J.B. Hunt Transport Services (JBHT) 10-K risk factor changes: FY2025 vs FY2024

As of December 31, [removed: 2024,] [added: 2025,] we had no derivative financial instruments to reduce our exposure to fuel-price fluctuations.

We have experienced substantial increases in the [removed: severity] [added: cost] of auto liability claims [removed: which] [added: and in recent periods these increases] have exceeded our insurance coverage layers, which has adversely impacted our operating [removed: results in recent periods.][added: results.]

If the number of claims for which we are self-insured increases or the [removed: severity] [added: cost] of such claims continues to increase, our operating results could be further adversely affected.

We have policies in place for [removed: 2025] [added: 2026] with substantially the same terms as our [removed: 2024] [added: 2025] policies for personal injury, property damage, workers’ compensation, and cargo loss or damage.

If these expenses increase [added: further] and we are unable to offset the increase with higher freight rates, our earnings could be materially and adversely affected.

For the calendar year ended December 31, [removed: 2024,] [added: 2025,] our top 10 customers, based on revenue, accounted for approximately [removed: 35%] [added: 33%] of our revenue.

[removed: Recently issued rulemaking by the U.S. Department of Labor, which took effect on March 11, 2024, and the] [added: The] laws of several states, including California, apply stricter tests for determining whether an independent contractor should be classified as an employee.

We rely significantly on our information technology systems, a disruption, failure or security breach of which [removed: or an inability to keep pace with technological advances] could have a material adverse effect on our business.

We have mitigated our exposure to these risks through the establishment and maintenance of technology security programs and disaster recovery plans, but these mitigating activities may not [removed: be sufficient.][added: anticipate or prevent every attack or failure, particularly as threat actors and technologies evolve, nor may they fully prevent or mitigate all adverse impacts.]

As a result of the increased cost of auto liability claims across the transportation industry, insurance premiums for auto liability coverage have increased substantially in recent years.

Increasingly sophisticated cyber-attacks such as ransomware and AI-powered phishing scams could compromise the confidentiality, integrity, or availability of these systems, disrupt network and terminal operations, delay freight movements, or result in data loss or exfiltration.

An inability to develop, adopt, and integrate new or enhanced technologies, including rapidly evolving artificial intelligence, could have a material adverse effect on our business.

We operate in a rapidly evolving, technology-driven environment, and if we do not timely identify, prioritize, develop, and successfully integrate new or enhanced technologies into our operations, our service quality, efficiency, and competitiveness could suffer.

Technology initiatives can be complex and costly, with risks of delays, defects, and training hurdles.

Anticipated benefits from these initiatives may not be realized on the expected timeline or at all.

In addition, competitors may introduce and scale new technologies more quickly or effectively than we do, which could diminish our competitive position, compress margins, and result in lost business opportunities.

The rapid evolution and adoption of artificial intelligence(AI) and any efforts we may make to incorporate it into our business may amplify cyber, legal, and operational risks.

AI adoption may introduce or amplify risks, including inaccurate or biased outputs that are difficult to detect, governance and model-risk challenges, privacy and intellectual property concerns, and evolving legal disclosure obligations.

AI can also increase cybersecurity exposure as threat actors leverage AI to enhance social-engineering and intrusion techniques.

Implementing and maintaining AI capabilities can be complex and costly, anticipated benefits may not be realized and expected timelines or at all, and failures could harm our operations, reputation, results of operations, and financial condition.

One customer accounted for approximately 11% of our total revenue for the year ended December 31, 2024.

We also could experience an inability to keep pace with technological advances, resulting in our information technology platforms becoming obsolete or our competitors developing related or similar service offerings more effective than ours.

[removed: Workers’ Compensation] [added: Workers’ Compensation] and Accident Costs

The amounts of self-insurance [added: may] change from time to time based on measurement dates, policy expiration dates, and claim type.

For [removed: 2023] [added: 2024] and [removed: 2024,] [added: 2025,] we were self-insured for $500,000 per occurrence as well as subject to coverage-layer-specific, aggregated reimbursement limits of covered excess claims for personal injury and property damage.

We have policies in place for [removed: 2025] [added: 2026] with substantially the same terms as our [removed: 2024] [added: 2025] policies for personal injury, property damage, workers’ compensation, and cargo loss or damage.

At December 31, [removed: 2024,] [added: 2025,] we had current accruals of approximately [removed: $232] [added: $283] million and long-term accruals of approximately [removed: $369] [added: $444] million for estimated claims.

At December 31, [removed: 2024,] [added: 2025,] we [removed: have] [added: had] recorded current assets of [removed: $237] [added: $255] million and long-term assets of [removed: $192] [added: $235] million of expected reimbursement for covered excess claims, other insurance deposits, and prepaid insurance premiums.

We have not identified any impairment to these assets at December 31, [removed: 2024.][added: 2025.]

| Operating revenues | | | 100.0 | % | | | 100.0 | % | | | [removed: (5.8] [added: (0.7] | )% |

| Rents and purchased transportation | | | [removed: 44.5] [added: 44.2] | | | | [removed: 45.8] [added: 44.5] | | | | [removed: (8.4] [added: (1.3] | ) |

| Salaries, wages and employee benefits | | | [removed: 26.7] [added: 27.0] | | | | [removed: 25.4] [added: 26.7] | | | | [removed: (0.8] [added: 0.1] | [removed: )] |

| Depreciation and amortization | | | [removed: 6.3] [added: 6.0] | | | | [removed: 5.8] [added: 6.3] | | | | [removed: 3.1] [added: (6.1] | [added: )] |

| Fuel and fuel taxes | | | [removed: 5.4] [added: 5.3] | | | | [removed: 5.9] [added: 5.4] | | | | [removed: (13.2] [added: (2.9] | ) |

| Operating supplies and expenses | | | [removed: 4.1] [added: 4.3] | | | | [removed: 4.0] [added: 4.1] | | | | [removed: (2.7] [added: 3.3] | [removed: )] |

| Insurance and claims | | | [removed: 2.6] [added: 2.8] | | | | [removed: 2.5] [added: 2.6] | | | | [removed: (0.6] [added: 6.7] | [removed: )] |

| General and administrative expenses, [removed: net of] [added: including] asset dispositions | | | [removed: 2.5] [added: 2.2] | | | | [removed: 2.0] [added: 2.5] | | | | [removed: 11.6] [added: (8.1] | [added: )] |

| Operating taxes and licenses | | | 0.6 | | | | 0.6 | | | | [removed: (3.3] [added: (1.4] | ) |

| Communication and utilities | | | 0.4 | | | | [removed: 0.3] [added: 0.4] | | | | [removed: 3.9] [added: (0.5] | [added: )] |

