or services,

•future classification of our independent contractors, including the impact of new laws and regulations regarding classification,

•political conditions and regulations, including conflicts, trade regulation, quotas, duties, or tariffs, and any future changes to the foregoing,

•integration efforts related to prior acquisitions and any future effects of such acquisitions, and

•others.

Such statements may be identified by their use of terms or phrases such as "believe," "may," "could," "will," "would," "should," "expects," "estimates," "designed," "likely," "foresee," "goals," "seek," "target," "forecast," "projects," "anticipates," "plans," "intends," "hopes," "strategy," "potential," "objective," "pursue," "continue," "outlook," "confident," "feel," and similar terms and phrases. Forward-looking statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to materially differ from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A "Risk Factors" in our 2024 Annual Report, and various disclosures in our press releases, stockholder reports, and other filings with the SEC.

All such forward-looking statements speak only as of the date of this Quarterly Report. You are cautioned not to place undue reliance on such forward-looking statements. We expressly disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein, to reflect any change in our expectations with regard thereto, or any change in the events, conditions, or circumstances on which any such statement is based.


Reference to Glossary of Terms

Certain acronyms and terms used throughout this Quarterly Report are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.


Reference to Annual Report

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements (unaudited) and footnotes included in this Quarterly Report, as well as the consolidated financial statements and footnotes included in our 2024 Annual Report.

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Executive Summary

Company Overview

Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple full truckload, LTL, intermodal, and other complementary services. Our objective is to operate our business with industry-leading margins and continued organic growth and growth through acquisitions while providing safe, high-quality, cost-effective solutions for our customers. Knight-Swift uses a nationwide network of business units and terminals in the US and Mexico to serve customers throughout North America. In addition to operating the country's largest truckload fleet, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors. Our four reportable segments are Truckload, LTL, Logistics, and Intermodal. Additionally, we have various non-reportable segments.

Key Financial Highlights — Year-to-Date September 30, 2025

Consolidated operating income increased 14.6% to $189.6 million during the year-to-date period ended September 30, 2025, as compared to the same period last year. Net income attributable to Knight-Swift increased 51.1% to $72.7 million.

•Truckload — 96.5% operating ratio during the year-to-date period ended September 30, 2025. The Adjusted Operating Ratio1 was 95.4%, with a 3.0% year-over-year decrease in revenue, excluding fuel surcharge and intersegment transactions. Cost-reduction efforts led to a 0.4% reduction in our Adjusted Operating Expenses per mile for the year-to-date period ended September 30, 2025, compared to the year-to-date period ended September 30, 2024.

•LTL — 97.4% operating ratio during the year-to-date period ended September 30, 2025. The Adjusted Operating Ratio1 deteriorated 410 basis points year-over-year to 92.6%, due to start-up costs and early-stage operations at recently opened facilities as well as some lingering costs from the integration of the DHE Acquisition. We opened eleven new locations during the year-to-date period ended September 30, 2025, as we continue to invest in our network.

•Logistics — 95.7% operating ratio during the year-to-date period ended September 30, 2025. The Adjusted Operating Ratio1 was 94.9% with a gross margin of 18.2%. Revenue increased 2.1% year-over-year. Revenue per load increased 8.3% and was partially offset by a 6.0% decline in load count.

•Intermodal — 102.8% operating ratio during the year-to-date period ended September 30, 2025, as year-over-year load count decreased 6.9%, partially offset by a 0.3% increase in revenue per load.

•All Other Segments — Operating income increased to $24.4 million during the year-to-date period ended September 30, 2025 from a $10.3 million operating loss during the comparable period of 2024, largely as a result of our warehousing business and leasing businesses and reflects improvement from the prior year period, which had included a $19.5 million operating loss for the third-party insurance business we exited during the first quarter of 2024 partially offset by the $14.0 million loss contingency in 2025.

•Liquidity and Capital — During the year-to-date period ended September 30, 2025, we generated $543.4 million in operating cash flows and Free Cash Flow1 of $136.1 million. We paid down $112.4 million in finance lease liabilities, $118.8 million in operating lease liabilities, and had $471.0 million of net borrowings on our 2025 Revolver, 2021 Revolver, and 2023 RSA, $360.0 million of which was used to pay down outstanding term loan balances, during the year-to-date period ended September 30, 2025. On July 8, 2025, the Company entered into a $2.5 billion 2025 Debt Agreement, replacing the Company's previous $2.3 billion 2021 Debt Agreement and the Company’s previous $250 million 2023 Term Loan. As of September 30, 2025, we had a balance of $192.7 million in unrestricted cash and cash equivalents, $2.7 billion face value outstanding debt, net of unrestricted cash, and $7.1 billion of stockholders' equity. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants. See discussion under "Liquidity and Capital Resources" for additional information.

