SEC Form 10-K filed by J.B. Hunt Transport Services Inc.

2/24/26 2:47:27 PM ET

$JBHT

Trucking Freight/Courier Services

Industrials

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jbht20251231_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______

Commission file number

0-11757

J.B. HUNT TRANSPORT SERVICES, INC.

(Exact name of registrant as specified in its charter)

	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)

Registrant’s telephone number, including area code: 479-820-0000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

JBHT

NASDAQ

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) . ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The aggregate market value of 76,137,783 shares of the registrant’s $0.01 par value common stock held by non-affiliates as of June 30, 2025, was $10.9 billion (based upon $143.60 per share).

As of February 17, 2026, the number of outstanding shares of the registrant’s common stock was 94,604,083.

DOCUMENTS INCORPORATED BY REFERENCE

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

J.B. HUNT TRANSPORT SERVICES, INC.

Form 10-K

For The Fiscal Year Ended December 31, 2025

Table of Contents

		Page
PART I

Item 1.	Business	2

Item 1A.	Risk Factors	8

Item 1B.	Unresolved Staff Comments	12

Item 1C.	Cybersecurity	12

Item 2.	Properties	14

Item 3.	Legal Proceedings	15

Item 4.	Mine Safety Disclosures	15

PART II

Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	15

Item 6.	[Reserved]	17

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 8.	Financial Statements and Supplementary Data	26

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26

Item 9A.	Controls and Procedures	26

Item 9B.	Other Information	27

Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	27

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	27

Item 11.	Executive Compensation	27

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	28

Item 13.	Certain Relationships and Related Transactions, and Director Independence	28

Item 14.	Principal Accounting Fees and Services	28

PART IV

Item 15.	Exhibits, Financial Statement Schedules	29

Signatures		32

FORWARD-LOOKING STATEMENTS

This report, including documents which are incorporated by reference and other documents which we file periodically with the Securities and Exchange Commission (SEC), contains statements that may be considered to be “forward-looking statements.” Such statements relate to our predictions concerning future events or operations and are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When we use words like “may,” “plan,” “contemplate,” “anticipate,” “believe,” “intend,” “continue,” “expect,” “project,” “goals,” “strategy,” “future,” “predict,” “seek,” “estimate,” “likely,” “could,” “should,” “would,” and similar expressions, you should consider them as identifying forward-looking statements, although we may use other phrasing. Forward-looking statements are inherently uncertain, subject to risks, and should be viewed with caution. These statements are based on our belief or interpretation of information currently available. Shareholders and prospective investors are cautioned that actual results and future events may differ materially from these forward-looking statements as a result of many factors. 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; political instability; adverse weather conditions; disruption or failure of information systems due to cybersecurity threats or other incidents; inability to keep pace with technological advances affecting our 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.

You should understand that many important factors that are not within our control, in addition to those listed above, could impact us operationally and financially. Our future financial and operating results may fluctuate as a result of these and other risk factors or events as described in our filings with the SEC. Some important factors that could cause our future results to differ from estimates or projections contained in the forward-looking statements are described under “Risk Factors” in Item 1A. We assume no obligation to update any forward-looking statement to the extent we become aware that it will not be achieved for any reason.

PART I

ITEM 1. BUSINESS

OVERVIEW

We are one of the largest surface transportation, delivery, and logistics companies in North America. J.B. Hunt Transport Services, Inc. is a publicly held holding company that, through our wholly owned subsidiaries, provides a wide range of reliable transportation, brokerage, and delivery services to a diverse group of customers and consumers throughout the continental United States, Canada, and Mexico. Unless otherwise indicated by the context, “we,” “us,” “our,” the “Company”, and “JBHT” refer to J.B. Hunt Transport Services, Inc. and its consolidated subsidiaries. We were incorporated in Arkansas on August 10, 1961, and have been a publicly held company since our initial public offering in 1983. Our service offerings include transportation of full-truckload containerized freight, which we directly transport utilizing our company-controlled revenue equipment and company drivers, independent contractors or third-party carriers. We have arrangements with most of the major North American rail carriers to transport freight in containers or trailers, while we perform the majority of the pickup and delivery services. We also provide customized freight movement, revenue equipment, labor, systems, and delivery services that are tailored to meet individual customers’ requirements and typically involve long-term contracts. These arrangements are generally referred to as dedicated services and may include multiple pickups and drops, freight handling, specialized equipment, and freight network design. In addition, we provide or arrange for local and home delivery services, generally referred to as last-mile delivery services, to customers through a network of cross-dock and other delivery system locations throughout the continental United States. Utilizing thousands of reliable third-party carriers, we also provide comprehensive freight transportation brokerage and logistics services. In addition to dry-van, full-load operations, we also arrange for these unrelated outside carriers to provide flatbed, refrigerated, less-than-truckload (LTL), and other specialized equipment, drivers, and services. Also, we utilize contracted power units to provide traditional over-the-road full truckload delivery services. Our customers, who include many Fortune 500 companies, have extremely diverse businesses. Many of them are served by J.B. Hunt 360°®, an online platform that offers shippers and carriers greater access, visibility and transparency of the supply chain.

We believe our ability to offer multiple services, utilizing our existing lines of business and a full complement of logistics services through third parties, represents a competitive advantage. We report our operating results for these services using five reporting segments: Intermodal (JBI), Dedicated Contract Services® (DCS®), Integrated Capacity Solutions (ICS), Final Mile Services® (FMS) and Truckload (JBT). Our business usually involves slightly higher freight volumes in August through early November. Meanwhile, DCS and FMS are subject to less seasonal variation than our other segments.

Additional general information about us is available at jbhunt.com. We make a number of reports and other information available free of charge on our website, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. Our website also contains corporate governance guidelines, our code of ethics, our whistleblower policy, Board committee charters, and other corporate policies. The information on our website is not, and shall not be deemed to be, a part of this annual report on Form 10-K or incorporated into any other filings we make with the SEC.

OUR VISION, MISSION AND STRATEGY

Our Vision: To create the most efficient transportation network in North America.

Our Mission: Driving long-term value for our people, customers and shareholders.

We forge long-term relationships with key customers that include supply chain management as an integral part of their strategies. Working in concert, we strive to drive out excess cost, add value and function as an extension of their enterprises. Our strategy is based on utilizing an integrated, multimodal approach to provide capacity-oriented solutions centered on delivering customer value and industry-leading service. We believe our unique operating strategy can add value to customers and increase our profits and returns to shareholders.

We continually analyze opportunities for additional capital investment and where management’s resources should be focused to provide more benefits to our customers. These actions should, in turn, yield increasing returns to our shareholders.

Increasingly, our customers are seeking energy-efficient transportation solutions to reduce both cost and greenhouse-gas emissions. Our Company’s vision, to create the most efficient transportation network in North America, focuses on delivering both for our customers across all of our business segments. We seek to accomplish this by maintaining a modern fleet to maximize fuel efficiency, converting loads from truck to rail with our intermodal service, and introducing technologies to optimize freight flows in the supply chain by eliminating waste. Additionally, we continue to test and explore the usage of alternative fuel vehicles. Efforts to improve fleet fuel efficiency and reduce greenhouse gas emissions are ongoing. 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.

As always, we continue to ingrain safety into our corporate culture and strive to conduct all of our operations as safely as possible.

OPERATING SEGMENTS

Segment information is also included in Note 13 to our Consolidated Financial Statements.

JBI Segment

The transportation service offerings of our JBI segment utilize arrangements with most major North American rail carriers to provide intermodal freight solutions for our customers throughout the continental United States, Canada, and Mexico. Our JBI segment began operations in 1989, forming a unique partnership with what is now the BNSF Railway Company (BNSF); this was a watershed event in the industry and the first agreement that linked major rail and truckload carriers in a joint service environment. Throughout the years that followed, JBI established multiple agreements with other Class I railroads. JBI draws on the intermodal services of these rail carriers for the underlying linehaul movement of its equipment between rail ramps. The origin and destination pickup and delivery services (drayage) are handled by our company-owned tractors for the majority of our intermodal loads, while third-party dray carriers are used where economical. By performing our own drayage services, we are able to provide a cost-competitive, seamless coordination of the combined rail and dray movements for our customers.

At December 31, 2025, JBI operated 124,838 pieces of company-owned trailing equipment systemwide. The fleet primarily consists of 53-foot, high-cube containers and is designed to take advantage of intermodal double-stack economics and superior ride quality. We own and maintain our own chassis fleet, consisting of 104,474 units at December 31, 2025. The containers and chassis are uniquely designed so that they may only be paired together for optimal productivity, which we feel creates an operational competitive advantage. 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. Revenue for the JBI segment in 2025 was $5.98 billion.

DCS Segment

DCS focuses on private fleet conversion and creation in replenishment and specialized equipment. We specialize in the design, development, and execution of supply chain solutions that support a variety of transportation networks. Contracts with our customers are long-term, ranging from three to 10 years, with the average being approximately five years. Pricing of our contracts typically involves cost-plus arrangements, with our fixed costs being recovered regardless of equipment utilization, but is customized based on the amount of invested capital and the duration of the contract.

At December 31, 2025, this segment operated 11,878 company-owned trucks and 761 customer-owned trucks. DCS also operated 26,767 owned pieces of trailing equipment and 5,218 customer-owned trailers. The DCS segment employed 15,131 people, including 12,835 drivers and 43 delivery and material assistants, at December 31, 2025. DCS revenue for 2025 was $3.38 billion.

ICS Segment

ICS provides traditional freight brokerage and transportation logistics solutions to customers through relationships with thousands of third-party carriers and integration with our owned equipment within other segments. By leveraging the J.B. Hunt brand, systems, and network, we provide a broader service offering to customers by providing flatbed, refrigerated, and expedited, as well as a variety of dry-van and intermodal solutions. Furthermore, we offer an online multimodal marketplace via J.B. Hunt 360 that helps shippers and carriers match the right load with the right carrier. ICS also provides the majority of our single-source logistics management services for customers desiring to outsource their transportation functions and utilize our proven supply chain technology and design expertise to improve efficiency. ICS operates multiple remote sales offices or branches, as well as on-site logistics personnel working in direct contact with customers.

At December 31, 2025, the ICS segment employed 575 people, with approximately 126,000 available third-party carriers. ICS revenue for 2025 was $1.11 billion.

FMS Segment

FMS provides last-mile delivery services to customers through a network of cross-dock and other delivery system locations. FMS provides both asset and non-asset (brokerage) big and bulky delivery and installation services, as well as fulfillment, retail-pooling distributions, and LTL services. FMS contracts with customers range from one to five years, with the average being approximately three years.

At December 31, 2025, this segment operated 1,085 company-owned trucks, 169 customer-owned trucks, and 39 independent contractor trucks. FMS also operated 1,091 owned pieces of trailing equipment and 98 customer-owned trailers. The FMS segment employed 2,271 people, including 1,113 drivers and 294 delivery and material assistants, at December 31, 2025. FMS revenue for 2025 was $824 million.

JBT Segment

The service offering in this segment is full-load, dry-van freight, utilizing tractors and trailers operating over roads and highways. JBT offers these services through our J.B. Hunt 360box® program which utilizes our J.B. Hunt 360 platform to access capacity and offer efficient drop trailer solutions to our customers. We typically pick up freight at the dock or specified location of the shipper and transport the load directly to the location of the consignee. We use independent contractors or third-party carriers who agree to transport freight in our trailers as well as available company-owned tractors and employee drivers.

At December 31, 2025, the JBT segment operated 12,658 company-owned trailers and employed 276 people. At December 31, 2025, we had 2,003 independent contractors operating in the JBT segment. JBT revenue for 2025 was $734 million.

Marketing and Operations

We transport, or arrange for the transportation of, a wide range of freight, including general merchandise, specialty consumer items, appliances, home furnishings, forest and paper products, rubber and plastic products, food and beverages, building materials, apparel and accessories, soaps and cosmetics, automotive parts, agricultural products, electronics, and chemicals. Our customer base includes a large number of Fortune 500 companies. We provide many transportation services that meet the supply chain logistics needs of shippers.

We generally market all of our service offerings through a nationwide sales and marketing network. We use specific sales forces in DCS and FMS due to the length, complexity, and specialization of the sales cycle. In addition to our sales teams, J.B. Hunt 360 offers instant access to a wide array of technology-driven solutions for customers and carriers. Through the platform, businesses of all sizes can quote and book shipments, view analytics, and gain visibility into freight movement. In accordance with our typical arrangements, we bill the customer for all services, and we, in turn, pay all third parties for their portion of transportation services provided.

Human Capital Resources

General

Despite operating over 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 our employees, where their innovative ideas can be fostered to solve problems and provide value-added services for our customers. We put forth our best effort to support initiatives that benefit our people and reflect our company values of integrity, respect, innovation, safety, and excellence.

As of December 31, 2025, we had 31,750 employees, which consisted of 21,554 company drivers, 8,481 office personnel, 1,374 maintenance technicians, and 341 delivery and material assistants. We also had arrangements with 2,350 independent contractors to transport freight in our trailing equipment. None of our employees are represented by unions or covered by collective bargaining agreements.

In managing the Company’s business, our executive leadership focuses on investments in our employees across the dimensions of culture, career, and 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 various other programs to benefit employees and their families.

Culture and Inclusion

We work to foster a culture where all employees feel welcomed, valued, respected, safe, and heard, and where the actions of our people reflect our company values.

We measure ourselves through listening to our employees in surveys, focus groups, and town hall meetings with leadership. We use data and ideas from those activities to drive action in support of our leaders and teams. We also facilitate ideation from all employees through our process improvement platform, ELEVATION, where anyone can submit an idea to make the company better.

In addition, our Employee Resource Groups (ERGs), Inclusion Office, and Inclusion Council work together to further a culture of inclusivity. The Company’s seven ERGs are open to all of our employees and offer opportunities for community and networking.

Career and Opportunity

Providing career opportunities for our people is an ongoing commitment. Thousands of employees have had the chance to move jobs or be promoted into new roles, and thousands more have participated in leadership training over their careers, including training opportunities for field and office positions. In addition to benefits for 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 up to $10,000 over four years.

Wellness and Safety

The health and well-being of our workforce has always been a priority as safety is ingrained into our culture and is a company value. We strive to conduct all of our operations as safely as possible. Many of our employees participate in regular job-specific safety training programs. In addition, for the past 30 years, our Million Mile Safe Driving and Recognition Awards Program has been recognizing and rewarding our drivers who dedicate themselves to accident-free driving. Since its inception in 1996, the program has awarded more than $42 million in safe driving bonuses and surpassed 5,300 drivers who have achieved one million safe miles.

