EX-99.3


TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(UNAUDITED)


(in thousands of U.S. dollars)		As at			As at
	Note	June 30, 2025			December 31, 2024*
Assets
Cash and cash equivalents			27,938			-
Trade and other receivables			931,783			927,654
Inventoried supplies			17,385			17,962
Current taxes recoverable			18,050			11,996
Prepaid expenses			79,577			65,810
Assets held for sale			8,905			13,627
Current assets			1,083,638			1,037,049

Property and equipment	7		2,860,368			2,891,087
Right-of-use assets	8		529,171			536,748
Intangible assets	9		2,680,695			2,642,933
Investments	10		25,526			22,097
Other assets			21,123			22,188
Deferred tax assets			8,938			13,724
Non-current assets			6,125,821			6,128,777
Total assets			7,209,459			7,165,826

Liabilities
Bank indebtedness			-			6,777
Trade and other payables			682,554			639,190
Current taxes payable			926			11,995
Provisions	14		92,132			99,540
Other financial liabilities			14,454			15,220
Long-term debt	11		86,418			93,453
Lease liabilities	12		157,257			152,449
Current liabilities			1,033,741			1,018,624

Long-term debt	11		2,363,431			2,309,428
Lease liabilities	12		414,065			421,213
Employee benefits			66,895			70,456
Provisions	14		153,301			159,936
Other financial liabilities			2,652			4,466
Deferred tax liabilities			497,755			508,428
Non-current liabilities			3,498,099			3,473,927
Total liabilities			4,531,840			4,492,551

Equity
Share capital	15		1,133,287			1,135,500
Contributed surplus	15, 17		24,921			30,971
Accumulated other comprehensive loss			(257,388	)		(331,903	)
Retained earnings			1,776,799			1,838,707
Total equity			2,677,619			2,673,275

Contingencies, letters of credit and other commitments	21
Subsequent events	22
Total liabilities and equity			7,209,459			7,165,826

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c))

The notes on pages 6 to 24 are an integral part of these condensed consolidated interim financial statements.


TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


(In thousands of U.S. dollars, except per share amounts)		Three months			Three months			Six months			Six months
		ended			ended			ended			ended
	Note	June 30, 2025			June 30, 2024*			June 30, 2025			June 30, 2024*

Revenue			1,794,001			1,961,120			3,508,494			3,572,621
Fuel surcharge			243,620			303,425			493,514			562,739
Total revenue			2,037,621			2,264,545			4,002,008			4,135,360

Materials and services expenses	18		997,347			1,109,153			1,986,347			2,047,961
Personnel expenses			617,910			675,781			1,225,355			1,238,361
Other operating expenses			99,350			119,873			211,660			224,731
Depreciation of property and equipment	7		90,584			87,482			178,475			151,973
Depreciation of right-of-use assets	8		43,898			45,758			85,825			81,060
Amortization of intangible assets	9		21,928			21,418			43,403			38,634
Gain on sale of rolling stock and equipment			(3,592	)		(647	)		(6,849	)		(4,458	)
Loss (gain) on derecognition of right-of-use assets			30			11			(43	)		41
Loss (gain), net of impairment, on sale of assets
held for sale			1			(281	)		(6,973	)		(496	)
Total operating expenses			1,867,456			2,058,548			3,717,200			3,777,807

Operating income			170,165			205,997			284,808			357,553

Finance (income) costs
Finance income	19		(989	)		(1,072	)		(972	)		(6,224	)
Finance costs	19		40,613			48,485			80,905			80,966
Net finance costs			39,624			47,413			79,933			74,742

Income before income tax			130,541			158,584			204,875			282,811
Income tax expense	20		32,361			42,933			50,663			74,313

Net income			98,180			115,651			154,212			208,498

Earnings per share
Basic earnings per share	16		1.18			1.37			1.84			2.47
Diluted earnings per share	16		1.17			1.36			1.83			2.45

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c))

The notes on pages 6 to 24 are an integral part of these condensed consolidated interim financial statements.


TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


(In thousands of U.S. dollars)	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30, 2025			June 30, 2024*			June 30, 2025			June 30, 2024*

Net income		98,180			115,651			154,212			208,498

Other comprehensive income (loss)
Items that may be reclassified to income or loss in future periods:
Foreign currency translation differences		(5,769	)		481			(6,607	)		1,084
Net investment hedge, net of tax		72,038			(16,014	)		83,059			(52,100	)
Items directly reclassified to retained earnings:
Unrealized gain (loss) on investments in equity securities
measured at fair value through OCI, net of tax		673			(1,698	)		(1,937	)		(9,214	)
Other comprehensive income (loss), net of tax		66,942			(17,231	)		74,515			(60,230	)

Total comprehensive income		165,122			98,420			228,727			148,268

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c))

The notes on pages 6 to 24 are an integral part of these condensed consolidated interim financial statements.


TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
	PERIODS ended JUNE 30, 2025 and 2024 (UNAUDITED)


(In thousands of U.S. dollars)								Accumulated			Accumulated
								foreign			unrealized						Total
								currency			gain (loss)						equity
								translation			on invest-						attributable
								differences			ments in						to owners
		Share			Contributed			& net invest-			equity			Retained			of the
	Note	capital			surplus			ment hedge			securities			earnings			Company

Balance as at December 31, 2024			1,135,500			30,971			(330,710	)		(1,193	)		1,838,707			2,673,275

Net income			-			-			-			-			154,212			154,212
Other comprehensive income (loss), net of tax			-			-			76,452			(1,937	)		-			74,515
Total comprehensive income (loss)			-			-			76,452			(1,937	)		154,212			228,727

Share-based payment transactions, net of tax	17		-			6,865			-			-			-			6,865
Stock options exercised, net of tax	15, 17		5,482			(829	)		-			-			-			4,653
Dividends to owners of the Company	15		-			-			-			-			(74,862	)		(74,862	)
Repurchase of own shares	15		(17,036	)		-			-			-			(126,897	)		(143,933	)
Net settlement of restricted share units
and performance share units, net of tax	15, 17		9,341			(12,086	)		-			-			(14,361	)		(17,106	)
Total transactions with owners, recorded directly in equity			(2,213	)		(6,050	)		-			-			(216,120	)		(224,383	)

Balance as at June 30, 2025			1,133,287			24,921			(254,258	)		(3,130	)		1,776,799			2,677,619

Balance as at December 31, 2023			1,107,290			37,684			(200,296	)		(243	)		1,646,975			2,591,410

Net income*			-			-			-			-			208,498			208,498
Other comprehensive loss, net of tax			-			-			(51,016	)		(9,214	)		-			(60,230	)
Realized loss on equity securities, net of tax			-			-			-			8,231			(8,231	)		-
Total comprehensive (loss) income*			-			-			(51,016	)		(983	)		200,267			148,268

Share-based payment transactions, net of tax	17		-			7,831			-			-			-			7,831
Stock options exercised, net of tax	15, 17		12,998			(2,269	)		-			-			-			10,729
Dividends to owners of the Company	15		-			-			-			-			(67,665	)		(67,665	)
Repurchase of own shares	15		(2,761	)		-			-			-			(31,418	)		(34,179	)
Net settlement of restricted share units
and performance share units, net of tax	15, 17		17,630			(16,287	)		-			-			(30,135	)		(28,792	)
Total transactions with owners, recorded directly in equity			27,867			(10,725	)		-			-			(129,218	)		(112,076	)

Balance as at June 30, 2024*			1,135,157			26,959			(251,312	)		(1,226	)		1,718,024			2,627,602

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c))

The notes on pages 6 to 24 are an integral part of these condensed consolidated interim financial statements.


TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	(UNDAUDITED)


(In thousands of U.S. dollars)			Three months			Three months			Six months			Six months
			ended			ended			ended			ended
	Note		June 30, 2025			June 30, 2024*			June 30, 2025			June 30, 2024*

Cash flows from operating activities
Net income				98,180			115,651			154,212			208,498
Adjustments for:
Depreciation of property and equipment		7		90,584			87,482			178,475			151,973
Depreciation of right-of-use assets		8		43,898			45,758			85,825			81,060
Amortization of intangible assets		9		21,928			21,418			43,403			38,634
Share-based payment transactions		17		4,112			3,215			7,257			6,003
Net finance costs		19		39,624			47,413			79,933			74,742
Income tax expense		20		32,361			42,933			50,663			74,313
Gain on sale of property and equipment				(3,592	)		(647	)		(6,849	)		(4,458	)
Loss (gain) on derecognition of right-of-use assets				30			11			(43	)		41
Loss (gain), net of impairment, on sale of assets held for sale				1			(281	)		(6,973	)		(496	)
Employee benefits				(2,225	)		10,484			(5,619	)		21,133
Provisions, net of payments				(14,881	)		2,048			(14,854	)		5,143
Net change in non-cash operating working capital		6		35,614			(25,773	)		37,680			(60,767	)
Interest paid				(39,914	)		(43,016	)		(79,015	)		(68,915	)
Income tax paid				(59,040	)		(58,154	)		(83,857	)		(77,673	)
Net cash from operating activities				246,680			248,542			440,238			449,231

Cash flows used in investing activities
Purchases of property and equipment		7		(83,820	)		(118,861	)		(118,331	)		(196,400	)
Proceeds from sale of property and equipment				14,550			19,553			30,337			32,323
Proceeds from sale of assets held for sale				4,935			2,193			21,829			3,436
Purchases of intangible assets		9		(1,135	)		(3,894	)		(7,334	)		(4,356	)
Business combinations, net of cash acquired		5		(38,639	)		(805,260	)		(36,392	)		(914,221	)
Purchases of investments				-			-			(4,755	)		-
Proceeds from sale of investments				-			-			-			19,068
Others				(2,110	)		(1,223	)		(1,249	)		(321	)
Net cash used in investing activities				(106,219	)		(907,492	)		(115,895	)		(1,060,471	)

Cash flows (used in) from financing activities
Net decrease in bank indebtedness				-			-			(6,777	)		-
Proceeds from long-term debt		11		217,438			-			217,438			500,000
Repayment of long-term debt		11		(79,199	)		(29,998	)		(127,791	)		(38,195	)
Net (decrease) increase in revolving facilities		11		(103,650	)		(83,838	)		(60,420	)		32,096
Repayment of lease liabilities		12		(41,164	)		(44,730	)		(82,034	)		(79,306	)
Decrease of other financial liabilities				(128	)		(295	)		(5,774	)		(3,145	)
Dividends paid				(38,815	)		(33,272	)		(77,005	)		(66,904	)
Repurchase of own shares		15		(84,865	)		(34,179	)		(141,037	)		(34,179	)
Proceeds from exercise of stock options		15		2,223			8,028			4,653			10,729
Share repurchase for settlement of restricted share
units and performance share units				(83	)		(1,070	)		(16,857	)		(28,792	)
Net cash (used in) from financing activities				(128,243	)		(219,354	)		(295,604	)		292,304

Net change in cash and cash equivalents				12,218			(878,304	)		28,739			(318,936	)
Cash and cash equivalents, beginning of period				16,433			902,372			-			335,556
Effect of movements in exchange rates on
cash and cash equivalents				(713	)		2,538			(801	)		9,986
Cash and cash equivalents, end of period				27,938			26,606			27,938			26,606

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c))

The notes on pages 6 to 24 are an integral part of these condensed consolidated interim financial statements.

Reporting entity

TFI International Inc. (the “Company”) is incorporated under the Canada Business Corporations Act, and is a company domiciled in Canada. The address of the Company’s registered office is 8801 Trans-Canada Highway, Suite 500, Montreal, Quebec, H4S 1Z6.

The condensed consolidated interim financial statements of the Company as at and for the three and six months ended June 30, 2025 and 2024 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”).

The Group is involved in the provision of transportation and logistics services across the United States, Canada and Mexico.

Basis of preparation

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting of International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the most recent annual consolidated financial statements of the Group.

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on July 28, 2025.

Basis of measurement

These condensed consolidated interim financial statements have been prepared on the historical cost basis except for the following material items in the statements of financial position:

•

investment in equity securities, derivative financial instruments and contingent considerations are measured at fair value;

•

liabilities for cash-settled share-based payment arrangements are measured at fair value in accordance with IFRS 2;

•

the defined benefit pension plan liability is recognized as the net total of the present value of the defined benefit obligation less the fair value of the plan assets; and

•

assets and liabilities acquired in business combinations are measured at fair value at acquisition date.

These condensed consolidated interim financial statements are expressed in U.S. dollars, except where otherwise indicated.

Seasonality of interim operations

The activities conducted by the Group are subject to general demand for freight transportation. Historically, demand has been relatively stable with the first quarter being generally the weakest in terms of demand. Furthermore, during the winter months, fuel consumption and maintenance costs tend to rise. Consequently, the results of operations for the interim period are not necessarily indicative of the results of operations for the full year.

Functional and presentation currency

The Company’s condensed consolidated interim financial statements are presented in U.S. dollars (“U.S. dollars” or “USD”).

The Company’s functional currency is the Canadian dollar (“CAD” or “CDN$”). Translation gains and losses from the application of the U.S. dollar as the presentation currency while the Canadian dollar is the functional currency are included as part of the accumulated foreign currency translation differences and net investment hedge.

All financial information presented in U.S. dollars has been rounded to the nearest thousand.

Use of estimates and judgments

The preparation of the accompanying financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, the disclosures about contingent assets and liabilities, and the reported amounts of revenues and expenses. Such estimates include the valuation of goodwill and intangible assets, the measurement of identified assets and liabilities acquired in business combinations, income tax provisions, defined benefit obligation and the self-insurance and other provisions and contingencies. These estimates and assumptions are based on management’s best estimates and judgments.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. Actual results could differ from these estimates. Changes in those estimates and assumptions resulting from changes in the economic environment will be reflected in the financial statements of future periods.

