v3.26.1
Fair Value Measurement (Tables)
 6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value by Balance Sheet Grouping
The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities:
 June 30, 2026December 31, 2025
Condensed Consolidated Balance Sheets CaptionCarrying
Value		Estimated
Fair Value		Carrying
Value		Estimated
Fair Value
(In thousands)
Financial Assets:
Equity method investments 1
Other long-term assets$113,515 $113,515 $112,042 $112,042 
Financial Liabilities:
2025 Term Loan A-1, due July 8, 2030 1 2 3
Long-term debt – less current portion224,374 225,000 698,136 700,000 
2025 Term Loan A-2, due January 8, 20271 3
Finance lease liabilities and long-term debt
– current portion,
Long-term debt – less current portion		— — 299,369 300,000 
2031 Notes, due November 15, 2031 1 4
Convertible senior notes1,465,833 1,749,240 — — 
2025 Revolver, due July 8, 2030Revolving line of credit— — 626,000 626,000 
Revenue equipment installment notes 5
Finance lease liabilities and long-term debt
– current portion,
Long-term debt – less current portion		70,777 70,777 106,619 106,619 
2021 Prudential Notes 1 6
Finance lease liabilities and long-term debt
– current portion,
Long-term debt – less current portion		3,056 3,056 8,121 8,121 
Mandatorily redeemable contingent consideration 7
Other long-term liabilities159,400 159,400 132,287 132,287 
Contingent consideration 7
Other long-term liabilities900 900 5,203 5,203 
1Level 2 inputs used to estimate the fair value.
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.
4As of June 30, 2026, the carrying amounts of the 2031 Notes were net of $1.3 million in unamortized debt issuance costs and $32.9 million of unamortized debt discount.
5As of June 30, 2026, the carrying amount of the revenue equipment installment notes included $0.1 million in fair value adjustments. As of December 31, 2025, the carrying amount of the revenue equipment installment notes included $0.2 million in fair value adjustments.
6As of June 30, 2026, the carrying amount of the final 2021 Prudential Note included $0.2 million in fair value adjustments. As of December 31, 2025, the carrying amount of the 2021 Prudential Notes included $0.3 million in fair value adjustments.
7The contingent consideration is primarily related to the U.S. Xpress Acquisition.
Recurring Fair Value Measurements (Liabilities) The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of liabilities measured on a recurring basis as of June 30, 2026 and December 31, 2025:
 Fair Value Measurements at Reporting Date Using
Estimated Fair ValueLevel 1 InputsLevel 2 InputsLevel 3 Inputs
(In thousands)
As of June 30, 2026
Mandatorily redeemable contingent consideration 1 2
$159,400 $— $— $159,400 
Contingent consideration 1
$900 $— $— $900 
As of December 31, 2025
Mandatorily redeemable contingent consideration 1 2
$132,287 $— $— $132,287 
Contingent consideration 1
$5,203 $— $— $5,203 
1The Company measures contingent consideration liabilities at fair value each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a probability weighted value analysis as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are forecasted operating income and net income over the earnout period, and the probability outcome percentages assigned to each scenario. Significant increases or decreases to either of these inputs would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities. Ultimately, the liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded in earnings for business combinations.
The following is a rollforward for the summary of changes in the fair value of the Company's contingent consideration liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions:
20262025
Beginning balance$137,490 $137,490 
Change in fair value of contingent consideration (a)
22,810 — 
Ending balance$160,300 $137,490 
(a)The fair values of the mandatorily redeemable contingent consideration and other contingent consideration related to the U.S. Xpress Acquisition are based on Monte Carlo simulations that measure the present value of the expected future payments to be made in accordance with the provisions outlined in the purchase agreement, which is a Level 3 fair value measurement. In determining fair value, the Company estimates the future performance using financial projections developed by management about operating income and net income and the volatility associated with operating income and net income. The Company completes this valuation every six months with the next valuation being completed on December 31, 2026.