We believe that access to quality healthcare is also an important part of this priority, and we have programs in place that focus on improving the quality of care that our employees and their families receive. From new and expanded benefit programs to case management support and more, we are continually assessing our offerings in a competitive and ever-changing healthcare landscape. Paid leave is another key component of this focus, and we offer benefit plans that comply with all applicable laws. Financial wellness is also included in our focus, and we provide seed funding for healthcare savings accounts, opportunities to participate in 401(k) retirement plans with company matching, and other financial literacy resources.

We are a company that prioritizes a supportive and safe work environment. We believe this is essential for our people to grow and thrive, for innovative ideas to be fostered, and problems to be solved. Throughout this approach, we fulfill our mission to provide long-term value for our people, customers, and shareholders.

Revenue Equipment

Our JBI segment utilizes uniquely designed high-cube containers and chassis, which can only be paired with each other and can be separated to allow the containers to be double-stacked on rail cars. The composition of our DCS trailing fleet varies with specific customer requirements and may include dry-vans, flatbeds, bulk, temperature-controlled, curtain-side vans, and dump trailers. We primarily utilize third-party carriers’ tractor and trailing equipment for our ICS segment. Our FMS segment primarily utilizes straight trucks or similar equipment through third-party carriers, while the JBT segment operates primarily 53-foot dry-van trailers.

As of December 31, 2025, our company-owned tractor and truck fleet consisted of 18,843 units. In addition, we had 2,350 independent contractors who operate their own tractors but transport freight in our trailing equipment. We operate with standardized tractors in as many fleets as possible, particularly in our JBI and JBT fleets. Due to our customers’ preferences and the actual business application, our DCS fleet is extremely diversified. We believe operating with relatively newer revenue equipment provides better customer service, attracts quality drivers, improves fuel efficiency and lowers maintenance expense. At December 31, 2025, the average age of our combined tractor fleet was 2.7 years, while our containers averaged 10.5 years of age and our trailers averaged 7.1 years. We perform routine servicing and preventive maintenance on our equipment at our regional terminal facilities.

Competition and the Industry

The freight transportation markets in which we operate are frequently referred to as highly fragmented and competitive. Our JBI segment competes with other intermodal marketing companies; other full-load carriers that utilize railroads for a portion of the transportation service; and, to a certain extent, some railroads directly. The diversified nature of the services provided by our DCS and FMS segments attracts competition from customers’ private fleets, other private fleet outsourcing companies, equipment leasing companies, local and regional delivery service providers, and some truckload carriers. Our ICS segment utilizes the fragmented nature of the truck industry and competes with other non-asset-based logistics companies and freight brokers, as well as full-load carriers. The full-load freight competition of our JBT segment includes thousands of carriers, many of which are very small. While we compete with a number of smaller carriers on a regional basis, only a limited number of companies represent competition in all markets across the country.

We compete with other transportation service companies primarily in terms of price, on-time pickup and delivery service, availability and type of equipment capacity, and availability of carriers for logistics services.

Regulation

Our operations as a for-hire motor carrier are subject to regulation by the U.S. Department of Transportation (DOT) and the Federal Motor Carrier Safety Administration (FMCSA), and certain business is also subject to state rules and regulations. The DOT periodically conducts reviews and audits to ensure our compliance with federal safety requirements, and we report certain accident and other information to the DOT. Our operations into and out of Canada and Mexico are subject to regulation by those countries as well as U.S. Customs and Border Protection with respect to cross-border trade and security compliance. We are also subject to a variety of requirements of national, state, and local governments, including the U.S. Environmental Protection Agency and the Occupational Safety and Health Administration.

We are subject to various environmental laws and regulations dealing with the handling of hazardous materials, underground fuel storage tanks, and discharge and retention of storm water. These laws and regulations have the effect of increasing the costs, risks and liabilities associated with our applicable operations. We are also subject to existing and potential future laws and regulations with regards to public policy on climate change. If current regulatory requirements become more stringent or new environmental laws and regulations regarding climate change are introduced, we could be required to make significant expenditures or abandon certain activities.

We continue to monitor the actions of the FMCSA and other regulatory agencies and evaluate all proposed rules to determine their impact on our operations.

ITEM 1A. RISK FACTORS

In addition to the factors outlined previously in this Form 10-K regarding forward-looking statements and other comments regarding risks and uncertainties, the following risk factors should be carefully considered when evaluating our business. Our business, financial condition or financial results could be materially and adversely affected by any of these risks.

Risks Related to Our Industry

Our business can be significantly impacted by economic conditions, customer business cycles, government policies, and seasonal factors.

Our business is dependent on the freight shipping needs of our customers, which can be heavily impacted by economic conditions and other factors affecting their businesses. Recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries where we have a significant concentration of customers, may substantially reduce freight volumes for which our customers need transportation services and lead to excess capacity in the industry and resulting pressure on the rates we are able to obtain for our services. Adverse economic conditions may also require us to increase our reserve for bad debt losses. Rapid changes in government or political policies, including border or trade policies and tariffs, can also impact our customers operations and reduce their need for freight shipping, or may have an impact on the cost or availability of our equipment. In addition, our results of operations may be affected by seasonal factors. Customers tend to reduce shipments after the winter holiday season, and our operating expenses tend to be higher in the winter months, primarily due to colder weather, which causes higher fuel consumption from increased idle time and higher maintenance costs. Any of these factors could have a significant adverse effect on our financial condition and results of operations.

Extreme or unusual weather conditions can disrupt our operations, impact freight volumes, and increase our costs, all of which could have a material adverse effect on our business results.

Certain weather conditions such as ice and snow can disrupt our operations. Increases in the cost of our operations, such as towing and other maintenance activities, frequently occur during the winter months. Natural disasters such as hurricanes and flooding can also impact freight volumes and increase our costs.

Our operations are subject to various environmental laws and regulations, including legislative and regulatory responses to climate change. Compliance with environmental requirements could result in significant expenditures and the violation of these regulations could result in substantial fines or penalties.

We are subject to various environmental laws and regulations dealing with the handling of hazardous materials, underground fuel storage tanks, and discharge and retention of storm water. We operate in industrial areas, where truck terminals and other industrial activities are located and where groundwater or other forms of environmental contamination have occurred. Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others. We also maintain bulk fuel storage and fuel islands at several of our facilities. If a spill or other accident involving hazardous substances occurs, or if we are found to be in violation of applicable laws or regulations, it could have a material adverse effect on our business and operating results. If we should fail to comply with applicable environmental regulations, we could be subject to substantial fines or penalties and to civil and criminal liability.

We are also subject to existing and potential future laws and regulations with regards to public policy on climate change. If current regulatory requirements become more stringent or new environmental laws and regulations regarding climate change are introduced, we could be required to make significant expenditures or abandon certain activities, which could have a material adverse effect on our business and operating results.

We depend on third parties in the operation of our business, particularly rail service providers, transportation equipment manufacturers, third party carriers and independent contractors.

Our JBI business segment utilizes railroads in the performance of its transportation services. The majority of these services are provided pursuant to contractual relationships with the railroads. While we have agreements with a number of Class I railroads, the majority of our business travels on the BNSF and the Norfolk Southern railways. The transportation services provided by these railroads have been in recent years and may from time to time in the future be impacted by contractual disagreements, labor disruptions or shortages, and other rail network inefficiencies. A material change in the relationship with, the ability to utilize or the overall service levels provided by one or more of these railroads could have a material adverse effect on our business and operating results. In addition, a portion of the freight we deliver is imported to the United States through ports of call that are subject to labor union contracts. Work stoppages or other disruptions at any of these ports could have a material adverse effect on our business.

We regularly purchase new revenue equipment, including trucks, chassis and trailing equipment, in each of our operating segments to expand our fleets and replace aging equipment. Any significant delays in the availability of new revenue equipment or increases in the cost of such equipment could have a material adverse affect on our business and profitability by reducing productivity, increasing maintenance expenses and capital expenditures, and limiting our ability to expand our business.

We also utilize independent contractors and third-party carriers to complete our services. These third parties are subject to similar regulation requirements, which may have a more significant impact on their operations, causing them to exit the transportation industry. Aside from when these third parties may use our trailing equipment to fulfill loads, we do not own the revenue equipment or control the drivers delivering these loads. The inability to obtain reliable third-party carriers and independent contractors could have a material adverse effect on our operating results and business growth.

Rapid changes in fuel costs could impact our periodic financial results.

Fuel costs can be very volatile. We have a fuel surcharge revenue program in place with the majority of our customers, which has historically enabled us to recover the majority of higher fuel costs. Most of these programs automatically adjust weekly depending on the cost of fuel. However, there can be timing differences between a change in our fuel cost and the timing of the fuel surcharges billed to our customers. In addition, we incur additional costs when fuel price increases cannot be fully recovered due to our engines being idled during cold or warm weather and empty or out-of-route miles that cannot be billed to customers. Rapid increases in fuel costs or shortages of fuel could have a material adverse effect on our operations or future profitability. As of December 31, 2025, we had no derivative financial instruments to reduce our exposure to fuel-price fluctuations.

Insurance and claims expenses could significantly reduce our earnings.

Our future insurance and claims expenses might exceed historical levels, which could reduce our earnings. We have experienced substantial increases in the cost of auto liability claims and in recent periods these increases have exceeded our insurance coverage layers, which has adversely impacted our operating results. If the number of claims for which we are self-insured increases or the cost of such claims continues to increase, our operating results could be further adversely affected. We have policies in place for 2026 with substantially the same terms as our 2025 policies for personal injury, property damage, workers’ compensation, and cargo loss or damage. We purchase insurance coverage for the amounts above which we are self-insured. 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. If these expenses increase further and we are unable to offset the increase with higher freight rates, our earnings could be materially and adversely affected.

We operate in a regulated industry, and increased direct and indirect costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business.

The DOT, FMCSA, and various state agencies exercise broad powers over our business, generally governing matters including authorization to engage in motor carrier service, equipment operation, safety, and financial reporting. We are audited periodically by the DOT to ensure that we are in compliance with various safety, hours-of-service, and other rules and regulations. If we were found to be out of compliance, the DOT could restrict or otherwise impact our operations. Our failure to comply with any applicable laws, rules or regulations to which we are subject, whether actual or alleged, could expose us to fines, penalties or potential litigation liabilities, including costs, settlements and judgments. Further, these agencies could institute new laws, rules or regulations or issue interpretation changes to existing regulations at any time. Compliance with new laws, rules or regulations could substantially impair labor and equipment productivity, increase our costs or impact our ability to offer certain services.

Difficulty in attracting and retaining drivers and delivery personnel could affect our profitability and ability to grow.

If we are unable to attract and retain the necessary quality and number of employees, we could be required to significantly increase our employee compensation package, let revenue equipment sit idle, dispose of the equipment altogether, or rely more on higher-cost third-party carriers, which could adversely affect our growth and profitability. In addition, our growth could be limited by an inability to attract third-party carriers upon whom we rely to provide transportation services.

We operate in a competitive and highly fragmented industry. Numerous factors could impair our ability to maintain our current profitability and to compete with other carriers and private fleets.

We compete with many other transportation service providers of varying sizes and, to a lesser extent, with LTL carriers and railroads, some of which have more equipment and greater capital resources than we do. Additionally, some of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase freight rates or to maintain our profit margins.

In an effort to reduce the number of carriers it uses, a customer often selects so-called “core carriers” as approved transportation service providers, and in some instances, we may not be selected. Many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress freight rates or result in the loss of some business to competitors. Also, certain customers that operate private fleets to transport their own freight could decide to expand their operations, thereby reducing their need for our services.

Our business can be significantly impacted by the effects of national or international health pandemics on general economic conditions and the operations of our customers and third-party suppliers and service providers.

Our operations can be heavily impacted by the effects of a widespread outbreak of contagious disease. The effects of a pandemic may disrupt or restrict the freight shipping activities of some of our customers, on which our business is dependent. In addition, adverse economic conditions caused by a pandemic may also require us to increase our reserve for bad debt losses. Furthermore, pandemic related social and economic disruptions may lead to other events which could negatively impact our operations including service limitations of our third-party purchased transportation providers, reduced availability of drivers and other key employees, disruptions in the procurement of revenue equipment, restrictions at U.S. ports of call, excess capacity or rate reductions within the intermodal or trucking industries, inability of suppliers to continue activities, or volatile financial credit markets. The extent to which a pandemic will impact general economic and business conditions is highly uncertain and unpredictable; however, any of these factors could have a significant adverse effect on our financial condition and results of operations.

Risks Related to Our Business

We derive a significant portion of our revenue from a few major customers, the loss of one or more of which could have a material adverse effect on our business.

For the calendar year ended December 31, 2025, our top 10 customers, based on revenue, accounted for approximately 33% of our revenue. Our JBI, ICS, and JBT segments typically do not have long-term contracts with their customers. While our DCS and FMS segments may involve long-term written contracts, those contracts may contain cancellation clauses, and there is no assurance that our current customers will continue to utilize our services or continue at the same levels. A reduction in or termination of our services by one or more of our major customers could have a material adverse effect on our business and operating results.

A determination that independent contractors are employees could expose us to various liabilities and additional costs.

Federal and state legislation as well as tax and other regulatory authorities have sought to assert that independent contractors in the transportation service industry are employees rather than independent contractors. The laws of several states, including California, apply stricter tests for determining whether an independent contractor should be classified as an employee. We believe we are in compliance with all applicable independent contractor classification requirements. However, it is possible that other federal or state legislation or regulations could be enacted or that various authorities could assert a position that re-classifies independent contractors as employees. If our independent contractors are determined to be properly classified as employees, that determination could materially increase our exposure under a variety of federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, as well as our potential liability for employee benefits. In addition, such changes may be applied retroactively, and if so, we may be required to pay additional amounts to compensate individuals for prior time periods. Any of the above increased costs would adversely affect our business and operating results.

We may be subject to litigation claims that could result in significant expenditures.

We by the nature of our operations 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. While we purchase insurance coverage at levels we deem adequate, future litigation may 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 one or more significant litigation claims could have a material adverse effect on our financial results.

We rely significantly on our information technology systems, a disruption, failure or security breach of which could have a material adverse effect on our business.

We rely on information technology throughout all areas of our business to initiate, track, and complete customer orders; process financial and nonfinancial data; compile results of operations for internal and external reporting; and achieve operating efficiencies and growth. We have also invested significantly in the development of our Marketplace for J.B. Hunt 360 online freight matching platform. Each of our information technology systems may be susceptible to various interruptions, including equipment or network failures, failed upgrades or replacement of software, user error, power outages, natural disasters, cyber-attacks, theft or misuse of data, terrorist attacks, computer viruses, hackers, or other security breaches. 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. We have in the past experienced security breaches and other interruptions of our information technology systems and may in the future experience such breaches or interruptions despite our best efforts to prevent them. 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 anticipate or prevent every attack or failure, particularly as threat actors and technologies evolve, nor may they fully prevent or mitigate all adverse impacts. A significant disruption, failure or security breach in our information technology systems could have a material adverse effect on our business, which could include operational disruptions, loss of confidential information, external reporting delays or errors, legal claims, or damage to our business reputation.

