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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 10-Q

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| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the quarterly period ended S eptember 30, 2025

​

OR

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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the transition period from to

​

Commission file number 001-34187

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Matson, Inc.

(Exact name of registrant as specified in its charter)

​

​ | ​
Hawaii | 99-0032630
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
​ | ​
1411 Sand Island Parkway Honolulu, HI (Address of principal executive offices) | 96819 (Zip Code)

​

(808) 848-1211

(Registrant’s telephone number, including area code)

​

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

​

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, without par value | MATX | New York Stock Exchange

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​

​ | ​
Large accelerated filer ☒ | Accelerated filer ☐
​ | ​
Non-accelerated filer ☐ | Smaller reporting company ☐
​ | ​
​ | Emerging growth company ☐

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of common stock outstanding as of September 30, 2025: 31,180,035

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Table of Contents

MATSON, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

​

​ ​ |  |  | Page
Part I—FINANCIAL INFORMATION‌ | ​ | 1
​ | ​ | ​ | ​
Item 1. | Financial Statements (Unaudited)‌ | ​ | 1
| Condensed Consolidated Statements of Income and Comprehensive Income‌ | ​ | 1
| Condensed Consolidated Balance Sheets‌ | ​ | 2
| Condensed Consolidated Statements of Cash Flows‌ | ​ | 3
​ | Condensed Consolidated Statements of Shareholders’ Equity‌ | ​ | 4
| Notes to the Condensed Consolidated Financial Statements‌ | ​ | 5
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations‌ | ​ | 19
Item 3. | Quantitative and Qualitative Disclosures about Market Risk‌ | ​ | 28
Item 4. | Controls and Procedures‌ | ​ | 28
​ | ​ | ​ | ​
Part II—OTHER INFORMATION‌ | ​ | 28
​ | ​ | ​
Item 1. | Legal Proceedings‌ | ​ | 28
Item 1A. | Risk Factors‌ | ​ | 28
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds‌ | ​ | 40
Item 3. | Defaults Upon Senior Securities‌ | ​ | 40
Item 4. | Mine Safety Disclosures‌ | ​ | 40
Item 5. | Other Information‌ | ​ | 40
Item 6. | Exhibits‌ | ​ | 41
| Signatures‌ | ​ | 42

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Table of Contents

PART I. FINANCIAL INFORMATION

​

ITEM 1. FINANCIAL STATEMENTS

​

MATSON, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income and Comprehensive Income

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | September 30, | ​ | September 30,
(In millions, except per share amounts) |  | 2025 |  | 2024 |  | 2025 |  | 2024
Operating Revenue: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ocean Transportation | ​ | $ | 718.3 | ​ | $ | 798.7 | ​ | $ | 2,031.3 | ​ | $ | 2,067.6
Logistics | ​ |  | 161.8 | ​ |  | 163.3 | ​ |  | 461.3 | ​ |  | 463.9
Total Operating Revenue | ​ |  | 880.1 | ​ |  | 962.0 | ​ |  | 2,492.6 | ​ |  | 2,531.5
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Costs and Expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating costs | ​ |  | (661.1) | ​ |  | (654.3) | ​ |  | (1,942.6) | ​ |  | (1,913.4)
Income from SSAT | ​ |  | 9.3 | ​ |  | 6.9 | ​ |  | 23.2 | ​ |  | 8.5
General and administrative | ​ |  | (67.3) | ​ |  | (72.3) | ​ |  | (217.1) | ​ |  | (222.8)
Total Costs and Expenses | ​ |  | (719.1) | ​ |  | (719.7) | ​ |  | (2,136.5) | ​ |  | (2,127.7)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating Income | ​ |  | 161.0 | ​ |  | 242.3 | ​ |  | 356.1 | ​ |  | 403.8
Interest income | ​ | ​ | 7.6 | ​ | ​ | 10.4 | ​ | ​ | 25.0 | ​ | ​ | 38.0
Interest expense | ​ |  | (1.8) | ​ |  | (1.8) | ​ |  | (5.2) | ​ |  | (6.1)
Other income (expense), net | ​ |  | 2.1 | ​ |  | 1.9 | ​ |  | 6.9 | ​ |  | 5.5
Income before Taxes | ​ |  | 168.9 | ​ |  | 252.8 | ​ |  | 382.8 | ​ |  | 441.2
Income taxes | ​ |  | (34.2) | ​ |  | (53.7) | ​ |  | (81.1) | ​ |  | (92.8)
Net Income | ​ | $ | 134.7 | ​ | $ | 199.1 | ​ | $ | 301.7 | ​ | $ | 348.4
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Comprehensive Income (Loss), Net of Income Taxes: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net Income | ​ | $ | 134.7 | ​ | $ | 199.1 | ​ | $ | 301.7 | ​ | $ | 348.4
Other Comprehensive Income (Loss): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net change in pension and post-retirement liabilities | ​ | ​ | (0.7) | ​ | ​ | (0.8) | ​ | ​ | (2.4) | ​ | ​ | (2.3)
Other adjustments | ​ |  | (1.6) | ​ |  | 1.0 | ​ |  | 0.3 | ​ |  | 0.5
Total Other Comprehensive Income (Loss), Net of Income Taxes | ​ |  | (2.3) | ​ |  | 0.2 | ​ |  | (2.1) | ​ |  | (1.8)
Total Comprehensive Income | ​ | $ | 132.4 | ​ | $ | 199.3 | ​ | $ | 299.6 | ​ | $ | 346.6
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic Earnings Per Share | ​ | $ | 4.28 | ​ | $ | 5.98 | ​ | $ | 9.40 | ​ | $ | 10.28
Diluted Earnings Per Share | ​ | $ | 4.24 | ​ | $ | 5.89 | ​ | $ | 9.28 | ​ | $ | 10.13
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted Average Number of Shares Outstanding: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic | ​ |  | 31.5 | ​ |  | 33.3 | ​ |  | 32.1 | ​ |  | 33.9
Diluted | ​ |  | 31.8 | ​ |  | 33.8 | ​ |  | 32.5 | ​ |  | 34.4

​

See Notes to Condensed Consolidated Financial Statements.

​

1

Table of Contents

MATSON, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
(In millions) |  | 2025 |  | 2024
ASSETS | ​ | ​ | ​ | ​ | ​ | ​
Current Assets: | ​ | ​ | ​ | ​ | ​ | ​
Cash and cash equivalents | ​ | $ | 92.7 | ​ | $ | 266.8
Accounts receivable, net of allowance for credit losses of $9.1 million and $9.8 million, respectively | ​ |  | 278.1 | ​ |  | 268.9
Prepaid expenses and other assets | ​ |  | 76.3 | ​ |  | 73.9
Total current assets | ​ |  | 447.1 | ​ |  | 609.6
Long-term Assets: | ​ | ​ | ​ | ​ | ​ | ​
Investment in SSAT | ​ |  | 107.2 | ​ |  | 84.1
Property and equipment, net | ​ |  | 2,408.3 | ​ |  | 2,260.9
Operating lease right of use assets | ​ | ​ | 355.7 | ​ | ​ | 357.7
Goodwill | ​ |  | 327.8 | ​ |  | 327.8
Intangible assets, net | ​ | ​ | 149.7 | ​ | ​ | 159.4
Capital Construction Fund | ​ | ​ | 627.9 | ​ | ​ | 642.6
Deferred dry-docking costs, net | ​ | ​ | 90.7 | ​ | ​ | 73.7
Other long-term assets | ​ |  | 87.7 | ​ |  | 79.6
Total long-term assets | ​ | ​ | 4,155.0 | ​ | ​ | 3,985.8
Total Assets | ​ | $ | 4,602.1 | ​ | $ | 4,595.4
​ | ​ | ​ | ​ | ​ | ​ | ​
LIABILITIES AND SHAREHOLDERS’ EQUITY | ​ | ​ | ​ | ​ | ​ | ​
Current Liabilities: | ​ | ​ | ​ | ​ | ​ | ​
Current portion of debt | ​ | $ | 39.7 | ​ | $ | 39.7
Accounts payable and accruals | ​ |  | 282.4 | ​ |  | 268.5
Operating lease liabilities | ​ | ​ | 117.0 | ​ | ​ | 129.0
Other liabilities | ​ |  | 101.5 | ​ |  | 123.2
Total current liabilities | ​ |  | 540.6 | ​ |  | 560.4
Long-term Liabilities: | ​ | ​ | ​ | ​ | ​ | ​
Long-term debt, net of deferred loan fees | ​ |  | 321.5 | ​ |  | 350.8
Long-term operating lease liabilities | ​ | ​ | 240.8 | ​ | ​ | 229.5
Deferred income taxes | ​ |  | 703.5 | ​ |  | 693.4
Other long-term liabilities | ​ | ​ | 106.4 | ​ | ​ | 109.3
Total long-term liabilities | ​ |  | 1,372.2 | ​ |  | 1,383.0
Commitments and Contingencies (see Note 15) | ​ | ​ | ​ | ​ | ​ | ​
Shareholders’ Equity: | ​ | ​ | ​ | ​ | ​ | ​
Common stock | ​ |  | 23.4 | ​ |  | 24.7
Additional paid in capital | ​ |  | 291.6 | ​ |  | 296.7
Accumulated other comprehensive loss, net | ​ |  | (8.6) | ​ |  | (6.5)
Retained earnings | ​ |  | 2,382.9 | ​ |  | 2,337.1
Total shareholders’ equity | ​ |  | 2,689.3 | ​ |  | 2,652.0
Total Liabilities and Shareholders’ Equity | ​ | $ | 4,602.1 | ​ | $ | 4,595.4

​

See Notes to Condensed Consolidated Financial Statements.

​

2

Table of Contents

MATSON, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30, | ​
(In millions) |  | 2025 |  | 2024 |
Cash Flows From Operating Activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income | ​ | $ | 301.7 | ​ | $ | 348.4 | ​
Reconciling adjustments: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Depreciation and amortization | ​ |  | 123.9 | ​ |  | 113.4 | ​
Amortization of operating lease right of use assets | ​ | ​ | 98.9 | ​ | ​ | 102.1 | ​
Deferred income taxes | ​ |  | 10.0 | ​ |  | 16.2 | ​
Share-based compensation expense | ​ |  | 17.0 | ​ |  | 19.1 | ​
Income from SSAT | ​ |  | (23.2) | ​ |  | (8.5) | ​
Distributions from SSAT | ​ | ​ | — | ​ | ​ | 14.0 | ​
Other | ​ | ​ | (5.1) | ​ | ​ | (7.8) | ​
Changes in assets and liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Accounts receivable, net | ​ |  | (9.0) | ​ |  | (31.7) | ​
Deferred dry-docking payments | ​ |  | (38.0) | ​ |  | (20.2) | ​
Deferred dry-docking amortization | ​ |  | 20.7 | ​ |  | 21.0 | ​
Prepaid expenses and other assets | ​ |  | (15.3) | ​ |  | 116.9 | ​
Accounts payable, accruals and other liabilities | ​ |  | (8.1) | ​ |  | 27.6 | ​
Operating lease assets and liabilities, net | ​ | ​ | (97.7) | ​ | ​ | (104.0) | ​
Other long-term liabilities | ​ |  | (5.6) | ​ |  | (13.4) | ​
Net cash provided by operating activities | ​ |  | 370.2 | ​ |  | 593.1 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash Flows From Investing Activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Vessel construction expenditures | ​ | ​ | (141.7) | ​ | ​ | (39.8) | ​
Capital expenditures (excluding vessel construction expenditures) | ​ |  | (117.0) | ​ |  | (144.9) | ​
Proceeds from disposal of property and equipment, net | ​ |  | 0.4 | ​ | ​ | 4.4 | ​
Payments for asset acquisitions | ​ | ​ | — | ​ | ​ | (0.7) | ​
Cash and interest deposited into the Capital Construction Fund | ​ |  | (114.6) | ​ |  | (63.6) | ​
Withdrawals from Capital Construction Fund | ​ | ​ | 136.5 | ​ | ​ | 35.8 | ​
Net cash used in investing activities | ​ |  | (236.4) | ​ |  | (208.8) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash Flows From Financing Activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Repayments of debt | ​ |  | (30.0) | ​ |  | (30.0) | ​
Payments of deferred loan fees | ​ | ​ | (2.1) | ​ | ​ | — | ​
Dividends paid | ​ | ​ | (33.7) | ​ |  | (33.5) | ​
Repurchase of Matson common stock | ​ | ​ | (225.8) | ​ |  | (167.4) | ​
Tax withholding related to net share settlements of restricted stock units | ​ | ​ | (16.3) | ​ | ​ | (17.0) | ​
Net cash used in financing activities | ​ |  | (307.9) | ​ |  | (247.9) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | ​ |  | (174.1) | ​ |  | 136.4 | ​
Cash and Cash Equivalents, and Restricted Cash, Beginning of the Period | ​ |  | 266.8 | ​ |  | 136.3 | ​
Cash and Cash Equivalents, and Restricted Cash, End of the Period | ​ | $ | 92.7 | ​ | $ | 272.7 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Reconciliation of Cash, Cash Equivalents and Restricted Cash, End of the Period: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash and Cash Equivalents | ​ | $ | 92.7 | ​ | $ | 270.3 | ​
Restricted Cash | ​ | ​ | — | ​ | ​ | 2.4 | ​
Total Cash and Cash Equivalents, and Restricted Cash, End of the Period | ​ | $ | 92.7 | ​ | $ | 272.7 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Supplemental Cash Flow Information: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest paid, net of capitalized interest | ​ | $ | 4.4 | ​ | $ | 5.3 | ​
Income tax payments (refunds), net | ​ | $ | 62.5 | ​ | $ | (85.1) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-cash Information: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Capital expenditures included in accounts payable, accruals and other liabilities | ​ | $ | 7.1 | ​ | $ | 26.9 | ​

​

See Notes to Condensed Consolidated Financial Statements.

​

3

Table of Contents

MATSON, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Common Stock | ​ | Additional | ​ | Other | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Stated | ​ | Paid In | ​ | Comprehensive | ​ | Retained | ​ | ​ | ​
(In millions, except per share amounts) |  | Shares |  | Value |  | Capital |  | Income (Loss) |  | Earnings |  | Total
Balance at December 31, 2024 |  | 33.0 | ​ | $ | 24.7 |  | $ | 296.7 | ​ | $ | (6.5) | ​ | $ | 2,337.1 | ​ | $ | 2,652.0
Net income |  | — | ​ |  | — |  |  | — | ​ |  | — | ​ |  | 72.3 | ​ |  | 72.3
Other comprehensive income (loss), net of tax |  | — | ​ |  | — |  |  | — | ​ |  | (0.3) | ​ |  | — | ​ |  | (0.3)
Share-based compensation |  | — | ​ |  | — |  |  | 5.8 | ​ |  | — | ​ |  | — | ​ |  | 5.8
Shares issued, net of shares withheld for employee taxes |  | 0.1 | ​ | ​ | 0.1 |  |  | (16.2) | ​ |  | — | ​ |  | — | ​ |  | (16.1)
Shares repurchased |  | (0.5) | ​ | ​ | (0.3) | ​ | ​ | (1.6) | ​ | ​ | — | ​ | ​ | (67.3) | ​ | ​ | (69.2)
Dividends ($0.34 per share) |  | — | ​ |  | — |  |  | — | ​ |  | — | ​ |  | (11.3) | ​ |  | (11.3)
Balance at March 31, 2025 |  | 32.6 | ​ | ​ | 24.5 | ​ | ​ | 284.7 | ​ | ​ | (6.8) | ​ | ​ | 2,330.8 | ​ | ​ | 2,633.2
Net income |  | — | ​ |  | — |  |  | — | ​ |  | — | ​ |  | 94.7 | ​ |  | 94.7
Other comprehensive income (loss), net of tax | ​ | — | ​ |  | — |  |  | — | ​ |  | 0.5 | ​ |  | — | ​ |  | 0.5
Share-based compensation |  | — | ​ |  | — |  |  | 5.9 | ​ |  | — | ​ |  | — | ​ |  | 5.9
Shares issued, net of shares withheld for employee taxes |  | 0.1 | ​ |  | — |  |  | (0.2) | ​ |  | — | ​ |  | — | ​ |  | (0.2)
Shares repurchased |  | (0.9) | ​ | ​ | (0.7) | ​ | ​ | (2.4) | ​ | ​ | — | ​ | ​ | (90.6) | ​ | ​ | (93.7)
Dividends ($0.34 per share and $0.36 per share) | ​ | — | ​ |  | — |  |  | — | ​ |  | — | ​ |  | (22.4) | ​ |  | (22.4)
Balance at June 30, 2025 |  | 31.8 | ​ | ​ | 23.8 |  | ​ | 288.0 | ​ | ​ | (6.3) | ​ | ​ | 2,312.5 | ​ | ​ | 2,618.0
Net income |  | — | ​ |  | — |  |  | — | ​ |  | — | ​ |  | 134.7 | ​ |  | 134.7
Other comprehensive income (loss), net of tax |  | — | ​ |  | — |  |  | — | ​ |  | (2.3) | ​ |  | — | ​ |  | (2.3)
Share-based compensation |  | — | ​ |  | — |  | ​ | 5.3 | ​ |  | — | ​ |  | — | ​ |  | 5.3
Shares repurchased |  | (0.6) | ​ | ​ | (0.4) | ​ | ​ | (1.7) | ​ | ​ | — | ​ | ​ | (64.3) | ​ | ​ | (66.4)
Balance at September 30, 2025 |  | 31.2 | ​ | $ | 23.4 |  | $ | 291.6 | ​ | $ | (8.6) | ​ | $ | 2,382.9 | ​ | $ | 2,689.3

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Common Stock | ​ | Additional | ​ | Other | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Stated | ​ | Paid In | ​ | Comprehensive | ​ | Retained | ​ | ​ | ​
(In millions, except per share amounts) |  | Shares |  | Value |  | Capital |  | Income (Loss) |  | Earnings |  | Total
Balance at December 31, 2023 |  | 34.4 | ​ | $ | 25.8 |  | $ | 293.4 | ​ | $ | (8.2) | ​ | $ | 2,089.7 | ​ | $ | 2,400.7
Net income |  | — | ​ |  | — |  |  | — | ​ |  | — | ​ |  | 36.1 | ​ |  | 36.1
Other comprehensive income (loss), net of tax |  | — | ​ |  | — |  |  | — | ​ |  | (1.6) | ​ |  | — | ​ |  | (1.6)
Share-based compensation |  | — | ​ |  | — |  |  | 5.7 | ​ |  | — | ​ |  | — | ​ |  | 5.7
Shares issued, net of shares withheld for employee taxes |  | 0.2 | ​ | ​ | 0.1 |  |  | (17.3) | ​ |  | — | ​ |  | — | ​ |  | (17.2)
Shares repurchased |  | (0.4) | ​ | ​ | (0.3) | ​ | ​ | (1.6) | ​ | ​ | — | ​ | ​ | (47.0) | ​ | ​ | (48.9)
Equity interest in SSAT (See Note 4) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 10.1 | ​ | ​ | 10.1
Dividends ($0.32 per share) |  | — | ​ |  | — |  |  | — | ​ |  | — | ​ |  | (11.1) | ​ |  | (11.1)
Balance at March 31, 2024 |  | 34.2 | ​ | ​ | 25.6 |  | ​ | 280.2 | ​ | ​ | (9.8) | ​ | ​ | 2,077.8 | ​ | ​ | 2,373.8
Net income |  | — | ​ |  | — |  |  | — | ​ |  | — | ​ |  | 113.2 | ​ |  | 113.2
Other comprehensive income (loss), net of tax | ​ | — | ​ |  | — |  |  | — | ​ |  | (0.4) | ​ |  | — | ​ |  | (0.4)
Share-based compensation |  | — | ​ |  | — |  |  | 6.3 | ​ |  | — | ​ |  | — | ​ |  | 6.3
Shares issued, net of shares withheld for employee taxes |  | — | ​ |  | — |  |  | 0.2 | ​ |  | — | ​ |  | — | ​ |  | 0.2
Shares repurchased |  | (0.6) | ​ | ​ | (0.4) | ​ | ​ | (2.0) | ​ | ​ | — | ​ | ​ | (69.8) | ​ | ​ | (72.2)
Dividends ($0.32 per share and $0.34 per share) | ​ | — | ​ |  | — |  |  | — | ​ |  | — | ​ |  | (22.4) | ​ | ​ | (22.4)
Balance at June 30, 2024 |  | 33.6 | ​ | ​ | 25.2 |  | ​ | 284.7 | ​ | ​ | (10.2) | ​ | ​ | 2,098.8 | ​ | ​ | 2,398.5
Net income |  | — | ​ |  | — |  |  | — | ​ |  | — | ​ |  | 199.1 | ​ |  | 199.1
Other comprehensive income (loss), net of tax |  | — | ​ |  | — |  |  | — | ​ |  | 0.2 | ​ |  | — | ​ |  | 0.2
Share-based compensation |  | — | ​ |  | — |  |  | 7.1 | ​ |  | — | ​ |  | — | ​ |  | 7.1
Shares issued, net of shares withheld for employee taxes |  | — | ​ | ​ | — | ​ |  | (0.1) | ​ |  | — | ​ |  | — | ​ | ​ | (0.1)
Shares repurchased |  | (0.4) | ​ | ​ | (0.3) | ​ | ​ | (1.2) | ​ | ​ | — | ​ | ​ | (46.6) | ​ |  | (48.1)
Balance at September 30, 2024 | ​ | 33.2 | ​ | $ | 24.9 |  | $ | 290.5 | ​ | $ | (10.0) | ​ | $ | 2,251.3 | ​ | $ | 2,556.7

​

See Notes to Condensed Consolidated Financial Statements.