| Total operating expenses | | | [removed: 93.1] [added: 92.8] | | | | [removed: 92.3] [added: 93.1] | | | | [removed: (4.9] [added: (1.1] | ) |

| Operating income | | | [removed: 6.9] [added: 7.2] | | | | [removed: 7.7] [added: 6.9] | | | | [removed: (16.3] [added: 4.1] | [removed: )] |

| Net interest expense | | | 0.6 | | | | [removed: 0.4] [added: 0.6] | | | | [removed: 23.0] [added: (1.1] | [added: )] |

| Earnings before income taxes | | | [removed: 6.3] [added: 6.6] | | | | [removed: 7.3] [added: 6.3] | | | | [removed: (18.8] [added: 4.6] | [removed: )] |

| Income taxes | | | 1.6 | | | | 1.6 | | | | [removed: (8.7] [added: 3.8] | [removed: )] |

| Net earnings | | | [removed: 4.7] [added: 5.0] | % | | | [removed: 5.7] [added: 4.7] | % | | | [removed: (21.6] [added: 4.8] | [removed: )%] [added: %] |

[removed: 2024] [added: 2025] Compared With [removed: 2023][added: 2024]

Our total consolidated operating revenues decreased [removed: 5.8%] [added: 0.7%] to [removed: $12.09] [added: $12.00] billion in [removed: 2024,] [added: 2025,] compared to [removed: $12.83] [added: $12.09] billion in [removed: 2023.][added: 2024.]

This decrease was primarily due to [removed: lower volume within DCS, ICS and JBT,] decreased revenue per load within JBI and JBT, [added: lower volume within ICS, reduced truck count in DCS,] and decreased revenue and stop counts in [removed: FMS.][added: FMS, partially offset by higher volume in JBI and JBT, higher revenue per load in ICS, and increased productivity in DCS.]

Fuel surcharge revenues decreased [removed: 17.4%] [added: 3.5%] to [removed: $1.53] [added: $1.48] billion in [removed: 2024,] [added: 2025,] compared to [removed: $1.85] [added: $1.53] billion in [removed: 2023.][added: 2024.]

Revenues, excluding fuel surcharge revenues, decreased [removed: 3.8%] [added: 0.3%] from [removed: 2023.][added: 2024.]

Our [removed: 2024] [added: 2025] consolidated operating expenses decreased [removed: 4.9%] [added: 1.1%] from [removed: 2023,] [added: 2024,] while year-over-year revenue decreased [removed: 5.8%,] [added: 0.7%,] resulting in a [removed: 2024] [added: 2025] operating ratio of [removed: 93.1%] [added: 92.8%] compared to [removed: 92.3%] [added: 93.1%] in [removed: 2023.][added: 2024.]

Rents and purchased transportation costs decreased [removed: 8.4%] [added: 1.3%] in [removed: 2024,] [added: 2025,] primarily due to a decrease in [removed: rail and truck carrier purchased transportation rates within JBI,] ICS [removed: and JBT segments and decreased ICS and JBT] load [removed: volume,] [added: volumes,] which [removed: decreased services provided by] [added: reduced the use of] third-party [removed: rail and] truck [removed: carriers during] [added: carriers, and changes in] the [removed: current year.][added: mix of third-party rail carriers within JBI, partially offset by increased JBI and JBT load volumes, compared to 2024.]

Salaries, wages and employee benefit costs [removed: decreased 0.8%] [added: increased 0.1%] in [removed: 2024] [added: 2025] from [removed: 2023.][added: 2024.]

This [removed: decrease] [added: increase] was primarily related to [removed: a decrease in employee headcounts, partially offset by] [added: higher incentive compensation and] an increase in group medical benefit [removed: expenses and wage increases.][added: expenses, partially offset by lower employee headcounts.]

Fuel and fuel taxes expense decreased [removed: 13.2%] [added: 2.9%] in [removed: 2024] [added: 2025] compared with [removed: 2023,] [added: 2024,] due primarily to a decrease in the price of fuel during [removed: 2024] [added: 2025] and decreased road miles.

Operating supplies and expenses [removed: decreased 2.7%] [added: increased 3.3%] in [removed: 2024] [added: 2025] compared with [removed: 2023,] [added: 2024,] driven primarily by [removed: lower] [added: higher] equipment maintenance costs, [removed: decreased towing expenses, lower] [added: increased tire expense, and higher] tolls expense, [added: partially offset by lower travel] and [removed: decreased other operating supply costs] [added: entertainment expenses and towing costs,] compared to [removed: 2023.][added: 2024.]

General and administrative expenses [removed: increased 11.6%] [added: decreased 8.1%] from [removed: 2023,] [added: 2024,] primarily due to [removed: an increase] [added: a decrease] in building and yard rental expense, [removed: higher agent] [added: lower professional] services expense, [removed: increased] [added: decreased] technology costs, and [removed: higher] [added: lower] bad debt [removed: expense, partially offset by lower advertising costs and lower net losses from sale or disposal of assets.][added: expense.]

Net loss from sale or disposal of assets was [removed: $14.6] [added: $13.7] million in [removed: 2024,] [added: 2025,] compared to a net loss from sale or disposal of assets of [removed: $27.8] [added: $14.6] million in [removed: 2023.][added: 2024.]

Net interest expense for [removed: 2024 increased] [added: 2025 decreased] by [removed: 23.0%] [added: 1.1%] compared with [removed: 2023,] [added: 2024,] due primarily to [removed: an increase] [added: a decrease] in effective interest rates on our [removed: debt and] [added: debt, partially offset by] an increase in our average debt balance.

Our effective income tax rate was [removed: 24.8%] [added: 24.7%] in [removed: 2024] [added: 2025] and [removed: 22.1%] [added: 24.8%] in [removed: 2023.][added: 2024.]

We operated five business segments during [removed: 2024.][added: 2025.]

| JBI | | $ | [removed: 5,956] [added: 5,975] | | | $ | [removed: 6,208] [added: 5,956] | |

| | | 2025 | | | | 2024 | | | | | | |

Depreciation and amortization expense decreased 6.1% in 2025, primarily due to an increase in the expected useful lives of our chassis and trailer fleets, the absence in 2025 of depreciation and amortization expense related to the 2023 business acquisition of BNSF Logistics, LLC (BNSFL), and the reduction in DCS truck counts, partially offset by higher intermodal container counts.

Insurance and claims expense increased 6.7% in 2025, primarily due to an increase in cost per claim, higher insurance policy premium expense, and the absence of a $4.2 million net benefit from claim settlements recorded in 2024, partially offset by lower cargo claims expense in 2025.