In preparing these condensed consolidated interim financial statements, the significant judgments made by management applying the Group’s accounting policies and the key sources of estimation uncertainty are the same as those applied and described in the Group’s 2024 annual consolidated financial statements.

Material accounting policies

The accounting policies described in the Group’s 2024 annual consolidated financial statements have been applied consistently to all periods presented in these condensed consolidated interim financial statements, unless otherwise indicated below. The accounting policies have been applied consistently by Group entities.

New standards and interpretations not yet adopted

The following new standards are not yet effective, and have not been applied in preparing these condensed consolidated interim financial statements:

Presentation and Disclosure in Financial Statements – IFRS 18

On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted.

The new Accounting Standard introduces significant changes to the structure of a company’s income statement, more discipline and transparency in presentation of management's own performance measures (commonly referred to as non-GAAP measures) and less aggregation of items into large, single numbers. The main impacts of the new Accounting Standard include:

•

introducing a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company’s main business activities (i.e. operating, investing and financing);

•

requiring disclosure about management performance measures (MPMs); and

•

adding new principles for aggregation and disaggregation of information

The extent of the impact of adoption of the amendments has not yet been determined.

Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, which are effective for annual reporting periods beginning on or after 1 January 2026. Earlier application is permitted.

The amendment introduces an accounting policy choice for the derecognition of financial liabilities settled via electronic payment systems. Under the amendment, an entity may elect to derecognise a financial liability before the cash is delivered, provided that:

•

No practical ability to withdraw, stop or cancel the payment instruction;

•

No practical ability to access the cash to be used for settlement as a result of the payment instruction;

•

The settlement risk associated with the electronic payment system is insignificant.

The extent of the impact of adoption of the amendments has not yet been determined.

Segment reporting

The Group operates within the transportation and logistics industry in the United States, Canada and Mexico in different reportable segments, as described below. The reportable segments are managed independently as they require different technology and capital resources. For each of the operating segments, the Group’s CEO reviews internal management reports.

The following summary describes the operations in each of the Group’s reportable segments:



Less-Than-Truckload (a):	Pickup, consolidation, transport and delivery of smaller loads.
Truckload (b):	Full loads carried directly from the customer to the destination using a closed van or specialized equipment to meet customers’ specific needs. Includes expedited transportation, flatbed, tank, container and dedicated services.
Logistics:	Asset-light logistics services, including brokerage, freight forwarding and transportation management, as well as small package parcel delivery.

(a)

The Less-Than-Truckload reporting segment represents the aggregation of the Canadian Less-Than-Truckload, U.S. Less-Than-Truckload and Package and Courier operating segments. The aggregation of the segment was analyzed using management’s judgment in accordance with IFRS 8. The operating segments were determined to be similar, amongst others, with respect to the nature of services offered and the methods used to distribute their services. Additionally, they have similar economic characteristics with respect to long-term expected gross margin, levels of capital invested and market place trends.

(b)

The Truckload reporting segment represents the aggregation of the Canadian Conventional Truckload and Specialized Truckload operating segments. The aggregation of the segment was analyzed using management’s judgment in accordance with IFRS 8. The operating segments were determined to be similar, amongst others, with respect to the nature of services offered and the methods used to distribute their services. Additionally, they have similar economic characteristics with respect to long-term expected gross margin, levels of capital invested and market place trends.

Information regarding the results of each reportable segment is included below. Performance is measured based on segment operating income or loss. This measure is included in the internal management reports that are reviewed by the Group’s CEO and refers to “Operating income” in the consolidated statements of income. Segment operating income or loss is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.


	Less-
	Than-
	Truckload			Truckload		Logistics		Corporate			Eliminations			Total
Three months ended June 30, 2025
Revenue(1)		703,698			712,283		393,110		-			(15,090	)		1,794,001
Fuel surcharge(1)		134,531			91,189		20,704		-			(2,804	)		243,620
Total revenue(1)		838,229			803,472		413,814		-			(17,894	)		2,037,621
Operating income (loss)		73,560			70,565		37,728		(11,688	)		-			170,165
Selected items:
Materials and services expenses		342,039			409,679		273,610		(10,087	)		(17,894	)		997,347
Personnel expenses		325,369			211,429		62,382		18,730			-			617,910
Other operating expenses		45,783			26,456		24,403		2,708			-			99,350
Depreciation and
amortization		51,336			89,035		15,702		337			-			156,410
(Loss) gain, net of
impairment on sale of
assets held for sale		(126	)		125		-		-			-			(1	)
Intangible assets		413,271			1,536,573		728,542		2,309			-			2,680,695
Total assets		2,567,878			3,441,925		1,095,475		104,181			-			7,209,459
Total liabilities		765,621			827,059		343,281		2,596,002			(123	)		4,531,840
Additions to property
and equipment		26,072			52,884		4,735		129			-			83,820

Three months ended June 30, 2024
Revenue(1)		794,158			737,687		442,393		-			(13,118	)		1,961,120
Fuel surcharge(1)		163,955			114,227		28,228		-			(2,985	)		303,425
Total revenue(1)		958,113			851,914		470,621		-			(16,103	)		2,264,545
Operating income (loss)(2)		109,918			81,211		50,590		(35,722	)		-			205,997
Selected items:
Materials and services expenses		390,567			432,015		312,304		(9,630	)		(16,103	)		1,109,153
Personnel expenses		346,543			227,449		67,329		34,460			-			675,781
Other operating expenses		56,305			30,775		25,482		7,311			-			119,873
Depreciation and
amortization(2)		54,557			83,993		14,908		1,200			-			154,658
Gain, net of
impairment on sale of
assets held for sale		274			7		-		-			-			281
Intangible assets(2)		422,343			1,448,895		757,713		50			-			2,629,001
Total assets(2)		2,744,072			3,467,096		1,146,768		109,042			-			7,466,978
Total liabilities		845,817			771,428		327,191		2,875,081			(123	)		4,819,394
Additions to property
and equipment		51,676			64,925		2,060		200			-			118,861

(1) Includes intersegment revenue and intersegment fuel surcharge, which are eliminated in the consolidated results and are not disclosed by reportable segment due to the non-material amounts.

(2) Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)).


