SEDAR Interim Financial Statements

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the first quarter ended March 31, 2026 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 March 31, 2026 December 31, 2025 Assets Cash and cash equivalents 185,814 210,186 Trade and other receivables 986,889 881,432 Inventoried supplies 20,118 19,529 Current taxes recoverable 21,689 26,074 Prepaid expenses 65,262 60,035 Assets held for sale 10,430 11,906 Current assets 1,290,202 1,209,162 Property and equipment 7 2,710,535 2,779,326 Right-of-use assets 8 565,162 590,216 Intangible assets 9 2,858,291 2,864,436 Investments 10 19,802 24,954 Other assets 31,626 30,729 Deferred tax assets 9,259 10,412 Non-current assets 6,194,675 6,300,073 Total assets 7,484,877 7,509,235 Liabilities Bank indebtedness 16,174 8,256 Trade and other payables 717,165 667,246 Current taxes payable 2,093 7,609 Provisions 14 90,681 86,864 Other financial liabilities 10,316 12,713 Long-term debt 11 201,536 222,498 Lease liabilities 12 163,857 165,291 Current liabilities 1,201,822 1,170,477 Long-term debt 11 2,347,913 2,355,477 Lease liabilities 12 451,238 472,473 Employee benefits 13 45,080 46,405 Provisions 14 148,052 142,159 Other financial liabilities 100,311 97,866 Deferred tax liabilities 530,307 546,751 Non-current liabilities 3,622,901 3,661,131 Total liabilities 4,824,723 4,831,608 Equity Share capital 15 1,131,802 1,125,109 Contributed surplus 15, 17 24,270 32,331 Accumulated other comprehensive loss (273,880 ) (257,796 ) Retained earnings 1,777,962 1,777,983 Total equity 2,660,154 2,677,627 Contingencies, letters of credit and other commitments 21 Total liabilities and equity 7,484,877 7,509,235 The notes on pages 6 to 20 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 ended ended Note March 31, 2026 March 31, 2025 Revenue 1,702,626 1,714,493 Fuel surcharge 246,477 249,894 Total revenue 1,949,103 1,964,387 Materials and services expenses 18 985,402 989,000 Personnel expenses 612,733 607,445 Other operating expenses 113,844 112,310 Depreciation of property and equipment 7 83,175 87,891 Depreciation of right-of-use assets 8 45,037 41,927 Amortization of intangible assets 9 22,676 21,475 Gain on sale of rolling stock and equipment (4,050 ) (3,257 ) Gain on derecognition of right-of-use assets (266 ) (73 ) Gain, net of impairment, on sale of assets held for sale (6,041 ) (6,974 ) Total operating expenses 1,852,510 1,849,744 Operating income 96,593 114,643 Finance (income) costs Finance income 19 (502 ) (228 ) --- Finance costs 19 44,666 40,537 Net finance costs 44,164 40,309 Income before income tax 52,429 74,334 Income tax expense 20 9,121 18,302 Net income 43,308 56,032 Earnings per share Basic earnings per share 16 0.53 0.67 Diluted earnings per share 16 0.53 0.66 The notes on pages 6 to 20 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 ended ended March 31, 2026 March 31, 2025 Net income 43,308 56,032 Other comprehensive (loss) income Items that may be reclassified to income or loss in future periods: Foreign currency translation differences 9,945 (838 ) Net investment hedge, net of tax (26,122 ) 11,021 Items directly reclassified to retained earnings: Unrealized gain (loss) on investments in equity securities measured at fair value through OCI, net of tax 500 (2,610 ) Other comprehensive (loss) income, net of tax (15,677 ) 7,573 Total comprehensive income 27,631 63,605 The notes on pages 6 to 20 are an integral part of these condensed consolidated interim financial statements. │4 TFI International Inc. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY PERIODS ENDED MARCH 31, 2026 AND 2025 (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, 2025 1,125,109 32,331 (254,155 ) (3,641 ) 1,777,983 2,677,627 Net income - - - - 43,308 43,308 Other comprehensive (loss) income, net of tax - - (16,177 ) 500 - (15,677 ) Realized (loss) gain on equity securities, net of tax - - - (407 ) 407 - Total comprehensive (loss) income - - (16,177 ) 93 43,715 27,631 Share-based payment transactions, net of tax 17 - 4,468 - - - 4,468 Stock options exercised, net of tax 15, 17 1,278 (245 ) - - - 1,033 Dividends to owners of the Company 15 - - - - (38,627 ) (38,627 ) Net settlement of restricted share units and performance share units, net of tax 15, 17 5,415 (12,284 ) - - (5,109 ) (11,978 ) Total transactions with owners, recorded directly in equity 6,693 (8,061 ) - - (43,736 ) (45,104 ) Balance as at March 31, 2026 1,131,802 24,270 (270,332 ) (3,548 ) 1,777,962 2,660,154 Balance as at December 31, 2024 1,135,500 30,971 (330,710 ) (1,193 ) 1,838,707 2,673,275 Net income - - - - 56,032 56,032 Other comprehensive loss, net of tax - - 10,183 (2,610 ) - 7,573 Total comprehensive income (loss) - - 10,183 (2,610 ) 56,032 63,605 Share-based payment transactions, net of tax 17 - 2,789 - - - 2,789 Stock options exercised, net of tax 15, 17 2,888 (458 ) - - - 2,430 Dividends to owners of the Company 15 - - - - (37,505 ) (37,505 ) Repurchase of own shares 15 (5,593 ) - - - (50,579 ) (56,172 ) Net settlement of restricted share units and performance share units, net of tax 15, 17 9,330 (12,030 ) - - (14,462 ) (17,162 ) Total transactions with owners, recorded directly in equity 6,625 (9,699 ) - - (102,546 ) (105,620 ) Balance as at March 31, 2025 1,142,125 21,272 (320,527 ) (3,803 ) 1,792,193 2,631,260 The notes on pages 6 to 20 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 ended ended Note March 31, 2026 March 31, 2025 Cash flows from operating activities Net income 43,308 56,032 Adjustments for: Depreciation of property and equipment 7 83,175 87,891 Depreciation of right-of-use assets 8 45,037 41,927 Amortization of intangible assets 9 22,676 21,475 Share-based payment transactions 17 4,285 3,145 Net finance costs 19 44,164 40,309 Income tax expense 20 9,121 18,302 Gain on sale of property and equipment (4,050 ) (3,257 ) Gain on derecognition of right-of-use assets (266 ) (73 ) Gain, net of impairment, on sale of assets held for sale (6,041 ) (6,974 ) Employee benefits 4,101 (3,394 ) Provisions, net of payments 4,579 27 Net change in non-cash operating working capital 6 (59,442 ) 2,066 Interest paid (41,567 ) (39,101 ) Income tax paid (27,564 ) (24,817 ) Net cash from operating activities 121,516 193,558 Cash flows used in investing activities Purchases of property and equipment 7 (26,112 ) (34,511 ) Proceeds from sale of property and equipment 16,021 15,787 Proceeds from sale of assets held for sale 12,256 16,894 Purchases of intangible assets 9 (1,152 ) (6,199 ) Business combinations, net of cash acquired 5 (53,003 ) 2,247 Purchases of investments - (4,755 ) Proceeds from sale of investments 5,450 - Others (972 ) 861 Net cash used in investing activities (47,512 ) (9,676 ) Cash flows used in financing activities Net increase (decrease) in bank indebtedness 7,918 (6,777 ) Repayment of long-term debt 11 (36,729 ) (48,592 ) Net increase in revolving facilities 11 20,695 43,230 Repayment of lease liabilities 12 (41,830 ) (40,870 ) Decrease of other financial liabilities (2,552 ) (5,646 ) Dividends paid (37,980 ) (38,190 ) Repurchase of own shares 15 - (56,172 ) Proceeds from exercise of stock options 15 1,033 2,430 Share repurchase for settlement of restricted share units and performance share units (11,978 ) (16,774 ) Net cash used in financing activities (101,423 ) (167,361 ) Net change in cash and cash equivalents (27,419 ) 16,521 Cash and cash equivalents, beginning of period 210,186 - Effect of movements in exchange rates on cash and cash equivalents 3,047 (88 ) Cash and cash equivalents, end of period 185,814 16,433 The notes on pages 6 to 20 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 MARCH 31, 2026 AND 2025 - (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 months ended March 31, 2026 and 2025 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 the IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”). These condensed c --- onsolidated 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 April 27, 2026. 