Legal Proceedings

From time-to-time, we are a party to litigation arising in the ordinary course of business, most of which involves claims for personal injury, workers’ compensation, and/or property damage incurred in connection with the transportation of freight. We record a liability for the estimated cost of the uninsured portion of pending claims and the estimated allocated loss adjustment expenses, including legal and other direct costs associated with a claim, when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.

There are inherent uncertainties in these legal matters, some of which are beyond management’s control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. The Company’s business, results of operations, financial condition, or liquidity could be materially and adversely affected by the resolution of one or more of these contingencies.

In 2025, a third-party trucking company hauling a load brokered by Covenant Transport Solutions, LLC, and using a trailer owned by Landair Leasing, Inc. was involved in an accident in Texas that resulted in five fatalities and injuries to at least one other person. There are several possible defendants in the case, facts are still being developed, alleged damages have not been specified, and there are significant factual and legal issues to be resolved. The Company has concluded that a loss is probable in the litigation in Texas courts, but given the preliminary nature of the proceedings, the Company cannot reasonably estimate a range of possible losses at this time in excess of the amount accrued for legal costs. As of June 30, 2026, the Company has recognized approximately $1.5 million of legal costs related to this matter, of which approximately $0.9 million has been paid and approximately $0.6 million has been accrued for estimated costs not yet paid. The Company has separately recognized insurance recovery assets of approximately $1.0 million, consisting of approximately $0.4 million for claim-related costs already paid by the Company in excess of its $0.5 million policy retention that are expected to be reimbursed by the insurer and approximately $0.6 million for accrued claim-related costs expected to be reimbursed by the insurer when those costs are paid or otherwise settled in the future. The Company has not recorded any other liability related to the accident. To the extent we or any of our subsidiaries is found to have liability related to the accident, and the damages awarded against the Company exceed the Company’s coverage limits, involve significant aggregate use of the Company’s self-insured retention amounts, or cause increases in the Company’s insurance premiums, the Company’s insurance and claims expense would be volatile and increase.  Any resulting increases in such expenses could have a materially adverse effect on the Company’s business, results of operations, financial condition, or liquidity.

Other Commitments and Contingencies

We had $19.9 million of outstanding and undrawn letters of credit as of June 30, 2026 and December 31, 2025. The letters of credit are maintained primarily to support our insurance programs.