SEDAR Interim Financial Statements

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the third quarter ended September 30, 2025 CONTENTS CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ............................................................. 1 CONDENSED CONSOLIDATED STATEMENTS OF INCOME ................................................................................. 2 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME .................................................... 3 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY ............................................................. 4 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ........................................................................ 5 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS ............................................ 6 ¦1 TFI International Inc. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) (in thousands of U.S. dollars) As at As at Note September 30, 2025 December 31, 2024* Assets Cash and cash equivalents 31,613 - Trade and other receivables 882,096 927,654 Inventoried supplies 17,284 17,962 Current taxes recoverable 30,116 11,996 Prepaid expenses 71,200 65,810 Assets held for sale 41,474 13,627 Current assets 1,073,783 1,037,049 Property and equipment 7 2,781,660 2,891,087 Right-of-use assets 8 558,026 536,748 Intangible assets 9 2,643,219 2,642,933 Investments 10 25,074 22,097 Other assets 21,214 22,188 Deferred tax assets 9,182 13,724 Non-current assets 6,038,375 6,128,777 Total assets 7,112,158 7,165,826 Liabilities Bank indebtedness - 6,777 Trade and other payables 678,335 639,190 Current taxes payable 5,979 11,995 Provisions 14 77,596 99,540 Other financial liabilities 13,339 15,220 Long-term debt 11 78,486 93,453 Lease liabilities 12 155,229 152,449 Current liabilities 1,008,964 1,018,624 Long-term debt 11 2,313,366 2,309,428 Lease liabilities 12 447,131 421,213 Employee benefits 38,261 70,456 Provisions 14 144,998 159,936 Other financial liabilities 2,662 4,466 Deferred tax liabilities 518,142 508,428 Non-current liabilities 3,464,560 3,473,927 Total liabilities 4,473,524 4,492,551 Equity Share capital 15 1,125,202 1,135,500 Contributed surplus 15, 17 28,810 30,971 Accumulated other comprehensive loss (279,132 ) (331,903 ) Retained earnings 1,763,754 1,838,707 Total equity 2,638,634 2,673,275 Contingencies, letters of credit and other commitments 21 Subsequent events 22 Total liabilities and equity 7,112,158 7,165,826 * Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)) The notes on pages 6 to 24 are an integral part of these condensed consolidated interim financial statements. ¦2 TFI International Inc. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands of U.S. dollars, except per share amounts) Three months Three months Nine months Nine months ended ended ended ended Note Sept. 30, 2025 Sept. 30, 2024* Sept. 30, 2025 Sept. 30, 2024* Revenue 1,724,887 1,905,330 5,233,381 5,477,951 Fuel surcharge 243,784 279,253 737,298 841,992 Total revenue 1,968,671 2,184,583 5,970,679 6,319,943 Materials and services expenses 18 961,212 1,090,870 2,947,559 3,138,831 Personnel expenses 600,205 638,826 1,825,560 1,877,187 Other operating expenses 103,906 101,049 315,566 325,780 Depreciation of property and equipment 7 87,286 89,966 265,761 241,939 Depreciation of right-of-use assets 8 44,022 44,930 129,847 125,990 Amortization of intangible assets 9 21,691 20 --- ,949 65,094 59,583 Gain on sale of rolling stock and equipment (1,718 ) (3,378 ) (8,567 ) (7,836 ) (Gain) loss on derecognition of right-of-use assets (298 ) 36 (341 ) 77 Loss on sale of land and buildings 92 - 92 - (Gain) loss, net of impairment, on sale of assets held for sale (1,041 ) 159 (8,014 ) (337 ) Total operating expenses 1,815,357 1,983,407 5,532,557 5,761,214 Operating income 153,314 201,176 438,122 558,729 Finance (income) costs Finance income 19 (518 ) (6,831 ) (1,051 ) (13,003 ) Finance costs 19 42,103 46,839 122,569 127,753 Net finance costs 41,585 40,008 121,518 114,750 Income before income tax 111,729 161,168 316,604 443,979 Income tax expense 20 27,040 35,297 77,703 109,610 Net income 84,689 125,871 238,901 334,369 Earnings per share Basic earnings per share 16 1.03 1.49 2.87 3.96 Diluted earnings per share 16 1.02 1.48 2.86 3.93 * Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)) The notes on pages 6 to 24 are an integral part of these condensed consolidated interim financial statements. ¦3 TFI International Inc. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (In thousands of U.S. dollars) Three months Three months Nine months Nine months ended ended ended ended Sept. 30, 2025 Sept. 30, 2024* Sept. 30, 2025 Sept. 30, 2024* Net income 84,689 125,871 238,901 334,369 Other comprehensive (loss) income Items that may be reclassified to income or loss in future periods: Foreign currency translation differences 6,945 2,137 616 3,221 Net investment hedge, net of tax (28,908 ) 21,067 54,151 (31,033 ) Items directly reclassified to retained earnings: Unrealized (loss) gain on investments in equity securities measured at fair value through OCI, net of tax (59 ) 1,343 (1,996 ) (7,871 ) Other comprehensive (loss) income, net of tax (22,022 ) 24,547 52,771 (35,683 ) Total comprehensive income 62,667 150,418 291,672 298,686 * Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)) The notes on pages 6 to 24 are an integral part of these condensed consolidated interim financial statements. ¦4 TFI International Inc. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED) (In thousands of U.S. dollars) Accumulated Accumulated foreign unrealized Total currency gain (loss) equity translation on invest- attributable differences ments in to owners Share Contributed & net invest- equity Retained of the Note capital surplus ment hedge securities earnings Company Balance as at December 31, 2024 1,135,500 30,971 (330,710 ) (1,193 ) 1,838,707 2,673,275 Net income - - - - 238,901 238,901 Other comprehensive income (loss), net of tax - - 54,767 (1,996 ) - 52,771 Total comprehensive income (loss) - - 54,767 (1,996 ) 238,901 291,672 Share-based payment transactions, net of tax 17 - 10,578 - - - 10,578 Stock options exercised, net of tax 15, 17 5,737 (860 ) - - - 4,877 Dividends to owners of the Company 15 - - - - (112,177 ) (112,177 ) Repurchase of own shares 15 (25,384 ) - - - (187,315 ) (212,699 ) Net settlement of restricted share units and performance share units, net of tax 15, 17 9,349 (11,879 ) - - (14,362 ) (16,892 ) Total transactions with owners, recorded directly in equity (10,298 ) (2,161 ) - - (313,854 ) (326,313 ) Balance as at September 30, 2025 1,125,202 28,810 (275,943 ) (3,189 ) 1,763,754 2,638,634 Balance as at December 31, 2023 1,107,290 37,684 (200,2 --- 96 ) (243 ) 1,646,975 2,591,410 Net income* - - - - 334,369 334,369 Other comprehensive loss, net of tax - - (27,812 ) (7,871 ) - (35,683 ) Realized loss on equity securities, net of tax - - - 7,158 (7,158 ) - Total comprehensive (loss) income* - - (27,812 ) (713 ) 327,211 298,686 Share-based payment transactions, net of tax 17 - 10,743 - - - 10,743 Stock options exercised, net of tax 15, 17 14,087 (2,477 ) - - - 11,610 Dividends to owners of the Company 15 - - - - (101,234 ) (101,234 ) Repurchase of own shares 15 (2,761 ) - - - (31,418 ) (34,179 ) Net settlement of restricted share units and performance share units, net of tax 15, 17 17,631 (16,780 ) - - (30,235 ) (29,384 ) Total transactions with owners, recorded directly in equity 28,957 (8,514 ) - - (162,887 ) (142,444 ) Balance as at September 30, 2024* 1,136,247 29,170 (228,108 ) (956 ) 1,811,299 2,747,652 * Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)) The notes on pages 6 to 24 are an integral part of these