0001492691false00014926912026-01-212026-01-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________________________________________________________________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2026

___________________________________________________________________________________________________________________________________
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Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)
___________________________________________________________________________________________________________________________________
Delaware001-3500720-5589597
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
2002 West Wahalla Lane
Phoenix, Arizona 85027
(Address of principal executive offices and zip code)
(602) 269-2000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock $0.01 Par ValueKNXNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company        ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 21, 2026, Knight-Swift Transportation Holdings Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the quarter ended December 31, 2025. A copy of the Press Release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report that is furnished under Item 2.02, including the exhibits hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
ExhibitDescription
Exhibit 104
Cover Page Interactive Data File
The information in Items 2.02 and 9.01 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by the forward-looking statements. Please refer to the paragraphs at the end of the attached press release and at the beginning of the attached earnings presentation, as well as various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Knight-Swift Transportation Holdings Inc.
(Registrant)
Date:January 21, 2026/s/ Andrew Hess
Andrew Hess
Chief Financial Officer
Exhibit 99.1
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January 21, 2026
Phoenix, Arizona
Knight-Swift Transportation Holdings Inc. Reports Fourth Quarter 2025 Revenue and Earnings
Knight-Swift Transportation Holdings Inc. (NYSE: KNX) ("Knight-Swift" or the "Company"), one of the largest and most diversified freight transportation companies, operating the largest full truckload fleet in North America, today reported fourth quarter 2025 net loss attributable to Knight-Swift of $6.8 million and Adjusted Net Income Attributable to Knight-Swift1 of $50.9 million. GAAP (loss) earnings per diluted share for the fourth quarter of 2025 were $(0.04), compared to $0.43 for the fourth quarter of 2024. Adjusted EPS1 was $0.31 for the fourth quarter of 2025, compared to $0.36 for the fourth quarter of 2024.
The current quarter included $52.9 million of non-cash impairment charges primarily related to goodwill, intangible assets, and property impairments as a result of our decision to combine our Abilene truckload brand into our Swift business. The impairments have been adjusted out of our non-GAAP results as shown in the reconciliation schedules following this release.

Key Financial Highlights
During the fourth quarter of 2025, consolidated total revenue was $1.9 billion, a 0.4% decrease from the fourth quarter of 2024. Consolidated operating income was $26.5 million, a decrease of $51.5 million or 66.1% compared to the same quarter last year primarily due to the $52.9 million of impairment charges as noted above. Adjusted Operating Income was $100.6 million, a 5.3% decrease year-over-year. The consolidated operating ratio for the quarter was 98.6%, and the Adjusted Operating Ratio1 was 94.0%.
•Truckload — 92.9% Adjusted Operating Ratio, a 330 basis point improvement over the third quarter result. Revenue, excluding fuel surcharge, decreased 2.4% year-over-year on a 3.3% decline in loaded miles, partially offset by a 0.7% improvement in revenue per loaded mile, excluding fuel surcharge and intersegment transactions. Adjusted Operating Income1 decreased $9.2 million or 10.7% year-over-year, largely as a result of the reduction in miles and the related deleveraging impact on cost per mile. The U.S. Xpress truckload business improved its Adjusted Operating Ratio 430 basis points year-over-year in the fourth quarter as a result of improvements in revenue per mile and utilization.
•LTL — Revenue, excluding fuel surcharge, increased 7.0% year-over-year as shipments per day increased 2.1%, and revenue per hundredweight excluding fuel surcharge increased 5.0%. Adjusted Operating Income decreased by 4.8% year-over-year, and the Adjusted Operating Ratio of 95.1% increased 60 basis points year-over-year as the sequential slowing in market demand in the fourth quarter pressured operating cost per shipment.
•Logistics — 95.8% Adjusted Operating Ratio with gross margin down 180 basis points year-over-year to 15.5% as a result of the spot market tightening during the quarter. Revenue decreased 4.8%, and load count declined 1.0% year-over-year.
•Intermodal — 100.1% Adjusted Operating Ratio, a 140 basis point improvement year-over-year as revenue per load grew 2.8%. Load count improved sequentially by 2.6% over the third quarter.
•All Other Segments — Revenue increased 17.6%, and operating loss improved 37.3% year-over-year, primarily driven by growth in the warehousing and leasing businesses.


Quarter Ended December 31
20252024Change
(Dollars in thousands, except per share data)
Total revenue$1,856,330 $1,864,281 (0.4)%
Revenue, excluding truckload and LTL fuel surcharge$1,666,022 $1,676,549 (0.6)%
Operating income$26,457 $77,953 (66.1)%
Adjusted Operating Income 1
$100,552 $106,133 (5.3)%
Net (loss) income attributable to Knight-Swift$(6,797)$69,497 (109.8)%
Adjusted Net Income Attributable to Knight-Swift 1
$50,906 $58,489 (13.0)%
(Loss) earnings per diluted share$(0.04)$0.43 (109.3)%
Adjusted EPS 1
$0.31 $0.36 (13.9)%
1See GAAP to non-GAAP reconciliation in the schedules following this release.

Our GAAP and non-GAAP results for the quarter include certain items that impact the comparability of year-over-year results. These items include a $5.3 million reduction in interest expense, a $4.2 million increase in gain on sale year-over-year and a 8.2 percentage point increase in the effective tax rate on our GAAP results year-over-year. Further, the current quarter includes impairment charges totaling $52.9 million as well as severance and legal accruals totaling $1.8 million, while the prior year fourth quarter included an $8.1 million impairment and a $36.6 million benefit below the line in other income (expense) for a mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress, each of which are excluded from our non-GAAP results as shown in the reconciliation schedules following this release.
Adam Miller, CEO of Knight-Swift, commented, "During the fourth quarter, the truckload market saw demand that was generally stable, with seasonal project activity occurring in October. The seasonal projects wound down quickly in November, and the lack of the typical broad-based seasonal lift in demand until late in the quarter led to lower truckload volumes than expected. While the spot market tightened in December, pressuring gross margins in the logistics space, it was a reduction in available capacity that seemed to be the primary driver of the tightening market. The recent trends have continued into the early part of January with our network balance modestly better than typical seasonality. With the ongoing efforts of the FMCSA and DOT to prevent and revoke invalidly issued CDLs, shut down non-compliant CDL schools, and address hours-of-service abuses, we believe capacity will continue to recede, leading to a healthier market where carriers can recover cost inflation and restore margins.
“In the LTL market, prevailing demand levels declined noticeably in October and remained soft throughout the quarter. In early January, LTL demand appears off to a better start than what we saw in the fourth quarter, and bid discussions continue to be encouraging. We remain focused on controlling our costs, delivering quality service, and growing into our expanded network.
"We enter 2026 with conviction that our leading scale, service, diversification, and relentless focus on disciplined execution can create distinctive value as conditions begin to recover. The differentiated nature of our over-the-road exposure uniquely positions our Truckload business to deliver flexible solutions to our customers. At U.S. Xpress, the cost structure has been largely brought in line, and the development of capacity and market management capabilities have this business poised to close the margin gap with our legacy brands. We have structurally cut out fixed costs and driven better efficiency in our key variable costs across our Truckload brands, with further opportunities to improve the cost structure into 2026 as our investments in tech-enabled efficiencies help us cut costs and prepare to scale more efficiently. Our strong service and growing LTL network are helping us onboard new relationships and deepen existing ones, and the revenue growth and network density this affords combine with our cost initiatives to yield compelling leverage opportunities moving forward. We remain committed to thoughtfully deploying capital, intentionally leveraging our strengths, and creatively unlocking synergy opportunities across our businesses."

