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Form 8-K

sec.gov

8-K — WERNER ENTERPRISES INC

Accession: 0000793074-26-000165

Filed: 2026-10-27

Period: 2026-10-27

CIK: 0000793074

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — wern-20261027.htm (Primary)

EX-99.1 (wern-2026x930xex991.htm)

GRAPHIC (imagea.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: wern-20261027.htm · Sequence: 1

wern-20261027

0000793074false00007930742026-10-272026-10-27

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):

October 27, 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

Omaha , Nebraska 68138

Attn: Legal Department/Corporate Secretary

Email: invrelations@werner.com

(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 October 27, 2026, the registrant issued a press release regarding, among other things, its financial results for the third quarter ended September 30, 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 October 27, 2026, “Werner Enterprises Reports Third 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: October 27, 2026

By: /s/ Christopher D. Wikoff

Christopher D. Wikoff

Executive Vice President, Chief Financial Officer, and Treasurer

Date: October 27, 2026

By: /s/ Alan G. Colson

Alan G. Colson

Vice President, Controller and

Principal Accounting Officer

EX-99.1

EX-99.1

Filename: wern-2026x930xex991.htm · Sequence: 2

Document

Exhibit 99.1

Werner Enterprises Reports Third Quarter 2026 Results

Third Quarter 2026 Highlights (all metrics compared to third quarter 2025)

•Total revenues of $950.5 million, increased $179.0 million, or 23%

•Operating income of $17.0 million compared to an operating loss of $13.0 million in the prior year; non-GAAP adjusted operating income of $21.0 million, increased $10.1 million, or 92%

•Operating margin of 1.8%, increased 350 basis points from (1.7)%; non-GAAP adjusted operating margin of 2.2%, increased 80 basis points from 1.4%

•Diluted earnings per share of $0.11 compared to diluted loss per share of $0.34 in the prior year; non-GAAP adjusted diluted earnings per share of $0.16 compared to non-GAAP diluted loss per share of $0.03 in the prior year

OMAHA, Neb., October 27, 2026 -- Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, today reported results for the third quarter ended September 30, 2026.

“Werner’s third-quarter results demonstrate strong top-line momentum, highlighted by a 28% increase in freight revenue and double-digit Truckload Transportation Services (“TTS”) revenue per truck growth,” said Chairman and CEO Derek Leathers. “While rapidly rising fuel costs and elevated claims temporarily impacted near-term margins, our underlying strategy is working, driving a near-doubling of adjusted operating income. We made the deliberate decision to accelerate investments in driver recruiting and onboarding to capture rising customer demand and support fleet expansion as industry capacity tightens. We remain confident in our trajectory and our ability to capitalize on the early stages of this freight upcycle.”

Total revenues for the quarter were $950.5 million, an increase of $179.0 million compared to the prior year, due to a $194.2 million, or 37%, increase in TTS revenues, partially offset by a decline in Werner Logistics revenues of $16.8 million. A portion of the TTS revenue increase was due to $65.8 million higher fuel surcharge revenues.

Operating income was $17.0 million compared to an operating loss of $13.0 million in the prior year, while operating margin of 1.8% increased 350 basis points from (1.7)%. The increase in operating income is partially due to the non-recurrence of litigation costs of $21.4 million recorded in the prior year related to an agreement to settle a class action lawsuit. On a non-GAAP basis, adjusted operating income of $21.0 million increased $10.1 million, or 92%. Adjusted operating margin of 2.2% increased 80 basis points from 1.4%.

TTS had operating income of $23.2 million compared to an operating loss of $13.8 million in the prior year, and TTS had non-GAAP adjusted operating income of $24.3 million, an increase of $15.4 million, or 172%. Werner Logistics had an operating loss of $0.4 million compared to $3.0 million operating income in the prior year, and Werner Logistics had non-GAAP adjusted operating income of $0.8 million, a decrease of $3.4 million, or 82%. Corporate and Other (including driving schools) had an operating loss of $5.9 million compared to a $2.2 million operating loss in the prior year driven primarily by acquisition

Werner Enterprises, Inc. - Release of October 27, 2026

Page 2

expenses, which were excluded for non-GAAP purposes, and lower non-operating gains, partially offset by year-over-year favorability in our driver schools.

Net interest expense of $9.5 million increased $1.0 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 13.2%, compared to 3.8% in third quarter 2025 due to differences in discrete income tax items.

Net gain on our strategic investments was $0.3 million compared to a net loss of $0.3 million in the prior year. 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 income attributable to Werner was $6.6 million compared to a $20.6 million net loss attributable to Werner in the prior year. On a non-GAAP basis, adjusted net income attributable to Werner was $9.5 million compared to a $2.0 million adjusted net loss attributable to Werner in the prior year. Diluted earnings per share was $0.11 compared to diluted loss per share of $0.34 in the prior year. On a non-GAAP basis, adjusted diluted earnings per share was $0.16 compared to adjusted diluted loss per share of $0.03 in the prior year.