condensed consolidated interim financial statements. ¦5 TFI International Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNDAUDITED) (In thousands of U.S. dollars) Three months Three months Nine months Nine months ended ended ended ended Note Sept. 30, 2025 Sept. 30, 2024* Sept. 30, 2025 Sept. 30, 2024* Cash flows from operating activities Net income 84,689 125,871 238,901 334,369 Adjustments for: Depreciation of property and equipment 7 87,286 89,966 265,761 241,939 Depreciation of right-of-use assets 8 44,022 44,930 129,847 125,990 Amortization of intangible assets 9 21,691 20,949 65,094 59,583 Share-based payment transactions 17 4,015 3,219 11,272 9,222 Net finance costs 19 41,585 40,008 121,518 114,750 Income tax expense 20 27,040 35,297 77,703 109,610 Gain on sale of property and equipment (1,626 ) (3,378 ) (8,475 ) (7,836 ) (Gain) loss on derecognition of right-of-use assets (298 ) 36 (341 ) 77 (Gain) loss, net of impairment, on sale of assets held for sale (1,041 ) 159 (8,014 ) (337 ) Employee benefits (29,045 ) 7,163 (34,664 ) 28,296 Provisions, net of payments (22,489 ) 7,574 (37,343 ) 12,717 Net change in non-cash operating working capital 6 48,799 53,444 86,479 (7,323 ) Interest paid (36,068 ) (46,136 ) (115,083 ) (115,051 ) Income tax paid (13,206 ) (28,046 ) (97,063 ) (105,719 ) Net cash from operating activities 255,354 351,056 695,592 800,287 Cash flows used in investing activities Purchases of property and equipment 7 (72,069 ) (123,672 ) (190,400 ) (320,072 ) Proceeds from sale of property and equipment 12,970 17,152 43,307 49,475 Proceeds from sale of assets held for sale 3,105 27,978 24,934 31,414 Purchases of intangible assets 9 (1,118 ) (774 ) (8,452 ) (5,130 ) Business combinations, net of cash acquired 5 37 (30,961 ) (36,355 ) (945,182 ) Purchases of investments - - (4,755 ) - Proceeds from sale of investments - - - 19,068 Others (117 ) (2,945 ) (1,366 ) (3,266 ) Net cash used in investing activities (57,192 ) (113,222 ) (173,087 ) (1,173,693 ) Cash flows (used in) from financing activities Net decrease in bank indebtedness - - (6,777 ) - Proceeds from long-term debt 11 1,940 - 219,378 500,000 Repayment of long-term debt 11 (151,461 ) (148,742 ) (279,252 ) (186,937 ) Net increase in revolving facilities 11 101,577 18,568 41,157 50,664 Repayment of lease liabilities 12 (40,978 ) (43,956 ) (123,012 ) (123,262 ) Decrease of other financial liabilities (1,065 ) (931 ) (6,839 ) (4,076 ) Divide --- nds paid (37,349 ) (33,879 ) (114,354 ) (100,783 ) Repurchase of own shares 15 (67,418 ) - (208,455 ) (34,179 ) Proceeds from exercise of stock options 15 224 881 4,877 11,610 Share repurchase for settlement of restricted share units and performance share units (35 ) (594 ) (16,892 ) (29,386 ) Net cash (used in) from financing activities (194,565 ) (208,653 ) (490,169 ) 83,651 Net change in cash and cash equivalents 3,597 29,181 32,336 (289,755 ) Cash and cash equivalents, beginning of period 27,938 26,606 - 335,556 Effect of movements in exchange rates on cash and cash equivalents 78 (569 ) (723 ) 9,417 Cash and cash equivalents, end of period 31,613 55,218 31,613 55,218 * Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)) The notes on pages 6 to 24 are an integral part of these condensed consolidated interim financial statements. TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦6 1. Reporting entity TFI International Inc. (the “Company”) is incorporated under the Canada Business Corporations Act, and is a company domiciled in Canada. The address of the Company’s registered office is 8801 Trans-Canada Highway, Suite 500, Montreal, Quebec, H4S 1Z6. The condensed consolidated interim financial statements of the Company as at and for the three and nine months ended September 30, 2025 and 2024 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”). The Group is involved in the provision of transportation and logistics services across the United States, Canada and Mexico. 2. Basis of preparation a) Statement of compliance These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting of International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the most recent annual consolidated financial statements of the Group. These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on October 30, 2025. b) Basis of measurement These condensed consolidated interim financial statements have been prepared on the historical cost basis except for the following material items in the statements of financial position: ? investment in equity securities, derivative financial instruments and contingent considerations are measured at fair value; ? the defined benefit pension plan liability is recognized as the net total of the present value of the defined benefit obligation less the fair value of the plan assets; and ? assets and liabilities acquired in business combinations are measured at fair value at acquisition date. c) Seasonality of interim operations The activities conducted by the Group are subject to general demand for freight transportation. Historically, demand has been relatively stable with the first quarter being generally the weakest in terms of demand. Furthermore, during the winter months, fuel consumption and maintenance costs tend to rise. Consequently, the results of operations for the interim period are not --- necessarily indicative of the results of operations for the full year. d) Functional and presentation currency The Company’s condensed consolidated interim financial statements are presented in U.S. dollars (“U.S. dollars” or “USD”). The Company’s functional currency is the Canadian dollar (“CAD” or “CDN$”). Translation gains and losses from the application of the U.S. dollar as the presentation currency while the Canadian dollar is the functional currency are included as part of the accumulated foreign currency translation differences and net investment hedge. All financial information presented in U.S. dollars has been rounded to the nearest thousand. e) Use of estimates and judgments The preparation of the accompanying financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, the disclosures about contingent assets and liabilities, and the reported amounts of revenues and expenses. Such estimates include the valuation of goodwill and intangible assets, the measurement of identified assets and liabilities acquired in business combinations, income tax provisions, defined benefit obligation and the self-insurance and other provisions and contingencies. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. Actual results could differ from these estimates. Changes TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦7 in those estimates and assumptions resulting from changes in the economic environment will be reflected in the financial statements of future periods. In preparing these condensed consolidated interim financial statements, the significant judgments made by management applying the Group’s accounting policies and the key sources of estimation uncertainty are the same as those applied and described in the Group’s 2024 annual consolidated financial statements. 