Amendment: SEC Form 40-F/A filed by TFI International Inc.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

[Check one]

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended December 31, 2024

Commission File Number 001-39224

TFI INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English (if applicable))

 

Canada		4210		Not applicable
(Province or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number (if applicable))		(I.R.S. Employer Identification Number (if applicable))

8801 Trans-Canada Highway, Suite 500

Saint-Laurent, Québec

H4S 1Z6

(514) 331-4000

(Address and telephone number of Registrant’s principal executive offices)

Corporation Service Company

County of New Castle

251 Little Falls Drive

Wilmington, DE USA 19808

(866) 927-9800

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

---

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		TFII		New York Stock Exchange

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

☒  Annual Information Form		☒  Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 84,408,437 common shares.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

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

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Auditor Firm Id:	85	Auditor Name:	KPMG LLP	Auditor Location:	Montreal, QC, Canada

 

 

---

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 40-F (“Amendment No. 1”) amends the Annual Report on Form 40-F of TFI International Inc. (the “Company” or “Registrant”) for the year ended December 31, 2024, which was originally filed with the U.S. Securities and Exchange Commission on February 19, 2025 (the “Original Annual Report”). This Amendment No. 1 is being filed because of an error in the Average length of haul (in miles) presented in the operational data of U.S. LTL for the three month and twelve month periods ended December 31, 2024 in Management’s Discussion and Analysis for the year ended December 31, 2024 (included as Exhibit 99.3 to the Original Annual Report). A corrected copy of Management’s Discussion and Analysis for the year ended December 31, 2024 is attached hereto as Exhibit 99.3. Additionally, the required certifications are attached hereto as Exhibits 99.4, 99.5, 99.6, and 99.7.

Except as described above, the Original Annual Report and any other exhibits thereto remain unchanged. This Amendment No. 1 speaks as of the filing date of the Original Annual Report and does not reflect events occurring after the original filing date or modify or update those disclosures that may be affected by subsequent events.

EXHIBITS

 

Exhibit Number		Description
97*		Clawback Policy pursuant to Item 601 of Regulations S-K
99.1*		Annual Information Form for the Registrant for the year ended December 31, 2024
99.2*		Audited Consolidated Annual Financial Statements of the Registrant as at and for the years ended December 31, 2024 and December 31, 2023, together with the notes thereto and the auditor’s reports thereon
99.3+		Management’s Discussion and Analysis of the Registrant for the year ended December 31, 2024
99.4+		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.5+		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6+		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002
99.7+		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002
99.8*		Consent of KPMG LLP
101*		Interactive Data File (formatted in Inline XBRL)
104*		Cover Page Interactive Data File (embedded within the Inline XBRLs)
	*	Previously filed as exhibits to the Original Annual Report.
	+	Filed herewith

 

---

 

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certificates that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TFI International Inc.
By:	/s/ Alain Bédard
	Name: Alain Bédard
	Title: Chairman of the Board, President and Chief Executive Officer

Date: February 20, 2025

 

---