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Other Income — We recorded $2.3 million of income within "Other income, net" in the fourth quarter of 2025, compared to $43.2 million of income in the fourth quarter of 2024. The prior year result included a $36.6 million benefit for a mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress, which is excluded from our non-GAAP results.
Income Taxes — The effective tax rate on our GAAP results was 21.6% for the fourth quarter of 2025, compared to 13.4% for the fourth quarter of 2024. The effective tax rate on our non-GAAP results was 23.1% for the fourth quarter of 2025, compared to 18.5% for the fourth quarter of 2024.
Dividend — On November 5, 2025, our board of directors declared a quarterly cash dividend of $0.18 per share of our common stock. The dividend was payable to the Company's stockholders of record as of December 5, 2025, and was paid on December 22, 2025.
Segment Financial Performance
Truckload Segment
Quarter Ended December 31,
20252024Change
(Dollars in thousands)
Revenue, excluding fuel surcharge and intersegment transactions$1,077,652 $1,104,310 (2.4 %)
Operating income$21,311 $76,359 (72.1 %)
Adjusted Operating Income 1
$76,739 $85,969 (10.7 %)
Operating ratio98.3 %93.9 %440  bps
Adjusted Operating Ratio 1
92.9 %92.2 %70  bps
1See GAAP to non-GAAP reconciliation in the schedules following this release.
Our diverse Truckload segment consists of our irregular route, dedicated, refrigerated, expedited, flatbed, and cross-border truckload operations across our brands with approximately 15,200 irregular route tractors and nearly 6,000 dedicated tractors.
The Truckload segment experienced a fourth quarter market with generally softer demand than the prior year period. This was partly due to seasonal project activities having shorter duration than in the prior year. Additionally, blockades at the Mexico border during the quarter were a headwind to productivity, especially for our TransMex division. Our Truckload segment produced revenue that decreased 2.4% year-over-year, driven by a 3.3% decrease in loaded miles. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, improved 0.7% year-over-year and 1.4% sequentially. Adjusted Operating Income declined $9.2 million year-over-year, largely as a result of the decrease in loaded miles. However, on a full-year basis, our progress on structurally cutting cost out of the business helped us overcome a $125 million decline in truckload revenue excluding fuel surcharge to grow Adjusted Operating Income $28 million in this segment. The fourth quarter Adjusted Operating Ratio was 70 basis points higher year-over-year as the lower demand offset ongoing progress on our cost structure by less effectively covering fixed costs in the quarter. Excluding U.S. Xpress, the legacy truckload brands operated at a 91.6% Adjusted Operating Ratio. Miles per tractor improved 1.2% year-over-year as a result of our efforts to drive productivity and earlier progress reducing underutilized assets. We are encouraged with the progress at U.S. Xpress, as this business continues to close the gap on margin performance with our legacy brands and is positioned to make further progress in an improving market.
During the fourth quarter, we made the decision to combine the Abilene trucking operations into our Swift business to improve efficiency and enhance productivity. We continue to make tangible progress improving our cost structure and implementing technology-driven initiatives to offset inflationary pressures and position our business to generate meaningful returns as market conditions recover.
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LTL Segment
Quarter Ended December 31,
20252024Change
(Dollars in thousands)
Revenue, excluding fuel surcharge$298,502 $278,899 7.0 %
Operating income$9,660 $9,498 1.7 %
Adjusted Operating Income 1
$14,490 $15,216 (4.8 %)
Operating ratio97.2 %97.0 %20  bps
Adjusted Operating Ratio 1
95.1 %94.5 %60  bps
1See GAAP to non-GAAP reconciliation in the schedules following this release.
Our LTL segment encountered a moderating demand environment during the fourth quarter, but one where pricing trends generally remained stable. Revenue, excluding fuel surcharge, grew 7.0% year-over-year as shipments per day grew 2.1% and revenue per hundredweight, excluding fuel surcharge, increased 5.0%. Revenue per shipment, excluding fuel surcharge, increased by 4.7%, and weight per shipment decreased slightly by 0.3% year-over-year. The Adjusted Operating Ratio was 95.1%, and Adjusted Operating Income decreased 4.8%, as sequentially slowing market demand in the fourth quarter pressured operating cost per shipment. We adjusted our operational and cost initiatives in response to the lower demand environment during the quarter but are balancing these efforts with anticipated growth opportunities given new relationships being onboarded.
During the fourth quarter, we opened one new service center and replaced one more with a larger site, bringing our year-over-year growth in door count to 10.0% for 2025. As previously noted, we expect our pace of facility expansion will be slower in the near term and believe ongoing bid events with new and existing customers will provide further opportunities to grow shipment volume and improve efficiencies. Our near-term focus is to drive both revenue and margin expansion in the business through strong service, disciplined pricing, and cost efficiency. We continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.
Logistics Segment
Quarter Ended December 31,
20252024Change
(Dollars in thousands)
Revenue$159,971 $167,991 (4.8 %)
Operating income$5,532 $9,396 (41.1 %)
Adjusted Operating Income 1
$6,696 $10,560 (36.6 %)
Operating ratio96.5 %94.4 %210 bps
Adjusted Operating Ratio 1
95.8 %93.7 %210 bps
1See GAAP to non-GAAP reconciliation in the schedules following this release.
The Logistics segment produced an Adjusted Operating Ratio of 95.8%, a 210 basis points degradation year-over-year as a reduction in industry capacity and our application of more stringent carrier qualification standards drove up purchased transportation costs and compressed gross margins during the quarter. Adjusted Operating Income declined 36.6% year-over-year as gross margin declined 180 basis points to 15.5%. Revenue decreased 4.8% year-over-year, driven by a 1.0% decline in load count and a 4.1% decrease in revenue per load. We remain disciplined on price and diligent in carrier qualification to provide value to customers while maintaining profitability. We continue to leverage our power-only capabilities to complement our asset business, build a broader and more diversified freight portfolio, and to enhance the returns on our capital assets.
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Intermodal Segment
Quarter Ended December 31,
20252024Change
(Dollars in thousands)
Revenue$95,663 $99,040 (3.4 %)
Operating loss$(101)$(1,446)93.0 %
Operating ratio100.1 %101.5 %(140 bps)
The Intermodal segment improved its operating ratio 140 basis points year-over-year and improved its operating result to roughly breakeven through a 2.8% increase in revenue per load and structural cost reductions. Revenue declined 3.4% year-over-year as a result of a 6.0% decrease in load count, partially offset by the increase in revenue per load. On a sequential basis, the operating ratio was essentially flat as load count growth of 2.6% was offset by a 0.9% decline in revenue per load versus third quarter levels as a result of mix changes as volumes softened late in the fourth quarter. We remain focused on delivering excellent service and driving appropriate returns through cost control, network balance, equipment utilization, and growing our load count with disciplined pricing.
All Other Segments
Quarter Ended December 31,
20252024Change
(Dollars in thousands)
Revenue$52,579 $44,700 17.6 %
Operating loss$(9,945)$(15,854)37.3 %
All Other Segments include support services provided to our customers, independent contractors, and third-party carriers, including equipment leasing, warehousing, trailer parts manufacturing, insurance, equipment maintenance, and warranty services. All Other Segments also include certain corporate expenses (such as legal settlements and accruals, as well as $11.7 million in quarterly amortization of intangibles related to the 2017 merger between Knight and Swift and certain acquisitions).
Revenue within our All Other Segments for the fourth quarter increased 17.6%, and operating loss improved 37.3% year-over-year, primarily driven by growth in our warehousing and leasing businesses.
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Consolidated Liquidity, Capital Resources, and Earnings Guidance
Cash Flow Sources (Uses) 1
 Year-to-Date December 31,
 20252024Change
(In thousands)
Net cash provided by operating activities$1,266,647 $799,063 $467,584 
Net cash used in investing activities(520,394)(759,122)238,728 
Net cash used in financing activities(807,743)(139,397)(668,346)
Net decrease in cash, restricted cash, and equivalents 2
$(61,490)$(99,456)$37,966 
Net capital expenditures$(503,419)$(565,227)$61,808 
1For information regarding comparability of the reported results due to acquisitions, refer to footnote 1 of the Condensed Consolidated Statements of Comprehensive Income in the schedules following this release.
2"Net decrease in cash, restricted cash, and equivalents" is derived from changes within "Cash and cash equivalents," "Cash and cash equivalents – restricted," and the long-term portion of restricted cash included in "Other long-term assets" in the condensed consolidated balance sheets.
Liquidity and Capitalization — As of December 31, 2025, we had a balance of $1.1 billion of unrestricted cash and available liquidity and $7.1 billion of stockholders' equity. The face value of our debt, net of unrestricted cash ("Net Debt") was $2.1 billion as of December 31, 2025. Free Cash Flow3 for the year ended December 31, 2025, was $763.2 million, reflecting $1.3 billion in operating cash flows and $503.4 million of cash capital expenditures, net of disposal proceeds. Note that operating cash flows for 2025 were increased by $478.2 million in sales proceeds funded under the new accounts receivable securitization program upon its closing on December 31, 2025, as further discussed below. From a financing perspective, during 2025 we paid down $380 million of outstanding term loan balances, $147.5 million in finance lease liabilities, and $161.6 million on operating lease liabilities. Additionally, we had $65.2 million of net borrowings on our 2025 Revolver and prior accounts receivable securitization after giving effect for the $478.2 million payoff and termination of the prior accounts receivable securitization agreement on December 31, 2025, as discussed below.
On December 31, 2025, the Company entered into a new $575 million accounts receivable securitization facility via the Receivables Purchase Agreement (the "2025 RPA"), replacing the Company's previous $575 million securitization facility first entered into in 2013, as amended and restated through October 2025 (the "A&R RPA"). Replacing the A&R RPA, which was treated as a financing secured by receivables, with the 2025 RPA, which is treated as a sale of receivables, has the effect of removing the subject receivables and the former secured borrowing from the Company's balance sheet beginning December 31, 2025 and is expected to reduce expenses on a go-forward basis. Note that the payoff and termination of the prior debt facility with the sales proceeds under the new sales arrangement on December 31, 2025 had the effect of increasing operating cash flow for 2025 by the amount of the $478.2 million proceeds at closing, while the payoff of the prior debt facility is a cash outflow for financing activities and reduces the net borrowings from working capital facilities for 2025 by the same amount. Going forward, we would expect less pronounced impacts to the cash flow statement from this program as ongoing changes in the size of the pool of receivables in the ordinary course of business are expected to be less than the initial proceeds funded at closing for the outstanding pool of receivables.
Equipment and Capital Expenditures — Gain on sale of operating assets was $16.8 million in the fourth quarter of 2025, compared to $12.6 million in the same quarter of 2024. The average age of the tractor fleet within our Truckload segment was 2.7 years in the fourth quarter of 2025, compared to 2.6 years in the same quarter of 2024. The average age of the tractor fleet within our LTL segment was 3.8 years in the fourth quarter of 2025 and 4.2 years in the same quarter of 2024. We expect net cash capital expenditures for full-year 2026 will be in the range of $625 million - $675 million, with the projected year-over-year increase primarily due to an expected reduction in proceeds from sale. Our expected net cash capital expenditures primarily represent replacements of existing tractors and trailers and investments in our terminal network, driver amenities, and technology, and exclude acquisitions.
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3See GAAP to non-GAAP reconciliations in the schedules following this release.
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Guidance — We expect that Adjusted EPS1 will range from $0.28 to $0.32 for the first quarter of 2026. In general, this guidance for the first quarter assumes current conditions remain fairly stable and we experience the typical seasonal slowing in the truckload market while the LTL market sees modest volume recovery. Our expected Adjusted EPS1 range is based on the current truckload, LTL, and general market conditions, recent trends, and the current beliefs, assumptions, and expectations of management, as follows:
Truckload
•Truckload Segment revenue down slightly with operating margins relatively stable year-over-year in first quarter,
•Tractor count stable sequentially.
LTL
•LTL Segment revenue, excluding fuel surcharge, growth between 5% - 10% year-over-year in first quarter, driven by shipment count growth and yield improvement,
•Similar Adjusted Operating Ratio as prior year first quarter.
Logistics
•Logistics Segment revenue down low single-digit percent year-over-year in first quarter,
•Adjusted Operating Ratio stable sequentially.
Intermodal
•Intermodal Segment load count flat year-over-year in first quarter,
•Adjusted Operating Ratio fairly stable sequentially.
All Other
•All Other Segments operating income, before including the $11.7 million quarterly intangible asset amortization, approximately $22 million to $26 million in first quarter.
Additional
•Gain on sale to be in the range of $7 million to $12 million in first quarter,
•Net interest expense declines modestly sequentially in first quarter,
•"Other income, net" below the line expected to be roughly break-even in first quarter
•Net cash capital expenditures for full-year 2026 expected range of $625 million - $675 million, with the year-over-year increase largely due to lower anticipated proceeds from sale,
•Expected effective tax rate on adjusted income before taxes of approximately 25% to 26% for first quarter and for full year 2026.
The factors described under "Forward-Looking Statements," among others, could cause actual results to materially vary from this guidance. Further, we cannot estimate on a forward-looking basis, the impact of certain income and expense items on our earnings per share, because these items, which could be significant, may be infrequent, are difficult to predict, and may be highly variable. As a result, we do not provide a corresponding GAAP measure for, or reconciliation to, our Adjusted EPS1 guidance.
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1Our calculation of Adjusted EPS starts with GAAP diluted earnings per share and adds back the after-tax impact of intangible asset amortization (which is expected to be approximately $0.35 for full-year 2026), as well as non-cash impairments and certain other unusual items, if any.
Conference Call
Knight-Swift will host a conference call to discuss the earnings release, the results of operations, and other matters following its earnings press release on Wednesday, January 21, 2026, at 4:30 p.m. EDT. An online, real-time webcast of the quarterly conference call will be available on the Company's website at investor.knight-swift.com. Please note that since the call is expected to begin promptly as scheduled, you will need to join a few minutes before that time. Slides to accompany this call will also be posted on the Company’s website and will be available to download just before the scheduled conference call. To view the slides or listen to the webcast, please visit investor.knight-swift.com, "Knight-Swift Q4 2025 Earnings."
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Other Information
About Knight-Swift
Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple full truckload, LTL, intermodal, and logistics services. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating one of the country's largest tractor fleets, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.
Investor Relations Contact Information
Adam Miller, Chief Executive Officer, Andrew Hess, Chief Financial Officer, or Brad Stewart, Treasurer & SVP Investor Relations: (602) 606-6349
Forward-Looking Statements
This press release contains statements that may constitute forward-looking statements, usually identified by words such as "anticipates," "believes," "estimates," "plans,'' "projects," "expects," "hopes," "intends," "strategy," "design", ''focus," "outlook," "foresee," "will," "could," "should," "may," "feel", "goal," "opportunity," "continue," or similar expressions. Such statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation: any projections of or guidance regarding earnings, earnings per share, Adjusted EPS, revenues, expenses, cash flows, dividends, share repurchases, leverage ratio, capital expenditures (including the nature and funding thereof), gain on sale, tax rates, capital structure, capital allocation, liquidity, or other financial items; any statement of plans, strategies, and objectives of management for future operations; any statements concerning proposed acquisition plans, new services, or growth strategies or opportunities; any statements regarding future economic, industry, or Company conditions, environment, or performance, including, without limitation, expectations regarding future trade policy or tariffs, supply or demand, volume, capacity, rates, costs, inflation, or seasonality; future performance or growth of any of our reportable segments, including expected revenues, costs, utilization, or rates within our Truckload segment, expected network, door count, volumes, capacity, revenue, costs, or margin within our LTL segment, expected freight portfolio, pricing, profitability, or return on capital assets within our Logistics segment, and expected pricing, costs, freight portfolio, equipment utilization, or volumes within our Intermodal segment; any statements under “Guidance”; and any statements of belief and any statement of assumptions underlying any of the foregoing. 
Forward-looking statements are inherently uncertain, and are based upon the current beliefs, assumptions, and expectations of management and current market conditions, which are subject to significant risks and uncertainties as set forth in the Risk Factors section of Knight-Swift's Annual Report on Form 10-K for the year ended December 31, 2024, and various disclosures in our press releases, stockholder reports, and Current Reports on Form 8-K. If the risks or uncertainties ever materialize, or the beliefs, assumptions, or expectations prove incorrect, our business and results of operations may differ materially from those expressed or implied by such forward-looking statements. The forward-looking statements in this press release speak only as of the date hereof, and we disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
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Financial Statements
Condensed Consolidated Statements of Comprehensive Income (Unaudited) 1
Quarter Ended December 31,Year-to-Date December 31,
 2025202420252024
(In thousands, except per share data)
Revenue:
Revenue, excluding truckload and LTL fuel surcharge$1,666,022 $1,676,549 $6,692,075 $6,611,957 
Truckload and LTL fuel surcharge
190,308 187,732 777,614 798,121 
Total revenue1,856,330 1,864,281 7,469,689 7,410,078 
Operating expenses:
Salaries, wages, and benefits724,382 710,844 2,955,901 2,821,987 
Fuel206,187 200,495 838,806 871,146 
Operations and maintenance133,594 131,581 548,373 546,883 
Insurance and claims91,105 101,258 385,108 415,652 
Operating taxes and licenses32,910 33,582 135,064 127,505 
Communications7,515 6,944 29,326 31,152 
Depreciation and amortization of property and equipment178,016 178,209 711,069 717,522 
Amortization of intangibles19,246 19,271 76,984 75,280 
Rental expense39,124 42,417 166,833 171,665 
Purchased transportation301,443 311,520 1,128,845 1,170,806 
Impairments52,891 8,145 98,308 19,012 
Miscellaneous operating expenses43,460 42,062 179,010 198,080 
Total operating expenses1,829,873 1,786,328 7,253,627 7,166,690 
Operating income26,457 77,953 216,062 243,388 
Other income (expenses):
Interest income2,150 3,712 10,910 16,556 
Interest expense(39,780)(45,042)(161,795)(171,158)
Other income, net2,319 43,211 30,145 60,260 
Total other (expenses) income, net(35,311)1,881 (120,740)(94,342)
(Loss) income before income taxes(8,854)79,834 95,322 149,046 
Income tax (benefit) expense(1,916)10,707 29,768 32,960 
Net (loss) income(6,938)69,127 65,554 116,086 
Net loss attributable to noncontrolling interest141 370 392 1,540 
Net (loss) income attributable to Knight-Swift$(6,797)$69,497 $65,946 $117,626 
Other comprehensive (loss) income(532)(610)(274)388 
Comprehensive (loss) income$(7,329)$68,887 $65,672 $118,014 
(Loss) Earnings per share:
Basic$(0.04)$0.43 $0.41 $0.73 
Diluted$(0.04)$0.43 $0.41 $0.73 
Dividends declared per share:$0.18 $0.16 $0.72 $0.64 
Weighted average shares outstanding:
Basic162,339 161,894 162,188 161,738 
Diluted162,884 162,392 162,611 162,173 
_________
1The reported results do not include the results of operations of DHE prior to its acquisition by Knight-Swift on July 30, 2024 in accordance with the accounting treatment applicable to the transaction.
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9