________

1Refer to "Non-GAAP Financial Measures" below.

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Key Financial Data and Operating Metrics


	Quarter Ended September 30,						Year-to-Date September 30,
	2025			2024			2025			2024
GAAP financial data:	(Dollars in thousands, except per share data)
Total revenue	$	1,927,057		$	1,876,676		$	5,613,359		$	5,545,797
Revenue, excluding truckload and LTL fuel surcharge	$	1,720,889		$	1,680,893		$	5,026,053		$	4,935,408
Net income attributable to Knight-Swift	$	7,861		$	30,464		$	72,743		$	48,129
Earnings per diluted share	$	0.05		$	0.19		$	0.45		$	0.30
Operating ratio	97.4		%	95.7		%	96.6		%	97.0		%

Non-GAAP financial data:
Adjusted Net Income Attributable to Knight-Swift 1	$	51,281		$	54,447		$	153,832		$	113,596
Adjusted EPS 1	$	0.32		$	0.34		$	0.95		$	0.70
Adjusted Operating Ratio 1	93.8		%	93.9		%	94.1		%	95.1		%

Revenue equipment statistics by segment:
Truckload
Average tractors 2	21,319			22,814			21,513			22,986
Average trailers 3	89,366			90,935			89,672			92,642
LTL
Average tractors 4	4,221			3,730			4,146			3,505
Average trailers 5	11,016			9,888			10,985			9,160
Intermodal
Average tractors	573			622			599			615
Average containers	12,535			12,569			12,541			12,577

1Adjusted 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. However, management believes that presentation of these non-GAAP financial measures provides useful information to investors regarding the Company's results of operations. 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.

2Our tractor fleet within the Truckload segment had a weighted average age of 2.7 years and 2.6 years as of September 30, 2025 and 2024, respectively.

3Our average trailers includes 9,965 and 8,510 trailers related to leasing activities recorded within our All Other Segments for the quarters ended September 30, 2025 and 2024, respectively. Our trailer fleet within the Truckload segment had a weighted average age of 9.5 years and 9.1 years as of September 30, 2025 and 2024, respectively. Our average trailers includes 9,862 and 8,718 trailers related to leasing activities recorded within our non-reportable segments for the year-to-date periods September 30, 2025 and 2024, respectively.

4Our LTL tractor fleet had a weighted average age of 3.9 years and 4.2 years as of September 30, 2025 and 2024, respectively. Our LTL tractor fleet includes 677 and 615 tractors from ACT's dedicated and other businesses for the quarters ended September 30, 2025 and 2024, respectively. Our LTL tractor fleet includes 668 and 613 tractors from ACT's dedicated and other businesses for the year-to-date periods September 30, 2025 and 2024, respectively.

5Our LTL trailer fleet had a weighted average age of 8.0 years and 8.5 years as of September 30, 2025 and 2024, respectively. Our LTL trailer fleet includes 1,236 and 843 trailers from ACT's dedicated and other businesses for the quarters ended September 30, 2025 and 2024, respectively. Our LTL trailer fleet includes 1,097 and 831 trailers from ACT's dedicated and other businesses for the year-to-date periods September 30, 2025 and 2024, respectively.

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Market Trends and Company Outlook

Market Trends

Freight markets remain volatile, with shippers cautious and demand patterns diverging from historical norms. While overall demand in the truckload market has been steady through early October, we have seen more proactive customer engagement around peak season projects, including interest from clients who were previously inactive. The usual seasonal uptick has yet to materialize, but early bid season results show stable demand, less lane turnover, and modest rate improvements. Customers appear to be consolidating their carrier base, increasingly favoring reliable, asset-based providers.

On the capacity front, regulatory changes, particularly around driver qualifications and non-domiciled CDLs, are expected to reduce lower-cost market capacity. Carrier downsizing, failures among mid-sized operators, and large carriers shifting toward dedicated services are further tightening supply. Private fleet growth is also slowing as replacement costs rise, which may constrain capacity in the one-way market, where we are most active. Sustained regulatory enforcement could shift the supply-demand balance by 2026, creating a more favorable environment for our truckload segment and supporting margin growth.

