v3.26.1
Debt And Financing
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt and Financing Debt and Financing
The Company's long-term debt consisted of the following:
June 30, 2026December 31, 2025
(In thousands)
2025 Term Loan A-1, due July 8, 2030, net 1 2 3
224,374 698,136 
2025 Term Loan A-2, due January 8, 2027, net 1 3
— 299,369 
Revenue equipment installment notes 1 4
70,777 106,619 
Prudential Notes, net 1
3,056 8,121 
Other5,271 5,770 
Total long-term debt, including current portion303,478 1,118,015 
Less: current portion of long-term debt(72,053)(90,222)
Long-term debt, less current portion$231,425 $1,027,793 
June 30, 2026December 31, 2025
(In thousands)
Total long-term debt, including current portion$303,478 $1,118,015 
2025 Revolver, due July 8, 2030 1 5
— 626,000 
Long-term debt, including revolving line of credit$303,478 $1,744,015 
1Refer to Note 12 for information regarding the fair value of debt.
2As of June 30, 2026, the carrying amount of the 2025 Term Loan A-1 was net of $0.6 million in deferred loan costs.
3As of December 31, 2025, the carrying amounts of the 2025 Term Loan A-1 and 2025 Term Loan A-2 were net of $1.9 million and $0.6 million in deferred loan costs, respectively.
4The revenue equipment installment loans were assumed at the close of the U.S. Xpress Acquisition and have a weighted average interest rate of 5.56% and 5.19% as of June 30, 2026 and December 31, 2025, respectively.
5The Company also had outstanding letters of credit of $14.7 million and $18.3 million under the 2025 Revolver, primarily related to workers' compensation and self-insurance liabilities for both June 30, 2026 and December 31, 2025, respectively. The Company also had outstanding letters of credit of $194.8 million and $191.1 million under a separate bilateral agreement which do not impact the availability of the 2025 Revolver as of June 30, 2026 and December 31, 2025, respectively.
Credit Agreements
2025 Debt Agreement — On July 8, 2025, the Company entered into the $2.5 billion 2025 Debt Agreement (an unsecured credit facility) with a group of banks, replacing the Company's prior debt agreements. The 2025 Debt Agreement included the 2025 Term Loan A-2 which was paid off on May 8, 2026 with the proceeds from the 2031 Notes. Refer to Note 6 for more information regarding the 2031 Notes. The following table presents the key terms of the 2025 Debt Agreement:
2025 Term Loan A-1
2025 Revolver 2
2025 Debt Agreement Terms(Dollars in thousands)
Maximum borrowing capacity$700,000$1,500,000
Final maturity dateJuly 8, 2030July 8, 2030
Interest rate margin reference rateSOFR SOFR
Interest rate minimum margin 1
0.93%0.93%
Interest rate maximum margin 1
1.55%1.55%
Minimum principal payment — amount 3
$8,750$—
Minimum principal payment — frequency 3
QuarterlyOnce
Minimum principal payment — commencement date 3
September 30, 2028July 8, 2030
1The interest rate margin for the 2025 Term Loan and 2025 Revolver is based on the Company's consolidated leverage ratio. As of June 30, 2026, interest accrued at 4.92% on the 2025 Term Loan A-1 and 4.95% on the 2025 Revolver.
2The commitment fee for the unused portion of the 2025 Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.1% to 0.2%. As of June 30, 2026, commitment fees on the unused portion of the 2025 Revolver accrued at 0.15% and outstanding letter of credit fees accrued at 1.30%.
3The Company has prepaid all scheduled quarterly principal payments under the 2025 Term Loan A‑1; accordingly, no additional principal payments are due prior to maturity.
The 2025 Debt Agreement contains certain financial covenants with respect to a maximum net leverage ratio and a minimum consolidated interest coverage ratio. The 2025 Debt Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock repurchases, and equipment financing. In addition to the financial covenants, the 2025 Debt Agreement includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the 2025 Debt Agreement may be accelerated, and the lenders' commitments may be terminated. The 2025 Debt Agreement contains certain usual and customary restrictions and covenants relating to, among other things, dividends (which are restricted only if a default or event of default occurs and is continuing or would result therefrom), liens, affiliate transactions, and other indebtedness. As of June 30, 2026, the Company was in compliance with the covenants under the 2025 Debt Agreement.
Borrowings under the 2025 Debt Agreement are made by Knight-Swift Transportation Holdings Inc. and are guaranteed by certain of the Company's material domestic subsidiaries (other than its captive insurance subsidiaries, driving academy subsidiary, and bankruptcy-remote special purpose subsidiary).
U.S. Xpress' Revenue Equipment Installment Notes — In connection with the U.S. Xpress Acquisition, the Company assumed revenue equipment installment notes with various lenders to finance tractors and trailers. Payments are due in monthly installments with final maturities at various dates through March 15, 2028, and the notes are secured by related revenue equipment with a net book value of $64.1 million as of June 30, 2026. Terms generally range from 48 months to 84 months. The interest rates as of June 30, 2026 range from 2.87% to 7.17%.
2021 Prudential Notes — The 2021 Prudential Notes previously allowed ACT to borrow up to $125 million, less amounts currently outstanding with Prudential Capital Group, provided that certain financial ratios are maintained. The final 2021 Prudential Note has an interest rate of 4.05% and a maturity date of January 2028. The final 2021 Prudential Note is unsecured and contains usual and customary restrictions on, among other things, the ability to make certain payments to stockholders, similar to the provisions of the Company's 2025 Debt Agreement. As of June 30, 2026, the Company was in compliance with the covenants under the final 2021 Prudential Note.
Fair Value Measurement — See Note 12 for fair value disclosures regarding the Company's debt instruments.