​

4

Table of Contents

MATSON, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANICAL STATEMENTS

(Unaudited)

​

1. DESCRIPTION OF THE BUSINESS

​

Matson, Inc., a holding company incorporated in the State of Hawaii, and its subsidiaries (“Matson” or the “Company”), is a leading provider of ocean transportation and logistics services. The Company consists of two segments, Ocean Transportation and Logistics.

​

Ocean Transportation: Matson’s Ocean Transportation business is conducted through Matson Navigation Company, Inc. (“MatNav”), a wholly-owned subsidiary of Matson, Inc. Founded in 1882, MatNav provides a vital lifeline of ocean freight transportation services to the domestic non-contiguous economies of Hawaii, Alaska and Guam, and to other island economies in Micronesia. MatNav also operates premium, expedited services from China to Long Beach, California, which includes transshipment of cargo from other Asia origins, provides services to Okinawa, Japan and various islands in the South Pacific, and operates an international export service from Alaska to Asia. In addition, subsidiaries of MatNav provide stevedoring, refrigerated cargo services, inland transportation and other terminal services for MatNav on the Hawaiian islands of Oahu, Hawaii, Maui and Kauai, and in Alaska.

​

Matson has a 35 percent ownership interest in SSA Terminals, LLC (“SSAT”), a joint venture between Matson Ventures, Inc., a wholly-owned subsidiary of MatNav, and SSA Ventures, Inc., a subsidiary of Carrix, Inc. SSAT currently provides terminal and stevedoring services to various carriers at eight terminal facilities on the U.S. West Coast, including three facilities dedicated for MatNav’s use. Matson records its share of income from SSAT in costs and expenses in the Condensed Consolidated Statements of Income and Comprehensive Income, and within the Ocean Transportation segment due to the nature of SSAT’s operations.

​

Logistics: Matson’s Logistics business is conducted through Matson Logistics, Inc. (“Matson Logistics”), a wholly-owned subsidiary of MatNav. Established in 1987, Matson Logistics extends the geographic reach of Matson’s transportation network throughout North America and Asia, and is an asset-light business that provides a variety of logistics services to its customers including: (i) multimodal transportation brokerage of domestic and international rail intermodal services, long-haul and regional highway trucking services, specialized hauling, flat-bed and project services, less-than-truckload services, and expedited freight services (collectively, “Transportation Brokerage” services); (ii) less-than-container load (“LCL”) consolidation and freight forwarding services (collectively, “Freight Forwarding” services); (iii) warehousing, trans-loading, value-added packaging and distribution services (collectively, “Warehousing” services); and (iv) purchase order management, booking services, and non-vessel operating common carrier (“NVOCC”) freight forwarding services (collectively, “Supply Chain Management” services).

​

​

2. GENERAL AND SIGNIFICANT ACCOUNTING POLICIES

​

Basis of Presentation: The Condensed Consolidated Financial Statements are unaudited, and include the accounts of Matson, Inc. and all wholly-owned subsidiaries, after elimination of intercompany amounts and transactions. Significant investments in businesses, partnerships, and limited liability companies in which the Company does not have a controlling financial interest, but has the ability to exercise significant influence, are accounted for under the equity method. The Company accounts for its investment in SSAT using the equity method of accounting.

​

Due to the nature of the Company’s operations, the results for interim periods are not necessarily indicative of results to be expected for the year. These Condensed Consolidated Financial Statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim periods, and do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete consolidated financial statements.

​

The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

​

5

Table of Contents

Fiscal Period: The period end for Matson covered by this report is September 30, 2025. The period end for MatNav and its subsidiaries covered by this report is September 26, 2025.

​

Significant Accounting Policies: The Company’s significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

​

Use of Estimates: The preparation of the interim Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported. Estimates and assumptions are used for but not limited to: impairment of investments; impairment of long-lived assets, intangible assets and goodwill; capitalized interest; allowance for doubtful accounts and other receivables; legal contingencies; insurance reserves and other related liabilities; accrual estimates; pension and post-retirement estimates; multi-employer withdrawal liabilities; operating lease assets and liabilities; income (loss) from SSAT including estimates for impairment charges; and income taxes. Future results could be materially affected if actual results differ from these estimates and assumptions.

​

Prepaid Expenses and Other Assets: Prepaid expenses and other assets consisted of the following at September 30, 2025 and December 31, 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
Prepaid Expenses and Other Assets (in millions) |  | 2025 |  | 2024
Vessel fuel | ​ | $ | 31.0 | ​ | $ | 31.2
Prepaid insurance and insurance related receivables | ​ |  | 19.6 | ​ |  | 19.1
Prepaid operating expenses | ​ | ​ | 12.1 | ​ | ​ | 8.8
Other prepaid expenses | ​ | ​ | 10.9 | ​ | ​ | 9.9
Other assets | ​ |  | 2.7 | ​ |  | 4.9
Total | ​ | $ | 76.3 | ​ | $ | 73.9

​

Recognition of Revenues and Expenses: Revenue in the Company’s Condensed Consolidated Financial Statements is presented net of elimination of intercompany transactions. The following is a description of the Company’s principal revenue generating activities by segment, and the Company’s revenue recognition policy for each activity for the periods presented:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended |  | Nine Months Ended
​ | ​ | September 30, |  | September 30,
Ocean Transportation (in millions) (1) | ​ | 2025 |  | 2024 |  | 2025 |  | 2024
Ocean Transportation services | ​ | $ | 713.4 | ​ | $ | 787.9 | ​ | $ | 2,017.3 | ​ | $ | 2,027.9
Terminal and other related services | ​ | ​ | 1.9 | ​ | ​ | 7.4 | ​ | ​ | 6.3 | ​ | ​ | 27.1
Fuel sales | ​ | ​ | 3.0 | ​ | ​ | 3.3 | ​ | ​ | 7.7 | ​ | ​ | 9.3
Vessel management and related services | ​ | ​ | — | ​ | ​ | 0.1 | ​ | ​ | — | ​ | ​ | 3.3
Total | ​ | $ | 718.3 | ​ | $ | 798.7 | ​ | $ | 2,031.3 | ​ | $ | 2,067.6

(1) | Ocean Transportation revenue transactions are primarily denominated in U.S. dollars except for less than 3 percent of Ocean Transportation services revenue and fuel sales revenue categories which are denominated in foreign currencies.

​

◾ | Ocean Transportation services revenue is recognized ratably over the duration of a voyage based on the relative transit time completed in each reporting period. Vessel operating costs and other ocean transportation operating costs, such as terminal operating overhead and general and administrative expenses, are charged to operating costs as incurred.

◾ | Terminal and other related services revenue is recognized as the services are performed. Related costs are recognized as incurred.

◾ | Fuel sales revenue and related costs are recognized when the Company has completed delivery of the product to the customer in accordance with the terms and conditions of the contract.

◾ | Vessel management and related services revenue is recognized in proportion to the services completed. Related costs are recognized as incurred. In July 2024, the Company discontinued its vessel management and related services.

​

​

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended |  | Nine Months Ended
​ | ​ | September 30, |  | September 30,
Logistics (in millions) (1) | ​ | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024
Transportation Brokerage and Freight Forwarding services | ​ | $ | 142.3 | ​ | $ | 143.1 | ​ | $ | 406.8 | ​ | $ | 409.7
Warehousing services | ​ | ​ | 10.7 | ​ | ​ | 10.6 | ​ | ​ | 29.7 | ​ | ​ | 30.0
Supply Chain Management services | ​ |  | 8.8 | ​ |  | 9.6 | ​ |  | 24.8 | ​ |  | 24.2
Total | ​ | $ | 161.8 | ​ | $ | 163.3 | ​ | $ | 461.3 | ​ | $ | 463.9

(1) | Logistics revenue transactions are primarily denominated in U.S. dollars except for less than 3 percent of Transportation Brokerage and Freight Forwarding services revenue, and Supply Chain Management services revenue categories which are denominated in foreign currencies.

​

◾ | Transportation Brokerage and Freight Forwarding services revenue consists of amounts billed to customers for services provided. The primary costs include third-party purchased transportation services, agent commissions, labor and equipment. Revenue and the related purchased third-party transportation costs are recognized over the duration of a delivery based upon the relative transit time completed in each reporting period. Labor, agent commissions, and other operating costs are expensed as incurred. The Company reports revenue on a gross basis as the Company serves as the principal in these transactions because it is responsible for fulfilling the contractual arrangements with the customer and has latitude in establishing prices.

◾ | Warehousing services revenue consist of amounts billed to customers for storage, handling, and value-added packaging of customer merchandise. Storage revenue is recognized in the month the service is provided to the customer. Storage related costs are recognized as incurred. Other Warehousing services revenue and related costs are recognized in proportion to the services performed.

◾ | Supply Chain Management and other services revenue, and related costs are recognized in proportion to the services performed.

​

The Company generally invoices its customers at the commencement of the voyage or the transportation service being provided, or as other services are being performed. Revenue is deferred when services are invoiced in advance to the customer. The Company’s receivables are classified as short-term as collection terms are for periods of less than one year. The Company expenses sales commissions and contract acquisition costs as incurred because the amounts are generally immaterial. These expenses are included in general and administrative expenses in the Condensed Consolidated Statements of Income and Comprehensive Income.

​

Capitalized Interest: The Company capitalizes interest costs during the period as the qualified assets are being readied for their intended use. The Company determined that vessel construction costs are considered qualifying assets for the purposes of capitalizing interest on these assets. The amount of capitalized interest is calculated based on the amount of expenditures incurred related to the construction of these vessels using a weighted average interest rate. The weighted average interest rate is determined using the Company’s average borrowings outstanding during the period. Capitalized interest is included in vessel construction in progress in property and equipment in the Company’s Condensed Consolidated Balance Sheets (see Note 5). The Company capitalized $1.0 million and $1.2 million of interest related to the construction of new vessels for the three months ended September 30, 2025 and 2024, and $3.1 million and $3.0 million for the nine months ended September 30, 2025 and 2024, respectively.

​

Dividends: The Company’s third quarter 2025 cash dividend of $0.36 per share was paid on September 4, 2025. On October 23, 2025, the Company’s Board of Directors declared a cash dividend of $0.36 per share payable on December 4, 2025 to shareholders of record on November 6, 2025.

​

Repurchase of Shares: During the three and nine months ended September 30, 2025, the Company repurchased approximately 0.6 million and 2.0 million shares for a total cost of $66.4 million and $229.3 million, respectively. During the three and nine months ended September 30, 2024, the Company repurchased approximately 0.4 million and 1.4 million shares for a total cost of $48.1 million and $169.2 million, respectively. As of September 30, 2025, the maximum number of remaining shares that may be repurchased under the Company’s share repurchase program was approximately 1.9 million shares.

​

Income taxes: On July 4, 2025, new legislation commonly referred to as the One Big Beautiful Bill Act (the “Act”) was signed into law. Among other things, the Act provides for numerous changes to existing tax law including extending or making permanent certain tax provisions of the Tax Cuts and Jobs Act of 2017 that were set to expire. Certain provisions of the Act are effective in fiscal 2025, while others are effective in fiscal 2026 and future years. The application of the Act did not have a material impact on the Company’s effective tax rate during the three and nine

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months ended September 30, 2025. The Company is currently evaluating the effects of the Act on the Company’s income taxes for future periods, but does not expect that it will have a material impact on the Company’s effective tax rate for fiscal 2025.

​

Reclassification: The Company reclassified amortization of deferred loan fees of $1.3 million from Depreciation and amortization to Other within cash flows from operating activities in the Consolidated Statements of Cash Flows for the nine months ended September 30, 2024, to conform to current year cash flow presentation. There were no changes in Net cash provided by operating activities as a result of this reclassification for the nine months ended September 30, 2024.

​

New Accounting Pronouncements: In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires disclosure of certain expenses in the financial statements including employee compensation and depreciation and amortization of intangible assets on an annual and interim basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. ASU 2024-03 can be adopted either: (i) prospectively to the financial statements issued for reporting periods after the effective date of the ASU or (ii) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the effects of adopting ASU 2024-03 but does not expect it will have a material impact on the Company’s consolidated financial statements.

​

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. The Company is currently evaluating the effects of adopting ASU 2023-09 but does not expect it to have a material impact on the Company’s consolidated financial statements.

​

​

​

3. REPORTABLE SEGMENTS

​

Reportable segments are components of an enterprise that engage in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Company’s CODM is its Chief Executive Officer.

​

The Company identified two reportable segments on the basis of internal information provided to the CODM: Ocean Transportation and Logistics which are described in Note 1. Each segment is managed separately based upon fundamental differences in the operations of each segment. The Company’s Ocean Transportation service primarily involves the transportation of customer cargo on Company owned and chartered vessels. The Company’s Logistics service provides customers with logistics solutions primarily using third-party purchased transportation. The Company’s CODM assesses the performance of each segment using operating income. The Company’s CODM reviews the performance of each segment using monthly internal reports which provide variance analysis of actual results by segment compared to budget, forecast and prior year. The Company’s CODM uses this information when making decisions about the allocation of operating and capital resources to each segment. Segment balance sheet information is not provided to the CODM as capital decisions are based upon the Company’s consolidated balance sheet.

​

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Reportable segment financial information for the three months ended September 30, 2025 and 2024 are as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Three Months Ended
​ | ​ | September 30, 2025 | ​ | September 30, 2024
(In millions) |  | Ocean Transportation |  | Logistics | ​ | Total |  | Ocean Transportation |  | Logistics |  | Total
Operating Revenue (1)(2) | ​ | $ | 718.3 | ​ | $ | 161.8 | ​ | $ | 880.1 | ​ | $ | 798.7 | ​ | $ | 163.3 | ​ | $ | 962.0
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating Expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating costs: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Direct cargo expense | ​ | ​ | (258.2) | ​ | ​ | — | ​ | ​ | (258.2) | ​ | ​ | (253.7) | ​ | ​ | — | ​ | ​ | (253.7)
Vessel operating expense | ​ | ​ | (146.4) | ​ | ​ | — | ​ | ​ | (146.4) | ​ | ​ | (144.9) | ​ | ​ | — | ​ | ​ | (144.9)
Operating overhead (3) | ​ | ​ | (83.0) | ​ | ​ | — | ​ | ​ | (83.0) | ​ | ​ | (86.8) | ​ | ​ | — | ​ | ​ | (86.8)
Direct operating costs | ​ | ​ | — | ​ | ​ | (131.4) | ​ | ​ | (131.4) | ​ | ​ | — | ​ | ​ | (131.0) | ​ | ​ | (131.0)
Depreciation and amortization | ​ | ​ | (39.0) | ​ | ​ | (3.1) | ​ | ​ | (42.1) | ​ | ​ | (35.0) | ​ | ​ | (2.9) | ​ | ​ | (37.9)
Total operating costs | ​ | ​ | (526.6) | ​ | ​ | (134.5) | ​ | ​ | (661.1) | ​ | ​ | (520.4) | ​ | ​ | (133.9) | ​ | ​ | (654.3)
Income from SSAT | ​ | ​ | 9.3 | ​ | ​ | — | ​ | ​ | 9.3 | ​ | ​ | 6.9 | ​ | ​ | — | ​ | ​ | 6.9
General and administrative | ​ |  | (53.6) | ​ |  | (13.7) | ​ |  | (67.3) | ​ |  | (58.3) | ​ |  | (14.0) | ​ |  | (72.3)
Total Costs and Expenses | ​ | ​ | (570.9) | ​ | ​ | (148.2) | ​ | ​ | (719.1) | ​ | ​ | (571.8) | ​ | ​ | (147.9) | ​ | ​ | (719.7)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating Income: | ​ | $ | 147.4 | ​ | $ | 13.6 | ​ | ​ | 161.0 | ​ | $ | 226.9 | ​ | $ | 15.4 | ​ | ​ | 242.3
Interest income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 7.6 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 10.4
Interest expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (1.8) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (1.8)
Other income (expense), net | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 2.1 | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 1.9
Income before Taxes | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 168.9 | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 252.8
Income taxes | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (34.2) | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (53.7)
Net Income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 134.7 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 199.1
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Capital Expenditures (4) | ​ | $ | 79.4 | ​ | $ | 3.8 | ​ | $ | 83.2 | ​ | $ | 58.1 | ​ | $ | 1.5 | ​ | $ | 59.6

(1) | Ocean Transportation operating revenue excludes inter-segment revenue of $25.9 million and $26.7 million for the three months ended September 30, 2025 and 2024, respectively.

(2) | Logistics operating revenue excludes inter-segment revenue of $38.0 million and $46.1 million for the three months ended September 30, 2025 and 2024, respectively.