Our Logistics business is central to our strategy as customers seek integrated, flexible solutions. By leveraging technology-enabled power-only services and our extensive trailer pools, we believe we are positioned to provide scalable capacity and responsive service. We expect continued investment in technology and process efficiency will further differentiate our offering and support margin improvement as shippers prioritize reliability and asset-backed solutions.

In Intermodal, we are optimizing cost structure and network management while strengthening rail partnerships. This segment is well-placed to serve customers seeking alternative transportation modes and longer-haul solutions, especially as supply chain strategies evolve. Enhanced equipment utilization and streamlined operations should drive service improvements and cost competitiveness, with new rail efficiencies expected to support volume growth.

Our LTL business is building momentum, supported by unified AAA Cooper branding across the network. We are expanding our LTL footprint and customer base, focusing on operational execution and cost efficiency. As facility expansion moderates, we are prioritizing optimization of existing locations and leveraging bid activity to drive shipment volume and efficiency. We believe industry trends favoring regional coverage and integrated solutions position our LTL segment for continued growth.

Despite near-term uncertainty, we believe we are well-positioned to capitalize on emerging opportunities and expect market conditions to improve over the medium term.

Company Outlook

Our Company outlook for the fourth quarter of 2025 includes the following:

Truckload

•Truckload Segment revenue fairly stable sequentially with operating margins improving 250 - 350 basis points sequentially,

•Revenue per loaded mile improves low single-digit percent sequentially on seasonal opportunities,

•Tractor count stable and utilization down modestly sequentially.

LTL

•LTL Segment revenue, excluding fuel surcharge, growth between 10% - 15% year-over-year in fourth quarter,

•Similar Adjusted Operating Ratio as prior year fourth quarter.

Logistics

•Logistics Segment revenue and Adjusted Operating Income increase mid-teens percent sequentially.

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Intermodal

•Intermodal Segment load count improves mid single-digit percent sequentially,

•Adjusted Operating Ratio fairly stable sequentially.

All Other

•All Other Segments operating income, before including the $11.7 million quarterly intangible asset amortization, approximately break even in fourth quarter.

Additional

•Gain on sale to be in the range of $18 million to $23 million in fourth quarter,

•Net interest expense declines modestly sequentially in fourth quarter,

•Net cash capital expenditures for full-year 2025 expected range of $475 million - $525 million,

•Expected effective tax rate on adjusted income before taxes of approximately 23% to 24% for fourth quarter.

In addition to the above, we expect the Truckload segment will continue to pursue opportunities, and the Logistics segment will continue to provide value to our customers through our power-only and traditional brokerage service offerings. With our mid-2024 acquisition of DHE and the continued organic expansion of our AAA Cooper brand, we expect additional yield and revenue opportunities from our growing super-regional LTL transportation network. The pace of our LTL facility expansion will be lower in 2025 than in 2024 as we focus on ongoing bid activities that we believe will provide further opportunities to grow shipment volumes and improve efficiencies in our LTL segment. The Intermodal segment continues to build out its network that aligns with our new rail partners as we pursue a more diversified portfolio of customers. Our All Other Segments are further expanding to complement our other service offerings.

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 or terminal improvements during 2025. Additionally, we anticipate that our equipment suppliers may need to raise prices in response to recently announced tariffs. With significant tightening in the insurance markets, we may also experience changes in premiums, retention limits, and excess coverage limits in the remainder of 2025. While fuel expense is generally offset by fuel surcharge revenue, our fuel expense, net of truckload and LTL fuel surcharge revenue, may increase in the future, particularly during periods of sharply rising fuel prices. In periods of declining prices the opposite is true. Overall, we remain committed to long-term profitability as we continue to leverage opportunities across the Knight-Swift brands, and efficiently deploy our assets, while maintaining a relentless focus on cost control. This includes seeking acquisition opportunities to improve earnings, gain customers, and reach more professional drivers, as illustrated by the acquisition of U.S. Xpress and our intention to further expand the geographic footprint of our LTL network, as illustrated by the DHE Acquisition.

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Results of Operations — Summary

Note: The reported results do not include the LTL operations of DHE prior to its acquisition by the Company on July 30, 2024 in accordance with the accounting treatment applicable to the transaction. Accordingly, comparisons between the Company's current and prior period results may not be meaningful.