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.

Acquisitions or business combinations may disrupt or have a material adverse effect on our operations or earnings.

Future growth strategies for our operating segments may involve the acquisition of one or more businesses. We could have difficulty integrating acquired companies’ assets, personnel and operations with our own. Regardless of whether we are successful in making an acquisition or completing a business combination, the negotiations could disrupt our ongoing business, distract our management and employees, and increase our operating costs. Acquisitions and business combinations are accompanied by a number of inherent risks, including, without limitation, the difficulty of integrating acquired companies and operations; potential disruption of our ongoing businesses and distraction of our management or the management of acquired companies; difficulties in maintaining controls, procedures and policies; potential impairment of relationships with employees and partners as a result of any integration of new management personnel; potential inability to manage an increased number of locations and employees; failure to realize expected efficiencies, synergies and cost savings; or the effect of any government regulations which relate to the businesses acquired.

Our business could be materially impacted if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with an acquisition or business combination, many of which cannot be presently identified.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

IT Risk Management

The Company maintains an information technology (IT) risk identification process that encompasses risks associated with enterprise solutions and products and services provided by third-party service providers. Cybersecurity risks are considered a subcategory of IT risks and are therefore part of this process. The Company maintains a risk register to document and track IT risks, including factors such as:

●

Categories (including but not limited to cybersecurity, data privacy, governance, application development, and AI)

	●	Likelihood and impact
	●	Initial risk score
	●	Mitigating controls and/or remediations
	●	Residual risk score
	●	Plan for remediation
	●	Risk stage
	●	Reviewers/owners
	●	Approvals/exceptions

The Company’s Governance, Risk, and Compliance (GRC) team maintains the IT risk register and reports updates to the IT Risk Council, which meets regularly. The IT Risk Council is made up of members representing the Company’s cybersecurity, network, server, client, database, and software teams.

Cybersecurity Operations and Incident Response Capabilities

The Company maintains a Cybersecurity Operations Center (CSOC) comprised of in-house employees, contracted personnel, and other third-party security service providers. Our CSOC provides constant monitoring, assessment, and defense of all enterprise information systems (including web sites, applications, databases, servers, clients, and data centers) as well as service provider connections and provides incident reporting as needed.

The Company also maintains a Security Incident Response Team (SIRT) that responds to high-risk security incidents on a 24-hour basis. Members of this team include representatives of our CSOC and Networking Operations Center, as well as cloud/server engineering, network engineering, enterprise data, identity and access management, GRC, end-user computing, application development, and IT leadership teams.

Assessments and Audits

The Company uses various methods to assess our cybersecurity maturity and IT risk management program, including periodic self-assessments and engagements of independent third-party assessors and consultants. We engaged third-party experts for the initial development of the IT risk management program, including preparation of the program charter, IT risk register, and responsibility assignment matrix. We use these external engagements to provide multiple assessments of our cybersecurity functions, including a compromise assessment, a security posture assessment, and a cyber-defense assessment.

Risks Associated with Third-Party Service Providers

The Company’s GRC oversees assessments of third-party service providers in collaboration with our IT contracts, data privacy, technical architecture, and legal teams. An initial review for any cybersecurity threat is completed when the provider is onboarded, with subsequent periodic reviews conducted thereafter. 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 AI and technical capabilities as related to required integrations with the Company’s systems.

Material Findings from Cybersecurity Risks

The Company faces many of the same risks and has experienced similar cybersecurity incidents as other transportation providers. None of these risks or incidents to date have materially affected our business strategy, operations, or financial condition.

Governance

The Board of Directors maintains oversight of risks from cybersecurity-related threats, primarily through the Audit Committee. The Company’s Chief Information Officer (CIO) meets directly with the full Board of Directors at least annually. Three additional times a year the CIO or the Senior Vice President of Engineering and Technology meets with the Audit Committee who subsequently provides an update to the Board, such that the Board and the Committee receive updates on at least a quarterly basis. Other updates are provided throughout the year to the Audit Committee and the Board, as needed. In the event a cybersecurity incident is determined to be significant, a formal meeting of the full Board of Directors may be convened.

Management

The Company’s CIO, Senior Vice President of Engineering and Technology responsible for technical services, and Vice President of Engineering and Technology responsible for IT risk management oversee all material risks associated with cybersecurity threats. Our CIO has over 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 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 31 years of expertise with the Company in cybersecurity, engineering, governance, risk, and compliance, having successfully led numerous projects for the Company. Their backgrounds provide them with a comprehensive understanding of cybersecurity challenges and solutions.

In the event of a cybersecurity incident, these leaders engage the Incident Response Team (IRT), a team comprised of senior- and executive-level leaders from various business units, legal and finance departments, and the corporate communications team, to help manage and maintain business operations throughout the incident and any recovery period. The IRT is responsible for reporting details of the incident and its impact on the business to the Executive Leadership Team (ELT) and making key recommendations for managing operations. The ELT is responsible for advising the Board of any material cybersecurity incidents. Both the ELT and the IRT have participated in formal cybersecurity response training.

ITEM 2. PROPERTIES

We own our corporate headquarters in Lowell, Arkansas. In addition, we own or lease buildings in Lowell that we utilize for administrative support and warehousing. We also own or lease 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 one to 43 acres. Each of our business segments utilizes these facilities. In addition, we have 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. We also own or lease multiple small facilities, offices, and parking yards throughout the country that support our customers’ business needs.

A summary of our principal facilities in locations throughout the U.S. follows:

Type	Acreage		Maintenance Shop/ Cross-dock Facility (square feet)		Office Space (square feet)
Maintenance and support facilities		662		1,317,966		278,413
Cross-dock and delivery system facilities		94		3,437,616		126,552
Corporate headquarters campus, Lowell, Arkansas		218		-		704,059
Branch sales offices		-		-		110,312
Other facilities, offices, and parking yards		671		541,495		234,318

ITEM 3. LEGAL PROCEEDINGS

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.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the NASDAQ Global Select Market (NASDAQ) under the symbol “JBHT.” At December 31, 2025, we were authorized to issue up to 1 billion shares of our common stock, and 167.1 million shares were issued. We had 94.6 million and 100.6 million shares outstanding as of December 31, 2025 and 2024, respectively. On February 17, 2026, we had 855 shareholders of record of our common stock.

Dividend Policy

Our dividend policy is subject to review and revision by the Board of Directors, and payments are dependent upon our financial condition, liquidity, earnings, capital requirements, and any other factors the Board of Directors may deem relevant. On January 22, 2026, we announced an increase in our quarterly cash dividend from $0.44 to $0.45 per share, which was paid February 20, 2026, to shareholders of record on February 6, 2026. We currently intend to continue paying cash dividends on a quarterly basis. However, no assurance can be given that future dividends will be paid.

Purchases of Equity Securities

The following table summarizes purchases of our common stock during the three months ended December 31, 2025:

Period	Total Number of Common Shares Purchased		Average Price Paid Per Common Share Purchased		Total Number of Shares Purchased as Part of a Publicly Announced Plan ⁽¹⁾		Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Plan (in millions)⁽¹⁾
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

(1)

On August 16, 2024, our Board of Directors authorized the purchase of up to $1 billion of our common stock. 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 current stock repurchase program has no expiration date.

Stock Performance Graph

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 two customized peer groups. The peer group labeled “2024 Peer Group” consists of 13 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, Waste Management, Inc. and XPO, Inc. The peer group 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. and XPO, Inc. The graph assumes the value of the investment in 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. The stock price performance included in this graph is not necessarily indicative of future stock price performance.

	Years Ended December 31,
	2020		2021		2022		2023		2024		2025

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

ITEM 6. [Reserved]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our results of operations and financial condition should be read in conjunction with our financial statements and related notes in Item 8. This discussion contains forward-looking statements. Please see “Forward-looking Statements” and “Risk Factors” for a discussion of items, uncertainties, assumptions and risks associated with these statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and assumptions that impact the amounts reported in our Consolidated Financial Statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenues, expenses and associated disclosures of contingent liabilities are affected by these estimates. We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with third parties and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recognized in the accounting period in which the facts that give rise to the revision become known. We consider our critical accounting policies and estimates to be those that require us to make more significant judgments and estimates when we prepare our financial statements and include the following:

Workers’ Compensation and Accident Costs

We purchase insurance coverage for a portion of expenses related to employee injuries, vehicular collisions, accidents, and cargo damage. Certain insurance arrangements include a level of self-insurance (deductible) coverage applicable to each claim. We have umbrella policies to limit our exposure to catastrophic claim costs which may include certain coverage-layer-specific, aggregated reimbursement limits of covered excess claims. We are substantially self-insured for loss of and damage to our owned and leased revenue equipment.

The amounts of self-insurance may change from time to time based on measurement dates, policy expiration dates, and claim type. For 2024 and 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 were fully insured for workers’ compensation claims for nearly all states. We have policies in place for 2026 with substantially the same terms as our 2025 policies for personal injury, property damage, workers’ compensation, and cargo loss or damage.

Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claims and analyses provided by third-party claims administrators, as well as legal, economic, and regulatory factors. Our safety and claims personnel work directly with representatives from the insurance companies to continually update the estimated cost of each claim. The ultimate cost of a claim develops over time as additional information regarding the nature, timing, and extent of damages claimed becomes available. Accordingly, we use an actuarial method to develop current claim information to derive an estimate of our ultimate personal injury and property damage claim liability. This process involves the use of expected loss rates, loss-development factors based on our historical claims experience, claim frequencies and severity, and contractual premium adjustment factors, if applicable. In doing so, the recorded liability considers future claims growth and provides a reserve for incurred-but-not-reported claims. We do not discount our estimated losses. At December 31, 2025, we had current accruals of approximately $283 million and long-term accruals of approximately $444 million for estimated claims. A significant increase in the volume of claims or amount of settlements exceeding our coverage-layer specific, aggregated reimbursement limits could result in a significant increase in our estimated liability for claims in future periods. In addition, we record receivables for amounts expected to be reimbursed for payments made in excess of self-insurance levels on covered claims. At December 31, 2025, we had recorded current assets of $255 million and long-term assets of $235 million of expected reimbursement for covered excess claims, other insurance deposits, and prepaid insurance premiums.

Revenue Equipment

We operate a significant number of tractors, trucks, containers, chassis, and trailers in connection with our business. This equipment may be purchased or acquired under lease agreements. In addition, we may rent revenue equipment from various third parties under short-term rental arrangements. Purchased revenue equipment is depreciated on the straight-line method over the estimated useful life to an estimated salvage or trade-in value. We periodically review the useful lives and salvage values of our revenue equipment and evaluate our long-lived assets for impairment. We have not identified any impairment to these assets at December 31, 2025.

We have agreements with our primary tractor suppliers for residual or trade-in values for certain new equipment. We have utilized these trade-in values, as well as other operational information such as anticipated annual miles, in accounting for depreciation expense.

Revenue Recognition

We record revenues on the gross basis at amounts charged to our customers because we control and are primarily responsible for the fulfillment of promised services. Accordingly, we serve as a principal in the transaction. We invoice our customers, and we maintain discretion over pricing. Additionally, we are responsible for selection of third-party transportation providers to the extent used to satisfy customer freight requirements.

We recognize revenue from customer contracts based on relative transit time in each reporting period and as other performance obligations are provided, with related expenses recognized as incurred. Accordingly, a portion of the total revenue that will be billed to the customer is recognized in each reporting period based on the percentage of the freight pickup and delivery performance obligation that has been completed at the end of the reporting period.

Income Taxes

We account for income taxes under the liability method. Our deferred tax assets and liabilities represent items that will result in a tax deduction or taxable income in future years for which we have already recorded the related tax expense or benefit in our statement of earnings. Deferred tax accounts arise as a result of timing differences between when items are recognized in our Consolidated Financial Statements and when they are recognized in our tax returns. We assess the likelihood that deferred tax assets will be recovered from future taxable income or the reversal of temporary timing differences. To the extent we believe recovery does not meet the more likely than not threshold, a valuation allowance is established. To the extent we establish a valuation allowance, we include an expense as part of our income tax provision.

Significant judgment is required in determining and assessing the impact of complex tax laws and certain tax-related contingencies on our provision for income taxes. As part of our calculation of the provision for income taxes, we assess whether the benefits of our tax positions are at least more likely than not to be sustained upon audit based on the technical merits of the tax position. For tax positions that are not more likely than not to be sustained upon audit, we accrue the largest amount of the benefit that is not more likely than not to be sustained in our Consolidated Financial Statements. Such accruals require us to make estimates and judgments, whereby actual results could vary materially from these estimates. Further, a number of years may elapse before a particular matter for which we have established an accrual is audited and resolved. See Note 6, Income Taxes, in our Consolidated Financial Statements for a discussion of our current tax contingencies.

RESULTS OF OPERATIONS

The following table sets forth items in our Consolidated Statements of Earnings as a percentage of operating revenues and the percentage increase or decrease of those items compared with the prior year.

	Percentage of Operating Revenues						Percentage Change Between Years
	2025			2024
Operating revenues		100.0	%		100.0	%		(0.7	)%

Operating expenses:
Rents and purchased transportation		44.2			44.5			(1.3	)
Salaries, wages and employee benefits		27.0			26.7			0.1
Depreciation and amortization		6.0			6.3			(6.1	)
Fuel and fuel taxes		5.3			5.4			(2.9	)
Operating supplies and expenses		4.3			4.1			3.3
Insurance and claims		2.8			2.6			6.7
General and administrative expenses, including asset dispositions		2.2			2.5			(8.1	)
Operating taxes and licenses		0.6			0.6			(1.4	)
Communication and utilities		0.4			0.4			(0.5	)
Total operating expenses		92.8			93.1			(1.1	)
Operating income		7.2			6.9			4.1
Net interest expense		0.6			0.6			(1.1	)
Earnings before income taxes		6.6			6.3			4.6
Income taxes		1.6			1.6			3.8
Net earnings		5.0	%		4.7	%		4.8	%

2025 Compared With 2024

Consolidated Operating Revenues

Our total consolidated operating revenues decreased 0.7% to $12.00 billion in 2025, compared to $12.09 billion in 2024. This decrease was primarily due to decreased revenue per load within JBI and JBT, lower volume within ICS, reduced truck count in DCS, and decreased revenue and stop counts in 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 3.5% to $1.48 billion in 2025, compared to $1.53 billion in 2024. Revenues, excluding fuel surcharge revenues, decreased 0.3% from 2024.