3. Material accounting policies The accounting policies described in the Group’s 2024 annual consolidated financial statements have been applied consistently to all periods presented in these condensed consolidated interim financial statements, unless otherwise indicated below. The accounting policies have been applied consistently by Group entities. New standards and interpretations not yet adopted The following new standards are not yet effective, and have not been applied in preparing these condensed consolidated interim financial statements: Presentation and Disclosure in Financial Statements – IFRS 18 On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The new Accountin --- g Standard introduces significant changes to the structure of a company’s income statement, more discipline and transparency in presentation of management's own performance measures (commonly referred to as non-GAAP measures) and less aggregation of items into large, single numbers. The main impacts of the new Accounting Standard include: ? introducing a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company’s main business activities (i.e. operating, investing and financing); ? requiring disclosure about management performance measures (MPMs); and ? adding new principles for aggregation and disaggregation of information The extent of the impact of adoption of the amendments has not yet been determined. Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, which are effective for annual reporting periods beginning on or after 1 January 2026. Earlier application is permitted. The amendment introduces an accounting policy choice for the derecognition of financial liabilities settled via electronic payment systems. Under the amendment, an entity may elect to derecognize a financial liability before the cash is delivered, provided that: ? No practical ability to withdraw, stop or cancel the payment instruction; ? No practical ability to access the cash to be used for settlement as a result of the payment instruction; ? The settlement risk associated with the electronic payment system is insignificant. The extent of the impact of adoption of the amendments has not yet been determined. TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦8 4. Segment reporting The Group operates within the transportation and logistics industry in the United States, Canada and Mexico in different reportable segments, as described below. The reportable segments are managed independently as they require different technology and capital resources. For each of the operating segments, the Group’s CEO reviews internal management reports. The following summary describes the operations in each of the Group’s reportable segments: Less-Than-Truckload (a): Pickup, consolidation, transport and delivery of smaller loads. Truckload (b): Full loads carried directly from the customer to the destination using a closed van or specialized equipment to meet customers’ specific needs. Includes expedited transportation, flatbed, tank, container and dedicated services. Logistics: Asset-light logistics services, including brokerage, freight forwarding and transportation management, as well as small package parcel delivery. (a) The Less-Than-Truckload reporting segment represents the aggregation of the Canadian Less-Than-Truckload, U.S. Less-Than-Truckload and Package and Courier operating segments. The aggregation of the segment was analyzed using management’s judgment in accordance with IFRS 8. The operating segments were determined to be similar, amongst others, with respect to the nature of services offered and the methods used to distribute their services. Additionally, they have similar e --- conomic characteristics with respect to long-term expected gross margin, levels of capital invested and market place trends. (b) The Truckload reporting segment represents the aggregation of the Canadian Conventional Truckload and Specialized Truckload operating segments. The aggregation of the segment was analyzed using management’s judgment in accordance with IFRS 8. The operating segments were determined to be similar, amongst others, with respect to the nature of services offered and the methods used to distribute their services. Additionally, they have similar economic characteristics with respect to long-term expected gross margin, levels of capital invested and market place trends. Information regarding the results of each reportable segment is included below. Performance is measured based on segment operating income or loss. This measure is included in the internal management reports that are reviewed by the Group’s CEO and refers to “Operating income” in the consolidated statements of income. Segment operating income or loss is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦9 Less- Than- Truckload Truckload Logistics Corporate Eliminations Total Three months ended September 30, 2025 Revenue(1) 687,044 684,104 367,774 - (14,035 ) 1,724,887 Fuel surcharge(1) 137,020 90,640 18,796 - (2,672 ) 243,784 Total revenue(1) 824,064 774,744 386,570 - (16,707 ) 1,968,671 Operating income (loss) 77,728 52,606 31,027 (8,047 ) - 153,314 Selected items: Materials and services expenses 331,566 401,641 257,444 (12,732 ) (16,707 ) 961,212 Personnel expenses 319,334 205,765 60,260 14,846 - 600,205 Other operating expenses 46,882 28,567 22,860 5,597 - 103,906 Depreciation and amortization 49,893 87,488 15,282 336 - 152,999 Loss on sale of land and buildings 87 - 5 - - 92 Gain (loss), net of impairment on sale of assets held for sale 1,048 (7 ) - - - 1,041 Intangible assets 404,134 1,517,987 719,042 2,056 - 2,643,219 Total assets 2,540,716 3,399,647 1,055,125 116,670 - 7,112,158 Total liabilities 763,940 792,653 319,602 2,597,450 (121 ) 4,473,524 Additions to property and equipment 15,123 54,090 2,710 146 - 72,069 Three months ended September 30, 2024 Revenue(1) 770,757 722,882 426,480 - (14,789 ) 1,905,330 Fuel surcharge(1) 151,158 106,577 24,600 - (3,082 ) 279,253 Total revenue(1) 921,915 829,459 451,080 - (17,871 ) 2,184,583 Operating income (loss)(2) 95,960 70,109 48,695 (13,588 ) - 201,176 Selected items: Materials and services expenses 381,053 438,140 299,440 (9,892 ) (17,871 ) 1,090,870 Personnel expenses 337,058 217,812 66,232 17,724 - 638,826 Other operating expenses 51,045 23,209 21,721 5,074 - 101,049 Depreciation and amortization(2) 54,117 86,038 15,019 671 - 155,845 (Loss) gain, net of impairment on sale of assets held for sale (2,013 ) 1,854 - - - (159 ) Intangible assets(2) 419,654 1,467,321 747,927 42 - 2,634,944 Total assets(2) 2,747,120 3,516,214 1,125,683 126,583 - 7,515,600 Total liabilities 868,769 823,039 335,638 2,720,645 (125 ) 4,747,966 Additions to property and equipment 54,506 66,974 1,942 250 - 123,672 (1) Includes intersegment revenue and intersegment fu --- el surcharge, which are eliminated in the consolidated results and are not disclosed by reportable segment due to the non-material amounts. (2) Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)). TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦10 Less- Than- Truckload Truckload Logistics Corporate Eliminations Total Nine months ended September 30, 2025 Revenue(1) 2,069,692 2,059,242 1,145,832 - (41,385 ) 5,233,381 Fuel surcharge(1) 408,345 276,742 60,237 - (8,026 ) 737,298 Total revenue(1) 2,478,037 2,335,984 1,206,069 - (49,411 ) 5,970,679 Operating income (loss) 198,411 171,949 99,988 (32,226 ) - 438,122 Selected items: Materials and services expenses 1,012,364 1,216,168 803,368 (34,930 ) (49,411 ) 2,947,559 Personnel expenses 968,243 619,397 183,997 53,923 - 1,825,560 Other operating expenses 148,220 83,079 72,231 12,036 - 315,566 Depreciation and amortization 151,825 260,894 46,786 1,197 - 460,702 Loss on sale of land and buildings 87 - 5 - - 92 Gain, net of impairment on sale of assets held for sale 875 7,139 - - - 8,014 Intangible assets 404,134 1,517,987 719,042 2,056 - 2,643,219 Total assets 2,540,716 3,399,647 1,055,125 116,670 - 7,112,158 Total liabilities 763,940 792,653 319,602 2,597,450 (121 ) 4,473,524 Additions to property and equipment 52,316 129,814 7,513 275 - 189,918 Nine months ended September 30, 2024 Revenue(1) 2,348,436 1,858,300 1,310,778 - (39,563 ) 5,477,951 Fuel surcharge(1) 478,359 292,667 79,532 - (8,566 ) 841,992 Total revenue(1) 2,826,795 2,150,967 1,390,310 - (48,129 ) 6,319,943 Operating income (loss)(2) 290,909 