	Less-
	Than-
	Truckload			Truckload			Logistics		Corporate			Eliminations			Total
Six months ended June 30, 2025
Revenue(1)		1,382,648			1,375,138			778,058		-			(27,350	)		3,508,494
Fuel surcharge(1)		271,326			186,102			41,441		-			(5,355	)		493,514
Total revenue(1)		1,653,974			1,561,240			819,499		-			(32,705	)		4,002,008
Operating income (loss)		120,683			119,343			68,961		(24,179	)		-			284,808
Selected items:
Materials and services expenses		680,798			814,527			545,924		(22,198	)		(32,704	)		1,986,347
Personnel expenses		648,909			413,632			123,737		39,077			-			1,225,355
Other operating expenses		101,338			54,512			49,371		6,439			-			211,660
Depreciation and
amortization		101,932			173,406			31,504		861			-			307,703
(Loss) gain, net of
impairment on sale of
assets held for sale		(173	)		7,146			-		-			-			6,973
Intangible assets		413,271			1,536,573			728,542		2,309			-			2,680,695
Total assets		2,567,878			3,441,925			1,095,475		104,181			-			7,209,459
Total liabilities		765,621			827,059			343,281		2,596,002			(123	)		4,531,840
Additions to property
and equipment		37,193			75,724			4,803		129			-			117,849

Six months ended June 30, 2024
Revenue(1)		1,577,678			1,135,418			884,298		-			(24,773	)		3,572,621
Fuel surcharge(1)		327,201			186,090			54,932		-			(5,484	)		562,739
Total revenue(1)		1,904,879			1,321,508			939,230		-			(30,257	)		4,135,360
Operating income (loss)(2)		194,949			122,674			90,772		(50,842	)		-			357,553
Selected items:
Materials and services expenses		793,258			670,382			628,976		(14,398	)		(30,257	)		2,047,961
Personnel expenses		693,803			356,141			138,505		49,912			-			1,238,361
Other operating expenses		116,494			45,839			50,843		11,555			-			224,731
Depreciation and
amortization(2)		107,161			132,939			30,175		1,392			-			271,667
Gain, net of
impairment on sale of
assets held for sale		487			(27	)		36		-			-			496
Intangible assets(2)		422,343			1,448,895			757,713		50			-			2,629,001
Total assets(2)		2,744,072			3,467,096			1,146,768		109,042			-			7,466,978
Total liabilities		845,817			771,428			327,191		2,875,081			(123	)		4,819,394
Additions to property
and equipment		106,562			86,697			2,788		353			-			196,400

(1) Includes intersegment revenue and intersegment fuel surcharge, which are eliminated in the consolidated results and are not disclosed by reportable segment due to the non-material amounts.

(2) Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)).

Geographical information

Revenue is attributed to geographical locations based on the origin of service’s location.


	Less-
	Than-
	Truckload		Truckload		Logistics		Eliminations			Total
Three months ended June 30, 2025
Canada		276,659		296,639		62,519		(7,878	)		627,939
United States		561,570		506,833		351,295		(10,016	)		1,409,682
Total		838,229		803,472		413,814		(17,894	)		2,037,621

Three months ended June 30, 2024
Canada		294,284		304,549		65,329		(9,331	)		654,831
United States		663,829		547,365		405,292		(6,772	)		1,609,714
Total		958,113		851,914		470,621		(16,103	)		2,264,545

Six months ended June 30, 2025
Canada		541,366		579,842		122,740		(15,859	)		1,228,089
United States		1,112,608		981,398		696,759		(16,846	)		2,773,919
Total		1,653,974		1,561,240		819,499		(32,705	)		4,002,008

Six months ended June 30, 2024
Canada		573,562		576,320		127,643		(17,507	)		1,260,018
United States		1,331,317		745,188		811,587		(12,750	)		2,875,342
Total		1,904,879		1,321,508		939,230		(30,257	)		4,135,360

Segment assets are based on the geographical location of the assets.


	As at		As at
	June 30, 2025		December 31, 2024*
Property and equipment, right-of-use assets and intangible assets
Canada		2,279,660		2,213,562
United States		3,790,574		3,857,206
		6,070,234		6,070,768

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c))

Business combinations

In line with the Group’s growth strategy, the Group acquired three businesses during 2025, which were not considered to be material. These transactions were concluded in order to add density in the Group’s current network and further expand value-added services.

During the six months ended June 30, 2025, these businesses, in aggregate, contributed revenue and net loss of $5.4 million and $0.2 million, respectively, since the acquisitions.

Had the Group acquired these businesses on January 1, 2025, as per management’s best estimates, the revenue and net income for these entities would have been $20.2 million and $0.7 million, respectively, for the six months ended June 30, 2025. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same had the acquisitions occurred on January 1, 2025 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expense based on the effective tax rate of the entity.

During the six months ended June 30, 2025, no transaction costs (2024 – $0.5 million) have been expensed in other
operating expenses in the consolidated statements of income in relation to the above-mentioned business acquisitions.

As of the reporting date, the Group had not yet completed the determination of the fair value of assets acquired and liabilities
assumed of the 2025 acquisitions. Information to confirm the fair value of certain assets and liabilities still needs to be obtained for
these acquisitions. As the Group obtains more information, the allocation will be completed.

The table below presents the determination of the fair value of assets acquired and liabilities assumed at the respective dates of acquisition based on the best information available to the Group to date:


Identifiable assets acquired and liabilities assumed	Note
Cash and cash equivalents			343
Trade and other receivables			3,126
Inventoried supplies and prepaid expenses			830
Property and equipment		7	20,123
Right-of-use assets		8	156
Intangible assets		9	7,025
Other assets			10
Trade and other payables			(1,730	)
Income tax payable			(1,618	)
Lease liabilities		12	(156	)
Deferred tax liabilities			302
Total identifiable net assets			28,411
Total consideration transferred			39,728
Goodwill		9	11,317
Cash			36,735
Contingent consideration			2,993
Total consideration transferred			39,728

The total trade receivables comprise gross amounts due of $3.4 million, of which $0.3 million was expected to be uncollectible at the acquisition date.

Goodwill

The goodwill is attributable mainly to the premium of an established business operation with a good reputation in the transportation industry, and the synergies expected to be achieved from integrating the acquired entity into the Group’s existing business.

The goodwill arising in the business combinations has been allocated to operating segments as indicated in the table below, which represents the lowest level at which goodwill is monitored internally.


Operating segment	Reportable segment	June 30, 2025
Canadian Truckload	Truckload		1,133
Specialized Truckload	Truckload		7,209
Logistics	Logistics		2,975
			11,317

Adjustment to the provisional amounts of the prior year's for Daseke business combination

The 2024 annual consolidated financial statements included details of the Group’s business combinations and set out provisional fair values relating to the consideration and net assets of Daseke. This acquisition was accounted for under the provisions of IFRS 3.