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 and contingent consideration 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, contingent consideration, income tax provisions, defined benefit obligation and 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 MARCH 31, 2026 AND 2025 - (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 2025 annual consolidated financial statements. 3. Material accounting policies The accounting policies described in the Group’s 2025 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 adopted during the period The following new standards, and amendments to standards and interpretations, are effective for the first time for interim periods beginning on or after January 1, 2026 and have been applied in preparing these condensed consolidated interim financial statements. 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. 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 adoption of the amendments did not have a material impact on the Group’s condensed consolidated interim financial statements. 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 Accounting 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. TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED MARCH 31, 2026 AND 2025 - (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 economic 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 MARCH 31, 2026 AND 2025 - (UNAUDITED) │9 Less- Than- Truckload Truckload Logistics Corporate Eliminations Total Three months ended March 31, 2026 Revenue(1) 656,304 672,754 388,328 - (14,760 ) 1,702,626 Fuel surcharge(1) 139,066 91,328 19,008 - (2,925 ) 246,477 Total revenue(1) 795,370 764,082 407,336 - (17,685 ) 1,949,103 Operating income (loss) 30,573 --- 55,763 34,390 (24,133 ) - 96,593 Selected items: Materials and services expenses 344,419 405,493 254,073 (898 ) (17,685 ) 985,402 Personnel expenses 320,127 200,259 72,374 19,973 - 612,733 Other operating expenses 51,688 31,259 26,192 4,705 - 113,844 Depreciation and amortization 48,334 81,824 20,377 353 - 150,888 (Loss) gain, net of impairment on sale of assets held for sale (298 ) 6,339 - - - 6,041 Intangible assets 399,425 1,534,280 922,961 1,625 - 2,858,291 Total assets 2,487,408 3,379,568 1,362,199 255,702 - 7,484,877 Total liabilities 756,640 816,070 398,113 2,854,022 (122 ) 4,824,723 Additions to property and equipment 15,438 8,833 1,163 678 - 26,112 Three months ended March 31, 2025 Revenue(1) 678,950 662,855 384,948 - (12,260 ) 1,714,493 Fuel surcharge(1) 136,794 94,913 20,737 - (2,550 ) 249,894 Total revenue(1) 815,744 757,768 405,685 - (14,810 ) 1,964,387 Operating income (loss) 47,123 48,778 31,233 (12,491 ) - 114,643 Selected items: Materials and services expenses 338,759 404,848 272,314 (12,111 ) (14,810 ) 989,000 Personnel expenses 323,540 202,203 61,355 20,347 - 607,445 Other operating expenses 55,555 28,056 24,968 3,731 - 112,310 Depreciation and amortization 50,596 84,371 15,802 524 - 151,293 (Loss) gain, net of impairment on sale of assets held for sale (47 ) 7,021 - - - 6,974 Intangible assets 401,152 1,502,828 727,812 2,422 - 2,634,214 Total assets 2,588,436 3,365,271 1,084,020 79,228 - 7,116,955 Total liabilities 781,602 821,229 334,249 2,548,733 (118 ) 4,485,695 Additions to property and equipment 11,121 22,840 68 - - 34,029 (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. TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED) │10 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 March 31, 2026 Canada 257,044 267,773 63,116 (7,642 ) 580,291 United States 538,326 496,309 344,220 (10,043 ) 1,368,812 Total 795,370 764,082 407,336 (17,685 ) 1,949,103 Three months ended March 31, 2025 Canada 264,780 283,218 60,240 (7,995 ) 600,243 United States 550,964 474,550 345,445 (6,815 ) 1,364,144 Total 815,744 757,768 405,685 (14,810 ) 1,964,387 Segment assets are based on the geographical location of the assets. As at As at March 31, 2026 December 31, 2025 Property and equipment, right-of-use assets and intangible assets Canada 2,251,813 2,333,857 United States 3,882,175 3,900,121 6,133,988 6,233,978 5. Business combinations a) Business combinations In line with the Group’s growth strategy, the Group acquired one business during 2026, which was not considered to be material. This transaction was concluded in order to add density in the Group’s current network and further expand value-added services. 