192,782 139,467 (64,429 ) - 558,729 Selected items: Materials and services expenses 1,174,311 1,108,522 928,416 (24,290 ) (48,128 ) 3,138,831 Personnel expenses 1,030,861 573,953 204,737 67,636 - 1,877,187 Other operating expenses 167,539 69,048 72,564 16,629 - 325,780 Depreciation and amortization(2) 161,278 218,977 45,194 2,063 - 427,512 (Loss) gain, net of impairment on sale of assets held for sale (1,526 ) 1,827 36 - - 337 Intangible assets(2) 419,654 1,467,321 747,927 42 - 2,634,944 Total assets(2) 2,747,120 3,516,214 1,125,683 126,583 - 7,515,600 Total liabilities 868,769 823,039 335,638 2,720,645 (125 ) 4,747,966 Additions to property and equipment 161,068 153,671 4,730 603 - 320,072 (1) Includes intersegment revenue and intersegment fuel surcharge, which are eliminated in the consolidated results and are not disclosed by reportable segment due to the non-material amounts. (2) Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)). TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦11 Geographical information Revenue is attributed to geographical locations based on the origin of service’s location. Less- Than- Truckload Truckload Logistics Eliminations Total Three months ended September 30, 2025 Canada 263,631 273,728 58,977 (7,011 ) 589,325 United States 560,433 501,016 327,593 (9,696 ) 1,379,346 Total 824,064 774,744 386,570 (16,707 ) 1,968,671 Three months ended September 30, 2024 Canada 287,371 293,739 64,745 (10,020 ) 635,835 United States 634,544 535,72 --- 0 386,335 (7,851 ) 1,548,748 Total 921,915 829,459 451,080 (17,871 ) 2,184,583 Nine months ended September 30, 2025 Canada 802,187 856,539 181,700 (22,780 ) 1,817,646 United States 1,675,851 1,479,445 1,024,369 (26,632 ) 4,153,033 Total 2,478,038 2,335,984 1,206,069 (49,412 ) 5,970,679 Nine months ended September 30, 2024 Canada 860,960 869,969 192,397 (27,534 ) 1,895,792 United States 1,965,834 1,280,998 1,197,913 (20,594 ) 4,424,151 Total 2,826,794 2,150,967 1,390,310 (48,128 ) 6,319,943 Segment assets are based on the geographical location of the assets. As at As at September 30, 2025 December 31, 2024* Property and equipment, right-of-use assets and intangible assets Canada 2,274,913 2,213,562 United States 3,707,992 3,857,206 5,982,905 6,070,768 * Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)) 5. Business combinations a) Business combinations In line with the Group’s growth strategy, the Group acquired three businesses during 2025, which were not considered to be material. These transactions were concluded in order to add density in the Group’s current network and further expand value-added services. During the nine months ended September 30, 2025, these businesses, in aggregate, contributed revenue and net loss of $7.3 million and $0.1 million, respectively, since the acquisitions. Had the Group acquired these businesses on January 1, 2025, as per management’s best estimates, the revenue and net income for these entities would have been $22.1 million and $0.8 million, respectively, for the nine months ended September 30, 2025. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same had the acquisitions occurred on January 1, 2025 and adjusted for interest expense, based on the purchase price and average borrowing rate of the Group, and income tax expense based on the effective tax rate of the entity. During the nine months ended September 30, 2025, no transaction costs (2024 – $0.5 million) have been expensed in other operating expenses in the consolidated statements of income in relation to the above-mentioned business acquisitions. As of the reporting date, the Group had not yet completed the determination of the fair value of assets acquired and liabilities assumed of the 2025 acquisitions. Information to confirm the fair value of certain assets and liabilities still needs to be obtained for these acquisitions. As the Group obtains more information, the allocation will be completed. TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦12 The table below presents the determination of the fair value of assets acquired and liabilities assumed at the respective dates of acquisition based on the best information available to the Group to date: Identifiable assets acquired and liabilities assumed Note Cash and cash equivalents 356 Trade and other receivables 3,125 Inventoried supplies and prepaid expenses 848 Property and equipment 7 17,535 Right-of-use assets 8 156 Intangible assets 9 7,025 Other assets 10 Trade and other payables (1,724 ) Income tax payable (1,586 ) Lease liabilities 12 (156 ) Deferred tax liabilities 408 Total identifiable net assets 25,997 Total consideration transferred 39,704 Goodwill 9 13,707 Cas --- h 36,711 Contingent consideration 2,993 Total consideration transferred 39,704 The total trade receivables comprise gross amounts due of $3.5 million, of which $0.3 million was expected to be uncollectible at the acquisition date. b) Goodwill The goodwill is attributable mainly to the premium of an established business operation with a good reputation in the transportation industry, and the synergies expected to be achieved from integrating the acquired entity into the Group’s existing business. The goodwill arising in the business combinations has been allocated to operating segments as indicated in the table below, which represents the lowest level at which goodwill is monitored internally. Operating segment Reportable segment Sept. 30, 2025 Canadian Truckload Truckload 1,133 Specialized Truckload Truckload 9,637 Logistics Logistics 2,937 13,707 c) Adjustment to the provisional amounts of the prior year for Daseke business combination The 2024 annual consolidated financial statements included details of the Group’s business combinations and set out provisional fair values relating to the consideration and net assets of Daseke. This acquisition was accounted for under the provisions of IFRS 3. As required by IFRS 3, the provisional fair values have been reassessed in the first quarter ended March 31, 2025, when the purchase price allocation was completed, in light of information which existed at the acquisition date and was obtained during the measurement period following the acquisition. Consequently, the fair value of certain assets acquired, and liabilities assumed of Daseke have been adjusted retrospective to the date of acquisition as follows: TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦13 Dec. 31 2024 Q1-2025 Provisional Measurement Reassessed fair value period adjustments fair value Cash and cash equivalents 46,242 - 46,242 Trade and other receivables 173,389 - 173,389 Inventoried supplies and prepaid expenses 20,997 - 20,997 Property and equipment 523,892 - 523,892 Right-of-use assets 107,676 - 107,676 Intangible assets 202,290 - 202,290 Other assets 3,093 - 3,093 Trade and other payables (102,133 ) - (102,133 ) Income tax receivable 8,669 (3,006 ) 5,663 Employee benefits (194 ) - (194 ) Provisions (57,923 ) (29,793 ) (87,716 ) Other non-current liabilities (213 ) - (213 ) Long-term debt (314,670 ) - (314,670 ) Lease liabilities (107,676 ) - (107,676 ) Deferred tax liabilities (125,796 ) 12,817 (112,979 ) Total identifiable net assets 377,643 (19,982 ) 357,661 Total consideration transferred 816,958 - 816,958 Goodwill 439,315 19,982 459,297 Cash 816,958 - 816,958 Total consideration transferred 816,958 - 816,958 In Q4-2024, the fair value of the intangible assets was reassessed, resulting in an adjustment of amortization of intangibles assets for the three and nine months ended September 30, 2024 of $2.1 million and $4.2 million, respectively. d) Contingent consideration The contingent consideration relates to the business acquisitions and is recorded in the original purchase price allocation. This consideration