As required by IFRS 3, the provisional fair values have been reassessed in the first quarter ended March 31, 2025, when the purchase price allocation was completed, in light of information which existed at the acquisition date and was obtained during the

measurement period following the acquisition. Consequently, the fair value of certain assets acquired, and liabilities assumed of Daseke have been adjusted retrospective to the date of acquisition as follows:


	Dec. 31 2024			Q1-2025
	Provisional			Measurement			Reassessed
	fair value			period adjustments			fair value
Cash and cash equivalents		46,242			-			46,242
Trade and other receivables		173,389			-			173,389
Inventoried supplies and prepaid expenses		20,997			-			20,997
Property and equipment		523,892			-			523,892
Right-of-use assets		107,676			-			107,676
Intangible assets		202,290			-			202,290
Other assets		3,093			-			3,093
Trade and other payables		(102,133	)		-			(102,133	)
Income tax receivable		8,669			(3,006	)		5,663
Employee benefits		(194	)		-			(194	)
Provisions		(57,923	)		(29,793	)		(87,716	)
Other non-current liabilities		(213	)		-			(213	)
Long-term debt		(314,670	)		-			(314,670	)
Lease liabilities		(107,676	)		-			(107,676	)
Deferred tax liabilities		(125,796	)		12,817			(112,979	)
Total identifiable net assets		377,643			(19,982	)		357,661
Total consideration transferred		816,958			-			816,958
Goodwill		439,315			19,982			459,297
Cash		816,958			-			816,958
Total consideration transferred		816,958			-			816,958

Contingent consideration

The contingent consideration relates to the business acquisitions and is recorded in the original purchase price allocation. This consideration is contingent on achieving specified earning levels in a future period. The maximum amount payable is $1.7 million in less than one year and $1.3 million in more than one year and is currently presented in other financial liabilities on the consolidated statements of financial position.

The contingent consideration balance at June 30, 2025 is $5.9 million (December 31, 2024 - $7.8 million) and is presented in other financial liabilities on the consolidated statements of financial position.

Adjustment to the provisional amounts of prior year’s non-material business combinations

The 2024 annual consolidated financial statements included details of the Group’s business combinations and set out provisional fair values relating to the consideration paid and net assets acquired of various non-material acquisitions. These acquisitions were accounted for under the provisions of IFRS 3.

As required by IFRS 3, the provisional fair values have been reassessed in light of information which existed at the acquisition date and was obtained during the measurement period following the acquisitions. Consequently, the fair value of certain assets acquired, and liabilities assumed of the non-material acquisitions in fiscal 2024 have been adjusted and finalized in 2025. No material adjustments were required to the provisional fair values for these prior year's business combinations.

Additional cash flow information

Net change in non-cash operating working capital


	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Trade and other receivables		46,861			25,040			17,216			4,810
Inventoried supplies		460			1,403			1,277			2,151
Prepaid expenses		(4,233	)		1,302			(11,795	)		(3,421	)
Trade and other payables		(7,474	)		(53,518	)		30,982			(64,307	)
		35,614			(25,773	)		37,680			(60,767	)

Property and equipment


			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2024				1,492,078			2,243,864			196,508			3,932,450
Additions through business combinations		5		4,379			14,623			1,121			20,123
Other additions				13,682			96,007			8,160			117,849
Disposals				(1,544	)		(63,230	)		(3,933	)		(68,707	)
Reclassification (to) from assets held for sale				(10,949	)		5,537			-			(5,412	)
Effect of movements in exchange rates				24,058			42,801			7,713			74,572
Balance at June 30, 2025				1,521,704			2,339,602			209,569			4,070,875

Accumulated Depreciation
Balance at December 31, 2024				116,762			807,089			117,512			1,041,363
Depreciation				13,682			156,031			8,762			178,475
Disposals				(1,521	)		(40,007	)		(3,691	)		(45,219	)
Reclassification (to) from assets held for sale				(386	)		5,097			-			4,711
Effect of movements in exchange rates				3,602			21,823			5,752			31,177
Balance at June 30, 2025				132,139			950,033			128,335			1,210,507

Net carrying amounts
At December 31, 2024				1,375,316			1,436,775			78,996			2,891,087
At June 30, 2025				1,389,565			1,389,569			81,234			2,860,368

As at June 30, 2025, there are no amounts included in trade and other payables for the purchases of property and equipment (December 31, 2024 – $0.5 million).

Right-of-use assets


			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2024				700,985			331,892			5,469			1,038,346
Other additions				38,466			30,556			433			69,455
Additions through business combinations		5		156			-			-			156
Derecognition*				(19,898	)		(34,719	)		(2,391	)		(57,008	)
Effect of movements in exchange rates				22,752			12,427			70			35,249
Balance at June 30, 2025				742,461			340,156			3,581			1,086,198

Depreciation
Balance at December 31, 2024				361,161			137,667			2,770			501,598
Depreciation				44,900			40,660			265			85,825
Derecognition*				(18,571	)		(29,698	)		(1,102	)		(49,371	)
Effect of movements in exchange rates				13,764			5,167			44			18,975
Balance at June 30, 2025				401,254			153,796			1,977			557,027

Net carrying amounts
At December 31, 2024				339,824			194,225			2,699			536,748
At June 30, 2025				341,207			186,360			1,604			529,171

* Derecognized right-of-use assets include negotiated asset purchases and extinguishments resulting from accidents as well as fully amortized or end of term right-of-use assets.

Intangible assets


				Other intangible assets
									Non-
				Customer		Trademarks			compete			Information
Note		Goodwill		relationships		and other			agreements			technology			Total
Cost
Balance at December 31, 2024*			2,016,791		885,556		152,386			24,255			41,539			3,120,527
Additions through business combinations	5		11,317		5,623		667			708			27			18,342
Other additions			-		-		-			2,173			5,161			7,334
Extinguishments			-		-		(556	)		(316	)		(6,890	)		(7,762	)
Effect of movements in
exchange rates			48,697		15,658		1,425			858			828			67,466
Balance at June 30, 2025			2,076,805		906,837		153,922			27,678			40,665			3,205,907

Amortization and impairment losses
Balance at December 31, 2024			75,201		336,134		28,164			13,648			24,447			477,594
Amortization			-		31,410		4,779			2,170			5,044			43,403
Extinguishments			-		-		(556	)		(316	)		(6,890	)		(7,762	)
Effect of movements in
exchange rates			2,189		8,065		543			423			757			11,977
Balance at June 30, 2025			77,390		375,609		32,930			15,925			23,358			525,212

Net carrying amounts
At December 31, 2024*			1,941,590		549,422		124,222			10,607			17,092			2,642,933
At June 30, 2025			1,999,415		531,228		120,992			11,753			17,307			2,680,695

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c))

10.

Investments


	As at		As at
	June 30, 2025		December 31, 2024
Level 1 investments		7,416		4,669
Level 2 investments		4,263		4,276
Level 3 investments		13,847		13,152
		25,526		22,097

The Group elected to designate all of its investments at fair value through OCI.

During the six months ended June 30, 2024, the Group sold Level 1 investments for proceeds of $19.1 million resulting in a realized loss, net of tax, of $8.2 million on equity securities transferred from OCI to retained earnings.

11.