Income tax expense increased 3.8% in 2025, due primarily to increased taxable earnings in 2025.

| | | 2025 | | | | 2024 | | |

| | | 2025 | | | | 2024 | | |

| | | 2025 | | | | 2024 | | |

The increase is primarily due to improved network balance and increased efficiency throughout our drayage fleet, lower third-party rail purchased transportation expense due to mix, and improvements associated with our overall cost management initiatives.

These benefits were partially offset by higher driver and non-driver wages, increased equipment maintenance costs, higher insurance claims and premiums expense, and higher group medical benefit expenses.

However, these productivity improvements in 2025 were more than offset by a 3% decline in average trucks, when compared to 2024.

Our ICS segment had an operating loss of $10 million in 2025 compared to an operating loss of $56 million in 2024.

The decrease in operating loss is primarily due to lower personnel salary and wages expense, lower cargo claims expense, reduced technology costs, and overall cost management initiatives.

Gross profit margin decreased to 14.5% in the current year versus 16.1% in 2024, primarily from lower gross profit margin on contractual business and less project business compared to 2024.

This decrease was primarily due to lower revenue, higher insurance premium and claims expense, and the absence of a $4.2 million net benefit from claim settlements recorded in 2024.

Total average effective trailer count in 2025 was 12,152 compared to 12,552 in 2024, while trailer turns in 2025 were up 15% from 2024, primarily due to continued focus on improving trailer utilization and maintaining network balance.

Operating income of our JBT segment was $21 million for both 2025 and 2024 as higher third-party purchased transportation costs, increased insurance premium and claims expense, and higher maintenance related costs were offset by increased revenue, lower personnel-related expenses and a continued focus on cost management initiatives and productivity.

J.B. Hunt’s 360box volume increased 9% in 2025, when compared to 2024, as JBT continues to leverage the J.B. Hunt 360 platform to grow capacity and capabilities for this service offering.

This increase resulted primarily from an increase in current year treasury stock purchases.

The committed term loans authorize us to borrow up to an additional $700 million during the six-month period beginning November 25, 2025, and if funded, will mature in November 2028.

Our senior notes consist of two separate issuances.

The second is $750 million of 4.90% senior notes due March 2030, issued in March 2025.

Interest payments under these notes are due semiannually in March and September of each year beginning September 2025.

| | | 2024 | | | | 2023 | | | | | | |

Depreciation and amortization expense increased 3.1% in 2024, primarily due to the addition of tractors and trailing equipment within JBI and additional depreciation and amortization expense resulting from the recent business acquisition of BNSF Logistics, LLC (BNSFL), partially offset by the impact of the change in expected useful lives of our container fleet and equipment reductions within DCS.

Insurance and claims expense decreased 0.6% in 2024, primarily due to lower reserve expense for claims subject to insurance coverage-layer-specific aggregated limits and lower claim volume, partially offset by increased cost per claim and higher insurance policy premium expense.

Income tax expense decreased 8.7% in 2024, due primarily to decreased taxable earnings in 2024, partially offset by a higher effective income tax rate.

The increase in rate was primarily due to discrete tax items recorded in 2023 that were not incurred in 2024.

| | | 2024 | | | | 2023 | | |

| --- | --- |

JBI segment revenue decreased 4% to $5.96 billion in 2024, from $6.21 billion in 2023.

The decrease is primarily due to decreased revenue, increased maintenance and equipment-related costs, increased insurance premiums expense, and higher driver wages and benefits, partially offset by lower rail and third-party dray purchased transportation expense.

In addition, JBI incurred $16 million in expense for the segment’s portion of an additional casualty claims reserve in 2023.

In addition, DCS incurred $20 million in expense for the segment’s portion of an additional casualty claims reserve in 2023.

The decrease in revenue was partially offset by additional revenue from the acquisition of the brokerage assets of BNSFL in the third quarter 2023.

Gross profit margin increased to 16.1% in the current year versus 13.4% in 2023.

Approximately $396 million of ICS revenue for 2024 was executed through the Marketplace for J.B. Hunt 360 compared to $766 million in 2023.

In addition, ICS incurred $10 million in expense for the segment’s portion of an additional casualty claims reserve in 2023.

The increase in operating income was primarily due to improvements in revenue quality, lower personnel expenses, a $4.2 million net benefit from offsetting claim settlements, and overall cost management, partially offset by higher purchased transportation expense.

In addition, FMS incurred $3 million in expense for the segment’s portion of an additional casualty claims reserve in 2023.

Total average effective trailer count in 2024 was 12,552 compared to 13,000 in 2023.

Operating income of our JBT segment increased to $21 million in 2024, from $16 million in 2023.

The increase in operating income was driven primarily by lower personnel expenses, lower equipment-related costs and overall cost management initiatives, partially offset by higher insurance premiums expense.

In addition, JBT incurred $4 million in expense for the segment’s portion of an additional casualty claims reserve in 2023.

This increase resulted primarily from an increase in current year treasury stock purchases, retirement of long-term debt, and lower net borrowings from revolving lines of credit in 2024.

The committed term loans authorized us to borrow up to an additional $500 million during the nine-month period beginning September 27, 2022, due September 2025, which we exercised in June 2023.

Our $250 million of 3.85% senior notes matured in March 2024.

The entire outstanding balance was paid in full at maturity.

Our senior notes have [removed: a] fixed interest [removed: rate of 3.875%.][added: rates ranging from 3.875% to 4.90%.]

Our senior credit facility [removed: and term loan have] [added: has] variable interest rates, which are based on either SOFR or a Base Rate, depending upon the specific type of borrowing, plus an applicable margin and other fees.

At December 31, [removed: 2024,] [added: 2025,] the average interest rate under our senior credit facility and term loan was [removed: 5.48%.][added: 4.62%.]

At our current level of borrowing, a one-percentage-point increase in our applicable rate would reduce annual pretax earnings by [removed: $7.8] [added: $0.3] million.

Additionally, foreign currency transaction gains and losses were not material to our results of operations for the year ended December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] we had no derivative financial instruments to reduce our exposure to fuel-price fluctuations.

Our service offerings include transportation of full-truckload containerized freight, which we directly transport utilizing our company-controlled revenue equipment and company drivers, independent [removed: contractors,] [added: contractors] or third-party carriers.

[added: At December 31, 2025,] JBI [removed: operates 122,272] [added: operated 124,838] pieces of company-owned trailing equipment systemwide.

We own and maintain our own chassis fleet, consisting of [removed: 103,850 units.][added: 104,474 units at December 31, 2025.]

Revenue for the JBI segment in [removed: 2024] [added: 2025] was [removed: $5.96] [added: $5.98] billion.

