CRITICAL ACCOUNTING ESTIMATES
There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Form 10-K for the fiscal year ended December 31, 2025.
BUSINESS OVERVIEW
The Company is a holding company that owns subsidiaries engaged in providing truckload dry van carrier services transporting general commodities throughout the continental United States, as well as in certain Canadian provinces. The Company’s consolidated operating subsidiaries also provide transportation services in Mexico under agreements with Mexican carriers. Unless the context otherwise requires, this report presents information regarding the Company and its subsidiaries on a consolidated basis. The Company’s administrative headquarters are in Tontitown, Arkansas. From this location we manage operations conducted through our wholly owned subsidiaries based in various locations around the United States and in Mexico and Canada.
The operations of these subsidiaries can generally be classified into either truckload services or brokerage and logistics services. This designation is based primarily on the ownership of the asset that performed the freight transportation service. Truckload services are performed by Company divisions that generally utilize Company-owned trucks, long-term contractors, or single-trip contractors to transport loads of freight for customers, while brokerage and logistics services coordinate or facilitate the transport of loads of freight for customers and generally involve the utilization of single-trip contractors.
The operations of the Company and its subsidiaries are all in the motor carrier segment and are aggregated into a single reporting segment in accordance with the aggregation criteria under Generally Accepted Accounting Principles (“GAAP”). The Company has carefully considered the segment reporting requirements under Accounting Standards Codification (“ASC”) 280 and has determined that both our truckload operations and our brokerage/logistics operations have similar qualitative and quantitative economic characteristics and are impacted by virtually the same economic factors, such as rates per mile, equipment utilization and the percentage of non-compensated miles. Based on the Company’s segment identification, interpretation of the aggregation criteria outlined in ASC 280-10-50-11, and the similar qualitative and quantitative economic characteristics of the Company’s operating segments, the operations of the Company are aggregated into a single motor carrier segment. The Company’s chief operating decision maker, the Chief Executive Officer, utilizes the metrics of net income and operating ratio to evaluate company performance and in competitive analysis when comparing to competing companies.
Truckload services revenues, excluding fuel surcharges, represented 62.9% and 69.4% of total revenues, excluding fuel surcharges, for the quarters ended June 30, 2026, and 2025, respectively. The remaining operating revenues, before fuel surcharges, for the same periods were generated from brokerage and logistics services, representing 37.1% and 30.6%, respectively.
The main factors that impact our profitability on the expense side are the costs incurred in transporting freight for our customers. Currently, our most challenging costs include fuel, driver recruitment, training, wage and benefits costs, independent broker costs (which we record as purchased transportation), insurance, maintenance and capital equipment costs.
In discussing our results of operations, we use revenue, before fuel surcharge (and fuel expense, net of fuel surcharge), because management believes that eliminating the impact of this sometimes volatile source of revenue allows a more consistent basis for comparing our results of operations from period to period. During the three months ended June 30, 2026 and 2025, approximately $27.8 million and $17.3 million, respectively, of the Company’s total revenue was generated from fuel surcharges. During the six months ended June 30, 2026 and 2025, approximately $47.0 million and $36.0 million, respectively, of the Company’s total revenue was generated from fuel surcharges. We may also discuss certain changes in our expenses as a percentage of revenue, before fuel surcharge, rather than absolute dollar changes. We do this because we believe the variable cost nature of certain expenses makes a comparison of changes in expenses as a percentage of revenue more meaningful than absolute dollar changes.
