Form 8-K

8-K — WERNER ENTERPRISES INC

Accession: 0000793074-26-000092

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0000793074

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — wern-20260428.htm (Primary)

EX-99.1 (wern-2026x331xex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: wern-20260428.htm · Sequence: 1

wern-20260428

0000793074false00007930742026-04-282026-04-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 28, 2026

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nebraska 0-14690 47-0648386

(State or other jurisdiction of

incorporation) (Commission File Number) (I.R.S. Employer

Identification No.)

14507 Frontier Road

Post Office Box 45308

Omaha , Nebraska 68145-0308

(Address of principal executive offices) (Zip Code)

(402) 895-6640

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR40.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 Par Value WERN The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 28, 2026, the registrant issued a press release regarding, among other things, its financial results for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 2.02 and the press release furnished as Exhibit 99.1 to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section 18, nor shall such information and exhibit deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless the registrant expressly states that such information and exhibit are to be considered “filed” under the Exchange Act or incorporates such information and exhibit by specific reference in an Exchange Act or Securities Act filing.

The press release furnished as Exhibit 99.1 to this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the registrant’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the registrant’s latest available Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q. For those reasons, undue reliance should not be placed on any forward-looking statement. The registrant assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

99.1

Press release issued by the registrant on April 28, 2026, “Werner Enterprises Reports First Quarter 2026 Results”.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

WERNER ENTERPRISES, INC.

Date: April 28, 2026

By: /s/ Christopher D. Wikoff

Christopher D. Wikoff

Executive Vice President, Treasurer and

Chief Financial Officer

Date: April 28, 2026

By: /s/ Alan G. Colson

Alan G. Colson

Vice President, Controller and

Principal Accounting Officer

EX-99.1

Filename: wern-2026x331xex991.htm · Sequence: 2

Document

Exhibit 99.1

Werner Enterprises Reports First Quarter 2026 Results

First Quarter 2026 Highlights (all metrics compared to first quarter 2025)

•Total revenues of $808.6 million, increased $96.5 million, or 14%

•Operating income was $4.0 million compared to a $5.8 million operating loss in the prior year; non-GAAP adjusted operating income of $11.9 million compared to non-GAAP adjusted operating loss of $1.8 million in the prior year

•Operating margin of 0.5%, increased 130 basis points from (0.8)%; non-GAAP adjusted operating margin of 1.5%, increased 180 basis points from (0.3)%

•Diluted loss per share was $0.07 compared to diluted loss per share of $0.16 in the prior year; non-GAAP adjusted diluted earnings per share was $0.02 compared to non-GAAP adjusted diluted loss per share of $0.12 in the prior year

OMAHA, Neb., April 28, 2026 -- Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, today reported results for the first quarter ended March 31, 2026.

"The first quarter reflects early results from our strategic positioning and positive momentum in our core business," said Derek Leathers, Chairman and CEO. "Dedicated revenue and fleet size grew, bolstered by our FirstFleet acquisition, improving rates, and a strong 95% customer retention rate. Restructuring in our One-Way Truckload business is yielding a near double-digit increase in revenue per truck. Logistics revenues remained flat year-over-year, with growth in Intermodal and Final Mile. And, overall operating margins are improving. Through continued cost discipline, and a relentless focus on safety, service and innovation, Werner remains well-positioned to drive better financial results as market conditions tighten throughout the year."

Total revenues for the quarter were $808.6 million, an increase of $96.5 million compared to the prior year, due to a $92.4 million, or 18% increase in Truckload Transportation Services (“TTS”) revenues and a slight increase in Werner Logistics revenues of $0.3 million.

Operating income increased $9.8 million, or 169%, from an operating loss of $5.8 million, while operating margin of 0.5% increased 130 basis points from (0.8)%. On a non-GAAP basis, adjusted operating income of $11.9 million increased $13.7 million from a $1.8 million adjusted operating loss. Adjusted operating margin of 1.5% increased 180 basis points from (0.3)%.

TTS had operating income of $13.9 million compared to a $0.9 million operating loss in the prior year, and TTS had non-GAAP adjusted operating income of $14.8 million, an increase of $12.9 million. Werner Logistics had operating loss of $2.0 million compared to $0.5 million operating loss in the prior year, and Werner Logistics had a non-GAAP adjusted operating loss of $0.9 million, compared to Non-GAAP adjusted operating income of $0.7 million in the prior year. Corporate and Other (including driving schools) had an operating loss of $7.9 million compared to a $4.4 million operating loss in the prior year driven by acquisition expenses, partially offset by year-over-year favorability in our driver schools.