Condensed Consolidated Balance Sheets (Unaudited)
December 31, 2025December 31, 2024
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents$220,420 $218,261 
Cash and cash equivalents – restricted82,381 147,684 
Trade receivables, net of allowance for doubtful accounts of $30,647 and $37,797, respectively 1
305,324 803,696 
Contract balance – revenue in transit9,642 7,238 
Prepaid expenses113,985 123,089 
Assets held for sale72,985 82,993 
Income tax receivable45,895 37,260 
Other current assets36,894 28,520 
Total current assets887,526 1,448,741 
Property and equipment, net4,717,725 4,703,385 
Operating lease right-of-use assets314,571 372,841 
Goodwill3,934,741 3,962,142 
Intangible assets, net1,935,699 2,057,044 
Other long-term assets165,174 154,379 
Total assets$11,955,436 $12,698,532 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$200,835 $329,697 
Accrued payroll and purchased transportation194,910 194,875 
Accrued liabilities66,638 64,100 
Claims accruals – current portion246,882 249,953 
Finance lease liabilities and long-term debt – current portion
194,406 288,428 
Operating lease liabilities – current portion127,538 120,715 
Accounts receivable securitization – current portion 1
— 458,983 
Total current liabilities1,031,209 1,706,751 
Revolving line of credit626,000 232,000 
Long-term debt – less current portion
1,027,793 1,445,313 
Finance lease liabilities – less current portion502,042 457,303 
Operating lease liabilities – less current portion207,788 274,549 
Claims accruals – less current portion359,546 335,880 
Deferred tax liabilities904,075 919,814 
Other long-term liabilities205,117 210,117 
Total liabilities4,863,570 5,581,727 
Stockholders’ equity:
Common stock1,623 1,619 
Additional paid-in capital4,480,725 4,446,726 
Accumulated other comprehensive loss(716)(442)
Retained earnings2,600,822 2,661,064 
Total Knight-Swift stockholders' equity7,082,454 7,108,967 
Noncontrolling interest9,412 7,838 
Total stockholders’ equity7,091,866 7,116,805 
Total liabilities and stockholders’ equity$11,955,436 $12,698,532 
1Effective December 31, 2025, the Company entered into the 2025 RPA replacing the A&R RPA. Replacing the A&R RPA, which was treated as a financing secured by receivables, with the 2025 RPA, which is treated as a sale of receivables, has the effect of removing the subject receivables and the former secured borrowing obligation from the Company’s balance sheet beginning December 31, 2025.

