EX-99.3


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.


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.


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.


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			(200,296	)		(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.


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	)
Dividends 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.

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.

Basis of preparation

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.

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.

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.

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

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.

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 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.

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.

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.


	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 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)).


	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)).

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		535,720		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))

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.

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
Cash			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.

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

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:


	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.

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 consolidated 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.

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.

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	)

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).

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.

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

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 financing 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

The table below summarizes changes to the lease liabilities:


			Nine months ended			Nine months 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.

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.

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:


(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

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 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

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			Nine 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)


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)


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)


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)


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)