Mullen Group Ltd. — Interim / Quarterly Report 2026

Apr 23, 2026

Mullen Group

MARCH 31, 2026

INTERIM FINANCIAL REPORT

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CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

| (unaudited)
($ thousands) | Note | March 31, 2026 | December 31, 2025 |
| --- | --- | --- | --- |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | | 141,749 | 144,638 |
| Trade and other receivables | 6 | 337,532 | 301,611 |
| Inventory | | 45,973 | 45,085 |
| Derivative financial instruments – current portion | 7 | — | 26,598 |
| Prepaid expenses | | 31,985 | 28,244 |
| Current tax receivable | | 19,385 | 17,595 |
| | | 576,624 | 563,771 |
| Non-current assets: | | | |
| Property, plant and equipment | | 1,075,177 | 1,070,620 |
| Right-of-use assets | | 226,971 | 233,992 |
| Goodwill | | 454,303 | 447,668 |
| Intangible assets | | 200,823 | 192,609 |
| Investments | | 41,146 | 43,321 |
| Deferred tax assets | | 945 | 1,017 |
| Other assets | | 16,118 | 17,347 |
| | | 2,015,483 | 2,006,574 |
| Total Assets | | 2,592,107 | 2,570,345 |
| Liabilities and Equity | | | |
| Current liabilities: | | | |
| Accounts payable and accrued liabilities | | 223,304 | 204,168 |
| Dividends payable | 8 | 6,714 | 6,701 |
| Current tax payable | | 2,147 | 3,335 |
| Lease liabilities – current portion | | 45,325 | 45,915 |
| Current portion of long-term debt | 10 | 404 | 26 |
| | | 277,894 | 260,145 |
| Non-current liabilities: | | | |
| Long-term debt | 10 | 794,682 | 791,480 |
| Lease liabilities | | 209,677 | 217,126 |
| Decommissioning liabilities | | 2,463 | 1,676 |
| Deferred tax liabilities | | 161,678 | 159,457 |
| | | 1,168,500 | 1,169,739 |
| Equity: | | | |
| Share capital | 11 | 912,154 | 908,970 |
| Contributed surplus | | 30,835 | 30,748 |
| Accumulated other comprehensive income | | 4,110 | 3,046 |
| Retained earnings | | 198,614 | 197,697 |
| | | 1,145,713 | 1,140,461 |
| Total Liabilities and Equity | | 2,592,107 | 2,570,345 |

The notes which begin on page 43 are an integral part of these condensed interim consolidated financial statements.

Approved by the Board of Directors on April 22, 2026, after review by the Audit Committee.

"Signed: Murray Mullen"
"Signed: Richard Whitley"
Murray K. Mullen, Director
Richard Whitley, Director

2026 FIRST QUARTER INTERIM REPORT

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CONDENSED CONSOLIDATED STATEMENT OF INCOME

| (unaudited)
($ thousands, except share and per share amounts) | Note | Three month periods ended March 31 | |
| --- | --- | --- | --- |
| | | 2026 | 2025 |
| Revenue | 14 | 547,696 | 497,143 |
| Direct operating expenses | | 390,334 | 355,381 |
| Selling and administrative expenses | | 81,315 | 73,785 |
| Operating income before depreciation and amortization | | 76,047 | 67,977 |
| Depreciation of property, plant and equipment | | 18,540 | 17,769 |
| Depreciation of right-of-use assets | | 12,536 | 12,226 |
| Amortization of intangible assets | | 6,874 | 4,129 |
| Finance costs | | 13,520 | 11,455 |
| Net foreign exchange loss (gain) | 7 | 3,150 | (799) |
| Other (income) expense | 15 | (6,335) | (1,498) |
| Income before income taxes | | 27,762 | 24,695 |
| Income tax expense | 9 | 6,716 | 6,968 |
| Net income | | 21,046 | 17,727 |
| Earnings per share: | 12 | | |
| Basic | | 0.22 | 0.20 |
| Diluted | | 0.22 | 0.20 |
| Weighted average number of Common Shares outstanding: | 12 | | |
| Basic | | 95,847 | 87,646 |
| Diluted | | 96,323 | 87,831 |

The notes which begin on page 43 are an integral part of these condensed interim consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

| (unaudited)
($ thousands) | Three month periods ended March 31 | |
| --- | --- | --- |
| | 2026 | 2025 |
| Net income | 21,046 | 17,727 |
| Other comprehensive income | | |
| Items that may be reclassified subsequently to statement of income | | |
| Exchange differences from translating foreign operations | 1,064 | (25) |
| Other comprehensive (loss) income, net of tax | 1,064 | (25) |
| Total comprehensive income | 22,110 | 17,702 |

The notes which begin on page 43 are an integral part of these condensed interim consolidated financial statements.