(3) | Ocean Transportation operating overhead includes dry-docking amortization of $7.1 million and $7.3 million for the three months ended September 30, 2025 and 2024, respectively.

(4) | Capital expenditures exclude accrued capital expenditures of $7.1 million and $26.9 million as of September 30, 2025 and 2024, respectively.

​

Reportable segment financial information for the nine months ended September 30, 2025 and 2024 are as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended | ​ | Nine Months Ended
​ | ​ | September 30, 2025 | ​ | September 30, 2024
(In millions) |  | Ocean Transportation |  | Logistics | ​ | Total |  | Ocean Transportation |  | Logistics |  | Total
Operating Revenue (5)(6) | ​ | $ | 2,031.3 | ​ | $ | 461.3 | ​ | $ | 2,492.6 | ​ | $ | 2,067.6 | ​ | $ | 463.9 | ​ | $ | 2,531.5
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating Expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating costs: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Direct cargo expense | ​ | ​ | (746.1) | ​ | ​ | — | ​ | ​ | (746.1) | ​ | ​ | (727.4) | ​ | ​ | — | ​ | ​ | (727.4)
Vessel operating expense | ​ | ​ | (444.4) | ​ | ​ | — | ​ | ​ | (444.4) | ​ | ​ | (454.8) | ​ | ​ | — | ​ | ​ | (454.8)
Operating overhead (7) | ​ | ​ | (256.5) | ​ | ​ | — | ​ | ​ | (256.5) | ​ | ​ | (245.4) | ​ | ​ | — | ​ | ​ | (245.4)
Direct operating costs | ​ | ​ | — | ​ | ​ | (371.7) | ​ | ​ | (371.7) | ​ | ​ | — | ​ | ​ | (372.4) | ​ | ​ | (372.4)
Depreciation and amortization | ​ | ​ | (114.2) | ​ | ​ | (9.7) | ​ | ​ | (123.9) | ​ | ​ | (104.2) | ​ | ​ | (9.2) | ​ | ​ | (113.4)
Total operating costs | ​ | ​ | (1,561.2) | ​ | ​ | (381.4) | ​ | ​ | (1,942.6) | ​ | ​ | (1,531.8) | ​ | ​ | (381.6) | ​ | ​ | (1,913.4)
Income from SSAT | ​ | ​ | 23.2 | ​ | ​ | — | ​ | ​ | 23.2 | ​ | ​ | 8.5 | ​ | ​ | — | ​ | ​ | 8.5
General and administrative | ​ |  | (173.7) | ​ |  | (43.4) | ​ |  | (217.1) | ​ |  | (180.8) | ​ |  | (42.0) | ​ |  | (222.8)
Total Costs and Expenses | ​ | ​ | (1,711.7) | ​ | ​ | (424.8) | ​ | ​ | (2,136.5) | ​ | ​ | (1,704.1) | ​ | ​ | (423.6) | ​ | ​ | (2,127.7)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating Income: | ​ | $ | 319.6 | ​ | $ | 36.5 | ​ | ​ | 356.1 | ​ | $ | 363.5 | ​ | $ | 40.3 | ​ | ​ | 403.8
Interest income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 25.0 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 38.0
Interest expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (5.2) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (6.1)
Other income (expense), net | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 6.9 | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 5.5
Income before Taxes | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 382.8 | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 441.2
Income taxes | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (81.1) | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (92.8)
Net Income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 301.7 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 348.4
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Capital Expenditures (8) | ​ | $ | 252.6 | ​ | $ | 6.1 | ​ | $ | 258.7 | ​ | $ | 177.0 | ​ | $ | 7.7 | ​ | $ | 184.7

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(5) | Ocean Transportation operating revenue excludes inter-segment revenue of $72.8 million and $69.2 million for the nine months ended September 30, 2025 and 2024, respectively.

(6) | Logistics operating revenue excludes inter-segment revenue of $107.6 million and $112.0 million for the nine months ended September 30, 2025 and 2024, respectively.

(7) | Ocean Transportation operating overhead includes dry-docking amortization of $20.7 million and $21.0 million for the nine months ended September 30, 2025 and 2024, respectively.

(8) | Capital expenditures exclude accrued capital expenditures of $7.1 million and $26.9 million as of September 30, 2025 and 2024, respectively.

​

Ocean Transportation’s operating expenses includes the following:

● | Operating costs includes:

| o | Direct cargo expense includes terminal handling costs including labor and wharfage, outside purchased transportation and other related costs.

| o | Vessel operating expense includes crew wages and related costs; fuel; pilots, tugs, lines and related costs; vessel charter expenses; and other vessel operating related expenses.

| o | Operating overhead expense includes vessel repair and maintenance costs, inactive vessel costs, dry-docking amortization, equipment lease costs, equipment repair costs, vessel insurance, port engineers and other maintenance costs, other vessel and shoreside related overhead and other indirect costs.

| o | Depreciation and amortization expense includes depreciation of property and equipment and amortization of intangible assets.

● | Income from SSAT includes the Company’s share of income from its equity investment in SSAT and has been aggregated into the Ocean Transportation segment due to the operations of SSAT being an integral part of the Company’s Ocean Transportation business (see Note 4).

● | General and administrative expense includes employee salaries, wages and other related costs, equipment maintenance, computer hardware and software, professional fees and other general and administrative expenses.

​

Logistics’ operating expenses includes the following:

● | Operating costs includes:

| o | Direct operating expense includes transportation costs, transportation brokerage expenses, agency commissions, leases of warehouses, cross-dock and other facility operating costs, wages and other related costs, and other operating overhead.

| o | Depreciation and amortization expense includes depreciation of property and equipment and amortization of intangible assets.

● | General and administrative expense includes employee salaries, wages and other related costs, computer hardware and software, professional fees and other general and administrative expenses.

​

The Company’s Ocean Transportation segment provides ocean transportation services to the Logistics segment, and the Logistics segment provides logistics services to the Ocean Transportation segment in certain transactions. Accordingly, inter-segment revenue of $63.9 million and $72.8 million for the three months ended September 30, 2025 and 2024, and $180.4 million and $181.2 million for the nine months ended September 30, 2025 and 2024, respectively, have been eliminated from consolidated operating revenues. In arrangements where the customer purchases ocean transportation and logistics services, the revenues are allocated to each reportable segment based upon the contractual amounts for each type of service.

​

​

4. INVESTMENT IN SSAT

​

The Company’s investment in SSAT is described in Note 4 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Condensed income statement information for SSAT for the three and nine months ended September 30, 2025 and 2024 consisted of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended |  | Nine Months Ended |
​ | ​ | September 30, |  | September 30, |
(In millions) | ​ | 2025 |  | 2024 |  | 2025 |  | 2024 |
Operating revenue | ​ | $ | 329.5 | ​ | $ | 320.8 | ​ | $ | 948.7 | ​ | $ | 865.0 | ​
Operating costs and expenses | ​ | ​ | (311.8) | ​ | ​ | (301.3) | ​ | ​ | (903.9) | ​ | ​ | (858.2) | ​
Operating income (loss) | ​ | ​ | 17.7 | ​ | ​ | 19.5 | ​ | ​ | 44.8 | ​ | ​ | 6.8 | ​
SSAT’s Net Income (Loss) (1) | ​ | $ | 22.8 | ​ | $ | 21.6 | ​ | $ | 59.2 | ​ | $ | 19.9 | ​
Company’s Share of SSAT’s Net Income (Loss) (2) | ​ | $ | 9.3 | ​ | $ | 6.9 | ​ | $ | 23.2 | ​ | $ | 8.5 | ​

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(1) | Includes earnings and losses from equity method investment held by SSAT less earnings and losses allocated to non-controlling interests.

(2) | The Company records its share of net income (loss) from SSAT in costs and expenses in the Condensed Consolidated Statement of Income and Comprehensive Income due to the nature of SSAT’s operations.

​

The Company’s investment in SSAT was $107.2 million and $84.1 million at September 30, 2025 and December 31, 2024, respectively.

​

On March 1, 2024, SSAT completed the sale of 25 percent of its equity interest in SSA Terminals (Seattle Terminals), LLC (“SSAT ST”) to a third-party company. After the completion of this transaction, SSAT retains a 50 percent controlling interest in SSAT ST, while the third-party company increased its non-controlling interest to 50 percent in SSAT ST. As a result of this transaction during the three months ended March 31, 2024, the Company recorded an increase in its investment in SSAT of approximately $13.2 million and increase in deferred income taxes of $3.1 million, and a corresponding increase in retained earnings of $10.1 million.

​

​

5. PROPERTY AND EQUIPMENT

​

Property and equipment as of September 30, 2025 and December 31, 2024 consisted of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
(In millions) |  | 2025 |  | 2024
Cost: | ​ | ​ | ​ | ​ | ​ | ​
Vessels | ​ | $ | 2,502.7 | ​ | $ | 2,475.2
Containers and equipment | ​ | ​ | 942.7 | ​ | ​ | 883.8
Terminal equipment and other property | ​ | ​ | 171.0 | ​ | ​ | 152.3
New vessel construction in progress | ​ | ​ | 340.5 | ​ | ​ | 198.8
Other construction in progress | ​ | ​ | 40.2 | ​ | ​ | 42.6
Total Property and Equipment | ​ | ​ | 3,997.1 | ​ | ​ | 3,752.7
Less: Accumulated Depreciation | ​ | ​ | (1,588.8) | ​ | ​ | (1,491.8)
Total Property and Equipment, net | ​ | $ | 2,408.3 | ​ | $ | 2,260.9

​

​

​

New vessel construction in progress at September 30, 2025 and December 31, 2024 includes milestone progress payments, capitalized interest and other costs related to the construction of three new Jones Act vessels.

​

​

6. GOODWILL AND INTANGIBLES

​

Goodwill by segment as of September 30, 2025 and December 31, 2024 consisted of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Ocean | ​ | ​ | ​ | ​ | ​ | ​ |
(In millions) |  | Transportation |  | Logistics |  | Total |
Goodwill | ​ | $ | 222.6 | ​ | $ | 105.2 | ​ | $ | 327.8 | ​

​

​

Intangible assets as of September 30, 2025 and December 31, 2024 consisted of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31, | ​
(In millions) |  | 2025 |  | 2024 | ​
Customer Relationships: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ocean Transportation | ​ | $ | 140.6 | ​ | $ | 140.6 | ​
Logistics | ​ | ​ | 106.7 | ​ | ​ | 106.2 | ​
Total | ​ | ​ | 247.3 | ​ | ​ | 246.8 | ​
Less: Accumulated Amortization | ​ | ​ | (124.9) | ​ | ​ | (114.7) | ​
Total Customer Relationships, net | ​ | ​ | 122.4 | ​ | ​ | 132.1 | ​
Trade name – Logistics | ​ | ​ | 27.3 | ​ | ​ | 27.3 | ​
Total Intangible Assets, net | ​ | $ | 149.7 | ​ | $ | 159.4 | ​

​

The Company evaluates its goodwill and intangible assets for possible impairment in the fourth quarter, or whenever events or changes in circumstances indicate that it is more likely than not that the fair value is less than its carrying

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amount. The Company has reporting units within the Ocean Transportation and Logistics reportable segments. The Company considered the general economic and market conditions and its impact on the performance of each of the Company’s reporting units. Based on the Company’s assessment of its market capitalization, future forecasts and the amount of excess of fair value over the carrying value of the reporting units in the 2024 annual impairment tests, the Company concluded that an impairment triggering event did not occur during the three and nine months ended September 30, 2025.

​

The Company continues to monitor events and changes in circumstances that could negatively impact the key assumptions used in determining the fair value, including the amount and timing of estimated future cash flows generated by the reporting units, long-term growth and discount rates, comparable company market valuations, and industry and economic trends, including the impact of tariffs. It is possible that future changes in such circumstances, including future changes in the assumptions and estimates used in assessing the fair value of the reporting unit, could require the Company to record a non-cash impairment charge.

​

​

7. CAPITAL CONSTRUCTION FUND

​

The Capital Construction Fund (“CCF”) is described in Note 7 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. A summary of the activities within the CCF cash and cash equivalents, and investments account for the nine months ended September 30, 2025 and 2024 consisted of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended
​ | ​ | September 30,
(In millions) |  | 2025 |  | 2024
CCF Cash and Cash Equivalents: | ​ | ​ | ​ | ​ | ​ | ​
CCF cash and cash equivalents balance at beginning of period | ​ | $ | 230.7 | ​ | $ | 599.4
Cash deposits into the CCF | ​ | ​ | — | ​ | ​ | 50.0
Cash withdrawal for the purchase of U.S. Treasury debt securities and accrued interest | ​ | ​ | — | ​ | ​ | (449.8)
Proceeds from U.S. Treasury debt securities at maturity | ​ | ​ | 168.4 | ​ | ​ | —
Interest income on cash and cash equivalents, and CCF investments | ​ | ​ | 13.4 | ​ | ​ | 14.9
Repurchase of assigned accounts receivable | ​ | ​ | 100.7 | ​ | ​ | —
Qualifying withdrawal payments for vessel construction expenditures | ​ | ​ | (136.5) | ​ | ​ | (35.8)
Total CCF cash and cash equivalents balance at end of period | ​ | ​ | 376.7 | ​ | ​ | 178.7
​ | ​ | ​ | ​ | ​ | ​ | ​
CCF Investments: | ​ | ​ | ​ | ​ | ​ | ​
CCF investments balance at beginning of period | ​ | ​ | 411.9 | ​ | ​ | —
Purchase of U.S. Treasury debt securities | ​ | ​ | — | ​ | ​ | 448.1
Sale of U.S. Treasury debt securities at maturity | ​ | ​ | (168.4) | ​ | ​ | —
Accretion of investments | ​ | ​ | 7.7 | ​ | ​ | 8.6
Total CCF investments balance at end of period | ​ | ​ | 251.2 | ​ | ​ | 456.7
Total CCF cash and cash equivalents, and investments balance at end of period | ​ | $ | 627.9 | ​ | $ | 635.4

​

CCF Cash and Cash Equivalents: Cash on deposit in the CCF account is invested in a short-term U.S. Treasury obligations fund with daily liquidity. At September 30, 2025, these short-term securities had a weighted average life of 108 days.

​

CCF Investments: In February 2024, the Company purchased approximately $448.1 million of fixed-rate U.S. Treasuries with accrued interest of $1.7 million using CCF cash. The fixed-rate debt securities were purchased at a discount and have various maturity dates of less than 2 years. The cost of these investments accretes to face value on a straight-line basis until maturity. Such accretion is included in interest income in the Condensed Consolidated Statements of Income and Comprehensive Income.

​

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As of September 30, 2025, CCF investments maturities are as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of
​ | ​ | September 30, 2025
Year (in millions) |  | Cost | ​ | Fair Value
Remainder of 2025 | ​ | $ | 27.0 | ​ | $ | 27.0
2026 | ​ |  | 171.8 | ​ |  | 172.4
2027 | ​ |  | 52.4 | ​ |  | 52.8
Total CCF investments | ​ | $ | 251.2 | ​ | $ | 252.2

​

CCF cash and cash equivalents, and investments are classified as a long-term asset in the Company’s Condensed Consolidated Balance Sheets as the Company intends to use withdrawals to fund qualified milestone progress payments for the construction of three new Jones Act vessels.

​

CCF Assigned Accounts Receivable: As of September 30, 2025 and December 31, 2024, eligible accounts receivable of $81.2 million and $178.1 million were assigned to the CCF, respectively. Due to the nature of the assignment of eligible accounts receivable into the CCF, such assigned amounts are classified as part of accounts receivable in the Condensed Consolidated Balance Sheets.

​

​

8. DEBT

​

As of September 30, 2025 and December 31, 2024, the Company’s debt consisted of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
(In millions) |  | 2025 |  | 2024
Private Placement Term Loans: | ​ | ​ | ​ | ​ | ​ | ​
3.37 %, payable through 2027 | ​ | $ | 28.8 | ​ | $ | 34.6
3.14 %, payable through 2031 | ​ | ​ | 85.8 | ​ | ​ | 100.1
Title XI Debt: | ​ | ​ | ​ | ​ | ​ | ​
1.22 %, payable through 2043 | ​ | ​ | 146.4 | ​ | ​ | 150.3
1.35 %, payable through 2044 | ​ | ​ | 109.9 | ​ | ​ | 115.9
Revolving credit facility, maturity date of July 23, 2030 | ​ |  | — | ​ |  | —
Total Debt | ​ |  | 370.9 | ​ |  | 400.9
Less: Current portion | ​ |  | (39.7) | ​ |  | (39.7)
Total Long-term Debt | ​ | ​ | 331.2 | ​ | ​ | 361.2
Less: Deferred loan fees | ​ | ​ | (9.7) | ​ |  | (10.4)
Total Long-term Debt, net of deferred loan fees | ​ | $ | 321.5 | ​ | $ | 350.8

​

Except as described below, the Company’s debt is described in Note 8 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

​

Private Placement Term Loans: In September 2016, the Company issued $200.0 million of 15-year senior unsecured notes (the “Series D Notes”) at an interest rate of 3.14 percent, payable semi-annually. In December 2016, the Company issued $75 million of 11-year senior unsecured notes at an interest rate of 3.37 percent, payable semi-annually.

​

Revolving Credit Facility: On July 23, 2025, the Company entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which provides for a five-year revolving credit facility, and $550 million in loan commitments, with an uncommitted $300 million increase option. The Credit Agreement also amended certain covenants and other terms including (i) amending the pricing grid to provide for pricing ranging from, at the Company’s election, Secured Overnight Financing Rate (“SOFR”) plus a margin between 1.125 percent and 1.75 percent depending on the Company’s consolidated net leverage ratio, or base rate plus a margin between 0.125 percent and 0.75 percent depending on the Company’s consolidated net leverage ratio; and (ii) eliminating the minimum consolidated interest coverage ratio financial covenant. The Company may prepay any amount outstanding under the Credit Agreement without premium or penalty, in accordance with the terms of the Credit Agreement. The Credit Agreement contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, and transactions with affiliates. The Credit Agreement also contains customary events of default.

​

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As of September 30, 2025, the Company had $544.0 million of remaining borrowing availability under the $550 million revolving credit facility then in effect. The Company used $6.0 million of the revolving credit facility for letters of credit outstanding as of September 30, 2025. Borrowings under the revolving credit facility are classified as long-term debt in the Company’s Consolidated Balance Sheets, as principal payments are not required until the maturity date.

​

Amendments to Existing Private Placement Term Loan Facilities and New Shelf Facilities (“Private Loan Facilities”): On July 23, 2025, the Company and the holders of the Private Loan Facilities entered into amendments (collectively, the “2025 Note Amendments”) to each of (i) the Third Amended and Restated Note Purchase Agreement and Private Shelf Agreement dated as of September 14, 2016, among the Company and the holders of the notes issued thereunder, as amended; and (ii) the Note Purchase Agreement dated December 21, 2016, in each case as amended prior to such date. The 2025 Note Amendments provide for amendments to certain covenants and other terms, including eliminating the minimum consolidated interest coverage ratio financial covenant.

