M&A activity snapshot
Trucking consolidation runs through large carriers buying private fleets. Knight-Swift agreed to buy U.S. Xpress for a total enterprise value of approximately $808 million, including $484 million of assumed debt and finance leases. TFI International closed its Daseke purchase in April 2024 at a total enterprise value of approximately US $1.1 billion. In January 2026, Werner bought dedicated carrier FirstFleet for approximately $245 million in cash, plus 11 properties for $37.8 million.
The market below those deals is extremely fragmented. Of almost 580,000 active U.S. motor carriers registered with FMCSA as of June 2025, 91.5% operate 10 or fewer trucks. The carrier count has not shrunk much despite a long freight downturn: FTR's Avery Vise told Trucking Dive the market still has nearly 86,000 more for-hire firms than before the pandemic, a 33% increase.
LTL is the opposite: the largest 5 and 10 LTL carriers accounted for approximately 56% and 81% of the domestic LTL market in 2024, per Transport Topics data cited by Old Dominion. The defining LTL deal of the period was an asset sale. When Yellow went bankrupt, XPO paid $870 million for 28 service centers and Saia agreed to pay $235.7 million for 17 Yellow terminals.
Who is buying
Public truckload carriers are the most consistent buyers. Knight-Swift says it has grown through the acquisition of twenty-five companies and built its LTL segment from the ACT and MME acquisitions in 2021, then added DHE in 2024. Canadian consolidator TFI International uses U.S. acquisitions to add specialized and flatbed capacity, as with Daseke's approximately 4,900 tractors and 11,000 flatbed and specialized trailers.
Dedicated-fleet buyers pay for contract tenure. Werner highlighted FirstFleet's average 17-year tenure among their top 10 customers when it announced the deal. Regional LTL carriers buy terminals and door capacity. Knight-Swift said DHE increases our LTL terminal and door counts by approximately 10%.
Private equity and search funds are more selective in asset-heavy truckload than in freight brokerage or contract logistics, because the business needs continuous capital for tractors and trailers. For context on how sector-specialist buyers approach outreach, see why vertical-focused buyers outperform generalists.
What buyers look for
Operating ratio (operating expenses divided by revenue) is the headline metric, and lower is better. Old Dominion reported an operating ratio of 75.2% in 2025. Saia reported 89.1 percent, up from 85.0 percent in 2024, and Knight-Swift's truckload segment ran a 97.0% operating ratio during 2025. A buyer reads a private carrier's ratio against those public benchmarks.
Contract mix and customer tenure. Dedicated and contract freight with long-tenured shippers is worth more than spot exposure. Real estate. Owned terminals and yards carry value on their own, which is why Werner bought FirstFleet's properties separately. Safety and compliance records. Buyers verify ELD use, pre-employment and annual Drug and Alcohol Clearinghouse queries, and roadside inspection history.
Driver supply. New federal rules now affect who can drive. An April 2025 executive order directed FMCSA to make a violation of the English language proficiency requirement an out-of-service condition. FMCSA's non-domiciled CDL rule estimated that roughly 194,000 current non-domiciled CDL holders will exit the freight market. Buyers now ask how much of a target's roster is exposed.
What makes a strong company
A carrier that reaches the top of the range usually shows:
- An operating ratio that is stable through the freight cycle, not just in a strong quarter.
- Dedicated or contract revenue with multi-year customer tenure, and no single shipper that dominates revenue.
- A clean safety and compliance file: ELD records, Clearinghouse queries, and inspection history a buyer can check without surprises.
- A tractor and trailer fleet with a documented replacement schedule, so the buyer is not funding a deferred capex backlog.
- For LTL, owned terminals in markets an acquirer wants, with door counts it can use.
- A corporate structure that lets authority transfer cleanly. FMCSA notes that new entities must apply for their own operating authority unless the transaction is a purchase of an entire operation.
Valuation and deal structure
Asset-based truckload trades at modest multiples. In the Daseke merger proxy, J.P. Morgan compared Daseke to Knight-Swift, Schneider, Werner, and Heartland and selected a FV/2024E Adj. EBITDA multiple reference range of 4.5x to 6.0x. Its review of precedent truckload transactions since 2007 produced a FV/LTM Adj. EBITDA multiple reference range of 4.5x to 6.0x as well. Heartland Express said its $525 million CFI purchase approximated 5x run rate adjusted EBITDA in 2022.
Revenue multiples are low because margins are thin. By Axia arithmetic, Werner's $245 million price for a business with more than $615 million in annual revenues is about 0.4x revenue. No major lower-middle-market data provider publishes a separate trucking multiple series, so these public-company figures are the best available proxy for smaller private carriers. Treat them as market data, not a valuation of any one business; Axia's valuation tool gives owners a starting estimate.
Structure follows the asset base. Deals often separate real estate from the operating company, as Werner did. Equipment debt and finance leases are assumed or repaid at close, which is why U.S. Xpress's enterprise value included $484 million of outstanding debt and finance leases.
Outlook
The freight cycle turned in 2026. The Cass shipments index rose 2.1% year over year in August 2026, the first gain since January 2023, ending a 42-month downturn. The Cass Truckload Linehaul Index was up 11.3% y/y in August. Knight-Swift's CEO described supply-driven tightening pushing spot rates, tender rejection rates, and contractual negotiations higher in the second quarter.
That recovery is supply-led. ATA's chief economist said tonnage levels confirm the change is due to reduced capacity rather than stronger demand, and the tonnage index decreased 1.6% from the same month in 2025. Over the next 12-24 months, expect carriers with clean compliance files and stable driver rosters to gain value, because regulation is now part of the capacity story. Expect public carriers to keep buying dedicated fleets and LTL terminals. See the Transportation & Logistics overview for how trucking compares with brokerage and warehousing.