Consolidated Operating Expenses

Our 2025 consolidated operating expenses decreased 1.1% from 2024, while year-over-year revenue decreased 0.7%, resulting in a 2025 operating ratio of 92.8% compared to 93.1% in 2024.

Rents and purchased transportation costs decreased 1.3% in 2025, primarily due to a decrease in ICS load volumes, which reduced the use of third-party truck carriers, and changes in the 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 increased 0.1% in 2025 from 2024. This increase was primarily related to higher incentive compensation and an increase in group medical benefit expenses, partially offset by lower employee headcounts.

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.

Fuel and fuel taxes expense decreased 2.9% in 2025 compared with 2024, due primarily to a decrease in the price of fuel during 2025 and decreased road miles. We have fuel surcharge programs in place with the majority of our customers. These programs typically involve a specified computation based on the change in national, regional, or local fuel prices. While these programs may address fuel cost changes as frequently as weekly, most also reflect a specified miles-per-gallon factor and require a certain minimum change in fuel costs to trigger a change in fuel surcharge revenue. As a result, some of these programs have a time lag between when fuel costs change and when this change is reflected in revenues. Due to these programs, this lag negatively impacts operating income in times of rapidly increasing fuel costs and positively impacts operating income when fuel costs decrease rapidly. It is not meaningful to compare the amount of fuel surcharge revenue or the change in fuel surcharge revenue between reporting periods to fuel and fuel taxes expense, or the change of fuel expense between periods, as a significant portion of fuel cost is included in our payments to railroads, dray carriers and other third parties. These payments are classified as purchased transportation expense.

Operating supplies and expenses increased 3.3% in 2025 compared with 2024, driven primarily by higher equipment maintenance costs, increased tire expense, and higher tolls expense, partially offset by lower travel and entertainment expenses and towing costs, compared to 2024. 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. General and administrative expenses decreased 8.1% from 2024, primarily due to a decrease in building and yard rental expense, lower professional services expense, decreased technology costs, and lower bad debt expense. Net loss from sale or disposal of assets was $13.7 million in 2025, compared to a net loss from sale or disposal of assets of $14.6 million in 2024.

Net interest expense for 2025 decreased by 1.1% compared with 2024, due primarily to a decrease in effective interest rates on our debt, partially offset by an increase in our average debt balance. Income tax expense increased 3.8% in 2025, due primarily to increased taxable earnings in 2025. Our effective income tax rate was 24.7% in 2025 and 24.8% in 2024.

Segments

We operated five business segments during 2025. The operation of each of these businesses is described in our Notes to Consolidated Financial Statements. The following tables summarize financial and operating data by segment:

	Operating Revenue by Segment
	Years Ended December 31, (in millions)
	2025			2024
JBI	$	5,975		$	5,956
DCS		3,376			3,396
ICS		1,109			1,141
FMS		824			910
JBT		734			702
Total segment revenues		12,018			12,105
Intersegment eliminations		(19	)		(18	)
Total	$	11,999		$	12,087

	Operating Income by Segment
	Years Ended December 31, (in millions)
	2025			2024
JBI	$	450		$	430
DCS		377			376
ICS		(10	)		(56	)
FMS		27			60
JBT		21			21
Total	$	865		$	831

Operating Data by Segment

	Years Ended December 31,
	2025			2024
JBI
Loads		2,138,191			2,090,732
Average length of haul (miles)		1,643			1,692
Revenue per load	$	2,795		$	2,849
Average tractors during the period⁽¹⁾		6,350			6,368
Tractors (end of period)		6,188			6,502
Trailing equipment (end of period)		124,838			122,272
Average effective trailing equipment usage		105,630			104,103

DCS
Loads		3,885,463			3,985,221
Average length of haul (miles)		177			181
Revenue per truck per week⁽²⁾	$	5,190		$	5,075
Average trucks during the period⁽³⁾		12,659			12,988
Trucks (end of period)		12,639			12,647
Trailing equipment (end of period)		32,090			32,046
Average effective trailing equipment usage		33,038			32,639

ICS
Loads		553,126			609,854
Revenue per load	$	2,005		$	1,872
Gross profit margin		14.5	%		16.1	%
Employee count (end of period)		575			590
Approximate number of third-party carriers (end of period)		126,400			110,000
Marketplace for J.B. Hunt 360 revenue (millions)	$	349.1		$	395.8

FMS
Stops		3,831,619			4,316,578
Average trucks during the period⁽³⁾		1,321			1,373

JBT
Loads		432,794			389,832
Revenue per load	$	1,695		$	1,800
Average length of haul		596			629
Tractors (end of period)
Company-owned		-			2
Independent contractor		2,003			1,917
Total tractors		2,003			1,919
Trailers (end of period)		12,658			12,895
Average effective trailing equipment usage		12,152			12,552

⁽¹⁾	Includes company-owned and independent contractor tractors
⁽²⁾	Using weighted workdays
⁽³⁾	Includes company-owned, independent contractor, and customer-owned trucks

JBI Segment

JBI segment revenue was $5.98 billion in 2025, relatively flat when compared to $5.96 billion in 2024, primarily due to a 2% increase in load volume, partially offset by a 2% decrease in revenue per load, which is the combination of changes in freight mix, customer rate changes, and fuel surcharge revenue. Eastern network load volumes increased 10% and transcontinental loads decreased 2% compared to 2024. Revenue per load excluding fuel surcharges decreased 1% compared to 2024.

Operating income of the JBI segment increased to $450 million in 2025, from $430 million in 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.

DCS Segment

DCS segment revenue decreased 1% to $3.38 billion in 2025, from $3.40 billion in 2024. Productivity, defined as revenue per truck per week, increased 2% compared to 2024. Productivity, excluding fuel surcharge revenue, increased 3%, primarily due to contractual index-based rate increases, increased asset utilization, and reduced idle equipment. However, these productivity improvements in 2025 were more than offset by a 3% decline in average trucks, when compared to 2024. Customer retention rates were approximately 94%.

Operating income of our DCS segment increased to $377 million in 2025, from $376 million in 2024. The increase is primarily due to the maturing of new business onboarded over the past year, lower bad debt expense, and overall cost management initiatives, partially offset by lower revenue, increased equipment maintenance costs and higher group medical benefit expenses.

ICS Segment

ICS segment revenue decreased 3% to $1.11 billion in 2025, from $1.14 billion in 2024. Overall volumes decreased 9%, while revenue per load increased 7%, primarily due to higher contractual and spot rates and changes in customer freight mix when compared to 2024. Contractual business was 64% of both total load volume and total revenue in 2025, compared to 61% for both in 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. In addition, 2024 included integration and transition costs related to the 2023 purchase of the brokerage assets of BNSFL which included the impairment or accelerated amortization of certain acquired intangible, information system, and lease assets totaling $26 million. 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. ICS’s carrier base increased 15% when compared to 2024, following a decline in 2024 due to changes in carrier qualification requirements.

FMS Segment

FMS segment revenue decreased 10% to $824 million in 2025 from $910 million in 2024, primarily due to general weakness in customer demand, loss of business due to internal efforts to improve revenue quality across certain accounts, and customer mix.

Operating income of our FMS segment decreased to $27 million in 2025, from $60 million in 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. These items were partially offset by lower personnel-related costs and facility rental expenses.

JBT Segment

JBT segment revenue increased 5% to $734 million in 2025, from $702 million in 2024. Revenue, excluding fuel surcharge revenue, for 2025 increased 6% compared to 2024, primarily due to an 11% increase in load volume, partially offset by a 5% decrease in revenue per load, excluding fuel surcharge revenue. 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. At the end of 2025, JBT operated 2,003 tractors compared to 1,919 at the end of 2024.

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 management's discussion and analysis provides comparisons of material changes in the consolidated financial statements for the years ended December 31, 2025 and 2024. For a comparison of the years ended December 31, 2024 and 2023, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations included in our annual report on Form 10-K for the year ended December 31, 2024.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities totaled $1.68 billion in 2025, compared to $1.48 billion in 2024. The increase was primarily due to increased earnings and the timing of general working capital activities.

Net cash used in investing activities totaled $575 million in 2025, compared with $664 million in 2024. The decrease resulted primarily from a decrease in equipment purchases, net of proceeds from the sale of equipment.

Net cash used in financing activities was $1.1 billion in 2025, compared with $826 million in 2024. This increase resulted primarily from an increase in current year treasury stock purchases.

Our dividend policy is subject to review and revision by the Board of Directors, and payments are dependent upon our financial condition, liquidity, earnings, capital requirements, and other factors the Board of Directors may deem relevant. We paid a $0.42 per share quarterly dividend in 2023, a $0.43 per share quarterly dividend in 2024, and a $0.44 per share quarterly dividend in 2025. On January 22, 2026, we announced an increase in our quarterly cash dividend from $0.44 to $0.45 per share, which was paid February 20, 2026, to shareholders of record on February 6, 2026. We currently intend to continue paying cash dividends on a quarterly basis. However, no assurance can be given that future dividends will be paid.

Liquidity

Our need for capital has typically resulted from the acquisition of containers and chassis, trucks, tractors, and trailers required to support our growth and the replacement of older equipment as well as periodic business acquisitions and real estate transactions. We are frequently able to accelerate or postpone a portion of equipment replacements or other capital expenditures depending on market and overall economic conditions. In recent years, we have obtained capital through cash generated from operations, revolving lines of credit and long-term debt issuances. We have also periodically utilized operating leases to acquire revenue equipment. For our senior notes maturing in 2026, it is our intent to pay the entire outstanding balances in full, on or before the maturity dates, using our existing cash balance, revolving line of credit or other sources of long-term financing.

We believe our liquid assets, cash generated from operations, and revolving line of credit will provide sufficient funds for our operating and capital requirements for the foreseeable future. At December 31, 2025, we were authorized to borrow up to $1.7 billion through a revolving line of credit and committed term loans, pursuant to a credit agreement with a group of banks. The revolving line of credit authorizes us to borrow up to $1.0 billion under a five-year term expiring November 2030, and allows us to request an increase in the revolving line of credit total commitment by up to $400 million and to request two one-year extensions of the maturity date. 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. The applicable interest rates under this agreement are based on either the Secured Overnight Financing Rate (SOFR), or a Base Rate, depending upon the specific type of borrowing, plus an applicable margin and other fees. At December 31, 2025, we had a cash balance of $17 million. Under our senior credit facility, we had a $26.8 million outstanding balance on the revolving line of credit, at an average interest rate of 4.62%.

We continue to evaluate the possible effects of current economic conditions and reasonable and supportable economic forecasts on operational cash flows, including the risks of declines in the overall freight market and our customers' liquidity and ability to pay. We regularly monitor working capital and maintain frequent communication with our customers, suppliers and service providers. A large portion of our cost structure is variable. Purchased transportation expense represents more than half of our total costs and is heavily tied to load volumes. Our second largest cost item is salaries and wages, the largest portion of which is driver pay, which includes a large variable component.

Our senior notes consist of two separate issuances. The first is $700 million of 3.875% senior notes due March 2026, issued in March 2019. Interest payments under these notes are due semiannually in March and September of each year, beginning September 2019. 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. Both senior notes were issued by J.B. Hunt Transport Services, Inc., a parent-level holding company with no significant tangible assets or operations. The notes are guaranteed on a full and unconditional basis by our wholly-owned operating subsidiary. All other subsidiaries of the parent are minor. We registered these offerings and the sale of the notes under the Securities Act of 1933, pursuant to shelf registration statements filed in January 2019 and February 2023, respectively. Both notes are unsecured obligations and rank equally with our existing and future senior unsecured debt. We may redeem for cash some or all of the notes based on a redemption price set forth in the note indenture.

Our financing arrangements require us to maintain certain covenants and financial ratios. At December 31, 2025, we were in compliance with all covenants and financial ratios.

We are currently committed to spend approximately $107.3 million, net of proceeds from sales or trade-ins, during the year 2026. These expenditures will relate primarily to the acquisition of tractors, containers, chassis, and other trailing equipment. We had no other off-balance sheet arrangements as of December 31, 2025.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk can be quantified by measuring the financial impact of a near-term adverse increase in short-term interest rates on variable-rate debt outstanding. Our total long-term debt consists of both fixed and variable interest rate facilities. Our senior notes have fixed interest rates ranging from 3.875% to 4.90%. These fixed-rate facilities reduce the impact of changes to market interest rates on future interest expense. Our senior credit facility 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, 2025, the average interest rate under our senior credit facility and term loan was 4.62%. Our earnings would be affected by changes in these short-term variable interest rates. At our current level of borrowing, a one-percentage-point increase in our applicable rate would reduce annual pretax earnings by $0.3 million.

Although we conduct business in foreign countries, international operations are not material to our consolidated financial position, results of operations, or cash flows. Additionally, foreign currency transaction gains and losses were not material to our results of operations for the year ended December 31, 2025. Accordingly, we are not currently subject to material foreign currency exchange rate risks from the effects that exchange rate movements of foreign currencies would have on our future costs or on future cash flows we would receive from our foreign investment. To date, we have not entered into any foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

The price and availability of diesel fuel are subject to fluctuations due to changes in the level of global oil production, seasonality, weather, and other market factors. Historically, we have been able to recover a majority of fuel-price increases from our customers in the form of fuel surcharges. We cannot predict the extent to which volatile fluctuations in fuel prices will continue in the future or the extent to which fuel surcharges could be collected to offset fuel-price increases. As of December 31, 2025, we had no derivative financial instruments to reduce our exposure to fuel-price fluctuations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our Consolidated Financial Statements, Notes to Consolidated Financial Statements, and reports thereon of our independent registered public accounting firm as specified by this Item are presented following Item 15 of this report and include:

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Earnings for years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Shareholders’ Equity for years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Cash Flows for years ended December 31, 2025, 2024, and 2023

Notes to Consolidated Financial Statements

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain controls and procedures designed to ensure that the information we are required to disclose in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s 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. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). 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, 2025.

The certifications of our Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act have been filed as Exhibits 31.1 and 31.2 to this report.

Management’s Report on Internal Control Over Financial Reporting

Management’s Report on Internal Control Over Financial Reporting is included herein (following Item 15) and is incorporated by reference herein.

The effectiveness of internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm that also audited our Consolidated Financial Statements. PricewaterhouseCoopers LLP’s report on internal control over financial reporting is included herein (following Item 15).

Changes in Internal Control Over Financial Reporting

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

ITEM 9B. OTHER INFORMATION

During the three months ended December 31, 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.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 23, 2026.