Operating Results: Third Quarter 2025 compared to Third Quarter 2024

The $22.6 million decrease in net income attributable to Knight-Swift to $7.9 million during the third quarter of 2025 from $30.5 million during the same period last year includes the following:

•Contributor — $26.2 million decrease in operating income within our LTL segment primarily due to the $28.8 million trade name impairment as a result of our decision to combine our LTL brands under the AAA Cooper trade name.

•Contributor — $9.5 million decrease in operating income within our Truckload segment largely as a result of $12.0 million of higher insurance and claims costs at U.S. Xpress.

•Contributor — $0.9 million increase in operating loss within our Intermodal segment, driven by a $2.5 million impairment for certain software as well as a 11.5% decrease in load count, partially offset by a 3.5% increase in revenue per load.

•Offset — $5.4 million increase in operating income within the All Other Segments, driven by a 29.9% increase in revenue primarily driven by our warehousing and leasing businesses.

•Offset — $3.5 million decrease in consolidated interest expense primarily driven by lower average interest rates.

•Offset — $0.5 million increase in other income, net, primarily due to current quarter income within our portfolio of investments.

•Offset — $0.2 million increase in operating income within our Logistics segment due to a 3.6% increase in revenue per load.

•Offset — $6.7 million decrease in consolidated income tax expense, was primarily due to a decrease in pretax income which was partially offset by an increase in deferred tax expense following the merger of certain subsidiaries. Our effective tax rate for the third quarter of 2025 was 47.0%, compared to 32.0% for the third quarter of 2024.

Operating Results: Year-To-Date September 30, 2025 Compared to Year-To-Date September 30, 2024

The $24.6 million increase in net income attributable to Knight-Swift to $72.7 million during the year-to-date period ended September 30, 2025 from $48.1 million during the same period last year includes the following:

•Contributor — $33.9 million increase in operating income within our Truckload segment primarily due to a 0.4% year-over-year reduction in our Adjusted Operating Expenses per mile.

•Contributor — $3.6 million increase in operating income within our Logistics segment due to an 8.3% increase in revenue per load, partially offset by a 6.0% decrease in load count.

•Contributor — $0.5 million decrease in operating loss within our Intermodal segment.

•Contributor — $34.7 million increase in operating income within the All Other Segments, largely as a result of exiting the third-party insurance business at the end of the first quarter of 2024.

•Contributor — $10.8 million increase in other income, net, primarily due to income within our portfolio of investments.

•Contributor — $4.1 million decrease in consolidated interest expense primarily driven by lower interest rates.

•Offset — $48.6 million decrease in operating income within our LTL segment primarily due to the tradename impairment mentioned above, and start-up costs and early-stage operations at recently opened facilities.

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•Offset — $9.4 million increase in consolidated income tax expense, was primarily due to the increase in pretax income, and an increase in deferred tax expense following the merger of certain subsidiaries. Our effective tax rate for the year-to-date period ended September 30, 2025 was 30.4%, compared to 32.2% for the year-to-date period ended September 30, 2024.


Results of Operations — Segment Review

The Company has four reportable segments: Truckload, LTL, Logistics, and Intermodal, as well as certain other operating segments included within our All Other Segments.

Consolidating Tables for Total Revenue and Operating Income (Loss)


	Quarter Ended September 30,				Year-to-Date September 30,
	2025		2024		2025		2024
Revenue:	(In thousands)
Truckload	$	1,236,634	$	1,258,156	$	3,643,220	$	3,785,408
LTL	394,501		325,412		1,133,756		914,012
Logistics	140,404		143,581		410,323		402,010
Intermodal	94,083		102,679		269,251		288,192
Subtotal	$	1,865,622	$	1,829,828	$	5,456,550	$	5,389,622
All Other Segments	88,880		68,438		234,891		221,796
Intersegment eliminations	(27,445)		(21,590)		(78,082)		(65,621)
Total revenue	$	1,927,057	$	1,876,676	$	5,613,359	$	5,545,797


	Quarter Ended September 30,				Year-to-Date September 30,
	2025		2024		2025		2024
Operating income (loss):	(In thousands)
Truckload	$	35,901	$	45,356	$	125,921	$	91,986
LTL	(1,693)		24,556		29,334		77,892
Logistics	6,837		6,684		17,527		13,916
Intermodal	(2,298)		(1,387)		(7,539)		(8,012)
Subtotal	$	38,747	$	75,209	$	165,243	$	175,782
All Other Segments	11,579		6,211		24,362		(10,347)
Operating income	$	50,326	$	81,420	$	189,605	$	165,435

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 15,400 irregular route and 5,900 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 super-regional LTL transportation service through our growing network of approximately 180 facilities and a door count of approximately 6,600. Our LTL segment operates approximately 4,200 tractors and approximately 11,000 trailers, including equipment used for dedicated and other businesses. The LTL segment also provides national coverage to our customers by utilizing partner carriers for areas outside of our direct network.