RESULTS OF OPERATIONS – TRUCKLOAD SERVICES
The following table sets forth, for truckload services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Fuel costs are reported net of fuel surcharges.
percentages
| Line item | Three Months EndedJune 30, 2026 | Three Months EndedJune 30, 2025 | Six Months EndedJune 30, 2026 | Six Months EndedJune 30, 2025 |
|---|---|---|---|---|
| Operating revenues, before fuel surcharge | 100.0 | 100.0 | 100.0 | 100.0 |
| Operating expenses: | ||||
| Salaries, wages and benefits | 45.1 | 41.7 | 46.0 | 41.5 |
| Operating supplies and expenses | 9.9 | 12.3 | 11.9 | 12.9 |
| Rent and purchased transportation | 23.0 | 30.2 | 23.3 | 28.0 |
| Depreciation | 21.7 | 23.0 | 22.6 | 23.4 |
| Insurance and claims | 10.0 | 5.5 | 8.4 | 5.3 |
| Other | 5.1 | 4.6 | 6.2 | 4.6 |
| Gain on sale or disposition of assets | (0.6) | (4.8) | (9.5) | (4.0) |
| Total operating expenses | 114.2 | 112.5 | 108.9 | 111.7 |
| Operating loss | (14.2) | (12.5) | (8.9) | (11.7) |
| Non-operating income | 4.0 | 2.4 | 4.2 | 2.5 |
| Interest expense | (5.1) | (4.2) | (5.3) | (4.2) |
| Loss before income taxes | (15.3) | (14.3) | (10.0) | (13.4) |
THREE MONTHS ENDED JUNE 30, 2026 VS. THREE MONTHS ENDED JUNE 30, 2025
During the second quarter of 2026, truckload services revenue, before fuel surcharges, decreased 7.3% to $86.1 million as compared to $92.8 million during the second quarter of 2025. The decrease was primarily due to a 3.3% decline in average rate per mile, from $2.04 for the quarter ended June 30, 2025 to $1.98 for the quarter ended June 30, 2026, as well as a 3.6% decrease in the average number of manned trucks during the period. The impact of these factors was partially offset by a 12.0% increase in truck utilization, as measured by miles per truck per day.
Salaries, wages and benefits increased from 41.7% of revenues, before fuel surcharges, in the second quarter of 2025 to 45.1% of revenues, before fuel surcharges, during the second quarter of 2026. The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.
Operating supplies and expenses decreased from 12.3% of revenues, before fuel surcharges, during the second quarter of 2025 to 9.9% of revenues, before fuel surcharges, during the second quarter of 2026. The decrease was primarily driven by a $1.2 million increase in the net benefit of fuel surcharge collections over fuel expense, lower maintenance costs associated with a decrease in the number of trucks in service from 2,083 at June 30, 2025 to 1,994 at June 30, 2026, and the continued replacement of older equipment with newer equipment. The decrease in maintenance costs occurred despite a 3.2 million increase in miles driven during the second quarter of 2026 compared to the prior-year period.
Rent and purchased transportation decreased from 30.2% of revenues, before fuel surcharges, during the second quarter of 2025 to 23.0% of revenues, before fuel surcharges, during the second quarter of 2026. The decrease was primarily due to a year-over-year decrease in the percentage of miles driven by third-party owner-operators rather than Company-employed drivers, as well as an increased allocation of third-party transportation services to the Company’s brokerage and logistics operations.
Depreciation expense decreased from 23.0% of operating revenues during the second quarter of 2025 to 21.7% during the second quarter of 2026. The decrease was primarily due to the disposal of equipment during the second quarter of 2026 before replacement equipment was placed in service, resulting in a temporary reduction in the depreciable asset base.
Insurance and claims expense increased from 5.5% of revenues, before fuel surcharges, during the second quarter of 2025 to 10.0% of revenues, before fuel surcharges, during the second quarter of 2026. The increase was primarily attributable to an increase in the Company’s auto liability reserve during the second quarter of 2026 related to claims that may exceed insurance limits. The increase was also attributable to higher mileage-based insurance premiums associated with the 3.2 million additional miles driven during the second quarter of 2026 compared to the prior-year period, as well as lower operating revenues, which reduced the ability to leverage certain fixed-cost components of insurance and claims expense.