Key Consolidated Financial Metrics

Three Months Ended

September 30, Nine Months Ended

September 30,

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

Change 2026 2025 Y/Y

Change

Total revenues $ 950,508  $ 771,499  23  % $ 2,693,045  $ 2,236,761  20  %

Truckload Transportation Services revenues $ 714,002  $ 519,786  37  % $ 2,010,886  $ 1,539,308  31  %

Werner Logistics revenues $ 215,827  $ 232,585  (7) % $ 623,395  $ 649,320  (4) %

Operating income (loss) $ 16,988  $ (13,021) 230  % $ 37,904  $ 47,468  (20) %

Operating margin 1.8  % (1.7) % 350 bps 1.4  % 2.1  % (70) bps

Net income (loss) attributable to Werner $ 6,595  $ (20,575) 132  % $ 8,683  $ 13,389  (35) %

Diluted earnings (loss) per share $ 0.11  $ (0.34) 132  % $ 0.14  $ 0.22  (34) %

Adjusted operating income (1)

$ 20,983  $ 10,910  92  % $ 60,504  $ 25,662  136  %

Adjusted operating margin (1)

2.2  % 1.4  % 80 bps 2.2  % 1.1  % 110 bps

Adjusted net income (loss) attributable to

Werner (1)

$ 9,488  $ (2,015) 571  % $ 25,133  $ (4,295) 685  %

Adjusted diluted earnings (loss) per share (1)

$ 0.16  $ (0.03) 567  % $ 0.42  $ (0.07) 693  %

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

Truckload Transportation Services (TTS) Segment

•Revenues of $714.0 million increased $194.2 million, or 37%; trucking revenues, net of fuel surcharge, increased $127.6 million, or 28% year over year

•Operating income of $23.2 million compared to an operating loss of $13.8 million in the prior year; non-GAAP adjusted operating income of $24.3 million increased $15.4 million, or 172%, due to the addition of FirstFleet, lower insurance and claims expense (excluding FirstFleet), and higher gains from sale of used equipment

•Operating margin of 3.3%, increased 600 basis points from (2.7%); non-GAAP adjusted operating margin, net of fuel surcharge, of 4.1% increased 220 basis points from 1.9%

•Average segment trucks in service totaled 8,668, an increase of 1,165 trucks year over year, or 15.5%, while segment trucks at quarter end increased by 1,295 trucks, or 17.4%. The increase is driven by the FirstFleet acquisition, partially offset by a smaller One-Way Truckload fleet

•Dedicated unit trucks at quarter end totaled 7,090, or 81% of the total TTS segment fleet, compared to 4,965 trucks, or 67%, a year ago

Werner Enterprises, Inc. - Release of October 27, 2026

Page 3

•One-Way Truckload average revenues per truck per week increased 34.3% from total miles per truck production gains of 22.4% following our restructuring efforts earlier this year, plus rate improvement and spot-vs-contract mix changes

•One-Way revenues per total mile, net of fuel surcharge, increased 9.7% year over year

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 2,130 trucks, or 43.8% year over year, and up 19 trucks sequentially. Dedicated quarter-end fleet size was up 42.8% year over year. Dedicated average revenues per truck per week, net of fuel surcharge, increased 5.6%.

Key Truckload Transportation Services Segment Financial Metrics

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2026 2025 Y/Y

Change 2026 2025 Y/Y

Change

Trucking revenues, net of fuel surcharge $ 579,604  $ 451,960  28  % $ 1,660,109  $ 1,335,936  24  %

Trucking fuel surcharge revenues 125,231  59,456  111  % 324,268  172,297  88  %

Non-trucking and other revenues 9,167  8,370  10  % 26,509  31,075  (15) %

Total revenues $ 714,002  $ 519,786  37  % $ 2,010,886  $ 1,539,308  31  %

Operating income (loss) $ 23,243  $ (13,832) 268  % $ 64,301  $ 49,341  30  %

Operating margin 3.3  % (2.7) % 600 bps 3.2  % 3.2  % — bps

Operating ratio 96.7  % 102.7  % (600) bps 96.8  % 96.8  % — bps

Adjusted operating income (1)

$ 24,318  $ 8,950  172  % $ 71,431  $ 23,689  202  %

Adjusted operating margin (1)

3.4  % 1.7  % 170 bps 3.6  % 1.5  % 210 bps

Adjusted operating margin, net of fuel

surcharge (1)

