Exhibit 99.1

For Immediate Release

TFI International Announces 2025 First Quarter Results

Montreal, Quebec, April 23, 2025 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced its results for the first quarter ended March 31, 2025. All amounts are shown in U.S. dollars.

“TFI International continues to navigate industrywide freight demand weakness by following long held core operating principles, including an overarching focus on robust free cash flow as evidenced by a 40% year-over-year increase during the first quarter,” said Alain Bédard, Chairman, President and Chief Executive Officer. “Our strong financial footing enables us to take a strategic approach to cyclicality, making targeted investments while our hardworking team drives operational excellence across the organization. This disciplined focus delivered improved operating ratios across several of our businesses despite the challenging market conditions. Perhaps most importantly, we’ve maintained our commitment to return capital to our valued shareholders through our consistent dividend program and significant share repurchases during the quarter, a pillar of our mission to create long-term shareholder value.”

FIRST QUARTER RESULTS

Total revenue of $1.96 billion compared to $1.87 billion in the prior year period and revenue before fuel surcharge of $1.71 billion compared to $1.61 billion in the prior year period. The increase was primarily due to contributions from business acquisitions, offset by reduced volumes driven by weaker end market demand.

Operating income of $114.6 million compared to $151.6 million in the prior year period. The decrease was primarily attributable to the decline in revenues as a result of weaker market demand in the quarter, partially offset by contributions from business acquisitions of $8.7 million and gains on sale of assets held for sale of $6.8 million.

Net income of $56.0 million compared to $92.8 million in the prior year period, and net income of $0.66 per diluted share compared to $1.09 in the prior year period. Adjusted net income, a non-IFRS measure, was $64.2 million, or $0.76 per diluted share, compared to $105.5 million, or $1.24 per diluted share, in the prior year period.

Total revenue increased by 61% for the Truckload segment due primarily to the acquisition of Daseke, while the Less-Than-Truckload and Logistics segments declined by 14% and 13%, respectively. Operating income in the Truckload segment increased by 18% compared to Q1 2024, while the Less-Than-Truckload and Logistics segments declined by 45% and 22%, respectively.

Net cash flow from operating activities was $193.6 million during the first quarter of 2025 compared to $200.7 million in the prior year period. The decrease was due to an increase in interest payments related to debt and a reduction in net income offset partially by an increase in working capital.

Net cash from investing activities increased by $143.3 million, primarily due to less spending on business combinations and capital expenditures, offset partially by a decrease in the proceeds from the sale of investments.

Net cash from financing activities decreased by $679.0 million, primarily as a result of a $500.0 million loan obtained in Q1 2024 to fund the acquisition of Daseke and a reduction of draws from the revolving facility of $72.7 million.

The Company returned $94.4 million to shareholders during the quarter, of which $38.2 million was through dividends and $56.2 million was through share repurchases.

On March 17, 2025, the Board of Directors of TFI International declared a quarterly dividend of $0.45 per outstanding common share, paid on April 15, 2025, representing a 13% increase over the $0.40 quarterly dividend declared in Q1 2024.

TFI International will host a webcast on Thursday April 24, 2025 at 9:00 a.m. Eastern Time to discuss these results. Interested parties can join the webcast or access the replay of the webcast via the link accessible on the TFI website under the Presentations and Reports section.

TFI International Inc. is a North American leader in the transportation and logistics industry, operating across the United States, Canada and Mexico through its subsidiaries. TFI International creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned operating subsidiaries. Under the TFI International umbrella, companies benefit from financial and operational resources to build their businesses and increase their efficiency. TFI International companies service the following segments:

TFI International Inc. is publicly traded on the New York Stock Exchange and the Toronto Stock Exchange under symbol TFII. For more information, visit www.tfiintl.com.

The Company may make statements in this report that reflect its current expectations regarding future results of operations, performance and achievements. These are “forward-looking” statements and reflect management’s current beliefs. They are based on information currently available to management. Words such as “may”, “might”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, “to its knowledge”, “could”, “design”, “forecast”, “goal”, “hope”, “intend”, “likely”, “predict”, “project”, “seek”, “should”, “target”, “will”, “would” or “continue” and words and expressions of similar import are intended to identify these forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected.