2026 FIRST QUARTER INTERIM REPORT

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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited) ($ thousands)	Note	Share capital	Convertible debentures – equity component	Contributed surplus	Accumulated Other Comprehensive Income	Retained earnings	Total
Balance at January 1, 2026		908,970	—	30,748	3,046	197,697	1,140,461
Net income for the period		—	—	—	—	21,046	21,046
Other comprehensive income (loss), net of tax		—	—	—	1,064	—	1,064
Common Shares issued on exercise of stock options	11	1,554	—	(276)	—	—	1,278
Common Shares issued on acquisition		1,630	—	—	—	—	1,630
Stock-based compensation expense		—	—	363	—	—	363
Dividends declared to common shareholders	8	—	—	—	—	(20,129)	(20,129)
Balance at March 31, 2026		912,154	—	30,835	4,110	198,614	1,145,713
(unaudited) ($ thousands)	Note	Share capital	Convertible debentures – equity component	Contributed surplus	Accumulated Other Comprehensive Income	Retained earnings	Total
---	---	---	---	---	---	---	---
Balance at January 1, 2025		797,814	9,116	20,880	4,283	184,780	1,016,873
Net income for the period		—	—	—	—	17,727	17,727
Other comprehensive income (loss), net of tax		—	—	—	(25)	—	(25)
Common Shares repurchased	11	(2,779)	—	—	—	(1,174)	(3,953)
Stock-based compensation expense		—	—	264	—	—	264
Dividends declared to common shareholders	8	—	—	—	—	(18,392)	(18,392)
Balance at March 31, 2025		795,035	9,116	21,144	4,258	182,941	1,012,494

The notes which begin on page 43 are an integral part of these condensed interim consolidated financial statements.

2026 FIRST QUARTER INTERIM REPORT
41

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

| (unaudited)
($ thousands) | Note | Three month periods ended March 31 | |
| --- | --- | --- | --- |
| | | 2026 | 2025 |
| Cash provided by (used in): | | | |
| Cash flows from operating activities: | | | |
| Net income | | 21,046 | 17,727 |
| Adjustments for: | | | |
| Depreciation and amortization | | 37,950 | 34,124 |
| Finance costs | | 13,520 | 11,455 |
| Stock-based compensation expense | | 363 | 264 |
| Foreign exchange loss (gain) on cross-currency swaps | 7 | 237 | (556) |
| Foreign exchange loss (gain) | | 4,772 | (333) |
| Other (income) expense | 15 | (6,335) | (1,498) |
| Income tax expense | 9 | 6,716 | 6,968 |
| Cash flows from operating activities before non-cash working capital items | | 78,269 | 68,151 |
| Changes in non-cash working capital items from operating activities | | (38,452) | (13,364) |
| Cash generated from operating activities | | 39,817 | 54,787 |
| Income tax paid | | (12,471) | (14,881) |
| Net cash from operating activities | | 27,346 | 39,906 |
| Cash flows from financing activities: | | | |
| Bank indebtedness | 10 | — | 7,200 |
| Proceeds on derivative settlement | 7 | 26,361 | — |
| Repurchase of Common Shares | 11 | — | (2,653) |
| Cash dividends paid to common shareholders | | (20,116) | (18,406) |
| Interest paid | | (2,178) | (1,843) |
| Repayment of long-term debt and loans | | (534) | (4) |
| Repayment of lease liabilities | | (12,310) | (11,729) |
| Net proceeds from Common Share issuances | | 1,278 | — |
| Changes in non-cash working capital items from financing activities | 16 | 833 | 1,015 |
| Net cash used in financing activities | | (6,666) | (26,420) |
| Cash flows from investing activities: | | | |
| Acquisitions net of cash acquired | 5 | (18,299) | (1,641) |
| Purchase of property, plant and equipment | | (12,087) | (13,697) |
| Proceeds on sale of property, plant and equipment | | 3,331 | 5,013 |
| Interest received | | 1,054 | 1,492 |
| Net investment in finance leases | | 1,131 | 267 |
| Other assets | | 202 | (25) |
| Dividends from equity investees | | 720 | 300 |
| Changes in non-cash working capital items from investing activities | 16 | 2,637 | (440) |
| Net cash used in investing activities | | (21,311) | (8,731) |
| Change in cash and cash equivalents | | (631) | 4,755 |
| Cash and cash equivalents at January 1 | | 144,638 | 126,286 |
| Effect of exchange rate fluctuations on cash held | | (2,258) | 109 |
| Cash and cash equivalents at March 31 | | 141,749 | 131,150 |

The notes which begin on page 43 are an integral part of these condensed interim consolidated financial statements.

2026 FIRST QUARTER INTERIM REPORT
42

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

Three months periods ended March 31, 2026 and 2025 (unaudited)

(Tabular amounts in thousands of Canadian dollars, except share and per share amounts)

1. Reporting Entity

Mullen Group Ltd. ("Mullen Group" and/or the "Corporation") was incorporated pursuant to the laws of the Province of Alberta and is a publicly-traded company listed on the Toronto Stock Exchange ("TSX") under the symbol 'MTL'. The Corporation maintains its registered office in Okotoks, Alberta, Canada. The business of Mullen Group is operated through wholly-owned (either directly or indirectly) subsidiaries and limited partnerships ("Business Units"). The Corporation is recognized as one of the leading suppliers of trucking and logistics services in Canada providing a wide range of service offerings including less-than-truckload, truckload, customs brokerage, warehousing, logistics, transload, oversized and specialized hauling transportation. The Corporation also operates as a third-party logistics provider in the U.S. and Canada. In addition, Mullen Group provides a diverse set of specialized services related to the energy, mining, forestry and construction industries in western Canada, including water management, fluid hauling and environmental reclamation. Business Units are grouped into four distinct operating segments: Less-Than-Truckload segment, Logistics & Warehousing segment, Specialized & Industrial Services segment, and U.S. & International Logistics segment (the "Operating Segments"), all of which are supported by a corporate segment. These unaudited condensed interim consolidated financial statements ("Interim Financial Statements") include the accounts of the Corporation, its subsidiaries and its limited partnerships.