Werner Enterprises, Inc. - Release of April 28, 2026

Page 2

Net interest expense of $10.1 million increased $2.1 million primarily due to an increase in average debt outstanding, partially offset by a decrease in average interest rates. The effective income tax rate during the quarter was 24.9%, compared to 23.7% in first quarter 2025.

Net gains on our strategic investments were $0.1 million for the current and prior year quarter. Consistent with prior reporting, increases or decreases to the values of these strategic investments are adjusted out for determining non-GAAP adjusted net income (loss) and non-GAAP adjusted earnings (loss) per share.

Net loss attributable to Werner was $4.3 million compared to a $10.1 million net loss attributable to Werner in the prior year. On a non-GAAP basis, adjusted net income attributable to Werner was $1.3 million compared to a $7.2 million adjusted net loss attributable to Werner in the prior year. Diluted loss per share was $0.07 compared to diluted loss per share of $0.16 in the prior year. On a non-GAAP basis, adjusted diluted earnings per share was $0.02 compared to an adjusted diluted loss per share of $0.12 in the prior year.

Key Consolidated Financial Metrics

Three Months Ended

March 31,

(In thousands, except per share amounts) 2026 2025 Y/Y

Change

Total revenues $ 808,610 $ 712,114 14 %

Truckload Transportation Services revenues $ 594,312 $ 501,875 18 %

Werner Logistics revenues $ 195,836 $ 195,558 0 %

Operating income (loss) $ 3,995 $ (5,832) 169 %

Operating margin 0.5 % (0.8) % 130 bps

Net loss attributable to Werner

$ (4,262) $ (10,098) 58 %

Diluted loss per share

$ (0.07) $ (0.16) 56 %

Adjusted operating income (loss)(1)

$ 11,943 $ (1,803) 762 %

Adjusted operating margin (1)

1.5 % (0.3) % 180 bps

Adjusted net income (loss) attributable to Werner (1)

$ 1,312 $ (7,210) 118 %

Adjusted diluted earnings (loss) per share (1)

$ 0.02 $ (0.12) 117 %

(1) See attached Reconciliation of Non-GAAP Financial Measures - Consolidated.

Truckload Transportation Services (TTS) Segment

•Revenues of $594.3 million increased $92.4 million; trucking revenues, net of fuel surcharge, increased $75.2 million, or 17% year over year

•Operating income was $13.9 million compared to a $0.9 million operating loss in the prior year; non-GAAP adjusted operating income of $14.8 million increased $12.9 million due to lower insurance and claims expense (excluding FirstFleet), the addition of FirstFleet, profitability improvement in One-Way Truckload and higher gains from sale of used equipment

•Operating margin of 2.3%, increased 250 basis points from (0.2%); non-GAAP adjusted operating margin, net of fuel surcharge, of 2.9% increased 250 basis points from 0.4%

•Average segment trucks in service totaled 8,454, an increase of 1,039 trucks year over year, or 14.0%, while segment trucks at quarter end increased by 1,600 trucks, or 21.5%. The increase is driven by the FirstFleet acquisition, partially offset by a smaller One-Way Truckload fleet

•Dedicated unit trucks at quarter end totaled 7,080, or 78% of the total TTS segment fleet, compared to 4,835 trucks, or 65%, a year ago

•One-Way Truckload revenues per truck per week increased 9.6% from restructuring efforts over the last two quarters, higher spot and contractual rate increases

•One-Way revenues per total mile, net of fuel surcharge, increased 3.6% year over year

Werner Enterprises, Inc. - Release of April 28, 2026

Page 3

We acquired FirstFleet on January 27, 2026. FirstFleet financial results are reported in our Dedicated operating segment within Truckload Transportation Services. As a result of this acquisition, Dedicated experienced a net increase in average trucks in service, up 1,549 trucks, or 32.4% year over year, and up 1,378 trucks sequentially. Dedicated quarter-end fleet size was up 46.4% year over year. Dedicated average revenues per truck per week, net of fuel surcharge, increased 0.8%.