The Company wishes to caution readers not to place undue reliance on any forward-looking statements which reference issues only as of the date made. The following important factors could cause the Company’s actual financial performance to differ materially from that expressed in any forward-looking statement: the highly competitive market conditions, the Company’s ability to recruit, train and retain qualified drivers, fuel price variations and the Company’s ability to recover these costs from its customers, foreign currency fluctuations, the impact of environmental standards and regulations, imposing of tariffs or changes to the rates of tariffs and their impact on the market, changes in governmental regulations applicable to the Company’s operations, adverse weather conditions, accidents, the market for used equipment, changes in interest rates, cost of liability insurance coverage, downturns in general economic conditions affecting the Company and its customers, credit market liquidity, and the Company’s ability to identify, negotiate, consummate, and successfully integrate acquisitions. In addition, any material weaknesses in internal control over financial reporting that are identified, and the cost of remediation of any such material weakness and any other control deficiencies, may have adverse effects on the Company and impact future results.

The foregoing list should not be construed as exhaustive, and the Company disclaims any subsequent obligation to revise or update any previously made forward-looking statements unless required to do so by applicable securities laws. Unanticipated events are likely to occur. Readers should also refer to the section “Risks and Uncertainties” at the end of the 2025 Q1 MD&A for additional information on risk factors and other events that are not within the Company’s control. The Company’s future financial and operating results may fluctuate as a result of these and other risk factors.

This press release includes references to certain non-IFRS financial measures as described below. These non-IFRS measures do not have any standardized meanings prescribed by International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation, in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The terms and definitions of the non-IFRS measures used in this press release and a reconciliation of each non-IFRS measure to the most directly comparable IFRS measure are provided in the exhibits.

Adjusted EBITDA:

Adjusted EBITDA is calculated as net income before finance income and costs, income tax expense, depreciation, amortization, impairment of intangible assets, bargain purchase gain, restructuring from business acquisitions, and gain or loss on sale of land and buildings, assets held for sale, sale of business, and gain or loss on disposal of intangible assets. Management believes adjusted EBITDA to be a useful supplemental measure. Adjusted EBITDA is provided to assist in determining the ability of the Company to assess its performance.

Adjusted net income and adjusted earnings per share (adjusted “EPS”), basic or diluted:

Adjusted net income is calculated as net income excluding amortization of intangible assets related to business acquisitions, net change in the fair value and accretion expense of contingent considerations, net change in the fair value of derivatives, net foreign exchange gain or loss, impairment of intangible assets, bargain purchase gain, restructuring from business acquisitions, gain or loss on sale of land and buildings and assets held for sale, impairment on assets held for sale, gain or loss on the sale of business and directly attributable expenses due to the disposal of the business. Adjusted earnings per share, basic or diluted, is calculated as adjusted net income divided by the weighted average number of common shares, basic or diluted. The Company uses adjusted net income and adjusted earnings per share to measure its performance from one period to the next, without the variation caused by the impact of the items described

above. The Company excludes these items because they affect the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Excluding these items does not imply they are necessarily non-recurring.

Free cash flow:

Net cash from operating activities, less additions to property and equipment plus proceeds from sale of property and equipment and assets held for sale. Management believes that this measure provides a benchmark to evaluate the performance of the Company in regards to its ability to meet capital requirements.

Note to readers: Unaudited condensed consolidated interim financial statements and Management’s Discussion & Analysis are
available on TFI International’s website at www.tfiintl.com.
 

For further information:

Alain Bédard

Chairman, President and CEO

TFI International Inc.

647-729-4079

abedard@tfiintl.com

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the quarter ended

March 31, 2025

CONTENTS

The following is TFI International Inc.’s management discussion and analysis (“MD&A”). Throughout this MD&A, the terms “Company”, “TFI International” and “TFI” shall mean TFI International Inc., including its operating subsidiaries. This MD&A provides a comparison of the Company’s performance for its three-month period ended March 31, 2025 with the corresponding three-month period ended March 31, 2024 and it reviews the Company’s financial position as of March 31, 2025. It also includes a discussion of the Company’s affairs up to April 23, 2025, which is the date of this MD&A. The MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements and accompanying notes as of March 31, 2025 and the audited consolidated financial statements and accompanying notes as at and for the year ended December 31, 2024.