2. Basis of Presentation

(a) Statement of Compliance

These Interim Financial Statements have been prepared in accordance to and comply with International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IFRS Accounting Standards") as set out in IAS 34 Interim Financial Reporting and do not include all of the information required for annual financial statements.

(b) Basis of Measurement

These Interim Financial Statements have been prepared on the historical cost basis except for investments (excluding investments accounted for by the equity method), and derivative financial instruments ("Derivatives"), which are measured at fair value through profit or loss.

(c) Functional and Presentation Currency

These Interim Financial Statements are presented in Canadian dollars, which is the functional currency of the Corporation. All financial information presented in Canadian dollars has been rounded to the nearest thousand except for per share amounts.

3. Material Accounting Policies

The accompanying Interim Financial Statements should be read in conjunction with Note 3 to Mullen Group's audited annual consolidated financial statements for the year ended December 31, 2025, (the "Annual Financial Statements") as the accounting policies applied by the Corporation in these Interim Financial Statements are the same as those disclosed therein.

4. Determination of Fair Values

The following table compares the fair value of certain financial assets and financial liabilities to its corresponding carrying amount as presented in the condensed consolidated statement of financial position.

March 31, 2026 Financial Instrument	Fair Value Hierarchy	Carrying Amount	Fair Value
Investments (excluding investments accounted for by using the equity method)	Level 1	2,211	2,211
Private Placement Debt	Level 2	794,470	798,901

5. Acquisitions

2026 Acquisitions

Thrive Management Group Ltd. – In 2017, Mullen Group invested $0.2 million to acquire a 30.0 percent equity interest in Thrive Management Group Ltd. ("Thrive"), a fluid management company operating in the Grande Prairie, Alberta region. Mullen Group used the equity method to account for this investment and recognized $1.2 million of earnings from November 2017 until February 1, 2026. On February 1, 2026, Mullen Group acquired all of the remaining issued and outstanding shares of Thrive for total consideration of $14.0 million. Mullen Group recorded $12.4 million of cash used to acquire Thrive in our condensed consolidated statement of cash flows and issued 99,040 Common Shares of Mullen Group to the vendors. The fair value of Thrive was $20.0 million on the date control was obtained resulting in a $4.6 million gain on this equity investment being recognized within other (income) expense on the condensed consolidated statement of comprehensive income. Mullen Group made this investment as part of its strategy to invest in the energy sector. The financial results of Thrive will be included within the Specialized & Industrial Services segment.

2026 FIRST QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

Three months periods ended March 31, 2026 and 2025 (unaudited)

(Tabular amounts in thousands of Canadian dollars, except share and per share amounts)

Lac La Biche Transport Ltd. – Effective January 1, 2026, we acquired all of the shares of Lac La Biche Transport Ltd. ("Lac La Biche") for total cash consideration of $8.2 million. Lac La Biche is a privately held company that provides freight and oilfield services to northeastern Alberta. The acquisition of Lac La Biche aligns with our strategy of acquiring transportation companies that have a strong regional presence as well as investing in the energy sector. The financial results of Lac La Biche will be included within the Specialized & Industrial Services segment.

These acquisitions have been accounted for by the acquisition method, and results of operations have been included in these Interim Financial Statements from the date of acquisition. The goodwill acquired in these acquisitions primarily relates to the assembled workforce and the synergies from the integration of the acquired businesses.

	Lac La Biche	Thrive	Total
Assets:
Non-cash working capital items	220	(1,577)	(1,357)
Property, plant and equipment	6,913	6,034	12,947
Right-of-use assets	2,575	—	2,575
Intangible assets	1,740	12,706	14,446
Goodwill(1)	1,029	4,706	5,735
Other	28	—	28
	12,505	21,869	34,374
Assumed liabilities:
Lease liabilities (long-term portion)	2,132	—	2,132
Deferred income taxes	1,802	3,211	5,013
Due to related party	408	—	408
Long-term debt	—	892	892
	4,342	4,103	8,445
Net assets before cash and cash equivalents	8,163	17,766	25,929
Cash and cash equivalents	6	2,234	2,240
Net assets	8,169	20,000	28,169
Consideration:
Cash	8,169	12,370	20,539
Share consideration	—	1,630	1,630
Fair value of equity investment	—	6,000	6,000
	8,169	20,000	28,169

(1) Goodwill is not deductible for tax purposes.

Due to the limited time between the closing of these acquisitions and the preparation of these Interim Financial Statements, the value of the assets acquired and the liabilities assumed are based upon preliminary financial information available to management as of the date of this report and are subject to change.