Key Truckload Transportation Services Segment Financial Metrics

Three Months Ended

March 31,

(In thousands) 2026 2025 Y/Y

Change

Trucking revenues, net of fuel surcharge $ 508,281 $ 433,073 17 %

Trucking fuel surcharge revenues 78,468 57,640 36 %

Non-trucking and other revenues 7,563 11,162 (32) %

Total revenues $ 594,312 $ 501,875 18 %

Operating income (loss) $ 13,938 $ (916) 1622 %

Operating margin 2.3 % (0.2 %) 250 bps

Operating ratio 97.7 % 100.2 % (250) bps

Adjusted operating income (1)

$ 14,825 $ 1,964 655 %

Adjusted operating margin (1)

2.5 % 0.4 % 210 bps

Adjusted operating margin, net of fuel surcharge (1)

2.9 % 0.4 % 250 bps

Adjusted operating ratio (1)

97.5 % 99.6 % (210) bps

Adjusted operating ratio, net of fuel surcharge (1)

97.1 % 99.6 % (250) bps

(1) See attached Reconciliation of Non-GAAP Financial Measures - Truckload Transportation Services (TTS) Segment.

Werner Logistics Segment

•Revenues of $195.8 million increased $0.3 million, essentially flat year over year

•Operating loss was $2.0 million compared to a $0.5 million operating loss in the prior year; non-GAAP adjusted operating loss of $0.9 million, compared to non-GAAP adjusted operating income of $0.7 million in the prior year

•Operating margin of (1.0)% decreased 80 basis points from (0.2)%; non-GAAP adjusted operating margin of (0.4)% decreased 70 basis points from 0.3%

Truckload Logistics revenues (72% of Werner Logistics revenues) decreased $6.5 million, or 4%, driven by an decrease in shipments of 9%, partially offset by a 5% increase in revenue per shipment.

Intermodal revenues (17% of Werner Logistics revenues) increased $5.1 million, or 18%, due to 22% more shipments, partially offset by a 3% decline in revenue per shipment.

Final Mile revenues (11% of Werner Logistics revenues) increased $1.7 million, or 8%, and decreased 7% sequentially.

Werner Enterprises, Inc. - Release of April 28, 2026

Page 4

Key Werner Logistics Segment Financial Metrics

Three Months Ended

March 31,

(In thousands) 2026 2025 Y/Y

Change

Total revenues $ 195,836 $ 195,558 0 %

Operating expenses:

Purchased transportation expense 168,530 167,158 1 %

Other operating expenses 29,311 28,875 2 %

Total operating expenses 197,841 196,033 1 %

Operating loss

$ (2,005) $ (475) (322) %

Operating margin (1.0) % (0.2) % (80) bps

Adjusted operating income (loss) (1)

$ (857) $ 674 (227) %

Adjusted operating margin (1)

(0.4) % 0.3 % (70) bps

(1) See attached Reconciliation of Non-GAAP Financial Measures - Werner Logistics Segment.

Cash Flow and Capital Allocation

Cash flow from operations in first quarter 2026 was $89.2 million compared to $29.4 million in first quarter 2025, an increase of 204%.

Net capital expenditures in first quarter 2026 were $2.0 million compared net capital proceeds of $7.6 million in first quarter 2025. We continue to prioritize business reinvestment in safe and modern equipment, including trucks and trailers, as well as in technology, our terminal network and our talent. The average ages of our truck and trailer fleets were 2.9 years and 6.3 years, respectively, as of March 31, 2026. Maintaining a low-age, modern fleet improves our driver experience and results in more effective equipment maintenance, safety and fuel efficiency.

Gains on sales of property and equipment in first quarter 2026 were $3.8 million, or $0.04 per share, compared to $2.8 million, or $0.03 per share, in first quarter 2025. Year over year, we sold more tractors and fewer trailers, and realized lower average sale prices for our used equipment. Gains on sales of property and equipment are reflected as a reduction of other operating expenses in our income statement.

We did not repurchase shares of our common stock in first quarter 2026. As of March 31, 2026, we had 5.0 million shares remaining under our share repurchase authorization.

As of March 31, 2026, we had $61.5 million of cash and cash equivalents and $1.4 billion of stockholders’ equity. Total debt outstanding, including finance lease liabilities of $53.6 million, was $931.8 million at March 31, 2026. After considering letters of credit issued, we had available liquidity consisting of cash and cash equivalents and available borrowing capacity as of March 31, 2026 of $512.7 million.