​

Debt Maturities: As of September 30, 2025, debt maturities are as follows:

​

​ | ​ | ​ | ​
​ | ​ | As of
Year (in millions) |  | September 30, 2025
Remainder of 2025 | ​ | $ | 9.7
2026 | ​ |  | 39.7
2027 | ​ |  | 39.7
2028 | ​ |  | 28.2
2029 | ​ |  | 28.2
Thereafter | ​ |  | 225.4
Total Debt | ​ | $ | 370.9

​

Deferred Loan Fees: Activity relating to deferred loan fees excluding those related to the Company’s revolving credit facility for the nine months ended September 30, 2025 are as follows:

​

​ | ​ | ​ | ​
Deferred Loan Fees (in millions) |  | Amount
Balance at December 31, 2024 | ​ | $ | 10.4
Payments of deferred loan fees | ​ | ​ | 0.1
Amortization expense for the nine months ended September 30, 2025 | ​ |  | (0.8)
Balance at September 30, 2025 | ​ | $ | 9.7

​

As of September 30, 2025, amortization expense relating to deferred loan fees excluding those related to the Company’s revolving credit facility during the next five years and thereafter are as follows:

​

​ | ​ | ​ | ​
Year (in millions) |  | Amount
Remainder of 2025 | ​ | $ | 0.3
2026 | ​ |  | 1.0
2027 | ​ |  | 1.0
2028 | ​ |  | 0.9
2029 | ​ |  | 0.8
Thereafter | ​ |  | 5.7
Total amortization expense of deferred loan fees | ​ | $ | 9.7

​

Revolving Credit Facility Deferred Loan Fees: Deferred loan fees related to the Company’s revolving credit facility are recorded in other long-term assets in the Company’s Condensed Consolidated Balance Sheets and are amortized using the straight-line method, as the difference between that method and the use of the effective interest method is not material. Deferred loan fees related to the Company’s revolving credit facility was $2.2 million and $0.7 million at September 30, 2025 and December 31, 2024, respectively. During the three and nine months ended September 30, 2025, the Company paid $2.0 million related to the amendment of the revolving credit facility.

​

​

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9. LEASES

​

The Company’s leases are described in Note 9 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

​

Components of Lease Cost: Components of lease cost recorded in the Company’s Condensed Consolidated Statement of Income and Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 consisted of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | September 30, | ​ | September 30,
(In millions) |  | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024
Operating lease cost | ​ | $ | 35.6 | ​ | $ | 36.2 | ​ | $ | 109.6 | ​ | $ | 108.4
Short-term lease cost | ​ |  | 1.0 | ​ |  | 2.5 | ​ |  | 5.9 | ​ |  | 9.9
Variable lease cost | ​ |  | — | ​ |  | 0.1 | ​ |  | 0.2 | ​ |  | 0.5
Total | ​ | ​ | 36.6 | ​ | ​ | 38.8 | ​ | ​ | 115.7 | ​ | ​ | 118.8
Sublease income | ​ | ​ | (0.1) | ​ | ​ | (0.2) | ​ | ​ | (6.8) | ​ | ​ | (0.5)
Total lease cost, net | ​ | $ | 36.5 | ​ | $ | 38.6 | ​ | $ | 108.9 | ​ | $ | 118.3

​

Future minimum lease payments of operating lease liabilities that have non-cancelable lease terms in excess of one year at September 30, 2025 are as follows:

​

​ | ​ | ​ | ​
​ |  | As of
Year (in millions) |  | September 30, 2025
Remainder of 2025 | ​ | $ | 31.1
2026 | ​ |  | 119.9
2027 | ​ |  | 93.2
2028 | ​ |  | 42.9
2029 | ​ |  | 31.2
Thereafter | ​ |  | 96.4
Total lease payments | ​ | ​ | 414.7
Less: Interest | ​ | ​ | (56.9)
Present value of operating lease liabilities | ​ | ​ | 357.8
Less: Short-term portion | ​ | ​ | (117.0)
Long-term operating lease liabilities | ​ | $ | 240.8

​

​

​

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10. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

​

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the nine months ended September 30, 2025 consisted of the following:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated | ​
​ | ​ | ​ | ​ | ​ | Post- | ​ | Non- | ​ | ​ | ​ | Other | ​
​ | ​ | Pension | ​ | Retirement | ​ | Qualified | ​ | ​ | ​ | Comprehensive | ​
(In millions) |  | Benefits |  | Benefits |  | Plans |  | Other |  | Income (Loss) |
Balance at December 31, 2024 | ​ | $ | (14.0) | ​ | $ | 8.1 | ​ | $ | (0.4) | ​ | $ | (0.2) | ​ | $ | (6.5) | ​
Amortization of prior service credit | ​ | ​ | — | ​ | ​ | (0.7) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.7) | ​
Amortization of net actuarial loss | ​ | ​ | — | ​ | ​ | (0.1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.1) | ​
Foreign currency exchange | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.3 | ​ | ​ | 0.3 | ​
Other adjustments | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.2 | ​ | ​ | 0.2 | ​
Balance at March 31, 2025 | ​ | ​ | (14.0) | ​ | ​ | 7.3 | ​ | ​ | (0.4) | ​ | ​ | 0.3 | ​ | ​ | (6.8) | ​
Amortization of prior service credit | ​ | ​ | — | ​ | ​ | (0.7) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.7) | ​
Amortization of net actuarial loss | ​ | ​ | — | ​ | ​ | (0.2) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.2) | ​
Foreign currency exchange | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1.4 | ​ | ​ | 1.4 | ​
Balance at June 30, 2025 | ​ | ​ | (14.0) | ​ | ​ | 6.4 | ​ | ​ | (0.4) | ​ | ​ | 1.7 | ​ | ​ | (6.3) | ​
Amortization of prior service credit | ​ | ​ | — | ​ | ​ | (0.6) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.6) | ​
Amortization of net actuarial loss | ​ | ​ | — | ​ | ​ | (0.1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.1) | ​
Foreign currency exchange | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1.3) | ​ | ​ | (1.3) | ​
Other adjustments | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.3) | ​ | ​ | (0.3) | ​
Balance at September 30, 2025 | ​ | $ | (14.0) | ​ | $ | 5.7 | ​ | $ | (0.4) | ​ | $ | 0.1 | ​ | $ | (8.6) | ​

​

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the nine months ended September 30, 2024 consisted of the following:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated | ​
​ | ​ | ​ | ​ | ​ | Post- | ​ | Non- | ​ | ​ | ​ | Other | ​
​ | ​ | Pension | ​ | Retirement | ​ | Qualified | ​ | ​ | ​ | Comprehensive | ​
(In millions) |  | Benefits |  | Benefits |  | Plans |  | Other |  | Income (Loss) |
Balance at December 31, 2023 | ​ | $ | (20.3) | ​ | $ | 11.0 | ​ | $ | (0.2) | ​ | $ | 1.3 | ​ | $ | (8.2) | ​
Amortization of prior service credit | ​ | ​ | — | ​ | ​ | (0.7) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.7) | ​
Amortization of net actuarial gain (loss) | ​ | ​ | 0.1 | ​ | ​ | (0.2) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.1) | ​
Foreign currency exchange | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.9) | ​ | ​ | (0.9) | ​
Other adjustments | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.1 | ​ | ​ | 0.1 | ​
Balance at March 31, 2024 | ​ | ​ | (20.2) | ​ | ​ | 10.1 | ​ | ​ | (0.2) | ​ | ​ | 0.5 | ​ | ​ | (9.8) | ​
Amortization of prior service credit | ​ | ​ | — | ​ | ​ | (0.7) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.7) | ​
Amortization of net actuarial gain (loss) | ​ | ​ | 0.1 | ​ | ​ | (0.1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​
Foreign currency exchange | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.3 | ​ | ​ | 0.3 | ​
Balance at June 30, 2024 | ​ | ​ | (20.1) | ​ | ​ | 9.3 | ​ | ​ | (0.2) | ​ | ​ | 0.8 | ​ | ​ | (10.2) | ​
Amortization of prior service credit | ​ | ​ | — | ​ | ​ | (0.7) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.7) | ​
Amortization of net actuarial loss | ​ | ​ | — | ​ | ​ | (0.1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.1) | ​
Foreign currency exchange | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1.0 | ​ | ​ | 1.0 | ​
Balance at September 30, 2024 | ​ | $ | (20.1) | ​ | $ | 8.5 | ​ | $ | (0.2) | ​ | $ | 1.8 | ​ | $ | (10.0) | ​

​

​

​

​

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

​

The Company values its financial instruments based on the fair value hierarchy of valuation techniques for fair value measurements. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability. If the technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy, the lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

​

The Company uses Level 1 inputs for the fair values of its cash and cash equivalents, and CCF cash and cash equivalents and investments, and Level 2 inputs for fixed rate debt. The fair values of cash and cash equivalents, and cash and cash equivalents in the CCF approximate their carrying values due to the nature of the instruments. The fair value of

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investments in the CCF is calculated based upon quoted prices available in active markets. The fair value of fixed rate debt is calculated based upon interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements.

​

The carrying value and fair value of the Company’s financial instruments as of September 30, 2025 and December 31, 2024 are as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Quoted Prices in | ​ | Significant | ​ | Significant | ​
​ | ​ | Total | ​ | ​ | ​ | Active Markets | ​ | Observable | ​ | Unobservable | ​
​ |  | Carrying Value |  | Total |  | (Level 1) |  | Inputs (Level 2) |  | Inputs (Level 3) | ​
(In millions) | ​ | September 30, 2025 | ​ | Fair Value Measurements at September 30, 2025 | ​
Cash and cash equivalents | ​ | $ | 92.7 | ​ | $ | 92.7 | ​ | $ | 92.7 | ​ | $ | — | ​ | $ | — | ​
CCF - Cash and cash equivalent | ​ | $ | 376.7 | ​ | $ | 376.7 | ​ | $ | 376.7 | ​ | $ | — | ​ | $ | — | ​
CCF - Investments | ​ | $ | 251.2 | ​ | $ | 252.2 | ​ | $ | 252.2 | ​ | $ | — | ​ | $ | — | ​
Fixed rate debt | ​ | $ | 370.9 | ​ | $ | 302.0 | ​ | $ | — | ​ | $ | 302.0 | ​ | $ | — | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(In millions) |  | December 31, 2024 | ​ | Fair Value Measurements at December 31, 2024 | ​
Cash and cash equivalents | ​ | $ | 266.8 | ​ | $ | 266.8 |  | $ | 266.8 | ​ | $ | — | ​ | $ | — | ​
CCF - Cash and cash equivalent | ​ | $ | 230.7 | ​ | $ | 230.7 | ​ | $ | 230.7 | ​ | $ | — | ​ | $ | — | ​
CCF - Investments | ​ | $ | 411.9 | ​ | $ | 412.5 | ​ | $ | 412.5 | ​ | $ | — | ​ | $ | — | ​
Fixed rate debt | ​ | $ | 400.9 | ​ | $ | 317.7 | ​ | $ | — | ​ | $ | 317.7 | ​ | $ | — | ​

​

​

​

12. EARNINGS PER SHARE

​

Basic earnings per share is determined by dividing net income by the weighted average common shares outstanding during the period. The calculation of diluted earnings per share includes the dilutive effect of non-vested restricted stock units. The computation of weighted average common shares outstanding excluded a nominal amount of anti-dilutive restricted stock units for each period ended September 30, 2025 and 2024.

​

The computations for basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024 are as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, 2025 | ​ | Nine Months Ended September 30, 2025
​ |  | ​ | ​ |  | Weighted |  | Per |  | ​ | ​ |  | Weighted |  | Per
​ | ​ | ​ | ​ | ​ | Average | ​ | Common | ​ | ​ | ​ | ​ | Average | ​ | Common
​ | ​ | Net | ​ | Common | ​ | Share | ​ | Net | ​ | Common | ​ | Share
(In millions, except per share amounts) | ​ | Income | ​ | Shares | ​ | Amount | ​ | Income | ​ | Shares | ​ | Amount
Basic | ​ | $ | 134.7 |  | 31.5 | ​ | $ | 4.28 | ​ | $ | 301.7 |  | 32.1 | ​ | $ | 9.40
Effect of Dilutive Securities | ​ | ​ | ​ |  | 0.3 | ​ | ​ | (0.04) | ​ | ​ | ​ |  | 0.4 | ​ | ​ | (0.12)
Diluted | ​ | $ | 134.7 | ​ | 31.8 | ​ | $ | 4.24 | ​ | $ | 301.7 | ​ | 32.5 | ​ | $ | 9.28

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended September 30, 2024 | ​ | Nine Months Ended September 30, 2024
​ | ​ | ​ | ​ |  | Weighted |  | Per |  | ​ | ​ |  | Weighted |  | Per
​ | ​ | ​ | ​ | ​ | Average | ​ | Common | ​ | ​ | ​ | ​ | Average | ​ | Common
​ | ​ | Net | ​ | Common | ​ | Share | ​ | Net | ​ | Common | ​ | Share
(In millions, except per share amounts) | ​ | Income | ​ | Shares | ​ | Amount | ​ | Income | ​ | Shares | ​ | Amount
Basic | ​ | $ | 199.1 |  | 33.3 | ​ | $ | 5.98 | ​ | $ | 348.4 |  | 33.9 | ​ | $ | 10.28
Effect of Dilutive Securities | ​ | ​ | ​ |  | 0.5 | ​ | ​ | (0.09) | ​ | ​ | ​ |  | 0.5 | ​ | ​ | (0.15)
Diluted | ​ | $ | 199.1 | ​ | 33.8 | ​ | $ | 5.89 | ​ | $ | 348.4 | ​ | 34.4 | ​ | $ | 10.13

​

​

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13. SHARE-BASED COMPENSATION

​

During the three and nine months ended September 30, 2025, the Company granted time-based restricted stock units and performance-based shares to certain of its employees totaling approximately 5,200 and 236,400 shares, respectively, with a combined weighted average grant date fair value of $113.11 and $130.09 per share, respectively.

​

Total share-based compensation cost recognized in the Condensed Consolidated Statements of Income and Comprehensive Income as a component of general and administrative expenses was $5.3 million and $7.1 million for the three months ended September 30, 2025 and 2024 and $17.0 million and $19.1 million for the nine months ended September 30, 2025 and 2024, respectively. Total unrecognized compensation cost related to unvested share-based compensation arrangements was $26.2 million at September 30, 2025, and is expected to be recognized over a weighted average period of approximately 1.7 years. Total unrecognized compensation cost may be adjusted for any unearned performance shares or forfeited shares.

​

​

14. PENSION AND POST-RETIREMENT PLANS

​

The Company’s pension and post-retirement plans are described in Note 11 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Components of net periodic benefit cost and other amounts recognized in Other Comprehensive Income (Loss) for the qualified pension plans and the post-retirement benefit plans for the three and nine months ended September 30, 2025 and 2024 consisted of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Pension Benefits | ​ | Post-retirement Benefits
​ | ​ | Three Months Ended September 30, | ​ | Three Months Ended September 30,
(In millions) |  | 2025 |  | 2024 |  | 2025 |  | 2024
Components of net periodic benefit cost (credit): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Service cost | ​ | $ | 1.3 | ​ | $ | 1.1 | ​ | $ | — | ​ | $ | —
Interest cost | ​ |  | 2.6 | ​ |  | 2.4 | ​ |  | 0.3 | ​ |  | 0.3
Expected return on plan assets | ​ |  | (4.4) | ​ |  | (3.8) | ​ |  | — | ​ |  | —
Amortization of net actuarial loss (gain) | ​ |  | — | ​ |  | 0.1 | ​ |  | (0.2) | ​ |  | (0.2)
Amortization of prior service credit | ​ |  | — | ​ |  | — | ​ |  | (2.7) | ​ |  | (1.0)
Net periodic benefit credit | ​ | $ | (0.5) | ​ | $ | (0.2) | ​ | $ | (2.6) | ​ | $ | (0.9)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Pension Benefits | ​ | Post-retirement Benefits
​ | ​ | Nine Months Ended September 30, | ​ | Nine Months Ended September 30,
(In millions) |  | 2025 |  | 2024 |  | 2025 |  | 2024
Components of net periodic benefit cost (credit): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Service cost | ​ | $ | 3.5 | ​ | $ | 2.8 | ​ | $ | 0.1 | ​ | $ | 0.2
Interest cost | ​ |  | 7.8 | ​ |  | 7.3 | ​ |  | 0.8 | ​ |  | 0.8
Expected return on plan assets | ​ |  | (13.2) | ​ |  | (11.4) | ​ |  | — | ​ |  | —
Amortization of net actuarial loss (gain) | ​ |  | — | ​ |  | 0.3 | ​ |  | (0.5) | ​ |  | (0.6)
Amortization of prior service credit | ​ |  | — | ​ |  | — | ​ |  | (4.6) | ​ |  | (2.8)
Net periodic benefit credit | ​ | $ | (1.9) | ​ | $ | (1.0) | ​ | $ | (4.2) | ​ | $ | (2.4)

​

​

​

15. COMMITMENTS AND CONTINGENCIES

​

Environmental Matters: The Company’s Ocean Transportation business has certain risks that could result in expenditures for environmental remediation. The Company believes that based on all information available to it, the Company is currently in compliance, in all material respects, with applicable environmental laws and regulations.

​

Other Matters: The Company and its subsidiaries are parties to, or may be contingently liable in connection with, other legal actions arising in the normal course of their businesses, the outcomes of which, in the opinion of management after consultation with counsel, would not have a material effect on the Company’s financial condition, results of operations, or cash flows.

​

​

******

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

​

The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and related notes, and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q.

​

FORWARD-LOOKING STATEMENTS

​

The Company, from time to time, may make or may have made certain forward-looking statements, whether orally or in writing, such as, among others, forecasts or projections of the Company’s future performance or statements of management’s plans and objectives. These statements are considered “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be contained in, among other things, Securities and Exchange Commission (“SEC”) filings such as Forms 10-K, 10-Q and 8-K, the Company’s Annual Report to Shareholders, the Company’s Sustainability Report, press releases made by the Company, the Company’s Internet websites (including websites of its subsidiaries), and oral statements made by officers of the Company. Except for historical information contained in these written or oral communications, all other statements are forward-looking statements. These include, for example, all references to 2025 or future years, including such references included under “Third Quarter 2025 Discussion and Outlook for 2025,” as well as statements generally identified through the inclusion of words such as “anticipate,” “believe,” “can,” “commit,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “seek,” “should,” “target,” and “will,” or similar statements or variations of such terms and other similar expressions. New risks or uncertainties may emerge from time to time, risks that the Company currently does not consider to be material could become material, and it is not possible for the Company to predict all such risks, nor can it assess the impact of all such risks on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results or outcomes, or the timing of results or outcomes, to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements cannot be relied upon as a guarantee of future results or outcomes and involve a number of risks and uncertainties that could cause actual results or outcomes to differ materially from those projected in the statements, including but not limited to the factors that are described in Part II, Item 1A under the caption “Risk Factors” below. Except as required by law, the Company undertakes no obligation to revise or update publicly forward-looking statements or any factors that may affect actual results, whether as a result of new information, future events, circumstances occurring after the date of this report, or otherwise.