1. Trade and Other Receivables

	March 31, 2026	December 31, 2025
Trade receivables	284,688	260,648
Other receivables	45,725	34,465
Net investment in finance leases	4,142	4,246
Contract assets	2,977	2,252
	337,532	301,611

2026 FIRST QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

Three months periods ended March 31, 2026 and 2025 (unaudited)

(Tabular amounts in thousands of Canadian dollars, except share and per share amounts)

7. Derivative Financial Instruments

On July 25, 2014, Mullen Group entered into two cross-currency swap contracts with a Canadian bank to swap $117.0 million U.S. dollars and $112.0 million U.S. dollars into Canadian dollars (collectively, the "Cross-Currency Swaps") at foreign exchange rates of $1.1047 and $1.1148 that matured on October 22, 2024 and mature on October 22, 2026, respectively. These Cross-Currency Swaps provided an economic hedge on the principal amount of the Series G and Series H Notes. As at March 31, 2026, the carrying value of these Cross-Currency Swaps (including the current portion) was $nil (2025 – $26.6 million) and was recorded in the condensed consolidated statement of financial position within derivative financial instruments.

During the three months ended March 31, 2026, Mullen Group settled the Cross-Currency Swap with a notional principal amount of U.S. $112.0 million, which had an original maturity date of October 22, 2026. The derivative was settled prior to maturity for cash proceeds of $26.4 million, resulting in a gain of $0.2 million, which has been recognized in other (income) expense on the condensed consolidated statement of comprehensive income.

For the three month period ended March 31, 2026, Mullen Group has recorded a net foreign exchange loss (gain) of $3.2 million (2025 – $(0.8) million). This was due to the impact of the change over the period in the value of the Canadian dollar relative to the U.S. dollar on the Corporation's U.S. dollar debt and from the change in the fair value of its Cross-Currency Swaps as summarized in the table below:

Net Foreign Exchange Loss (Gain)	Three month periods ended March 31
	2026	2025
Foreign exchange loss (gain) on U.S. $ debt	2,913	(243)
Foreign exchange loss (gain) on Cross-Currency Swaps	237	(556)
Net foreign exchange loss (gain)	3,150	(799)

For the three month period ended March 31, 2026, Mullen Group recorded a foreign exchange loss (gain) on U.S. dollar debt of $2.9 million (2025 – $(0.2) million) as summarized in the table below:

Foreign Exchange Loss (Gain) on U.S. $ Debt ($ thousands, except exchange rate amounts)	Three month periods ended March 31
	2026			2025
	U.S. $ Debt	Exchange Rate	CDN. $ Equivalent	U.S. $ Debt	Exchange Rate	CDN. $ Equivalent
Beginning – January 1	125,000	1.3706	171,325	187,000	1.4389	269,074
Ending – March 31	125,000	1.3939	174,238	187,000	1.4376	268,831
Unrealized foreign exchange loss (gain) on U.S. debt			2,913			(243)

For the three month period ended March 31, 2026, Mullen Group recorded a foreign exchange loss (gain) on its Cross-Currency Swaps of $0.2 million (2025 – $(0.6) million). This was due to the change over the period in the fair value of these Cross-Currency Swaps as summarized in the table below:

Foreign Exchange Loss (Gain) on Cross-Currency Swaps	Three month periods ended March 31
	2026		2025
	U.S. $ Swaps	CDN. $ Change in Fair Value of Swaps	U.S. $ Swaps	CDN. $ Change in Fair Value of Swaps
Cross-Currency Swap maturing October 22, 2026	112,000	237	112,000	(556)
Foreign exchange loss (gain) on Cross-Currency Swaps		237		(556)

8. Dividends Payable

For the three month period ended March 31, 2026, Mullen Group declared dividends totalling $0.21 per Common Share (2025 – $0.21 per Common Share). On January 19, 2026, Mullen Group announced its intention to pay annual dividends of $0.84 per Common Share ($0.07 per Common Share on a monthly basis) for 2026. At March 31, 2026, Mullen Group had 95,911,574 Common Shares outstanding and a dividend payable of $6.7 million (December 31, 2025 – $6.7 million), which was paid on April 15, 2026. Mullen Group also declared a dividend of $0.07 per Common Share on April 21, 2026, to the holders of record at the close of business on April 30, 2026.

2026 FIRST QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

Three months periods ended March 31, 2026 and 2025 (unaudited)

(Tabular amounts in thousands of Canadian dollars, except share and per share amounts)

9. Income Taxes

The following table provides a reconciliation of the effective tax rates based on the applicable tax rates in various provincial jurisdictions during the period.

	Three month periods ended March 31
	2026	2025
Income before income taxes	27,762	24,695
Combined statutory tax rate	25%	25%
Expected income tax	6,941	6,174
Add (deduct):
Non-deductible (taxable) portion of net foreign exchange loss (gain)	362	(92)
Non-deductible (taxable) portion of the change in fair value of investments	(598)	7
Stock-based compensation expense	83	61
Changes in unrecognized deferred tax asset	604	961
Other	(676)	(143)
Income tax expense	6,716	6,968

10. Long-Term Debt and Bank Credit Facilities

As at March 31, 2026, Mullen Group had four credit facilities (the "Bank Credit Facilities") that provide revolving demand credit and borrowing capacity to the Corporation of $525.0 million. The Bank Credit Facilities rank pari passu with the Private Placement Debt and are secured. As at March 31, 2026, there were no amounts drawn on the Bank Credit Facilities. The Bank Credit Facilities do not have any financial covenants, however, Mullen Group cannot be in default of its Private Placement Debt, and it must be in compliance with certain reporting and general covenants. Mullen Group is in compliance with all of these reporting and general covenants. The Bank Credit Facilities are included within bank indebtedness on the condensed consolidated statement of financial position.