4.1  % 1.9  % 220 bps 4.2  % 1.7  % 250 bps

Adjusted operating ratio (1)

96.6  % 98.3  % (170) bps 96.4  % 98.5  % (210) bps

Adjusted operating ratio, net of fuel surcharge (1)

95.9  % 98.1  % (220) bps 95.8  % 98.3  % (250) bps

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

Werner Logistics Segment

•Revenues of $215.8 million decreased $16.8 million, or 7%

•Operating loss was $0.4 million compared to $3.0 million operating income in the prior year; non-GAAP adjusted operating income of $0.8 million decreased $3.4 million, or 82%

•Operating margin of (0.2)% decreased 150 basis points from 1.3%; non-GAAP adjusted operating margin of 0.4% decreased 140 basis points from 1.8%; non-GAAP adjusted operating margin, calculated on operating revenues, less purchased transportation, was 14.4%, up 210 basis points sequentially from 12.3%

•Truckload Logistics Brokerage operating margin improved sequentially by over 600 basis points

Truckload Logistics revenues (70% of Werner Logistics revenues) decreased $23.2 million, or 13%, driven by a decrease in shipments of 40%, partially offset by a 44% increase in revenue per shipment.

Intermodal revenues (17% of Werner Logistics revenues) increased $2.4 million, or 7%, due to a 6% increase in revenue per shipment and a 1% increase in shipments.

Final Mile revenues (13% of Werner Logistics revenues) increased $4.1 million, or 18%, and increased 8% sequentially.

Werner Enterprises, Inc. - Release of October 27, 2026

Page 4

Key Werner Logistics Segment Financial Metrics

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2026 2025 Y/Y

Change 2026 2025 Y/Y

Change

Total revenues $ 215,827  $ 232,585  (7) % $ 623,395  $ 649,320  (4) %

Operating expenses:

Purchased transportation expense 184,722  199,616  (7) % 538,996  555,100  (3) %

Other operating expenses 31,491  29,955  5  % 90,660  87,353  4  %

Total operating expenses 216,213  229,571  (6) % 629,656  642,453  (2) %

Operating income (loss) $ (386) $ 3,014  (113) % $ (6,261) $ 6,867  (191) %

Operating margin (0.2) % 1.3  % (150) bps (1.0) % 1.1  % (210) bps

Adjusted operating income (loss) (1)

$ 762  $ 4,163  (82) % $ (2,816) $ 10,713  (126) %

Adjusted operating margin (1)

0.4  % 1.8  % (140) bps (0.5) % 1.6 % (210) bps

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

Cash Flow and Capital Allocation

Cash flow from operations in third quarter 2026 was $21.5 million compared to $44.1 million in third quarter 2025, a decrease of 51%. In October 2025, we entered into an $18.0 million agreement to settle a class action lawsuit, for which a full accrual was recorded in third quarter 2025. Following court approval in July 2026, all remaining settlement funds were distributed during the third quarter 2026.

Net capital expenditures in third quarter 2026 were $37.3 million compared to $35.2 million in third quarter 2025. We continue to prioritize business reinvestment in safe and modern equipment, including trucks and trailers, intermodal containers, technology, and our terminal network. The average ages of our truck and trailer fleets were 2.8 years and 6.5 years, respectively, as of September 30, 2026. The average age of our trucks decreased 0.2 years sequentially. We expect further reduction as we accelerate tractor purchases in the fourth quarter of 2026.

Gains on sales of property and equipment in third quarter 2026 were $8.0 million, or $0.10 per share, compared to $4.5 million, or $0.06 per share, in third quarter 2025. 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 third quarter 2026. As of September 30, 2026, we had 5.0 million shares remaining under our share repurchase authorization.

As of September 30, 2026, we had $39.2 million of cash and cash equivalents and $1.4 billion of stockholders’ equity. Total debt outstanding, including finance lease liabilities of $44.4 million, was $847.4 million at September 30, 2026. After considering letters of credit issued, we had available liquidity consisting of cash and cash equivalents and available borrowing capacity as of September 30, 2026 of $654.3 million. Subsequent to the end of the quarter, on October 5, 2026, we entered into a new $1.1 billion unsecured credit facility with various lenders (“2026 Credit Agreement”) and terminated our existing $1.075 billion unsecured credit facility (“2022 Credit Agreement”). On October 5, 2026, we borrowed $465 million under the 2026 Credit Agreement and used $431.7 million of these proceeds to pay off the outstanding balances, accrued interest, and fees under the 2022 Credit Agreement. Outstanding debt on our credit facilities totaled $840 million as of October 5, 2026, including $465 million of revolving credit loans under the 2026 Credit Agreement and $375 million under our existing Loan and Security Agreement. Considering outstanding borrowings and stand-by letters of credit of $31.9 million, we have a remaining borrowing capacity of $603.1 million under our credit facilities as of October 5, 2026.