Gain on sale or disposition of assets decreased from 4.8% of revenues, before fuel surcharges, during the second quarter of 2025 to 0.6% of revenues, before fuel surcharges, during the second quarter of 2026. The decrease was primarily due to a $4.4 million gain recognized during the second quarter of 2025 compared to a $0.5 million gain recognized during the second quarter of 2026. The number of trucks and trailers disposed of during the second quarter of 2026 was generally consistent with the prior-year period. However, during the second quarter of 2025, proceeds from the disposition of certain older revenue equipment significantly exceeded the reduced estimated salvage values resulting from management’s change in accounting estimates related to the salvage value and useful lives of revenue equipment during the year ended December 31, 2024. During the second quarter of 2026, proceeds from the disposition of revenue equipment were generally closer to estimated salvage values, resulting in lower gains on disposition.
Non-operating income increased to 4.0% of revenues, before fuel surcharges, during the second quarter of 2026 from 2.4% during the second quarter of 2025. The increase was primarily driven by a $3.2 million year-over-year improvement in realized gains and losses from the sale of marketable equity securities, resulting in realized gains of $2.9 million during the second quarter of 2026 compared to realized losses of $0.3 million during the second quarter of 2025. The increase was further supported by an increase in unrealized gains on the Company’s remaining marketable equity securities to $1.8 million from $1.3 million during the respective periods.
Interest expense increased from 4.2% of revenues, before fuel surcharges, during the second quarter of 2025 to 5.1% of revenues, before fuel surcharges, during the second quarter of 2026. The increase was attributable to the Company’s increased weighted-average interest rate on debt from 5.10% during the second quarter of 2025 to 5.59% during the second quarter of 2026, meaning the Company experienced a higher overall cost of new borrowings. The repayment of lower-rate debt and issuance of new debt at higher prevailing interest rates further contributed to the increase in interest expense. The fixed-cost nature of interest expense, combined with lower operating revenues in the second quarter of 2026, also increased interest expense as a percentage of revenue.
The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 112.5% for the second quarter of 2025 to 114.2% for the second quarter of 2026.
SIX MONTHS ENDED JUNE 30, 2026 VS. SIX MONTHS ENDED JUNE 30, 2025
For the six months ended June 30, 2026, truckload services revenue, before fuel surcharges, decreased 11.3% to $164.3 million as compared to $185.3 million for the six months ended June 30, 2025. The decrease was primarily due to a 4.9% decline in average rate per mile, from $2.04 for the six months ended June 30, 2025 to $1.94 for the six months ended June 30, 2026, as well as a 5.1% decrease in the average number of manned trucks during the period. The impact of these factors was partially offset by an 8.9% increase in truck utilization, as measured by miles per truck per day.
Salaries, wages and benefits increased from 41.5% of revenues, before fuel surcharges, in the first six months of 2025 to 46.0% of revenues, before fuel surcharges, during the first six months of 2026. The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.
Operating supplies and expenses decreased from 12.9% of revenues, before fuel surcharges, in the first six months of 2025 to 11.9% of revenues, before fuel surcharges, during the first six months of 2026. The decrease was primarily driven by a $0.5 million increase in the net benefit of fuel surcharge collections over fuel expense, lower maintenance costs associated with a decrease in the average number of trucks in service from 2,132 during the six months ended June 30, 2025 to 1,999 during the six months ended June 30, 2026, as well as the continued replacement of older equipment with newer equipment. The decrease in maintenance costs occurred despite an increase of 2.7 million miles driven during the first six months of 2026 compared to the prior-year period.
Rent and purchased transportation decreased from 28.0% of revenues, before fuel surcharges, in the first six months of 2025 to 23.3% of revenues, before fuel surcharges, during the first six months of 2026. The decrease was primarily due to a year-over-year decrease in the percentage of miles driven by third-party owner-operators rather than Company-employed drivers, as well as an increased allocation of third-party transportation services to the Company’s brokerage and logistics operations.
Depreciation decreased from 23.4% of revenues, before fuel surcharges, during the first six months of 2025 to 22.6% of revenues, before fuel surcharges, during the first six months of 2026. The decrease was primarily due to the disposal of equipment during the second quarter of 2026 before replacement equipment was placed in service, resulting in a temporary reduction in the depreciable asset base.