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10

Segment Operating Statistics (Unaudited)
Quarter Ended December 31,Year-to-Date December 31,
20252024Change20252024Change
Truckload
Average revenue per tractor
$50,893 $49,726 2.3 %$199,897 $193,436 3.3 %
Non-paid empty miles percentage13.7 %13.9 %(20  bps)13.9 %14.0 %(10) bps
Average length of haul (miles)362 377 (4.0 %)368 383 (3.9 %)
Miles per tractor20,951 20,702 1.2 %83,650 81,563 2.6 %
Average tractors21,175 22,208 (4.7 %)21,428 22,791 (6.0 %)
Average trailers 1
83,983 90,030 (6.7 %)84,851 89,487 (5.2 %)
LTL 2 3
Shipments per day22,340 21,870 2.1 %23,923 20,756 15.3 %
Weight per shipment (pounds)1,001 1,004 (0.3 %)993 1,005 (1.2 %)
Average length of haul (miles)680 605 12.4 %665 589 12.9 %
Revenue per shipment$216.20 $205.86 5.0 %$213.61 $202.67 5.4 %
Revenue xFSC per shipment$186.64 $178.23 4.7 %$184.83 $174.10 6.2 %
Revenue per hundredweight$21.59 $20.50 5.3 %$21.52 $20.17 6.7 %
Revenue xFSC per hundredweight$18.64 $17.75 5.0 %$18.62 $17.33 7.4 %
Average tractors 4
4,217 3,762 12.1 %4,164 3,569 16.7 %
Average trailers 5
11,272 10,775 4.6 %11,057 9,564 15.6 %
Logistics
Revenue per load - Brokerage only
$1,989 $2,074 (4.1 %)$1,983 $1,894 4.7 %
Gross margin - Brokerage only15.5 %17.3 %(180  bps)17.5 %17.5 %—  bps
Intermodal
Average revenue per load
$2,636 $2,565 2.8 %$2,615 $2,590 1.0 %
Load count36,285 38,607 (6.0 %)139,553 149,512 (6.7 %)
Average tractors583 614 (5.0 %)595 615 (3.3 %)
Average containers12,533 12,556 (0.2 %)12,539 12,572 (0.3 %)
1Fourth quarter 2025 and 2024 includes 10,314 and 9,504 trailers, respectively, related to leasing activities recorded within our All Other Segments. The year-to-date period ending December 31, 2025 and 2024 includes 9,671 and 8,769 trailers, respectively, related to leasing activities recorded within our All Other Segments. Starting with the fourth quarter of 2025, the Company is excluding its chassis trailers from its average trailer calculation. Prior period information has been recast for comparability.
2Refer to Condensed Consolidated Statements of Comprehensive Income — footnote 1.
3Operating statistics within the LTL segment exclude dedicated and other businesses.
4Our LTL tractor fleet includes 649 and 638 tractors from ACT's dedicated and other businesses for the fourth quarter of 2025 and 2024, respectively. Our LTL tractor fleet includes 663 and 619 tractors from ACT's dedicated and other businesses for the year-to-date period ending December 31, 2025 and 2024, respectively.
5Our LTL trailer fleet includes 1,227 and 1,009 trailers from ACT's dedicated and other businesses for the fourth quarter of 2025 and 2024, respectively. Our LTL trailer fleet includes 1,129 and 876 trailers from ACT's dedicated and other businesses for the year-to-date period ending December 31, 2025 and 2024, respectively.
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11

Non-GAAP Financial Measures and Reconciliations
The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted Operating Income," "Adjusted Operating Expenses," "Adjusted EPS," "Adjusted Operating Ratio," and "Free Cash Flow," as we define them, are not presented in accordance with GAAP. These financial measures supplement our GAAP results in evaluating certain aspects of our business. We believe that using these measures improves comparability in analyzing our performance because they remove the impact of items from our operating results that, in our opinion, do not reflect our core operating performance. Management and the board of directors focus on Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio as key measures of our performance, all of which are reconciled to the most comparable GAAP financial measures and further discussed below. Management and the board of directors use Free Cash Flow as a key measure of our liquidity. Free Cash Flow does not represent residual cash flow available for discretionary expenditures. We believe our presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts the same information that we use internally for purposes of assessing our core operating performance.
Adjusted Net Income Attributable to Knight-Swift, Adjusted Operating Income, Adjusted Operating Expenses, Adjusted EPS, Adjusted Operating Ratio, and Free Cash Flow, are not substitutes for their comparable GAAP financial measures, such as net income, cash flows from operating activities, operating margin, or other measures prescribed by GAAP. There are limitations to using non-GAAP financial measures. Although we believe that they improve comparability in analyzing our period to period performance, they could limit comparability to other companies in our industry if those companies define these measures differently. Because of these limitations, our non-GAAP financial measures should not be considered measures of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.