Werner Enterprises, Inc. - Release of October 27, 2026

Page 5

2026 Guidance Metrics and Assumptions

The following table summarizes our updated 2026 guidance assumptions:

Prior

2026 Guidance

(as of 7/28/26) Actual

(as of 9/30/26) Current

2026 Guidance

(as of 10/27/26)

TTS average truck count growth

16% to 18%

(2026 vs. 2025) 15.8%

(YTD26 vs. 2025) 16% to 17%

(2026 vs. 2025)

Dedicated RPTPW (1) growth

3% to 5%

(2026 vs. 2025)

4.0%

(YTD26 vs. YTD25)

4% to 5%

(2026 vs. 2025)

One-Way Truckload

RPTM (1) growth

10% to 13%

(3Q26 vs. 3Q25)

9.7%

(3Q26 vs. 3Q25)

10% to 13%

(4Q26 vs. 4Q25)

Net capital expenditures $215M to $250M

(2026)

$29M

(YTD)

$190M to $205M

(2026)

Assumptions

Effective income tax rate (GAAP) 25.5% to 26.5%

(2026)

17.0%

(YTD)

24.5% to 25.5%

(2026)

(1) Net of fuel surcharge revenues

Werner Enterprises, Inc. - Release of October 27, 2026

Page 6

Call Information

Werner Enterprises, Inc. will conduct a conference call to discuss third 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 October 27, 2026 at approximately 6:00 p.m. CT through November 27, 2026 by dialing (855) 669-9658 (domestic) or (412) 317-0088 (international) and using the access code 5222855. 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. (“Werner”) (Nasdaq: WERN) delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With Werner® 2025 revenues of nearly $3.0 billion, a modern truck and trailer fleet, more than 14,800 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. In January 2026, Werner acquired FirstEnterprises, Inc. (“FirstFleet”), which generated more than $600 million in unaudited 2025 revenues. 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, Chief Financial Officer,

and Treasurer

(402) 894-3700

Source: Werner Enterprises, Inc.

Werner Enterprises, Inc. - Release of October 27, 2026

Page 7

Consolidated Financial Information

INCOME STATEMENT

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

$ % $ % $ % $ %

Operating revenues $ 950,508  100.0  $ 771,499  100.0  $ 2,693,045  100.0  $ 2,236,761  100.0

Operating expenses:

Salaries, wages and benefits 318,587  33.5  268,720  34.8  909,212  33.8  762,396  34.1

Fuel 130,251  13.7  64,059  8.3  332,593  12.3  187,552  8.4

Supplies and maintenance 85,471  9.0  65,496  8.5  230,924  8.6  187,796  8.4

Taxes and licenses 24,233  2.5  23,189  3.0  70,444  2.6  68,633  3.1

Insurance and claims 39,558  4.2  38,060  4.9  122,911  4.6  75,024  3.4

Depreciation and amortization 76,863  8.1  72,184  9.4  231,871  8.6  212,990  9.5

Rent and purchased transportation 254,633  26.8  243,115  31.5  724,664  26.9  677,537  30.3

Communications and utilities 4,804  0.5  3,967  0.5  14,261  0.5  12,054  0.5

Restructuring and impairment —  —  —  —  4,094  0.2  —  —

Other (880) (0.1) 5,730  0.8  14,167  0.5  5,311  0.2

Total operating expenses 933,520  98.2  784,520  101.7  2,655,141  98.6  2,189,293  97.9

Operating income (loss) 16,988  1.8  (13,021) (1.7) 37,904  1.4  47,468  2.1

Other expense (income):

Interest expense 11,037  1.2  9,935  1.3  34,361  1.3  28,825  1.3

Interest income (1,489) (0.2) (1,362) (0.2) (4,561) (0.2) (4,341) (0.2)

Loss (gain) on investments in equity securities 30  —  (38) —  15  —  (3) —

Loss (earnings) from equity method investment (297) —  289  —  (1,033) —  (553) (0.1)

Other 108  —  60  —  127  —  (257) —

Total other expense, net 9,389  1.0  8,884  1.1  28,909  1.1  23,671  1.0

Income (loss) before income taxes 7,599  0.8  (21,905) (2.8) 8,995  0.3  23,797  1.1

Income tax expense (benefit) 1,004  0.1  (822) (0.1) 1,526  —  11,479  0.5

Net income (loss) 6,595  0.7  (21,083) (2.7) 7,469  0.3  12,318  0.6

Net loss attributable to noncontrolling interest —  —  508  —  1,214  —  1,071  —