The Private Placement Debt and the Bank Credit Facilities are guaranteed by Mullen Group's subsidiaries, MT Investments Inc. ("MT") and MGL Holding Co. Ltd. (each, a "Guarantor") and secured by a first ranking charge over all present and after-acquired property of the Corporation and each Guarantor.

Mullen Group has $7.8 million of letters of credit outstanding, which were issued to guarantee certain performance and payment obligations. These letters of credit reduce the amount available under the Bank Credit Facilities.

Mullen Group's long-term debt is mainly comprised of a series of secured debt, collectively referred to as the "Private Placement Debt", the details of which are set forth below:

Notes	Principal Amount	Maturity	Interest Rate(1)
Series M	$300,000 CDN.	July 10, 2034	5.93%
Series N	$75,000 U.S.	July 10, 2034	6.50%
Series O	$325,000 CDN.	July 10, 2037	6.04%
Series P	$50,000 U.S.	July 10, 2037	6.91%

(1) Interest is payable semi-annually.

On July 10, 2024, the Corporation closed a private placement whereby it issued the Series M Notes and Series N Notes. Interest on these notes accrue from the date of issuance and are payable semi-annually in arrears on June 7 and December 7, beginning December 7, 2024.

On July 10, 2025, the Corporation closed a private placement whereby it issued the Series O Notes and Series P Notes. Interest on these notes accrue from the date of issue and are payable semi-annually in arrears on June 7 and December 7, beginning on December 7, 2025.

Mullen Group has certain financial covenants that must be met under its Private Placement Debt, which include a total net debt to operating cash flow ratio and a total fixed charges coverage ratio. Mullen Group's total net debt cannot exceed 3.5 times operating cash flow calculated using the trailing twelve months financial results normalized for acquisitions. The term "total net debt" is defined in the Private Placement Debt agreements as all debt including the Private Placement Debt, lease liabilities associated with operating equipment, the Bank Credit Facilities and letters of credit less any unrealized gain on Cross-Currency Swaps plus any unrealized loss on Cross-Currency Swaps, as disclosed within Derivatives on the condensed consolidated statement of financial position. Total net debt specifically excludes any real property lease liabilities. The term "operating cash flow" is also defined in the Private Placement Debt agreements and means, for any quarterly period, the trailing twelve month consolidated net income adjusted for all amounts deducted in the computation thereof on account of (i) taxes imposed on or measured by income or excess profits, (ii) depreciation and amortization taken during such period, (iii) total interest charges, and (iv) non-cash charges. Mullen Group cannot have a fixed charge coverage ratio less than 1.75:1 calculated using the trailing twelve months financial results. Mullen Group is in compliance with all financial covenants.

Mullen Group's unamortized debt issuance costs of $4.8 million related to its Private Placement Debt have been netted against its carrying value at March 31, 2026 (December 31, 2025 – $4.9 million).

2026 FIRST QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

Three months periods ended March 31, 2026 and 2025 (unaudited)

(Tabular amounts in thousands of Canadian dollars, except share and per share amounts)

The following table summarizes the Corporation's long-term debt, lease liabilities and Bank Credit Facilities:

	March 31, 2026	December 31, 2025
Current liabilities:
Lease liabilities – current portion	45,325	45,915
Current portion of long-term debt	404	26
	45,729	45,941
Non-current liabilities:
Private Placement Debt	794,470	791,432
Lease liabilities	209,677	217,126
Long-term debt	212	48
	1,004,359	1,008,606
	1,050,088	1,054,547

The details of total debt, as at the date hereof, are as follows:

	Year of Maturity	Interest Rate	March 31, 2026		December 31, 2025
			Face Value	Carrying Amount	Face Value	Carrying Amount
Bank indebtedness	—	Variable	—	—	—	—
Lease liabilities	2026 – 2059	3.20%	295,480	255,002	305,053	263,041
Private Placement Debt	2034 – 2037	5.93% – 6.91%	799,238	794,470	796,325	791,432
Various financing loans	2026 – 2027	5.99%	616	616	74	74
			1,095,334	1,050,088	1,101,452	1,054,547

11. Share Capital

The authorized share capital of Mullen Group consists of an unlimited number of no par value Common Shares and an unlimited number of Preferred Shares, issuable in series.

The number of, and the specific rights, privileges, restrictions and conditions attaching to any series of Preferred Shares shall be determined by the Board of Directors of Mullen Group prior to the creation and issuance thereof. With respect to the payment of dividends and distribution of assets in the event of liquidation, dissolution or winding-up of Mullen Group, whether voluntarily or involuntarily, the Preferred Shares are entitled to preference over the Common Shares and any other shares ranking junior to the Preferred Shares from time to time and may also be given such other preferences over the Common Shares and any other shares ranking junior to the Preferred Shares as may be determined at the time of creation of such series. As at the date hereof, no series of Preferred Shares had been created.

All of the issued Common Shares of Mullen Group have been paid in full.