ITEM 11. EXECUTIVE COMPENSATION

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 23, 2026.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

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 23, 2026.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table summarizes, as of December 31, 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

Weighted-

average Exercise

Price of

Outstanding

Options,

Warrants, and

Rights

Number of Securities

Remaining Available for

Future Issuance Under

Equity Compensation

Plans (Excluding

Securities Reflected in

Column (A))

(A)

(B)

(C)

Equity compensation plans approved by security holders

1,022,533

$- (2)

3,142,353

⁽¹⁾	We have no equity compensation plans that are not approved by security holders.

⁽²⁾	Currently, only restricted share units remain outstanding under our equity compensation plan. Upon vesting, restricted share units are settled with shares of our common stock on a one-for-one basis and, accordingly, do not include an exercise price.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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 23, 2026.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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 23, 2026.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(A)

Financial Statements, Financial Statement Schedules and Exhibits:

(1)

Financial Statements

The financial statements included in Item 8 above are filed as part of this annual report.

(2)

Financial Statement Schedules

Schedule II – Valuation and Qualifying Accounts (in millions)

Allowance for Doubtful Accounts and Other Receivables for the Years Ended:	Balance at Beginning of Year		Charged to Expense		Write-Offs, Net of Recoveries			Balance at End of Year

December 31, 2023		22.3		9.0		(6.7	)		24.6
December 31, 2024		24.6		11.8		(4.0	)		32.4
December 31, 2025		32.4		5.7		(7.6	)		30.5

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.

(3)

Exhibits

Exhibit Number		Description

3.1		Amended and Restated Articles of Incorporation of J.B. Hunt Transport Services, Inc. dated May 19, 1988 (incorporated by reference from Exhibit 3.1 of the Company’s quarterly report on Form 10-Q for the period ended March 31, 2005, filed April 29, 2005)

3.2		Second Amended and Restated Bylaws of J.B. Hunt Transport Services, Inc. dated October 21, 2021 (incorporated by reference from Exhibit 3.1 of the Company’s current report on Form 8-K, filed October 27, 2021)

3.3		Amendment No. 1 to the Second Amended and Restated Bylaws J.B. Hunt Transport Services, Inc., dated July 20, 2022 (incorporated by reference from Exhibit 3.1 of the Company’s current report on Form 8-K filed July 26, 2022)

3.4		Amendment No. 2 to the Second Amended and Restated Bylaws of J.B. Hunt Transport Services, Inc. dated January 19, 2023 (incorporated by reference from Exhibit 3.1 of the Company’s current report on Form 8-K, filed January 24, 2023)

3.5		Amendment No. 3 to the Second Amended and Restated Bylaws of J.B. Hunt Transport Services, Inc., dated October 19, 2023 (incorporated by reference from Exhibit 3.1 of the Company’s current report on Form 8-K, filed October 24, 2023)

4.1		Description of Capital Stock of J.B. Hunt Transport Services, Inc.

4.2		Indenture (incorporated by reference from Exhibit 4.1 of the Company’s registration statement on Form S-3ASR (File No. 333-169365), filed September 14, 2010)

4.3		Third Supplemental Indenture (incorporated by reference from Exhibit 4.4 of the Company’s current report on Form 8-K, filed March 6, 2014)

4.4		Base Indenture, dated as of March 1, 2019 (incorporated by reference from Exhibit 4.1 of the Company’s current report on Form 8-K, filed March 1, 2019)

4.5		First Supplemental Indenture, dated as of March 1, 2019 (incorporated by reference from Exhibit 4.2 of the Company’s current report on Form 8-K, filed March 1, 2019)

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)

10.1		Third Amended and Restated Management Incentive Plan (incorporated by reference from Appendix A of the Company’s definitive proxy statement on Schedule 14A, filed March 9, 2017)

10.2		Amendment to J.B. Hunt Transport Services, Inc. Third Amended and Restated Management Incentive Plan (incorporated by reference from Exhibit 10.2 of the Company’s current report on Form 8-K, filed April 22, 2019)

10.3		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 October 3, 2022)

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)

19.1		Insider Trading Policy of J.B. Hunt Transport Services, Inc.

21.1		Subsidiaries of J.B. Hunt Transport Services, Inc.

22.1		List of Guarantor Subsidiaries of J.B. Hunt Transport Services, Inc.

23.1		Consent of PricewaterhouseCoopers LLP

24.1		Powers of Attorney of Members of J.B. Hunt Transport Services, Inc. Board of Directors

31.1		Rule 13a-14(a)/15d-14(a) Certification

31.2		Rule 13a-14(a)/15d-14(a) Certification

32.1		Section 1350 Certification

97.1		Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 C.F.R. 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)


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 Label 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).

SIGNATURES

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 24th day of February 2026.

	J.B. HUNT TRANSPORT SERVICES, INC.
	(Registrant)

	By:	/s/ Shelley Simpson
		Shelley Simpson
		President and Chief Executive Officer

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

	/s/ Shelley Simpson		President and Chief Executive Officer, Member
	Shelley Simpson		of the Board of Directors
			(Principal Executive Officer)

	/s/ A. Brad Delco		Chief Financial Officer,
	A. Brad Delco		Executive Vice President
			(Principal Financial Officer)

	/s/ John Kuhlow		Chief Accounting Officer,
	John Kuhlow		Senior Vice President
			(Principal Accounting Officer)

	*		Executive Chairman of the Board of Directors
	John N. Roberts, III

	*		Member of the Board of Directors
	James L. Robo		(Independent Lead Director)

	*		Member of the Board of Directors
	Brett Biggs

	*		Member of the Board of Directors
	Francesca M. Edwardson

	*		Member of the Board of Directors
	Sharilyn S. Gasaway

	*		Member of the Board of Directors
	John B. Hill, III

	*		Member of the Board of Directors
	J. Bryan Hunt, Jr.

	*		Member of the Board of Directors
	Persio Lisboa

	*	By /s/ Shelley Simpson
		Shelley Simpson
		As Attorney-in-Fact Pursuant to Powers of Attorney filed herewith

INDEX TO CONSOLIDATED FINANCIAL INFORMATION

		PAGE

Management’s Report on Internal Control Over Financial Reporting	34

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 238)	35

Consolidated Balance Sheets as of December 31, 2025 and 2024	37

Consolidated Statements of Earnings for years ended December 31, 2025, 2024, and 2023	38

Consolidated Statements of Shareholders’ Equity for years ended December 31, 2025, 2024, and 2023	39

Consolidated Statements of Cash Flows for years ended December 31, 2025, 2024, and 2023	40

Notes to Consolidated Financial Statements	41

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

We are responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). Based on our assessment, our management has concluded that as of December 31, 2025, our internal control over financial reporting is effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm that also audited our Consolidated Financial Statements. PricewaterhouseCoopers LLP’s report on internal control over financial reporting is included herein.

/s/ Shelley Simpson		/s/ A. Brad Delco
Shelley Simpson		A. Brad Delco
President and Chief Executive Officer		Chief Financial Officer,
(Principal Executive Officer)		Executive Vice President
		(Principal Financial Officer)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of J.B. Hunt Transport Services, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of J.B. Hunt Transport Services, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of earnings, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2025 appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Personal injury and property damage claims accruals

As described in Note 2 to the consolidated financial statements, the Company purchases insurance coverage for a portion of expenses related to employee injuries, vehicular collisions, accidents and cargo damage which include a level of self-insurance coverage applicable to each claim. As of December 31, 2025, the Company’s current claims accrual balance was $283 million and long-term claims accrual balance was $444 million, of which a significant portion of current and long-term claims accruals related to personal injury and property damage. The Company recognizes a liability at the time of the incident based on an analysis of the nature and severity of the claims and analyses provided by third-party claims administrators, as well as legal, economic, and regulatory factors. Management uses an actuarial method to develop current claim information to derive an estimate of the ultimate personal injury and property damage claim liability, which involves the use of expected loss rates, loss-development factors based on historical claims experience, and claim frequencies and severity.

The principal considerations for our determination that performing procedures relating to the personal injury and property damage claims accruals is a critical audit matter are (i) the significant judgment by management when developing the claims accrual estimate; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to the actuarial method and management's significant assumptions related to the expected loss rates, loss-development factors based on historical claims experience, and claim frequencies and severity; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s valuation of personal injury and property damage claims accruals, including controls over the actuarial method and significant assumptions related to expected loss rates, loss-development factors based on historical claims experience, and claim frequencies and severity. These procedures also included, among others, (i) testing the completeness and accuracy of underlying data used in the actuarial method and (ii) the involvement of professionals with specialized skill and knowledge to assist in evaluating the actuarial method and the reasonableness of management’s estimate by (a) developing an independent estimate of expected losses and (b) comparing the independent estimate of expected losses to management’s estimate. 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.

/s/PricewaterhouseCoopers LLP

Springdale, Arkansas

February 24, 2026

We have served as the Company’s auditor since 2021.

J.B. HUNT TRANSPORT SERVICES, INC.
Consolidated Balance Sheets
December 31, 2025 and 2024
(in thousands, except share data)

Assets	2025			2024
Current assets:
Cash and cash equivalents	$	17,284		$	46,983
Trade accounts receivable, net		1,160,371			1,224,166
Other receivables		199,767			257,774
Inventories		42,209			41,662
Prepaid expenses and other current assets		184,559			200,398
Total current assets		1,604,190			1,770,983
Property and equipment, at cost:
Revenue and service equipment		7,566,178			7,541,314
Land		312,576			269,222
Structures and improvements		592,825			533,425
Software, office equipment and furniture		876,791			804,967
Total property and equipment		9,348,370			9,148,928
Less accumulated depreciation		3,810,269			3,419,129
Net property and equipment		5,538,101			5,729,799
Goodwill		134,057			134,057
Other intangible assets, net		76,300			96,922
Other assets		574,507			580,509
Total assets	$	7,927,155		$	8,312,270

Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	699,859		$	500,000
Trade accounts payable		655,604			645,925
Claims accruals		310,339			257,121
Accrued payroll and payroll taxes		110,388			122,477
Other accrued expenses		159,153			152,517
Total current liabilities		1,935,343			1,678,040
Long-term debt		766,938			977,702
Long-term claims accruals		444,479			368,704
Other long-term liabilities		307,005			377,070
Deferred income taxes		908,305			896,249
Total liabilities		4,362,070			4,297,765
Commitments and contingencies (Note 9)
Shareholders’ equity:
Preferred stock, $100 par value. 10 million shares authorized; none outstanding		-			-
Common stock, $.01 par value. 1 billion shares authorized; (167,099,432 shares issued at December 31, 2025 and 2024, of which 94,594,725 and 100,555,126 shares were outstanding at December 31, 2025 and 2024, respectively)		1,671			1,671
Additional paid-in capital		627,280			583,945
Retained earnings		7,800,696			7,373,462
Treasury stock, at cost (72,504,707 shares at December 31, 2025, and 66,544,306 shares at December 31, 2024)		(4,864,562	)		(3,944,573	)
Total shareholders’ equity		3,565,085			4,014,505

Total liabilities and shareholders' equity	$	7,927,155		$	8,312,270

See Notes to Consolidated Financial Statements.

J.B. HUNT TRANSPORT SERVICES, INC.

Consolidated Statements of Earnings

Years Ended December 31, 2025, 2024 and 2023

(in thousands, except per share amounts)

	2025		2024		2023

Operating revenues, excluding fuel surcharge revenues	$	10,523,422	$	10,557,709	$	10,978,387
Fuel surcharge revenues		1,475,674		1,529,495		1,851,278
Total operating revenues		11,999,096		12,087,204		12,829,665
Operating expenses:
Rents and purchased transportation		5,306,405		5,378,336		5,872,591
Salaries, wages and employee benefits		3,236,319		3,232,440		3,257,484
Depreciation and amortization		714,785		761,141		737,954
Fuel and fuel taxes		633,324		652,129		751,497
Operating supplies and expenses		511,639		495,375		509,354
Insurance and claims		334,689		313,664		315,678
General and administrative expenses, including asset dispositions		281,508		306,355		274,564
Operating taxes and licenses		71,570		72,547		74,996
Communication and utilities		43,788		43,992		42,351
Total operating expenses		11,134,027		11,255,979		11,836,469
Operating income		865,069		831,225		993,196
Interest income		4,249		7,311		7,624
Interest expense		75,206		79,020		65,933
Earnings before income taxes		794,112		759,516		934,887
Income taxes		195,830		188,630		206,600
Net earnings	$	598,282	$	570,886	$	728,287

Weighted average basic shares outstanding		97,090		101,947		103,440
Basic earnings per share	$	6.16	$	5.60	$	7.04
Weighted average diluted shares outstanding		97,688		102,754		104,451
Diluted earnings per share	$	6.12	$	5.56	$	6.97

See Notes to Consolidated Financial Statements.

J.B. HUNT TRANSPORT SERVICES, INC.

Consolidated Statements of Shareholders' Equity

Years Ended December 31, 2025, 2024 and 2023

(in thousands, except per share amounts)

			Additional
	Common		Paid-in			Retained			Treasury			Shareholders’
	Stock		Capital			Earnings			Stock			Equity
Balances at December 31, 2022	$	1,671	$	499,897		$	6,423,730		$	(3,258,530	)	$	3,666,768
Comprehensive income:
Net earnings		-		-			728,287			-			728,287
Cash dividend declared and paid ($1.68 per share)		-		-			(173,898	)		-			(173,898	)
Purchase of treasury shares		-		-			-			(159,576	)		(159,576	)
Share-based compensation		-		79,189			-			-			79,189
Restricted share issuances, net of stock repurchased for payroll taxes and other		-		(29,954	)		-			(7,058	)		(37,012	)

Balances at December 31, 2023	$	1,671	$	549,132		$	6,978,119		$	(3,425,164	)	$	4,103,758
Comprehensive income:
Net earnings		-		-			570,886			-			570,886
Cash dividend declared and paid ($1.72 per share)		-		-			(175,543	)		-			(175,543	)
Purchase of treasury shares		-		-			-			(513,924	)		(513,924	)
Share-based compensation		-		65,686			-			-			65,686
Restricted share issuances, net of stock repurchased for payroll taxes and other		-		(30,873	)		-			(5,485	)		(36,358	)

Balances at December 31, 2024	$	1,671	$	583,945		$	7,373,462		$	(3,944,573	)	$	4,014,505
Comprehensive income:
Net earnings		-		-			598,282			-			598,282
Cash dividend declared and paid ($1.76 per share)		-		-			(171,048	)		-			(171,048	)
Purchase of treasury shares		-		-			-			(923,292	)		(923,292	)
Share-based compensation		-		71,753			-			-			71,753
Restricted share issuances, net of stock repurchased for payroll taxes and other		-		(28,418	)		-			3,303			(25,115	)

Balances at December 31, 2025	$	1,671	$	627,280		$	7,800,696		$	(4,864,562	)	$	3,565,085

See Notes to Consolidated Financial Statements.