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 2026 acquisition. Information to confirm the fair value of certain assets and liabilities still needs to be obtained for this acquisition. As the Group obtains more information, the allocation will be completed. The table below presents the determinatio --- n of the fair value of assets acquired and liabilities assumed at the date of acquisition based on the best information available to the Group to date: Identifiable assets acquired and liabilities assumed Note Cash and cash equivalents 1,921 Trade and other receivables 7,148 Inventoried supplies and prepaid expenses 799 Property and equipment 7 18,218 Right-of-use assets 8 16,983 Intangible assets 9 11,110 Trade and other payables (2,345 ) Income tax receivable 886 Lease liabilities 12 (16,983 ) Deferred tax liabilities (4,562 ) Total identifiable net assets 33,175 Total consideration transferred 54,924 Goodwill 9 21,749 The total trade receivables comprise gross amounts due of $7.5 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. TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED) │11 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 March 31, 2026 Specialized Truckload Truckload 21,702 Logistics Logistics 47 21,749 c) Contingent consideration The contingent consideration balance at March 31, 2026 is $101.3 million (December 31, 2025 - $99.6 million) and is presented in other financial liabilities on the consolidated statements of financial position. d) Adjustment to the provisional amounts of prior year’s business combinations The 2025 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 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 acquisitions in fiscal 2025 have been adjusted and finalized in 2026. 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 ended ended March 31, 2026 March 31, 2025 Trade and other receivables (104,815 ) (29,644 ) Inventoried supplies (622 ) 817 Prepaid expenses (4,962 ) (7,563 ) Trade and other payables 50,957 38,456 (59,442 ) 2,066 7. Property and equipment Land and Rolling Note buildings stock Equipment Total Cost Balance at December 31, 2025 1,511,761 2,363,556 236,219 4,111,536 Additions through business combinations 5 642 17,663 (87 ) 18,218 Other additions 4,859 13,816 7,437 26,112 Disposals (506 ) (25,306 ) (2,651 ) (28,463 ) Reclassification (to) from assets held for sale (5,538 ) 1,008 - (4,530 ) Effect of movements in exchange rates (7,741 ) (12,890 ) (2,842 ) (23,473 ) Balance at March 31, 2026 1,503,477 2 --- ,357,847 238,076 4,099,400 Accumulated Depreciation Balance at December 31, 2025 137,373 1,057,112 137,725 1,332,210 Depreciation 6,705 70,975 5,495 83,175 Disposals (437 ) (13,529 ) (2,526 ) (16,492 ) Reclassification (to) from assets held for sale (315 ) 647 - 332 Effect of movements in exchange rates (1,205 ) (7,307 ) (1,848 ) (10,360 ) Balance at March 31, 2026 142,121 1,107,898 138,846 1,388,865 Net carrying amounts At December 31, 2025 1,374,388 1,306,444 98,494 2,779,326 At March 31, 2026 1,361,356 1,249,949 99,230 2,710,535 TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED) │12 As at March 31, 2026, there are no amounts included in trade and other payables for the purchases of property and equipment (December 31, 2025 – nil). 