On January 27, 2026 we closed on the acquisition of FirstFleet, a top 11 pure play dedicated trucking company in North America. We hosted a call and presentation on January 28th. Refer to the press release and presentation relating to this announcement. The total purchase price was $282.8 million, consisting of $245.0 million for the operating company and $37.8 million for acquired real estate. The transaction was funded with a combination of cash on hand and incremental debt, which included additional borrowing from our revolving credit facility and the assumption of First Fleet capital leases at closing.

Werner Enterprises, Inc. - Release of April 28, 2026

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2026 Guidance Metrics and Assumptions

The following table summarizes our updated 2026 guidance assumptions:

Prior

2026 Guidance

(as of 2/5/26)

Actual

(as of 3/31/26)

Current

2026 Guidance

(as of 4/28/26)

TTS average truck count growth

23% to 28%

(2026 vs. 2025)

14.0%

(1Q26 vs. 1Q25)

23% to 28%

(2026 vs. 2025)

Net capital expenditures

$185M to $225M

(2026)

$2M

(1Q26)

$185M to $225M

(2026)

TTS Guidance

Dedicated RPTPW (1) growth

(1)% to 2%

(2026 vs. 2025)

0.8%

(1Q26 vs. 1Q25)

Flat to 3%

(2026 vs. 2025)

One-Way Truckload

RPTM (1) growth

Flat to 3%

(1H26 vs.1H25)

3.6%

(1Q26 vs. 1Q25)

1% to 4%

(2Q26 vs. 2Q25)

Assumptions

Effective income tax rate

25.5% to 26.5%

(2026)

24.9%

(1Q26)

25.5% to 26.5%

(2026)

(1) Net of fuel surcharge revenues

Werner Enterprises, Inc. - Release of April 28, 2026

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Call Information

Werner Enterprises, Inc. will conduct a conference call to discuss first quarter 2026 earnings today beginning at 4:00 p.m. CT. The news release, live webcast of the earnings conference call, and accompanying slide presentation will be available at werner.com in the “Investors” section under “News & Events” and then “Events Calendar.” To participate in the conference call, please dial (844) 701-1165 (domestic) or (412) 504-9718 (international). Please mention to the operator that you are dialing in for the Werner Enterprises call.

A replay of the conference call will be available on April 28, 2026 at approximately 6:00 p.m. CT through May 28, 2026 by dialing (855) 669-9658 (domestic) or (412) 317-0088 (international) and using the access code 4867410. A replay of the webcast will also be available at werner.com in the “Investors” section under “News & Events” and then “Events Calendar.”

About Werner Enterprises

Werner Enterprises, Inc. (Nasdaq: WERN) delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With 2025 revenues of nearly $3.0 billion, a modern truck and trailer fleet, more than 14,500 talented associates and our innovative Werner EDGE® technology, we are an essential solutions provider for customers who value the integrity of their supply chain and require safe and exceptional on-time service. Werner® provides Dedicated and One-Way Truckload services as well as Logistics services that include truckload brokerage, freight management, intermodal and final mile. Werner embraces inclusion as a core value and manages key risks and opportunities through a balanced sustainability strategy.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s latest available Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q.

For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission (“SEC”), through the issuance of press releases or by other methods of public disclosure.

Contact:

Christopher D. Wikoff

Executive Vice President, Treasurer

and Chief Financial Officer

(402) 894-3700

Source: Werner Enterprises, Inc.

Werner Enterprises, Inc. - Release of April 28, 2026

Page 7

Consolidated Financial Information

INCOME STATEMENT

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended

March 31,

2026 2025

$ % $ %

Operating revenues $ 808,610 100.0 $ 712,114 100.0

Operating expenses:

Salaries, wages and benefits 279,661 34.6 243,225 34.2

Fuel 82,445 10.2 63,092 8.9

Supplies and maintenance 67,805 8.4 60,040 8.4

Taxes and licenses 22,828 2.8 22,344 3.1

Insurance and claims 41,928 5.2 43,777 6.2

Depreciation and amortization 76,197 9.4 70,049 9.8

Rent and purchased transportation 221,104 27.3 206,142 28.9

Communications and utilities 4,591 0.6 4,357 0.6

Other 8,056 1.0 4,920 0.7

Total operating expenses 804,615 99.5 717,946 100.8

Operating income (loss) 3,995 0.5 (5,832) (0.8)

Other expense (income):

Interest expense 11,650 1.4 9,537 1.3

Interest income (1,503) (0.2) (1,492) (0.2)

