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Mullen Group Ltd. Interim / Quarterly Report 2026

Apr 23, 2026

46434_rns_2026-04-23_10acb6fe-dcb1-4b5f-a733-901c41d08e4c.pdf

Interim / Quarterly Report

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MARCH 31, 2026

INTERIM FINANCIAL REPORT

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
Currentportion 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 consoldiated financial statements.

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

"Signed: Murray Mullen"

Murray K. Mullen, Director

"Signed: Richard Whitley"

Richard Whitley, Director

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2026 FIRST QUARTER INTERIM REPORT

39

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(unaudited) Three month periods ended March 31
($ thousands, except share and per share amounts) Note 2026 2025
Revenue 14 547,696 497,143
Direct operating expenses 390,334 355,381
Sellingand 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
Other comprehensive income
Items that may be reclassified subsequently to statement of income
Exchange differences from translatingforeign operations
21,046
17,727
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.

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2026 FIRST QUARTER INTERIM REPORT

40

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Convertible Accumulated
debentures Other
(unaudited) Share – equity Contributed Comprehensive Retained
($ thousands) Note capital component surplus Income 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 363 363
expense
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
Convertible Accumulated
debentures Other
(unaudited) Share – equity Contributed Comprehensive Retained
($ thousands) Note capital component surplus Income 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 264 264
expense
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 consoldiated financial statements.

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2026 FIRST QUARTER INTERIM REPORT

41

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited) Three month periods ended March 31
($ thousands) Note 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 78,269 68,151
items
Changes in non-cash workingcapital items from operatingactivities (38,452) (13,364)
Cash generated from operating activities 39,817 54,787
Income taxpaid (12,471) (14,881)
Net cash from operatingactivities 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 workingcapital items from financingactivities 16 833 1,015
Net cash used in financingactivities (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 workingcapital items from investingactivities 16 2,637 (440)
Net cash used in investingactivities (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.

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2026 FIRST QUARTER INTERIM REPORT

42

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.

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2026 FIRST QUARTER INTERIM REPORT

43

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.

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 equityinvestment 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.

6. 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

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2026 FIRST QUARTER INTERIM REPORT

44

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
Foreign exchange loss(gain)on Cross-CurrencySwaps
2,913
(243)
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 Three month periods ended March 31 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
Ending– March 31
125,000
1.3706
171,325
187,000
1.4389
269,074
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 Three month periods ended March 31 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-CurrencySwapmaturingOctober 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.

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2026 FIRST QUARTER INTERIM REPORT

45

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
Combined statutory tax rate
Expected income tax
Add (deduct):
Non-deductible (taxable) portion of net foreign exchange loss (gain)
Non-deductible (taxable) portion of the change in fair value of investments
Stock-based compensation expense
Changes in unrecognized deferred tax asset
Other
27,762
24,695
25%
25%
6,941
6,174
362
(92)
(598)
7
83
61
604
961
(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:

t 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).

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2026 FIRST QUARTER INTERIM REPORT

46

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:

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
Currentportion 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


Lease liabilities
2026 – 2059

Private Placement Debt
2034 – 2037

Various financingloans
2026 – 2027
Variable
3.20%
5.93% – 6.91%
5.99%




295,480
255,002
305,053
263,041
799,238
794,470
796,325
791,432
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
Common Shares repurchased and cancelled
Stock Options exercised
Common Shares issued on acquisition
95,726,534
87,670,314

(202,480)
86,000

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.

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2026 FIRST QUARTER INTERIM REPORT

47

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:

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
Effect of allpotentiallydilutive transactions
21,046
17,727

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
Effect of "in the money" stock options
95,847,462
87,646,158
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.

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2026 FIRST QUARTER INTERIM REPORT

48

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[TM] 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, nonasset 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.

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2026 FIRST QUARTER INTERIM REPORT

49

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
Three month period ended
March 31, 2026
Less-Than-
Truckload
Logistics &
Warehousing
Specialized
& Industrial
Services
U.S. &
International
Logistics
Corporate
Intersegment
eliminations
Total
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

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2026 FIRST QUARTER INTERIM REPORT

50

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)

15. Other (Income) Expense

Other (Income) Expense
Three month periods ended March 31
2026
2025
Change in fair value of investments
Gain (loss) on sale of property, plant and equipment
(Gain) loss on lease termination
Gain on fair value of equity investments
Loss (Earnings) from equity investments
Accretion on decommissioningliabilities
(448)
51
(583)
(1,185)
(1,244)

(4,623)

554
(370)
9
6
Other (income) expense (6,335)
(1,498)

16. Changes in Non-Cash Working Capital

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

17. 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-ThanTruckload 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.

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2026 FIRST QUARTER INTERIM REPORT

51

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
Intersegment eliminations
Less-Than-
Truckload
Logistics &
Warehousing
Specialized
& Industrial
Services
U.S. &
International
Logistics
Corporate
Less-Than-
Truckload
Logistics &
Warehousing
Specialized
& Industrial
Services
U.S. &
International
Logistics
Three month period
ended March 31,
2026
Intersegment eliminations
Less-Than-
Truckload
Logistics &
Warehousing
Specialized
& Industrial
Services
U.S. &
International
Logistics
Corporate
Less-Than-
Truckload
Logistics &
Warehousing
Specialized
& Industrial
Services
U.S. &
International
Logistics
Three month period
ended March 31,
2026
Intersegment eliminations
Less-Than-
Truckload
Logistics &
Warehousing
Specialized
& Industrial
Services
U.S. &
International
Logistics
Corporate
Less-Than-
Truckload
Logistics &
Warehousing
Specialized
& Industrial
Services
U.S. &
International
Logistics
Three month period
ended March 31,
2026
Intersegment eliminations
Less-Than-
Truckload
Logistics &
Warehousing
Specialized
& Industrial
Services
U.S. &
International
Logistics
Corporate
Less-Than-
Truckload
Logistics &
Warehousing
Specialized
& Industrial
Services
U.S. &
International
Logistics
Total
Revenue
183,540
199,978
109,395
56,854
1,025
(1,030)
(747)
(1,319)

Direct operating
expenses
127,347
138,995
78,785
48,649
(346)
(1,030)
(747)
(1,319)

Selling and
administrative
expenses
28,554
29,325
12,731
4,352
6,353




Depreciation of
property, plant
and equipment
6,292
4,190
6,181

1,877




Amortization of
intangible
assets
2,068
2,903
676
1,227





Income (loss) before
income taxes
9,304
14,556
7,755
2,017
(5,870)




Capital
expenditures(1)
7,427
494
4,228

121
(27)

(156)

Total assets at
March 31, 2026
651,757
674,047
419,931
133,345
713,027



547,696
390,334
81,315
18,540
6,874
27,762
12,087
2,592,107
(1) Excludes business acquisitions.
Three month period
ended March 31,
2025
Intersegment eliminations
Less-Than-
Truckload
Logistics &
Warehousing
Specialized
& Industrial
Services
U.S. &
International
Logistics
Corporate
Less-Than-
Truckload
Logistics &
Warehousing
Specialized
& Industrial
Services
U.S. &
International
Logistics
Total
Intersegment eliminations
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.

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2026 FIRST QUARTER INTERIM REPORT

52

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
2026
Revenue
Operating Income
Before Depreciation
and Amortization
Property, Plant and
Equipment
Total Non-Current
Assets
Total Assets
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

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2026 FIRST QUARTER INTERIM REPORT

53