As of June 30, 2026, the Company used volatility rates of 35.0% and 48.0% for operating income and net income, respectively. The Company estimates future payments using the earnout formula and performance targets specified in the purchase agreement and these financial projections. These payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of U.S. Xpress to achieve the targets. As of June 30, 2026, the Company used a risk-adjusted discount rate of 5.9%. Changes in financial projections or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration. The $22.8 million change in fair value of contingent consideration is included in "Other (expense) income, net" in the condensed consolidated statements of comprehensive income for the quarter and year-to-date periods ended June 30, 2026.
Based on the Company’s ongoing assessment of the fair value of the contingent consideration, no adjustment was recorded to the estimated fair value of such liabilities during 2025.
2As of December 31, 2024, the call option has expired and the mandatorily redeemable contingent consideration is now in the put option period.
Contingent consideration roll-forward
The following is a rollforward for the summary of changes in the fair value of the Company's contingent consideration liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions:
20262025
Beginning balance$137,490 $137,490 
Change in fair value of contingent consideration (a)
22,810 — 
Ending balance$160,300 $137,490 
(a)The fair values of the mandatorily redeemable contingent consideration and other contingent consideration related to the U.S. Xpress Acquisition are based on Monte Carlo simulations that measure the present value of the expected future payments to be made in accordance with the provisions outlined in the purchase agreement, which is a Level 3 fair value measurement. In determining fair value, the Company estimates the future performance using financial projections developed by management about operating income and net income and the volatility associated with operating income and net income. The Company completes this valuation every six months with the next valuation being completed on December 31, 2026.
As of June 30, 2026, the Company used volatility rates of 35.0% and 48.0% for operating income and net income, respectively. The Company estimates future payments using the earnout formula and performance targets specified in the purchase agreement and these financial projections. These payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of U.S. Xpress to achieve the targets. As of June 30, 2026, the Company used a risk-adjusted discount rate of 5.9%. Changes in financial projections or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration. The $22.8 million change in fair value of contingent consideration is included in "Other (expense) income, net" in the condensed consolidated statements of comprehensive income for the quarter and year-to-date periods ended June 30, 2026.
Based on the Company’s ongoing assessment of the fair value of the contingent consideration, no adjustment was recorded to the estimated fair value of such liabilities during 2025.
Nonrecurring Fair Value Measurements (Assets) The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of June 30, 2026 and December 31, 2025:
 Fair Value Measurements at Reporting Date Using
Estimated Fair ValueLevel 1 InputsLevel 2 InputsLevel 3 InputsTotal Loss
(In thousands)
As of June 30, 2026
Equipment 1
$— $— $— $— $(30)
Intangible Assets 2
— — — — $(852)
As of December 31, 2025
Buildings 3
$— $— $— $— $(8,147)
Operating lease right-of-use assets 4
— — — — (15,444)
Software 5
— — — — (2,454)
Intangible Assets 6
— — — — (44,426)
Equipment 7
— — — — (436)
Goodwill 8
— — — — (27,401)
1Reflects the non-cash impairment of revenue equipment (within the Truckload segment).
2Reflects non-cash impairments related to intangible assets (within the All Other segments).
3Reflects non-cash impairments related to certain real property (within the Truckload segment).
4Reflects non-cash impairments related to certain real property leases (within the Truckload segment).
5Reflects non-cash impairment of discontinued software projects (within the Intermodal Segment).
6Reflects non-cash impairment of tradenames associated with the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand (within the LTL segment), and intangible assets associated with Abilene as a result of the decision to cease its operations and combine it into the Swift business (within the Truckload segment).
7Reflects the non-cash impairment of revenue equipment (within the Truckload segment and the All Other Segments).
8Reflects the non-cash impairment of goodwill associated with Abilene as discussed above (within the Truckload segment).
Recurring Fair Value Measurements (Assets) The following table sets forth by level the fair value hierarchy of ACT's pension plan financial assets accounted for at fair value on a recurring basis. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ACT's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels.
Fair Value Measurements at Reporting Date Using:
Estimated
Fair Value		Level 1 InputsLevel 2 InputsLevel 3 Inputs
(In thousands)
As of June 30, 2026
Cash and cash equivalents1,280 1,280 — — 
Total pension plan assets$1,280 $1,280 $— $— 
As of December 31, 2025
Fixed income funds$33,236 $33,236 $— $— 
Cash and cash equivalents748 748 — — 
Total pension plan assets$33,984 $33,984 $— $—