At December 31, [removed: 2024,] [added: 2025,] this segment operated [removed: 12,048] [added: 1,085] company-owned trucks, [removed: 598] [added: 169] customer-owned trucks, and [removed: one] [added: 39] independent contractor [removed: truck.][added: trucks.]

DCS also [removed: operates 27,149] [added: operated 26,767] owned pieces of trailing equipment and [removed: 4,897] [added: 5,218] customer-owned trailers.

The DCS segment employed [removed: 15,521] [added: 15,131] people, including [removed: 13,173] [added: 12,835] drivers and [removed: 39] [added: 43] delivery and material assistants, at December 31, [removed: 2024.][added: 2025.]

DCS revenue for [removed: 2024] [added: 2025] was [removed: $3.40] [added: $3.38] billion.

At December 31, [removed: 2024,] [added: 2025,] the ICS segment employed [removed: 590] [added: 575] people, with approximately [removed: 110,000] [added: 126,000] available third-party carriers.

ICS revenue for [removed: 2024] [added: 2025] was [removed: $1.14] [added: $1.11] billion.

FMS provides last-mile delivery services to customers through a [removed: nationwide] network of cross-dock and other delivery system [removed: network locations, with 98% of the continental U.S. population living within 150 miles of a network location.][added: locations.]

At December 31, [removed: 2024,] [added: 2025,] this segment operated [removed: 1,123] [added: 11,878] company-owned [removed: trucks, 206 customer-owned trucks,] [added: trucks] and [removed: 36 independent contractor] [added: 761 customer-owned] trucks.

FMS also [removed: operates 1,137] [added: operated 1,091] owned pieces of trailing equipment and [removed: 104] [added: 98] customer-owned trailers.

The FMS segment employed [removed: 2,587] [added: 2,271] people, including [removed: 1,280] [added: 1,113] drivers and [removed: 338] [added: 294] delivery and material assistants, at December 31, [removed: 2024.][added: 2025.]

FMS revenue for [removed: 2024] [added: 2025] was [removed: $910] [added: $824] million.

At December 31, [removed: 2024,] [added: 2025,] the JBT segment operated [removed: 12,895 company-owned trailers, two] [added: 12,658] company-owned [removed: tractors,] [added: trailers] and employed [removed: 266 people, three of whom were drivers.][added: 276 people.]

At December 31, [removed: 2024,] [added: 2025,] we had [removed: 1,917] [added: 2,003] independent contractors operating in the JBT segment.

JBT revenue for [removed: 2024] [added: 2025] was [removed: $702] [added: $734] million.

We transport, or arrange for the transportation of, a wide range of freight, including general merchandise, specialty consumer items, appliances, [added: home furnishings,] forest and paper products, [added: rubber and plastic products,] food and beverages, building materials, [added: apparel and accessories,] soaps and cosmetics, automotive parts, agricultural products, electronics, and chemicals.

Despite operating over [removed: 189,000] [added: 190,000] pieces of transportation equipment, our single greatest asset and one of the factors differentiating us from our competitors is our service-oriented people.

We strive to provide a supportive and safe work environment for [removed: its] [added: our] employees, where [removed: diverse and] [added: their] innovative ideas can be fostered to solve problems and provide value-added services for our customers.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 33,646] [added: 31,750] employees, which consisted of [removed: 22,573] [added: 21,554] company drivers, [removed: 9,266] [added: 8,481] office personnel, [removed: 1,426] [added: 1,374] maintenance technicians, and [removed: 381] [added: 341] delivery and material assistants.

We also had arrangements with [removed: 2,303] [added: 2,350] independent contractors to transport freight in our trailing equipment.

In managing the Company’s business, our executive leadership focuses on [removed: various human capital measures and objectives designed to address the attraction, development, and retention of personnel] [added: investments in our employees] across the dimensions of culture, career, and [removed: wellness.][added: wellness designed to increase talent attraction, development, and retention.]

These include but are not limited to competitive compensation and benefits, paid time off, employee retirement plans, bonus and other incentive compensation plans, modern equipment and support, employee listening programs connecting feedback with business action, leadership development, recognition, and [removed: tuition assistance.][added: various other programs to benefit employees and their families.]

_Culture and [removed: Belonging_][added: Inclusion_]

The Company’s seven ERGs are open to all of our employees and offer opportunities for [removed: professional development] [added: community] and networking.

In addition to [removed: offering tuition assistance] [added: benefits] for [removed: degree programs or certifications to] our employees, family members of employees are also eligible to apply for the J.B. Hunt Scholarship Program for Families, offering the opportunity to receive [removed: $2,500 each school year, and] up to $10,000 over four years.

The health and well-being of our workforce has always been a priority as safety is ingrained into our [removed: corporate] culture and is a company value.

In addition, [added: for the past 30 years,] our Million Mile Safe Driving and Recognition Awards Program has [removed: for more than 25 years recognized] [added: been recognizing] and [removed: rewarded] [added: rewarding] our drivers who dedicate themselves to accident-free driving.

Since its inception in 1996, the program has awarded more than [removed: $40] [added: $42] million in safe driving [removed: bonuses,] [added: bonuses] and [removed: in 2024,] surpassed [removed: 5,000] [added: 5,300] drivers who have achieved one million safe miles.

From new and expanded benefit programs to case management support [removed: to shortened eligibility waiting periods] and more, we are continually assessing our offerings in a competitive and ever-changing healthcare landscape.

Financial wellness is also included in our focus, and we provide seed funding for healthcare savings [removed: accounts and] [added: accounts,] opportunities to participate in 401(k) retirement [removed: plans.][added: plans with company matching, and other financial literacy resources.]

We believe this is essential for our people to grow and thrive, [removed: and] for innovative ideas to be [removed: fostered] [added: fostered,] and problems to be solved.

As of December 31, [removed: 2024,] [added: 2025,] our company-owned tractor and truck fleet consisted of [removed: 19,326] [added: 18,843] units.

In addition, we had [removed: 2,303] [added: 2,350] independent contractors who operate their own tractors but transport freight in our trailing equipment.

At December 31, [removed: 2024,] [added: 2025,] the average age of our combined tractor fleet was [removed: 2.4] [added: 2.7] years, while our containers averaged [removed: 9.6] [added: 10.5] years of age and our trailers averaged [removed: 6.5] [added: 7.1] years.

Our operations into and out of Canada and Mexico are subject to regulation by those countries as well as U.S. Customs and [removed: Boarder] [added: Border] Protection with respect to cross-border trade and security compliance.

We were named to the Dow Jones Best-In-Class North America Index in February 2025, which demonstrates our company’s progress toward reducing our environmental impact and enhancing the value we create for our employees, customers, and communities.

This index represents the top 20% of North America’s largest 600 companies in the S&P Global Brand Marketing Index based on long-term economic, environmental and social criteria.