​

OVERVIEW

​

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a discussion of the Company’s financial condition, results of operations, liquidity and certain other factors that may affect its future results from the perspective of management. The discussion that follows is intended to provide information that will assist in understanding the changes in the Company’s Condensed Consolidated Financial Statements from period to period, the primary factors that accounted for those changes, and how certain accounting principles, policies and estimates affected the Company’s Condensed Consolidated Financial Statements. The MD&A is provided as a supplement to the Condensed Consolidated Financial Statements and notes herein, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Company’s reports on Forms 10-Q and 8-K, and other publicly available information.

​

THIRD QUARTER 2025 DISCUSSION AND OUTLOOK FOR 2025

​

Ocean Transportation: The Company’s container volume in the Hawaii service in the third quarter 2025 was 0.3 percent higher year-over-year. The Hawaii economy is softening as slowing tourism and high inflation and interest rates weigh against stronger construction activity. The Company expects volume in full year 2025 to be comparable to the level achieved in 2024, reflecting modest economic growth in Hawaii and stable market share.

​

In China, the Company’s container volume in the third quarter 2025 decreased 12.8 percent year-over-year primarily due to the difficult environment marked by continued uncertainty and volatility arising from tariffs and global trade. Freight rates in the third quarter 2025 were lower than the levels achieved in the same period last year. The Transpacific tradelane experienced a muted peak season compared to the elevated demand levels last year due to businesses advancing cargo in the late second quarter and early third quarter ahead of U.S. tariff deadlines, which led to lower third

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quarter demand for the Company’s expedited services. For the fourth quarter 2025, the Company expects lower year-over-year freight rates and volume in its China service as the Company expects many of its China service customers to be cautious on inventory levels and work through previously purchased inventory; however, the Company expects a more stable trading environment for customers in the fourth quarter 2025 as a result of a reduction in uncertainty regarding tariffs, port entry fees, global trade, and other geopolitical factors due to the trade and economic deal between the U.S. and China announced on October 30th. The Company expects volume in full year 2025 to be lower than the level achieved last year.

​

In Guam, the Company’s container volume in the third quarter 2025 decreased 4.2 percent year-over-year due to lower general demand. In the near term, the Company expects Guam’s economy to moderate reflecting a challenging tourism environment. For full year 2025, the Company expects volume to be modestly lower than the level achieved last year.

​

In Alaska, the Company’s container volume for the third quarter 2025 increased 4.1 percent year-over-year. The increase was primarily due to one additional northbound sailing compared to the year ago period and higher AAX volume. In the near term, the Company expects continued economic growth in Alaska supported by a low unemployment rate, jobs growth and continued oil and gas exploration and production activity. For full year 2025, the Company expects volume to be modestly higher than the level achieved last year.

​

The contribution in the third quarter 2025 from the Company’s SSAT joint venture investment was $9.3 million, or $2.4 million higher than third quarter 2024. The increase was primarily due to higher lift revenue. For full year 2025, the Company expects the contribution from SSAT to be higher than the $17.4 million achieved last year without taking into account the $18.4 million impairment charge recorded by SSAT during the fourth quarter 2024.

​

The Company expects Ocean Transportation operating income for the fourth quarter 2025 to be lower than the level achieved in the prior year. The outlook for Ocean Transportation operating income in the fourth quarter 2025 includes approximately $6.4 million in port entry fees paid quarter-to-date.

​

Logistics: In the third quarter 2025, operating income for the Company’s Logistics segment was $13.6 million, or $1.8 million lower compared to the level achieved in the third quarter 2024. The decrease was primarily due to lower contributions from freight forwarding, transportation brokerage, and supply chain management. For the fourth quarter 2025, the Company expects Logistics operating income to be modestly lower than the $10.1 million achieved in the fourth quarter 2024.

​

Consolidated Operating Income: For the fourth quarter 2025, the Company expects consolidated operating income to be approximately 30 percent lower than the $147.5 million achieved in the fourth quarter 2024.

​

Depreciation and Amortization: For full year 2025, the Company expects depreciation and amortization expense to be approximately $196 million, inclusive of dry-docking amortization of approximately $28 million.

​

Interest Income: The Company expects interest income for the full year 2025 to be approximately $32 million.

​

Interest Expense: The Company expects interest expense for the full year 2025 to be approximately $7 million.

​

Other Income (Expense): The Company expects full year 2025 other income (expense) to be approximately $9 million in income, which is attributable to the amortization of certain components of net periodic benefit costs or gains related to the Company’s pension and post-retirement plans.

​

Income Taxes: In the third quarter 2025, the Company’s effective tax rate was 20.2 percent. For the full year 2025, the Company expects its effective tax rate to be approximately 22.0 percent.

​

Capital and Vessel Dry-docking Expenditures: For the third quarter 2025, the Company made capital expenditure payments excluding new vessel construction expenditures of $45.6 million, new vessel construction expenditures (including capitalized interest and owner’s items) of $37.6 million, and dry-docking payments of $14.2 million. For the full year 2025, the Company expects to make other capital expenditure payments, including maintenance capital expenditures, of approximately $130 million, new vessel construction expenditures (including capitalized interest and owner’s items) of approximately $248 million, and dry-docking payments of approximately $45 million.

​

​

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CONSOLIDATED RESULTS OF OPERATIONS

​

Consolidated Results – Three months ended September 30, 2025 compared with 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, |
(Dollars in millions, except per share amounts) | ​ | 2025 | ​ | 2024 | ​ | Change |
Operating revenue |  | $ | 880.1 |  | $ | 962.0 |  | $ | (81.9) |  | (8.5) | %
Operating costs and expenses | ​ |  | (719.1) | ​ |  | (719.7) | ​ |  | 0.6 |  | (0.1) | %
Operating income | ​ |  | 161.0 | ​ |  | 242.3 | ​ |  | (81.3) |  | (33.6) | %
Interest income | ​ | ​ | 7.6 | ​ |  | 10.4 | ​ |  | (2.8) |  | (26.9) | %
Interest expense | ​ |  | (1.8) | ​ |  | (1.8) | ​ |  | — |  | 0.0 | %
Other income (expense), net | ​ |  | 2.1 | ​ |  | 1.9 | ​ |  | 0.2 |  | 10.5 | %
Income before taxes | ​ |  | 168.9 | ​ |  | 252.8 | ​ |  | (83.9) |  | (33.2) | %
Income taxes | ​ |  | (34.2) | ​ |  | (53.7) | ​ |  | 19.5 |  | (36.3) | %
Net income | ​ | $ | 134.7 | ​ | $ | 199.1 | ​ | $ | (64.4) |  | (32.3) | %
Basic earnings per share | ​ | $ | 4.28 | ​ | $ | 5.98 | ​ | $ | (1.70) |  | (28.4) | %
Diluted earnings per share | ​ | $ | 4.24 | ​ | $ | 5.89 | ​ | $ | (1.65) |  | (28.0) | %

​

Changes in operating revenue, and operating costs and expenses are further described below in the Analysis of Operating Revenue and Income by Segment.

​

The decrease in interest income for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was due to lower amounts of cash and cash equivalent, and CCF funds that were invested in interest bearing accounts during the three months ended September 30, 2025.

​

Interest expense, net of capitalized interest was $1.8 million for the three months ended September 30, 2025, compared to $1.8 million for the three months ended September 30, 2024. Interest expense incurred during the quarter ended September 30, 2025 was lower due to a reduction in outstanding debt during the period, which was offset by a reduction in capitalized interest related to the construction of new vessels for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

​

Other income (expense) relates to the amortization of certain components of net periodic benefit costs or gains related to the Company’s pension and post-retirement plans.

​

Income tax expense was $34.2 million, or 20.2 percent of income before taxes, for the three months ended September 30, 2025, compared to $53.7 million, or 21.2 percent of income before taxes, for the three months ended September 30, 2024. The effective tax rate for the three months ended September 30, 2025 benefited from higher discrete tax adjustments that lowered the effective tax rate for that period, compared to the same prior year period.

​

Consolidated Results – Nine months ended September 30, 2025 compared with 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30, |
(Dollars in millions, except per share amounts) | ​ | 2025 | ​ | 2024 | ​ | Change |
Operating revenue |  | $ | 2,492.6 |  | $ | 2,531.5 |  | $ | (38.9) |  | (1.5) | %
Operating costs and expenses | ​ |  | (2,136.5) | ​ |  | (2,127.7) | ​ |  | (8.8) |  | 0.4 | %
Operating income | ​ |  | 356.1 | ​ |  | 403.8 | ​ |  | (47.7) |  | (11.8) | %
Interest income | ​ | ​ | 25.0 | ​ | ​ | 38.0 | ​ | ​ | (13.0) |  | (34.2) | %
Interest expense | ​ |  | (5.2) | ​ |  | (6.1) | ​ |  | 0.9 |  | (14.8) | %
Other income (expense), net | ​ |  | 6.9 | ​ |  | 5.5 | ​ |  | 1.4 |  | 25.5 | %
Income before taxes | ​ |  | 382.8 | ​ |  | 441.2 | ​ |  | (58.4) |  | (13.2) | %
Income taxes | ​ |  | (81.1) | ​ |  | (92.8) | ​ |  | 11.7 |  | (12.6) | %
Net income | ​ | $ | 301.7 | ​ | $ | 348.4 | ​ | $ | (46.7) |  | (13.4) | %
Basic earnings per share | ​ | $ | 9.40 | ​ | $ | 10.28 | ​ | $ | (0.88) |  | (8.6) | %
Diluted earnings per share | ​ | $ | 9.28 | ​ | $ | 10.13 | ​ | $ | (0.85) |  | (8.4) | %

​

Changes in operating revenue, and operating costs and expenses are further described below in the Analysis of Operating Revenue and Income by Segment.

​

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The decrease in interest income for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was due to interest of $10.2 million related to a federal income tax refund received during the nine months ended September 30, 2024.

​

The decrease in interest expense for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was due to lower outstanding debt during the period, and a higher offset of capitalized interest related to the construction of new vessels.

​

Other income (expense) relates to the amortization of certain components of net periodic benefit costs or gains related to the Company’s pension and post-retirement plans.

​

Income tax expense was $81.1 million, or 21.2 percent of income before taxes, for the nine months ended September 30, 2025, compared to $92.8 million, or 21.0 percent of income before taxes, for the nine months ended September 30, 2024.

​

ANALYSIS OF OPERATING REVENUE AND INCOME BY SEGMENT

​

Ocean Transportation Operating Results – Three months ended September 30, 2025 compared with 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, |
(Dollars in millions) |  | 2025 |  | 2024 |  | Change |
Ocean Transportation revenue | ​ | $ | 718.3 | ​ | $ | 798.7 | ​ | $ | (80.4) | ​ | (10.1) | %
Operating costs and expenses | ​ |  | (570.9) | ​ |  | (571.8) | ​ |  | 0.9 | ​ | (0.2) | %
Operating income | ​ | $ | 147.4 | ​ | $ | 226.9 | ​ | $ | (79.5) | ​ | (35.0) | %
Operating income margin | ​ | ​ | 20.5 | % | ​ | 28.4 | % | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Volume (Forty-foot equivalent units (FEU)) (1) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Hawaii containers | ​ |  | 36,300 | ​ |  | 36,200 | ​ |  | 100 | ​ | 0.3 | %
Alaska containers | ​ |  | 23,100 | ​ |  | 22,200 | ​ |  | 900 | ​ | 4.1 | %
China containers (2) | ​ |  | 34,900 | ​ | ​ | 40,000 | ​ |  | (5,100) | ​ | (12.8) | %
Guam containers | ​ |  | 4,600 | ​ |  | 4,800 | ​ |  | (200) | ​ | (4.2) | %
Other containers (3) | ​ |  | 4,600 | ​ |  | 4,700 | ​ |  | (100) | ​ | (2.1) | %

(1) | Approximate volume included for the period are based on the voyage departure date, but revenue and operating income are adjusted to reflect the percentage of revenue and operating income earned during the reporting period for voyages in transit at the end of each reporting period.

(2) | Includes containers transshipped from other Asia origins.

(3) | Includes containers from services in various islands in Micronesia and the South Pacific, and Okinawa, Japan.

​

Ocean Transportation revenue decreased $80.4 million, or 10.1 percent, during the three months ended September 30, 2025, compared with the three months ended September 30, 2024. The decrease was primarily due to lower freight rates and volume in China.

​

On a year-over-year FEU basis, Hawaii container volume increased 0.3 percent; Alaska volume increased 4.1 percent primarily due to one additional northbound sailing compared to the year ago period and higher AAX volume; China volume was 12.8 percent lower primarily due to the difficult environment marked by continued uncertainty and volatility arising from tariffs and global trade; Guam volume decreased 4.2 percent due to lower general demand; and Other containers volume decreased 2.1 percent.

​

Ocean Transportation operating income decreased $79.5 million, or 35.0 percent, during the three months ended September 30, 2025, compared with the three months ended September 30, 2024. The decrease was primarily due to lower freight rates and volume in China.

​

The Company’s SSAT terminal joint venture investment contributed $9.3 million during the three months ended September 30, 2025, compared to a contribution of $6.9 million during the three months ended September 30, 2024. The increase was primarily driven by higher lift revenue.

​

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Ocean Transportation Operating Results – Nine months ended September 30, 2025 compared with 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30, |
(Dollars in millions) |  | 2025 |  | 2024 |  | Change |
Ocean Transportation revenue | ​ | $ | 2,031.3 | ​ | $ | 2,067.6 | ​ | $ | (36.3) |  | (1.8) | %
Operating costs and expenses | ​ |  | (1,711.7) | ​ |  | (1,704.1) | ​ |  | (7.6) | ​ | 0.4 | %
Operating income | ​ | $ | 319.6 | ​ | $ | 363.5 | ​ | $ | (43.9) | ​ | (12.1) | %
Operating income margin | ​ |  | 15.7 | % |  | 17.6 | % | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Volume (Forty-foot equivalent units (FEU)) (1) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Hawaii containers | ​ |  | 108,000 | ​ |  | 105,900 | ​ |  | 2,100 | ​ | 2.0 | %
Alaska containers | ​ |  | 64,500 | ​ |  | 62,500 | ​ |  | 2,000 | ​ | 3.2 | %
China containers (2) | ​ |  | 95,700 | ​ |  | 106,700 | ​ |  | (11,000) | ​ | (10.3) | %
Guam containers | ​ |  | 13,300 | ​ |  | 14,300 | ​ |  | (1,000) | ​ | (7.0) | %
Other containers (3) | ​ |  | 12,400 | ​ |  | 12,700 | ​ |  | (300) | ​ | (2.4) | %

(1) | Approximate volume included for the period are based on the voyage departure date, but revenue and operating income are adjusted to reflect the percentage of revenue and operating income earned during the reporting period for voyages in transit at the end of each reporting period.

(2) | Includes containers transshipped from other Asia origins.

(3) | Includes containers from services in various islands in Micronesia and the South Pacific, and Okinawa, Japan.

​

Ocean Transportation revenue decreased $36.3 million, or 1.8 percent, during the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024. The decrease was primarily due to lower volume in China, partially offset by higher freight rates in China.

​

On a year-over-year FEU basis, Hawaii container volume increased 2.0 percent primarily due to the dry-docking of a competitor’s vessel in the first half of 2025; Alaska volume increased 3.2 percent due to higher AAX volume and retail-related demand, partially offset by two fewer northbound sailings compared to the year ago period; China volume decreased 10.3 percent due to the difficult environment marked by continued uncertainty and volatility arising from tariffs and global trade; Guam volume decreased 7.0 percent primarily due to lower general demand; and Other containers volume decreased 2.4 percent.

​

Ocean Transportation operating income decreased $43.9 million, or 12.1 percent, during the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024. The decrease was primarily due to lower volume in China and higher direct cargo expense, partially offset by higher freight rates in China.

​

The Company’s SSAT terminal joint venture investment contributed $23.2 million during the nine months ended September 30, 2025, compared to a contribution of $8.5 million during the nine months ended September 30, 2024. The increase was primarily driven by higher lift volume.

​

​

Logistics Operating Results – Three months ended September 30, 2025 compared with 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, |
(Dollars in millions) |  | 2025 |  | 2024 |  | Change |
Logistics revenue | ​ | $ | 161.8 | ​ | $ | 163.3 |  | $ | (1.5) | ​ | (0.9) | %
Operating costs and expenses | ​ |  | (148.2) | ​ |  | (147.9) |  |  | (0.3) | ​ | 0.2 | %
Operating income | ​ | $ | 13.6 | ​ | $ | 15.4 |  | $ | (1.8) | ​ | (11.7) | %
Operating income margin | ​ | ​ | 8.4 | % | ​ | 9.4 | % | ​ | ​ | ​ | ​ | ​

​

Logistics revenue decreased $1.5 million, or 0.9 percent, during the three months ended September 30, 2025, compared with the three months ended September 30, 2024. The decrease was primarily due to lower revenue in supply chain management and transportation brokerage.

​

Logistics operating income decreased $1.8 million, or 11.7 percent, during the three months ended September 30, 2025, compared with the three months ended September 30, 2024. The decrease was primarily due to lower contributions from freight forwarding, transportation brokerage, and supply chain management.

​

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Logistics Operating Results – Nine months ended September 30, 2025 compared with 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30, |
(Dollars in millions) |  | 2025 |  | 2024 |  | Change |
Logistics revenue | ​ | $ | 461.3 | ​ | $ | 463.9 |  | $ | (2.6) |  | (0.6) | %
Operating costs and expenses | ​ |  | (424.8) | ​ |  | (423.6) |  |  | (1.2) | ​ | 0.3 | %
Operating income | ​ | $ | 36.5 | ​ | $ | 40.3 |  | $ | (3.8) | ​ | (9.4) | %
Operating income margin | ​ |  | 7.9 | % |  | 8.7 | % | ​ | ​ | ​ | ​ | ​

​

Logistics revenue decreased $2.6 million, or 0.6 percent, during the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024. The decrease was primarily due to lower revenue in transportation brokerage.

​

Logistics operating income decreased $3.8 million, or 9.4 percent, during the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024. The decrease was primarily due to lower contributions from freight forwarding and transportation brokerage.

​

​

LIQUIDITY AND CAPITAL RESOURCES

​

Sources of liquidity available to the Company as of September 30, 2025 compared to December 31, 2024 were as follows:

​

Cash and Cash Equivalents, Accounts Receivable and CCF: Cash and cash equivalents, accounts receivable and CCF as of September 30, 2025 compared to December 31, 2024 were as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31, | ​ | ​ | ​ |
(In millions) |  | 2025 |  | 2024 |  | Change |
Cash and cash equivalents | ​ | $ | 92.7 | ​ | $ | 266.8 | ​ | $ | (174.1) | ​
Accounts receivable, net (1) | ​ | $ | 278.1 | ​ | $ | 268.9 | ​ | $ | 9.2 | ​
CCF - cash and cash equivalents, and investments account | ​ | $ | 627.9 | ​ | $ | 642.6 | ​ | $ | (14.7) | ​

(1) | As of September 30, 2025 and December 31, 2024, $81.2 million and $178.1 million of eligible accounts receivable were assigned to the CCF, respectively.