Loss (gain) on investments in equity securities (26) — 2 —

Earnings from equity method investment (86) — (123) —

Other (98) — (368) —

Total other expense, net 9,937 1.2 7,556 1.1

Loss before income taxes

(5,942) (0.7) (13,388) (1.9)

Income tax benefit

(1,481) (0.1) (3,167) (0.5)

Net loss

(4,461) (0.6) (10,221) (1.4)

Net loss attributable to noncontrolling interest 199 0.1 123 —

Net loss attributable to Werner

(4,262) (0.5) (10,098) (1.4)

Diluted shares outstanding 59,910 61,890

Diluted loss per share

$ (0.07) $ (0.16)

Werner Enterprises, Inc. - Release of April 28, 2026

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CONDENSED BALANCE SHEET

(In thousands, except share amounts)

March 31,

2026 December 31,

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents $ 61,544 $ 59,922

Accounts receivable, trade, less allowance of $8,370 and $7,646, respectively

485,479 394,933

Other receivables 15,434 20,398

Inventories and supplies 14,404 12,104

Prepaid expenses 57,213 57,184

Assets held for sale 23,226 32,643

Other current assets 45,616 35,665

Total current assets 702,916 612,849

Property and equipment 3,040,309 2,901,984

Less – accumulated depreciation 1,140,064 1,111,480

Property and equipment, net 1,900,245 1,790,504

Finance lease right-of-use assets, net 53,913 —

Goodwill 144,444 129,104

Intangible assets, net 65,168 44,603

Operating lease right-of-use assets, net 108,212 39,703

Other non-current assets

287,166 271,911

Total assets $ 3,262,064 $ 2,888,674

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 137,517 $ 95,084

Current portion of long-term debt 8,600 —

Insurance and claims accruals 114,769 99,827

Accrued payroll 63,709 51,442

Accrued expenses 18,156 16,199

Current maturities of finance lease liabilities 26,706 —

Current maturities of operating lease liabilities 48,832 15,451

Other current liabilities 69,521 36,781

Total current liabilities 487,810 314,784

Long-term debt, net of current portion 869,600 752,000

Finance lease liabilities, less current maturities 26,878 —

Operating lease liabilities, less current maturities 60,704 26,470

Other long-term liabilities 23,839 26,080

Insurance and claims accruals, net of current portion

136,816 112,126

Deferred income taxes 275,802 266,209

Total liabilities 1,881,449 1,497,669

Temporary equity - redeemable noncontrolling interest 27,914 28,113

Stockholders’ equity:

Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536

shares issued; 59,950,115 and 59,869,405 shares outstanding, respectively

805 805

Paid-in capital 144,753 144,641

Retained earnings 1,891,918 1,904,572

Accumulated other comprehensive loss (14,343) (16,075)

Treasury stock, at cost; 20,583,421 and 20,664,131 shares, respectively

(670,432) (671,051)

Total stockholders’ equity 1,352,701 1,362,892

Total liabilities, temporary equity and stockholders’ equity $ 3,262,064 $ 2,888,674

Werner Enterprises, Inc. - Release of April 28, 2026

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SUPPLEMENTAL INFORMATION

(Unaudited)

(In thousands)

Three Months Ended

March 31,

2026 2025

Capital expenditures (proceeds), net $ 1,984 $ (7,566)

Cash flow from operations $ 89,225 $ 29,370

Return on assets (annualized) (0.5) % (1.4 %)

Return on equity (annualized) (1.2) % (2.8 %)

Segment Financial and Operating Statistics Information

SEGMENT INFORMATION

(Unaudited)

(In thousands)

Three Months Ended

March 31,

2026 2025

Revenues

Truckload Transportation Services $ 594,312 $ 501,875

Werner Logistics 195,836 195,558

Other (1)

18,009 18,223

Corporate 560 521

Subtotal 808,717 716,177

Inter-segment eliminations (2)

(107) (4,063)

Total $ 808,610 $ 712,114

Operating Income (Loss)

Truckload Transportation Services $ 13,938 $ (916)

Werner Logistics (2,005) (475)

Other (1)

646 (409)

Corporate (8,584) (4,032)

Total $ 3,995 $ (5,832)

(1) Other includes our driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, and other business activities.

(2) Inter-segment eliminations represent transactions between reporting segments that are eliminated in consolidation.