We are the only road transportation company to make the Dow Jones Best-in-Class North America Index and are one of just five companies in the overall transportation industry group.

At December 31, 2025, JBI also managed a fleet of 5,880 company-owned tractors and contracted 308 independent contractor trucks and had 8,704 total employees, including 7,606 company drivers and four delivery and material assistants.

We are an Environmental Protection Agency (EPA) SmartWay® Transport Partner, and a proud thirteen-time recipient of the EPA’s SmartWay® Excellence Award (awarded consecutively through 2021 before the award program was paused in 2022 and 2023.

In 2024 we were listed in Smartway's High Performer List which highlights companies who have achieved significant shipping and freight efficiencies that merit special attention.

JBI also manages a fleet of 6,153 company-owned tractors and contracts 349 independent contractor trucks.

At December 31, 2024, the total JBI employee count was 9,253, including 8,117 company drivers and 4 delivery and material assistants.

We are involved in certain claims and pending litigation arising from the normal conduct of business.

Based on present knowledge of the facts and, in certain cases, opinions of outside counsel, we believe the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, results of operations or liquidity.

See Note 9, Commitments and Contingencies in our Consolidated Financial Statements for disclosures related to legal proceedings.

The aggregate market value of [removed: 81,444,471] [added: 76,137,783] shares of the registrant’s $0.01 par value common stock held by non-affiliates as of June 30, [removed: 2024,] [added: 2025,] was [removed: $13.0] [added: $10.9] billion (based upon [removed: $160.00] [added: $143.60] per share).

As of February [removed: 18, 2025,] [added: 17, 2026,] the number of outstanding shares of the registrant’s common stock was [removed: 100,008,209.][added: 94,604,083.]

Certain portions of the Notice and Proxy Statement for the Annual Meeting of Shareholders, to be held April [removed: 24, 2025,] [added: 23, 2026,] are incorporated by reference in Part III of this Form 10-K.

For The Fiscal Year Ended December 31, [removed: 2024][added: 2025]

December 31, 2025

| | Arkansas | 71-0335111 | |

| | (State or other jurisdiction of | (I.R.S. Employer | |

| | incorporation or organization) | Identification No.) | |

| | 615 J.B. Hunt Corporate Drive | 72745-0130 | |

| | Lowell, Arkansas | (ZIP Code) | |

| | (Address of principal executive offices) | | |

December 31, 2024

| | Arkansas (State or other jurisdiction of incorporation or organization) 615 J.B. Hunt Corporate Drive Lowell, Arkansas (Address of principal executive offices) | 71-0335111 (I.R.S. Employer Identification No.) 72745-0130 (ZIP Code) | |

Legal Proceedings [removed: 14][added: 15]

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities [removed: 14][added: 15]

Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: 16][added: 17]

Quantitative and Qualitative Disclosures About Market Risk [removed: 24][added: 25]

Financial Statements and Supplementary Data [removed: 25][added: 26]

Controls and Procedures [removed: 25][added: 26]

Other Information [removed: 26][added: 27]

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters [removed: 27][added: 28]

Certain Relationships and Related Transactions, and Director Independence [removed: 27][added: 28]

Principal Accounting Fees and Services [removed: 27][added: 28]

Exhibits, Financial Statement Schedules [removed: 28][added: 29]

| Signatures | | [removed: 31] [added: 32] |

Forward-looking statements are inherently uncertain, subject to risks, and should be viewed with [removed: caution._ _These statements are based on our belief or interpretation of information currently available.][added: caution.]

Some of the factors and events that are not within our control and that could have a material impact on future operating results include the following: general economic and business conditions; competition and competitive rate fluctuations; excess capacity in the intermodal or trucking industries; a loss of one or more major customers; cost and availability of diesel fuel; interference with or termination of our relationships with certain railroads; rail service delays; disruptions to U.S. port-of-call activity; ability to attract and retain qualified drivers, delivery personnel, independent contractors, and third-party carriers; retention of key employees; insurance costs and availability; litigation and claims expense; determination that independent contractors are employees; new or different environmental or other laws and regulations; volatile financial credit markets or interest rates; changes in border or trade policies, including tariffs; terrorist attacks or actions; acts of war; [added: political instability;] adverse weather conditions; disruption or failure of information [removed: systems;] [added: systems due to cybersecurity threats or other incidents;] inability to keep pace with_ _technological advances affecting our [added: business and our] information technology platforms;_ _potential business or operational disruptions resulting from the effects of a national or international health pandemic; operational disruption or adverse effects of business acquisitions; increased costs for and availability of new revenue equipment; disruptions in the procurement of domestic or imported revenue equipment; decreases in the value of used equipment; and the ability of revenue equipment manufacturers to perform in accordance with agreements for guaranteed equipment trade-in values._

These statements are based on our belief or interpretation of information currently available.

| | | |

| | ● | Categories (including but not limited to cybersecurity, data privacy, governance, [removed: and] application [removed: development)] [added: development, and AI)] |

The Company maintains a Cybersecurity Operations Center (CSOC) comprised of in-house [removed: staff,] [added: employees,] contracted personnel, and other third-party security service providers.

These subsequent reviews occur at different intervals, based on the nature of the business relationship, the type of data being exchanged (if any), and the overall potential impact to the Company, and include consideration of factors such as the third party’s cybersecurity capabilities, data protections and privacy measures, and [added: AI and] technical capabilities as related to required integrations with the Company’s systems.

[removed: Beginning in 2025, in addition to these annual meetings,] [added: Three additional times a year] the CIO or the [removed: Sr.] [added: Senior] Vice President of Engineering [removed: &] [added: and] Technology [removed: is scheduled to meet] [added: meets] with the Audit Committee [added: who subsequently provides an update to the Board,] such that the Board and the Committee receive updates on at least a quarterly basis.

Our CIO has over [removed: 30] [added: 31] years of experience leading data and technology initiatives and has held executive and senior leadership roles across Fortune 500 companies.

Our Senior Vice President of Engineering and Technology has more than [removed: 34] [added: 35] years of IT experience and has led initiatives in IT application development, IT operations, cloud computing, cybersecurity, business continuity, governance, compliance, and enterprise risk management across various industries.

Our Vice President of Engineering and Technology, has more than [removed: 30] [added: 31] years of expertise with the Company in cybersecurity, engineering, governance, risk, and compliance, having successfully led numerous projects for the Company.

The Company’s Chief Information Officer (CIO) meets directly with the full Board of Directors at least annually.

| --- | --- | --- |

The Audit Committee holds a separate annual in-person meeting with the Company’s Chief Information Officer (CIO) and subsequently provides an update to the Board.

The Company’s CIO also attends a second annual meeting directly with the full Board of Directors.