In this document, all financial data are prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) unless otherwise noted. All amounts are in United States dollars (U.S. dollars), and the term “dollar”, as well as the symbol “$”, designate U.S. dollars unless otherwise indicated. Variances may exist as numbers have been rounded. This MD&A also uses non-IFRS financial measures. Refer to the section of this report entitled “Non-IFRS Financial Measures” for a complete description of these measures.

The Company’s unaudited condensed consolidated interim financial statements have been approved by its Board of Directors (“Board”) upon recommendation of its audit committee on April 23, 2025. Prospective data, comments and analysis are also provided wherever appropriate to assist existing and new investors to see the business from a corporate management point of view. Such disclosure is subject to reasonable constraints for maintaining the confidentiality of certain information that, if published, would probably have an adverse impact on the competitive position of the Company.

Additional information relating to the Company can be found on its website at www.tfiintl.com. The Company’s continuous disclosure materials, including its annual and quarterly MD&A, annual and quarterly consolidated financial statements, annual report, annual information form, management proxy circular and the various press releases issued by the Company are also available on its website, or directly through the SEDAR system at www.sedar.com, or through the EDGAR system at www.sec.gov/edgar.shtml.

The Company may make statements in this report that reflect its current expectations regarding future results of operations, performance and achievements. These are “forward-looking” statements and reflect management’s current beliefs. They are based on information currently available to management. Words such as “may”, “might”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, “to its knowledge”, “could”, “design”, “forecast”, “goal”, “hope”, “intend”, “likely”, “predict”, “project”, “seek”, “should”, “target”, “will”, “would” or “continue” and words and expressions of similar import are intended to identify these forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected.

The Company wishes to caution readers not to place undue reliance on any forward-looking statements which reference issues only as of the date made. The following important factors could cause the Company’s actual financial performance to differ materially from that expressed in any forward-looking statement: the highly competitive market conditions, the Company’s ability to recruit, train and retain qualified drivers, fuel price variations and the Company’s ability to recover these costs from its customers, foreign currency fluctuations, the impact of environmental standards and regulations, imposing of tariffs or changes to the rates of tariffs and their impact on the market, changes in governmental regulations applicable to the Company’s operations, adverse weather conditions, accidents, the market for used equipment, changes in interest rates, cost of liability insurance coverage, downturns in general economic conditions affecting the Company and its customers, credit market liquidity, and the Company’s ability to identify, negotiate, consummate and successfully integrate business acquisitions.

The foregoing list should not be construed as exhaustive, and the Company disclaims any subsequent obligation to revise or update any previously made forward-looking statements unless required to do so by applicable securities laws. Unanticipated events are likely to occur. Readers should also refer to the section “Risks and Uncertainties” at the end of this MD&A for additional information on risk factors and other events that are not within the Company’s control. The Company’s future financial and operating results may fluctuate as a result of these and other risk factors.

Q1 Highlights

1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS financial measures” section below.

Services

TFI International is a North American leader in the transportation and logistics industry, operating across the United States, Canada and Mexico through its subsidiaries. TFI International creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned operating subsidiaries. Under the TFI International umbrella, companies benefit from financial and operational resources to build their businesses and increase their efficiency. TFI International companies service the following reportable segments:

Seasonality of operations

The activities conducted by the Company are subject to general demand for freight transportation. Historically, demand has been relatively stable with the weakest generally occurring during the first quarter. Furthermore, during the harsh winter months, fuel consumption and maintenance costs tend to rise.

Human resources

As at March 31, 2025, the Company had 26,312 employees throughout TFI International’s various business segments across North America. This compares to 25,005 employees as at March 31, 2024. The year-over-year increase of 1,307 employees is attributable to business acquisitions that added 4,400 employees offset by rationalizations affecting 3,093 employees mainly in the LTL segment. The Company believes that it has a relatively low turnover rate among its employees in Canada, and a normal turnover rate in the U.S. comparable to other U.S. carriers, and that its employee relations are very good.

Equipment

The Company is a significant transportation provider throughout North America. As at March 31, 2025, the Company had 13,669 trucks, 42,710 trailers and 7,087 independent contractors. This compares to 11,051 trucks, 33,771 trailers and 7,411 independent contractors as at March 31, 2024.

Facilities

TFI International’s head office is in Montréal, Québec and its executive office is in Etobicoke, Ontario. As at March 31, 2025, the Company had 646 facilities, as compared to 620 facilities as at March 31, 2024. Of these 646 facilities, 381 are located in the United States and 265 are located in Canada. In the last twelve months, 90 facilities were added from business acquisitions and terminal consolidation decreased the total number of facilities by 64, mainly in the TL and Logistics segments.