•Our Logistics and Intermodal segments provide a multitude of shipping solutions, including additional sources of truckload capacity and alternative transportation modes, by utilizing our vast network of third-party capacity providers and rail providers, as well as certain logistics and freight management services. We offer power-only services through our Logistics segment leveraging our fleet of nearly 89,000 trailers.

•Our All Other Segments include support services provided to our customers and third-party carriers including equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, and warranty services, as well as insurance prior to the first quarter of 2024. Our All Other Segments also include certain corporate expenses (such as legal settlements and accruals, certain impairments, and amortization of intangibles related to the 2017 Merger and various acquisitions).

•In addition to the revenues earned from our customers for the trucking and non-trucking services discussed above, we also earn fuel surcharge revenue from our customers through our fuel surcharge programs, which serve to recover a majority of our fuel costs. This generally applies only to loaded miles for our Truckload and LTL segments and typically does not offset non-paid empty miles, idle time, and out-of-route miles driven. Fuel surcharge programs involve a computation based on the change in national or regional fuel prices. These programs may update as often as weekly, but typically require a specified minimum change in fuel cost to prompt a change in fuel surcharge revenue. Therefore, many of these programs have a time lag between when fuel costs change and when the change is reflected in fuel surcharge revenue for our Truckload and LTL segments.

Expenses

Our most significant expenses typically vary with miles traveled and include fuel, driving associate-related expenses (such as wages and benefits), and services purchased from third-party service providers (including other trucking companies, railroad and drayage providers, and independent contractors). Maintenance and tire expenses, as well as the cost of insurance and claims generally vary with the miles we travel, but also have a controllable component based on safety performance, fleet age, operating efficiency, and other factors. 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.

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

Operating Statistics

We measure our consolidated and segment results through the operating statistics listed in the table below. Our chief operating decision makers monitor the GAAP results of our reportable segments, supplemented by certain non-GAAP information. Refer to "Non-GAAP Financial Measures" for more details. Additionally, we use a number of primary indicators to monitor our revenue and expense performance and efficiency.

Operating Statistic

Relevant Segment(s)

Description

Average Revenue per Tractor

Truckload

Measures productivity and represents revenue (excluding fuel surcharge and intersegment transactions) divided by average tractor count

Total Miles per Tractor

Truckload

Total miles (including loaded and empty miles) divided by average tractor count

Average Length of Haul

Truckload, LTL

For our Truckload segment this is calculated as average miles traveled with loaded trailer cargo per order.
For our LTL segment this is calculated as average miles traveled from the origin service center to the destination service center.

Non-paid Empty Miles Percentage

Truckload

Percentage of miles without trailer cargo

Shipments per Day

LTL

Average number of shipments completed each business day

Weight per Shipment

LTL

Total weight (in pounds) divided by total shipments

Revenue per shipment

LTL

Total revenue divided by total shipments

Revenue xFSC per shipment

LTL

Total revenue, excluding fuel surcharge, divided by total shipments

Revenue per hundredweight

LTL

Measures yield and is calculated as total revenue divided by total weight (in pounds) times 100

Revenue xFSC per hundredweight

LTL

Total revenue, excluding fuel surcharge, divided by total weight (in pounds) times 100

Average Tractors

Truckload, LTL, Intermodal

Average tractors in operation during the period including company tractors and tractors provided by independent contractors

Average Trailers

Truckload, LTL

Average trailers in operation during the period

Average Revenue per Load

Logistics, Intermodal

Total revenue (excluding intersegment transactions) divided by load count

Gross Margin Percentage

Logistics

Logistics gross margin (revenue, excluding intersegment transactions, less purchased transportation expense, excluding intersegment transactions) as a percentage of logistics revenue, excluding intersegment transactions

Average Containers

Intermodal

Average containers in operation during the period

GAAP Operating Ratio

Truckload,
LTL, Logistics, Intermodal

Measures operating efficiency and is widely used in our industry as an assessment of management's effectiveness in controlling all categories of operating expenses. Calculated as operating expenses as a percentage of total revenue, or the inverse of operating margin.