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12

Non-GAAP Reconciliation (Unaudited):
Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 2
Quarter Ended December 31,Year-to-Date December 31,
2025202420252024
GAAP Presentation(Dollars in thousands)
Total revenue$1,856,330 $1,864,281 $7,469,689 $7,410,078 
Total operating expenses(1,829,873)(1,786,328)(7,253,627)(7,166,690)
Operating income$26,457 $77,953 $216,062 $243,388 
Operating ratio98.6 %95.8 %97.1 %96.7 %
Non-GAAP Presentation
Total revenue$1,856,330 $1,864,281 $7,469,689 $7,410,078 
Truckload and LTL fuel surcharge(190,308)(187,732)(777,614)(798,121)
Revenue, excluding truckload and LTL fuel surcharge1,666,022 1,676,549 6,692,075 6,611,957 
Total operating expenses1,829,873 1,786,328 7,253,627 7,166,690 
Adjusted for:
Truckload and LTL fuel surcharge(190,308)(187,732)(777,614)(798,121)
Amortization of intangibles 3
(19,430)(19,669)(78,229)(75,945)
Impairments 4
(52,891)(8,145)(98,308)(19,012)
Legal accruals 5
(471)(366)(1,241)(2,560)
Transaction fees 6
— — — (602)
Severance expense 7
(1,303)— (3,005)(7,219)
Change in fair value of deferred earnout 8
— — — 859 
Adjusted Operating Expenses1,565,470 1,570,416 6,295,230 6,264,090 
Adjusted Operating Income$100,552 $106,133 $396,845 $347,867 
Adjusted Operating Ratio94.0 %93.7 %94.1 %94.7 %
1     Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio.
2    Refer to Condensed Consolidated Statements of Comprehensive Income — footnote 1.
3    "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT acquisition, the U.S. Xpress acquisition, and other acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the condensed consolidated statements of comprehensive income.
4    "Impairments" reflects the non-cash impairment:
•Fourth quarter 2025 impairments reflects the non-cash impairments of goodwill and intangible assets associated with Abilene Motor Express as a result of the decision to cease its operations and combine into our Swift business and certain revenue equipment as well as owned and lease real property (within the Truckload Segment). Third quarter 2025 impairments reflect the non-cash impairments of tradenames associated with the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand (within the LTL segment), as well as certain discontinued software projects (within the Intermodal Segment), and certain real property leases (within the Truckload Segment). Second quarter 2025 impairments reflects non-cash impairments related to certain real property owned and leased (within the Truckload Segment). First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment).
•2024 non-cash impairments of building improvements, certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment, LTL Segment, and All Other Segments).
5    "Legal accruals" are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following:
•Fourth quarter and year-to-date 2025 legal expense reflects the net increased estimated exposure for accrued legal matters based on recent settlement agreements.
•Year-to-date 2024 legal expense reflects the increased estimated exposures for accrued legal matters based on recent settlement agreements.
6    "Transaction fees" reflects certain legal and professional fees associated with the July 30, 2024 acquisition of DHE. The transaction fees are included within "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.
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13

7    "Severance expense" is included within "Salaries, wages, and benefits" in the condensed consolidated statements of comprehensive income.
8    "Change in fair value of deferred earnout" reflects the benefit for the change in fair value of a deferred earnout related to various acquisitions, which is recorded in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.
Non-GAAP Reconciliation (Unaudited):
Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2
Quarter Ended December 31,Year-to-Date December 31,
2025202420252024
(Dollars in thousands, except per share data)
GAAP: Net (loss) income attributable to Knight-Swift$(6,797)$69,497 $65,946 $117,626 
Adjusted for:
Income tax (benefit) expense attributable to Knight-Swift(1,916)10,707 29,768 32,960 
(Loss) income before income taxes attributable to Knight-Swift(8,713)80,204 95,714 150,586 
Amortization of intangibles 3
19,430 19,669 78,229 75,945 
Impairments 4
52,891 8,145 98,308 19,012 
Legal accruals 5
471 366 1,241 2,560 
Transaction fees 6
— — — 602 
Severance expense 7
1,303 — 3,005 7,219 
Change in fair value of deferred earnout 8
— — — (859)
Loss on investment 9
— — — 12,107 
Write-off of deferred debt issuance costs 10
840 — 2,860 — 
USX purchase price obligation mark to market adjustment 11
— (36,617)— (36,617)
Adjusted income before income taxes66,222 71,767 279,357 230,555 
Provision for income tax expense at effective rate 12
(15,316)(13,278)(74,619)(58,470)
Non-GAAP: Adjusted Net Income Attributable to Knight-Swift$50,906 $58,489 $204,738 $172,085 
Note: Because the numbers reflected in the table below are calculated on a per share basis, they may not foot due to rounding.
Quarter Ended December 31,Year-to-Date December 31,
2025202420252024
GAAP: (Loss) earnings per diluted share$(0.04)$0.43 $0.41 $0.73 
Adjusted for:
Income tax (benefit) expense attributable to Knight-Swift(0.01)0.07 0.18 0.20 
(Loss) income before income taxes attributable to Knight-Swift(0.05)0.49 0.59 0.93 
Amortization of intangibles 3
0.12 0.12 0.48 0.47 
Impairments 4
0.32 0.05 0.61 0.12 
Legal accruals 5
— — 0.01 0.02 
Transaction fees 6
— — — — 
Severance expense 7
0.01 — 0.02 0.04 
Change in fair value of deferred earnout 8
— — — (0.01)
Loss on investment 9
— — — 0.07 
Write-off of deferred debt issuance costs 10
0.01 — 0.02 — 
USX purchase price obligation mark to market adjustment 11
— (0.23)— (0.23)
Adjusted income before income taxes0.41 0.44 1.72 1.42 
Provision for income tax expense at effective rate 12
(0.09)(0.08)(0.46)(0.36)
Non-GAAP: Adjusted EPS$0.31 $0.36 $1.26 $1.06 
1Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift and consolidated GAAP diluted earnings per share to non-GAAP consolidated Adjusted EPS.
2Refer to Condensed Consolidated Statements of Comprehensive Income — footnote 1.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
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5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5.
6Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6.
7Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7.
8Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 8.
9"Loss on investment" reflects the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024 and is recorded within the All Other Segments.
10"Write-off of deferred debt issuance costs" was incurred from replacing the 2021 Debt Agreement and 2023 Debt Agreement with the 2025 Debt Agreement, as well as replacing the A&R RPA with the 2025 RPA.
11Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress.
12For the fourth quarter of 2025, an adjusted effective tax rate of 23.1% was applied in our Adjusted EPS calculation. For the year-to-date period ending December 31, 2025, an adjusted effective tax rate of 26.7% was applied in our Adjusted EPS calculation. For the fourth quarter of 2024, an adjusted effective tax rate of 18.5% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending December 31, 2024, an adjusted effective tax rate of 25.4% was applied in our adjusted EPS calculation to exclude certain discrete items.
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15

Non-GAAP Reconciliation (Unaudited):
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1

Quarter Ended December 31,Year-to-Date December 31,
Truckload Segment2025202420252024
GAAP Presentation(Dollars in thousands)
Total revenue$1,221,814 $1,249,533 $4,865,034 $5,034,941 
Total operating expenses(1,200,503)(1,173,174)(4,717,802)(4,866,596)
Operating income$21,311 $76,359 $147,232 $168,345 
Operating ratio98.3 %93.9 %97.0 %96.7 %
Non-GAAP Presentation
Total revenue$1,221,814 $1,249,533 $4,865,034 $5,034,941 
Fuel surcharge(144,058)(145,096)(581,081)(625,739)
Intersegment transactions(104)(127)(555)(590)
Revenue, excluding fuel surcharge and intersegment transactions1,077,652 1,104,310 4,283,398 4,408,612 
Total operating expenses1,200,503 1,173,174 4,717,802 4,866,596 
Adjusted for:
Fuel surcharge(144,058)(145,096)(581,081)(625,739)
Intersegment transactions(104)(127)(555)(590)
Amortization of intangibles 2
(1,774)(1,774)(7,099)(7,099)
Impairments 3
(52,891)(7,470)(67,054)(17,132)
Legal accruals 4
— (366)(82)(702)
Severance 5
(763)— (1,388)(1,466)
Adjusted Operating Expenses1,000,913 1,018,341 4,060,543 4,213,868 
Adjusted Operating Income$76,739 $85,969 $222,855 $194,744 
Adjusted Operating Ratio92.9 %92.2 %94.8 %95.6 %
1     Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2    "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S. Xpress acquisition.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7.
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16

Non-GAAP Reconciliation (Unaudited):
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 — (Continued)


Quarter Ended December 31,Year-to-Date December 31,
LTL Segment 2
2025202420252024
GAAP Presentation(Dollars in thousands)
Total revenue$344,752 $321,535 $1,478,508 $1,235,547 
Total operating expenses(335,092)(312,037)(1,439,514)(1,148,157)
Operating income$9,660 $9,498 $38,994 $87,390 
Operating ratio97.2 %97.0 %97.4 %92.9 %
Non-GAAP Presentation
Total revenue$344,752 $321,535 $1,478,508 $1,235,547 
Fuel surcharge(46,250)(42,636)(196,533)(172,382)
Revenue, excluding fuel surcharge298,502 278,899 1,281,975 1,063,165 
Total operating expenses335,092 312,037 1,439,514 1,148,157 
Adjusted for:
Fuel surcharge(46,250)(42,636)(196,533)(172,382)
Amortization of intangibles 3
(4,830)(5,044)(19,826)(17,447)
Impairments 4
— (674)(28,800)(674)
Adjusted Operating Expenses284,012 263,683 1,194,355 957,654 
Adjusted Operating Income$14,490 $15,216 $87,620 $105,511 
Adjusted Operating Ratio95.1 %94.5 %93.2 %90.1 %
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2Refer to Condensed Consolidated Statements of Comprehensive Income — footnote 1.
3"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the ACT, MME, and DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
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Non-GAAP Reconciliation (Unaudited):
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 — (Continued)
Quarter Ended December 31,Year-to-Date December 31,
Logistics Segment2025202420252024
GAAP Presentation(Dollars in thousands)
Revenue$159,971 $167,991 $570,294 $570,001 
Total operating expenses(154,439)(158,595)(547,235)(546,689)
Operating income$5,532 $9,396 $23,059 $23,312 
Operating ratio96.5 %94.4 %96.0 %95.9 %
Non-GAAP Presentation
Revenue$159,971 $167,991 $570,294 $570,001 
Total operating expenses154,439 158,595 547,235 546,689 
Adjusted for:
Amortization of intangibles 2
(1,164)(1,164)(4,656)(4,656)
Adjusted Operating Expenses153,275 157,431 542,579 542,033 
Adjusted Operating Income$6,696 $10,560 $27,715 $27,968 
Adjusted Operating Ratio95.8 %93.7 %95.1 %95.1 %

Quarter Ended December 31,Year-to-Date December 31,
Intermodal Segment2025202420252024
GAAP Presentation(Dollars in thousands)
Revenue$95,663 $99,040 $364,914 $387,232 
Total operating expenses(95,764)(100,486)(372,554)(396,690)
Operating loss$(101)$(1,446)$(7,640)$(9,458)
Operating ratio100.1 %101.5 %102.1 %102.4 %
Non-GAAP Presentation
Revenue$95,663 $99,040 $364,914 $387,232 
Total operating expenses95,764 100,486 372,554 396,690 
Adjusted for:
Impairments 3
— — (2,454)— 
Adjusted Operating Expenses95,764 100,486 370,100 396,690 
Adjusted Operating Loss$(101)$(1,446)$(5,186)$(9,458)
Adjusted Operating Ratio100.1 %101.5 %101.4 %102.4 %
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2    "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the U.S. Xpress and UTXL acquisitions.
3    Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
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Non-GAAP Reconciliation (Unaudited):
Free Cash Flow 1
Year-to-Date December 31, 2025
GAAP: Cash flows from operations$1,266,647 
Adjusted for:
Proceeds from sale of property and equipment, including assets held for sale291,973 
Purchases of property and equipment(795,392)
Non-GAAP: Free cash flow$763,228 
1Pursuant to the requirements of Regulation G, this table reconciles GAAP cash flows from operations to non-GAAP Free Cash Flow.
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19
Fourth Quarter 2025 Earnings Exhibit 99.2

 
2 This presentation, including documents incorporated herein by reference, will contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. Please review our disclosures in filings with the United States Securities and Exchange Commission. Non-GAAP Financial Data This presentation includes the use of adjusted operating income, operating ratio, adjusted operating ratio, adjusted earnings per share, adjusted income before taxes and adjusted operating expenses, which are financial measures that are not in accordance with United States generally accepted accounting principles (“GAAP”). Each such measure is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors and lenders. While management believes such measures are useful for investors, they should not be used as a replacement for financial measures that are in accordance with GAAP. In addition, our use of these non-GAAP measures should not be interpreted as indicating that these or similar items could not occur in future periods. In addition, adjusted operating ratio excludes truckload and LTL segment fuel surcharges from revenue and nets these surcharges against fuel expense. Disclosure

 
3 Key 2026 Priorities Supporting Our Long-Term Strategic Goals Truckload - Enhance customer value, leverage scale, improve returns through the cycles • Prepare to leverage our scale and flexibility in an improving market to capture an outsized share of market opportunities to grow volumes, rates, and expand margins at industry-leading levels • Lower cost-to-serve through technology-enabled automation, network optimization, and durable structural changes • Strengthen cross-brand network alignment & planning to fully leverage the network - improving utilization, asset turns, and lane balance Less-Than-Truckload - Continue to grow into the expanded network while expanding margins • Utilize expanded coverage map and unified ACT brand to build network density to capture volume through bid awards with a focus on growing length of haul and sustaining strong price discipline • Improve cost per shipment, both labor and other operating expenses, through focused productivity initiatives • Deploy technology enabled tools across the network to improve service, productivity, and operational costs • Enhance our national linehaul network design to align with current tonnage flow patterns to drive productivity Logistics - Reducing transaction costs through automation, disciplined freight composition, and optimized resource deployment Intermodal - Advance the path to profitability via new volume growth, disciplined pricing, network balance, and reliable service Leverage our cross-brand scale to deliver integrated, customer-focused solutions Remain agile to capture opportunities and deliver customer value

 
4 Q4 2025 Comparative Results 1,864 1,856 4Q24 4Q25 Total Revenue (0.4%) 1,677 1,666 4Q24 4Q25 Revenue xFSC (0.6%) 78 26 4Q24 4Q25 Operating Income (66.1%) 106 101 4Q24 4Q25 Adj. Operating Inc. 1 (5.3%) Net Income 58 51 4Q24 4Q25 Adj. Net Income 1 (13.0%) Earnings Per Share $0.36 $0.31 4Q24 4Q25 Adj. EPS 1 In m ill io ns In m ill io ns In m ill io ns (13.9%) Revenue and Adjusted Operating Income stable in a market undergoing change 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation (Adjusted Net Income / EPS uses normalized tax rate) 69 4Q24 4Q25 (109.8)% 4Q24 4Q25 (109.3)% (7) $0.43 $(0.04) GAAP results include $52.9M impairment primarily related to combining Abilene Motor Express into the Swift business

 
5 $1,077.7M $76.7M 92.9% ~15,200 irregular route and ~6,000 dedicated tractors $298.5M $14.5M 95.1% 178 service centers ~6,700 door count $160.0M $6.7M 95.8% Gross margin 15.5% $95.7M ($0.1M) 100.1% 583 tractors 12,533 containers 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation 2 Excludes Trucking and LTL fuel Surcharge and intersegment transactions Q4 2025 Revenue Diversification Q4 2025 Segment Overview Enhancing revenue synergy opportunities across brands OTR 46% / Dedicated 18% LTL 18% Truckload 64% Lo gis tic s 9 % Interm odal 6 % Other 3% Revenue xFSC2 Adjusted Op Income1 Adjusted OR1 Truckload Less-than- Truckload Logistics Intermodal KNX 1.7B2

 
6 (Dollars in millions) Revenue xFSC $1,077.7 $1,104.3 (2.4 %) Operating income $21.3 $76.4 (72.1 %) Adjusted Operating Income 1 $76.7 $86.0 (10.7 %) Operating ratio 98.3% 93.9% 440 bps Adjusted Operating Ratio 1 92.9% 92.2% 70 bps Truckload Financial Metrics • Adjusted Operating Ratio improved 330 bps vs Q3 2025 • Legacy Truckload operated at 91.6% Adjusted OR • Miles per tractor improved 1.2% year-over-year as we continue to improve asset utilization • U.S. Xpress improves Adjusted Operating Ratio 430 bps year- over-year • Integrating Abilene trucking operations into our Swift business to drive efficiency and enhance productivity • Expanding AI-enabled initiatives and cost take-out programs as we move into 2026 Average revenue per tractor $50,893 $49,726 2.3 % Average tractors 21,175 22,208 (4.7 %) Average trailers 2 83,983 90,030 (6.7 %) Miles per tractor 20,951 20,702 1.2 % Operating Performance - Truckload U.S. Xpress posts best operating margin since acquisition Q4 2025 Q4 2024 Change Truckload Operating Statistics Q4 2025 Q4 2024 Change 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. 2 Starting with the fourth quarter of 2025, the Company is excluding its chassis trailers from its average trailer calculation. Prior period information has been recast for comparability.