J.B. HUNT TRANSPORT SERVICES, INC.

Consolidated Statements of Cash Flows

Years Ended December 31, 2025, 2024 and 2023

(in thousands)

	2025			2024			2023
Cash flows from operating activities:
Net earnings	$	598,282		$	570,886		$	728,287
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		714,785			761,141			737,954
Noncash lease expense		96,007			100,178			97,666
Share-based compensation		71,753			65,686			79,189
Loss on sale of revenue equipment and other		13,739			14,557			27,806
Deferred income taxes		12,056			(89,848	)		65,566
Changes in operating assets and liabilities:
Trade accounts receivable		63,796			110,746			259,449
Income taxes receivable or payable		81,854			(26,182	)		12,165
Other current assets		17,684			94,639			(39,351	)
Trade accounts payable		59,416			(109,806	)		(48,346	)
Claims accruals		61,074			48,137			18,429
Accrued payroll and other accrued expenses		(112,174	)		(56,978	)		(194,196	)
Net cash provided by operating activities		1,678,272			1,483,156			1,744,618
Cash flows from investing activities:
Additions to property and equipment		(730,687	)		(865,373	)		(1,862,431	)
Proceeds from sale of equipment		155,913			190,967			262,216
Proceeds from sale of investment		-			6,929			-
Business acquisitions		-			3,785			(85,000	)
Net cash used in investing activities		(574,774	)		(663,692	)		(1,685,215	)
Cash flows from financing activities:
Proceeds from long-term debt		750,000			-			-
Payments on long-term debt		(500,000	)		(250,000	)		-
Proceeds from revolving lines of credit and other		2,476,800			3,070,600			2,223,600
Payments on revolving lines of credit and other		(2,740,542	)		(2,920,600	)		(1,911,100	)
Purchase of treasury stock		(923,292	)		(513,924	)		(159,576	)
Stock repurchased for payroll taxes and other		(25,115	)		(36,358	)		(37,012	)
Dividends paid		(171,048	)		(175,543	)		(173,898	)
Net cash used in financing activities		(1,133,197	)		(825,825	)		(57,986	)
Net (decrease)/increase in cash and cash equivalents		(29,699	)		(6,361	)		1,417
Cash and cash equivalents at beginning of year		46,983			53,344			51,927
Cash and cash equivalents at end of year	$	17,284		$	46,983		$	53,344
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest	$	66,561		$	80,861		$	65,561

Income taxes	$	123,504		$	305,103		$	135,385
Noncash investing activities
Accruals for equipment received	$	24,170		$	73,906		$	44,692

See Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

1.	Business

J.B. Hunt Transport Services, Inc. is one of the largest surface transportation and delivery service companies in North America. We operate five distinct, but complementary, business segments and provide a wide range of general and specifically tailored freight and logistics services to our customers. We generate revenues from the actual movement of freight from shippers to consignees, customized labor and delivery services, and serving as a logistics provider by offering or arranging for others to provide the transportation service. Unless otherwise indicated by the context, “we,” “us,” “our” and “JBHT” refer to J.B. Hunt Transport Services, Inc. and its consolidated subsidiaries.

2.	Summary of Significant Accounting Policies

Basis of Consolidation

Our Consolidated Financial Statements include all of our wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. J.B. Hunt Transport Services, Inc. is a parent-level holding company with no significant assets or operations. J.B. Hunt Transport, Inc. is a wholly owned subsidiary of J.B. Hunt Transport Services, Inc. and is the primary operating subsidiary. All other subsidiaries of J.B. Hunt Transport Services, Inc. are insignificant.

Use of Estimates

The Consolidated Financial Statements contained in this report have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these statements requires us to make estimates and assumptions that directly affect the amounts reported in such statements and accompanying notes. We evaluate these estimates on an ongoing basis utilizing historical experience, consulting with experts and using other methods we consider reasonable in the particular circumstances. Nevertheless, our actual results may differ significantly from our estimates.

We believe certain accounting policies and estimates are of more significance in our financial statement preparation process than others. We believe the most critical accounting policies and estimates include the economic useful lives and salvage values of our assets, provisions for uncollectible accounts receivable, estimates of exposures under our insurance and claims policies, and estimates for taxes. To the extent that actual, final outcomes are different from our estimates, or that additional facts and circumstances cause us to revise our estimates, our earnings during that accounting period will be affected.

Cash and Cash Equivalents

Cash in excess of current operating requirements is invested in short-term, highly liquid investments. We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Accounts Receivable and Allowance

Our trade accounts receivable includes accounts receivable reduced by an allowance for uncollectible accounts. Receivables are recorded at amounts billed to customers when loads are delivered or services are performed. The allowance for uncollectible accounts is calculated over the life of the underlying receivable and is based on historical experience; any known trends or uncertainties related to customer billing and account collectability; current economic conditions; and reasonable and supportable economic forecasts, each applied to segregated risk pools based on the business segment that generated the receivable. The adequacy of our allowance is reviewed quarterly. Balances are charged against the allowance when it is determined the receivable will not be recovered. The allowance for uncollectible accounts for our trade accounts receivable was $30.5 million at December 31, 2025 and $32.4 million at December 31, 2024. During 2025, the allowance for uncollectible accounts increased by $5.7 million and was reduced $7.6 million by write-offs. During 2024, the allowance for uncollectible accounts increased by $11.8million and was reduced $4.0 million by write-offs.

Inventory

Our inventories consist primarily of revenue equipment parts, tires, supplies, and fuel and are valued using the lower of average cost or net realizable value.

Investments in Marketable Equity Securities

Our investments consist of marketable equity securities stated at fair value and are designated as either trading securities or available-for-sale securities at the time of purchase based upon the intended holding period. Changes in the fair value of our trading securities are recognized currently in general and administrative expenses, including asset dispositions in our Consolidated Statements of Earnings. Changes in the fair value of our available-for-sale securities are recognized in accumulated other comprehensive income on our Consolidated Balance Sheets, unless we determine that an unrealized loss is other-than-temporary. If we determine that an unrealized loss is other-than-temporary, we recognize the loss in earnings. Cost basis is determined using average cost.

At December 31, 2025 and 2024, we had no available-for-sale securities. See Note 7, Employee Benefit Plans, for a discussion of our trading securities.

Property and Equipment

Depreciation of property and equipment is calculated on the straight-line method over the estimated useful lives of 4 to 10 years for tractors, 7 to 25 years for trailing equipment, 10 to 40 years for structures and improvements, 3 to 10 years for computer hardware and software, and 3 to 10 years for furniture and other office equipment. Salvage values are typically 10% to 30% of original cost for tractors and trailing equipment and reflect any agreements with tractor suppliers for residual or trade-in values for certain new equipment. We periodically review these useful lives and salvage values. We capitalize tires placed in service on new revenue equipment as a part of the equipment cost. Replacement tires and costs for recapping tires are expensed at the time the tires are placed in service. Gains and losses on the sale or other disposition of equipment are recognized at the time of the disposition and are classified in general and administrative expenses, including asset dispositions in the Consolidated Statements of Earnings.

We continually evaluate the carrying value of our assets for events or changes in circumstances that indicate the carrying value may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.

Leases

We recognize a right-of-use asset and a lease liability on the effective date of a lease agreement. Right-of-use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement. We initially record these assets and liabilities based on the present value of lease payments over the lease term calculated using our incremental borrowing rate applicable to the leased asset or the implicit rate within the agreement if it is readily determinable. Lease agreements with lease and non-lease components are combined as a single lease component. Right-of-use assets additionally include net prepaid lease expenses. Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will be exercised. Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-term operating leases is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.

Revenue Recognition

Our revenue is earned through the service offerings of our five reportable business segments. See Note 13, Segment Information, for revenue reported by segment. All revenue transactions between reporting segments are eliminated in consolidation.

Intermodal (JBI) - JBI segment includes freight that is transported by rail over at least some portion of the movement and also includes certain repositioning truck freight moved by JBI equipment or third-party carriers, when such highway movement is intended to direct JBI equipment back toward intermodal operations. JBI performs these services primarily through contractual rate quotes with customers that are held static for a period of time, usually one year.

Dedicated Contract Services® (DCS®) - DCS segment business includes company-owned and customer-owned, DCS-operated revenue equipment and employee drivers assigned to a specific customer, traffic lane, or service. DCS operations usually include formal, written longer-term agreements or contracts that govern services performed and applicable rates.

Integrated Capacity Solutions (ICS) - ICS provides non-asset and asset-light transportation solutions to customers through relationships with third-party carriers and integration with company-owned equipment. ICS services include flatbed, refrigerated, and expedited, as well as a variety of dry-van and intermodal solutions. ICS performs these services through customer contractual rate quotes as well as spot quotes that are one-time rate quotes issued for a single transaction or group of transactions. ICS further offers these services through an online multimodal marketplace via J.B. Hunt 360 that matches the right load with the right carrier and the best mode.

Final Mile Services® (FMS) - FMS provides last-mile delivery services to customers through a nationwide network of cross-dock and other delivery system network locations. FMS provides both asset and non-asset big and bulky delivery and installation services, as well as fulfillment, retail-pooling distributions, and less-than-truckload (LTL) services. FMS operations usually include formal, written long-term agreements or contracts that govern services performed and applicable rates.

Truckload (JBT) - JBT business includes full-load, dry-van freight that is typically transported utilizing company-owned or company-controlled revenue equipment as well as services through our J.B. Hunt 360box program which utilizes our J.B. Hunt 360 platform to access capacity and offer efficient drop trailer solutions to our customers. This freight is typically transported over roads and highways and does not move by rail. JBT utilizes both contractual rate quotes and spot rate quotes with customers.

Derivative Instruments

We periodically utilize derivative instruments to manage exposure to changes in interest rates. At inception of a derivative contract, we document relationships between derivative instruments and hedged items, as well as our risk-management objective and strategy for undertaking various derivative transactions, and assess hedge effectiveness. If it is determined that a derivative is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, we discontinue hedge accounting prospectively. At December 31, 2025 and 2024, we had no derivative instruments.

Income Taxes

Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. We record valuation allowances for deferred tax assets to the extent we believe these assets are not more likely than not to be realized through the reversal of existing taxable temporary differences, projected future taxable income, or tax-planning strategies. We record a liability for unrecognized tax benefits when the benefits of tax positions taken on a tax return are not more likely than not to be sustained upon audit. Interest and penalties related to uncertain tax positions are classified as interest expense in the Consolidated Statements of Earnings.

Earnings Per Share

We compute basic earnings per share by dividing net earnings available to common shareholders by the actual weighted average number of common shares outstanding for the reporting period. Diluted earnings per share reflect the potential dilution that could occur if holders of unvested restricted and performance share units converted their holdings into common stock. Outstanding unvested restricted share units represent the dilutive effects on weighted average shares. A reconciliation of the number of shares used in computing basic and diluted earnings per share is shown below (in thousands):

	Years ended December 31,
	2025		2024		2023
Weighted average shares outstanding – basic		97,090		101,947		103,440
Effect of common stock equivalents		598		807		1,011
Weighted average shares outstanding – diluted		97,688		102,754		104,451

Concentrations of Credit Risk

Financial instruments, which potentially subject us to concentrations of credit risk, include trade receivables. For each of the years ended December 31, 2025, 2024, and 2023, our top 10 customers, based on revenue, accounted for approximately 33%, 35%, and 36%, respectively, of our total revenue. Our top 10 customers, based on revenue, accounted for approximately 32% and 29% of our total trade accounts receivable at December 31, 2025 and 2024, respectively. One customer accounted for approximately 8%, 11%, and 13% of our total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Each of our five business segments conduct business with this customer.

Share-based Compensation

We have a share-based compensation plan covering certain employees, including officers and directors. We account for share-based compensation utilizing the fair value recognition provisions of current accounting standards for share-based payments. We currently utilize restricted share units and performance share units. Issuances of our stock upon restricted share unit and performance share unit vesting are made from treasury stock. Our restricted share unit and performance share unit awards may include both graded-vesting and cliff-vesting awards and therefore vest in increments during the requisite service period or at the end of the requisite service period, as appropriate for each type of vesting. We recognize compensation expense on a straight-line basis over the requisite service periods within each award. The benefit for the forfeiture of an award is recorded in the period in which it occurs.

Claims Accruals

We purchase insurance coverage for a portion of expenses related to employee injuries, vehicular collisions, accidents, and cargo damage. We are substantially self-insured for loss of and damage to our owned and leased revenue equipment. Certain insurance arrangements include a level of self-insurance (deductible) coverage applicable to each claim. We have umbrella policies to limit our exposure to catastrophic claim costs which may include certain coverage-layer-specific, aggregated reimbursement limits of covered excess claims.

The amounts of self-insurance may change from time to time based on measurement dates, policy expiration dates, and claim type. For 2023 through 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 were fully insured for workers’ compensation claims for nearly all states. We have policies in place for 2026 with substantially the same terms as our 2025 policies for personal injury, property damage, workers’ compensation, and cargo loss or damage.

Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claims and analyses provided by third-party claims administrators, as well as legal, economic, and regulatory factors. Our safety and claims personnel work directly with representatives from the insurance companies to continually update the estimated cost of each claim. The ultimate cost of a claim develops over time as additional information regarding the nature, timing, and extent of damages claimed becomes available. Accordingly, we use an actuarial method to develop current claim information to derive an estimate of our ultimate personal injury and property damage claim liability. This process involves the use of expected loss rates, loss-development factors based on our historical claims experience, claim frequencies and severity, and contractual premium adjustment factors, if applicable. In doing so, the recorded liability considers future claims growth and provides a reserve for incurred-but-not-reported claims. We do not discount our estimated losses. At December 31, 2025 and 2024, we had current accruals of approximately $283 million and $232 million, respectively, and long-term accruals of approximately $444 million and $369 million, respectively, for estimated claims, which are recorded in claims accruals and long-term claims accruals in our Consolidated Balance Sheets. A significant increase in the volume of claims or amount of settlements exceeding our coverage-layer specific, aggregated reimbursement limits could result in a significant increase in our estimated liability for claims in future periods. In addition, we record receivables for amounts expected to be reimbursed for payments made in excess of self-insurance levels on covered claims. At December 31, 2025 and 2024, we have recorded $490 million and $429 million, respectively, of expected reimbursement for covered excess claims, other insurance deposits, and prepaid insurance premiums. Of these total asset balances, $144 million and $116 million have been included in other receivables, $111 million and $121 million in prepaid expenses and other current assets, and $235 million and $192 million in other assets in our Consolidated Balance Sheets at December 31, 2025 and 2024, respectively.