Customers

The Company has a diverse customer base across a broad cross-section of industries with no single client accounting for more than 5% of consolidated revenue. Because of its customer diversity, as well as the wide geographic scope of the Company’s service offerings and the range of segments in which it operates, a downturn in the activities of an individual customer or customers in a particular industry would not be expected to have a material adverse impact on operations. The Company has forged strategic partnerships with other transport companies in order to extend its service offerings to customers across North America.

This section provides general comments on the consolidated results of operations. A more detailed analysis is provided in the “Segmented Results” section.

2025 business acquisitions

In line with its growth strategy, the Company acquired two businesses in 2025. Basin Transportation LLC and Veilleux Transit Inc., both tuck-in acquisitions, were acquired subsequent to the end of the quarter.

Revenue

For the three months ended March 31, 2025, revenue before fuel surcharge was $1,714.5 million, up from $1,611.5 million in Q1 2024. The increase was mainly attributable to contributions from business acquisitions of $297.8 million partially offset by a weakened market which resulted in weaker volumes.

Operating expenses

For the three months ended March 31, 2025, the Company’s operating expenses increased by $130.5 million, to $1,849.7 million, from $1,719.3 million in Q1 2024. This increase was due to an increase from business acquisitions of $325.1 million offset partially by a decrease in operating expenses from existing operations of $194.6 million, as revenues decreased.

For the three months ended March 31, 2025, materials and services expenses, net of fuel surcharge, increased by $59.6 million, to $739.1 million from $679.5 million in the same period last year due primarily to an increase from business acquisitions of $146.9 million, partially offset by a decrease in existing operations due to the decrease in volume.

For the three months ended March 31, 2025, personnel expense increased 8% to $607.4 million from $562.6 million in Q1 2024. The increase is attributable primarily to an increase in business acquisitions of $90.6 million offset by reduced personnel expenses in response to the decline in volumes.

Other operating expenses, which are primarily comprised of costs related to office and terminal rent, taxes, heating, telecommunications, maintenance and security and other general administrative expenses, increased by $7.5 million for the three months ended March 31, 2025, as compared to the same period last year as increased costs from business acquisitions of $15.5 million were offset by a reduction of spending due to a decline in volumes.

For the three months ended March 31, 2025, gains on the sale of assets held for sale increased by $6.8 million to $7.0 million from $0.2 million in the same period last year due to the sale of two sites in the first quarter of 2025.

Operating income

For the three months ended March 31, 2025, the Company’s operating income was $114.6 million compared to $151.6 million during the same quarter in 2024. The decrease is primarily attributable to the decline in revenues from existing operations as a result of weaker market demand in the quarter, offset partially by the contribution from business acquisitions of $8.7 million.

Finance income and costs

Interest expense

Interest expense on long-term debt for the three-month period ended March 31, 2025 increased by $7.8 million as compared to the same quarter last year as the average level of debt rose from $2.06 billion to $2.43 billion due to debt related to the acquisition of Daseke, and the average rate also increased from 4.36% to 4.97%. Interest income decreased by $4.9 million as compared to the same quarter last year as there was an average cash balance of $6.3 million for the first quarter of 2025 as compared to $378.7 million in the same quarter last year.

Net foreign exchange gain or loss and net investment hedge

The Company designates as a hedge a portion of its U.S. dollar denominated debt held against its net investments in U.S. operations.

This accounting treatment allows the Company to offset the designated portion of foreign exchange gain (or loss) of its debt against the foreign exchange loss (or gain) of its net investments in U.S. operations and present them in other comprehensive income. Net foreign exchange gains or losses recorded in income or loss are attributable to the translation of the U.S. dollar portion of the Company’s credit facilities not designated as a hedge and to the translation of other financial assets and liabilities denominated in currencies other than the functional currency. For the three-month period ended March 31, 2025, a gain of $11.4 million of foreign exchange variations (a gain of $11.0 million net of tax) was recorded to other comprehensive income as it relates to the translation of the debt in the net investment hedge. For the three-month period ended March 31, 2024, a loss of $36.1 million of foreign exchange variations (a loss of $36.1 million net of tax) was recorded to other comprehensive income as it relates to the translation of the debt in the net investment hedge.