8. Right-of-use assets Land and Rolling Note buildings stock Equipment Total Cost Balance at December 31, 2025 841,220 337,632 3,501 1,182,353 Additions through business combinations 5 12,753 4,230 - 16,983 Other additions 8,685 3,647 32 12,364 Derecognition* (5,293 ) (12,824 ) (696 ) (18,813 ) Effect of movements in exchange rates (8,749 ) (3,817 ) (18 ) (12,584 ) Balance at March 31, 2026 848,616 328,868 2,819 1,180,303 Depreciation Balance at December 31, 2025 430,951 159,071 2,115 592,137 Depreciation 26,135 18,824 78 45,037 Derecognition* (3,829 ) (10,857 ) (692 ) (15,378 ) Effect of movements in exchange rates (4,850 ) (1,792 ) (13 ) (6,655 ) Balance at March 31, 2026 448,407 165,246 1,488 615,141 Net carrying amounts At December 31, 2025 410,269 178,561 1,386 590,216 At March 31, 2026 400,209 163,622 1,331 565,162 * 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. 9. Intangible assets Other intangible assets Non- Customer Trademarks compete Information Note Goodwill relationships and other agreements technology Total Cost Balance at December 31, 2025 2,168,438 1,006,470 160,509 32,934 42,114 3,410,465 Additions through business combinations 5 21,749 9,200 875 1,035 - 32,859 Other additions - - - - 1,152 1,152 Extinguishments - - - - (5,740 ) (5,740 ) Effect of movements in exchange rates (15,449 ) (4,909 ) (462 ) (277 ) (437 ) (21,534 ) Balance at March 31, 2026 2,174,738 1,010,761 160,922 33,692 37,089 3,417,202 Amortization and impairment losses Balance at December 31, 2025 77,445 387,242 36,353 17,919 27,070 546,029 Amortization - 17,700 2,473 1,298 1,205 22,676 Extinguishments - - - - (5,740 ) (5,740 ) Effect of movements in exchange rates (696 ) (2,577 ) (195 ) (172 ) (414 ) (4,054 ) Balance at March 31, 2026 76,749 402,365 38,631 19,045 22,121 558,911 Net carrying amounts At December 31, 2025 2,090,993 619,228 124,156 15,015 15,044 2,864,436 At March 31, 2026 2,097,989 608,396 122,291 14,647 14,968 2,858,291 TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED) │13 10. Investments As at As at March 31, 2026 December 31, 2025 Level 1 investments 2,419 7,350 Level 2 investments 3,740 3,740 Level 3 investments 13,643 13,864 19,802 24,954 The Group elected to designate all of its investments at fair value through OCI. During the three months ended March 31, 202 --- 6, the Group sold Level 1 investments for proceeds of $5.5 million resulting in a realized loss, net of tax, of $0.4 million on equity securities transferred from OCI to retained earnings. 11. Long-term debt As at As at March 31, 2026 December 31, 2025 Non-current liabilities Unsecured senior notes 1,719,118 1,722,452 Unsecured revolving facilities 558,655 546,713 Conditional sales contracts 70,140 82,717 Other long-term debt - 3,595 2,347,913 2,355,477 Current liabilities Current portion of unsecured senior notes 150,000 150,000 Current portion of conditional sales contracts 47,659 72,121 Current portion of other long-term debt 3,877 377 201,536 222,498 The table below summarizes changes to the long-term debt: Three months ended Three months ended Note March 31, 2026 March 31, 2025 Balance at beginning of period 2,577,975 2,402,881 Repayment of long-term debt (36,729 ) (48,592 ) Net increase in revolving facilities 20,695 43,230 Amortization of deferred financing fees 252 402 Effect of movements in exchange rates (38,866 ) 13,334 Effect of movements in exchange rates - debt designated as net investment hedge 26,122 (11,362 ) Balance at end of period 2,549,449 2,399,893 The Group’s revolving facilities have a total size of $942.0 million (December 31, 2025 - $955.2 million) and an additional $181.3 million of credit availability (CAD $245 million and USD $5 million) (December 31, 2025 - $184.2 million). The additional credit is available under certain conditions under the Group’s syndicated revolving credit agreement. The debts 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 2025 annual consolidated financial statements. As at March 31, 2026, the Group was in compliance with these financial covenants. 