Non-GAAP Adjusted Operating Ratio

Truckload,
LTL, Logistics, Intermodal

Measures operating efficiency and is widely used in our industry as an assessment of management's effectiveness in controlling all categories of operating expenses. Consolidated and segment Adjusted Operating Ratios are reconciled to their corresponding GAAP operating ratios under "Non-GAAP Financial Measures," below.

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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, expedited, flatbed, and cross-border service operations across our brands. Generally, we are paid a predetermined rate per mile or per load for our truckload services. Additional revenues are generated by charging for tractor and trailer detention, loading and unloading activities, dedicated services, and other specialized services, as well as through the collection of fuel surcharge revenue to mitigate the impact of increases in the cost of fuel. The main factors that affect the revenue generated by our Truckload segment are rate per mile from our customers, the percentage of miles for which we are compensated, and the number of loaded miles we generate with our equipment.

The most significant expenses in the Truckload segment are primarily variable and include fuel and fuel taxes, driving associate-related expenses (such as wages, benefits, training, and recruitment), and costs associated with independent contractors primarily included in "Purchased transportation" in the condensed consolidated statements of comprehensive income. Maintenance expense (which includes costs for replacement tires for our revenue equipment) and insurance and claims expenses have both fixed and variable components. These expenses generally vary with the miles we travel but also have a controllable component based on safety, fleet age, efficiency, and other factors. The main fixed costs in the Truckload segment are depreciation and rent expense from tractors, trailers, and terminals, as well as compensating our non-driver employees.


	Quarter Ended September 30,						Year-to-Date September 30,						QTD 2025 vs.		YTD 2025 vs.
	2025			2024			2025			2024			QTD 2024		YTD 2024
	(Dollars in thousands, except per tractor data)												Increase (Decrease)



Total revenue	$	1,236,634		$	1,258,156		$	3,643,220		$	3,785,408		(1.7	%)	(3.8	%)
Revenue, excluding fuel surcharge and intersegment transactions	$	1,084,363		$	1,107,461		$	3,205,746		$	3,304,302		(2.1	%)	(3.0	%)
GAAP: Operating income	$	35,901		$	45,356		$	125,921		$	91,986		(20.8	%)	36.9	%
Non-GAAP: Adjusted Operating Income 1	$	41,227		$	48,505		$	146,116		$	108,775		(15.0	%)	34.3	%
Average revenue per tractor 2	$	50,864		$	48,543		$	149,014		$	143,753		4.8	%	3.7	%
GAAP: Operating ratio 2	97.1		%	96.4		%	96.5		%	97.6		%	70	bps	(110	bps)
Non-GAAP: Adjusted Operating Ratio 1 2	96.2		%	95.6		%	95.4		%	96.7		%	60	bps	(130	bps)
Non-paid empty miles percentage 2	13.8		%	14.1		%	14.0		%	14.1		%	(30	bps)	(10	bps)
Average length of haul (miles) 2	368			378			370			386			(2.6	%)	(4.1	%)
Total miles per tractor 2	21,337			20,469			62,697			60,870			4.2	%	3.0	%
Average tractors 2 3	21,319			22,814			21,513			22,986			(6.6	%)	(6.4	%)
Average trailers 2 4	89,366			90,935			89,672			92,642			(1.7	%)	(3.2	%)

1 Refer to "Non-GAAP Financial Measures" below.

2 Defined under "Operating Statistics," above.

3 Includes 19,265 and 20,688 average company-owned tractors for the third quarter of 2025 and 2024, respectively. Includes 19,474 and 20,838 average company-owned tractors for the year-to-date periods September 30, 2025 and 2024, respectively.

4 Our average trailers includes 9,965 and 8,510 trailers related to leasing activities recorded within our All Other Segments for the quarters ended September 30, 2025 and 2024, respectively. Our average trailers includes 9,862 and 8,718 trailers related to leasing activities recorded within our All Other Segments for the year-to-date periods September 30, 2025 and 2024, respectively.