Net income (loss) attributable to Werner $ 6,595  0.7  $ (20,575) (2.7) $ 8,683  0.3  $ 13,389  0.6

Diluted shares outstanding 60,305  59,830  60,232  61,015

Diluted earnings (loss) per share $ 0.11  $ (0.34) $ 0.14  $ 0.22

Werner Enterprises, Inc. - Release of October 27, 2026

Page 8

CONDENSED BALANCE SHEET

(In thousands, except share amounts)

September 30,

2026 December 31,

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents $ 39,200  $ 59,922

Accounts receivable, trade, less allowance of $8,375 and $7,646, respectively

517,080  394,933

Other receivables 17,927  20,398

Inventories and supplies 14,622  12,104

Prepaid expenses 62,715  57,184

Assets held for sale 6,843  32,643

Other current assets 37,507  35,665

Total current assets 695,894  612,849

Property and equipment 2,982,713  2,901,984

Less – accumulated depreciation 1,166,563  1,111,480

Property and equipment, net 1,816,150  1,790,504

Finance lease right-of-use assets, net 44,443  —

Goodwill 138,576  129,104

Intangible assets, net 60,721  44,603

Operating lease right-of-use assets, net 143,427  39,703

Other non-current assets

307,378  271,911

Total assets $ 3,206,589  $ 2,888,674

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 129,053  $ 95,084

Insurance and claims accruals 114,676  99,827

Accrued payroll 77,834  51,442

Accrued expenses 18,908  16,199

Current maturities of finance lease liabilities 24,574  —

Current maturities of operating lease liabilities 51,703  15,451

Other current liabilities 74,089  36,781

Total current liabilities 490,837  314,784

Long-term debt, net of current portion 803,000  752,000

Finance lease liabilities, less current maturities 19,779  —

Operating lease liabilities, less current maturities 95,742  26,470

Other long-term liabilities 20,828  26,080

Insurance and claims accruals, net of current portion

138,316  112,126

Deferred income taxes 278,317  266,209

Total liabilities 1,846,819  1,497,669

Temporary equity - redeemable noncontrolling interest —  28,113

Stockholders’ equity:

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

shares issued; 59,977,156 and 59,869,405 shares outstanding, respectively

805  805

Paid-in capital 150,377  144,641

Retained earnings 1,888,066  1,904,572

Accumulated other comprehensive loss (9,523) (16,075)

Treasury stock, at cost; 20,556,380 and 20,664,131 shares, respectively

(669,955) (671,051)

Total stockholders’ equity 1,359,770  1,362,892

Total liabilities, temporary equity and stockholders’ equity $ 3,206,589  $ 2,888,674

Werner Enterprises, Inc. - Release of October 27, 2026

Page 9

SUPPLEMENTAL INFORMATION

(Unaudited)

(In thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Capital expenditures, net $ 37,274  $ 35,238  $ 28,654  $ 93,300

Cash flow from operations $ 21,463  $ 44,144  $ 188,718  $ 119,539

Return on assets (annualized) 0.8  % (2.9) % 0.4  % 0.6  %

Return on equity (annualized) 1.9  % (5.8) % 1.0  % 1.1  %

Segment Financial and Operating Statistics Information

SEGMENT INFORMATION

(Unaudited)

(In thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Revenues

Truckload Transportation Services $ 714,002  $ 519,786  $ 2,010,886  $ 1,539,308

Werner Logistics 215,827  232,585  623,395  649,320

Other (1)

20,074  18,722  57,107  55,384

Corporate 577  569  1,734  1,724

Subtotal 950,480  771,662  2,693,122  2,245,736

Inter-segment eliminations (2)

28  (163) (77) (8,975)

Total $ 950,508  $ 771,499  $ 2,693,045  $ 2,236,761

Operating Income (Loss)

Truckload Transportation Services $ 23,243  $ (13,832) $ 64,301  $ 49,341

Werner Logistics (386) 3,014  (6,261) 6,867

Other (1)

1,442  (817) 3,055  (1,265)

Corporate (7,311) (1,386) (23,191) (7,475)

Total $ 16,988  $ (13,021) $ 37,904  $ 47,468

(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 October 27, 2026

Page 10

OPERATING STATISTICS BY SEGMENT

(Unaudited)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 % Chg 2026 2025 % Chg

Truckload Transportation Services segment

Average trucks in service 8,668  7,503  15.5  % 8,611  7,469  15.3  %

Average revenues per truck per week (1)

$ 5,144  $ 4,633  11.0  % $ 4,943  $ 4,585  7.8  %

Total trucks (at quarter end)