12. Lease liabilities As at As at March 31, 2026 December 31, 2025 Current portion of lease liabilities 163,857 165,291 Long-term portion of lease liabilities 451,238 472,473 615,095 637,764 TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED) │14 The table below summarizes changes to the lease liabilities: Three months ended Three months ended Note March 31, 2026 March 31, 2025 Balance at beginning of period 637,764 573,662 Business combinations 5 16,983 - Additions 12,364 25,925 Derecognition* (3,701 ) (6,108 ) Repayment (41,830 ) (40,870 ) Effect of movements in exchange rates (6,485 ) 2,394 Balance at end of period 615,095 555,003 * 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 $11.1 million (December 31, 2025 – $8.3 million) related to extension options that the Group is reasonably certain to exercise. T --- he 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 $561.2 million (December 31, 2025 - $577.2 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 March 31, 2026 Less than 1 year 189,696 Between 1 and 5 years 364,114 More than 5 years 159,890 713,700 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 2025 annual consolidated financial statements. Net periodic benefit cost and pension contributions are as follows for the TForce Freight pension plans: Three months Three months ended ended March 31, 2026 March 31, 2025 Current service cost 12,082 12,765 Net interest cost 81 244 Net periodic cost 12,163 13,009 Pension contributions 12,290 13,790 The pension plan is funded in line with the statutory funding requirements of the Employee Retirement Income Security Act. TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED) │15 14. Provisions Self-insurance Other Total As at March 31, 2026 Current provisions 79,790 10,891 90,681 Non-current provisions 141,498 6,554 148,052 221,288 17,445 238,733 As at December 31, 2025 Current provisions 76,277 10,587 86,864 Non-current provisions 135,596 6,563 142,159 211,873 17,150 229,023 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, amongst others, litigation provisions of $6.6 million (December 31, 2025 - $6.7 million). Litigation provisions contain various pending claims for which management used judgment 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) Three months Three months ended ended Note March 31, 2026 March 31, 2025 Balance, beginning of period 82,151,032 84,408,437 Repurchase and cancellation of own shares - (524,795 ) Stock options exercised 17 34,999 88,115 Balance, end of period 82,186,031 83,971,757 The following table summarizes the share capital issued and fully paid: Three months Three months ended ended March 31, 2026 March 31, 2025 Balance, beginning of period 1,125,109 1,135,500 Repurchase and cancellation of own shares - (5,593 ) Cash consideration of stock options exercised 1,033 2,430 Ascribed value credited to share capital on stock options exercised, net of tax 245 458 Issuance of shares on settlement of RSUs and PSUs, net of tax 5,415 9,330 Balance, end of period 1,131,802 1,142,125 Pursuant to the normal course issuer bid (“NCIB”) which began on November 4, 2025 and ends on November 3, 2026, the Company is authorized to repurchase for cancellation up to a maximum of 7,667,696 of its common shares under certain conditions. --- As at March 31, 2026, and since the inception of this NCIB, the Company has repurchased and cancelled no shares. During the three months ended March 31, 2026, the Company repurchased no common shares relating to the current NCIB. During the three months ended March 31, 2025, the Company repurchased 524,795 common shares at a weighted average price of $107.04 per share for a total purchase price of $56.2 million relating to the NCIB. The excess of the purchase price paid over the carrying value of the shares repurchased in the amount of nil (2025– $50.6 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 MARCH 31, 2026 AND 2025 - (UNAUDITED) │16 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 ended ended March 31, 2026 March 31, 2025 Net income 43,308 56,032 Issued common shares, beginning of period 82,151,032 84,408,437 Effect of stock options exercised 12,982 28,235 Effect of repurchase of own shares - (256,957 ) Weighted average number of common shares 82,164,014 84,179,715 Earnings per share – basic (in