Long-term debt


	As at		As at
	June 30, 2025		December 31, 2024
Non-current liabilities
Unsecured revolving facilities		229,321		275,054
Unsecured term loan		124,772		199,609
Unsecured senior notes		1,869,998		1,652,742
Conditional sales contracts		135,556		178,052
Other long-term debt		3,784		3,971
		2,363,431		2,309,428

Current liabilities
Current portion of conditional sales contracts		86,047		93,087
Current portion of other long-term debt		371		366
		86,418		93,453

The table below summarizes changes to the long-term debt:


		Six months ended			Six months ended
	Note	June 30, 2025			June 30, 2024
Balance at beginning of period			2,402,881			1,884,182
Proceeds from long-term debt			217,438			500,000
Business combinations			-			314,671
Repayment of long-term debt			(127,791	)		(38,195	)
Net (decrease) increase in revolving facilities			(60,420	)		32,096
Amortization of deferred financing fees			852			856
Effect of movements in exchange rates			100,031			(60,476	)
Effect of movements in exchange rates - debt
designated as net investment hedge			(83,142	)		52,100
Balance at end of period			2,449,849			2,685,234

On June 27, 2025, the Company received CAD $300 million in proceeds from the issuance of new debts taking the form of unsecured senior notes consisting of three tranches, with terms from 5 to 9 years and bearing fixed interest rates between 4.52% and 5.33%. Deferred financing fees of $0.8 million were recognized as a result of the transaction.

On May 30, 2025 the Group extended its revolving credit facility until May 30, 2028. Under the new extension, while the total availability remained unchanged, the CAD availability is reduced to CAD $1.135 billion and USD availability increased to $125.0 million. Deferred financing fees of $0.7 million were recognized on the extension.

On March 22, 2024, the Group amended its revolving credit facility, including the addition of a $500.0 million term loan and an extension. Under the new amendment, the revolving credit facility was extended to March 22, 2027. The new agreement also provides the Company with a non-revolving term loan for $500.0 million maturing in 1 to 3 years, $100.0 million each in year one and year two and $300.0 million in year three. Based on certain ratios, the interest rate on the term loan is the sum of SOFR, plus an applicable margin, which can vary between 128 basis points and 190 basis points. The applicable margin on the credit facility was 1.65% at December 31, 2024. Deferred financing fees of $1.3 million were recognized on the increase. The amendment also included the adoption of the Canadian Interest Rate Benchmark Reform, resulting in the replacement of the banker’s acceptance rate in Canada with the Canadian Overnight Repo Rate Average (CORRA), a measure of the cost of overnight general collateral funding in Canadian Dollars using Government of Canada treasury bills and bonds as collateral for repurchase transactions. The change did not have a material impact on the Group’s financial statements.

The Group’s revolving facilities have a total size of $954.1 million (December 31, 2024 - $904.9 million) and an additional 184.0 million of credit availability (CAD $245 million and USD $5 million) (December 31, 2024 - $175.0 million). The additional credit is available under certain conditions under the Group’s syndicated revolving credit agreement.

The debt issuances described above are subject to certain covenants regarding the maintenance of financial ratios. These are the same covenants as previously required by the Company’s syndicated revolving credit agreement as described in note 25(f) of the 2024 annual audited consolidated financial statements. As at June 30, 2025, the Group was in compliance with these financial covenants.

12.

Lease liabilities


	As at		As at
	June 30, 2025		December 31, 2024
Current portion of lease liabilities		157,257		152,449
Long-term portion of lease liabilities		414,065		421,213
		571,322		573,662

The table below summarizes changes to the lease liabilities:


			Six months ended			Six months ended
	Note		June 30, 2025			June 30, 2024
Balance at beginning of period				573,662			460,158
Business combinations		5		156			122,546
Additions				69,455			70,448
Derecognition*				(7,680	)		(2,456	)
Repayment				(82,034	)		(79,306	)
Effect of movements in exchange rates				17,763			(11,003	)
Balance at end of period				571,322			560,387

* Derecognized lease liabilities include negotiated asset purchases and extinguishments resulting from accidents.

Extension options

Some real estate leases contain extension options exercisable by the Group. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The Group assesses at the lease commencement date whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise the options if there are significant events or significant changes in circumstances within its control.

The lease liabilities include future lease payments of $8.1 million (December 31, 2024 – $7.3 million) related to extension options that the Group is reasonably certain to exercise.

The Group has estimated that the potential future lease payments, should it exercise the remaining extension options, would result in an increase in lease liabilities of $473.4 million (December 31, 2024 - $441.2 million).

The Group does not have a significant exposure to termination options and penalties.

Contractual cash flows

The total contractual cash flow maturities of the Group’s lease liabilities are as follows:


	As at
	June 30, 2025
Less than 1 year		181,500
Between 1 and 5 years		350,474
More than 5 years		121,422
		653,396

13.

Employee benefits

The Group has various benefit plans, mainly TForce Freight pension plans and TFI International pension plans, under which participants are entitled to benefits once participation requirements are satisfied. Additional information relating to the retirement benefit plans is provided in Note 15 - Employee benefits of the Group’s 2024 annual consolidated financial statements. Net periodic benefit cost and pension contributions are as follows for the TForce Freight pension plans:


	Three months		Three months		Six months		Six months
	ended		ended		ended		ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Current service cost		11,565		15,532		24,330		31,069
Net interest cost		794		395		1,038		789
Net periodic cost		12,359		15,927		25,368		31,858

Pension contributions		13,790		5,000		27,580		10,000

The pension plan is funded in line with the statutory funding requirements of the Employee Retirement Income Security Act.

14.

Provisions


	Self-insurance		Other		Total
As at June 30, 2025
Current provisions		75,345		16,787		92,132
Non-current provisions		147,002		6,299		153,301
		222,347		23,086		245,433

As at December 31, 2024*
Current provisions		83,862		15,678		99,540
Non-current provisions		142,277		17,659		159,936
		226,139		33,337		259,476

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5b))

Self-insurance provisions represent the uninsured portion of outstanding claims at period-end. The current portion reflects the amount expected to be paid in the following year. Other provisions include mainly litigation provisions of $6.3 million (December 31, 2024 - $17.7 million) and environmental remediation liabilities of $1.0 million (December 31, 2024 - $3.5 million). Litigation provisions contain various pending claims for which management used judgement and assumptions about future events. The outcomes will depend on future claim developments.

15.

Share capital and other components of equity

The following table summarizes the number of common shares issued:


(in number of shares)			Six months			Six months
			ended			ended
	Note		June 30, 2025			June 30, 2024
Balance, beginning of period				84,408,437			84,441,733
Repurchase and cancellation of own shares				(1,549,795	)		(250,000	)
Stock options exercised		17		163,622			412,750
Balance, end of period				83,022,264			84,604,483

The following table summarizes the share capital issued and fully paid:


	Six months			Six months
	ended			ended
	June 30, 2025			June 30, 2024
Balance, beginning of period		1,135,500			1,107,290
Repurchase and cancellation of own shares		(17,036	)		(2,761	)
Cash consideration of stock options exercised		4,653			10,729
Ascribed value credited to share capital on stock options exercised, net of tax		829			2,269
Issuance of shares on settlement of RSUs and PSUs, net of tax		9,341			17,630
Balance, end of period		1,133,287			1,135,157

Pursuant to the normal course issuer bid (“NCIB”) which began on November 2, 2024 and ends on November 1, 2025, the Company is authorized to repurchase for cancellation up to a maximum of 7,918,102 of its common shares under certain conditions. As at June 30, 2025, and since the inception of this NCIB, the Company has repurchased and cancelled 1,845,000 shares.