Company 8,430  7,120  18.4  % 8,430  7,120  18.4  %

Independent contractor 310  325  (4.6) % 310  325  (4.6) %

Total trucks 8,740  7,445  17.4  % 8,740  7,445  17.4  %

Total trailers (at quarter end) 35,085  24,625  42.5  % 35,085  24,625  42.5  %

One-Way Truckload

Trucking revenues, net of fuel surcharge (in 000’s) $ 135,774  $ 159,501  (14.9) % $ 410,123  $ 478,005  (14.2) %

Average trucks in service 1,673  2,638  (36.6) % 1,843  2,635  (30.1) %

Total trucks (at quarter end) 1,650  2,480  (33.5) % 1,650  2,480  (33.5) %

Average percentage of empty miles 15.96  % 15.65  % 2.0  % 15.50  % 15.72  % (1.4) %

Average revenues per truck per week (1)

$ 6,244  $ 4,649  34.3  % $ 5,767  $ 4,650  24.0  %

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

9.7  % 0.4  % 7.9  % 1.2  %

Average % change YOY in total miles per truck per week 22.4  % (4.7) % 14.7  % (3.5) %

Average completed trip length in miles (loaded) 674  558  20.8  % 656  572  14.7  %

Dedicated

Trucking revenues, net of fuel surcharge (in 000’s) $ 443,830  $ 292,459  51.8  % $ 1,249,986  $ 857,931  45.7  %

Average trucks in service 6,995  4,865  43.8  % 6,768  4,834  40.0  %

Total trucks (at quarter end) 7,090  4,965  42.8  % 7,090  4,965  42.8  %

Average revenues per truck per week (1)

$ 4,881  $ 4,624  5.6  % $ 4,729  $ 4,549  4.0  %

Werner Logistics segment

Average trucks in service 37  23  60.9  % 30  24  25.0  %

Total trucks (at quarter end) 50  23  117.4  % 50  23  117.4  %

Total trailers (at quarter end) 2,625  4,010  (34.5) % 2,625  4,010  (34.5) %

Total containers (at quarter end) 485  375  29.3  % 412  375  9.9  %

(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 October 27, 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 September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Non-GAAP Adjusted Operating Income and Non-GAAP Adjusted Operating

Margin (1)

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

Operating income (loss) and operating margin – (GAAP) $ 16,988  1.8  % $ (13,021) (1.7) % $ 37,904  1.4  % $ 47,468  2.1  %

Non-GAAP adjustments:

Insurance and claims (2)

—  —  % —  —  % —  —  % (44,151) (2.0) %

Litigation settlement (3)

—  —  % 21,413  2.8  % —  —  % 21,413  1.0  %

Restructuring and impairment (4)

—  —  % —  —  % 4,094  0.2  % —  —  %

Amortization of intangible assets (5)

2,223  0.2  % 2,518  0.3  % 6,481  0.2  % 7,553  0.3  %

Contingent consideration adjustment (6)

—  —  % —  —  % —  —  % (7,921) (0.4) %

Severance expense (7)

—  —  % —  —  % —  —  % 1,300  0.1  %

Acquisition expenses (8)

1,772  0.2  % —  —  % 12,025  0.4  % —  —  %

Non-GAAP adjusted operating income and non-GAAP adjusted operating margin $ 20,983  2.2  % $ 10,910  1.4  % $ 60,504  2.2  % $ 25,662  1.1  %

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 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 $ Diluted EPS $ Diluted EPS

Net income (loss) attributable to Werner and diluted earnings (loss) per share – (GAAP) $ 6,595  $ 0.11  $ (20,575) $ (0.34) $ 8,683  $ 0.14  $ 13,389  $ 0.22

Non-GAAP adjustments:

Insurance and claims (2)

—  —  —  —  —  —  (44,151) (0.72)

Litigation settlement (3)

—  —  21,413  0.36  —  —  21,413  0.35

Restructuring and impairment, net of amount attributable to noncontrolling interest (4)

—  —  —  —  4,094  0.07  —  —

Amortization of intangible assets, net of amount attributable to noncontrolling

interest (5)

2,223  0.03  2,346  0.04  6,097  0.10  7,037  0.11

Contingent consideration adjustments (6)

—  —  —  —  —  —  (7,921) (0.13)

Severance expense (7)

—  —  —  —  —  —  1,300  0.02

Acquisition expenses (8)

1,772  0.03  —  —  12,025  0.20  —  —

Loss (gain) on investments in equity

securities (9)

30  —  (38) —  15  —  (3) —

Loss (earnings) from equity method investment (10)

(297) —  289  —  (1,033) (0.01) (553) (0.01)

Income tax effect of above adjustments (11)