Income tax expense

For the three months ended March 31, 2025, the Company’s effective tax rate was 24.6%. The income tax expense of $18.3 million reflects a $1.4 million favorable variance versus an anticipated income tax expense of $19.7 million based on the Company’s statutory tax rate of 26.5%. The favorable variance is due to a favorable variation from tax deductions and tax-exempt income of $3.9 million and partially offset by an unfavorable variation from non deductible expenses of $1.8 million.

Net income and adjusted net income

For the three months ended March 31, 2025, TFI International’s net income was $56.0 million as compared to $92.8 million in Q1 2024. The Company’s adjusted net income1, a non-IFRS measure, which excludes items listed in the above table, was $64.2 million as compared to $105.5 million in Q1 2024. Adjusted EPS1, fully diluted, of $0.76 compared to $1.24 in Q1 2024.

1 This is a non-IFRS. For the reconciliation, refer to the “Non-IFRS financial measures” section below.

To facilitate the comparison of business level activity and operating costs between periods, the Company compares the revenue before fuel surcharge (“revenue”) and reallocates the fuel surcharge revenue to materials and services expenses within operating expenses. Note that “Total revenue” is not affected by this reallocation.

Selected segmented financial information

1 Includes intersegment revenue.

2 Segment revenue including fuel surcharge and intersegment revenue to consolidated revenue including fuel surcharge and intersegment revenue.

3 This is a non-IFRS measure. For a reconciliation, refer to the “Non-IFRS financial measures” section below.

4 As a percentage of revenue before fuel surcharge.

*In the second quarter of fiscal 2024, it was determined that the Package and Courier operating segment should be aggregated with the Canadian Less-Than-Truckload and U.S. Less-Than-Truckload operating segments, forming the Less-Than-Truckload reportable segment. Comparative information for Less-Than-Truckload reportable segment has been recast to be consistent with current reportable segments.

1 This is a non-IFRS measure. For a reconciliation, refer to the “Non-IFRS financial measures” section below.

Revenue

For the three months ended March 31, 2025, revenue decreased by $104.6 million, or 13%, to $679.0 million. This decrease is due to a $105.8 million reduction in existing U.S. LTL operations, including Ground with Freight pricing (GFP), combined with a $12.0 million decrease in existing Canadian LTL operations and a $1.2 million decrease in existing Package and Courier ("P&C") operations, but partially offset by $14.5 million coming from business acquisitions.

The reduction in U.S. LTL revenue is explained by both the LTL and Ground with Freight pricing (GFP) operations. LTL tonnage decreased 5.5% and LTL revenue per hundredweight (excluding fuel surcharge revenue) was down 7.2%. The reduction in tonnage is explained by a 8.6% reduction in shipments partially offset by a 3.4% increase in weight per shipment. The reduction in GFP revenue is mostly explained by a 60.3% reduction in volume, slightly offset by an increase in revenue per piece. Canadian LTL revenue reduction, including acquisitions, was mostly driven by a 6.6% decrease in tonnage combined with a 0.6% reduction in revenue per hundredweight (excluding fuel surcharge revenue). This decrease in tonnage is coming from a 7.7% decrease in shipment count partially offset by a 1.3% increase in weight per shipment. P&C revenue decrease was due to a 2.3% reduction in package count, partially offset by a 1.1% increase in revenue per package.

Operating expenses

For the three months ended March 31, 2025, materials and services expenses, net of fuel surcharge revenue, decreased $37.5 million, or 16%, attributable mostly to a $48.3 million reduction in sub-contractor costs, combined with a $7.6 million reduction in fuel costs and a $9.1 million reduction in rolling stock maintenance and repair and tire expense, partly offset by a $26.5 million decrease in fuel surcharge revenue and a $3.8 million increase in insurance and claims expense. Personnel expenses decreased $23.7 million, or 7%, from a reduction in direct labor and administrative salaries. Other operating expenses decreased $4.6 million or 8%, mostly from a $3.6 million reduction in external personnel combined with a $3.1 million reduction in IT service charges. Depreciation of property and equipment was down $2.7 million, or 7%, mostly from a $2.2 million reduction in rolling stock and other operational equipment depreciation. As of March 31, 2025, the LTL segment’s terminals had 12,846 doors, of which 10,204 are owned.