During the six months ended June 30, 2025, the Company repurchased 1,549,795 common shares at a weighted average price of $91.00 per share for a total purchase price of $141.0 million relating to the current and prior NCIB. During the six months ended June 30, 2024, the Company repurchased 250,000 common shares at a weighted average price of $136.72 per share for a total purchase price of $34.2 million relating to the NCIB. The excess of the purchase price paid over the carrying value of the shares repurchased in the amount of $126.9 million (2024– $31.4 million) was charged to retained earnings as share repurchase premium.

16.

Earnings per share

Basic earnings per share

The basic earnings per share and the weighted average number of common shares outstanding have been calculated as follows:


(in thousands of dollars and number of shares)	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30, 2025			June 30, 2024*			June 30, 2025			June 30, 2024*
Net income		98,180			115,651			154,212			208,498
Issued common shares, beginning of period		83,971,757			84,555,210			84,408,437			84,441,733
Effect of stock options exercised		28,100			105,408			72,468			126,164
Effect of repurchase of own shares		(542,575	)		(161,099	)		(664,402	)		(80,549	)
Weighted average number of common shares		83,457,282			84,499,519			83,816,503			84,487,348

Earnings per share – basic (in dollars)		1.18			1.37			1.84			2.47

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c))

Diluted earnings per share

The diluted earnings per share and the weighted average number of common shares outstanding after adjustment for the effects of all dilutive common shares have been calculated as follows:


(in thousands of dollars and number of shares)	Three months		Three months		Six months		Six months
	ended		ended		ended		ended
	June 30, 2025		June 30, 2024*		June 30, 2025		June 30, 2024*
Net income		98,180		115,651		154,212		208,498
Weighted average number of common shares		83,457,282		84,499,519		83,816,503		84,487,348
Dilutive effect:
Stock options, restricted share units
and performance share units		197,636		624,922		285,454		760,045
Weighted average number of diluted common shares		83,654,918		85,124,441		84,101,957		85,247,393

Earnings per share - diluted (in dollars)		1.17		1.36		1.83		2.45

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c))

As at June 30, 2025, 122,380 stock options were excluded from the calculation of diluted earnings per share (June 30, 2024 – 768) as they were deemed to be anti-dilutive.

The average market value of the Company’s shares for purposes of calculating the dilutive effect of stock options was based on quoted market prices for the period during which the options were outstanding.

17.

Share-based payment arrangements

Stock option plan (equity-settled)

The Company offers a stock option plan for the benefit of certain of its employees. The maximum number of shares that can be issued upon the exercise of options granted under the current 2012 stock option plan is 5,979,201. Each stock option entitles its holder to receive one common share upon exercise. The exercise price payable for each option is determined by the Board of Directors at the date of grant, and may not be less than the volume weighted average trading price of the Company’s shares for the last five trading days immediately preceding the grant date. The options vest in equal installments over three years and the expense is recognized following the accelerated method as each installment is fair valued separately and recorded over the respective vesting periods. The table below summarizes the changes in the outstanding stock options:


(in thousands of options	Three months					Three months					Six months					Six months
and in dollars)				ended					ended					ended					ended
	June 30, 2025					June 30, 2024					June 30, 2025					June 30, 2024
				Weighted					Weighted					Weighted					Weighted
	Number			average		Number			average		Number			average		Number			average
	of			exercise		of			exercise		of			exercise		of			exercise
	options			price		options			price		options			price		options			price
Balance, beginning of
period		190			32.03		676			29.83		278			31.44		790			29.17
Exercised		(76	)		30.71		(299	)		28.30		(164	)		30.43		(413	)		27.44
Balance, end of period		114			32.90		377			31.05		114			32.90		377			31.05
Options exercisable, end of period												114			32.90		377			31.05

The following table summarizes information about stock options outstanding and exercisable at June 30, 2025:


(in thousands of options and in dollars)		Options outstanding and exercisable
				Weighted
				average
		Number		remaining
		of		contractual life
Exercise prices		options		(in years)
	30.71		88		0.8
	40.41		26		2.2
			114		1.2

Of the options outstanding at June 30, 2025, a total of 102,771 (December 31, 2024 – 252,736) are held by key management personnel.

The weighted average share price at the date of exercise for stock options exercised in the six months ended June 30, 2025 was $89.29 (June 30, 2024 – $140.70).

No stock options were granted during 2025 and 2024 under the Company’s stock option plan.

Restricted share unit and performance share unit plans (equity-settled)

The Company offers an equity incentive plan for the benefit of senior employees of the Group. Each participant’s annual LTIP allocation is split in awards of performance share units (“PSUs”) and of restricted share units (‘’RSUs’’). The PSUs are subject to both performance and time cliff vesting conditions on the third anniversary of the award whereas the RSUs are only subject to a time cliff vesting condition on the third anniversary of the award. The performance conditions attached to the PSUs are equally weighted between absolute earnings before interest and income tax and relative total shareholder return (“TSR”). For purposes of the relative TSR portion, there are two equally weighted comparisons: the first portion is compared against the TSR of a group of transportation industry peers and the second portion is compared against the S&P/TSX60 index.

Restricted share units

On February 18, 2025, the Company granted a total of 61,829 RSUs under the Company’s equity incentive plan of which 38,566 were granted to key management personnel. The fair value of the RSUs is determined to be the share price fair value at the date of the grant and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The fair value of the RSUs granted was $129.66 per unit.

On April 30, 2025, the Company granted a total of 31,328 RSUs under the Company’s equity incentive plan of which 27,917 were granted to key management personnel. The fair value of the RSUs is determined to be the share price fair value at the date of the grant and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The RSUs vest on April 30, 2026. The fair value of the RSUs granted was $81.03 per unit.

On February 8, 2024, the Company granted a total of 45,850 RSUs under the Company’s equity incentive plan of which 30,842 were granted to key management personnel. The fair value of the RSUs is determined to be the share price fair value at the date of the grant

and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The fair value of the RSUs granted was $135.00 per unit.

The table below summarizes changes to the outstanding RSUs:


(in thousands of RSUs	Three months					Three months					Six months					Six months
and in dollars)				ended					ended					ended					ended
	June 30, 2025					June 30, 2024					June 30, 2025					June 30, 2024
				Weighted					Weighted					Weighted					Weighted
	Number			average		Number			average		Number			average		Number			average
	of			grant date		of			grant date		of			grant date		of			grant date
	RSUs			fair value		RSUs			fair value		RSUs			fair value		RSUs			fair value
Balance, beginning of period		161			126.40		165			114.67		158			115.34		192			93.62
Granted		31			81.03		5			157.51		93			113.45		51			137.21
Reinvested		1			126.41		-			-		1			126.41		1			93.54
Settled		-			-		(8	)		117.85		(58	)		99.84		(79	)		75.48
Forfeited		(1	)		121.19		-			-		(2	)		121.19		(3	)		112.69
Balance, end of period		192			119.11		162			115.84		192			119.11		162			115.84

The following table summarizes information about RSUs outstanding as at June 30, 2025:


(in thousands of RSUs and in dollars)		RSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		RSUs		(in years)
	115.51		54		0.6
	81.03		31		0.8
	135.00		45		1.6
	129.66		62		2.6
			192		1.5

The weighted average share price at the date of settlement of the other RSUs vested in six months ended June 30, 2025 was $131.74 (June 30, 2024 – $134.64). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded RSUs, in the amount of $5.8 million (June 30, 2024 – $10.3 million), was charged to retained earnings as share repurchase premium.