​

Changes in the Company’s cash and cash equivalents for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, are as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30,
(In millions) |  | 2025 |  | 2024 |  | Change
Net cash provided by operating activities (1) | ​ | $ | 370.2 | ​ | $ | 593.1 | ​ | $ | (222.9)
Net cash used in investing activities (2) | ​ |  | (236.4) | ​ |  | (208.8) | ​ |  | (27.6)
Net cash used in financing activities (3) | ​ |  | (307.9) | ​ |  | (247.9) | ​ |  | (60.0)
Net (decrease) increase in cash, cash equivalents and restricted cash | ​ |  | (174.1) | ​ |  | 136.4 | ​ |  | (310.5)
Cash and cash equivalents, and restricted cash, beginning of the period | ​ |  | 266.8 | ​ |  | 136.3 | ​ |  | 130.5
Cash and cash equivalents, and restricted cash, end of the period | ​ | $ | 92.7 | ​ | $ | 272.7 | ​ | $ | (180.0)

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​

(1) Changes in net cash provided by operating activities:

​

Changes in net cash provided by operating activities for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, were due to the following:

​

​ | ​ | ​ | ​
(In millions) |  | Change
Net income | ​ | $ | (46.7)
Non-cash depreciation and amortization | ​ |  | 10.5
Deferred income taxes | ​ | ​ | (6.2)
Other non-cash related changes, net | ​ | ​ | 0.3
Income and distribution from SSAT, net | ​ | ​ | (28.7)
Accounts receivable, net | ​ |  | 22.7
Prepaid expenses and other assets | ​ |  | (132.2)
Accounts payable, accruals and other liabilities | ​ |  | (35.7)
Operating lease assets and liabilities, net | ​ |  | 6.3
Non-cash amortization of operating lease right of use assets | ​ | ​ | (3.2)
Deferred dry-docking payments | ​ |  | (17.8)
Other long-term liabilities | ​ |  | 7.8
Total | ​ | $ | (222.9)

​

Net income was $301.7 million for the nine months ended September 30, 2025, compared to $348.4 million for the nine months ended September 30, 2024. Income from SSAT was $23.2 million for the nine months ended September 30, 2025, compared to $8.5 million for the nine months ended September 30, 2024. The increase in income from SSAT was primarily due to higher lift volume during the nine months ended September 30, 2025, compared to the same prior year period. No cash distributions were received from SSAT during the nine months ended September 30, 2025. The Company received $14.0 million of cash distributions from SSAT during the nine months ended September 30, 2024. Cash distributions from SSAT are dependent on the level of cash available for distribution after SSAT’s operational and capital needs. Changes in accounts receivable were primarily due to the timing of collections associated with those receivables. Changes in prepaid expenses and other assets were primarily due to a 2021 federal income tax refund of $118.6 million that was received by the Company during the nine months ended September 30, 2024. Changes in accounts payable, accruals and other liabilities were due to the timing of payments associated with those liabilities. Changes in operating lease assets and liabilities were primarily due to new operating lease additions and renewals, offset by operating lease payments and terminations. Deferred dry-docking payments for the nine months ended September 30, 2025 were $38.0 million, compared to $20.2 million for the nine months ended September 30, 2024. Changes in deferred dry-docking are primarily due to the timing of vessel dry-dock related activities and the payments associated with those activities.

​

(2) Changes in net cash used in investing activities:

​

Changes in net cash used in investing activities for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, were due to the following:

​

​ | ​ | ​ | ​
​ | ​ | ​
(In millions) |  | Change
Cash deposits and interest into the CCF | ​ | $ | (51.0)
Withdrawals from CCF | ​ | ​ | 100.7
Vessel construction expenditures | ​ | ​ | (101.9)
Capital expenditures (excluding vessel construction expenditures) | ​ | ​ | 27.9
Proceeds from disposal of property and equipment, net, and other | ​ |  | (3.3)
Total | ​ | $ | (27.6)

​

The Company deposited $114.6 million of cash and interest into the CCF and made $136.5 million of qualifying withdrawal payments out of the CCF during the nine months ended September 30, 2025. The Company deposited $63.6 million into the CCF and made $35.8 million of qualifying withdrawal payments out of the CCF during the nine months ended September 30, 2024. Qualifying withdrawal payments relate to milestone payments for the construction of three new Aloha Class vessels. Capital expenditures (excluding vessel construction expenditures) were $117.0 million for the nine months ended September 30, 2025, compared to $144.9 million for the nine months ended

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September 30, 2024. Capital expenditures (excluding vessel construction expenditures) primarily relate to vessel related expenditures, the acquisition of containers, chassis and other equipment, and expenditures on other capital related projects. The decrease in capital expenditures for the nine months ended September 30, 2025, compared to the same prior year period primarily related to the timing of when vessel maintenance activities are performed and when other capital related projects are incurred.

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(3) Changes in net cash used in financing activities:

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Changes in net cash used in financing activities for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, were due to the following:

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​ | ​ | ​ | ​
(In millions) |  | Change
Repurchase of Matson common stock | ​ | $ | (58.4)
Shares withheld for taxes related to settlement of restricted stock units | ​ |  | 0.7
Dividends paid | ​ | ​ | (0.2)
Payments of deferred loan fees | ​ |  | (2.1)
Total | ​ | $ | (60.0)

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During the nine months ended September 30, 2025, the Company paid $225.8 million to repurchase Matson common stock, compared to $167.4 million during the nine months ended September 30, 2024. During the nine months ended September 30, 2025, the Company paid $30.0 million in scheduled fixed interest debt payments, compared to $30.0 million during the nine months ended September 30, 2024. During the nine months ended September 30, 2025, the Company paid $16.3 million in withholding taxes related to vested restricted stock units, compared to $17.0 million during the nine months ended September 30, 2024. During the nine months ended September 30, 2025, the Company paid $33.7 million in dividends, compared to $33.5 million during the nine months ended September 30, 2024. The increase in dividend payments was due to an increase in dividends declared per share of common stock by the Company, offset by a reduction in common stock outstanding. During the three and nine months ended September 30, 2025, the Company paid $2.1 million of deferred loan fees associated with the amendment of its revolving credit facility and private placement term loans. No deferred loan fees were paid during the three and nine months ended September 30, 2024.

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Working Capital: The Company had a working capital deficit of $93.5 million at September 30, 2025, compared to a working capital surplus of $49.2 million at December 31, 2024. Working capital is primarily impacted by the amount of net cash provided by operating activities, the amount of capital expenditures, the timing of collections associated with accounts receivable, prepaid expenses and other assets, and by the amount and timing of payments associated with accounts payable, accruals, income taxes and other liabilities. The decrease in the Company’s working capital at September 30, 2025, compared to December 31, 2024 is primarily due to $136.5 million of cash withdrawn from cash and cash equivalent and deposited into the CCF during the nine months ended September 30, 2025, compared to $35.8 million for the nine months ended September 30, 2024.

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Capital Construction Fund: The Company’s CCF is described in Note 7 of Part I, Item 1 above. CCF cash and cash equivalents, and CCF investments as of September 30, 2025 and December 31, 2024 are as follows:

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​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
(In millions) |  | 2025 |  | 2024
CCF Cash and cash equivalents | ​ | $ | 376.7 | ​ | $ | 230.7
CCF Investments | ​ | ​ | 251.2 | ​ | ​ | 411.9
Total | ​ | $ | 627.9 | ​ | $ | 642.6

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CCF cash and cash equivalents, and CCF investments are intended to fund milestone payments for the construction of three new Aloha Class vessels.

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Debt: The Company’s debt is described in Note 8 of Part I, Item 1 above. The Company utilizes a mix of fixed and variable debt for liquidity and to fund the Company’s operations. Total Debt as of September 30, 2025 and December 31, 2024 are as follows:

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31, | ​ | ​ | ​ | ​
(In millions) | ​ | 2025 | ​ | 2024 | ​ | Change | ​
Variable interest debt - Revolving credit facility | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​
Fixed interest debt - Title XI debt and private placement term loans | ​ | ​ | 370.9 | ​ | ​ | 400.9 | ​ | ​ | (30.0) | ​
Total Debt (excluding deferred loan fees) | ​ | $ | 370.9 | ​ | $ | 400.9 | ​ | $ | (30.0) | ​

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Total Debt decreased by $30.0 million during the nine months ended September 30, 2025, compared to December 31, 2024, due to scheduled fixed interest debt repayments.

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As described in Note 8 of Part 1, Item 1 above, on July 23, 2025, the Company entered into a Third Amended and Restated Credit Agreement which provides for a five-year revolving credit facility and $550 million in loan commitments, with an uncommitted $300 million increase option. The Company reduced the size of its credit facility from $650 million to $550 million due to: (i) the nearly fully-funded status of the new Aloha Class vessel build program; and (ii) the Company’s expected lower level of capital needs for the remainder of the decade due in part to its next Jones Act build cycle which is not anticipated until the mid-2030s.

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As of September 30, 2025, the Company had $544.0 million of remaining borrowing availability under the revolving credit facility.

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Capital Expenditures: Except as described below, during the nine months ended September 30, 2025, there were no material changes to the Company’s expected capital expenditures for the years ending December 31, 2025 and 2026 that are described in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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During the nine months ended September 30, 2025, the Company paid $136.5 million in milestone payments under the vessel construction agreements, compared to $35.8 million for the nine months ended September 30, 2024. The following represents the estimated timing of future milestone payments under the vessel construction agreements as of September 30, 2025:

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Paid | ​ | Future Milestone Payments | ​ | ​ | ​
Vessel Construction Obligations (in millions) |  | As of September 30, 2025 |  | Remainder of 2025 |  | 2026 |  | 2027 |  | 2028 |  | Thereafter |  | Total
Three Aloha Class Containerships | ​ | $ | 325.9 | ​ | $ | 100.8 | ​ | $ | 367.9 | ​ | $ | 186.2 | ​ | $ | 22.3 | ​ | $ | 2.9 | ​ | $ | 1,006.0

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The Company intends to use the CCF cash and cash equivalents, and CCF investments to fund future milestone progress payments for the construction of three new Aloha Class vessels.

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Repurchase of Shares: During the three and nine months ended September 30, 2025, the Company repurchased approximately 0.6 million and 2.0 million shares for a total cost of $66.4 million and $229.3 million, respectively. During the three and nine months ended September 30, 2024, the Company repurchased approximately 0.4 million and 1.4 million shares for a total cost of $48.1 million and $169.2 million, respectively. The amount of shares repurchased by the Company during any period is dependent on the amount of available cash and cash equivalents, the Company’s stock price and other factors. The maximum number of remaining shares that may be repurchased under the Company’s share repurchase program was approximately 1.9 million shares at September 30, 2025.

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Other Material Cash Requirements: There were no other material changes during the quarter ended September 30, 2025 to the Company’s other cash requirements that are described in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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There have been no changes during this quarter to the Company’s critical accounting policies and estimates as discussed in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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OTHER MATTERS

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Dividends: The Company’s third quarter 2025 cash dividend of $0.36 per share was paid on September 4, 2025. On October 23, 2025, the Company’s Board of Directors declared a cash dividend of $0.36 per share payable on December 4, 2025 to shareholders of record on November 6, 2025.

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New Accounting Pronouncements: See Note 2 of Part I, Item 1 above for information on new accounting pronouncements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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There have been no material changes to the Company’s market risk position from the information provided under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of its Annual Report on Form 10-K for the year ended December 31, 2024.

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ITEM 4. CONTROLS AND PROCEDURES

​

Evaluation of Disclosure Controls and Procedures: The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2025, the Company’s disclosure controls and procedures are effective.

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Changes in Internal Control Over Financial Reporting: There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

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ITEM 1. LEGAL PROCEEDINGS

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Environmental Matters: The Company’s Ocean Transportation business has certain risks that could result in expenditures for environmental remediation. The Company believes that based on all information available to it, the Company is currently in compliance, in all material respects, with applicable environmental laws and regulations.

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In accordance with SEC rules, with respect to administrative or judicial proceedings involving the environment, the Company has determined it will disclose any such proceeding if it reasonably believes such proceeding will result in monetary sanctions, exclusive of interest and costs, at or in excess of $1 million. The Company believes that such threshold is reasonably designed to result in disclosure of environmental proceedings that are material to its business or financial condition.

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Other Matters: The Company and its subsidiaries are parties to, or may be contingently liable in connection with other legal actions arising in the normal course of their businesses, the outcomes of which, in the opinion of management after consultation with counsel, would not have a material effect on the Company’s financial condition, results of operations, or cash flows.

​

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ITEM 1A. RISK FACTORS

​

The following material risks, events and uncertainties may make an investment in the Company speculative or risky and should be reviewed carefully. The Company faces the material risks set forth below; however, the description below does not purport to include all risks the Company faces, and additional risks or uncertainties that are currently unknown or are not currently believed to be material may occur or become material. Moreover, some of the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to

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whether or not the factors, events or contingencies have occurred in the past, and instead reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future. The occurrence of these or the risks and uncertainties described below may, in ways the Company may not be able to accurately predict, recognize or mitigate, adversely affect the Company’s business, competitive environment, strategy, financial condition, operating results, cash flows, liquidity, demand, revenue, growth, prospects, reputation or stock price. All forward-looking statements made in this Form 10-Q are qualified by the risks and uncertainties described below.

​

The risk factors described below include material changes to and supersede the risk factors previously described in Part II, Item 1A, “Risk Factors” of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

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Risks Related to the Jones Act

​

Repeal, invalidation, substantial amendment, or waiver of the Jones Act or changes in its application would have an adverse effect on the Company’s business.

​

The Merchant Marine Act of 1920 (commonly referred to as the Jones Act) regulates all interstate and intrastate marine commerce within the U.S. From time to time, various interests have sought to repeal, amend or waive the Jones Act. For example, in February 2025, a lawsuit was filed in the U.S. District Court for the District of Columbia challenging the Jones Act, arguing that it violates the Port Preference Clause of the U.S. Constitution; the Company has intervened in this lawsuit and believes this lawsuit is without merit. If the Jones Act were to be repealed, invalidated, substantially amended or waived and, as a consequence, competitors were to enter the Hawaii or Alaska markets with lower operating costs by utilizing their ability to acquire and operate foreign-flagged and foreign-built vessels and/or being exempt from other U.S. regulations, the Company’s business would be adversely affected. In addition, the Company’s position as a U.S. citizen operator of Jones Act vessels would be negatively impacted if periodic efforts and attempts by foreign interests, including recent campaigns by foreign governments, to circumvent or repeal certain aspects of the Jones Act were successful. If maritime cabotage services were included in the General Agreement on Trade in Services, the United States-Mexico-Canada Agreement, or other international trade agreements, or if the restrictions contained in the Jones Act were otherwise altered, the shipping of cargo between covered U.S. ports could be opened to foreign-flagged or foreign-built vessels, which could have other adverse impacts to our business.

​

The Company’s business would be adversely affected if the Company were determined not to be a U.S. citizen under the Jones Act.

​

Certain provisions of the Company’s articles of incorporation protect the Company’s ability to maintain its status as a U.S. citizen under the Jones Act. If non-U.S. citizens were able to defeat such articles of incorporation restrictions and own, in the aggregate, more than 25 percent of the Company’s common stock, the Company would no longer be considered a U.S. citizen under the Jones Act. Such an event could result in the Company’s ineligibility to engage in coastwise trade and the imposition of substantial penalties against the Company, including seizure or forfeiture of its vessels.

​

Risks Related to the Company’s Operations

​

Changes in macroeconomic conditions, geopolitical developments, or governmental policies, including due to outbreaks of disease, have affected and could in the future affect the Company.

​

The transportation industry in which the Company operates has been and could in the future be impacted by macroeconomic fluctuations, volatility, downturns, inflation, recessions, interest rates and other economic shifts or market instabilities, including due to outbreaks of disease and instability in financial institutions, as well as the development of and changes in governmental policies, relations, priorities and budgeting constraints, and uncertainties resulting from the U.S. political environment, including increased political polarization and the potential for political gridlock (such as the shutdown of the U.S. federal government), and geopolitical developments across the jurisdictions in which it operates. For example, there have been increases in geopolitical and trade tensions among a number of the world’s major economies, including the United States’ recent imposition of tariffs and the imposition by other countries of new or increased tariffs. These tensions have resulted in protectionist measures by governments, including reciprocal tariffs, non-tariff trade barriers, and sanctions, including the use of export control restrictions and sanctions against certain countries and individual companies. The U.S. Trade Representative (the “USTR”) has imposed entry fees on

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certain Chinese-owned or operated, or Chinese-built vessels entering U.S. ports and additional duties on cranes, certain chassis and spare parts, which could result in higher costs. China has imposed entry fees on certain U.S.-owned or operated, or U.S.-flagged vessels entering Chinese ports, which could result in higher costs. On October 30, 2025, the U.S. and China reached a trade and economic deal that includes a one-year suspension of port entry fees starting on November 10, 2025. These actions and uncertainty regarding domestic and foreign tariff policy, including uncertainty associated with the scope, level, magnitude, duration and product range of tariffs, have, and may continue to have, an adverse economic impact in the markets in which the Company operates and could result in a reduced demand for the Company’s services.

​

These adverse economic conditions can also impact the Company’s customers’ business levels and needs. Within the U.S., a weakening of economic drivers in Hawaii, Alaska or Guam, which include tourism, military spending, construction, personal income growth and employment, the weakening of consumer confidence, market demand, the economy in the U.S. Mainland, inflation, interest rates, recession, increased political polarization and the potential for political gridlock (such as the prospect of a shutdown of the U.S. federal government), and the effect of a change in the strength of the U.S. dollar against other foreign currencies has reduced and could in the future reduce the demand for goods, adversely affecting inland and ocean transportation volumes or rates. In addition, overcapacity in the global or transpacific ocean transportation markets, a change in the cost of goods or currency exchange rates, pressure from U.S. or foreign governments, and changes in tariff policies or international trade policies and related uncertainties could adversely affect freight volumes and rates in the Company’s China services. Additionally, fluctuations in the price of oil could further impact the Alaskan economy, which in turn could impact the Company’s business.

​

The shipping industry is competitive, and the Company has been and may continue to be impacted by new or increased competition.

​

The Company has faced and may continue to face new competition by established or start-up shipping operators that enter into the Company’s markets. The shipping industry is competitive with limited barriers to entry. Ocean carriers can shift vessels in and out of tradelanes or charter vessels to manage capacity and meet customer demands. The Company also competes with air freight carriers some of which are able to offer more attractive schedules and services, or to increase capacity. The entry of a new competitor or the addition of new vessels or capacity by existing competitors on any of the Company’s existing routes could result in a significant increase in available shipping capacity that could have an adverse effect on the Company’s volumes and rates.

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The loss of or damage to key customer relationships may adversely affect the Company’s business.

​

The Company’s businesses are dependent on their relationships with customers and derive a significant portion of their revenues from the Company’s largest customers. The Company’s business relies on its relationships with the U.S. military, freight forwarders and non-vessel owning common carriers, large retailers and consumer goods manufacturers, as well as other larger customers. For more information regarding the Company’s significant customers, see the discussion in Part I, Item 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The loss of or damage to any of these key relationships may adversely affect the Company’s business and revenue.

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The Company is dependent upon key vendors and third parties for equipment, capacity, facilities, infrastructure and services essential to operate its business, and if the Company fails to secure sufficient third-party services, its business could be adversely affected.