dollars) 0.53 0.67 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 ended ended March 31, 2026 March 31, 2025 Net income 43,308 56,032 Weighted average number of common shares 82,164,014 84,179,715 Dilutive effect: Stock options, restricted share units and performance share units 216,695 344,303 Weighted average number of diluted common shares 82,380,709 84,524,018 Earnings per share - diluted (in dollars) 0.53 0.66 As at March 31, 2026, no stock options were excluded from the calculation of diluted earnings per share (March 31, 2025 – 122,238) 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: (in thousands of options Three months Three months and in dollars) ended ended March 31, 2026 March 31, 2025 Weighted Weig --- hted Number average Number average of exercise of exercise options price options price Balance, beginning of period 54 34.12 278 31.44 Exercised (35 ) 30.71 (88 ) 30.19 Balance, end of period 19 40.41 190 32.03 Options exercisable, end of period 19 40.41 190 32.03 TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED) │17 The following table summarizes information about stock options outstanding and exercisable at March 31, 2026: (in thousands of options and in dollars) Options outstanding and exercisable Weighted average Number remaining of contractual life Exercise prices options (in years) 40.41 19 1.3 19 1.3 Of the options outstanding at March 31, 2026, a total of 19,000 (December 31, 2025 – 48,570) are held by key management personnel. The weighted average share price at the date of exercise for stock options exercised in the three months ended March 31, 2026 was $85.59 (March 31, 2025 – $90.85). No stock options were granted during 2026 and 2025 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 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. On February 17, 2026, the Company granted a total of 73,276 RSUs under the Company’s equity incentive plan of which 46,179 were granted to key management personnel. The fair value of the RSUs granted was $120.84 per unit. 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 granted was $129.66 per unit. The table below summarizes changes to the outstanding RSUs: (in thousands of RSUs Three months Three months and in dollars) ended ended March 31, 2026 March 31, 2025 Weighted Weighted Number average Number average of grant date of grant date RSUs fair value RSUs fair value Balance, beginning of period 193 119.05 158 115.34 Granted 73 120.84 62 129.66 Reinvested 1 127.75 - - Settled (55 ) 115.79 (58 ) 99.84 Forfeited - - (1 ) 121.19 Balance, end of period 212 120.55 161 126.40 TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED) │18 The following table summar --- izes information about RSUs outstanding as at March 31, 2026: (in thousands of RSUs and in dollars) RSUs outstanding Remaining Number of contractual life Grant date fair value RSUs (in years) 81.03 32 0.1 135.00 45 0.9 129.66 62 1.9 120.84 73 2.9 212 1.8 The weighted average share price at the date of settlement of the other RSUs vested in three months ended March 31, 2026 was $116.26 (March 31, 2025 – $131.74). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded RSUs, in the amount of $3.5 million (March 31, 2025 – $5.8 million), was charged to retained earnings as share repurchase premium. In the three months ended March 31, 2026, the Group recognized, as a result of RSUs, a compensation expense of $2.5 million (March 31, 2025 - $1.5 million) with a corresponding increase to contributed surplus. Of the RSUs outstanding at March 31, 2026, a total of 145,911 (December 31, 2025 – 133,103) are held by key management personnel. Performance share units 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. On February 17, 2026, the Company granted a total of 68,957 PSUs under the Company’s equity incentive plan of which 41,860 were granted to key management personnel. The fair value of the PSUs granted was $138.97 per unit as at grant date. 