In the three and six months ended June 30, 2025, the Group recognized, as a result of RSUs, a compensation expense of $2.4 million and $3.9 million respectively (June 30, 2024 - $1.6 million and $3.2 million) with a corresponding increase to contributed surplus.

Of the RSUs outstanding at June 30, 2025, a total of 132,260 (December 31, 2024 – 103,872) are held by key management personnel.

Performance share units

On February 18, 2025, the Company granted a total of 58,143 PSUs under the Company’s equity incentive plan of which 34,880 were granted to key management personnel. The fair value of the PSUs is determined using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $135.51 per unit as at grant date and $135.51 per unit as at June 30, 2025.

On February 8, 2024, the Company granted a total of 45,850 PSUs under the Company’s equity incentive plan of which 30,842 were granted to key management personnel. The fair value of the PSUs is determined using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $156.17 per unit as at grant date and $151.44 per unit as at June 30, 2025.

The table below summarizes changes to the outstanding PSUs:


(in thousands of PSUs	Three months				Three months				Six months					Six months
and in dollars)			ended				ended					ended					ended
	June 30, 2025				June 30, 2024				June 30, 2025					June 30, 2024
			Weighted				Weighted					Weighted					Weighted
	Number		average		Number		average		Number			average		Number			average
	of		grant date		of		grant date		of			grant date		of			grant date
	PSUs		fair value		PSUs		fair value		PSUs			fair value		PSUs			fair value
Balance, beginning of period		156		140.51		157		127.88		155			127.72		184			106.17
Granted		-		-		-		-		58			135.51		46			156.17
Reinvested		1		141.27		-		-		2			134.91		1			106.72
Settled		-		-		-		-		(71	)		100.52		(134	)		89.69
Added due to performance conditions		-		-		-		-		14			100.43		63			89.67
Forfeited		-		-		-		-		(1	)		134.12		(3	)		126.44
Balance, end of period		157		140.52		157		127.88		157			140.52		157			127.88

The following table summarizes information about PSUs outstanding as at June 30, 2025:


(in thousands of PSUs and in dollars)		PSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		PSUs		(in years)
	135.15		54		0.6
	156.17		45		1.6
	135.51		58		2.6
			157		1.6

The weighted average share price at the date of settlement of the other PSUs vested in six months ended June 30, 2025 was $131.74 (June 30, 2024 – $133.74). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded PSUs, in the amount of $8.6 million, was charged to retained earnings as share repurchase premium (June 30, 2024 – $19.8 million).

In the three and six months ended June 30, 2025, the Group recognized, as a result of PSUs, a compensation expense of $1.7 million and $3.4 million respectively (June 30, 2024 - $1.6 and $2.8 million) with a corresponding increase to contributed surplus.

Of the PSUs outstanding at June 30, 2025, a total of 100,636 (December 31, 2024 – 103,872) are held by key management personnel.

18.

Materials and services expenses

The Group’s materials and services expenses are primarily costs related to independent contractors and vehicle operation expenses. Vehicle operation expenses consists primarily of fuel costs, repairs and maintenance, insurance, permits and operating supplies.


	Three months		Three months		Six months		Six months
	ended		ended		ended		ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Independent contractors		690,647		772,946		1,371,428		1,433,209
Vehicle operation expenses		306,700		336,207		614,919		614,752
		997,347		1,109,153		1,986,347		2,047,961

19.

Finance income and finance costs

Recognized in income or loss:


Costs (income)	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Interest expense on long-term debt and amortization
of deferred financing fees		30,305			36,508			60,541			58,959
Interest expense on lease liabilities		6,583			6,485			13,110			11,540
Interest income		(305	)		(1,072	)		(533	)		(6,224	)
Net change in fair value and accretion expense
of contingent considerations		6			21			21			52
Net foreign exchange (gain) loss		(684	)		1,506			(439	)		2,774
Other financial expenses		3,719			3,965			7,233			7,641
Net finance costs		39,624			47,413			79,933			74,742
Presented as:
Finance income		(989	)		(1,072	)		(972	)		(6,224	)
Finance costs		40,613			48,485			80,905			80,966

20.

Income tax expense

Income tax recognized in income or loss:


	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Current tax expense
Current period		36,041			55,199			63,780			89,958
Adjustment for prior periods		(13	)		(1,069	)		594			(1,069	)
		36,028			54,130			64,374			88,889
Deferred tax expense (recovery)
Origination and reversal of temporary differences		(4,699	)		(13,301	)		(13,716	)		(17,392	)
Variation in tax rate		(26	)		1,917			(741	)		1,913
Adjustment for prior periods		1,058			187			746			903
		(3,667	)		(11,197	)		(13,711	)		(14,576	)
Income tax expense		32,361			42,933			50,663			74,313

Reconciliation of effective tax rate :


	Three months					Three months					Six months					Six months
	ended					ended					ended					ended
	June 30, 2025					June 30, 2024					June 30, 2025					June 30, 2024
Income before income tax				130,541					160,702					204,875					284,929
Income tax using the Company’s
statutory tax rate		26.5	%	34,594			26.5	%	42,586			26.5	%	54,292			26.5	%	75,506

Increase (decrease) resulting from:
Rate differential between
jurisdictions		-0.1	%	(106	)		-0.2	%	(336	)		0.3	%	713			0.0	%	(129	)
Variation in tax rate		0.0	%	(26	)		1.2	%	1,917			-0.4	%	(741	)		0.7	%	1,913
Non deductible expenses		0.6	%	783			1.7	%	2,689			1.2	%	2,552			1.3	%	3,622
Tax deductions and tax
exempt income		-3.4	%	(4,404	)		-2.2	%	(3,522	)		-4.0	%	(8,256	)		-2.5	%	(7,139	)
Adjustment for prior periods		0.8	%	1,045			-0.5	%	(882	)		0.7	%	1,340			-0.1	%	(166	)
Multi-jurisdiction tax		0.4	%	475			0.3	%	481			0.4	%	763			0.2	%	706
		24.8	%	32,361			26.7	%	42,933			24.7	%	50,663			26.1	%	74,313

21.

Contingencies, letters of credit and other commitments

Contingencies


TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2025 AND 2024 - (UNAUDITED)


TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2025 AND 2024 - (UNAUDITED)


TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2025 AND 2024 - (UNAUDITED)


TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2025 AND 2024 - (UNAUDITED)


TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2025 AND 2024 - (UNAUDITED)