Acquisition, Cyber Incident, and Other, Net

9 Months Ended

Sep. 30, 2025

Acquisition, Litigation and Other Special Charges [Abstract]

Acquisition, Cyber Incident, and Other, Net

The components of the charges and credits included in “Acquisition, cyber incident, and other, net” in our Condensed Consolidated Statements of Operations are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024(1)		2025		2024(1)
Acquisition, cyber incident, and other, net	(In thousands)
Project Orion expenses	$	11,890	$	21,595	$	35,749	$	41,393
Other, net	8,295		927		14,756		94
Closed site costs, excluding severance	4,864		(61)		15,849		1,683
Severance costs	2,112		1,453		3,972		4,573
Cyber incident related costs, net of insurance recoveries	1,061		739		3,191		(7,430)
Acquisition and integration related costs	830		1,361		4,175		3,712
Total acquisition, cyber incident, and other, net	$	29,052	$	26,014	$	77,692	$	44,025

(1) Certain prior period amounts have been reclassified to conform to the current period presentation.

Project Orion expenses represent the non-capitalizable portion of our Project Orion costs. Project Orion is an investment in and transformation of our technology systems, business processes and customer solutions. The first phase of the project was deployed during the three months ended June 30, 2024. Refer to Note 1 - General to these Condensed Consolidated Financial Statements for further details.

Other, net includes non-routine stock compensation expense associated with certain employee awards, costs and settlements related to litigation, certain software implementation expenses and professional and consulting fees for strategic projects.

Closed site costs include expenses incurred to wind down operations at closed or sold facilities within our warehouse and transportation related operations. Such costs include lease termination fees, fixed operating costs, asset retirement obligations, and other exit-related expenses. These amounts do not include any reduction in workforce or other severance costs related to the exit of these operations as those expenses are included within Severance costs as described below.

Severance costs represent certain contractual and negotiated severance and separation costs from exited former executives (excluding charges in the normal course of retirement), reorganizations, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies and reduction in workforce costs associated with exiting or selling non-strategic warehouses or businesses.

Cyber incident related costs, net of insurance recoveries, represents incremental legal and other costs associated with cybersecurity incidents that occurred in November 2020 and April 2023, net of the receipt of business interruption insurance proceeds. For further information regarding these cyber incidents, refer to our 2024 Annual Report on Form 10-K.

Acquisition and integration related costs include costs associated with business acquisitions, including insignificant transaction related costs associated with the Houston acquisition, which is further described in Note 2 - Business Combinations to these Condensed Consolidated Financial Statements, whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees. We also include

integration costs pre- and post-acquisition, that reflect work being performed to facilitate merger and acquisition integration, such as work associated with information systems and other projects including spending to support future acquisitions, and primarily consist of professional services. We consider acquisition related costs to be corporate costs regardless of the segment or segments involved in the transaction.