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 granted was $134.85 per unit as at grant date. The table below summarizes changes to the outstanding PSUs: (in thousands of PSUs Three months Three months and in dollars) ended ended March 31, 2026 March 31, 2025 Weighted Weighted Number average Number average of grant date of grant date PSUs fair value PSUs fair value Balance, beginning of period 157 140.35 155 127.72 Granted 69 138.97 58 134.85 Reinvested 1 141.03 1 128.55 Settled (46 ) 135.15 (71 ) 100.52 (Decreased) added due to performance conditions (8 ) 135.15 14 100.43 Forfeited (1 ) 134.85 (1 ) 133.97 Balance, end of period 172 141.46 156 140.27 TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED) │19 The following table summarizes information about PSUs outstanding as at March 31, 2026: (in thousands of PSUs and in dollars) PSUs outstanding Remaining Number of contractual life Grant date fair value PSUs (in years) 156.17 45 0.9 134.85 58 1.9 138.97 69 2.9 172 2.0 The weighted average share price at the date of settlement of the other PSUs vested in three months ended March 31, 2026 was $116.26 (March 31, 2025 – $131.74). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded PSUs, in the --- amount of $1.6 million, was charged to retained earnings as share repurchase premium (March 31, 2025 – $8.7 million). In the three months ended March 31, 2026, the Group recognized, as a result of PSUs, a compensation expense of $1.8 million (March 31, 2025 - $1.6) with a corresponding increase to contributed surplus. Of the PSUs outstanding at March 31, 2026, a total of 109,519 (December 31, 2025 – 101,635) 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 ended ended March 31, 2026 March 31, 2025 Independent contractors 663,982 680,781 Vehicle operation expenses 321,420 308,219 985,402 989,000 19. Finance income and finance costs Recognized in income or loss: Costs (income) Three months Three months ended ended March 31, 2026 March 31, 2025 Interest expense on long-term debt and amortization of deferred financing fees 29,850 30,236 Interest expense on lease liabilities 7,090 6,527 Interest income (502 ) (228 ) Net change in fair value and accretion expense of contingent consideration 2,835 15 Net foreign exchange loss 1,535 245 Other financial expenses 3,356 3,514 Net finance costs 44,164 40,309 Presented as: Finance income (502 ) (228 ) Finance costs 44,666 40,537 TFI International Inc. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) PERIODS ENDED MARCH 31, 2026 AND 2025 - (UNAUDITED) │20 20. Income tax expense Income tax recognized in income or loss: Three months Three months ended ended March 31, 2026 March 31, 2025 Current tax expense Current period 27,181 27,739 Adjustment for prior periods - 607 27,181 28,346 Deferred tax expense (recovery) Origination and reversal of temporary differences (17,159 ) (9,017 ) Variation in tax rate (907 ) (715 ) Adjustment for prior periods 6 (312 ) (18,060 ) (10,044 ) Income tax expense 9,121 18,302 Reconciliation of effective tax rate : Three months Three months ended ended March 31, 2026 March 31, 2025 Income before income tax 52,429 74,334 Income tax using the Company’s statutory tax rate 26.5 % 13,894 26.5 % 19,699 Increase (decrease) resulting from: Rate differential between jurisdictions 1.4 % 742 1.1 % 819 Variation in tax rate -1.7 % (907 ) -1.0 % (715 ) Non deductible expenses 3.3 % 1,720 2.4 % 1,769 Tax deductions and tax exempt income -12.5 % (6,564 ) -5.2 % (3,853 ) Adjustment for prior periods 0.0 % 6 0.4 % 295 Multi-jurisdiction tax 0.4 % 230 0.4 % 288 17.4 % 9,121 24.6 % 18,302 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 March 31, 2026, the Group had $141.8 million of outstanding letters of credit (December 31, 2025 - $140.9 million). c) Other commitments As at March 31, 2026, the Group had $127.4 million of purchase commitments (December 31, 2025 – $18.8 million) and $18.9 million of purchase orders --- for leases that the Group intends to enter into and that are expected to materialize within a year (December 31, 2025 – $2.5 million).