Insurance and claims expense increased from 5.3% of revenues, before fuel surcharges, during the first six months of 2025 to 8.4% of revenues, before fuel surcharges, during the first six months of 2026. The increase was primarily attributable to an increase in the Company’s auto liability reserve during the first half of 2026 related to claims that may exceed insurance limits. The increase was also attributable to higher mileage-based insurance premiums associated with the 2.7 million additional miles driven during the first six months of 2026 compared to the prior-year period, as well as lower operating revenues, which reduced the ability to leverage certain fixed-cost components of insurance and claims expense.
Other operating expenses increased from 4.6% of revenues, before fuel surcharges, during the first six months of 2025 to 6.2% of revenues, before fuel surcharges, during the first six months of 2026. The increase was primarily due to lower operating revenues, which reduced the leverage of certain fixed costs included in other operating expenses, such as supplies and advertising expenses, as well as an increase in legal and professional expenses during the first six months of 2026, primarily associated with general operational support initiatives.
Gain on sale or disposition of assets increased from 4.0% of revenues, before fuel surcharges, during the first six months of 2025 to 9.5% of revenues, before fuel surcharges, during the first six months of 2026. The increase was primarily due to a $12.7 million gain recognized on the sale of certain real property in Laredo, Texas, to a related party during the first quarter of 2026. The property consisted of land and operating facilities previously used in the Company’s trucking operations and was sold at a value determined based on an independent third-party appraisal. In dollar terms, gain on the sale or disposition of assets was $15.7 million during the first six months of 2026 compared to $7.4 million during the first six months of 2025. Excluding the gain on the sale of the Laredo property, the decrease in gains from the disposal of revenue equipment was primarily attributable to the fact that, during the first six months of 2025, proceeds from the disposition of certain older revenue equipment significantly exceeded the reduced estimated salvage values resulting from management’s change in accounting estimates related to the salvage value and useful lives of revenue equipment during the year ended December 31, 2024. During the first six months of 2026, proceeds from the disposition of revenue equipment were generally closer to estimated salvage values, resulting in lower gains on disposition.
Non-operating income increased from 2.5% of revenues, before fuel surcharges, during the first six months of 2025 to 4.2% of revenues, before fuel surcharges, during the first six months of 2026. The increase was primarily driven by an $8.7 million year-over-year improvement in realized gains and losses from the sale of marketable equity securities, resulting in realized gains of $8.4 million during the first six months of 2026 compared to realized losses of $0.3 million during the first six months of 2025. The increase was partially offset by a decrease in unrealized gains on the Company’s remaining marketable equity securities, which decreased to $0.2 million during the first six months of 2026 from $2.7 million during the first six months of 2025.
Interest expense increased from 4.2% of revenues, before fuel surcharges, during the first six months of 2025 to 5.3% of revenues, before fuel surcharges, during the first six months of 2026. The increase was attributable to the Company’s increased weighted-average interest rate on debt from 5.07% during the first six months of 2025 to 5.49% during the first six months of 2026, meaning the Company experienced a higher overall cost of new borrowings. The repayment of lower-rate debt and issuance of new debt at higher prevailing interest rates further contributed to the increase in interest expense. The fixed-cost nature of interest expense, combined with lower operating revenues in the first half of 2026, also increased interest expense as a percentage of revenue.
The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, decreased from 111.7% for the first six months of 2025 to 108.9% for the first six months of 2026.
RESULTS OF OPERATIONS – BROKERAGE AND LOGISTICS SERVICES
The following table sets forth, for brokerage and logistics services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Brokerage service operations occur specifically in certain divisions; however, brokerage operations occur throughout the Company in similar operations having substantially similar economic characteristics.