We also own or lease [removed: 54] [added: 59] other significant facilities across the United States where we perform maintenance on our equipment, provide bulk fuel, and employ personnel to support operations.

These facilities vary in size from [removed: 1] [added: one] to [removed: 39] [added: 43] acres.

In addition, we have [removed: 111] [added: 106] leased or owned facilities in our FMS cross-dock and other delivery system networks and multiple leased or owned remote sales offices or branches in our ICS segment.

| Cross-dock and delivery system facilities | | | [removed: 98] [added: 94] | | | | [removed: 3,810,000] [added: 3,437,616] | | | | [removed: 138,000] [added: 126,552] | |

| Corporate headquarters campus, Lowell, Arkansas | | | [removed: 140] [added: 218] | | | | \- | | | | [removed: 707,000] [added: 704,059] | |

| Branch sales offices | | | \- | | | | \- | | | | [removed: 164,000] [added: 110,312] | |

| Other facilities, offices, and parking yards | | | [removed: 825] [added: 671] | | | | [removed: 864,000] [added: 541,495] | | | | [removed: 298,000] [added: 234,318] | |

| Maintenance and support facilities | | | 662 | | | | 1,317,966 | | | | 278,413 | |

| Maintenance and support facilities | | | 577 | | | | 949,000 | | | | 205,000 | |

Our common stock is traded on the NASDAQ Global Select Market (NASDAQ) under the symbol “JBHT.” At December 31, [removed: 2024,] [added: 2025,] we were authorized to issue up to 1 billion shares of our common stock, and 167.1 million shares were issued.

We had [removed: 100.6] [added: 94.6] million and [removed: 103.2] [added: 100.6] million shares outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024,] respectively.

On February [removed: 18, 2025,] [added: 17, 2026,] we had [removed: 893] [added: 855] shareholders of record of our common stock.

On January [removed: 23, 2025,] [added: 22, 2026,] we announced an increase in our quarterly cash dividend from [removed: $0.43 to] $0.44 [added: to $0.45] per share, which was paid February [removed: 21, 2025,] [added: 20, 2026,] to shareholders of record on February [removed: 7, 2025.][added: 6, 2026.]

The following table summarizes purchases of our common stock during the three months ended December 31, [removed: 2024:][added: 2025:]

| | (1) | On August 16, 2024, our Board of Directors authorized the purchase of up to $1 billion of our common stock. [added: On October 22, 2025, our Board of Directors authorized the purchase of up to an additional $1 billion of our common stock to be effective upon exhausting the 2024 authorization, which occurred in November 2025.] This [added: current] stock repurchase program has no expiration date. |

The following graph compares the cumulative 5-year total return of shareholders of our common stock with the cumulative total returns of the S&P 500 index, Nasdaq Transportation index, and [removed: a] [added: two] customized peer [removed: group.][added: groups.]

The peer group [added: labeled “2024 Peer Group”] consists of 13 companies: CH Robinson [removed: Worldwide Inc,] [added: Worldwide, Inc.,] CSX [removed: Corp,] [added: Corporation,] Expeditors International Of [removed: Washington Inc,] [added: Washington, Inc.,] Hub [removed: Group Inc,] [added: Group, Inc.,] Knight-Swift Transportation [removed: Holdings Inc,] [added: Holdings, Inc.,] Norfolk Southern [removed: Corp,] [added: Corporation,] Old Dominion Freight [removed: Line Inc,] [added: Line, Inc.,] Republic [removed: Services Inc,] [added: Services, Inc.,] Ryder [removed: System Inc,] [added: System, Inc.,] Schneider [removed: National Inc,] [added: National, Inc.,] Union Pacific [removed: Corp,] [added: Corporation,] Waste [removed: Management Inc and XPO] [added: Management,] Inc. [removed: We have removed Stericycle,] [added: and XPO,] Inc. [removed: from our] [added: The] peer group [removed: as it was acquired by] [added: labeled “2025 Peer Group” consists of 14 companies: CH Robinson Worldwide, Inc., CSX Corporation, Expeditors International Of Washington, Inc., Hub Group, Inc., Knight-Swift Transportation Holdings, Inc., Norfolk Southern Corporation, Old Dominion Freight Line, Inc., Republic Services, Inc., Ryder System, Inc., Schneider National, Inc., Union Pacific Corporation, United Rentals, Inc.,] Waste Management, Inc. [added: and XPO, Inc. The graph assumes the value of the investment] in [removed: November 2024.][added: our common stock, in the two indexes, and in each of the peer groups (including reinvestment of dividends) was $100 on December 31, 2020 and tracks it through December 31, 2025.]

[removed: ][added: ]

| | | [removed: 2019 | | | |] 2020 | | | | 2021 | | | | 2022 | | | | 2023 | | | | 2024 | | | [added: | 2025 | | |]

| October 1 through October 31, 2025 | | | 215,115 | | | $ | 167.49 | | | | 215,115 | | | $ | 1,070 | |

| November 1 through November 30, 2025 | | | 627,757 | | | | 165.51 | | | | 627,757 | | | | 968 | |

| December 1 through December 31, 2025 | | | \- | | | | \- | | | | \- | | | | 968 | |

| Total | | | 842,872 | | | $ | 166.02 | | | | 842,872 | | | $ | 968 | |

| J.B. Hunt Transport Services, Inc. | | $ | 100.00 | | | $ | 150.63 | | | $ | 129.65 | | | $ | 149.87 | | | $ | 129.26 | | | $ | 148.91 | |

| S&P 500 | | | 100.00 | | | | 128.71 | | | | 105.40 | | | | 133.10 | | | | 166.40 | | | | 196.16 | |

| Nasdaq Transportation | | | 100.00 | | | | 113.28 | | | | 91.78 | | | | 123.12 | | | | 125.85 | | | | 138.77 | |

| 2024 Peer Group | | | 100.00 | | | | 132.85 | | | | 114.23 | | | | 136.40 | | | | 140.00 | | | | 154.19 | |

| 2025 Peer Group | | | 100.00 | | | | 133.25 | | | | 115.77 | | | | 140.98 | | | | 146.86 | | | | 162.46 | |

| October 1 through October 31, 2024 | | | 37,247 | | | $ | 166.21 | | | | 37,247 | | | $ | 961 | |

| November 1 through November 30, 2024 | | | 52,815 | | | | 181.11 | | | | 52,815 | | | | 951 | |

| December 1 through December 31, 2024 | | | 398,656 | | | | 175.30 | | | | 398,656 | | | | 882 | |

| Total | | | 488,718 | | | $ | 175.24 | | | | 488,718 | | | $ | 882 | |

The graph assumes the value of the investment in our common stock, in the two indexes, and in the peer group (including reinvestment of dividends) was $100 on December 31, 2019 and tracks it through December 31, 2024.