Business Combinations

The purchase price of our acquisitions is the aggregate of the consideration transferred, including liabilities incurred, measured at the acquisition date. We allocate the purchase price of acquisitions to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. This assignment of fair values to the assets acquired and liabilities assumed requires the use of estimates, judgments, inputs, and assumptions. The excess of the purchase price over those estimated fair values is recorded as goodwill. Changes to the acquisition date provisional fair values prior to the end of the measurement period are recorded as adjustments to the associated goodwill. Acquisition-related expenses and restructuring costs, if any, are expensed as incurred.

Goodwill and Other Intangible Assets

Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired in a business combination. Goodwill and intangible assets with indefinite lives are not amortized. Goodwill is reviewed, using a weighted market and income based approach, for potential impairment as of October 1^st on an annual basis or, more frequently, if circumstances indicate a potential impairment is present. Intangible assets with finite lives are amortized on the straight-line method over the estimated useful lives of 2 to 15 years.

Accounting Pronouncements Adopted in 2025

In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures, which enhances income tax disclosures to provide more transparency about income tax information, primarily related to the rate reconciliation and income taxes paid by jurisdiction information. These disclosures include consistent categories and greater disaggregation of information in the rate reconciliation and require income taxes paid to be disaggregated by jurisdiction as well as additional amendments to improve the effectiveness of income tax disclosures. The new standard was effective prospectively for us on January 1, 2025, with retrospective adoption permitted. We adopted ASU 2023-09 retrospectively in the fourth quarter 2025. See Note 6, Income Taxes in our Consolidated Financial Statements.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures, which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. The new standard is effective prospectively for us on January 1, 2027, for annual periods, and January 1, 2028, for interim periods, with retrospective adoption permitted. We are currently evaluating the impact of the adoption of this accounting pronouncement on our Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software, which clarified and modernizes the accounting for costs related to internal-use software. The amendments in the standard remove all previous references to project stages and clarify the threshold entities apply to begin capitalizing costs. The standard becomes effective for us on January 1, 2028, for annual and interim periods and may be adopted on a prospective basis, a modified basis for in-process projects, or a retrospective basis. We are currently evaluating the impact of the adoption of this accounting pronouncement on our financial statements.

3.	Financing Arrangements

Outstanding borrowings, net of unamortized discount and unamortized debt issuance cost under our current financing arrangements consist of the following (in millions):

	December 31,
	2025			2024
Senior credit facility	$	23.6		$	778.7
Senior notes		1,443.2			699.0
Less current portion of long-term debt		(699.9	)		(500.0	)
Total long-term debt	$	766.9		$	977.7

Aggregate maturities of long-term debt subsequent to December 31, 2025, are as follows: $699.9 million in 2026 and $766.9 million in 2030.

Senior Credit Facility

At December 31, 2025, we were authorized to borrow up to $1.7 billion through a revolving line of credit and committed term loans, pursuant to a credit agreement with a group of banks. The revolving line of credit authorizes us to borrow up to $1.0 billion under a five-year term expiring November 2030, and allows us to request an increase in the revolving line of credit total commitment by up to $400 million and to request two one-year extensions of the maturity date. 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. The applicable interest rates under this agreement are based on either the Secured Overnight Financing Rate (SOFR), or a Base Rate, depending upon the specific type of borrowing, plus an applicable margin and other fees. At December 31, 2025, we had $26.8 million outstanding on the revolving line of credit, at an average interest rate of 4.62%, under this agreement.

Senior Notes

Our senior notes consist of two separate issuances. The first is $700 million of 3.875% senior notes due March 2026, issued in March 2019. Interest payments under these notes are due semiannually in March and September of each year, beginning September 2019. 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. Both senior notes were issued by J.B. Hunt Transport Services, Inc., a parent-level holding company with no significant assets or operations. The notes are guaranteed on a full and unconditional basis by a wholly-owned subsidiary. All other subsidiaries of the parent are minor. We registered these offerings and the sale of the notes under the Securities Act of 1933, pursuant to shelf registration statements filed in January 2019 and February 2023, respectively. Both notes are unsecured obligations and rank equally with our existing and future senior unsecured debt. We may redeem for cash some or all of the notes based on a redemption price set forth in the note indenture.

Our financing arrangements require us to maintain certain financial covenants and ratios. We were in compliance with all financial covenants and ratios at December 31, 2025.

4.	Capital Stock

We have one class of preferred stock and one class of common stock. We had no outstanding shares of preferred stock at December 31, 2025 or 2024. Holders of shares of common stock are entitled to receive dividends when and if declared by the Board of Directors and are entitled to one vote per share on all matters submitted to a vote of the shareholders. On January 22, 2026, we announced an increase in our quarterly cash dividend from $0.44 to $0.45 per share, which was paid February 20, 2026, to shareholders of record on February 6, 2026. At December 31, 2025, we had 1.0 million shares of common stock to be issued upon the vesting of equity awards and 3.1 million shares reserved for future issuance pursuant to share-based payment plans. During calendar year 2025, we purchased approximately 6,269,000 shares, or $923.3 million, of our common stock in accordance with plans authorized by our Board. At December 31, 2025, we had $967.6 million available under an authorized plan to purchase our common stock.

5.	Share-based Compensation

We maintain a Management Incentive Plan (the “Plan”) that provides various share-based financial methods to compensate our key employees with shares of our common stock or common stock equivalents. Under the Plan, as amended, we have, from time to time, utilized restricted share units, performance share units, restricted shares, and non-statutory stock options to compensate our employees and directors. We currently are utilizing restricted and performance share units.

Our restricted share units have various vesting schedules generally ranging from 1 to 10 years when awarded. These restricted share units do not contain rights to vote or receive dividends until the vesting date. Unvested restricted share units are forfeited if the employee terminates for any reason other than death, disability, or special circumstances as determined by the Compensation Committee. Restricted share units are valued based on the fair value of the award on the grant date, adjusted for dividend estimates based on grant date dividend rates.

Our performance share units vest based on the passage of time (generally 3 to 10 years) and achievement of performance criteria. Performance share units do not contain rights to vote or receive dividends until the vesting date. Unvested performance share units are forfeited if the employee terminates for any reason other than death, disability, or special circumstances as determined by the Compensation Committee. Performance shares are valued based on the fair value of the award on the grant date, adjusted for dividend estimates based on grant date dividend rates.

An employee is allowed to surrender shares of common stock received upon vesting to satisfy tax withholding obligations incident to the vesting of restricted share units and performance share units.

We account for our restricted share units and performance share units in accordance with current accounting standards for share-based payments. These standards require that the cost of all share-based payments to employees be recognized in our Consolidated Financial Statements based on the grant date fair value of those awards. This cost is recognized over the period for which an employee is required to provide service in exchange for the award, subject to the attainment of performance metrics established for performance share units. The quantity of performance share units for which it is probable that the performance conditions will be achieved is estimated each reporting period, with any necessary adjustments recorded as a cumulative cost adjustment in the current period. Share-based compensation expense is recorded in salaries, wages, and employee benefits in our Consolidated Statements of Earnings, along with other compensation expenses to employees. The following table summarizes the components of our share-based compensation program expense (in thousands):

	Years ended December 31,
	2025		2024		2023
Restricted share units
Pretax compensation expense	$	55,177	$	49,172	$	56,837
Tax benefit		13,607		12,214		12,561
Restricted share units, net of tax	$	41,570	$	36,958	$	44,276
Performance share units
Pretax compensation expense	$	16,576	$	16,514	$	22,352
Tax benefit		4,088		4,102		4,940
Performance share awards, net of tax	$	12,488	$	12,412	$	17,412

A summary of our restricted share units and performance share units is as follows:

Restricted Share Units	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at December 31, 2024		737,237		$	163.83
Granted		344,140			162.66
Vested		(372,223	)		157.29
Forfeited		(24,147	)		181.65
Unvested at December 31, 2025		685,007		$	166.14

Performance Share Units	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at December 31, 2024		352,291		$	179.14
Granted		104,360			164.79
Vested		(84,001	)		172.53
Forfeited		(35,124	)		188.22
Unvested at December 31, 2025		337,526		$	175.40

At December 31, 2025, we had $54.9 million and $29.8 million of total unrecognized compensation expense related to restricted share units and performance share units, respectively, that is expected to be recognized over the remaining weighted average vesting period of approximately 2.8 years for restricted share units and 2.0 years for performance share units.

The aggregate intrinsic value of restricted and performance share units vested during the years ended December 31, 2025, 2024, and 2023, was $76.5 million, $105.4 million, and $104.0 million, respectively. The aggregate intrinsic value of unvested restricted and performance share units was $198.7 million at December 31, 2025. The total fair value of shares vested for restricted share and performance share plans during the years ended December 31, 2025, 2024, and 2023, was $73.3 million, $83.8 million, and $73.8 million, respectively.

6.	Income Taxes

Income before provision for income taxes was as follows:

	Years ended December 31,
	2025		2024		2023
United States	$	772,284	$	742,432	$	929,054
Foreign		21,828		17,084		5,833
Income before income taxes	$	794,112	$	759,516	$	934,887

Income tax expense attributable to earnings before income taxes consists of (in thousands):

	Years ended December 31,
	2025			2024			2023
Current:
Federal	$	170,563		$	244,770		$	106,004
State and local		7,384			25,328			35,030
Foreign		5,827			8,380			-
		183,774			278,478			141,034
Deferred:
Federal		(2,541	)		(88,016	)		66,000
State and local		14,597			(1,832	)		(434	)
		12,056			(89,848	)		65,566
Total tax expense/(benefit)	$	195,830		$	188,630		$	206,600

Income tax expense attributable to earnings before income taxes differed from the amounts computed using the statutory federal income tax rate of 21% for the following reasons (in thousands):

	Years ended December 31,
	2025						2024						2023
	Amount			%			Amount			%			Amount			%
U.S. federal statutory rate	$	166,764			21.0	%	$	159,498			21.0	%	$	196,326			21.0	%
State tax, net of federal effect*		32,159			4.1			31,114			4.1			37,594			4.0
Foreign tax Effects		-			-			5,895			0.8			(1,002	)		(0.1	)
Tax credits		(10,043	)		(1.3	)		(1,754	)		(0.2	)		(3,829	)		(0.4	)

Nontaxable or nondeductible items:
Federal 1341 claim		18,090			2.3
Other		6,276			0.8			9,956			1.3			2,476			0.3

Changes in unrecognized tax benefits:		(17,547	)		(2.2	)		(12,648	)		(1.7	)		(21,968	)		(2.4	)
Other, net		131			-			(3,431	)		(0.5	)		(2,997	)		(0.3	)
Effective Tax Rate	$	195,830			24.7	%	$	188,630			24.8	%	$	206,600			22.1	%

* State taxes for California, Illinois, Indiana, New York & Pennsylvania for 2025, and California, Illinois, New York & Pennsylvania for 2024 and 2023 made up the majority (greater than 50%) of the tax effect in this category.

Income taxes receivable was $34.9 million and $116.7 million at December 31, 2025 and 2024, respectively. These amounts have been included in other receivables in our Consolidated Balance Sheets. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024, are presented below (in thousands):

	December 31,
	2025			2024
Deferred tax assets:
Insurance accruals	$	83,380		$	69,168
Allowance for doubtful accounts		12,149			12,584
Compensation accrual		15,881			9,882
Deferred compensation accrual		24,484			26,805
Federal benefit of state uncertain tax positions		16,377			17,693
Lease liabilities		60,849			74,858
State NOL carry-forward		2,602			4,235
Other		1,112			3,815
Total gross deferred tax assets		216,834			219,040
Valuation allowance		(2,602	)		(4,235	)
Total deferred tax assets, net of valuation allowance		214,232			214,805
Deferred tax liabilities:
Plant and equipment, principally due to differences in depreciation		1,031,019			1,001,537
Prepaid permits and insurance, principally due to expensing for income tax purposes		31,721			35,592
Lease right-of-use assets		59,797			73,925
Total gross deferred tax liabilities		1,122,537			1,111,054
Net deferred tax liability	$	908,305		$	896,249

The amounts of cash income taxes paid by the Company were as follows:

	Years Ended December 31,
		2025		2024		2023

Federal		$	101,890	$	275,594	$	97,386
State and local:
California			1,903		2,068		7,037
Illinois			4,848		8,697		14,565
Other			9,099		14,289		14,549
Total State and local			15,850		25,054		36,151

Foreign			5,764		4,455		1,848
Income taxes, net of amounts refunded		$	123,504	$	305,103	$	135,385

On July 4, 2025, new U.S. tax legislation was signed into law which made permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the legislation made changes to certain U.S. Corporate tax provisions. This new legislation did not have a material impact on our Consolidated Financial Statements.

Guidance on accounting for uncertainty in income taxes prescribes recognition and measurement criteria and requires that we assess whether the benefits of our tax positions taken are more likely than not of being sustained under tax audits. We have made adjustments to the balance of unrecognized tax benefits, a component of other long-term liabilities on our Consolidated Balance Sheets, as follows (in millions):

	December 31,
	2025			2024			2023
Beginning balance	$	78.0		$	80.9		$	89.1
Additions based on tax positions related to the current year		11.5			13.3			16.2
Additions/(reductions) based on tax positions taken in prior years		(4.7	)		(2.9	)		0.5
Reductions due to settlements		(2.7	)		(1.4	)		(14.6	)
Reductions due to lapse of applicable statute of limitations		(14.4	)		(11.9	)		(10.3	)
Ending balance	$	67.7		$	78.0		$	80.9

At December 31, 2025 and 2024, we had a total of $67.7 million and $78.0 million, respectively, in gross unrecognized tax benefits. Of these amounts, $54.8 million and $63.4 million represent the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate in 2025 and 2024, respectively. Interest and penalties related to income taxes are classified as interest expense in our Consolidated Statements of Earnings. The amount of accrued interest and penalties recognized during the years ended December 31, 2025, 2024, and 2023, was $7.2 million, $7.8 million, and $5.3 million, respectively. Future changes to unrecognized tax benefits will be recognized as income tax expense and interest expense, as appropriate. The total amount of accrued interest and penalties for such unrecognized tax benefits at December 31, 2025 and 2024, was $13.6 million and $13.1 million, respectively. No material change in unrecognized tax benefits is expected in the next 12 months.

Tax years 2020 and forward remain subject to examination by federal tax jurisdictions, while tax years 2018 and forward remain open for state jurisdictions.

7.	Employee Benefit Plans

We maintain a defined contribution employee retirement plan, which includes a 401(k) option, under which all employees are eligible to participate. We match a specified percentage of employee contributions, subject to certain limitations. For the years ended December 31, 2025, 2024, and 2023, our matching contributions to the plan were $35.8 million, $35.2 million, and $34.3 million, respectively.