	# of Common Shares
	2026	2025
Issued Common Shares at January 1	95,726,534	87,670,314
Common Shares repurchased and cancelled	—	(202,480)
Stock Options exercised	86,000	—
Common Shares issued on acquisition	99,040	—
Issued Common Shares at March 31	95,911,574	87,467,834

Mullen Group had a normal course issuer bid ("NCIB"), commencing March 11, 2025, to purchase for cancellation up to 8,157,012 Common Shares in the open market on or before March 10, 2026. On March 9, 2026, Mullen Group announced the renewal of its NCIB commencing March 11, 2026, to purchase for cancellation up to 8,929,176 Common Shares in the open market on or before March 10, 2027. For the three month period ended March 31, 2026, Mullen Group did not purchase and cancel any Common Shares.

All purchases are made in accordance with the NCIB at prevalent market prices as permitted by the TSX, with consideration allocated to share capital up to the average carrying amount of the shares and any excess allocated to contributed surplus or retained earnings. The NCIB can be cancelled at the discretion of the Corporation at any time.

During the first quarter of 2026, Mullen Group issued 86,000 Common Shares on the exercise of Stock Options and 99,040 as partial consideration for the acquisition of Thrive. ▶ For more information, refer to Note 5.

2026 FIRST QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

Three months periods ended March 31, 2026 and 2025 (unaudited)

(Tabular amounts in thousands of Canadian dollars, except share and per share amounts)

12. Earnings per Share

(a) Basic Earnings per Share

Basic earnings per share is calculated as net income attributable to common shareholders divided by the weighted average number of Common Shares outstanding for the period.

Net income attributable to common shareholders for the three month period ended March 31, 2026, was $21.0 million (2025 – $17.7 million). The weighted average number of Common Shares outstanding for the three month period ended March 31, 2026 and 2025 was calculated as follows:

	Three month periods ended March 31
	Note	2026	2025
Issued Common Shares at beginning of period	11	95,726,534	87,670,314
Effect of Common Shares repurchased and cancelled	11	—	(24,156)
Effect of Common Shares issued on acquisitions	5	64,926	—
Effect of stock options exercised	11	56,002	—
Weighted average number of Common Shares at end of period – basic		95,847,462	87,646,158

(b) Diluted Earnings per Share

Diluted earnings per share is calculated by adjusting net income attributable to common shareholders and the basic weighted average number of Common Shares outstanding by the effects of all potentially dilutive transactions to existing common shareholders. In calculating diluted earnings per share, net income was adjusted as follows:

	Three month periods ended March 31
	2026	2025
Net income	21,046	17,727
Effect of all potentially dilutive transactions	—	—
Net income – adjusted	21,046	17,727

The diluted weighted average number of Common Shares was calculated as follows:

	Three month periods ended March 31
	2026	2025
Weighted average number of Common Shares – basic	95,847,462	87,646,158
Effect of "in the money" stock options	475,522	185,052
Weighted average number of Common Shares at end of period – diluted	96,322,984	87,831,210

For the three month period ended March 31, 2026, 1,110,000 stock options (2025 – 3,010,000) were excluded from the diluted weighted average number of Common Shares calculation as their effect would have been anti-dilutive. The average market value of the Corporation's Common Shares for the purposes of calculating the dilutive effect of stock options was based on quoted market prices for the periods ended March 31, 2026 and 2025.

13. Seasonality of Operations

Revenue and profitability within the Less-Than-Truckload segment and the Logistics & Warehousing segment are generally lower in the first quarter than during the remainder of the year as freight volumes are typically lower in the first quarter following the holiday season due to less consumer demand and customers reducing shipments. Operating expenses also tend to increase within these segments in the winter months due to decreased fuel efficiency and increased repairs and maintenance expense resulting from cold weather conditions.

A significant portion of the operations within the Specialized & Industrial Services segment is comprised of a wide range of unique businesses providing specialized equipment and services to the oil and natural gas, environmental, construction, pipeline, utility, telecom and civil industries. Earnings are influenced by the seasonal activity pattern of western Canada's oil and natural gas exploration industry whereby activity usually peaks in the winter months and declines during the spring when wet weather and the spring thaw may make the ground unstable. Consequently, municipalities and provincial transportation departments enforce road bans that restrict the movement of heavy equipment, thereby reducing activity levels. Additionally, certain oil and natural gas producing areas are only accessible in the winter months because the ground surrounding the drilling sites in these areas consists of swampy terrain. Seasonal factors and unexpected weather patterns may lead to declines in the activity levels of exploration and production companies and corresponding declines in the demand for the goods and services provided by Mullen Group. As a result, the demand for these services is traditionally highest in the first quarter and lowest in the second quarter.

2026 FIRST QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

Three months periods ended March 31, 2026 and 2025 (unaudited)

(Tabular amounts in thousands of Canadian dollars, except share and per share amounts)

14. Revenue

The business of Mullen Group is operated through its Business Units, which are divided into four distinct Operating Segments for reporting purposes – Less-Than-Truckload, Logistics & Warehousing, Specialized & Industrial Services and U.S. & International Logistics. The segments are differentiated by the type of service provided, equipment requirements and customer needs. Mullen Group provides the capital and financial expertise, technology and systems support, shared services and strategic planning (the "Corporate Office") for the Business Units. The Corporate Office also invests in certain public and private corporations. In addition, the Corporate Office, through its subsidiary MT, owns a network of real estate holdings and facilities that are leased primarily to the Business Units. Such properties are leased by MT to the Business Units on commercially reasonable terms. The day to day management of the Business Units is conducted at the subsidiary level.