Werner Enterprises, Inc. - Release of April 28, 2026

Page 10

OPERATING STATISTICS BY SEGMENT

(Unaudited)

Three Months Ended

March 31,

2026 2025 % Chg

Truckload Transportation Services segment

Average trucks in service 8,454 7,415 14.0 %

Average revenues per truck per week (1)

$ 4,625 $ 4,493 2.9 %

Total trucks (at quarter end)

Company 8,730 7,135 22.4 %

Independent contractor 310 305 1.6 %

Total trucks 9,040 7,440 21.5 %

Total trailers (at quarter end) 35,715 24,930 43.3 %

One-Way Truckload

Trucking revenues, net of fuel surcharge (in 000’s) $ 136,401 $ 154,421 (11.7) %

Average trucks in service 2,122 2,632 (19.4) %

Total trucks (at quarter end) 1,960 2,605 (24.8) %

Average percentage of empty miles 15.59 % 16.01 % (2.6) %

Average revenues per truck per week (1)

$ 4,944 $ 4,513 9.6 %

Average % change YOY in revenues per total mile (1)

3.6 % 0.3 %

Average % change YOY in total miles per truck per week 5.7 % (3.5) %

Average completed trip length in miles (loaded) 608 576 5.6 %

Dedicated

Trucking revenues, net of fuel surcharge (in 000’s) $ 371,880 $ 278,652 33.5 %

Average trucks in service 6,332 4,783 32.4 %

Total trucks (at quarter end) 7,080 4,835 46.4 %

Average revenues per truck per week (1)

$ 4,518 $ 4,482 0.8 %

Werner Logistics segment

Average trucks in service 26 20 30.0 %

Total trucks (at quarter end) 26 22 18.2 %

Total trailers (at quarter end) 2,650 3,200 (17.2) %

Total containers (at quarter end) 375 200 87.5 %

(1) Net of fuel surcharge revenues

Non-GAAP Financial Measures and Reconciliations

To supplement our financial results presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), we provide certain non-GAAP financial measures as defined by the SEC Regulation G, including non-GAAP adjusted operating income (loss); non-GAAP adjusted operating margin; non-GAAP adjusted operating margin, net of fuel surcharge; non-GAAP adjusted net income (loss) attributable to Werner; non-GAAP adjusted diluted earnings (loss) per share; non-GAAP adjusted operating revenues, net of fuel surcharge; non-GAAP adjusted operating revenues, less purchased transportation expense; non-GAAP adjusted operating expenses; non-GAAP adjusted operating expenses, net of fuel surcharge; non-GAAP adjusted operating ratio; and non-GAAP adjusted operating ratio, net of fuel surcharge. We believe these non-GAAP financial measures provide a more useful comparison of our performance from period to period because they exclude the effect of items that, in our opinion, do not reflect our core operating performance. Our non-GAAP financial measures are not meant to be considered in isolation or as substitutes for their comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. There are limitations to using non-GAAP financial measures. Although we believe that they improve comparability in analyzing our period to period performance, they could limit comparability to other companies in our industry if those companies define these measures differently. Because of these limitations, our non-GAAP financial measures should not be considered measures of income generated

Werner Enterprises, Inc. - Release of April 28, 2026

Page 11

by our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.

The following tables present reconciliations of each non-GAAP financial measure to its most directly comparable GAAP financial measure as required by SEC Regulation G. In addition, information regarding each of the excluded items as well as our reasons for excluding them from our non-GAAP results is provided below.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – CONSOLIDATED

(unaudited)

(In thousands, except per share amounts)

Three Months Ended March 31,

2026 2025

Non-GAAP Adjusted Operating Income (Loss) and Non-GAAP Adjusted Operating

Margin (1)

$ % of Op. Rev. $ % of Op. Rev.

Operating income (loss) and operating margin – (GAAP) $ 3,995 0.5 % $ (5,832) (0.8) %

Non-GAAP adjustments:

Insurance and claims (2)

— — % 1,511 0.2 %

Amortization of intangible assets (3)

2,035 0.3 % 2,518 0.3 %

Acquisition expenses (4)

5,913 0.7 % — — %

Non-GAAP adjusted operating income (loss) and non-GAAP adjusted operating margin $ 11,943 1.5 % $ (1,803) (0.3) %

Three Months Ended March 31,

2026 2025

Non-GAAP Adjusted Net Income (Loss) Attributable to Werner and Non-GAAP

Adjusted Diluted Earnings (Loss) Per Share (1)

$ Diluted EPS $ Diluted EPS

Net loss attributable to Werner and diluted loss per share – (GAAP)