Operating income

Operating income for the three months ended March 31, 2025, decreased $37.9 million, to $47.1 million. Adjusted operating ratio, a non-IFRS measure, of the LTL operations was 93.1% in the first quarter of 2025 as compared to 89.2% in the same prior year period.

Return on invested capital, a non-IFRS measure, of the LTL segment was 14.4% at March 31, 2025 as compared to 18.2% in the same prior year period.

Revenue

For the three months ended March 31, 2025, revenue increased by $265.1 million, or 67%, from $397.7 million in Q1 2024 to $662.9 million in Q1 2025. This increase was primarily due to contributions from business acquisitions of $283.3 million, partially offset by a decrease in revenue from existing operations of $18.2 million. Specialized TL revenue increased by $272.3 million, or 85%, compared to the prior year period, mainly due to contributions from business acquisitions of $278.1 million, partially offset by an organic decline of $5.8 million. For Canadian based conventional TL operations, revenue decreased by $6.6 million, or 8%, compared to the same prior year period, comprised of an $11.8 million decline in revenue from existing operations, partially offset by contributions from business acquisitions of $5.2 million. Revenue per truck, excluding fuel surcharge for Canadian based conventional TL operations, declined 4.1% in Q1 2025 compared to Q1 2024, mainly due to an unfavorable foreign exchange impact. This was made up of a 4.4% decline in revenue per mile, partially offset by a 0.3% increase in miles per truck.

Operating expenses

For the three months ended March 31, 2025, operating expenses, net of fuel surcharge, increased by $257.8 million, or 72%, from $356.3 million in Q1 2024 to $614.1 million in Q1 2025. This is mainly due to an increase of $273.9 million in operating expenses, net of fuel surcharge, from business acquisitions, and is partially offset by a decrease in operating expenses, net of fuel surcharge, from existing truckload operations of $16.1 million.

Operating income

Operating income for the TL segment was $48.8 million for the three months ended March 31, 2025, up 18% from $41.5 million in the first quarter of 2024. This is mainly due to contributions from business acquisitions of $9.4 million, partially offset by an decrease in operating income from existing TL operations of $2.1 million.

Return on invested capital, a non-IFRS measure, of the TL segment was 6.7% as at March 31, 2025, as compared to 9.6% in the same prior year period.

1 This is a non-IFRS measure. For a reconciliation, refer to the “Non-IFRS financial measures” section below.

Revenue

For the three months ended March 31, 2025, revenue decreased by $57.0 million, or 13%, from $441.9 million in 2024 to $384.9 million in 2025. The decrease is mostly due to decreases in the truck moving business of $25.5 million and the 3PL operations of $17.4 million with the $14.1 million remainder coming from the last mile business.

Approximately 83% (2024 – 85%) of the Logistics segment’s revenues in the quarter were generated from operations in the U.S. and approximately 17% (2024 – 15%) were generated from operations in Canada.

Operating expenses

For the three months ended March 31, 2025, total operating expenses, net of fuel surcharge decreased by $48.0 million, or 12% relative to the same prior year period, from $401.7 million to $353.7 million. The $38.4 million decrease in Materials and services expenses comes from volume reduction in all service offerings of the logistics business. Personnel expenses decreased $9.8 million, or 14%, of which $6.4 million is explained by the direct labor cost decrease related to volume reduction as well as a $2.9 million decrease in administrative personnel expenses is mostly explained by a headcount reduction.

Operating income

Operating income for the three months ended March 31, 2025, decreased by $8.9 million, or 22%, from $40.2 million to $31.2 million. The decrease was mostly explained by lower volumes across all of the services offerings in the logistics business.

Return on invested capital of 17.0% compared to 19.2% in the same prior year period.

Sources and uses of cash

Cash flow from operating activities

For the three-month period ended March 31, 2025, net cash from operating activities of $193.6 million compared to $200.7 million in 2024. The decrease in net cash from operating activities is primarily due a decrease in income and an increase in benefit payments of $14.0 million, as well as a $13.2 million increase in interest paid, partially offset by an increase in non-cash operating working capital of $37.1 million. The increase in non-cash working capital resulted primarily from a decrease in payables as a result of lower volumes.

Cash flow used in investing activities

Property and equipment

The following table presents the additions of property and equipment by category for the three-month periods ended March 31, 2025 and 2024.