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The Company’s businesses are dependent upon key vendors who provide terminal, rail, truck, agent and ocean transportation services. Service structures and relationships with these parties are important in the Company’s intermodal business, as well as in the China, Guam, Micronesia, Japan, Alaska export and South Pacific services. If the Company cannot reliably secure sufficient transportation equipment, capacity or services from these third parties at reasonable prices or rates to meet its or its customers’ needs and schedules, or if there are changes to the costs of such services, customers may seek to have their transportation and logistics needs met by others on a temporary or permanent basis. If this were to occur, the Company’s business, results of operations and financial condition could be adversely affected. The loss of or damage to any of these key relationships may also adversely affect the Company’s business and revenue.

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An increase in fuel prices, changes in the Company’s ability to collect fuel-related surcharges, and/or the cost or limited availability of required fuels may adversely affect the Company’s profits.

​

Fuel, including LNG fuels and biofuels, is a significant operating expense for the Company’s Ocean Transportation business. The price and supply of fuel are difficult to predict and fluctuate based on events beyond the Company’s control, including impacts from global macroeconomic conditions, geopolitical events and governmental policies such as the USTR action. Increases in the price of fuel may adversely affect the Company’s results of operations. Any such increases also can lead to increases in other expenses, such as energy costs and costs to purchase outside transportation services. In the Company’s Ocean Transportation and Logistics services segments, the Company utilizes fuel-related surcharges, although increases in the fuel-related surcharges may adversely affect the Company’s competitive position and may not correspond exactly with the timing of increases in fuel expense. Changes in the Company’s ability to collect fuel-related surcharges, including recovery of all or most fuel-related expenses, also may adversely affect its results of operations.

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The development of alternative fuels (such as low- or carbon-neutral fuels), including the necessary infrastructure and technology to utilize such fuels, is still in early experimental stages. There is significant uncertainty as to when, if at all, these alternative fuels will become commercially available or viable at a reasonable cost and in sufficient quantities, and whether Matson will be able to utilize or have access to these alternative fuels (or any such alternative fuels developed in the future) in a timely and cost-effective manner. In addition, advances in fuel technology could require Matson to incur significant capital costs to utilize any such technologies (including, for example, efforts to accelerate building of new vessels, retrofit existing vessels, retire vessels early or make reserve vessels unusable) and Matson may be unable to equip its vessels with these technologies on a timely basis, if at all. It is also uncertain to what extent charter vessel owners may be willing to experiment with, or make the necessary investments to utilize, alternative fuels.

​

Evolving regulations and stakeholder expectations related to sustainability matters exposes the Company to heightened scrutiny, additional costs, operational challenges and a number of risks.

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The state of California and certain other regulators, investors, advisory firms, employees, customers, suppliers, governments and certain other stakeholders are increasingly focused on and have established regulations and expectations related to sustainability matters and related corporate practices, disclosures and initiatives. These evolving regulations and expectations may impact the Company’s reputation, business and attractiveness as an investment, employer or business partner to the extent the Company – including its initiatives, goals and reporting – fails to satisfy or is perceived to fail to satisfy those regulations and expectations, including as a result of any third-party rating or assessment. The adoption and expansion of related legislation and regulations have also resulted and may again result in increased capital expenditures and compliance, operational and other costs to the Company. For example, the state of California has adopted climate change disclosure requirements. Compliance with such rules could require significant effort and resources and result in changes to the Company’s current GHG emission reduction goals.

​

The Company’s public disclosures on its climate, sustainability, human capital and other initiatives include its goals or expectations with respect to those matters, including GHG emission reduction targets. These disclosures are aspirational and based on standards and frameworks for presenting and measuring progress that are not harmonized and are still developing, assumptions that may change, disclosure controls and procedures that continue to evolve, and with respect to our GHG emissions targets, dependent in part on the industry’s successful and timely development of alternative fuels and technologies. The Company’s use of disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others. This may result in a lack of consistent or meaningful comparative data from period to period or between the Company and other companies in the same industry. The Company’s initiatives and goals may not be favored by certain stakeholders and could impact the attraction and retention of investors, customers and employees, as well as the Company’s willingness to do business with other companies or customers or their willingness to do business with the Company. Efforts to achieve or accurately track the Company’s initiatives and goals face numerous risks and may be untimely, be unsuccessful, result in additional costs or experience delays, and as a result may have an adverse impact on the Company, including its brand, reputation, financial performance and growth and stock price, and may expose the Company to increased scrutiny from the investment community as well as enforcement authorities.

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The Company may not be timely or successful in completing its fleet upgrade initiatives, which may result in significant costs and adversely impact the Company’s ability to meet its climate goals.

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The Company’s four commissioned Aloha and Kanaloa class vessels include dual fuel capable engines that can run on low sulfur fuel oil or LNG. The Company has completed the installation of tanks, piping and cryogenic equipment on Daniel K. Inouye and Kaimana Hila and re-engined Manukai to operate on LNG. In addition, construction has begun on three new LNG-ready Aloha Class vessels. The Company has made and anticipates making significant capital expenditures in connection with these fleet initiatives. Additional operating costs may be incurred to the extent use of LNG presents new maintenance requirements or unforeseen complications.

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The Company’s investments in LNG-ready vessels, whether on their own or in addition to other Company initiatives, may be insufficient to meet the Company’s previously announced GHG emission reduction goals on a timely basis or at all. There is no guarantee that the Company will be able to secure LNG via bunker barges or other methods on the U.S. West Coast or in China in sufficient amounts to fuel its vessels or at a reasonable cost, as increased demand for LNG could decrease available supply of LNG and increase prices. Governments have in the past and may again in the future impose tariffs on LNG that also may increase supply costs. As a result of these risks, the Company may not fully realize the benefits of these investments.

​

The Company’s vessel construction agreements with Philly Shipyard subject the Company to risks.

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On November 1, 2022, MatNav and Philly Shipyard entered into vessel construction agreements pursuant to which Philly Shipyard will construct three new 3,600-TEU Aloha Class dual-fuel capable containerships, with expected delivery dates during the first quarter 2027, the third quarter 2027 and the second quarter 2028. Failure of any party to the vessel construction agreements to fulfill its obligations under the agreements could have an adverse effect on the Company’s financial position and results of operations. Such a failure could happen for a variety of reasons, including but not limited to (i) delivery delays, (ii) delivery of vessels that fail to meet any of the required operating specifications (for example, capacity, fuel efficiency or speed), (iii) events in South Korea that prevent one or more significant subcontractors to Philly Shipyard from performing, (iv) loss of key personnel at either Philly Shipyard or any of its subcontractors, (v) work stoppages or other labor disruptions that may occur as a result of the failure of Philly Shipyard to negotiate collective bargaining agreements with its unions, (vi) the insolvency of, or the refusal or inability to perform for any reason, by Philly Shipyard or any of its subcontractors, (vii) the ability of Hanwha Ocean and Hanwha Systems (collectively, “Hanwha”) to integrate Philly Shipyard successfully into their global operations following Hanwha’s acquisition of Philly Shipyard, or (viii) delays in the construction of vessels scheduled to be completed before the Company’s vessels. Significant delays in the delivery of the new vessels could limit our ability to replace aging vessels in the Alaska service without substantial modifications and delay the Company’s ability to upsize the CLX service, which could also have an adverse impact on our business plans, financial condition and results of operations.

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The Company’s operations are susceptible to weather, natural disasters, risks arising from climate change, maritime accidents, spill events and other physical and operating risks.

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As a maritime transportation company, the Company’s operations are vulnerable to delay, disruptions and loss of life and property as a result of weather, natural disasters and other climate-driven events, such as rising temperatures and heat waves, rising sea levels, bad weather at sea (including increased storm severity), lightning strikes, wildfires, lava flows, hurricanes, typhoons, tsunamis, droughts, windstorms, floods and earthquakes. Climate change has increased and may continue to increase the frequency, severity and uncertainty of such events. For example, sea level rise could potentially impact coastal and other low-lying areas, cause erosion of shorelines, higher water tables and increased flooding, which could damage the Company’s vessels, terminals or facilities. In addition, the Company’s customers and the island communities it serves throughout the Pacific are particularly vulnerable to rising sea levels and severe storms, which may drive inhabitants away from these regions and reduce demand for the Company’s services in the affected areas and adversely impact our business.

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The Company’s operations are also vulnerable to risks related to the operation of ocean-going vessels, including risks of potential marine accidents, or disasters, including grounding, fires, explosions, collisions, mechanical failures, human error, maintenance issues, latent defects, oil or other spill or environmental accidents, whale strikes, war, terrorism and piracy, lost or damaged cargo, delays, injury and loss of life. These risks could be exacerbated by severe weather or other climate-driven events. Changing macroeconomic and geopolitical conditions, including geopolitical conflict, may also result increased attacks on vessels, piracy or terrorism.

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​

Such events could interfere with the Company’s ability to provide on-time scheduled service, require evacuation of personnel or stoppage of services or impact the Company’s customer’s operations, resulting in increased expenses and potential loss of business associated with such events. In addition, severe weather and natural disasters can result in interference with the Company’s terminal operations and may cause serious damage to its vessels and cranes. These impacts could be particularly acute in ports such as Dutch Harbor and Kodiak, Alaska where the Company is dependent on a single crane. The Company’s vessels and their cargoes, terminals and other facilities are also subject to operating risks such as mechanical failure, collisions and human error.

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The occurrence of any of these events may result in damage to or loss of terminals, port facilities and infrastructure, vessels, containers, cargo and other equipment, increased maintenance expense, loss of life or physical injury to its employees or people, pollution, or the slow down or suspension of operations. For example, damage to the Company’s vessels could require repair at a dry-docking facility. The costs of repairs may be substantial which may adversely affect the Company’s business and financial condition. Further, the Company may be unable to find space at a suitable dry-docking facility, the vessels may be forced to wait for space or be towed to a different facility, all of which could result in additional expenses and delays, and may adversely affect the Company’s business.

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These events can also expose the Company to reputational harm and liability for resulting damages, including for loss of life and property, and possible penalties that, pursuant to typical maritime industry policies, it must pay and then seek reimbursement from its insurer. Affected vessels may also be removed from service and thus would be unavailable for income-generating activity. Furthermore, the Port of Alaska requires upgrades to its port facilities and infrastructure to improve operational safety and efficiency, accommodate modern shipping operations and improve resiliency, as well as to mitigate the risk of failure due to corrosion, deterioration or loss of load bearing capacity. As a result, there is an increased risk that an earthquake or other natural disaster could damage or render inoperable, in whole or in part, port facilities and infrastructure at the Port of Alaska. This, in turn, could adversely affect transportation volumes or rates in Alaska and adversely impact the Company’s Ocean Transportation business and Span Alaska’s freight forwarding business, particularly given the Alaskan economy’s dependence on this port for ocean cargo.

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There is no assurance that our efforts to mitigate the impact of these risks, including from severe weather or other climate-driven events on our operations, will be effective. Although we take measures that we believe are reasonable to mitigate these risks, it is not practicable to eliminate such risks altogether. The Company’s casualty and liability insurance policies are generally subject to large retentions and deductibles and may not cover all losses the Company may incur. Some types of losses, such as losses resulting from a port blockage, generally are not insured. In some cases, the Company retains the entire risk of loss because it is not economically prudent to purchase insurance coverage or because of the perceived remoteness of the risk. Other risks are uninsured because insurance coverage may not be commercially available. Finally, the Company retains all risk of loss that exceeds the limits of its insurance.

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The Company may be impacted by transitional and other risks arising from climate change.

​

The Company may be impacted by transitional and other risks arising from climate change and the global shift toward a low carbon future. Organizational, industrial and governmental shifts in operations as well as legal and regulatory requirements to reduce or eliminate emissions and/or increase efficiency, or any amendments, modifications or changes in the interpretation, application or enforcement of any such operations or requirements, may require the Company to increase expenditures, make changes to existing infrastructure, vessels and equipment, limit the speed at which the Company’s vessels are permitted to travel, and make other changes to its business model. For example, the maritime industry is moving toward deployment of clean energy technologies and use of electricity powered by renewable energy sources to power terminal operations as a way to reduce shoreside GHG emissions. As the Company and SSAT increase their reliance on the power grid at terminals, including for cold-ironing and ground service fleets, the Company may experience increased risks related to power outages, brown outs or black outs. The likelihood of these risks is compounded by uncertainties regarding the reliability of renewable energy sources as well as any increased frequency of extreme weather events that may disrupt the generation or transmission of electricity.

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In addition, compliance with climate change requirements or regulations such as the IMO’s CII requirements, or any amendments, modifications or changes in the interpretation, application or enforcement of any such requirements or regulations, may create schedule disruptions and could require Matson’s fleet to slow down if efficiency improvements or transitions to alternative fuels together are not enough to reduce GHG emissions sufficiently, thus impacting Matson’s expedited business model and competitive advantage.

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New environmental requirements for vessel performance and operation could also require the Company to accelerate the building of new vessels, increase the construction costs for new vessels and equipment to accommodate even newer technology as it emerges while today’s technology becomes obsolete, initiate unexpected retrofit projects for existing vessels, retire older vessels earlier than expected, or render reserve vessels unusable. If these outcomes were to occur, the Company’s business, results of operations, cash flows and financial condition could be adversely affected.

​

The Company faces risks related to actual or threatened health epidemics, outbreaks of disease, pandemics or other major health crises, which could significantly disrupt the Company’s business.

​

The Company’s business has in the past, and could in the future, be impacted adversely by outbreaks of disease, the effects of public health epidemics, pandemics or other major heath crises (which the Company refers to collectively as public health crises), such as the COVID-19 pandemic. Actual or threatened public health crises can have a number of adverse impacts, including volatility in the global economy, impacts to the Company’s customers’ business operations, reduced tourism in the markets the Company serves, potential restrictions on employee travel, or significant disruptions in ocean-borne transportation of goods, logistics demand and supply chain activity, caused by a variety of factors such as quarantines, factory and office closures, port closures, or other government-imposed restrictions, any of which can adversely impact the Company’s business, financial condition, operating results and cash flows.

​

The Company’s significant operating agreements and leases could be renewed/replaced on less favorable terms or may not be renewed/replaced on acceptable terms, if at all.

​

The significant operating agreements and leases entered into by the Company in the course of its operations, including those related to terminals, chartered vessels, bonded and unbonded container yards, cross-dock facilities, warehouses and offices as well as those entered into with SSAT, expire at various points in time and may not be renewed/replaced with comparable assets with the specifications necessary for the Company’s or SSAT’s businesses or could be renewed/replaced on less favorable terms, if at all, thereby adversely affecting the Company’s future financial position, results of operations and cash flows.

​

The Company may face unexpected dry-docking or repair costs for its vessels.

​

The Company routinely engages shipyards to dry-dock its vessels for regulatory compliance and to provide repair and maintenance, and capital enhancements. Vessels may also have to be dry-docked or repaired at sea in the event of accidents or other unforeseen damage. Unexpected dry-dockings or repairs could require the Company to activate a reserve vessel, purchase additional fuel and operate a less-efficient, smaller vessel for a period of time. The Company also operates a number of older active and reserve vessels that may require more frequent and extensive maintenance. The cost of repairs is difficult to predict and can be substantial. In addition, the time when a vessel is out of service for maintenance is determined by a number of factors, including regulatory deadlines, market conditions, shipyard availability, shipyard location, availability of employees and repairmen, and customer requirements, and accordingly, the length of time that a vessel may be out of service may be longer than anticipated, which could adversely affect the Company’s business, financial condition, results of operations and cash flows. The timing and expense required for repairs could be exacerbated by compliance with MARAD and Jones Act requirements.

​

The Company is involved in a joint venture and is subject to risks associated with joint venture relationships.

​

The Company is involved in a terminal joint venture with SSAT (and through SSAT, other joint ventures at various U.S. West Coast terminals), and may initiate future joint venture projects. A joint venture involves certain risks for the Company such as:

​

● | The Company’s lack of voting control over the joint venture, including the risk that the joint venture takes actions resulting in reputational harm to the Company;

● | Misalignment or inconsistency of interests between the Company and the joint venture partner;

● | Reliance on the joint venture partner to fund its share of capital or fulfill its other commitments, including the risk that the joint venture partner could become bankrupt; and

● | Operating difficulties and financial losses, including from abandonment or termination of terminal lease agreements, at the joint venture, which may lead to SSAT writing down assets or incurring impairment charges.

​

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In addition, the Company relies on SSAT for its stevedoring services at the ports of Long Beach and Oakland, California and Tacoma, Washington on the U.S. West Coast. The Company could be adversely affected by any changes in the services provided or to the costs of such services provided by SSAT. Furthermore, the Company’s results of operations have been and may continue to be impacted by lower share of income from SSAT, including as a result of declines in lift volumes due to reduced carrier volumes into U.S. West Coast ports.

​

The Company is subject to risks associated with conducting business in foreign markets.

​

Matson’s China service and other international services are subject to risks associated with conducting business in foreign markets, which include:

​

● | Challenges associated with operating in foreign countries and developing relationships with foreign companies, business associates and governments, including as a result of cultural differences;

● | Difficulties in staffing and managing foreign operations, including dynamic employment and immigration laws;

● | The Company’s ability to comply with U.S. and foreign legal and regulatory restrictions, including anti-corruption laws such as the Foreign Corrupt Practices Act;

● | Not having continued access to existing port facilities or feeder vessels;

● | The Company’s ability to manage changes in the cost of goods or currency exchange rate fluctuations;

● | Geopolitical and economic instability;

● | Economic downturns or slower growth in the local markets or geographic areas in which we conduct business;

● | Dynamics involving U.S. trade relations with other countries, including uncertainty associated with the scope, level, magnitude, duration and product range of tariffs, port entry fees, non-tariff trade barriers or sanctions, including the use of export control restrictions and sanctions against certain countries and individual companies, or other retaliatory governmental actions, and responsive actions taken by the Company’s customers, including with respect to their supply chains;

● | The Company’s ability to offer a differentiated service for which customers are willing to pay a significant premium; and

● | Customer preferences to diversify supply chains away from, or otherwise limit sourcing from, certain countries.

​

The Company’s terminals in Hawaii and Alaska require modernization.

​

The Company has completed the first phase of renovating and modernizing its Sand Island terminal in Honolulu Harbor. However, significant upgrades remain, including the long-term expansion program at the Sand Island terminal and projects to improve resiliency to risks from events such as severe weather, natural disasters, sea level rise and other climate-change related risks. The Company is continuing discussions with state and local authorities regarding a port modernization program for the Port of Alaska. Significant upgrades to the terminal and port facilities at the Port of Alaska are needed to improve operational safety and efficiency, accommodate modern shipping operations, and improve resiliency, including to risks due to severe weather events, natural disasters and climate-change related risks. For example, the aging cranes and dock facilities of the port are increasingly exposed to the risk of failure due to corrosion, deterioration, and the loss of load-bearing capacity particularly in the event of extreme seismic events or other natural disasters. Regulatory, construction or other delays or cost overruns related to the expansion and modernization of the terminals could have an adverse impact on the Company’s business plans, financial condition and results of operations. In addition, the terminal modernization programs may not result in improved operational productivity or improved resiliency to severe weather events, extreme seismic events or other natural disasters or generate expected returns.

​

Heightened security measures, war, actual or threatened terrorist attacks, efforts to combat terrorism and other acts of violence may adversely impact the Company’s operations and profitability.