$ (4,262) $ (0.07) $ (10,098) $ (0.16)

Non-GAAP adjustments:

Insurance and claims (2)

— — 1,511 0.02

Amortization of intangible assets, net of amount attributable to noncontrolling interest (3)

2,035 0.03 2,346 0.04

Acquisition expenses (4)

5,913 0.10 — —

Loss (gain) on investments in equity securities (5)

(26) — 2 —

Earnings from equity method investment (6)

(86) — (123) —

Income tax effect of above adjustments (7)

(2,262) (0.04) (848) (0.02)

Non-GAAP adjusted net income (loss) attributable to Werner and non-GAAP adjusted diluted earnings (loss) per share $ 1,312 $ 0.02 $ (7,210) $ (0.12)

Three Months Ended

March 31,

2026 2025

Non-GAAP Adjusted Operating Revenues, Net of Fuel Surcharge (1)

$ $

Operating revenues – (GAAP) $ 808,610 $ 712,114

Non-GAAP adjustment:

Trucking fuel surcharge (8)

(78,468) (57,640)

Non-GAAP Adjusted Operating revenues, net of fuel surcharge

$ 730,142 $ 654,474

Werner Enterprises, Inc. - Release of April 28, 2026

Page 12

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – TRUCKLOAD TRANSPORTATION SERVICES (TTS) SEGMENT

(unaudited)

(In thousands)

Three Months Ended March 31,

2026 2025

Non-GAAP Adjusted Operating Income and

Non-GAAP Adjusted Operating Margin (1)

$ % of Op. Rev. $ % of Op. Rev.

Operating income (loss) and operating margin – (GAAP) $ 13,938 2.3 % $ (916) (0.2) %

Non-GAAP adjustments:

Insurance and claims (2)

— — % 1,511 0.3 %

Amortization of intangible assets (3)

887 0.2 % 1,369 0.3 %

Non-GAAP adjusted operating income and non-GAAP adjusted operating margin $ 14,825 2.5 % $ 1,964 0.4 %

Three Months Ended March 31,

2026 2025

Non-GAAP Adjusted Operating Expenses

and Non-GAAP Adjusted Operating Ratio (1)

$ % of Op. Rev. $ % of Op. Rev.

Operating expenses and operating ratio – (GAAP) $ 580,374 97.7 % $ 502,791 100.2 %

Non-GAAP adjustments:

Insurance and claims (2)

— — % (1,511) (0.3) %

Amortization of intangible assets (3)

(887) (0.2) % (1,369) (0.3) %

Non-GAAP adjusted operating expenses and non-GAAP adjusted operating ratio $ 579,487 97.5 % $ 499,911 99.6 %

Three Months Ended

March 31,

Non-GAAP Adjusted Operating Revenues, Net of Fuel Surcharge;

Non-GAAP Adjusted Operating Expenses, Net of Fuel Surcharge;

Non-GAAP Adjusted Operating Margin, Net of Fuel Surcharge;

and Non-GAAP Adjusted Operating Ratio, Net of Fuel Surcharge (1)

2026 2025

$ $

Operating revenues – (GAAP) $ 594,312 $ 501,875

Less: Trucking fuel surcharge (8)

(78,468) (57,640)

Operating revenues, net of fuel surcharge – (Non-GAAP) 515,844 444,235

Operating expenses – (GAAP) 580,374 502,791

Non-GAAP adjustments:

Trucking fuel surcharge (8)

(78,468) (57,640)

Insurance and claims (2)

— (1,511)

Amortization of intangible assets (3)

(887) (1,369)

Non-GAAP adjusted operating expenses, net of fuel surcharge 501,019 442,271

Non-GAAP adjusted operating income $ 14,825 $ 1,964

Non-GAAP adjusted operating margin, net of fuel surcharge 2.9 % 0.4 %

Non-GAAP adjusted operating ratio, net of fuel surcharge 97.1 % 99.6 %

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – WERNER LOGISTICS SEGMENT

(unaudited)

(In thousands)

Three Months Ended March 31,

2026 2025

Non-GAAP Adjusted Operating Revenues,

Less Purchased Transportation Expense (1)

$ % of Op. Rev. $ % of Op. Rev.

