Transactions, Strategic Initiatives and Other Costs, Net

3 Months Ended

Mar. 31, 2026

Acquisition, Litigation and Other Special Charges [Abstract]

Transactions, Strategic Initiatives and Other Costs, Net

The components of the charges and credits included in “Transactions, strategic initiatives and other costs, net” in our Condensed Consolidated Statements of Operations are as follows:


	Three Months Ended March 31,
			2026		2025
Transactions, strategic initiatives and other costs, net		(In thousands)
Severance and other compensation costs(2)			$	5,443	$	1,556
Acquisition and transaction related costs			3,987		2,817

Orion Related Costs:
Transformation related costs (non-capitalizable costs)(1)(2)			3,792		8,719
Oracle related costs (non-capitalizable costs)(1)(2)			2,144		2,777
Total Orion related costs			5,936		11,496

Held for sale, closed, and idled site costs, net, excluding severance
Lease termination fees			—		4,957
Other costs, net			3,809		2,658
Total held for sale, closed, and idled sites, net, excluding severance			3,809		7,615

Cyber incident related costs, net of insurance recoveries			94		1,668
Other, net(2)			1,176		262
Total Transactions, strategic initiatives and other costs, net			$	20,445	$	25,414

(1)Beginning with the year ended December 31, 2025, the Company has begun presenting Orion related non-capitalizable costs separately within the table above.

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

Severance and other compensation costs represent certain contractual and negotiated severance and separation costs from former executives who have exited the Company (excluding charges in the normal course of retirement), costs associated with reorganizations, reductions in headcount due to synergies achieved through acquisitions or operational efficiencies, reductions in workforce costs associated with exiting or selling non-strategic warehouses or businesses, and non-routine stock based compensation expense associated with certain employee awards.

Acquisition and transaction related costs include costs associated with any potential acquisition and joint venture activity, whether consummated or not, such as advisory, legal, accounting, valuation, and other professional or consulting fees. These include costs associated with the Massillon and Houston warehouse acquisitions during the three months ended March 31, 2026 and 2025, respectively, which are further described in Note 2 - Asset Acquisitions and Business Combinations to these Condensed Consolidated Financial Statements. We also include integration costs pre- and post-acquisition that reflect work being performed to facilitate acquisition integration, such as work associated with information systems and other projects, including spending to support future acquisitions, which primarily consists of professional services. We consider acquisition-related costs to be corporate costs regardless of the segment or segments involved in the transaction.

Orion: Transformation related costs (non-capitalizable costs) represent the non-capitalizable portion of various transformation-related projects, including but not limited to various artificial intelligence and market expansion initiatives.

Orion: Oracle related costs (non-capitalizable costs) represent the non-capitalizable portion of charges related to the implementation of the Company’s new cloud-based ERP system, Oracle, and related applications. The Company deployed Project Orion (Oracle-related) in North America and Asia Pacific during the second quarter of 2024 and is in the implementation process for its European operations.

Held for sale, closed, and idled site costs, net, excluding severance include expenses incurred to wind down operations at sites held for sale, closed, sold, or idled within our warehouse and transportation related operations. Such costs include lease termination fees, fixed operating costs, and asset retirement obligations, but exclude any reduction in workforce or severance related costs associated with the exit of these operations, as those expenses are included within Severance and other compensation costs.

Cyber incident related costs, net of insurance recoveries, represent incremental legal and other costs associated with cybersecurity incidents that occurred in November 2020 and April 2023, net of business interruption insurance proceeds received. For further information regarding these cyber incidents, refer to our 2025 Annual Report on Form 10-K.

Other, net includes consulting fees for strategic projects and other miscellaneous non-routine costs.