is contingent on achieving specified earning levels in a future period. The maximum amount payable is $1.7 million in less than one year and $1.3 million in more than one year and is currently presented in other financial liabilities on the consolida --- ted statements of financial position. The contingent consideration balance at September 30, 2025 is $5.1 million (December 31, 2024 - $7.8 million) and is presented in other financial liabilities on the consolidated statements of financial position. e) Adjustment to the provisional amounts of prior year’s non-material business combinations The 2024 annual consolidated financial statements included details of the Group’s business combinations and set out provisional fair values relating to the consideration paid and net assets acquired of various non-material acquisitions. These acquisitions were accounted for under the provisions of IFRS 3. As required by IFRS 3, the provisional fair values have been reassessed in light of information which existed at the acquisition date and was obtained during the measurement period following the acquisitions. Consequently, the fair value of certain assets acquired, and liabilities assumed of the non-material acquisitions in fiscal 2024 have been adjusted and finalized in 2025. No material adjustments were required to the provisional fair values for these prior year's business combinations. 6. Additional cash flow information Net change in non-cash operating working capital Three months Three months Nine months Nine months ended ended ended ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 Trade and other receivables 43,513 56,141 60,730 60,951 Inventoried supplies 11 1,094 1,288 3,245 Prepaid expenses 7,805 (1,738 ) (3,991 ) (5,159 ) Trade and other payables (2,530 ) (2,053 ) 28,452 (66,360 ) 48,799 53,444 86,479 (7,323 ) TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦14 7. Property and equipment Land and Rolling Note buildings stock Equipment Total Cost Balance at December 31, 2024 1,492,078 2,243,864 196,508 3,932,450 Additions through business combinations 5 4,235 13,809 (509 ) 17,535 Other additions 21,827 154,915 13,176 189,918 Disposals (2,705 ) (80,147 ) (5,326 ) (88,178 ) Reclassification (to) from assets held for sale (51,093 ) 5,052 (13 ) (46,054 ) Effect of movements in exchange rates 15,570 28,302 4,728 48,600 Balance at September 30, 2025 1,479,912 2,365,795 208,564 4,054,271 Accumulated Depreciation Balance at December 31, 2024 116,762 807,089 117,512 1,041,363 Depreciation 19,924 232,914 12,923 265,761 Disposals (2,568 ) (45,830 ) (4,948 ) (53,346 ) Reclassification (to) from assets held for sale (5,773 ) 4,612 (13 ) (1,174 ) Effect of movements in exchange rates 2,298 14,020 3,689 20,007 Balance at September 30, 2025 130,643 1,012,805 129,163 1,272,611 Net carrying amounts At December 31, 2024 1,375,316 1,436,775 78,996 2,891,087 At September 30, 2025 1,349,269 1,352,990 79,401 2,781,660 As at September 30, 2025, there are no amounts included in trade and other payables for the purchases of property and equipment (December 31, 2024 – $0.5 million). 8. Right-of-use assets Land and Rolling Note buildings stock Equipment Total Cost Balance at December 31, 2024 700,985 331,892 5,469 1,038,346 Other additions 99,802 53,974 451 154,227 Additions through business combinations 5 156 - - 156 Derecognition* (39,299 ) (53,096 ) (2,391 ) (94,786 ) Effect of movements in exchange rates 13,878 8,026 46 21,950 Balance at September 30, 2025 775,522 340,796 3,575 1,119,893 Depreciation Balance at December 31, 2024 361, --- 161 137,667 2,770 501,598 Depreciation 68,787 60,694 366 129,847 Derecognition* (34,356 ) (46,166 ) (1,102 ) (81,624 ) Effect of movements in exchange rates 8,743 3,274 29 12,046 Balance at September 30, 2025 404,335 155,469 2,063 561,867 Net carrying amounts At December 31, 2024 339,824 194,225 2,699 536,748 At September 30, 2025 371,187 185,327 1,512 558,026 * Derecognized right-of-use assets include negotiated asset purchases and extinguishments resulting from accidents as well as fully amortized or end of term right-of-use assets. TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦15 9. Intangible assets Other intangible assets Non- Customer Trademarks compete Information Note Goodwill relationships and other agreements technology Total Cost Balance at December 31, 2024* 2,016,791 885,556 152,386 24,255 41,539 3,120,527 Additions through business combinations 5 13,707 5,623 667 708 27 20,732 Other additions - - - 2,173 6,279 8,452 Extinguishments - - (556 ) (372 ) (6,928 ) (7,856 ) Effect of movements in exchange rates 31,598 10,168 934 561 560 43,821 Balance at September 30, 2025 2,062,096 901,347 153,431 27,325 41,477 3,185,676 Amortization and impairment losses Balance at December 31, 2024 75,201 336,134 28,164 13,648 24,447 477,594 Amortization - 47,188 7,162 3,339 7,405 65,094 Extinguishments - - (556 ) (372 ) (6,928 ) (7,856 ) Effect of movements in exchange rates 1,422 5,080 348 259 516 7,625 Balance at September 30, 2025 76,623 388,402 35,118 16,874 25,440 542,457 Net carrying amounts At December 31, 2024* 1,941,590 549,422 124,222 10,607 17,092 2,642,933 At September 30, 2025 1,985,473 512,945 118,313 10,451 16,037 2,643,219 * Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)) 10. Investments As at As at September 30, 2025 December 31, 2024 Level 1 investments 7,221 4,669 Level 2 investments 4,250 4,276 Level 3 investments 13,603 13,152 25,074 22,097 The Group elected to designate all of its investments at fair value through OCI. During the nine months ended September 30, 2024, the Group sold Level 1 investments for proceeds of $19.1 million resulting in a realized loss, net of tax, of $7.2 million on equity securities transferred from OCI to retained earnings. 11. Long-term debt As at As at September 30, 2025 December 31, 2024 Non-current liabilities Unsecured senior notes 1,868,239 1,652,742 Unsecured revolving facilities 324,566 275,054 Conditional sales contracts 116,871 178,052 Other long-term debt 3,690 3,971 Unsecured term loan - 199,609 2,313,366 2,309,428 Current liabilities Current portion of conditional sales contracts 78,112 93,087 Current portion of other long-term debt 374 366 78,486 93,453 TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦16 The table below summarizes changes to the long-term debt: Nine months ended Nine months ended Note September 30, 2025 September 30, 2024 Balance at beginning of period 2,402,881 1,884,182 Proceeds from long-term debt 219,378 500,000 Business combinations - 314,670 Repayment of long-term debt (279,252 ) (186,937 ) Net increase in revolving facilities 41,157 50,664 Amortization of deferred fina --- ncing fees 1,493 1,447 Effect of movements in exchange rates 60,453 (37,299 ) Effect of movements in exchange rates - debt designated as net investment hedge (54,258 ) 32,365 Balance at end of period 2,391,852 2,559,092 On June 27, 2025, the Company received CAD $300 million in proceeds from the issuance of new debts taking the form of unsecured senior notes consisting of three tranches, with terms from 5 to 9 years and bearing fixed interest rates between 4.52% and 5.33%. Deferred financing fees of $0.8 million were recognized as a result of the transaction. The proceeds raised from the debt issuance were used to pay off the unsecured term loan which was due in March 2027 without any penalty. On May 30, 2025 the Group extended its revolving credit facility until May 30, 2028. Under the new extension, while the total availability remained unchanged, the CAD availability is reduced to CAD $1.135 billion and USD availability increased to $125.0 million. Deferred financing fees of $0.7 million were recognized on the extension. On March 22, 