| J.B. Hunt Transport Services, Inc. | | $ | 100.00 | | | $ | 118.10 | | | $ | 177.90 | | | $ | 153.12 | | | $ | 177.00 | | | $ | 152.66 | |

| S&P 500 | | | 100.00 | | | | 118.40 | | | | 152.39 | | | | 124.79 | | | | 157.59 | | | | 197.02 | |

| Nasdaq Transportation | | | 100.00 | | | | 106.29 | | | | 120.41 | | | | 97.55 | | | | 130.87 | | | | 133.76 | |

| Peer Group | | | 100.00 | | | | 119.84 | | | | 159.21 | | | | 136.89 | | | | 163.47 | | | | 167.78 | |

Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

Consolidated Statements of Earnings for years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Consolidated Statements of Shareholders’ Equity for years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows for years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]

[removed: Management’s] [added: Management’s] Report on Internal Control Over Financial Reporting

The effectiveness of internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm that also audited our Consolidated Financial Statements.

There has been no change in our internal control over financial reporting during the fourth quarter ended December 31, [removed: 2024,] [added: 2025,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, [removed: 2024,] [added: 2025,] 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.

The information required for Item 10 is hereby incorporated by reference from the Notice and Proxy Statement for the Annual Meeting of Shareholders to be held April [removed: 24, 2025.][added: 23, 2026.]

The information required for Item 11 is hereby incorporated by reference from the Notice and Proxy Statement for the Annual Meeting of Shareholders to be held April [removed: 24, 2025.][added: 23, 2026.]

Except as set forth below, the information required for Item 12 is hereby incorporated by reference from the Notice and Proxy Statement for the Annual Meeting of Shareholders to be held April [removed: 24, 2025.][added: 23, 2026.]

The following table summarizes, as of December 31, [removed: 2024,] [added: 2025,] information about compensation plans under which equity securities of the Company are authorized for issuance.

| Plan Category(1) | | Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | | [removed: |] Weighted- average Exercise Price of Outstanding Options, Warrants, and Rights | | | [removed: |] Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) | | [removed: |]

| Equity compensation plans approved by security holders | | [removed: | 1,089,528 | |] [added: 1,022,533] | [removed: $] | [removed: \-] | [added: $-] (2) | | | [removed: 3,531,582] [added: 3,142,353] | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | (A) | | | (B) | | | (C) | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | (A) | | | | (B) | | | | (C) | | |

The information required for Item 13 is hereby incorporated by reference from the Notice and Proxy Statement for the Annual Meeting of Shareholders to be held April [removed: 24, 2025.][added: 23, 2026.]

The information required for Item 14 is hereby incorporated by reference from the Notice and Proxy Statement for the Annual Meeting of Shareholders to be held April [removed: 24, 2025.][added: 23, 2026.]

| | [removed: | The above schedule reports allowances related to trade accounts receivable and other receivables.] All other schedules have been omitted either because they are not applicable or because the required information is included in our Consolidated Financial Statements or the notes thereto. |

| [added: Exhibit] Number | | Description |

| 4.1 | | [Description of Capital Stock of J.B. Hunt Transport Services, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/728535/000143774925004736/ex_779482.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/728535/000143774926005294/ex_920940.htm)] |

| 19.1 | | [Insider Trading Policy of J.B. Hunt Transport Services, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/728535/000143774925004736/ex_779481.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/728535/000143774926005294/ex_920941.htm)] |

| 21.1 | | [Subsidiaries of J.B. Hunt Transport Services, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/728535/000143774925004736/ex_779490.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/728535/000143774926005294/ex_920942.htm)] |

| 22.1 | | [List of Guarantor Subsidiaries of J.B. Hunt Transport Services, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/728535/000143774925004736/ex_779483.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/728535/000143774926005294/ex_920943.htm)] |

| 23.1 | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/728535/000143774925004736/ex_779484.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/728535/000143774926005294/ex_920944.htm)] |

| 24.1 | | [Powers of Attorney of Members of J.B. Hunt Transport Services, Inc. Board of [removed: Directors](https://www.sec.gov/Archives/edgar/data/728535/000143774925004736/ex_779485.htm)] [added: Directors](https://www.sec.gov/Archives/edgar/data/728535/000143774926005294/ex_920957.htm)] |

| 31.1 | | [Rule 13a-14(a)/15d-14(a) [removed: Certification](https://www.sec.gov/Archives/edgar/data/728535/000143774925004736/ex_779486.htm)] [added: Certification](https://www.sec.gov/Archives/edgar/data/728535/000143774926005294/ex_920945.htm)] |

| 31.2 | | [Rule 13a-14(a)/15d-14(a) [removed: Certification](https://www.sec.gov/Archives/edgar/data/728535/000143774925004736/ex_779487.htm)] [added: Certification](https://www.sec.gov/Archives/edgar/data/728535/000143774926005294/ex_920946.htm)] |

| 32.1 | | [Section 1350 [removed: Certification](https://www.sec.gov/Archives/edgar/data/728535/000143774925004736/ex_779488.htm)] [added: Certification](https://www.sec.gov/Archives/edgar/data/728535/000143774926005294/ex_920947.htm)] |

| 97.1 | | [Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 C.F.R. [removed: 240.10D-1.](https://www.sec.gov/Archives/edgar/data/728535/000143774925004736/ex_779489.htm)] [added: 240.10D-1 (incorporated by reference from Exhibit 97.1 of the Company’s annual report on Form 10-K for the year ended December 31, 2024, filed February 21, 2025)](http://www.sec.gov/Archives/edgar/data/728535/000143774925004736/ex_779489.htm)] |

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Lowell, Arkansas, on the [removed: 21st] [added: 24th] day of February [removed: 2025.][added: 2026.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on the [removed: 21st] [added: 24th] day of February [removed: 2025,] [added: 2026,] on behalf of the registrant and in the capacities indicated.

| | /s/ Shelley Simpson | | President and Chief Executive [removed: Officer |] [added: Officer, Member] |

| | [removed: Shelley Simpson] | | (Principal Executive Officer) | [removed: |]

| | /s/ John Kuhlow | | Chief [removed: Financial] [added: Accounting] Officer, | [removed: |]

| | John Kuhlow | | [removed: Executive] [added: Senior] Vice President | [removed: |]

| | | | (Principal Financial [removed: and Accounting] Officer) | [removed: |]

| | * | | [added: Executive] Chairman of the Board of Directors | [removed: |]

| | John N. Roberts, III | | | [removed: |]

| | * | | Member of the Board of Directors | [removed: |]

| | James L. Robo | | (Independent Lead Director) | [removed: |]

| | Francesca M. Edwardson | | | [removed: |]

| | Sharilyn S. Gasaway | | | [removed: |]

| | John B. Hill, III | | | [removed: |]

| | J. Bryan Hunt, Jr. | | | [removed: |]

| | Persio Lisboa | | | [removed: |]