At March 31, 2026, the Less-Than-Truckload segment consisted of 12 Business Units and is often referred to as the final or last mile delivery of general freight consisting of smaller shipments, packages and parcels. Through an extensive terminal network the pickup, handling and delivery of a wide range of freight including ambient, temperature controlled and consumer goods is coordinated from regional hubs located in Ontario and western Canada.

At March 31, 2026, the Logistics & Warehousing segment consisted of 13 Business Units and provides shippers throughout North America with a wide range of trucking and logistics service offerings including full truckload, specialized transportation, warehousing, custom brokerage, freight forwarding, fulfillment centres that handle e-commerce transactions, and transload facilities designed for intermodal and bulk shipments. Operations and customer service are supported by a robust suite of leading edge technology solutions including a fully integrated transportation management system, customized inventory management and warehouse systems along with our proprietary Moveitonline® and Haulistic™ technology platforms, applications that are positioning our organization for an evolving and changing supply chain.

At March 31, 2026, the Specialized & Industrial Services segment consisted of 17 Business Units and is comprised of a wide range of unique businesses providing specialized equipment and services to the oil and natural gas, environmental, construction, pipeline, utility, telecom and civil industries. Strategically located throughout western Canada, these specialty Business Units are focused on providing advanced technology solutions and leading edge service capabilities.

At March 31, 2026, the U.S. & International Logistics segment consisted of two Business Units. HAUListic LLC is a global technology enabled, non-asset based third-party logistics service provider focused on freight brokerage services across multiple modes of transportation. The operations and customer service are provided through its proprietary transportation management system technology platform known as SilverExpress, which aligns customer shipments with transportation carriers. Cole International USA Inc. is a third-party logistics provider that offers customs brokerage and freight forwarding services through strategically situated offices at various air and seaports of entry, and land border crossings across the U.S.

2026 FIRST QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

Three months periods ended March 31, 2026 and 2025 (unaudited)

(Tabular amounts in thousands of Canadian dollars, except share and per share amounts)

Disaggregation of revenue:

The following tables detail Mullen Group's revenue by type of service and timing of the transfer of goods or services by segment:

Three month period ended March 31, 2026	Less-Than-Truckload	Logistics & Warehousing	Specialized & Industrial Services	U.S. & International Logistics	Corporate	Intersegment eliminations	Total
Revenue by service line
Transportation	183,100	79,592	56,199	—	—	—	318,891
Logistics	3,815	69,348	10,539	56,854	—	—	140,556
Rental	96	2,417	8,825	—	923	—	12,261
Other	1,557	50,202	36,186	—	102	—	88,047
Eliminations	(5,028)	(1,581)	(2,354)	—	—	(3,096)	(12,059)
	183,540	199,978	109,395	56,854	1,025	(3,096)	547,696
Timing of revenue recognition
Over time	183,196	82,009	71,454	—	923	—	337,582
Point in time	5,372	119,550	40,295	56,854	102	—	222,173
Eliminations	(5,028)	(1,581)	(2,354)	—	—	(3,096)	(12,059)
	183,540	199,978	109,395	56,854	1,025	(3,096)	547,696
Three month period ended March 31, 2025	Less-Than-Truckload	Logistics & Warehousing	Specialized & Industrial Services	U.S. & International Logistics	Corporate	Intersegment eliminations	Total
---	---	---	---	---	---	---	---
Revenue by service line
Transportation	190,809	83,070	52,503	—	—	—	326,382
Logistics	4,265	35,034	9,917	44,895	—	—	94,111
Rental	132	2,244	8,791	—	952	—	12,119
Other	1,628	32,438	41,897	—	17	—	75,980
Eliminations	(5,350)	(985)	(908)	—	—	(4,206)	(11,449)
	191,484	151,801	112,200	44,895	969	(4,206)	497,143
Timing of revenue recognition
Over time	190,940	85,315	69,080	—	952	—	346,287
Point in time	5,894	67,471	44,028	44,895	17	—	162,305
Eliminations	(5,350)	(985)	(908)	—	—	(4,206)	(11,449)
	191,484	151,801	112,200	44,895	969	(4,206)	497,143

2026 FIRST QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

Three months periods ended March 31, 2026 and 2025 (unaudited)

(Tabular amounts in thousands of Canadian dollars, except share and per share amounts)

1. Other (Income) Expense

	Three month periods ended March 31
	2026	2025
Change in fair value of investments	(448)	51
Gain (loss) on sale of property, plant and equipment	(583)	(1,185)
(Gain) loss on lease termination	(1,244)	—
Gain on fair value of equity investments	(4,623)	—
Loss (Earnings) from equity investments	554	(370)
Accretion on decommissioning liabilities	9	6
Other (income) expense	(6,335)	(1,498)