2024, the Group amended its revolving credit facility, including the addition of a $500.0 million term loan and an extension. Under the new amendment, the revolving credit facility was extended to March 22, 2027. The new agreement also provides the Company with a non-revolving term loan for $500.0 million maturing in 1 to 3 years, $100.0 million each in year one and year two and $300.0 million in year three. Based on certain ratios, the interest rate on the term loan is the sum of SOFR, plus an applicable margin, which can vary between 128 basis points and 190 basis points. The applicable margin on the credit facility was 1.65% at December 31, 2024. Deferred financing fees of $1.3 million were recognized on the increase. The amendment also included the adoption of the Canadian Interest Rate Benchmark Reform, resulting in the replacement of the banker’s acceptance rate in Canada with the Canadian Overnight Repo Rate Average (CORRA), a measure of the cost of overnight general collateral funding in Canadian Dollars using Government of Canada treasury bills and bonds as collateral for repurchase transactions. The change did not have a material impact on the Group’s financial statements. The Group’s revolving facilities have a total size of $939.6 million (December 31, 2024 - $904.9 million) and an additional 180.8 million of credit availability (CAD $245 million and USD $5 million) (December 31, 2024 - $175.0 million). The additional credit is available under certain conditions under the Group’s syndicated revolving credit agreement. The debt issuances described above are subject to certain covenants regarding the maintenance of financial ratios. These are the same covenants as previously required by the Company’s syndicated revolving credit agreement as described in note 25(f) of the 2024 annual consolidated financial statements. As at September 30, 2025, the Group was in compliance with these financial covenants. 12. Lease liabilities As at As at September 30, 2025 December 31, 2024 Current portion of lease liabilities 155,229 152,449 Long-term portion of lease liabilities 447,131 421,213 602,360 573,662 TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦17 The table below summarizes changes to the lease liabilities: Nine months ended Nine mon --- ths ended Note September 30, 2025 September 30, 2024 Balance at beginning of period 573,662 460,158 Business combinations 5 156 118,813 Additions 154,227 165,508 Derecognition* (13,503 ) (4,024 ) Repayment (123,012 ) (123,262 ) Effect of movements in exchange rates 10,830 (6,850 ) Balance at end of period 602,360 610,343 * Derecognized lease liabilities include negotiated asset purchases and extinguishments resulting from accidents. Extension options Some real estate leases contain extension options exercisable by the Group. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The Group assesses at the lease commencement date whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise the options if there are significant events or significant changes in circumstances within its control. The lease liabilities include future lease payments of $8.1 million (December 31, 2024 – $7.3 million) related to extension options that the Group is reasonably certain to exercise. The Group has estimated that the potential future lease payments, should it exercise the remaining extension options, would result in an increase in lease liabilities of $512.1 million (December 31, 2024 - $441.2 million). The Group does not have a significant exposure to termination options and penalties. Contractual cash flows The total contractual cash flow maturities of the Group’s lease liabilities are as follows: As at September 30, 2025 Less than 1 year 180,203 Between 1 and 5 years 356,466 More than 5 years 162,391 699,060 13. Employee benefits The Group has various benefit plans, mainly TForce Freight pension plans and TFI International pension plans, under which participants are entitled to benefits once participation requirements are satisfied. Additional information relating to the retirement benefit plans is provided in Note 15 - Employee benefits of the Group’s 2024 annual consolidated financial statements. Net periodic benefit cost and pension contributions are as follows for the TForce Freight pension plans: Three months Three months Nine months Nine months ended ended ended ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 Current service cost 12,175 12,045 36,505 43,114 Net interest cost 515 692 1,554 1,481 Net periodic cost 12,690 12,737 38,059 44,595 Pension contributions 41,220 5,000 68,800 15,000 The pension plan is funded in line with the statutory funding requirements of the Employee Retirement Income Security Act. In 2024, contributions were reduced to align with the statutory minimum funding requirements. TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦18 14. Provisions Self-insurance Other Total As at September 30, 2025 Current provisions 67,376 10,220 77,596 Non-current provisions 137,471 7,527 144,998 204,847 17,747 222,594 As at December 31, 2024* Current provisions 83,862 15,678 99,540 Non-current provisions 142,277 17,659 159,936 226,139 33,337 259,476 * Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)) Self-insurance provisions represent the uninsured portion of outstanding claims at period-end. The current portion reflects the amount expected to be paid in the following year --- . Other provisions include mainly litigation provisions of $7.5 million (December 31, 2024 - $17.7 million) and environmental remediation liabilities of $0.9 million (December 31, 2024 - $3.5 million). Litigation provisions contain various pending claims for which management used judgement and assumptions about future events. The outcomes will depend on future claim developments. 15. Share capital and other components of equity The following table summarizes the number of common shares issued: (in number of shares) Nine months Nine months ended ended Note Sept. 30, 2025 Sept. 30, 2024 Balance, beginning of period 84,408,437 84,441,733 Repurchase and cancellation of own shares (2,291,295 ) (250,000 ) Stock options exercised 17 170,665 443,118 Balance, end of period 82,287,807 84,634,851 The following table summarizes the share capital issued and fully paid: Nine months Nine months ended ended Sept. 30, 2025 Sept. 30, 2024 Balance, beginning of period 1,135,500 1,107,290 Repurchase and cancellation of own shares (25,384 ) (2,761 ) Cash consideration of stock options exercised 4,877 11,610 Ascribed value credited to share capital on stock options exercised, net of tax 860 2,477 Issuance of shares on settlement of RSUs and PSUs, net of tax 9,349 17,631 Balance, end of period 1,125,202 1,136,247 Pursuant to the normal course issuer bid (“NCIB”) which began on November 2, 2024 and ends on November 1, 2025, the Company is authorized to repurchase for cancellation up to a maximum of 7,918,102 of its common shares under certain conditions. As at September 30, 2025, and since the inception of this NCIB, the Company has repurchased and cancelled 2,606,500 shares. Subsequent to the third quarter of 2025, the Toronto Stock Exchange approved the renewal of the Company's NCIB. Under the renewed NCIB, the Company may purchase for cancellation a maximum of 7,667,696 common shares from November 4, 2025 to November 3, 2026. During the nine months ended September 30, 2025, the Company repurchased 2,291,295 common shares at a weighted average price of $90.98 per share for a total purchase price of $208.5 million relating to the current and prior NCIB. During the nine months ended September 30, 2024, the Company repurchased 250,000 common shares at a weighted average price of $136.72 per share for a total purchase price of $34.2 