[added: | |] * [added: |] By /s/ Shelley Simpson [added: |]

[added: | | |] Shelley Simpson [added: |]

[added: | | |] As Attorney-in-Fact Pursuant to Powers of Attorney filed herewith [added: |]

| | [added: |] PAGE |

| Management’s Report on Internal Control Over Financial Reporting | [removed: 33] [added: 34] | [added: |]

| Report of Independent Registered Public Accounting Firm (PCAOB ID Number 238) | [removed: 34] [added: 35] | [added: |]

| Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | [removed: 36] [added: 37] | [added: |]

| Consolidated Statements of Earnings for years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | [removed: 37] [added: 38] | [added: |]

| Consolidated Statements of Shareholders’ Equity for years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | [removed: 38] [added: 39] | [added: |]

| Consolidated Statements of Cash Flows for years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | [removed: 39] [added: 40] | [added: |]

| Notes to Consolidated Financial Statements | [removed: 40] [added: 41] | [added: |]

We assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

| December 31, 2025 | | | 32.4 | | | | 5.7 | | | | (7.6 | ) | | | 30.5 | |

| | The above schedule reports allowances related to trade accounts receivable and other receivables. |

| 4.6 | | [Second Supplemental Indenture, dated as of March 13, 2025 (incorporated by reference from Exhibit 4.2 of the Company’s current report on Form 8-K, filed March 13, 2025)](http://www.sec.gov/Archives/edgar/data/728535/000143774925007495/ex_789288.htm) |

| 10.4 | | [Second Amended and Restated Credit Agreement and related documents (incorporated by reference from Exhibit 10.1 of the Company’s current report on Form 8-K, filed December 2, 2025)](http://www.sec.gov/Archives/edgar/data/728535/000143774925036646/ex_894292.htm) |

| | | |

| | | |

| | | |

| | Shelley Simpson | | of the Board of Directors |

| | | | |

| | /s/ A. Brad Delco | | Chief Financial Officer, |

| | A. Brad Delco | | Executive Vice President |

| | | | |

| | | | |

| | | | |

| | | | |

| | * | | Member of the Board of Directors |

| | Brett Biggs | | |

| | | | |

| | * | | Member of the Board of Directors |

| | | | |

| | * | | Member of the Board of Directors |

| | | | |

| | * | | Member of the Board of Directors |

| | | | |

| | * | | Member of the Board of Directors |

| | | | |

| | * | | Member of the Board of Directors |

| --- | --- | --- |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| /s/ Shelley Simpson | | /s/ A. Brad Delco | |

| --- | --- | --- | --- |

| Shelley Simpson | | A. Brad Delco | |

| | | (Principal Financial Officer) | |

Developing the independent estimate of expected losses involved independently developing assumptions related to the expected loss rate, loss-development factors, and claim frequencies and severity.

| December 31, 2022 | | $ | 16.8 | | | $ | 9.0 | | | $ | (3.5 | ) | | $ | 22.3 | |

| Exhibit | | |

| --- | --- | --- | --- | --- |

| | | | | |

| --- | --- |

| | |

| /s/ Shelley Simpson | | /s/ John Kuhlow | |

| Shelley Simpson | | John Kuhlow | |

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s claims accrual process, (ii) the appropriateness of the actuarial method, and (iii) the reasonableness of the expected loss rate, loss-development factors, and claim frequencies and severity used in developing the estimate.

February 21, 2025

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Current assets: | | | | | | | | | |

| | | | | | | | | | |

| --- |

| Balances at December 31, 2021 | | $ | 1,671 | | | $ | 448,217 | | | $ | 5,621,103 | | | $ | (2,953,175 | ) | | $ | 3,117,816 | |

| Net earnings | | | \- | | | | \- | | | | 969,351 | | | | \- | | | | 969,351 | |

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Revision to Previously Issued Financial Statements

We revised our Consolidated Balance Sheet at December 31, 2023 to correct an error in the classification of our claims accruals and corresponding insurance receivables for claims in excess of self-insurance levels, which are included in other receivables.

This revision resulted in $326.9 million of claims accruals previously reported as current liabilities and $173.6 million of insurance receivables previously reported in current assets, being classified in long-term claims accruals and other assets, respectively, based on our expectations of the timing of payments and receipt of insurance recoveries.

We also revised our Consolidated Balance Sheet at December 31, 2023 to correct an error in the calculation of our insurance accruals deferred tax asset and correct the associated impacts of this adjustment in the Consolidated Statement of Cash Flows.

This revision resulted in a $49.9 million increase in deferred income taxes and other receivables on the Consolidated Balance Sheet at December 31, 2023 as well as corresponding revisions to deferred income taxes and income taxes receivable or payable in our Consolidated Statement of Cash Flows for the year ended December 31, 2023, with no effect on previously reported net cash provided by operating activities.

We evaluated the impact of these items under the guidance of the SEC Staff Accounting Bulletin No. 99, "Materiality," and determined that these errors are not material to our previously issued financial statements.

Accordingly, we have revised the Consolidated Balance Sheet and Consolidated Statement of Cash Flows for the year ended December 31, 2023 included in the accompanying financial statements.

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expense categories and amounts for each of our reportable segments.

The new standard is effective prospectively for us on January 1, 2025, with retrospective adoption permitted.

The committed term loans authorized us to borrow up to an additional $500 million during the nine-month period beginning September 27, 2022, due September 2025, which we exercised in June 2023.

Our $250 million of 3.85% senior notes matured in March 2024.

The entire outstanding balance was paid in full at maturity.

| Unvested at December 31, 2023 | | | 936,492 | | | $ | 147.02 | |

| Granted | | | 269,322 | | | | 192.98 | |

| Vested | | | (430,890 | ) | | | 146.06 | |

| Forfeited | | | (37,687 | ) | | | 171.81 | |

| Unvested at December 31, 2023 | | | 386,723 | | | $ | 163.87 | |

| Granted | | | 140,469 | | | | 195.24 | |

| Vested | | | (138,115 | ) | | | 150.73 | |

| Forfeited | | | (36,786 | ) | | | 186.85 | |

| State tax, net of federal effect | | | 21,051 | | | | 28,997 | | | | 41,624 | |

| Other, net | | | 8,081 | | | | (4,107 | ) | | | 1,310 | |

| Total tax expense | | $ | 188,630 | | | $ | 206,600 | | | $ | 312,022 | |