(835) (0.01) (5,450) (0.09) (4,748) (0.08) 5,194  0.09

Non-GAAP adjusted net income (loss) attributable to Werner and non-GAAP adjusted diluted earnings (loss) per share $ 9,488  $ 0.16  $ (2,015) $ (0.03) $ 25,133  $ 0.42  $ (4,295) $ (0.07)

Werner Enterprises, Inc. - Release of October 27, 2026

Page 12

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Non-GAAP Adjusted Operating Revenues, Net of Fuel

Surcharge (1)

$ $ $ $

Operating revenues – (GAAP) $ 950,508  $ 771,499  $ 2,693,045  $ 2,236,761

Non-GAAP adjustment:

Trucking fuel surcharge (12)

(125,231) (59,456) (324,268) (172,297)

Non-GAAP Adjusted Operating revenues, net of fuel surcharge

$ 825,277  $ 712,043  $ 2,368,777  $ 2,064,464

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

(unaudited)

(In thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Non-GAAP Adjusted Operating Income and

Non-GAAP Adjusted Operating Margin (1)

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

Operating income (loss) and operating margin – (GAAP) $ 23,243  3.3  % $ (13,832) (2.7) % $ 64,301  3.2  % $ 49,341  3.2  %

Non-GAAP adjustments:

Insurance and claims (2)

—  —  % —  —  % —  —  % (44,151) (2.9) %

Litigation settlement (3)

—  —  % 21,413  4.1  % —  —  % 21,413  1.4  %

Restructuring and impairment (4)

—  —  % —  —  % 4,094  0.2  % —  —  %

Amortization of intangible assets (5)

1,075  0.1  % 1,369  0.3  % 3,036  0.2  % 4,107  0.3  %

Contingent consideration adjustment (6)

—  —  % —  —  % —  —  % (7,921) (0.5) %

Severance expense (7)

—  —  % —  —  % —  —  % 900  —  %

Non-GAAP adjusted operating income and non-GAAP adjusted operating margin $ 24,318  3.4  % $ 8,950  1.7  % $ 71,431  3.6  % $ 23,689  1.5  %

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Non-GAAP Adjusted Operating Expenses

and Non-GAAP Adjusted Operating Ratio (1)

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

Operating expenses and operating ratio – (GAAP) $ 690,759  96.7  % $ 533,618  102.7  % $ 1,946,585  96.8  % $ 1,489,967  96.8  %

Non-GAAP adjustments:

Insurance and claims (2)

—  —  % —  —  % —  —  % 44,151  2.9  %

Litigation settlement (3)

—  —  % (21,413) (4.1) % —  —  % (21,413) (1.4) %

Restructuring and impairment (4)

—  —  % —  —  % (4,094) (0.2) % —  —  %

Amortization of intangible assets (5)

(1,075) (0.1) % (1,369) (0.3) % (3,036) (0.2) % (4,107) (0.3) %

Contingent consideration adjustment (6)

—  —  % —  —  % —  —  % 7,921  0.5  %

Severance expense (7)

—  —  % —  —  % —  —  % (900) —  %

Non-GAAP adjusted operating expenses and non-GAAP adjusted operating ratio $ 689,684  96.6  % $ 510,836  98.3  % $ 1,939,455  96.4  % $ 1,515,619  98.5  %

Werner Enterprises, Inc. - Release of October 27, 2026

Page 13

Three Months Ended

September 30, Nine Months Ended

September 30,

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 2026 2025

$ $ $ $

Operating revenues – (GAAP) $ 714,002  $ 519,786  $ 2,010,886  $ 1,539,308

Less: Trucking fuel surcharge (12)

(125,231) (59,456) (324,268) (172,297)

Operating revenues, net of fuel surcharge – (Non-GAAP) 588,771  460,330  1,686,618  1,367,011

Operating expenses – (GAAP) 690,759  533,618  1,946,585  1,489,967

Non-GAAP adjustments:

Trucking fuel surcharge (12)

(125,231) (59,456) (324,268) (172,297)

Insurance and claims (2)

—  —  —  44,151

Litigation settlement (3)

—  (21,413) —  (21,413)

Restructuring and impairment (4)

—  —  (4,094) —

Amortization of intangible assets (5)

(1,075) (1,369) (3,036) (4,107)

Contingent consideration adjustment (6)

—  —  —  7,921

Severance expense (7)

—  —  —  (900)

Non-GAAP adjusted operating expenses, net of fuel surcharge 564,453  451,380  1,615,187  1,343,322

Non-GAAP adjusted operating income $ 24,318  $ 8,950  $ 71,431  $ 23,689

Non-GAAP adjusted operating margin, net of fuel surcharge 4.1  % 1.9  % 4.2  % 1.7  %