​

War, terrorist attacks and other acts of violence may cause consumer confidence and spending to decrease, or may affect the ability or willingness of tourists to travel to Hawaii, Guam or Alaska, thereby adversely affecting those economies and the Company. Wars or terrorism could impact global supply chains due to changes in vessel routing, product sourcing decisions, or governmental sanctions or restrictions. Additionally, acts of war and future terrorist attacks could increase volatility in the U.S. and worldwide financial markets. Acts of war or terrorism may also be directed at the Company’s shipping operations or may cause the U.S. government to take control of Matson’s vessels for military operations. Heightened security measures, including customs inspections and related procedures in countries of origin and destination, potentially slow the movement and increase the cost of freight through U.S. or foreign ports, across borders or on U.S. or foreign railroads or highways.

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​

Acquisitions may have an adverse effect on the Company’s business.

​

The Company’s growth strategy includes expansion through acquisitions, including, for example, the Company’s acquisitions of Horizon Lines, Inc. (“Horizon”) in 2015 and Span Alaska in 2016. There is no assurance that the Company will be successful in identifying, negotiating or consummating any future acquisitions. Even if suitable candidates are identified, such transactions may result in regulatory scrutiny, litigation or difficulties assimilating acquired assets or companies, and may result in the diversion of the Company’s capital and its management attention from other business issues and opportunities. The Company may not be able to integrate companies that it acquires successfully, including their personnel, financial systems, distribution, operations and general operating procedures. The Company may also encounter challenges in achieving appropriate internal control over financial reporting in connection with the integration of an acquired company. The Company may pay a premium for an acquisition, resulting in goodwill that may later be determined to be impaired.

​

Risks Related to Employees

​

Work stoppages or other labor disruptions caused by the Company’s unionized workers and other workers or their unions in related industries could adversely affect the Company’s operations.

​

A significant portion of Matson’s employees are covered by collective bargaining agreements. Furthermore, the Company relies on the services of third parties, including SSAT, which employ persons covered by collective bargaining agreements. For additional information on collective bargaining agreements with unions, see Part I, Item 1, Subheading C. Employees and Labor Relations of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

​

Previously, the Company has been adversely affected by actions taken by employees of the Company or other companies in related industries against efforts by management of the Company or other companies to control labor costs, restrain wage or benefit increases or modify work practices. In the past, strikes, slow-downs and disruptions have occurred as a result of the failure of Matson or other companies in its industry to negotiate collective bargaining agreements with such unions successfully.

​

In addition, any slow-downs, strikes, lock-outs or other disruptions, including limits on the availability of labor through trade union hiring halls, have had and in the future, particularly in years when collective bargaining agreements are being negotiated, could have an adverse impact on Matson’s or SSAT’s operations.

​

Loss of the Company’s key personnel or failure to adequately manage human capital could adversely affect its business.

​

The Company’s future success depends, in significant part, upon the continued services of its key personnel and skilled employees, including its senior management, as well as key personnel at its joint venture partners. The permanent or temporary loss of the services of key personnel could adversely affect the Company’s future operating results because of such employees’ experience with and knowledge of the Company’s business and customer relationships. If key personnel and skilled employees depart or are unable or unwilling to work, the Company’s ability to execute its business model could be impaired to the extent it cannot replace such personnel or sufficiently train new personnel in a timely manner. In addition, the Company may incur significant costs to replace these employees. Whether the Company can meet its labor needs is subject to a variety of pressures, including market compensation and benefit levels, which may be impacted by pressure within the industry to increase wages, including due to the threat of a labor strike; the availability of labor, which may be impacted by national and global labor trends including higher-than-normal levels of individuals leaving the workforce and industry trends including aging workforces that may reduce the available pool of skilled workers; a mismatch of skills or experience to support the evolving needs of the Company’s business; and employee expectations or desire for changes in the work environment. In addition, the Company’s workforce is aging, and within the next few years an increasing number of employees will be eligible to retire, which may result in a period of higher turnover rates than we have historically experienced and could amplify these challenges. The Company does not maintain key person insurance on any of its key personnel.

​

The Company’s investments in and efforts to manage its human capital and maintain a desirable workplace culture, including to create a safe and healthy work environment, and foster a rewarding workplace for employee development

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and advancement, may not be successful in identifying, attracting, developing, motivating, retaining, competing for or replacing qualified personnel. These efforts and the Company’s reputation may also be impacted by any failure or perceived failure to meet or timely progress on publicly disclosed human capital-related goals and initiatives, or to compare favorably with the progress or goals of its industry or peers.

​

Risks Related to Information Technology

​

If the Company is not able to use its information technology and communications systems effectively, the Company’s ability to conduct business might be negatively impacted.

​

The Company is highly dependent on the proper functioning of its information technology systems to enable operations and compete effectively. The Company regularly updates its information technology systems or implements new systems, which could cause substantial business interruption. There is no assurance that the systems upgrades or new systems will meet the Company’s current or future business needs, or that they will operate as designed. In addition, adoption of new and rapid changes in technology, such as the rise in artificial intelligence applications, may impact the transportation and logistics industry. If Matson does not appropriately adapt its operations to these new technologies as quickly or effectively as its competitors, the Company’s business could be adversely affected.

​

The Company’s information technology systems also rely on third-party service providers for access to the Internet, satellite-based communications systems, the electric grid, database storage facilities and telecommunications providers. The Company has no control over the operations of these third-party service providers. In the past, disruptions in the Company’s third-party service providers have impacted the Company’s operations, including the Company’s ability to book and manage freight, stow vessels, and process customs declarations. Some of the Company’s employees work from home or remotely, increasing the Company’s dependence on its information technology systems and third-party providers during those times. If the Company’s information technology and communications systems experience reliability issues, integration or compatibility concerns or if the Company’s third-party providers are unable to perform effectively or experience disruptions, cyber attacks or failures, there could be an adverse impact on the availability and functioning of the Company’s information technology and communications systems, which could lead to business disruption or inefficiencies, reputational harm or loss of customers.

​

The Company’s information technology systems have in the past and may in the future be exposed to cybersecurity risks and other disruptions that could impair the Company’s ability to operate and adversely affect its business.

​

The shipping industry is a more frequent target of cyber attacks than some other industries because of the essential nature of these services. The Company relies extensively on its information technology systems and third-party service providers in many aspects of its business, including cloud services for accounting, billing, disbursement, cargo booking and tracking, vessel scheduling and stowage, equipment tracking, customer service, banking, payroll and employee communication systems. The Company also collects, stores and transmits sensitive data, including its proprietary business information and that of its customers, and personally identifiable information of its customers and employees. The Company’s practices, policies and other efforts, including as described in Part I, Item 1C of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, may not be sufficient to prevent, detect or remediate all cybersecurity risks or other disruptions, and the Company and its service providers have in the past experienced and may in the future experience cybersecurity incidents, disruptions, threats and vulnerabilities such as malware (including computer viruses and ransomware), software bugs, denial-of-service (“DoS”) attacks, phishing, spoofing, identity-based attacks, code injection attacks, cyber terrorism, sabotage, circumvention of security systems (whether physical or virtual), malfeasance, breaches due to employee error, natural disasters, accidents, power disruptions or loss, telecommunications failure, unauthorized access or other catastrophic events or failures at the Company’s facilities, aboard its vessels or at third-party locations.

​

Any failure, breach or unauthorized access to the Company’s systems or those of third parties on which the Company relies could result in the loss of confidential, sensitive or proprietary information, interruptions in its service or production or otherwise impact the Company’s ability to conduct business operations, and potentially could result in reductions in revenue and profits, damage to its reputation or liability.

​

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Risks Related to Financial Matters

​

A deterioration of the Company’s credit profile, disruptions of the credit markets or higher interest rates could restrict its ability to access the debt capital markets or increase the cost of debt.

​

Deterioration in the Company’s credit profile may have an adverse effect on the Company’s ability to access the private or public debt markets and also may increase its borrowing costs. If the Company’s credit profile deteriorates significantly, its access to the debt capital markets or its ability to renew its committed lines of credit may become restricted, or the Company may not be able to refinance debt at the same levels or on the same terms. Because the Company relies on its ability to draw on its revolving credit facility to support its operations when required, any volatility or disruption in the credit and financial markets or other development that prevents the Company from accessing funds (for example, a lender that does not fulfill its lending obligation) or renewing its revolving credit facility could have an adverse effect on the Company’s financial condition and cash flows. Additionally, the Company’s credit agreements generally include an increase in borrowing rates if the Company’s credit profile deteriorates. Furthermore, the Company incurs interest under its revolving credit facility based on floating rates. Floating rate debt creates higher debt service requirements as market interest rates increase, as was the case in connection with the U.S. Federal Reserve’s interest rate increases in 2022 and 2023, and high interest rates can adversely affect the Company’s cash flow and results of operations. Disruptions to the credit markets as a result of macroeconomic, geopolitical, or financial market developments could increase the Company’s cost of capital and limit the Company’s access to capital.

​

Failure to comply with certain restrictive financial covenants contained in the Company’s credit facilities could preclude the payment of dividends, impose restrictions on the Company’s business segments, capital resources or other activities or otherwise adversely affect the Company.

​

The Company’s credit facilities contain certain restrictive financial covenants, the most restrictive of which include a maximum ratio of debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”), certain prohibitions on additional priority debt and the maintenance of minimum shareholders’ equity. If the Company does not maintain these and other required covenants, and a breach of such covenants is not cured timely or waived by the lenders, resulting in a default, the Company’s access to credit may be limited or terminated, dividends may be suspended, and the lenders could declare any outstanding amounts due and payable. The Company’s continued ability to borrow under its credit facilities is subject to compliance with these financial and other non-financial covenants.

​

The Company’s effective income tax rate may vary.

​

Various internal and external factors may have favorable or unfavorable material or immaterial effects on the Company’s effective income tax rate and, therefore, impact the Company’s net income and earnings per share. These factors include, but are not limited to changes in tax rates; changes in tax laws, regulations, and rulings; changes in interpretations of existing tax laws, regulations and rulings; changes in the evaluation of the Company’s ability to realize deferred tax assets, and changes in uncertain tax positions; changes in accounting principles; changes in current pre-tax income as well as changes in forecasted pre-tax income; changes in the level of Capital Construction Fund (“CCF”) deductions, non-deductible expenses, and expenses eligible for tax credits; changes in the mix of earnings among countries with varying tax rates; changes to the allowable amounts of foreign-derived deduction eligible income; and acquisitions and changes in the Company’s corporate structure. These factors may result in periodic revisions to the Company’s effective income tax rate, which could affect the Company’s cash flow and results of operations.

​

Changes in the value of pension assets, or a change in pension law or key assumptions, may adversely affect the Company’s financial performance.

​

The amount of the Company’s employee pension and post-retirement benefit costs and obligations is calculated on assumptions used in the relevant actuarial calculations. Adverse changes in any of these assumptions due to economic or other factors, changes in discount rates, higher health care costs, or lower actual or expected returns on plan assets, may adversely affect the Company’s operating results, cash flows, and financial condition. In addition, a change in federal law, including changes to the Employee Retirement Income Security Act or Pension Benefit Guaranty Corporation premiums, may adversely affect the Company’s single-employer and multi-employer pension plans and plan funding. These factors, as well as a decline in the fair value of pension plan assets, may put upward pressure on the cost of providing pension and medical benefits and may increase future pension expense and required funding contributions.

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There can be no assurance that the Company will be successful in limiting future cost and expense increases, and continued upward pressure in costs and expenses could further reduce the profitability of the Company’s businesses.

​

The Company may have exposure under its multi-employer pension and post-retirement plans in which it participates that extends beyond its funding obligation with respect to the Company’s employees.

​

The Company contributes to various multi-employer pension plans. In the event of a partial or complete withdrawal by the Company from any plan that is underfunded, the Company would be liable for a proportionate share of such plan’s unfunded vested benefits (see Note 11 to the Consolidated Financial Statements in Item 8 of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024). Based on the limited information available from plan administrators, which the Company cannot independently validate, the Company believes that its portion of the contingent liability in the case of a full withdrawal or termination may be material to its financial position and results of operations. If any other contributing employer withdraws from any plan that is underfunded, and such employer (or any member of its controlled group) cannot satisfy its obligations under the plan at the time of withdrawal, then the Company, along with the other remaining contributing employers, would be liable for its proportionate share of such plan’s unfunded vested benefits. In addition, if any of the multi-employer plans to which the Company contributes fails to satisfy the minimum funding requirements, the Internal Revenue Service will impose certain penalties and taxes on the Company and other contributing employers.

​

Risks Related to Legal, Regulatory and Compliance Matters

​

As an ocean transportation and logistics services company, the Company is subject to numerous safety, environmental, and other laws and regulations that impact the Company’s operations, are costly to comply with and expose the Company to liability.

​

The Company, including its vessels and terminals, is subject to numerous federal, state and local laws and regulations, including those related to safety, cabotage, equipment standards and government rates. In addition, the Company is subject to environmental laws and regulations, including those relating to air quality initiatives at port locations; air emissions; use of shore power at California ports; wastewater discharges; management of storm water; the storage, transportation, handling, emission and disposal of solid and hazardous materials, oil and oil related products, hazardous substances and wastes; the investigation and remediation of contamination and liability for damages to the environment; health, safety and the protection of the environment and natural resources; and climate change, including any regulations, mandates or restrictions related to GHG emissions, such as a potential carbon tax, and energy use. Any changes in applicable laws and regulations, including their enforcement, interpretation or implementation that results in more stringent requirements than currently anticipated, as well as any new laws and regulations that are adopted could impose significant additional costs and limitations on the Company’s ability to operate. Mitigation strategies or contingency plans to remain in compliance with applicable laws and regulations may be unsuccessful, result in additional costs or experience delays. Such costs may not be recoverable through increased payments from customers. For a discussion of specific laws and regulations, see Part I, Item 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

​

Federal, state and local laws and regulations require us to obtain certificates of financial responsibility and to adopt procedures for oil and hazardous substance spill prevention, response and clean up, among other requirements impacting the Company’s business. In complying with applicable laws and regulations, the Company has incurred expenses and may incur material future costs and expenses related to vessel and equipment modifications, new equipment, higher-priced fuel, changes in operating practices and procedures, tracking emissions, changing routes, adopting or modifying energy sources and undergoing additional oversight inspections, all of which could adversely affect the Company’s business and financial condition. For example, Matson’s vessels operate within emissions control areas, and the Company’s U.S. flagged vessels generally must be maintained “in class” and are subject to periodic inspections by the American Bureau of Shipping or similar classification societies. They also must be periodically inspected by, or on behalf of, the United States Coast Guard. The Company’s vessels’ operating certificates and licenses are renewed periodically during the required annual surveys of the vessels, but there is no assurance that the Company’s programs and policies will be sufficient to have such certificates and licenses renewed. The EPA also requires vessels to obtain coverage under a general permit and to comply with inspection, monitoring, discharge, recordkeeping and reporting requirements.

​

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These laws and regulations provide for substantial fines, sanctions, as well as criminal and civil penalties and significant environmental liabilities, in the event of any violations of, or non-compliance with, their requirements (including any waivers, permits or recordkeeping and other reporting requirements). Any vessel-generated pollution from incidents in U.S. waters within three nautical miles, and in some cases, within the 200-mile exclusive economic zone, for example, could expose us to such fines or penalties.

​

The Company is subject to, and may in the future be subject to, disputes, legal or other proceedings, and government inquiries or investigations that could have an adverse effect on the Company.

​

The nature of the Company’s business exposes it to the potential for disputes, legal or other proceedings, and government inquiries or investigations relating to antitrust matters, labor and employment matters, personal injury, loss of life and property damage, environmental, shore power and other matters, as discussed in the other risk factors disclosed in this section or in other Company filings with the SEC. For example, Matson is a common carrier, whose tariffs, rates, rules and practices in dealing with its customers are governed by extensive and complex foreign, federal, state and local regulations, which may be the subject of disputes or administrative or judicial proceedings. If these disputes develop into proceedings, these proceedings, individually or collectively, could involve or result in significant expenditures or losses by the Company, or result in significant changes to Matson’s tariffs, rates, rules and practices in dealing with its customers.

​

​

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

​

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchases: The following is the summary of Matson shares that were repurchased under the Company’s share repurchase program during the three months ended September 30, 2025:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | Total Number of |  | Maximum Number |
​ | ​ | ​ | ​ | ​ | ​ | ​ | Shares Purchased | ​ | of Shares that May |
​ | ​ | Total Number of | ​ | ​ | ​ | ​ | as Part of Publicly | ​ | Yet Be Purchased |
​ | ​ | Shares | ​ | Average Price | ​ | Announced Plans or | ​ | Under the Plans or |
Period | ​ | Purchased | ​ | Paid Per Share | ​ | Programs (1) (2) | ​ | Programs |
July 1 – 31, 2025 | ​ | 220,000 |  | $ | 110.47 | ​ | 220,000 | ​ | 2,250,956 | ​
August 1 – 31, 2025 | ​ | 190,000 | ​ | ​ | 106.42 | ​ | 190,000 | ​ | 2,060,956 | ​
September 1 – 30, 2025 | ​ | 205,000 | ​ | ​ | 103.60 | ​ | 205,000 | ​ | 1,855,956 | ​
Total |  | 615,000 | ​ | $ | 106.93 |  | 615,000 | ​ | ​ | ​

(1) | On June 24, 2021, Matson’s Board of Directors approved a share repurchase program of up to 3.0 million shares of common stock, with subsequent approvals for the addition of 3.0 million shares on each of January 27, 2022, August 23, 2022, April 27, 2023 and February 27, 2025, for an aggregate total of 15.0 million shares of common stock. The share repurchase program expires on December 31, 2027. Shares will be repurchased in the open market from time to time, and may be made pursuant to a trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

(2) | Amounts exclude shares withheld for employee taxes upon vesting of stock-based awards.

​

​

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

​

None.

​

ITEM 4. MINE SAFETY DISCLOSURES

​

None.

​

​

ITEM 5. OTHER INFORMATION

​

(c) Trading Plans: During the quarter ended September 30, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements except as previously reported in Part II, Item 5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

​

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ITEM 6. EXHIBITS

10.1*,** | Letter Agreement Counter Parties
​ | ​
31.1** | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
​ | ​
31.2** | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
​ | ​
32*** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
​ | ​
101.INS** | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
​ | ​
101.SCH** | Inline XBRL Taxonomy Extension Schema Document
​ | ​
101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document
​ | ​
101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document
​ | ​
101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document
​ | ​
101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document
​ | ​
104** | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).

​

* Indicates management contract or compensatory plan or arrangement.

** Filed herewith.

*** Furnished herewith.

​

​

​

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SIGNATURES

​

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

​

​ |
​ | MATSON, INC.
​ | (Registrant)
​ | ​
​ | ​
Date: November 5, 2025 | /s/ Joel M. Wine
​ | Joel M. Wine
​ | Executive Vice President and
​ | Chief Financial Officer
​ | (principal financial officer)
​ | ​
Date: November 5, 2025 | /s/ Kevin L. Stuck
​ | Kevin L. Stuck
​ | Vice President and Controller
​ | (principal accounting officer)

​

​

​

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