Financial Analysis

"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 management's 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 the Company's 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. The Company's financial position, cash flows or results of operations could be materially affected in any particular period by future claims or the adverse development or ultimate resolution of one or more of these contingencies. The Company has made …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt and Financing The Company's long-term debt consisted of the following: June 30, 2026 December 31, 2025 (In thousands) 2025 Term Loan A-1, due July 8, 2030, net 1 2 3 224,374 698,136 2025 Term Loan A-2, due January 8, 2027, net 1 3 299,369 Revenue equipment installment notes 1 4 70,777 106,619 Prudential Notes, net 1 3,056 8,121 Other 5,271 5,770 Total long-term debt, including current portion 303,478 1,118,015 Less: current portion of long-term debt (72,053) (90,222) Long-term debt, less current portion $ 231,425 $ 1,027,793 June 30, 2026 December 31, 2025 (In thousands) Total long-term debt, including current portion $ 303,478 $ 1,118,015 2025 Revolver, due July 8, 2030 1 5 626,000 Long-term debt, including revolving line of credit $ 303,478 $ 1,744,015 1 Refer to Note 12 for information regarding the fair value of debt. 2 As of June 30, 2026, the carrying amount of the 2025 Term Loan A-1 was net of $0.6 million in deferred loan costs. 3 As of December 31, 2025, the carrying amounts of the 2025 Term Loan A-1 and 2025 Term Loan A-2 were net of $1.9 million and $0.6 million in deferred loan costs, respectively. 4 The revenue equipment installment loans were assumed at the close of the U.S. Xpress Acquisition and have a weighted average interest rate of 5.56% and 5.19% as of June 30, 2026 and December 31, 2025, respectively. 5 The Company also had outstanding letters of credit of $14.7 million and $18.3 million under the 2025 Revolver, primarily related to workers' compens …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

"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: June 30, 2026 December 31, 2025 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 $ 113,515 $ 113,515 $ 112,042 $ 112,042 Financial Liabilities: 2025 Term Loan A-1, due July 8, 2030 1 2 3 Long-term debt less current portion 224,374 225,000 698,136 700,000 2025 Term Loan A-2, due January 8, 2027 1 3 Finance lease liabilities and long-term debt current portion, Long-term debt less current portion 299,369 300,000 2031 Notes, due November 15, 2031 1 4 Convertible senior notes 1,465,833 1,749,240 2025 Revolver, due July 8, 2030 Revolving line of credit 626,000 626,000 Revenue equipment installment notes 5 Finance lease liabilities and long-term debt current portion, Long-term debt less current portion 70,777 70,777 106,619 106,619 2021 Prudential Notes 1 6 Finance lease liabilities and long-term debt current portion, Long-term debt less current portion 3,056 3,056 8,121 8,121 Mandatorily redeemable contingent consideration 7 Other long-term liabilities 159,400 159,400 132,287 132,287 Contingent consideration 7 Other long-term liabilities 900 900 5,203 5,203 1 Level 2 inputs used to estimate the fair value. 2 As of June 30, 2026, the carrying amount of the 2025 Ter …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes Effective Tax Rate The effective tax rates for the quarters ended June 30, 2026 and June 30, 2025 were 34.1% and 29.2%, respectively. The effective tax rates for the year-to-date periods ended June 30, 2026 and 2025 were 34.8% and 27.5%, respectively. The current quarter effective tax rate was primarily impacted by an increase in pre-tax income and additional tax expense associated with the mark-to-market adjustment of the U.S. Xpress purchase price obligation. 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 June 30, 2026 and December 31, 2025, the Company has $12.0 million and $11.9 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 June 30, 2026 and December 31, 2025. Tax Examinations Certain of the Company's subsidiaries are currently under examination by various state jurisdictions for tax years ranging from 2022 to 2024. At the completion of these examinations, m …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"Related Party Transactions Quarter Ended June 30, Year-to-Date June 30, 2026 2025 2026 2025 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 $ 396 $ 172 $ 252 $ 97 $ 704 $ 329 $ 475 $ 254 Other Services 9 9 18 17 June 30, 2026 December 31, 2025 Receivable Payable Receivable Payable (In thousands) Certain affiliates 1 $ $ 84 $ $ 81 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." …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Financial Information by Segment and Geography Segment Information Quarter Ended June 30, 2026 Operating income (loss) by segment: Truckload LTL Logistics Intermodal All Other Segments Eliminations Total (In thousands) Total revenue $ 1,347,343 $ 420,148 $ 139,696 $ 113,388 $ 105,564 $ (30,427) $ 2,095,712 Less 1 : Salaries, wages, and benefits $ 431,366 $ 225,261 $ 6,623 $ 16,360 $ 89,894 $ (691) $ 768,813 Fuel 250,290 49,518 6,961 592 307,361 Operations and maintenance 2 123,035 28,664 4,169 6,272 (19,455) (6,247) 136,438 Insurance and claims 79,356 17,339 841 1,114 1,550 (36) 100,164 Depreciation and amortization of property and equipment 135,830 21,856 444 6,206 13,825 178,161 Purchased transportation 131,948 9,149 117,533 69,976 4,487 (10,946) 322,147 Other segment items 2 3 106,373 46,702 6,259 5,846 25,104 (12,507) 177,777 Total operating expense $ 1,258,198 $ 398,489 $ 135,869 $ 112,735 $ 115,997 $ (30,427) $ 1,990,861 Operating income (loss) $ 89,145 $ 21,659 $ 3,827 $ 653 $ (10,433) $ $ 104,851 Operating ratio 93.4% 94.8% 97.3% 99.4% 109.9% 100.0% 95.0% Quarter Ended June 30, 2025 Operating income (loss) by segment: Truckload LTL Logistics Intermodal All Other Segments Eliminations Total (In thousands) Total revenue $ 1,214,036 $ 386,854 $ 128,298 $ 84,065 $ 74,446 $ (25,759) $ 1,861,940 Less 1 : Salaries, wages, and benefits $ 447,036 $ 217,698 $ 6,779 $ 14,467 $ 69,202 $ (600) $ 754,582 Fuel 169,711 29,495 3,864 496 203,566 Operations and maintenance 2 126,033 27, …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"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 June 30, 2026 and 2025. no As of June 30, 2026 and December 31, 2025, the Company had $200.0 million remaining under the 2022 Knight-Swift Share Repurchase Plan."

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