million relating to the NCIB. The excess of the purchase price paid over the carrying value of the shares repurchased in the amount of $187.3 million (2024– $31.4 million) was charged to retained earnings as share repurchase premium. TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦19 16. Earnings per share Basic earnings per share The basic earnings per share and the weighted average number of common shares outstanding have been calculated as follows: (in thousands of dollars and number of shares) Three months Three months Nine months Nine months ended ended ended ended Sept. 30, 2025 Sept. 30, 2024* Sept. 30, 2025 Sept. 30, 2024* Net income 84,689 125,871 238,901 334,369 Issued common shares, beginning of period 83,022,264 84,604,483 84,408,437 84,441,733 Effect of stock options exercised 1,959 4,070 103,847 223,757 Effect of repurchase of own shares (500,467 ) - (1,131,432 ) (137,445 ) Weighted average number of common shares 82,523,756 84,608,553 83,380,852 84,528, --- 045 Earnings per share – basic (in dollars) 1.03 1.49 2.87 3.96 * Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)) Diluted earnings per share The diluted earnings per share and the weighted average number of common shares outstanding after adjustment for the effects of all dilutive common shares have been calculated as follows: (in thousands of dollars and number of shares) Three months Three months Nine months Nine months ended ended ended ended Sept. 30, 2025 Sept. 30, 2024* Sept. 30, 2025 Sept. 30, 2024* Net income 84,689 125,871 238,901 334,369 Weighted average number of common shares 82,523,756 84,608,553 83,380,852 84,528,045 Dilutive effect: Stock options, restricted share units and performance share units 222,732 514,165 287,822 693,770 Weighted average number of diluted common shares 82,746,488 85,122,718 83,668,674 85,221,815 Earnings per share - diluted (in dollars) 1.02 1.48 2.86 3.93 * Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5c)) As at September 30, 2025, 122,183 stock options were excluded from the calculation of diluted earnings per share (September 30, 2024 – nil) as they were deemed to be anti-dilutive. The average market value of the Company’s shares for purposes of calculating the dilutive effect of stock options was based on quoted market prices for the period during which the options were outstanding. 17. Share-based payment arrangements Stock option plan (equity-settled) The Company offers a stock option plan for the benefit of certain of its employees. The maximum number of shares that can be issued upon the exercise of options granted under the current 2012 stock option plan is 5,979,201. Each stock option entitles its holder to receive one common share upon exercise. The exercise price payable for each option is determined by the Board of Directors at the date of grant, and may not be less than the volume weighted average trading price of the Company’s shares for the last five trading days immediately preceding the grant date. The options vest in equal installments over three years and the expense is recognized following the accelerated method as each installment is fair valued separately and recorded over the respective vesting periods. The table below summarizes the changes in the outstanding stock options: TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦20 (in thousands of options Three months Three months Nine months Nine months and in dollars) ended ended ended ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 Weighted Weighted Weighted Weighted Number average Number average Number average Number average of exercise of exercise of exercise of exercise options price options price options price options price Balance, beginning of period 114 32.90 377 31.05 278 31.44 790 29.17 Exercised (7 ) 33.19 (30 ) 30.01 (171 ) 30.54 (443 ) 27.61 Balance, end of period 107 32.88 347 31.14 107 32.88 347 31.14 Options exercisable, end of period 107 32.88 347 31.14 The following table summarizes information about stock options outstanding and exercisable at September 30, 2025: (in thousands of options and in dollars) Options outstanding and exercisable Weighted average Number remaining of contractual life Exercise prices options --- (in years) 30.71 83 0.4 40.41 24 1.8 107 0.7 Of the options outstanding at September 30, 2025, a total of 95,971 (December 31, 2024 – 252,736) are held by key management personnel. The weighted average share price at the date of exercise for stock options exercised in the nine months ended September 30, 2025 was $89.98 (September 30, 2024 – $140.91). No stock options were granted during 2025 and 2024 under the Company’s stock option plan. Restricted share unit and performance share unit plans (equity-settled) The Company offers an equity incentive plan for the benefit of senior employees of the Group. Each participant’s annual LTIP allocation is split in awards of performance share units (“PSUs”) and of restricted share units (‘’RSUs’’). The PSUs are subject to both performance and time cliff vesting conditions on the third anniversary of the award whereas the RSUs are only subject to a time cliff vesting condition on the third anniversary of the award. The performance conditions attached to the PSUs are equally weighted between absolute earnings before interest and income tax and relative total shareholder return (“TSR”). For purposes of the relative TSR portion, there are two equally weighted comparisons: the first portion is compared against the TSR of a group of transportation industry peers and the second portion is compared against the S&P/TSX60 index. Restricted share units On February 18, 2025, the Company granted a total of 61,829 RSUs under the Company’s equity incentive plan of which 38,566 were granted to key management personnel. The fair value of the RSUs is determined to be the share price fair value at the date of the grant and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The fair value of the RSUs granted was $129.66 per unit. On April 30, 2025, the Company granted a total of 31,328 RSUs under the Company’s equity incentive plan of which 27,917 were granted to key management personnel. The fair value of the RSUs is determined to be the share price fair value at the date of the grant and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The RSUs vest on April 30, 2026. The fair value of the RSUs granted was $81.03 per unit. On February 8, 2024, the Company granted a total of 45,850 RSUs under the Company’s equity incentive plan of which 30,842 were granted to key management personnel. The fair value of the RSUs is determined to be the share price fair value at the date of the grant TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦21 and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The fair value of the RSUs granted was $135.00 per unit. The table below summarizes changes to the outstanding RSUs: (in thousands of RSUs Three months Three months Nine months Nine months and in dollars) ended ended ended ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 Weighted Weighted Weighted Weighted Number average Number average Number average Number average of grant date of grant date of grant date of grant date RSUs fair value RSUs fair value RSUs fair value RSUs fair value Balance, beginning of period 192 119.11 162 115.84 158 115.34 192 93.62 Granted - - - - 93 113.45 51 137 --- .21 Reinvested 1 119.00 - - 2 122.71 1 93.54 Settled - - (2 ) 129.24 (58 ) 99.84 (81 ) 76.81 Forfeited (1 ) 129.58 (1 ) 123.63 (3 ) 123.99 (4 ) 115.43 Balance, end of period 192 119.05 159 115.62 192 119.05 159 115.62 The following table summarizes information about RSUs outstanding as at September 30, 2025: (in thousands of RSUs and in dollars) RSUs outstanding Remaining Number of contractual life Grant date fair value RSUs (in years) 115.51 54 0.4 81.03 31 0.6 135.00 45 1.4 129.66 62 2.4 192 1.3 The weighted average share price at the date of settlement of the other RSUs vested in nine months ended September 30, 2025 was $131.74 (September 30, 2024 – $134.64). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded RSUs, in the amount of $5.8 million (September 30, 2024 – $10.4 million), was charged to retained earnings as share repurchase premium. In the three and nine months ended September 30, 2025, the Group recognized, as a result of RSUs, a compensation expense of $2.3 million and $6.2 million respectively (September 30, 2024 - $1.6 million and $4.8 million) with a corresponding increase to contributed surplus. Of the RSUs outstanding at September 30, 2025, a total of 132,910 (December 31, 2024 – 103,872) are held by key management personnel. Performance share units On February 18, 2025, the Company granted a total of 58,143 PSUs under the Company’s equity incentive plan of which 34,880 were granted to key management personnel. The fair value of the PSUs is determined at the grant date using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates of the number of equity instruments related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $135.51 per unit as at grant date. On February 8, 2024, the Company granted a total of 45,850 PSUs under the Company’s equity incentive plan of which 30,842 were granted to key management personnel. The fair value of the PSUs is determined at the grant date using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates of the number of equity instruments related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦22 non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $156.17 per unit as at grant date. The table below summarizes changes to the outstanding PSUs: (in thousands of PSUs Three months Three months Nine --- months Nine months and in dollars) ended ended ended ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 Weighted Weighted Weighted Weighted Number average Number average Number average Number average of grant date of grant date of grant date of grant date PSUs fair value PSUs fair value PSUs fair value PSUs fair value Balance, beginning of period 157 140.52 157 127.88 155 127.72 184 106.17 Granted - - - - 58 135.51 46 156.17 Reinvested 1 141.27 - - 3 137.03 1 106.72 Settled - - (1 ) 114.28 (71 ) 100.52 (135 ) 89.87 Added due to performance conditions - - 1 102.30 14 100.43 64 89.87 Forfeited (2 ) 135.97 (1 ) 139.53 (3 ) 135.35 (4 ) 129.71 Balance, end of period 156 140.58 156 127.73 156 140.58 156 127.73 The following table summarizes information about PSUs outstanding as at September 30, 2025: (in thousands of PSUs and in dollars) PSUs outstanding Remaining Number of contractual life Grant date fair value PSUs (in years) 135.15 54 0.4 156.17 45 1.4 135.51 57 2.4 156 1.4 The weighted average share price at the date of settlement of the other PSUs vested in nine months ended September 30, 2025 was $131.74 (September 30, 2024 – $133.74). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded PSUs, in the amount of $8.6 million, was charged to retained earnings as share repurchase premium (September 30, 2024 – $19.8 million). In the three and nine months ended September 30, 2025, the Group recognized, as a result of PSUs, a compensation expense of $1.7 million and $5.1 million respectively (September 30, 2024 - $1.6 and $4.4 million) with a corresponding increase to contributed surplus. Of the PSUs outstanding at September 30, 2025, a total of 101,131 (December 31, 2024 – 103,872) are held by key management personnel. 18. Materials and services expenses The Group’s materials and services expenses are primarily costs related to independent contractors and vehicle operation expenses. Vehicle operation expenses consists primarily of fuel costs, repairs and maintenance, insurance, permits and operating supplies. Three months Three months Nine months Nine months ended ended ended ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 Independent contractors 661,512 754,672 2,032,940 2,187,880 Vehicle operation expenses 299,700 336,198 914,619 950,951 961,212 1,090,870 2,947,559 3,138,831 TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦23 19. Finance income and finance costs Recognized in income or loss: Costs (income) Three months Three months Nine months Nine months ended ended ended ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 Interest expense on long-term debt and amortization of deferred financing fees 30,040 35,848 90,581 94,807 Interest expense on lease liabilities 6,759 6,385 19,869 17,925 Interest income (518 ) (727 ) (1,051 ) (6,951 ) Net change in fair value and accretion expense of contingent considerations 20 (6,104 ) 41 (6,052 ) Net foreign exchange loss 1,361 296 922 3,070 Other financial expenses 3,923 4,310 11,156 11,951 Net finance costs 41,585 40,008 121,518 114,750 Presented as: Finance income (518 ) (6,831 ) (1,051 ) (13,003 ) Finance costs 42,103 46,839 122,569 127,753 20. Income tax expense Income tax recognized in income or loss: Three months Three months N --- ine months Nine months ended ended ended ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 Current tax expense Current period 3,378 47,472 67,158 137,430 Adjustment for prior periods 1,491 (667 ) 2,085 (1,736 ) 4,869 46,805 69,243 135,694 Deferred tax expense (recovery) Origination and reversal of temporary differences 23,925 (7,418 ) 10,209 (24,810 ) Variation in tax rate (158 ) (3,476 ) (899 ) (1,563 ) Adjustment for prior periods (1,596 ) (614 ) (850 ) 289 22,171 (11,508 ) 8,460 (26,084 ) Income tax expense 27,040 35,297 77,703 109,610 Reconciliation of effective tax rate : Three months Three months Nine months Nine months ended ended ended ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 Income before income tax 111,729 161,168 316,604 443,979 Income tax using the Company’s statutory tax rate 26.5 % 29,608 26.5 % 42,710 26.5 % 83,900 26.5 % 117,654 Increase (decrease) resulting from: Rate differential between jurisdictions 0.1 % 75 -0.2 % (343 ) 0.2 % 788 -0.1 % (472 ) Variation in tax rate -0.1 % (158 ) -2.2 % (3,476 ) -0.3 % (899 ) -0.4 % (1,563 ) Non deductible expenses 1.0 % 1,166 1.1 % 1,709 1.2 % 3,718 1.2 % 5,331 Tax deductions and tax exempt income -3.4 % (3,816 ) -2.8 % (4,441 ) -3.8 % (12,072 ) -2.5 % (11,018 ) Adjustment for prior periods -0.1 % (105 ) -0.8 % (1,281 ) 0.4 % 1,235 -0.3 % (1,447 ) Multi-jurisdiction tax 0.2 % 270 0.3 % 419 0.3 % 1,033 0.3 % 1,125 24.2 % 27,040 21.9 % 35,297 24.5 % 77,703 24.7 % 109,610 TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 - (UNAUDITED) ¦24 21. Contingencies, letters of credit and other commitments a) Contingencies There are pending operational and personnel related claims against the Group. In the opinion of management, these claims are adequately provided for in long-term provisions on the consolidated statements of financial position and settlement should not have a significant impact on the Group’s financial position or results of operations. b) Letters of credit As at September 30, 2025, the Group had $133.3 million of outstanding letters of credit (December 31, 2024 - $129.8 million). c) Other commitments As at September 30, 2025, the Group had $63.4 million of purchase commitments (December 31, 2024 – $35.6 million) and $11.9 million of purchase orders for leases that the Group intends to enter into and that are expected to materialize within a year (December 31, 2024 – $26.7 million). 22. Subsequent events Between October 1, 2025 and October 30, 2025, the Company repurchased 190,000 common shares at a price ranging from $87.24 to $97.00 for a total purchase price of $17.4 million.