The Company invests in new equipment to maintain its quality of service while minimizing maintenance costs. Its capital expenditures reflect the level of reinvestment required to keep its equipment in good order and to maintain a strategic allocation of its capital resources.

In the normal course of activities, the Company constantly renews its rolling stock equipment generating regular proceeds and gain or loss on disposition. The following table indicates the proceeds and gains or losses from sale of property and equipment and assets held for sale by category for the three-month periods ended March 31, 2025 and 2024.

Business acquisitions

For the three-month period ended March 31, 2025, cash used in business acquisitions, net of cash acquired, totaled a reduction of $2.2 million from non-material adjustments to previous acquisitions as compared to a $109.0 million incurred in Q1 2024. Further information can be found in note 5 of the March 31, 2025, unaudited condensed consolidated interim financial statements.

Purchase and sale of investments

For the three-month period ended March 31, 2025, $4.8 million of level 1 investments were acquired and elected to be measured at fair value through OCI. No investments were sold during the three-month period ended March 31, 2025 as compared to proceeds of $19.1 million received in Q1 2024. These investments were previously elected to be measured at fair value through OCI.

Cash flow used in financing activities

Debt

For the three-month period ended March 31, 2025, the Company had a net repayment of debt of $5.4 million as compared to net proceeds from debt of $607.7 million in Q1, 2024, as the Company was preparing for the acquisition of Daseke.

On March 22, 2024, the Company 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 is currently 1.5%. Deferred financing fees of $1.3 million were recognized on the increase. As at the end of the quarter, the Company had repaid $300.0 million of this loan, including the entire first and second tranches.

NCIB on common shares

Pursuant to the renewal of 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 March 31, 2025, and since the inception of this NCIB, the Company has repurchased and cancelled 820,000 common shares.

For the three-month period ended March 31, 2025, the Company repurchased 524,795 common shares (as compared to nil during the same period in 2024) at a weighted average price of $107.04 for a total purchase price of $56.2 million.

Free cash flow1

The Company's objectives when managing its cash flow from operations are to ensure proper capital investment in order to provide stability and competitiveness for its operations, to ensure sufficient liquidity to pursue its growth strategy, and to undertake selective business acquisitions within a sound capital structure and solid financial position.

For the three-month period ended March 31, 2025, the Company generated free cash flow of $191.7 million, compared to $137.2 million in 2024, which represents a year-over-year increase of $54.6 million, or 40%. The increase is due to reduced additions to property and equipment of $43.0 million, as the Company is reducing capital expenditures in response to the reduced market demand. The increase is also due to additional proceeds from assets held for sale of $15.7 million as the Company sold two properties in the Truckload segment for total proceeds of $16.4 million.

Free cash flow conversion1, which measures the amount of capital employed to generate earnings, for the three-month period ending March 31, 2025, of 95.8% compares to 86.0% in the same prior year period.

Based on the March 31, 2025, closing share price of $77.45, free cash flow1 generated by the Company in the preceding twelve months ($823.2 million, or $9.80 per share) represented a yield of 12.7%. Based on the March 31, 2024, closing share price of $159.46, free cash flow1 generated by the Company in the preceding twelve months ($717.4 million, or $8.48 per share outstanding) represented a yield of 5.3%.

Financial position

Contractual obligations, commitments, contingencies and off-balance sheet arrangements

The following table indicates the Company’s contractual obligations, excluding purchase commitments, with their respective maturity dates at March 31, 2025, including future interest payments.

The following table indicates the Company’s financial covenants to be maintained under its credit facility. These covenants are measured on a consolidated rolling twelve-month basis and are calculated as prescribed by the credit agreement which, among other things, requires the exclusion of the impact of IFRS 16 Leases:

As at March 31, 2025, the Company had $129.9 million of outstanding letters of credit ($129.8 million on December 31, 2024).

As at March 31, 2025, the Company had $116.7 million of purchase commitments and $28.1 million of purchase orders that the Company intends to enter into a lease (December 31, 2024 – $35.6 million and $26.7 million, respectively).

Dividends and outstanding share data

Dividends

The Company declared $37.8 million in dividends, or $0.45 per common share, in the first quarter of 2025. On April 23, 2025, the Board of Directors approved a quarterly dividend of $0.45 per outstanding common share of the Company’s capital, for an expected aggregate payment of $37.6 million to be paid on July 15, 2025, to shareholders of record at the close of business on June 30, 2025.

