SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On January 27, 2026, we acquired 100% of the equity interests of First Enterprises, Inc. ("FirstFleet") for $245 million, which includes a maximum $35 million earnout based on gross revenue net of fuel surcharge for the period April 1, 2026, through March 31, 2027. Under a separate agreement, we also acquired real estate properties from FirstFleet for $37.8 million. We funded these transactions using cash on hand and our existing revolving credit facility. We also assumed finance leases estimated at $57.0 million. As of January 31, 2026, the total aggregate borrowings outstanding under our revolver and accounts receivable securitization facility was $884.6 million. Including the estimated value of the finance leases assumed, our total debt increased by $189.6 million during the month of January 2026 primarily as a result of the acquisition. We incurred transaction costs related to the acquisition, such as legal and professional fees, of $0.4 million for the three months ended December 31, 2025, which is included in other operating expenses on the consolidated statements of income.

FirstFleet, headquartered in Murfreesboro, Tennessee, is a dedicated truckload carrier. FirstFleet operates approximately 2,400 tractors and 11,000 trailers, with 37 strategically located properties near 130 customer sites around the country. This acquisition adds scale to our Dedicated operations.

The acquisition will be accounted for as a business combination using the acquisition method of accounting under GAAP. The results of operations for FirstFleet will be included in our consolidated financial statements, within our Dedicated operating segment, beginning January 27, 2026. Due to the recent timing of this transaction, the initial accounting for the acquisition is not complete. As a result, we are currently unable to provide purchase price allocation disclosures based on acquisition date fair values of assets acquired and liabilities assumed, as well as other related information. We plan to include these disclosures in our Quarterly Report on Form 10-Q for the three months ending March 31, 2026.