 
7 LTL shipments per day 22,340 21,870 2.1 % LTL weight per shipment 1,001 1,004 (0.3 %) LTL revenue xFSC per hundredweight $18.64 $17.75 5.0 % LTL revenue xFSC per shipment $186.64 $178.23 4.7 % Operating Performance - Less-Than-Truckload Grew revenue year-over-year despite muted demand (Dollars in millions) Revenue xFSC $298.5 $278.9 7.0 % Operating income $9.7 $9.5 1.7 % Adjusted Operating Income 1 $14.5 $15.2 (4.8 %) Operating ratio 97.2% 97.0% 20 bps Adjusted Operating Ratio 1 95.1% 94.5% 60 bps LTL Financial Metrics LTL Operating Statistics 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. • Revenue xFSC increased 7.0% year-over-year driven by 2.1% shipment growth and 5.0% year-over-year increase in LTL Revenue xFSC per hundredweight • 60 bps year-over-year deterioration in OR as lower demand pressured cost per shipment • Near-term focus on driving both revenue and margin expansion in the business through strong service, disciplined pricing, and cost efficiency • Door count increased 10% in 2025 Q4 2025 Q4 2024 Change Q4 2025 Q4 2024 Change

 
8 • Gross margin 15.5% down 180 bps year-over-year reflecting tightening capacity • Revenue per load down (4.1%) year-over-year with load count up 13.1% sequentially in Q4 • Continue to enhance carrier qualifications to provide high quality capacity and cargo security • Implementing AI-technology solutions into the business model to drive additional demand capture and operational efficiencies Operating Performance - Logistics Implementing technology-enabled solutions to drive further operational efficiencies (Dollars in millions) Revenue ex intersegment $160.0 $168.0 (4.8 %) Operating income $5.5 $9.4 (41.1 %) Adjusted Operating Income 1 $6.7 $10.6 (36.6 %) Operating ratio 96.5% 94.4% 210 bps Adjusted Operating Ratio 1 95.8% 93.7% 210 bps Logistics Financial Metrics Revenue per load $1,989 $2,074 (4.1 %) Gross margin 15.5% 17.3% (180 bps) Logistics Operating Statistics 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. Q4 2025 Q4 2024 Change Q4 2025 Q4 2024 Change

 
9 • Operating Ratio improved 140 bps year-over-year driven by reductions in cost and improvements in network balance • Improved load count 2.6% sequentially from 3Q 2025 • Disciplined pricing generating 2.8% average revenue per load increase year-over-year Operating Performance - Intermodal Continued focus on building load count and optimizing network (Dollars in millions) Revenue ex intersegment $95.7 $99.0 (3.4 %) Operating loss $(0.1) $(1.4) 93.0 % Operating ratio 100.1% 101.5% (140 bps) Intermodal Financial Metrics Average revenue per load $2,636 $2,565 2.8 % Load count 36,285 38,607 (6.0 %) Average tractors 583 614 (5.0 %) Average containers 12,533 12,556 (0.2 %) Intermodal Operating Statistics Q4 2025 Q4 2024 Change Q4 2025 Q4 2024 Change 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation.

 
10 • Revenue increased 17.6% year-over-year and operating loss improved 37.3% YoY, driven primarily by strong performance in warehousing and equipment leasing • All Other Segments includes $11.7M in quarterly amortization of intangibles related to the 2017 merger with Knight and Swift and certain acquisitions Operating Performance - All Other Segments Revenue growth led by equipment leasing and warehousing operations (Dollars in millions) Revenue $52.6 $44.7 17.6 % Operating loss ($9.9) ($15.9) 37.3 % All Other Financial Metrics Q4 2025 Q4 2024 Change

 
11 EPS Guidance Expect Adjusted EPS to be in the range of $0.28 - $0.32 in Q1 2026 Truckload •Revenue xFSC down slightly year-over-year in Q1 •Operating margins stable year-over-year in Q1 •Tractor count stable sequentially in Q1 Guidance Assumptions Less-than- Truckload •Revenue xFSC growth between 5-10% year-over-year in Q1 driven by shipment count growth and yield improvement •Adjusted Operating Ratio similar to Q1 of prior year Logistics •Load count similar year-over-year in Q1 •Adjusted Operating Ratio stable sequentially in Q1, approximately break-even operating margins •Revenue down low single-digit % year-over-year in Q1 •Adjusted operating ratio remains stable with fourth quarter levels Intermodal •All Other segments operating income, excluding the $11.7M quarterly intangible amortization, approx. $22M to $26M in Q1 •Gain on sale to be in the range of $7M to $12M in Q1 •Non-Operating ‘Other Income, net’ expected to be roughly break even while net interest expense down slightly sequentially in Q1 •Net cash capital expenditures for the full year 2026 expected range of $625M - $675M •Effective tax rate on our adjusted results of approx. 25% to 26% for Q1 and the full year 2026 Other Areas

 
Appendix

 
13 Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 2 (Unaudited) Quarter Ended December 31, Year-to-Date December 31, 2025 2024 2025 2024 GAAP Presentation (Dollars in thousands) Total revenue $ 1,856,330 $ 1,864,281 $ 7,469,689 $ 7,410,078 Total operating expenses (1,829,873) (1,786,328) (7,253,627) (7,166,690) Operating income $ 26,457 $ 77,953 $ 216,062 $ 243,388 Operating ratio 98.6 % 95.8 % 97.1 % 96.7 % Non-GAAP Presentation Total revenue $ 1,856,330 $ 1,864,281 $ 7,469,689 $ 7,410,078 Truckload and LTL fuel surcharge (190,308) (187,732) (777,614) (798,121) Revenue, excluding truckload and LTL fuel surcharge 1,666,022 1,676,549 6,692,075 6,611,957 Total operating expenses 1,829,873 1,786,328 7,253,627 7,166,690 Adjusted for: Truckload and LTL fuel surcharge (190,308) (187,732) (777,614) (798,121) Amortization of intangibles 3 (19,430) (19,669) (78,229) (75,945) Impairments 4 (52,891) (8,145) (98,308) (19,012) Legal accruals 5 (471) (366) (1,241) (2,560) Transaction fees 6 — — — (602) Severance expense 7 (1,303) — (3,005) (7,219) Change in fair value of deferred earnout 8 — — — 859 Adjusted Operating Expenses 1,565,470 1,570,416 6,295,230 6,264,090 Adjusted Operating Income $ 100,552 $ 106,133 $ 396,845 $ 347,867 Adjusted Operating Ratio 94.0 % 93.7 % 94.1 % 94.7 % Non-GAAP Reconciliation

 
14 Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio (Unaudited) 1 Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio. 2 The reported results do not include the results of operations of the LTL division of DHE prior to its acquisition by Knight-Swift on July 30, 2024 in accordance with the accounting treatment applicable to the transaction. 3 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT acquisition, the U.S. Xpress acquisition, and other acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the condensed consolidated statements of comprehensive income. 4 "Impairments" reflects the non-cash impairment: • Fourth quarter 2025 impairments reflects the non-cash impairments of goodwill and intangible assets associated with Abilene Motor Express as a result of the decision to cease its operations and combine into our Swift business and certain revenue equipment as well as owned and lease real property (within the Truckload Segment). Third quarter 2025 impairments reflect the non-cash impairments of tradenames associated with the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand (within the LTL segment), as well as certain discontinued software projects (within the Intermodal Segment), and certain real property leases (within the Truckload Segment). Second quarter 2025 impairments reflects non-cash impairments related to certain real property owned and leased (within the Truckload Segment). First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment). • 2024 non-cash impairments of building improvements, certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment, LTL Segment, and All Other Segments). 5 "Legal accruals" are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following: • Fourth quarter and year-to-date 2025 legal expense reflects the net increased estimated exposure for accrued legal matters based on recent settlement agreements. • Year-to-date 2024 legal expense reflects the increased estimated exposures for accrued legal matters based on recent settlement agreements. 6 "Transaction fees" reflects certain legal and professional fees associated with the July 30, 2024 acquisition of DHE. The transaction fees are included within "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. 7 "Severance expense" is included within "Salaries, wages, and benefits" in the condensed consolidated statements of comprehensive income. 8 "Change in fair value of deferred earnout" reflects the benefit for the change in fair value of a deferred earnout related to various acquisitions, which is recorded in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. Non-GAAP Reconciliation