Outstanding shares and share-based awards

A total of 83,971,757 common shares were outstanding as at March 31, 2025 (December 31, 2024 – 84,408,437). There was no material change in the Company’s outstanding share capital between March 31, 2025 and April 23, 2025. The average diluted shares for the three months ended March 31, 2025, were 84,524,018 shares as compared to 85,348,043 shares in the same prior year period. This reduction is due to share repurchases and cancellations.

As at March 31, 2025, the number of outstanding options to acquire common shares issued under the Company’s stock option plan was 189,774 (December 31, 2024 – 277,889) of which 189,774 were exercisable (December 31, 2024 – 277,889). Each stock option entitles the holder to purchase one common share of the Company at an exercise price based on the volume-weighted average trading price of the Company’s shares for the last five trading days immediately preceding the effective date of the grant.

As at March 31, 2025, the number of restricted share units (‘’RSUs’’) granted under the Company’s equity incentive plan to its senior employees was 161,081 (December 31, 2024 – 157,117). On February 7, 2025, the Board of Directors approved the grant of 61,829 RSUs under the Company’s equity incentive plan. The RSUs will vest in February of the third year following the grant date. Upon satisfaction of the required service period, the plan provides for settlement of the award through shares. 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.

As at March 31, 2025, the number of performance share units (‘’PSUs’’) granted under the Company’s equity incentive plan to its senior employees was 156,004 (December 31, 2024 – 154,620). On February 7, 2025, the Board of Directors approved the grant of 58,143 PSUs under the Company’s equity incentive plan. The PSUs will vest in February of the third year following the grant date. Upon satisfaction of the required service period, the plan provides for settlement of the award through shares. The fair value of the PSUs granted was $135.51 per unit.

Legal proceedings

The Company is involved in litigation arising from the ordinary course of business primarily involving claims for bodily injury and property damage. It is not feasible to predict or determine the outcome of these or similar proceedings. However, the Company believes the ultimate recovery or liability, if any, resulting from such litigation individually or in total, would not materially adversely nor positively affect the Company’s financial condition or performance and, if necessary, has been provided for in the financial statements.

The North American economic growth forecast from leading economists has deteriorated this year, driven most recently by higher international tariffs as well as ongoing concerns over inflation, interest rates and geopolitical conflicts. The resulting industrywide weaker freight volumes have impacted TFI International’s demand drivers, however the Company’s diversification across industrial and consumer end markets and multiple modes of transportation, along with its disciplined approach to operations and strategic acquisitions have served as mitigating factors. As the freight cycle eventually improves, management believes that its operational focus and well-timed investments will ultimately help drive stronger results.

TFI International remains vigilant in monitoring emerging risks, including the potential for escalating international trade friction that may result in additional freight volume declines and higher costs that could adversely affect TFI’s operating companies and the markets they serve. Beyond these macroeconomic factors, additional uncertainties include but are not limited to diesel price fluctuations, labor market dynamics, consumer sentiment shifts, environmental mandates, and changes to the tax code in any jurisdiction in which TFI International operates.

As North American economic uncertainty persists and continues to weigh on freight demand, management believes the Company is well positioned to navigate current conditions, benefiting from its solid financial foundation, strong cash flow, and lean cost structure that stems from a longstanding focus on profitability, efficiency, network density, customer service, optimal pricing, revenue per shipment, driver retention and capacity rationalization. TFI continues to implement operating enhancements related to recent acquisitions while pursuing performance improvement opportunities across its operations. Looking beyond near-term challenges, diverse industrial exposure through its specialized TL and LTL segments should help the Company capitalize on a potential shift toward domestic manufacturing spurred by tariff policy, while its Logistics segment is structured to capitalize on the expansion of e-commerce and domestic truck production.

Regardless of the operating environment, management remains focused on building shareholder value through unwavering adherence to its core operating principles, including customer focus that ultimately drives higher volumes and stronger pricing, an asset-light approach, and continuous efforts to enhance efficiencies. In addition, TFI International values strong free cash flow generation and ample liquidity with a conservative balance sheet that features primarily fixed rate debt and limited near-term debt maturities. This strong financial footing allows the Company to strategically invest and pursue selective, accretive acquisitions, while returning excess capital to shareholders whenever possible.