percentages
| Line item | Three Months EndedJune 30, 2026 | Three Months EndedJune 30, 2025 | Six Months EndedJune 30, 2026 | Six Months EndedJune 30, 2025 |
|---|---|---|---|---|
| Operating revenues, before fuel surcharge | 100.0 | 100.0 | 100.0 | 100.0 |
| Operating expenses: | ||||
| Salaries, wages and benefits | 5.0 | 5.2 | 5.0 | 5.6 |
| Rent and purchased transportation | 88.2 | 89.9 | 87.2 | 89.1 |
| Other | 3.2 | 3.6 | 3.7 | 3.6 |
| Total operating expenses | 96.4 | 98.7 | 95.9 | 98.3 |
| Operating income | 3.6 | 1.3 | 4.1 | 1.7 |
| Non-operating income | 3.2 | 0.1 | 3.2 | 0.0 |
| Interest expense | (0.4) | (0.3) | (0.5) | (0.3) |
| Income before income taxes | 6.4 | 1.1 | 6.8 | 1.4 |
THREE MONTHS ENDED JUNE 30, 2026 VS. THREE MONTHS ENDED JUNE 30, 2025
During the second quarter of 2026, brokerage and logistics services revenue, before fuel surcharges, increased 24.0% to $50.8 million as compared to $41.0 million during the second quarter of 2025. The increase was primarily driven by an 18.4% increase in the number of brokered loads, reflecting both increased brokerage activity and a shift in the mix of loads fulfilled through the Company's brokerage and logistics operations rather than through the Company's company-operated fleet, coupled with higher revenue per load during the second quarter of 2026 as compared to the prior-year period.
Rent and purchased transportation decreased from 89.9% of revenues, before fuel surcharges, during the second quarter of 2025 to 88.2% of revenues, before fuel surcharges, during the second quarter of 2026. The decrease was primarily due to an improved spread between customer rates and third-party carrier costs.
The brokerage and logistics services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved from 98.7% for the second quarter of 2025 to 96.4% for the second quarter of 2026.
SIX MONTHS ENDED JUNE 30, 2026 VS. SIX MONTHS ENDED JUNE 30, 2025
During the first six months of 2026, brokerage and logistics services revenue, before fuel surcharges, increased 11.7% to $95.2 million as compared to $85.2 million during the first six months of 2025. The increase was primarily related to an 11.2% increase in the number of brokered loads during the first six months of 2026 as compared to the first six months of 2025.
Rent and purchased transportation decreased from 89.1% of revenues, before fuel surcharges, during the first six months of 2025 to 87.2% of revenues, before fuel surcharges, during the first six months of 2026. The decrease was primarily due to an improved spread between customer rates and third-party carrier costs.
The brokerage and logistics services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved from 98.3% for the first six months of 2025 to 95.9% for the first six months of 2026.
RESULTS OF OPERATIONS – COMBINED SERVICES
THREE MONTHS ENDED JUNE 30, 2026 VS. THREE MONTHS ENDED JUNE 30, 2025
Net loss for all divisions was approximately $7.4 million, or 5.4% in excess of revenues, before fuel surcharges, for the second quarter of 2026 as compared to net loss of $9.6 million, or 7.2% in excess of revenues, before fuel surcharges, for the second quarter of 2025. This improvement in net loss resulted in diluted loss per share of ($0.36) for the second quarter of 2026 as compared to diluted loss per share of ($0.46) for the second quarter of 2025.
SIX MONTHS ENDED JUNE 30, 2026 VS. SIX MONTHS ENDED JUNE 30, 2025
For the first six months of 2026, net loss for all divisions was approximately $7.5 million, or 2.9% in excess of revenues, before fuel surcharges as compared to net loss of $17.8 million, or 6.6% of revenues, before fuel surcharges for the first six months of 2025. The improvement in net loss resulted in a diluted loss per share of ($0.36) for the first six months of 2026 as compared to diluted loss per share of ($0.83) for the first six months of 2025.
LIQUIDITY AND CAPITAL RESOURCES
Our business has required, and will continue to require, a significant investment in new revenue equipment. Our primary sources of liquidity have been funds provided by operations, proceeds from the sales of revenue equipment, borrowings under our lines of credit, installment notes, investment margin account, and issuances of equity securities.
During the first six months of 2026, we used $16.7 million in cash from operating activities. Investing activities generated $47.3 million in cash in the first six months of 2026. Financing activities used $47.7 million in cash in the first six months of 2026.
Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes with fixed interest rates and terms ranging from 60 to 84 months, our existing line of credit on an interim basis, proceeds from the sale or trade of equipment, and cash flows from operations to finance capital expenditures and repay long-term debt. During the first six months of 2026, we utilized cash on hand and long-term debt to finance purchases of revenue equipment and other assets of approximately $18.8 million. In addition, we acquired approximately $46.6 million of revenue equipment through vendor-direct financing arrangements during the first six months of 2026. This non-cash financing arrangement provides an additional source of liquidity for acquiring new equipment but does not result in cash inflows or outflows and, accordingly, is not reflected in the consolidated statement of cash flows.
During the remainder of 2026, we expect to purchase approximately 239 new trucks and 350 new trailers while continuing to sell or trade older equipment, which we expect to result in net capital expenditures of approximately $32.1 million.
We currently intend to retain our future earnings to finance our growth and do not anticipate paying cash dividends in the foreseeable future. However, we may from time to time repurchase shares of our outstanding common stock, subject to economic and market conditions, available cash flows and other factors.
During the first six months of 2026, we maintained a revolving line of credit with a borrowing limit of $60.0 million. Under this credit facility, amounts outstanding under the line bear interest at Term SOFR plus 3.35% (6.97% at June 30, 2026), are secured by our trade accounts receivable and mature on July 1, 2027. The credit facility also establishes an “unused fee” of 0.25% if average borrowings are less than $18.0 million. At June 30, 2026, we had no outstanding borrowings against the line of credit and approximately $0.2 million of outstanding letters of credit, with availability to borrow $59.8 million.
Trade accounts receivable increased by approximately $22.0 million from $66.9 million as of December 31, 2025 to $88.9 million as of June 30, 2026. The increase was primarily attributable to higher freight revenue invoiced during the latter part of the second quarter of 2026, as increased freight volumes and rates resulted in higher revenue activity compared to the fourth quarter of 2025. The timing of cash collections on the increased revenue invoiced during the latter part of the second quarter resulted in a greater amount of trade accounts receivable remaining outstanding as of June 30, 2026 compared to December 31, 2025.
Prepaid expenses and deposits decreased from $9.8 million at December 31, 2025 to $7.7 million at June 30, 2026. The decrease relates to the normal amortization of items prepaid as of December 31, 2025.
Our marketable equity securities portfolio decreased $9.8 million during the first six months of 2026, from $48.5 million at December 31, 2025 to $38.7 million at June 30, 2026. The decrease was primarily attributed to the sale of marketable equity securities approximating $18.4 million, offset by an $8.6 million increase in the fair value of the portfolio during the first six months of 2026. At June 30, 2026, the remaining marketable equity securities have a combined cost basis of approximately $18.3 million and a combined fair market value of approximately $38.7 million.
Property and equipment decreased from $792.4 million at December 31, 2025 to $758.9 million at June 30, 2026. The decrease was primarily due to the disposition of aging trucks and trailers, as well as the sale of certain real property located in Laredo, Texas to a related party, which had a cost basis of $11.4 million, during the first quarter of 2026. These decreases were partially offset by purchases of new trucks and trailers during the first six months of 2026.
Accounts payable decreased from $32.8 million as of December 31, 2025 to $27.4 million as of June 30, 2026. The decrease was primarily due to the payment of invoices during the first six months of 2026 related to revenue equipment purchases outstanding at December 31, 2025.
Accrued expenses and other liabilities decreased from $41.1 million as of December 31, 2025 to $30.6 million as of June 30, 2026. The decrease was primarily attributable to payments made during the first six months of 2026 related to a previously disclosed auto liability claim. The Company recorded a $26.5 million liability related to the claim as of December 31, 2025. During the first six months of 2026, the Company paid $16.5 million of the liability, resulting in a remaining liability of $10.0 million as of June 30, 2026. The decrease was partially offset by an increase in the Company’s auto liability reserve during the second quarter of 2026 related to claims that may exceed insurance limits.