 
15 1 Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift. 2 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 2. 3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3. 4 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. 5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5. 6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6. 7 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7. 8 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 8. 9 "Loss on investment" reflects the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024 and is recorded within the All Other Segments. 10 "Write-off of deferred debt issuance costs" was incurred from replacing the 2021 Debt Agreement and 2023 Debt Agreement with the 2025 Debt Agreement, as well as replacing the A&R RPA with the 2025 RPA. 11 Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress. 12 For the fourth quarter of 2025, an adjusted effective tax rate of 23.1% was applied in our Adjusted EPS calculation. For the year-to-date period ending December 31, 2025, an adjusted effective tax rate of 26.7% was applied in our Adjusted EPS calculation. For the fourth quarter of 2024, an adjusted effective tax rate of 18.5% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending December 31, 2024, an adjusted effective tax rate of 25.4% was applied in our adjusted EPS calculation to exclude certain discrete items. Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 (Unaudited) Quarter Ended December 31, Year-to-Date December 31, 2025 2024 2025 2024 (Dollars in thousands, except per share data) GAAP: Net (loss) income attributable to Knight-Swift $ (6,797) $ 69,497 $ 65,946 $ 117,626 Adjusted for: Income tax (benefit) expense attributable to Knight-Swift (1,916) 10,707 29,768 32,960 (Loss) income before income taxes attributable to Knight-Swift (8,713) 80,204 95,714 150,586 Amortization of intangibles 3 19,430 19,669 78,229 75,945 Impairments 4 52,891 8,145 98,308 19,012 Legal accruals 5 471 366 1,241 2,560 Transaction fees 6 — — — 602 Severance expense 7 1,303 — 3,005 7,219 Change in fair value of deferred earnout 8 — — — (859) Loss on investment 9 — — — 12,107 Write-off of deferred debt issuance costs 10 840 — 2,860 — USX mark to market adjustment 11 — (36,617) — (36,617) Adjusted income before income taxes 66,222 71,767 279,357 230,555 Provision for income tax expense at effective rate 12 (15,316) (13,278) (74,619) (58,470) Non-GAAP: Adjusted Net Income Attributable to Knight-Swift $ 50,906 $ 58,489 $ 204,738 $ 172,085 Non-GAAP Reconciliation

 
16 Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 (Unaudited) Quarter Ended December 31, Year-to-Date December 31, 2025 2024 2025 2024 GAAP: (Loss) earnings per diluted share $ (0.04) $ 0.43 $ 0.41 $ 0.73 Adjusted for: Income tax (benefit) expense attributable to Knight-Swift (0.01) 0.07 0.18 0.20 (Loss) income before income taxes attributable to Knight-Swift (0.05) 0.49 0.59 0.93 Amortization of intangibles 3 0.12 0.12 0.48 0.47 Impairments 4 0.32 0.05 0.61 0.12 Legal accruals 5 — — 0.01 0.02 Transaction fees 6 — — — — Severance expense 7 0.01 — 0.02 0.04 Change in fair value of deferred earnout 8 — — — (0.01) Loss on investment 9 — — — 0.07 Write-off of deferred debt issuance costs 10 0.01 — 0.02 — USX mark to market adjustment 11 — (0.23) — (0.23) Adjusted income before income taxes 0.41 0.44 1.72 1.42 Provision for income tax expense at effective rate 12 (0.09) (0.08) (0.46) (0.36) Non-GAAP: Adjusted EPS $ 0.31 $ 0.36 $ 1.26 $ 1.06 Note: Because the numbers reflected in the table above are calculated on a per share basis, they may not foot due to rounding. 1 Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift. 2 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 2. 3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 3. 4 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 4. 5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 5. 6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 6. 7 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 7. 8 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 8. 9 "Loss on investment" reflects the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024 and is recorded within the All Other Segments. 10 "Write-off of deferred debt issuance costs" was incurred from replacing the 2021 Debt Agreement and 2023 Debt Agreement with the 2025 Debt Agreement, as well as replacing the A&R RPA with the 2025 RPA. 11 Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress. 12 For the fourth quarter of 2025, an adjusted effective tax rate of 23.1% was applied in our Adjusted EPS calculation. For the year-to-date period ending December 31, 2025, an adjusted effective tax rate of 26.7% was applied in our Adjusted EPS calculation. For the fourth quarter of 2024, an adjusted effective tax rate of 18.5% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending December 31, 2024, an adjusted effective tax rate of 25.4% was applied in our adjusted EPS calculation to exclude certain discrete items. djusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 (Unaudited) Non-GAAP Reconciliation

 
17 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended December 31, Year-to-Date December 31, Truckload Segment 2025 2024 2025 2024 GAAP Presentation (Dollars in thousands) Total revenue $ 1,221,814 $ 1,249,533 $ 4,865,034 $ 5,034,941 Total operating expenses (1,200,503) (1,173,174) (4,717,802) (4,866,596) Operating income $ 21,311 $ 76,359 $ 147,232 $ 168,345 Operating ratio 98.3 % 93.9 % 97.0 % 96.7 % Non-GAAP Presentation Total revenue $ 1,221,814 $ 1,249,533 $ 4,865,034 $ 5,034,941 Fuel surcharge (144,058) (145,096) (581,081) (625,739) Intersegment transactions (104) (127) (555) (590) Revenue, excluding fuel surcharge and intersegment transactions 1,077,652 1,104,310 4,283,398 4,408,612 Total operating expenses 1,200,503 1,173,174 4,717,802 4,866,596 Adjusted for: Fuel surcharge (144,058) (145,096) (581,081) (625,739) Intersegment transactions (104) (127) (555) (590) Amortization of intangibles 2 (1,774) (1,774) (7,099) (7,099) Impairments 3 (52,891) (7,470) (67,054) (17,132) Legal accruals 4 — (366) (82) (702) Severance 5 (763) — (1,388) (1,466) Adjusted Operating Expenses 1,000,913 1,018,341 4,060,543 4,213,868 Adjusted Operating Income $ 76,739 $ 85,969 $ 222,855 $ 194,744 Adjusted Operating Ratio 92.9 % 92.2 % 94.8 % 95.6 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S. Xpress acquisition. 3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. 4 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5. 5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7. Non-GAAP Reconciliation

 
18 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended December 31, Year-to-Date December 31, LTL Segment 2 2025 2024 2025 2024 GAAP Presentation (Dollars in thousands) Total revenue $ 344,752 $ 321,535 $ 1,478,508 $ 1,235,547 Total operating expenses (335,092) (312,037) (1,439,514) (1,148,157) Operating income $ 9,660 $ 9,498 $ 38,994 $ 87,390 Operating ratio 97.2 % 97.0 % 97.4 % 92.9 % Non-GAAP Presentation Total revenue $ 344,752 $ 321,535 $ 1,478,508 $ 1,235,547 Fuel surcharge (46,250) (42,636) (196,533) (172,382) Revenue, excluding fuel surcharge 298,502 278,899 1,281,975 1,063,165 Total operating expenses 335,092 312,037 1,439,514 1,148,157 Adjusted for: Fuel surcharge (46,250) (42,636) (196,533) (172,382) Amortization of intangibles 3 (4,830) (5,044) (19,826) (17,447) Impairments 4 — (674) (28,800) (674) Adjusted Operating Expenses 284,012 263,683 1,194,355 957,654 Adjusted Operating Income $ 14,490 $ 15,216 $ 87,620 $ 105,511 Adjusted Operating Ratio 95.1 % 94.5 % 93.2 % 90.1 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 2. 3 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the ACT, MME, and DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition. 4 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. Non-GAAP Reconciliation

 
19 Quarter Ended December 31, Year-to-Date December 31, Logistics Segment 2025 2024 2025 2024 GAAP Presentation (Dollars in thousands) Revenue $ 159,971 $ 167,991 $ 570,294 $ 570,001 Total operating expenses (154,439) (158,595) (547,235) (546,689) Operating income $ 5,532 $ 9,396 $ 23,059 $ 23,312 Operating ratio 96.5 % 94.4 % 96.0 % 95.9 % Non-GAAP Presentation Revenue $ 159,971 $ 167,991 $ 570,294 $ 570,001 Total operating expenses 154,439 158,595 547,235 546,689 Adjusted for: Amortization of intangibles 2 (1,164) (1,164) (4,656) (4,656) Adjusted Operating Expenses 153,275 157,431 542,579 542,033 Adjusted Operating Income $ 6,696 $ 10,560 $ 27,715 $ 27,968 Adjusted Operating Ratio 95.8 % 93.7 % 95.1 % 95.1 % Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the U.S. Xpress and UTXL acquisitions. Non-GAAP Reconciliation

 
20 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended December 31, Year-to-Date December 31, Intermodal Segment 2025 2024 2025 2024 GAAP Presentation (Dollars in thousands) Revenue $ 95,663 $ 99,040 $ 364,914 $ 387,232 Total operating expenses (95,764) (100,486) (372,554) (396,690) Operating loss $ (101) $ (1,446) $ (7,640) $ (9,458) Operating ratio 100.1 % 101.5 % 102.1 % 102.4 % Non-GAAP Presentation Revenue $ 95,663 $ 99,040 $ 364,914 $ 387,232 Total operating expenses 95,764 100,486 372,554 396,690 Adjusted for: Impairments 2 — — (2,454) — Adjusted Operating Expenses 95,764 100,486 370,100 396,690 Adjusted Operating Loss $ (101) $ (1,446) $ (5,186) $ (9,458) Adjusted Operating Ratio 100.1 % 101.5 % 101.4 % 102.4 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. Non-GAAP Reconciliation