1. Changes in Non-Cash Working Capital

	Three month periods ended March 31
	2026	2025
Trade and other receivables	(33,156)	(10,781)
Inventory	(829)	(912)
Prepaid expenses	(3,589)	(2,077)
Accounts payable and accrued liabilities	(878)	406
Operating activities	(38,452)	(13,364)
Financing activities	833	1,015
Investing activities	2,637	(440)
	(34,982)	(12,789)

1. Operating Segments

Mullen Group reports its financial results in four Operating Segments. These four Operating Segments have been differentiated by the sector of the economy in which the businesses operate, the type of services provided, the equipment requirements and the customer needs. The Less-Than-Truckload segment provides final or last mile delivery of general freight consisting of smaller shipments, packages and parcels. Through an extensive terminal network the pickup, handling and delivery of a wide range of freight including ambient, temperature controlled and consumer goods is coordinated from regional hubs located in Ontario and western Canada. The Logistics & Warehousing segment provides shippers throughout North America with a wide range of trucking and logistics service offerings including full truckload, specialized transportation, warehousing, customs brokerage, freight forwarding, fulfillment centres that handle e-commerce transactions, and transload facilities designed for intermodal and bulk shipments. The Specialized & Industrial Services segment provides specialized equipment and services to the oil and natural gas, environmental, construction, pipeline, utility, telecom and civil industries. The U.S. & International Logistics segment provides third-party logistics services focused on freight and customs brokerage across multiple modes of transportation.

2026 FIRST QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

Three months periods ended March 31, 2026 and 2025 (unaudited)

(Tabular amounts in thousands of Canadian dollars, except share and per share amounts)

The following tables provide financial results by segment:

Three month period ended March 31, 2026	Less-Than-Truckload	Logistics & Warehousing	Specialized & Industrial Services	U.S. & International Logistics	Corporate	Intersegment eliminations				Total
						Less-Than-Truckload	Logistics & Warehousing	Specialized & Industrial Services	U.S. & International Logistics
Revenue	183,540	199,978	109,395	56,854	1,025	(1,030)	(747)	(1,319)	—	547,696
Direct operating expenses	127,347	138,995	78,785	48,649	(346)	(1,030)	(747)	(1,319)	—	390,334
Selling and administrative expenses	28,554	29,325	12,731	4,352	6,353	—	—	—	—	81,315
Depreciation of property, plant and equipment	6,292	4,190	6,181	—	1,877	—	—	—	—	18,540
Amortization of intangible assets	2,068	2,903	676	1,227	—	—	—	—	—	6,874
Income (loss) before income taxes	9,304	14,556	7,755	2,017	(5,870)	—	—	—	—	27,762
Capital expenditures(1)	7,427	494	4,228	—	121	(27)	—	(156)	—	12,087
Total assets at March 31, 2026	651,757	674,047	419,931	133,345	713,027	—	—	—	—	2,592,107

(1) Excludes business acquisitions.

Three month period ended March 31, 2025	Less-Than-Truckload	Logistics & Warehousing	Specialized & Industrial Services	U.S. & International Logistics	Corporate	Intersegment eliminations				Total
						Less-Than-Truckload	Logistics & Warehousing	Specialized & Industrial Services	U.S. & International Logistics
Revenue	191,484	151,801	112,200	44,895	969	(1,241)	(1,719)	(1,246)	—	497,143
Direct operating expenses	133,307	104,664	80,420	41,240	(44)	(1,241)	(1,719)	(1,246)	—	355,381
Selling and administrative expenses	28,906	21,750	12,979	3,567	6,583	—	—	—	—	73,785
Depreciation of property, plant and equipment	6,297	3,678	6,036	—	1,758	—	—	—	—	17,769
Amortization of intangible assets	2,095	1,129	420	485	—	—	—	—	—	4,129
Income (loss) before income taxes	11,251	10,482	10,140	(966)	(6,212)	—	—	—	—	24,695
Capital expenditures(1)	8,757	1,209	3,286	—	575	—	(130)	—	—	13,697
Total assets at December 31, 2025	648,419	683,495	367,220	127,307	743,904	—	—	—	—	2,570,345

(1) Excludes business acquisitions.

Performance is measured based on segment income before income tax, as included in the internal management reports that are reviewed by Mullen Group's Senior Executive Officer. Segment income is used to measure performance as management believes that such information is the most relevant in evaluating the results of segments relative to other entities that operate within these industries.

2026 FIRST QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

Three months periods ended March 31, 2026 and 2025 (unaudited)

(Tabular amounts in thousands of Canadian dollars, except share and per share amounts)

The following geographical information is based upon the Business Unit's head office location for the three month periods ended March 31, 2026 and 2025.

2026	Revenue	Operating Income Before Depreciation and Amortization	Property, Plant and Equipment	Total Non-Current Assets	Total Assets
Canada	490,842	72,194	1,075,177	1,922,081	2,458,762
United States	56,854	3,853	—	93,402	133,345
Total	547,696	76,047	1,075,177	2,015,483	2,592,107
2025	Revenue	Operating Income Before Depreciation and Amortization	Property, Plant and Equipment	Total Non-Current Assets	Total Assets
Canada	452,248	67,889	1,038,250	1,771,358	2,259,101
United States	44,895	88	—	46,734	73,642
Total	497,143	67,977	1,038,250	1,818,092	2,332,743

2026 FIRST QUARTER INTERIM REPORT