Long-term debt and current maturities of long term-debt are reviewed on an aggregate basis, as the classification of amounts in each category are typically affected merely by the passage of time. Long-term debt and current maturities of long-term debt, on an aggregate basis, decreased from $333.9 million at December 31, 2025, to $332.8 million at June 30, 2026. The net decrease was primarily attributable to scheduled principal payments on existing revenue equipment, balloon payments related to revenue equipment taken out of service as part of trade-in transactions with certain equipment manufacturers, and the repayment of approximately $6.0 million of debt associated with the sale of certain real property in Laredo, Texas, to a related party during the first quarter of 2026. These decreases were partially offset by new financing arrangements for revenue equipment totaling $46.6 million during the first six months of 2026.
NEW ACCOUNTING PRONOUNCEMENTS
See Note B to the condensed consolidated financial statements for a description of the most recent accounting pronouncements and their impact, if any, on the Company.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Our primary market risk exposures include equity price risk, interest rate risk, commodity price risk (the price paid to obtain diesel fuel for our trucks), and foreign currency exchange rate risk. The potential adverse impact of these risks is discussed below. While the Company has used derivative financial instruments in the past to manage its interest rate and commodity price risks, the Company does not currently enter into such instruments for risk management purposes or for speculation or trading.
The following sensitivity analyses do not consider the effects that an adverse change may have on the overall economy, nor do they consider additional actions we may take to mitigate our exposure to such changes. The actual results of changes in prices or rates may differ materially from the hypothetical results described below.
Equity Price Risk
We hold certain actively traded marketable equity securities, which subjects the Company to fluctuations in the fair market value of its investment portfolio based on the current market price of such securities. The recorded value of marketable equity securities decreased to $38.7 million at June 30, 2026 from $48.5 million at December 31, 2025. A 10% decrease in the market price of our marketable equity securities would cause a corresponding 10% decrease in the carrying amounts of these securities, or approximately $3.9 million. For additional information with respect to the marketable equity securities, see Note D to our condensed consolidated financial statements.
Interest Rate Risk
Our line of credit bears interest at a floating rate equal to SOFR plus a fixed percentage. Accordingly, changes in SOFR, which are affected by changes in interest rates, or a change to a new index rate, will affect the interest rate on, and therefore our costs under the line of credit. Assuming $12.0 million of variable rate debt was outstanding under our line of credit for a full fiscal year, a hypothetical 100 basis point increase in SOFR would result in approximately $120,000 of additional interest expense.
Commodity Price Risk
Prices and availability of all petroleum products are subject to political, economic, and market factors that are generally outside of our control. Accordingly, the price and availability of diesel fuel, as well as other petroleum products, can be unpredictable. Because our operations are dependent upon diesel fuel, significant increases in diesel fuel costs could materially and adversely affect our results of operations and financial condition. Based upon our 2025 fuel consumption, a 10% increase in the average annual price per gallon of diesel fuel would increase our annual fuel expenses by $5.4 million.
Foreign Currency Exchange Rate Risk
We are exposed to foreign currency exchange rate risk related to the activities of our branch office located in Mexico. Currently, we do not hedge our exchange rate exposure through any currency forward contracts, currency options, or currency swaps as all of our revenues, and substantially all of our expenses and capital expenditures, are transacted in U.S. dollars. However, certain operating expenditures and capital purchases related to our Mexico branch office are incurred in or exposed to fluctuations in the exchange rate between the U.S. dollar and the Mexican peso. Based on 2025 expenditures denominated in pesos, a 10% increase in the exchange rate would increase our annual operating expenses by $1.1 million.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2026, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal controls over financial reporting. We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
We were previously a defendant in a motor vehicle accident lawsuit filed on January 10, 2025 in the State Court of Gwinnett County, Georgia, arising from a December 29, 2024 accident between a Company tractor-trailer and a passenger vehicle. On March 30, 2026, the parties executed a settlement agreement that resolves all claims related to this matter for a total settlement amount of $30.0 million, of which $26.5 million represents the Company’s net exposure after consideration of applicable insurance coverage. The court entered an order dismissing the lawsuit on May 21, 2026. For additional information regarding this settlement agreement, see Note L to our condensed consolidated financial statements.