Operating revenues – (GAAP) $ 195,836 100.0 % $ 195,558 100.0 %

Non-GAAP adjustment:

Purchased transportation expense (9)

(168,530) (86.1) % (167,158) (85.5) %

Non-GAAP adjusted operating revenues, less purchased transportation expense $ 27,306 13.9 % $ 28,400 14.5 %

Werner Enterprises, Inc. - Release of April 28, 2026

Page 13

Three Months Ended March 31,

2026 2025

Non-GAAP Adjusted Operating Income (Loss) and

Non-GAAP Adjusted Operating Margin (1)

$ % of Op. Rev. $ % of Op. Rev.

Operating loss and operating margin – (GAAP)

$ (2,005) (1.0) % $ (475) (0.2) %

Non-GAAP adjustments:

Amortization of intangible assets (3)

1,148 0.6 % 1,149 0.5 %

Non-GAAP adjusted operating income (loss) and non-GAAP adjusted operating margin

$ (857) (0.4) % $ 674 0.3 %

(1) Non-GAAP adjusted operating income (loss); non-GAAP adjusted operating margin; non-GAAP adjusted operating margin, net of fuel surcharge; non-GAAP adjusted net income (loss) attributable to Werner; non-GAAP adjusted diluted earnings (loss) per share; non-GAAP adjusted operating revenues, net of fuel surcharge; non-GAAP adjusted operating revenues, less purchased transportation expense; non-GAAP adjusted operating expenses; non-GAAP adjusted operating expenses, net of fuel surcharge; non-GAAP adjusted operating ratio; and non-GAAP adjusted operating ratio, net of fuel surcharge should be considered in addition to, rather than as substitutes for, GAAP operating income (loss); GAAP operating margin; GAAP net loss attributable to Werner; GAAP diluted loss per share; GAAP operating revenues; GAAP operating expenses; and GAAP operating ratio, which are their most directly comparable GAAP financial measures.

(2) Prior to second quarter 2025, we accrued pre-tax insurance and claims expense for interest related to a previously disclosed excess adverse jury verdict rendered on May 17, 2018 in a lawsuit arising from a December 2014 accident. Additional information about the accident was included in our Current Report on Form 8-K dated May 17, 2018. Under our insurance policies in effect on the date of this accident, our maximum liability for this accident was $10.0 million (plus pre-judgment and post-judgment interest) with premium-based insurance coverage that exceeded the jury verdict amount. We continued to accrue pre-tax insurance and claims expense for interest at $0.5 million per month (excluding months where the plaintiffs requested an extension of time to respond to our petition for review) until our appeal was finalized in our favor during second quarter 2025. Management believes excluding the effect of this item provides a more useful comparison of our performance from period to period. This item is included in our Truckload Transportation Services segment.

(3) Amortization expense related to intangible assets acquired in our business acquisitions is excluded because management does not believe the expense is indicative of our core operating performance. This expense is included in our Truckload Transportation Services and Werner Logistics segments.

(4) We incurred business acquisition-related expenses including legal and professional fees. Acquisition-related expenses are excluded as management believes these expenses are not representative of the costs of managing our on-going business. These expenses are included within other operating expenses in our income statement and in Corporate operating income in our Segment Information table.

(5) Represents non-operating mark-to-market adjustments for gains/losses on our minority equity investments, which we account for under Accounting Standards Codification (“ASC”) 321, Investments – Equity Securities. Management believes excluding the effect of gains/losses on our investments in equity securities provides a more useful comparison of our performance from period to period. We record changes in the value of our investments in equity securities in other expense (income) in our income statement.

(6) Represents earnings/losses from our equity method investment, which we account for under ASC 323, Investments - Equity Method and Joint Ventures. Management believes excluding the effect of earnings/losses from our equity method investment provides a more useful comparison of our performance from period to period. We record earnings/losses from our equity method investment in other expense (income) in our income statement.

(7) The income tax effect of the non-GAAP adjustments is calculated using the incremental income tax rate excluding discrete items, and the income tax effect for 2025 has been updated to reflect the annual incremental income tax rate.

(8) Fluctuating fuel prices and fuel surcharge revenues impact the total company operating ratio and the TTS segment operating ratio when fuel surcharges are reported on a gross basis as revenues versus netting the fuel surcharges against fuel expenses. Management believes netting fuel surcharge revenues, which are generally a more volatile source of revenue, against fuel expenses provides a more consistent basis for comparing the results of operations from period to period.

(9) Management believes excluding purchased transportation expense from Werner Logistics operating revenues provides a useful measurement of our ability to source and sell services provided by third parties.

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