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

Comparison Between the Quarters Ended September 30, 2025 and 2024 — Truckload segment revenue, excluding fuel surcharge and intersegment transactions, declined 2.1% year-over-year, driven by a 2.3% decrease in loaded miles. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, was stable year-over-year and sequentially recovered part of the dip seen in the second quarter. Adjusted Operating Income declined $7.3 million year-over-year, largely as a result of $12.0 million of higher insurance and claims costs at U.S. Xpress ($0.05 negative impact to Adjusted EPS) primarily driven by settling two large U.S. Xpress accident claims from 2023, one of which occurred prior to our July 2023 acquisition and the other shortly thereafter. These accidents occurred prior to integration of U.S. Xpress' hiring, safety, and claims management practices which have since begun to produce meaningful improvements in safety metrics. The third quarter combined Adjusted Operating Ratio was 60 basis points higher year-over-year as the settlements noted above offset ongoing progress on our cost structure. Excluding U.S. Xpress, the legacy truckload brands operated at a 93.7% Adjusted Operating Ratio. Miles per tractor improved 4.2% year-over-year as a result of our efforts to drive productivity and reduce underutilized assets. We continue to make tangible progress improving our cost structure to position our business to generate meaningful returns as market conditions recover.

Comparison Between Year-to-Date September 30, 2025 and 2024 — Truckload segment revenue, excluding fuel surcharge and intersegment transactions declined 3.0% year-over-year, driven by a 3.5% decrease in loaded miles. Adjusted Operating Ratio improved 130 basis points during the year-to-date period ended September 30, 2025, to 95.4%, reflecting improvements of 90 basis points for U.S. Xpress and 140 basis points for our legacy trucking businesses. Miles per tractor improved 3.0% year-over-year as a result of our efforts to drive productivity and reduce underutilized assets. Our cost-reduction efforts led to a 0.4% year-over-year reduction in our Adjusted Operating Expenses per mile.

LTL Segment

Our LTL segment provides super-regional direct service and serves our customers' national transportation needs by utilizing key partner carriers for coverage areas outside of our network. We primarily generate revenue by transporting freight for our customers through our core LTL services.

Our revenues are impacted by shipment volume and tonnage levels that flow through our network. Additional revenues are generated through fuel surcharges and accessorial services provided during transit from shipment origin to destination. We focus on the following multiple revenue generation factors when reviewing revenue yield: revenue per hundredweight, revenue per shipment, weight per shipment, and length of haul. Fluctuations within each of these metrics are analyzed when determining the revenue quality of our customers' shipment density.

Our most significant expenses are related to direct costs associated with the transportation of our freight moves including direct salary, wage and benefit costs, fuel expense, and depreciation expense associated with revenue equipment costs. Other expenses associated with revenue generation that can fluctuate and impact operating results are insurance and claims expense, as well as maintenance costs of our revenue equipment. These expenses can be influenced by multiple factors including our safety performance, equipment age, and other factors. A key component to lowering our operating costs is labor efficiency within our network. We continue to focus on technological advances to improve the customer experience and reduce our operating costs.

We are also excited to share that we are adopting the strong and historically significant AAA Cooper brand across our entire LTL business. The consolidated branding recognizes that we are already one business, operating seamlessly on one system through one network to present a cohesive solution to our customers, while simplifying administration and communication. We are pleased with the growth of our LTL business and continue to focus on building out our network and improving margins.

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


	Quarter Ended September 30,						Year-to-Date September 30,						QTD 2025 vs.		YTD 2025 vs.
	2025			2024			2025			2024			QTD 2024		YTD 2024
	(Dollars in thousands, except per tractor data)												Increase (Decrease)



Total revenue	$	394,501		$	325,412		$	1,133,756		$	914,012		21.2	%	24.0	%
Revenue, excluding fuel surcharge	$	340,489		$	280,181		$	983,473		$	784,266		21.5	%	25.4	%
GAAP: Operating (loss) income	$	(1,693)		$	24,556		$	29,334		$	77,892		(106.9	%)	(62.3	%)
Non-GAAP: Adjusted Operating Income 1	$	32,056		$	29,119		$	73,130		$	90,295		10.1	%	(19.0	%)
GAAP: Operating ratio 2	100.4		%	92.5		%	97.4		%	91.5		%	790	bps	590	bps
Non-GAAP: Adjusted Operating Ratio 1 2	90.6		%	89.6		%	92.6		%	88.5		%	100	bps	410	bps
LTL shipments per day 2	25,028			21,907			24,437			20,397			14.2	%	19.8	%
LTL weight per shipment 2	1,005

Knight-Swift Transportation Holdings Inc. 10-Q