We are involved in certain other claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. We currently self-insure for certain layers of auto liability claims in excess of $2.0 million. Specifically, we reserve for claims that are expected to exceed $2.0 million when fully developed, based on the facts and circumstances of those claims. Based on our knowledge of the facts, and in certain cases, opinions of outside counsel, we believe the resolution of such claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows. However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows.
Except as set forth below, there have been no material changes to the Company’s risk factors as previously disclosed in Item 1A to Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
We may be subject to litigation claims that could result in significant expenditures.
By the nature of our operations, we are exposed to the potential for a variety of litigation, including personal injury claims, vehicular collisions and accidents, alleged violations of federal and state labor and employment laws, such as class-action lawsuits alleging wage and hour violations and improper pay, commercial and contract disputes, cargo loss and property damage claims. In addition, because our brokerage and logistics services business arranges for third-party motor carriers to transport freight on behalf of our customers, we are exposed to claims alleging that we negligently selected or hired a motor carrier whose truck was involved in an accident causing injury or property damage. In Montgomery v. Caribe Transport II, LLC, decided in May 2026, the U.S. Supreme Court held that state-law negligent-selection claims against transportation brokers are not preempted by federal law in certain circumstances. Our brokerage and logistics services represent a meaningful portion of our overall revenue. Although the long-term implications of this decision are not yet clear, the decision may increase the frequency and cost of litigation arising from our brokerage operations, lead to higher insurance premiums, or make it more difficult to obtain or maintain adequate insurance coverage for those operations. It may also increase the resources we devote to carrier selection, safety review, and compliance processes as we adapt our practices in response to this evolving litigation environment.
While we purchase insurance coverage at levels we deem adequate, we have in the past settled litigation for amounts in excess of our insurance coverage, including our recent settlement of an auto-liability claim for an amount substantially exceeding our insurance coverage, which materially and adversely affected our financial results for the fourth quarter of 2025. It is possible that the outcome of currently pending or future litigation may similarly exceed our insurance coverage or may not be covered by insurance. We accrue a provision for a litigation matter according to applicable accounting standards based on the ongoing assessment of the strengths and weaknesses of the litigation, its likelihood of success, and an evaluation of the possible range of loss. Our inability to defend ourselves against a significant litigation claim could have a material adverse effect on our financial results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Repurchases of Equity Securities
The Company’s stock repurchase program has been extended and expanded several times, most recently in July 2023, when the Board of Directors reauthorized 500,000 shares of common stock for repurchase under the initial September 2011 authorization. Since the reauthorization, the Company has repurchased 30,556 shares of its common stock under this repurchase program.
The following table summarizes the Company’s common stock repurchases during the second quarter of 2026. No shares were purchased during the quarter other than through this program, and all purchases were made by or on behalf of the Company and not by any “affiliated purchaser.”
| Issuer Purchases of Equity SecuritiesPeriod | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Maximum number of shares that may yet be purchased under the plans or programs (1) |
|---|---|---|---|---|
| April 1-30, 2026 | - | - | - | 472,845 |
| May 1-31, 2026 | 3,401 | $10.87 | 3,401 | 469,444 |
| June 1-30, 2026 | - | - | - | 469,444 |
| Total | 3,401 | $10.87 | 3,401 |
(1) The Company’s stock repurchase program does not have an expiration date.
Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 2026, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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FILINGSOURCEITEMBOUNDARYBEGIN Item 6. Exhibits. FILINGSOURCEITEMBOUNDARYEND
| Exhibit Number | Exhibit Description |
|---|---|
| 3.1 | Articles of Incorporation of PAMT CORP (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed on November 12, 2024) |
| 3.2 | Bylaws of PAMT CORP (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed on November 12, 2024) |
| 31.1 | Rule 13a-14(a) Certification of Principal Executive Officer |
| 31.2 | Rule 13a-14(a) Certification of Principal Financial Officer |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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