We have a nonqualified deferred compensation plan that allows eligible employees to defer a portion of their compensation. The compensation deferred under this plan is credited with earnings or losses on investments elected by plan participants. Each participant is fully vested in all deferred compensation and earnings; however, these amounts are subject to general creditor claims until actually distributed to the employee. A participant may elect to receive deferred amounts in one payment or in quarterly installments payable over a period of 2 to 25 years upon reaching age 55, having 15 years of service, or becoming disabled. Our total liability under this plan was $36.3 million as of December 31, 2025, and $33.9 million as of December 31, 2024. These amounts are included in other long-term liabilities in our Consolidated Balance Sheets. Participant withholdings are held by a trustee and invested in equity securities as directed by participants. These investments are classified as trading securities and recorded at fair value. Realized and unrealized gains and losses are recognized currently in earnings. The investments are included in other assets in our Consolidated Balance Sheets and totaled $36.3 million as of December 31, 2025, and $33.9 million as of December 31, 2024.

8.	Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Our assets and liabilities measured at fair value are based on valuation techniques which consider prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. These valuation methods are based on either quoted market prices (Level 1) or inputs, other than quoted prices in active markets, that are observable either directly or indirectly (Level 2). The following are assets and liabilities measured at fair value on a recurring basis (in millions):

	Asset/(Liability) Balance
	December 31,
	2025		2024		Input Level
Trading investments	$	36.3	$	33.9		1

The fair value of trading investments has been measured using the market approach (Level 1) and reflect quoted market prices. Trading investments are classified in other assets in our Consolidated Balance Sheets.

Financial Instruments

The carrying amount of our senior credit facility and senior notes not measured at fair value on a recurring basis was $1.47 billion and $1.48 billion at December 31, 2025 and 2024, respectively. The estimated fair value of these liabilities using the income approach (Level 2), based on their net present value, discounted at our current borrowing rate, was $1.51 billion and $1.48 billion at December 31, 2025 and 2024, respectively.

The carrying amounts of all other instruments at December 31, 2025 and 2024, approximate their fair value due to the short maturity of these instruments.

9.	Commitments and Contingencies

At December 31, 2025, we had outstanding commitments of approximately $107.3 million, net of proceeds from sales or trade-ins, during the year 2026, which is primarily related to the acquisition of tractors, containers, chassis, and other trailing equipment.

During 2025, we issued financial standby letters of credit as a guaranty of our performance under certain operating agreements and self-insurance arrangements. If we default on our commitments under the agreements or other arrangements, we are required to perform under these guaranties. The undiscounted maximum amount of our obligation to make future payments in the event of defaults is approximately $1.5 million as of December 31, 2025.

As the result of state use tax audits, we have been assessed amounts owed from which we are vigorously appealing. We have recorded a liability for the estimated probable exposure under these audits and await resolution of the matter.

We purchase insurance coverage for a portion of expenses related to vehicular collisions and accidents. These policies include a level of self-insurance (deductible) coverage applicable to each claim as well as certain coverage-layer-specific, aggregated reimbursement limits of covered excess claims. Our claims from time to time exceed some of these existing coverage layer aggregate reimbursement limits. We have recorded liabilities to reflect our estimate of exposure for excess claims which have developed in maturity and severity, which are included in our total claims accrual, discussed further in Note 2, Summary of Significant Accounting Policies.

We are involved in certain other 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.

10.

Leases

As of December 31, 2025, we had various obligations remaining under operating lease arrangements related primarily to the rental of maintenance and support facilities, cross-dock and delivery system facilities, office space, parking yards and equipment. Many of these leases include one or more options, at our discretion, to renew and extend the agreement beyond the current lease expiration date or to terminate the agreement prior to the lease expiration date. These options are included in the calculation of our operating lease right-of-use asset and liability when it becomes reasonably certain the option will be exercised. Our lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material restrictive covenants. Operating leases with an initial term of more than 12 months are included in our Consolidated Balance Sheets as discounted liabilities and corresponding right-of-use assets consisting of the following (in millions):

	Asset/(Liability) Balance
	December 31,
	2025			2024
Right-of-use assets	$	249.3		$	308.2
Lease liabilities, current		(85.6	)		(98.1	)
Lease liabilities, long-term		(168.1	)		(214.0	)

Right-of-use assets are classified in other assets in our Consolidated Balance Sheets. Operating lease liability, current is classified in other accrued expenses, while operating lease liability, long-term is classified in other long-term liabilities in our Consolidated Balance Sheets.

As of December 31, 2025 and 2024, the weighted-average remaining lease term for our outstanding operating lease obligations was 4.5 years and 4.9 years, respectively. As of December 31, 2025 and 2024, the weighted-average discount rate was 4.35% and 4.22%, respectively. Future minimum lease payments under these operating leases as of December 31, 2025, are as follows (in millions):

2026	$	87.6
2027		65.7
2028		43.5
2029		27.8
2030		18.6
Thereafter		35.5
Total lease payments		278.7
Less interest		(25.0	)
Present value of lease liabilities	$	253.7

During the years ended December 31, 2025, 2024, and 2023, cash paid for amounts included in the measurement of operating lease liabilities was $106.8 million, $109.9 million, and $106.2 million, while $106.7 million, $110.8 million, and $106.8 million of operating lease expense was recognized on a straight-line basis, respectively. Operating lease expense is recorded in general and administrative expenses, including asset dispositions in our Consolidated Statements of Earnings. During the years ended December 31, 2025, 2024, and 2023, a total of $39.3 million, $78.9 million, and $159.7 million of right-of-use assets were obtained in exchange for new operating lease liabilities, of which, $9.1 million was obtained through business combinations in 2023.

11.

Acquisitions

On September 14, 2023, we entered into an asset purchase agreement to acquire substantially all of the brokerage assets and assume certain specified liabilities of BNSF Logistics, LLC (BNSFL), an affiliate of Burlington Northern Santa Fe, LLC, subject to customary closing conditions. The closing of the transaction was effective on September 30, 2023, with a purchase price of $85.0 million. Total consideration paid in cash under the BNSFL agreement was $81.2 million and consisted of the agreed upon purchase price paid in 2023, reduced for estimated working capital adjustments received in 2024. Transaction costs incurred were not material. The BNSFL acquisition was accounted for as a business combination and operates within our ICS business segment. Assets acquired and liabilities assumed were recorded in our Consolidated Balance Sheet at their estimated fair values, as of the closing date, using cost, market data and valuation techniques that reflect management’s judgment and estimates. As a result of the acquisition, we recorded approximately $38.5 million of definite-lived intangible assets and approximately $13.6million of goodwill. Goodwill consists of acquiring and retaining the BNSFL existing brokerage network and expected synergies from the combination of operations.

12.

Goodwill and Other Intangible Assets

Total goodwill was $134.0 million at December 31, 2025 and 2024. At December 31, 2025, $111.6 million, $13.6 million and $8.8 million of our goodwill was assigned to our FMS, ICS, and JBI business segments, respectively. No impairment losses have been recorded for goodwill as of December 31, 2025. Our intangible assets consisted of those arising from previous business acquisitions within our FMS, ICS, and JBI segments. Identifiable intangible assets consist of the following (in millions):

							Weighted Average
	December 31,						Amortization
	2025			2024			Period
Finite-lived intangibles:
Customer relationships	$	189.8		$	189.8			10.7
Non-competition agreements		9.7			10.6			6.0
Trade names		-			-
Total finite-lived intangibles		199.5			200.4
Less accumulated amortization		(123.2	)		(103.4	)
Total identifiable intangible assets, net	$	76.3		$	97.0

Our finite-lived intangible assets have no assigned residual values.

During the years ending December 31, 2025, 2024, and 2023, intangible asset amortization expense was $20.6 million, $37.0 million and $20.5 million, respectively. During the year ending December 31, 2024, we recorded expense of $14.4 million for the impairment of certain customer relationships intangible assets related to the BNSFL acquisition. Estimated amortization expense for our finite-lived intangible assets is expected to be approximately $19.7 million for 2026, $15.6 million for 2027, $9.7 million for 2028, $9.5 million for 2029, and $8.6 million for 2030. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment or accelerated amortization of intangible assets, and other events.

13.

Segment Information

We have five reportable business segments which are based primarily on the services each segment provides. The JBI segment includes freight that is transported by rail over at least some portion of the movement and also includes certain repositioning truck freight moved by JBI equipment or third-party carriers, when such highway movement is intended to direct JBI equipment back toward intermodal operations. DCS segment business includes company-owned and customer-owned, DCS-operated revenue equipment and employee drivers assigned to a specific customer, traffic lane, or service. DCS operations usually include formal, written longer-term agreements or contracts that govern services performed and applicable rates. ICS provides non-asset and asset-light transportation solutions to customers through relationships with third-party carriers and integration with company-owned equipment. ICS services include flatbed, refrigerated, and expedited, as well as a variety of dry-van and intermodal solutions. ICS further offers these services through an online multimodal marketplace via J.B. Hunt 360 that matches the right load with the right carrier and the best mode. FMS provides last-mile delivery services to customers through a nationwide network of cross-dock and other delivery system network locations. FMS provides both asset and non-asset big and bulky delivery and installation services, as well as fulfillment, retail-pooling distributions, and LTL services. JBT business includes full-load, dry-van freight that is transported using independent contractors or third-party carriers utilizing company-owned trailing equipment as well as services through our J.B. Hunt 360box program which utilizes the J.B. Hunt 360 platform to access capacity and offer efficient drop trailer solutions to customers. This freight is typically transported over roads and highways and does not move by rail. All transactions between reporting segments are eliminated in consolidation.

Our President and Chief Executive Officer serves as our Chief Operating Decision Maker (CODM) and is responsible for reviewing segment performance and making decisions regarding capital and personnel allocations. Our measure of profit or loss for segment reporting purposes provided to the CODM is operating income. The CODM considers operating income budget-to-actual variances on a monthly basis to assess the performance for each of our segments. Effectively all corporate support expenses are allocated to our operating segments within various expense line items presented. Assets reported by our corporate support group are not allocated. Intersegment revenues and corresponding expenses included in our segment reporting are eliminated upon consolidation.

Our customers are geographically dispersed across the United States. A summary of certain segment information is presented below (in millions):

	Assets (Excludes intercompany accounts) December 31,
	2025		2024		2023
JBI	$	3,324	$	3,507	$	3,391
DCS		2,070		2,195		2,355
ICS		286		288		350
FMS		485		544		634
JBT		364		389		419
Total segment assets		6,529		6,923		7,149
Other (includes corporate)		1,398		1,389		1,439
Total	$	7,927	$	8,312	$	8,588

	Net Capital Expenditures (1) For The Twelve Months Ended December 31,
	2025		2024		2023
JBI	$	163	$	322	$	536
DCS		228		153		716
ICS		1		20		2
FMS		10		15		36
JBT		1		14		30
Total segment net capital expenditures		403		524		1,320
Other (includes corporate)		172		150		280
Total	$	575	$	674	$	1,600

	Revenues and Operating Income/(Loss)
	For The Year ended December 31, 2025
	JBI		DCS		ICS			FMS		JBT		Intersegment Eliminations			Consolidated
Total operating revenues	$	5,975	$	3,376	$	1,109		$	824	$	734	$	(19	)	$	11,999
Operating expenses:
Rents, purchased transportation, and fuel		3,716		430		958			306		547
Salaries, wages and employee benefits		877		1,531		67			286		41
Depreciation and amortization		247		317		8			45		26
Operating supplies and expenses		259		283		7			38		30
Insurance and claims		115		174		16			23		25
General and administrative expenses, including asset dispositions		278		205		62			92		42
Other segment items (2)		33		59		1			7		2
Total operating expenses		5,525		2,999		1,119			797		713		(19	)		11,134
Operating Income (3)	$	450	$	377	$	(10	)	$	27	$	21	$	-		$	865

	Revenues and Operating Income/(Loss)
	For The Year ended December 31, 2024
	JBI		DCS		ICS			FMS		JBT		Intersegment Eliminations			Consolidated
Total operating revenues	$	5,956	$	3,396	$	1,141		$	910	$	702	$	(18	)	$	12,087
Operating expenses:
Rents, purchased transportation, and fuel		3,791		451		967			330		509
Salaries, wages and employee benefits		844		1,528		79			310		43
Depreciation and amortization		249		330		35			46		36
Operating supplies and expenses		244		276		8			41		27
Insurance and claims		106		173		21			14		20
General and administrative expenses, including asset dispositions		260		202		86			101		44
Other segment items (2)		32		60		1			8		2
Total operating expenses		5,526		3,020		1,197			850		681		(18	)		11,256
Operating Income (3)	$	430	$	376	$	(56	)	$	60	$	21	$	-		$	831

	Revenues and Operating Income/(Loss)
	For The Year ended December 31, 2023
	JBI		DCS		ICS			FMS		JBT		Intersegment Eliminations			Consolidated
Total operating revenues	$	6,208	$	3,543	$	1,390		$	918	$	789	$	(18	)	$	12,830
Operating expenses:
Rents, purchased transportation, and fuel		3,986		538		1,225			319		574
Salaries, wages and employee benefits		808		1,552		87			325		50
Depreciation and amortization		256		327		6			48		44
Operating supplies and expenses		228		285		8			45		31
Insurance and claims		100		161		30			23		23
General and administrative expenses, including asset dispositions		230		214		77			101		48
Other segment items (2)		31		61		1			10		3
Total operating expenses		5,639		3,138		1,434			871		773		(18	)		11,837
Operating Income (3)	$	569	$	405	$	(44	)	$	47	$	16	$	-		$	993

	(1) Net capital expenditures report the additions to property and equipment, net of proceeds from the sale of property and equipment.
	(2) Other segment items include communication, utilities, and operating taxes and licenses expense items.
	(3) Refer to the Consolidated Statements of Earnings for the reconciliation of consolidated operating income to earnings before income taxes.

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Date	Price Target	Rating	Analyst
1/8/2026	$221.00	Buy → Neutral	Citigroup
1/8/2026	$240.00	Neutral → Positive	Susquehanna
12/11/2025	$227.00	Hold → Buy	Deutsche Bank
10/16/2025	$140.00 → $152.00	Hold	TD Cowen
9/5/2025	$157.00	Buy → Neutral	UBS
7/1/2025	$169.00	Outperform	Robert W. Baird
6/2/2025	$164.00	Buy → Neutral	Goldman
4/16/2025	$160.00 → $140.00	Hold	TD Cowen

SEC Form 10-K filed by J.B. Hunt Transport Services Inc.

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