On July 30, 2024, the Company, through a wholly owned subsidiary, acquired the operating assets and assumed certain liabilities of the regional less-than-truckload division of Dependable Highway Express, Inc. based in Los Angeles, California.

The total purchase price consideration of $185.0 million, including net working capital adjustments, was funded through borrowing on the 2021 Revolver on the transaction date. At closing, $1.5 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations. As March 31, 2025 $0.5 million remains in escrow and is subject to further adjustments.

The goodwill recognized represents expected synergies from combining the operations of DHE with the Company, including enhanced service offerings, as well as other intangible assets that did not meet the criteria for separate recognition. The goodwill is expected to be deductible for tax purposes.

The purchase price allocation for DHE is preliminary and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, and among other things may be pending the completion of the valuation of acquired tangible assets, an independent valuation of certain acquired intangible assets, assessment of lease agreements, assessment of certain liabilities, the calculation of deferred taxes based upon the underlying tax basis of assets acquired and liabilities assumed, and assessment of other tax related items as applicable. As the Company obtains more information, the preliminary purchase price allocations disclosed above are subject to change. Any future adjustments to the preliminary purchase price allocations, including changes within identifiable intangible assets or estimation uncertainty impacted by market conditions, may impact future net earnings. The purchase price allocation adjustments can be made through the end of the measurement period, which is not to exceed one year from the acquisition date.



	July 30, 2024 Opening Balance Sheet as Reported at September 30, 2024		Adjustments		July 30, 2024 Opening Balance Sheet as Reported at March 31, 2025

Fair value of the consideration transferred	$	184,986	$	—	$	184,986





Other current assets	445		—		445
Property and equipment	29,796		—		29,796
Operating lease right-of-use assets	15,448		—		15,448
Identifiable intangible assets 1	72,400		1,000		73,400

Other noncurrent assets	98		—		98
Total assets	118,187		1,000		119,187




Claims accruals – current and noncurrent portions	(4,000)		—		(4,000)
Operating lease liabilities – current and noncurrent portions	(12,400)		—		(12,400)



Total liabilities	(16,400)		—		(16,400)




Goodwill	$	83,199	$	(1,000)	$	82,199