Non-GAAP adjusted operating ratio, net of fuel surcharge 95.9  % 98.1  % 95.8  % 98.3  %

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – WERNER LOGISTICS SEGMENT

(unaudited)

(In thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Non-GAAP Adjusted Operating Revenues,

Less Purchased Transportation Expense (1)

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

Operating revenues – (GAAP) $ 215,827  100.0  % $ 232,585  100.0  % $ 623,395  100.0  % $ 649,320  100.0  %

Non-GAAP adjustment:

Purchased transportation expense (13)

(184,722) (85.6) % (199,616) (85.8) % (538,996) (86.5) % (555,100) (85.5) %

Non-GAAP adjusted operating revenues, less purchased transportation expense $ 31,105  14.4  % $ 32,969  14.2  % $ 84,399  13.5  % $ 94,220  14.5  %

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Non-GAAP Adjusted Operating Revenues,

Less Purchased Transportation Expense (1)

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

Operating revenues – (GAAP) $ 211,732  100.0  % $ 221,177  100.0  % $ 407,568  100.0  % $ 416,735  100.0  %

Non-GAAP adjustment:

Purchased transportation expense (13)

(185,744) (87.7) % (188,326) (85.1) % (354,274) (86.9) % (355,484) (85.3) %

Non-GAAP adjusted operating revenues, less purchased transportation expense $ 25,988  12.3  % $ 32,851  14.9  % $ 53,294  13.1  % $ 61,251  14.7  %

Werner Enterprises, Inc. - Release of October 27, 2026

Page 14

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Non-GAAP Adjusted Operating Income

(Loss) and Non-GAAP Adjusted Operating

Margin (1)

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

Operating income (loss) and operating margin – (GAAP) $ (386) (0.2) % $ 3,014  1.3  % $ (6,261) (1.0) % $ 6,867  1.1  %

Non-GAAP adjustments:

Amortization of intangible assets (5)

1,148  0.6  % 1,149  0.5  % 3,445  0.5  % 3,446  0.5  %

Severance expense (7)

—  —  % —  —  % —  —  % 400  —  %

Non-GAAP adjusted operating income (loss) and non-GAAP adjusted operating margin $ 762  0.4  % $ 4,163  1.8  % $ (2,816) (0.5) % $ 10,713  1.6  %

(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 income (loss) attributable to Werner; GAAP diluted earnings (loss) per share; GAAP operating revenues; GAAP operating expenses; and GAAP operating ratio, which are their most directly comparable GAAP financial measures.

(2) Represents a reversal of a net liability in second quarter 2025 related to the Texas Supreme Court’s ruling in Werner’s favor, reversing and dismissing a previously disclosed adverse jury verdict rendered on May 17, 2018 in a lawsuit arising from a December 2014 accident. The reversal included Werner's uninsured portion (retention) and accrued interest. Additional information about the accident was included in our Current Report on Form 8-K dated May 17, 2018. 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) In October 2025, we reached an agreement with the plaintiffs in the consolidated class action lawsuits entitled Abarca et al. v. Werner in the United States District Court for the District of Nebraska, to settle these cases for a combined $18 million. The settlement was approved by the court. An accrual for this settlement was recorded in third quarter 2025, and is included in salaries, wages and benefits in our income statement. We also incurred legal fees of $3.4 million related to this litigation during third quarter 2025, which is recorded in other operating expenses in our income statement. Management believes excluding the effect of these items provides a more useful comparison of our performance from period to period. These items are included in our Truckload Transportation Services segment.

(4) Restructuring and impairment expense are excluded because management does not believe these costs are indicative of our core operating performance. These costs are included in our Truckload Transportation Services segment.

(5) 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.

(6) Contingent consideration, also referred to as earnout, adjustments related to our business acquisitions are excluded because management does not believe these adjustments are indicative of our core operating performance. The adjustments are recorded in other operating expenses in our Income Statement and are included in our Truckload Transportation Services segment.

(7) Severance expense is excluded because management does not believe it is indicative of our core operating performance. This item is included in salaries, wages and benefits in our Income Statement and is included in our Truckload Transportation Services and Werner Logistics segments.

(8) Represents business acquisition and certain integration-related expenses. These expenses are excluded as management believes they 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.

(9) 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.

(10) 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.

(11) 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.

(12) 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.

(13) 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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Oct. 27, 2026

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Oct. 27, 2026

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Entity Registrant Name

WERNER ENTERPRISES, INC.

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Email: invrelations@werner.com

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Omaha

Entity Address, State or Province

NE

Entity Address, Postal Zip Code

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City Area Code

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Local Phone Number

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 3 such as an Office Park

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine3

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration