Form 8-K

8-K — WERNER ENTERPRISES INC

Accession: 0000793074-26-000129

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0000793074

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — wern-20260728.htm (Primary)

EX-99.1 (wern-2026x630xex991.htm)

GRAPHIC (image.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: wern-20260728.htm · Sequence: 1

wern-20260728

0000793074false00007930742026-07-282026-07-28

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):

July 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 July 28, 2026, the registrant issued a press release regarding, among other things, its financial results for the second quarter ended June 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 July 28, 2026, “Werner Enterprises Reports Second 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: July 28, 2026

By: /s/ Christopher D. Wikoff

Christopher D. Wikoff

Executive Vice President, Chief Financial Officer, and Treasurer

Date: July 28, 2026

By: /s/ Alan G. Colson

Alan G. Colson

Vice President, Controller and

Principal Accounting Officer

EX-99.1

Filename: wern-2026x630xex991.htm · Sequence: 2

Document

Exhibit 99.1

Werner Enterprises Reports Second Quarter 2026 Results

Second Quarter 2026 Highlights (all metrics compared to second quarter 2025)

•Total revenues of $933.9 million, increased $180.8 million, or 24%

•Operating income of $16.9 million, decreased $49.4 million, or 74%; non-GAAP adjusted operating income of $27.6 million, increased $11.0 million, or 67%

•Operating margin of 1.8%, declined 700 basis points from 8.8%; non-GAAP adjusted operating margin of 3.0%, increased 80 basis points from 2.2%

•Diluted earnings per share of $0.11, down 85%; non-GAAP adjusted diluted earnings per share of $0.22, up 178.0%

OMAHA, Neb., July 28, 2026 -- Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, today reported results for the second quarter ended June 30, 2026.

"Werner’s strong second-quarter results reflect the strategic efforts implemented over the last few quarters and our decisive actions to adapt to a capacity tightening market," said Chairman and CEO Derek Leathers. "Our organic Dedicated business is growing, and the FirstFleet acquisition is driving margin improvement ahead of schedule. The strategic restructuring in One-Way Truckload has delivered the strongest revenue per truck growth in a decade. Safety metrics and insurance and claims costs trended favorably for a second consecutive quarter, demonstrating the impact of quality hiring and training combined with cutting edge technologies. Werner is well-positioned to drive accelerated earnings power throughout the year."

Total revenues for the quarter were $933.9 million, an increase of $180.8 million compared to the prior year, due to a $184.9 million, or 36%, increase in Truckload Transportation Services (“TTS”) revenues, partially offset by a decline in Werner Logistics revenues of $9.4 million. A portion of the TTS revenue increase was due to $65.4 million higher fuel surcharge revenues.

Operating income of $16.9 million decreased $49.4 million, or 74%, while operating margin of 1.8% declined 700 basis points from 8.8%. The decrease in operating income is primarily due to the non-recurrence of favorable liability reversals of $53.6 million recorded in the prior year related to the dismissal of litigation arising from a December 2014 accident, and the settlement of our Baylor Trucking, Inc. contingent consideration arrangement. On a non-GAAP basis, adjusted operating income of $27.6 million increased $11.0 million, or 67%. Adjusted operating margin of 3.0% increased 80 basis points from 2.2%.

TTS had operating income of $27.1 million, a decrease of $37.0 million, and TTS had non-GAAP adjusted operating income of $32.3 million, an increase of $19.5 million, or 153%. Werner Logistics had an operating loss of $3.9 million compared to $4.3 million operating income in the prior year, and Werner Logistics had a non-GAAP adjusted operating loss of $2.7 million, compared to non-GAAP adjusted operating income of $5.9 million in the prior year. Corporate and Other (including driving schools) had an operating loss of $6.3 million compared to a $2.1 million operating loss in the prior year driven by

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

Page 2

acquisition expenses, which were excluded for non-GAAP, partially offset by year-over-year favorability in our driver schools.

Net interest expense of $10.1 million increased $2.2 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 27.3%, compared to 26.2% in second quarter 2025.

Net gain on our strategic investments were $0.6 million compared to $0.7 million in the 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 income attributable to Werner of $6.4 million decreased 86%. On a non-GAAP basis, adjusted net income attributable to Werner was $13.5 million, an increase of $8.6 million, or 174%. Diluted earnings per share of $0.11 down 85%. On a non-GAAP basis, adjusted diluted earnings per share of $0.22 increased 178.0%.

Key Consolidated Financial Metrics

Three Months Ended

June 30, Six Months Ended

June 30,

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

Change 2026 2025 Y/Y

Change

Total revenues $ 933,927 $ 753,148 24 % $ 1,742,537 $ 1,465,262 19 %

Truckload Transportation Services revenues $ 702,572 $ 517,647 36 % $ 1,296,884 $ 1,019,522 27 %

Werner Logistics revenues $ 211,732 $ 221,177 (4) % $ 407,568 $ 416,735 (2) %

Operating income $ 16,921 $ 66,321 (74) % $ 20,916 $ 60,489 (65) %

Operating margin 1.8 % 8.8 % (700) bps 1.2 % 4.1 % (290) bps

Net income attributable to Werner $ 6,350 $ 44,062 (86) % $ 2,088 $ 33,964 (94) %

Diluted earnings per share $ 0.11 $ 0.72 (85) % $ 0.03 $ 0.55 (94) %

Adjusted operating income (1)

$ 27,578 $ 16,555 67 % $ 39,521 $ 14,752 168 %

Adjusted operating margin (1)

3.0 % 2.2 % 80 bps 2.3 % 1.0 % 130 bps

Adjusted net income (loss) attributable to

Werner (1)

$ 13,527 $ 4,930 174 % $ 15,103 $ (2,280) 762 %

Adjusted diluted earnings (loss) per share (1)

$ 0.22 $ 0.08 178 % $ 0.25 $ (0.04) 777 %

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

Truckload Transportation Services (TTS) Segment

•Revenues of $702.6 million increased $184.9 million; trucking revenues, net of fuel surcharge, increased $121.3 million, or 27% year over year

•Operating income of $27.1 million decreased $37.0 million; non-GAAP adjusted operating income of $32.3 million increased $19.5 million, or 153%, due to the addition of FirstFleet, lower insurance and claims expense (excluding FirstFleet) and profitability improvement in One-Way Truckload, partially offset with lower gains from sale of used equipment

•Operating margin of 3.9%, decreased 850 basis points from 12.4%; non-GAAP adjusted operating margin, net of fuel surcharge, of 5.5% increased 270 basis points from 2.8%

•Average segment trucks in service totaled 8,712, an increase of 1,223 trucks year over year, or 16.3%, while segment trucks at quarter end increased by 1,150 trucks, or 15.2%. The increase is driven by the FirstFleet acquisition, partially offset by a smaller One-Way Truckload fleet

•Dedicated unit trucks at quarter end totaled 6,960, or 80% of the total TTS segment fleet, compared to 4,890 trucks, or 65%, a year ago

•One-Way Truckload average revenues per truck per week increased 27.7% from restructuring efforts over the last two quarters, higher spot rates and contractual rate increases

•One-Way revenues per total mile, net of fuel surcharge, increased 10.4% year over year

Werner Enterprises, Inc. - Release of July 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 2,121 trucks, or 43.7% year over year, and up 644 trucks sequentially. Dedicated quarter-end fleet size was up 42.3% year over year. Dedicated average revenues per truck per week, net of fuel surcharge, increased 5.4%.

Key Truckload Transportation Services Segment Financial Metrics

Three Months Ended

June 30, Six Months Ended

June 30,

(In thousands) 2026 2025 Y/Y

Change 2026 2025 Y/Y

Change

Trucking revenues, net of fuel surcharge $ 572,224 $ 450,903 27 % $ 1,080,505 $ 883,976 22 %

Trucking fuel surcharge revenues 120,569 55,201 118 % 199,037 112,841 76 %

Non-trucking and other revenues 9,779 11,543 (15) % 17,342 22,705 (24) %

Total revenues $ 702,572 $ 517,647 36 % $ 1,296,884 $ 1,019,522 27 %

Operating income $ 27,118 $ 64,089 (58) % $ 41,056 $ 63,173 (35) %

Operating margin 3.9 % 12.4 % (850) bps 3.2 % 6.2 % (300) bps

Operating ratio 96.1 % 87.6 % 850 bps 96.8 % 93.8 % 300 bps

Adjusted operating income (1)

$ 32,286 $ 12,775 153 % $ 47,111 $ 14,739 220 %

Adjusted operating margin (1)

4.6 % 2.5 % 210 bps 3.6 % 1.4 % 220 bps

Adjusted operating margin, net of fuel

surcharge (1)

5.5 % 2.8 % 270 bps 4.3 % 1.6 % 270 bps

Adjusted operating ratio (1)

95.4 % 97.5 % (210) bps 96.4 % 98.6 % (220) bps

Adjusted operating ratio, net of fuel surcharge (1)

94.5 % 97.2 % (270) bps 95.7 % 98.4 % (270) bps

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

Werner Logistics Segment

•Revenues of $211.7 million decreased $9.4 million, or 4%

•Operating loss was $3.9 million compared to $4.3 million operating income in the prior year; non-GAAP adjusted operating loss was $2.7 million compared to non-GAAP adjusted operating income of $5.9 million in the prior year

•Operating margin of (1.8)% decreased 380 basis points from 2.0%; non-GAAP adjusted operating margin of (1.3)% decreased 400 basis points from 2.7%

Truckload Logistics revenues (72% of Werner Logistics revenues) decreased $17.8 million, or 10%, driven by a decrease in shipments of 29%, partially offset by a 26% increase in revenue per shipment.

Intermodal revenues (16% of Werner Logistics revenues) increased $5.4 million, or 18%, due to an increase in shipments of 17% and a 2% increase in revenue per shipment.

Final Mile revenues (12% of Werner Logistics revenues) increased $3.0 million, or 14%, and increased 13% sequentially.

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

Page 4

Key Werner Logistics Segment Financial Metrics

Three Months Ended

June 30, Six Months Ended

June 30,

(In thousands) 2026 2025 Y/Y

Change 2026 2025 Y/Y

Change

Total revenues $ 211,732 $ 221,177 (4) % $ 407,568 $ 416,735 (2) %

Operating expenses:

Purchased transportation expense 185,744 188,326 (1) % 354,274 355,484 0 %

Other operating expenses 29,858 28,523 5 % 59,169 57,398 3 %

Total operating expenses 215,602 216,849 (1) % 413,443 412,882 0 %

Operating income (loss) $ (3,870) $ 4,328 (189) % $ (5,875) $ 3,853 (252) %

Operating margin (1.8) % 2.0 % (380) bps (1.4) % 0.9 % (230) bps

Adjusted operating income (loss) (1)

$ (2,721) $ 5,876 (146) % $ (3,578) $ 6,550 (155) %

Adjusted operating margin (1)

(1.3) % 2.7 % (400) bps (0.9) % 1.6 % (250) bps

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

Cash Flow and Capital Allocation

Cash flow from operations in second quarter 2026 was $84.7 million compared to $46.0 million in second quarter 2025, an increase of 84%.

Net capital proceeds in second quarter 2026 were $9.7 million compared to net capital expenditures of $65.6 million in second quarter 2025. The lower year-over-year capital expenditure spend is primarily due to one-time factors, including selling more equipment and buying less following One-Way restructuring, modest incremental use of operating leases, and declining technology-related capital spending as we near completion of building the technology-stack for our future. 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 3.0 years and 6.3 years, respectively, as of June 30, 2026. We are raising our full-year 2026 net capital expenditures guidance to reduce the average age of our tractor fleet.

Gains on sales of property and equipment in second quarter 2026 were $1.5 million, or $0.02 per share, compared to $5.9 million, or $0.07 per share, in second 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 second quarter 2026. As of June 30, 2026, we had 5.0 million shares remaining under our share repurchase authorization.

As of June 30, 2026, we had $57.0 million of cash and cash equivalents and $1.4 billion of stockholders’ equity. Total debt outstanding, including finance lease liabilities of $48.3 million, was $841.3 million at June 30, 2026. After considering letters of credit issued, we had available liquidity consisting of cash and cash equivalents and available borrowing capacity as of June 30, 2026 of $657.0 million. Subsequent to the end of the quarter, on July 7, 2026, we entered into a fourth amendment to our Loan Security Agreement, increasing the maximum funding available for eligible receivables from $350.0 million to $375.0 million, which may increase to $400.0 million upon request and acceptance by the lenders.

Werner Enterprises, Inc. - Release of July 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 4/28/26) Actual

(as of 6/30/26) Current

2026 Guidance

(as of 7/28/26)

TTS average truck count growth

23% to 28%

(2026 vs. 2025)

15.2%

(1H26 vs. 1H25)

16% to 18%

(2026 vs. 2025)

Net capital expenditures (proceeds) $185M to $225M

(2026)

$(8)M

(YTD)

$215M to $250M

(2026)

TTS Guidance

Dedicated RPTPW (1) growth

Flat to 3%

(2026 vs. 2025)

3.1%

(1H26 vs. 1H25)

3% to 5%

(2026 vs. 2025)

One-Way Truckload

RPTM (1) growth

1% to 4%

(2Q26 vs. 2Q25)

10.4%

(2Q26 vs. 2Q25)

10% to 13%

(3Q26 vs. 3Q25)

Assumptions

Effective income tax rate 25.5% to 26.5%

(2026)

37.4%

(YTD)

25.5% to 26.5%

(2026)

(1) Net of fuel surcharge revenues

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

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Call Information

Werner Enterprises, Inc. will conduct a conference call to discuss second 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 July 28, 2026 at approximately 6:00 p.m. CT through August 28, 2026 by dialing (855) 669-9658 (domestic) or (412) 317-0088 (international) and using the access code 9111315. 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 July 28, 2026

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Consolidated Financial Information

INCOME STATEMENT

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

$ % $ % $ % $ %

Operating revenues $ 933,927 100.0 $ 753,148 100.0 $ 1,742,537 100.0 $ 1,465,262 100.0

Operating expenses:

Salaries, wages and benefits 310,964 33.3 250,451 33.2 590,625 33.9 493,676 33.7

Fuel 119,897 12.8 60,401 8.0 202,342 11.6 123,493 8.4

Supplies and maintenance 77,648 8.3 62,260 8.3 145,453 8.3 122,300 8.3

Taxes and licenses 23,383 2.5 23,100 3.1 46,211 2.7 45,444 3.1

Insurance and claims 41,425 4.4 (6,813) (0.9) 83,353 4.8 36,964 2.5

Depreciation and amortization 78,811 8.4 70,757 9.4 155,008 8.9 140,806 9.6

Rent and purchased transportation 248,927 26.7 228,280 30.3 470,031 27.0 434,422 29.7

Communications and utilities 4,866 0.6 3,730 0.5 9,457 0.5 8,087 0.6

Restructuring and impairment 4,094 0.4 — — 4,094 0.2 — —

Other 6,991 0.8 (5,339) (0.7) 15,047 0.9 (419) —

Total operating expenses 917,006 98.2 686,827 91.2 1,721,621 98.8 1,404,773 95.9

Operating income 16,921 1.8 66,321 8.8 20,916 1.2 60,489 4.1

Other expense (income):

Interest expense 11,674 1.3 9,353 1.3 23,324 1.3 18,890 1.3

Interest income (1,569) (0.2) (1,487) (0.2) (3,072) (0.2) (2,979) (0.2)

Loss (gain) on investments in equity securities 11 — 33 — (15) — 35 —

Earnings from equity method investment (650) (0.1) (719) (0.1) (736) — (842) (0.1)

Other 117 — 51 — 19 — (317) —

Total other expense, net 9,583 1.0 7,231 1.0 19,520 1.1 14,787 1.0

Income before income taxes 7,338 0.8 59,090 7.8 1,396 0.1 45,702 3.1

Income tax expense 2,003 0.2 15,468 2.0 522 — 12,301 0.8

Net income 5,335 0.6 43,622 5.8 874 0.1 33,401 2.3

Net loss attributable to noncontrolling interest 1,015 0.1 440 0.1 1,214 — 563 —

Net income attributable to Werner $ 6,350 0.7 $ 44,062 5.9 $ 2,088 0.1 $ 33,964 2.3

Diluted shares outstanding 60,240 61,001 60,196 61,532

Diluted earnings per share $ 0.11 $ 0.72 $ 0.03 $ 0.55

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

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CONDENSED BALANCE SHEET

(In thousands, except share amounts)

June 30,

2026 December 31,

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents $ 57,024 $ 59,922

Accounts receivable, trade, less allowance of $8,818 and $7,646, respectively

490,902 394,933

Other receivables 17,630 20,398

Inventories and supplies 14,175 12,104

Prepaid expenses 43,452 57,184

Assets held for sale 11,983 32,643

Other current assets 40,144 35,665

Total current assets 675,310 612,849

Property and equipment 2,996,322 2,901,984

Less – accumulated depreciation 1,163,904 1,111,480

Property and equipment, net 1,832,418 1,790,504

Finance lease right-of-use assets, net 48,068 —

Goodwill 138,576 129,104

Intangible assets, net 62,945 44,603

Operating lease right-of-use assets, net 98,938 39,703

Other non-current assets

299,454 271,911

Total assets $ 3,155,709 $ 2,888,674

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 119,087 $ 95,084

Insurance and claims accruals 119,367 99,827

Accrued payroll 82,941 51,442

Accrued expenses 8,045 16,199

Current maturities of finance lease liabilities 25,120 —

Current maturities of operating lease liabilities 46,900 15,451

Other current liabilities 65,461 36,781

Total current liabilities 466,921 314,784

Long-term debt, net of current portion 793,000 752,000

Finance lease liabilities, less current maturities 23,167 —

Operating lease liabilities, less current maturities 53,720 26,470

Other long-term liabilities 24,316 26,080

Insurance and claims accruals, net of current portion

136,816 112,126

Deferred income taxes 274,608 266,209

Total liabilities 1,772,548 1,497,669

Temporary equity - redeemable noncontrolling interest 26,899 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 147,482 144,641

Retained earnings 1,889,869 1,904,572

Accumulated other comprehensive loss (11,939) (16,075)

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

(669,955) (671,051)

Total stockholders’ equity 1,356,262 1,362,892

Total liabilities, temporary equity and stockholders’ equity $ 3,155,709 $ 2,888,674

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

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SUPPLEMENTAL INFORMATION

(Unaudited)

(In thousands)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Capital expenditures (proceeds), net $ (9,726) $ 65,628 $ (7,742) $ 58,062

Cash flow from operations $ 84,683 $ 46,025 $ 168,133 $ 75,395

Return on assets (annualized) 0.1 % 5.9 % (0.2) % 2.2 %

Return on equity (annualized) 0.3 % 11.9 % (0.5) % 4.5 %

Segment Financial and Operating Statistics Information

SEGMENT INFORMATION

(Unaudited)

(In thousands)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Revenues

Truckload Transportation Services $ 702,572 $ 517,647 $ 1,296,884 $ 1,019,522

Werner Logistics 211,732 221,177 407,568 416,735

Other (1)

19,024 18,439 37,033 36,662

Corporate 597 634 1,157 1,155

Subtotal 933,925 757,897 1,742,642 1,474,074

Inter-segment eliminations (2)

2 (4,749) (105) (8,812)

Total $ 933,927 $ 753,148 $ 1,742,537 $ 1,465,262

Operating Income (Loss)

Truckload Transportation Services $ 27,118 $ 64,089 $ 41,056 $ 63,173

Werner Logistics (3,870) 4,328 (5,875) 3,853

Other (1)

969 (39) 1,615 (448)

Corporate (7,296) (2,057) (15,880) (6,089)

Total $ 16,921 $ 66,321 $ 20,916 $ 60,489

(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 July 28, 2026

Page 10

OPERATING STATISTICS BY SEGMENT

(Unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 % Chg 2026 2025 % Chg

Truckload Transportation Services segment

Average trucks in service 8,712 7,489 16.3 % 8,583 7,452 15.2 %

Average revenues per truck per week (1)

$ 5,053 $ 4,632 9.1 % $ 4,842 $ 4,563 6.1 %

Total trucks (at quarter end)

Company 8,380 7,215 16.1 % 8,380 7,215 16.1 %

Independent contractor 315 330 (4.5) % 315 330 (4.5) %

Total trucks 8,695 7,545 15.2 % 8,695 7,545 15.2 %

Total trailers (at quarter end) 35,510 24,660 44.0 % 35,510 24,660 44.0 %

One-Way Truckload

Trucking revenues, net of fuel surcharge (in 000’s) $ 137,948 $ 164,083 (15.9) % $ 274,349 $ 318,504 (13.9) %

Average trucks in service 1,736 2,634 (34.1) % 1,929 2,633 (26.7) %

Total trucks (at quarter end) 1,735 2,655 (34.7) % 1,735 2,655 (34.7) %

Average percentage of empty miles 14.94 % 15.50 % (3.6) % 15.27 % 15.75 % (3.0) %

Average revenues per truck per week (1)

$ 6,114 $ 4,787 27.7 % $ 5,529 $ 4,650 18.9 %

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

10.4 % 2.7 % 7.0 % 1.5 %

Average % change YOY in total miles per truck per week 15.7 % (2.3) % 10.8 % (2.9) %

Average completed trip length in miles (loaded) 685 581 17.9 % 679 579 17.3 %

Dedicated

Trucking revenues, net of fuel surcharge (in 000’s) $ 434,276 $ 286,820 51.4 % $ 806,156 $ 565,472 42.6 %

Average trucks in service 6,976 4,855 43.7 % 6,654 4,819 38.1 %

Total trucks (at quarter end) 6,960 4,890 42.3 % 6,960 4,890 42.3 %

Average revenues per truck per week (1)

$ 4,789 $ 4,542 5.4 % $ 4,654 $ 4,512 3.1 %

Werner Logistics segment

Average trucks in service 27 28 (3.6) % 26 24 8.3 %

Total trucks (at quarter end) 27 23 17.4 % 27 23 17.4 %

Total trailers (at quarter end) 2,470 3,650 (32.3) % 2,470 3,650 (32.3) %

Total containers (at quarter end) 375 200 87.5 % 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 July 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 June 30, Six Months Ended June 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 and operating margin – (GAAP) $ 16,921 1.8 % $ 66,321 8.8 % $ 20,916 1.2 % $ 60,489 4.1 %

Non-GAAP adjustments:

Insurance and claims (2)

— — % (45,662) (6.1) % — — % (44,151) (3.0) %

Restructuring and impairment (3)

4,094 0.4 % — — % 4,094 0.2 % — — %

Amortization of intangible assets (4)

2,223 0.3 % 2,517 0.3 % 4,258 0.3 % 5,035 0.3 %

Contingent consideration adjustment (5)

— — % (7,921) (1.0) % — — % (7,921) (0.5) %

Severance expense (6)

— — % 1,300 0.2 % — — % 1,300 0.1 %

Acquisition expenses (7)

4,340 0.5 % — — % 10,253 0.6 % — — %

Non-GAAP adjusted operating income and non-GAAP adjusted operating margin $ 27,578 3.0 % $ 16,555 2.2 % $ 39,521 2.3 % $ 14,752 1.0 %

Three Months Ended June 30, Six Months Ended June 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 attributable to Werner and diluted earnings per share – (GAAP) $ 6,350 $ 0.11 $ 44,062 $ 0.72 $ 2,088 $ 0.03 $ 33,964 $ 0.55

Non-GAAP adjustments:

Insurance and claims (2)

— — (45,662) (0.75) — — (44,151) (0.72)

Restructuring and impairment, net of amount attributable to noncontrolling interest (3)

3,710 0.06 — — 3,710 0.06 — —

Amortization of intangible assets, net of amount attributable to noncontrolling

interest (4)

2,223 0.03 2,345 0.04 4,258 0.07 4,691 0.08

Contingent consideration adjustments (5)

— — (7,921) (0.13) — — (7,921) (0.13)

Severance expense (6)

— — 1,300 0.02 — — 1,300 0.02

Acquisition expenses (7)

4,340 0.07 — — 10,253 0.17 — —

Loss (gain) on investments in equity

securities (8)

11 — 33 — (15) — 35 —

Earnings from equity method investment (9)

(650) (0.01) (719) (0.01) (736) (0.01) (842) (0.01)

Income tax effect of above adjustments (10)

(2,457) (0.04) 11,492 0.19 (4,455) (0.07) 10,644 0.17

Non-GAAP adjusted net income (loss) attributable to Werner and non-GAAP adjusted diluted earnings (loss) per share $ 13,527 $ 0.22 $ 4,930 $ 0.08 $ 15,103 $ 0.25 $ (2,280) $ (0.04)

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

Page 12

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Non-GAAP Adjusted Operating Revenues, Net of Fuel

Surcharge (1)

$ $ $ $

Operating revenues – (GAAP) $ 933,927 $ 753,148 $ 1,742,537 $ 1,465,262

Non-GAAP adjustment:

Trucking fuel surcharge (11)

(120,569) (55,201) (199,037) (112,841)

Non-GAAP Adjusted Operating revenues, net of fuel surcharge

$ 813,358 $ 697,947 $ 1,543,500 $ 1,352,421

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

(unaudited)

(In thousands)

Three Months Ended June 30, Six Months Ended June 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 and operating margin – (GAAP) $ 27,118 3.9 % $ 64,089 12.4 % $ 41,056 3.2 % $ 63,173 6.2 %

Non-GAAP adjustments:

Insurance and claims (2)

— — % (45,662) (8.8) % — — % (44,151) (4.3) %

Restructuring and impairment (3)

4,094 0.6 % — — % 4,094 0.3 % — — %

Amortization of intangible assets (4)

1,074 0.1 % 1,369 0.3 % 1,961 0.1 % 2,738 0.2 %

Contingent consideration adjustment (5)

— — % (7,921) (1.5) % — — % (7,921) (0.8) %

Severance expense (6)

— — % 900 0.1 % — — % 900 0.1 %

Non-GAAP adjusted operating income and non-GAAP adjusted operating margin $ 32,286 4.6 % $ 12,775 2.5 % $ 47,111 3.6 % $ 14,739 1.4 %

Three Months Ended June 30, Six Months Ended June 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) $ 675,454 96.1 % $ 453,558 87.6 % $ 1,255,828 96.8 % $ 956,349 93.8 %

Non-GAAP adjustments:

Insurance and claims (2)

— — % 45,662 8.8 % — — % 44,151 4.3 %

Restructuring and impairment (3)

(4,094) (0.6) % — — % (4,094) (0.3) % — — %

Amortization of intangible assets (4)

(1,074) (0.1) % (1,369) (0.3) % (1,961) (0.1) % (2,738) (0.2) %

Contingent consideration adjustment (5)

— — % 7,921 1.5 % — — % 7,921 0.8 %

Severance expense (6)

— — % (900) (0.1) % — — % (900) (0.1) %

Non-GAAP adjusted operating expenses and non-GAAP adjusted operating ratio $ 670,286 95.4 % $ 504,872 97.5 % $ 1,249,773 96.4 % $ 1,004,783 98.6 %

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

Page 13

Three Months Ended

June 30, Six Months Ended

June 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) $ 702,572 $ 517,647 $ 1,296,884 $ 1,019,522

Less: Trucking fuel surcharge (11)

(120,569) (55,201) (199,037) (112,841)

Operating revenues, net of fuel surcharge – (Non-GAAP) 582,003 462,446 1,097,847 906,681

Operating expenses – (GAAP) 675,454 453,558 1,255,828 956,349

Non-GAAP adjustments:

Trucking fuel surcharge (11)

(120,569) (55,201) (199,037) (112,841)

Insurance and claims (2)

— 45,662 — 44,151

Restructuring and impairment (3)

(4,094) — (4,094) —

Amortization of intangible assets (4)

(1,074) (1,369) (1,961) (2,738)

Contingent consideration adjustment (5)

— 7,921 — 7,921

Severance expense (6)

— (900) — (900)

Non-GAAP adjusted operating expenses, net of fuel surcharge 549,717 449,671 1,050,736 891,942

Non-GAAP adjusted operating income $ 32,286 $ 12,775 $ 47,111 $ 14,739

Non-GAAP adjusted operating margin, net of fuel surcharge 5.5 % 2.8 % 4.3 % 1.6 %

Non-GAAP adjusted operating ratio, net of fuel surcharge 94.5 % 97.2 % 95.7 % 98.4 %

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – WERNER LOGISTICS SEGMENT

(unaudited)

(In thousands)

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 (12)

(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 %

Three Months Ended June 30, Six Months Ended June 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) $ (3,870) (1.8) % $ 4,328 2.0 % $ (5,875) (1.4) % $ 3,853 0.9 %

Non-GAAP adjustments:

Amortization of intangible assets (4)

1,149 0.5 % 1,148 0.5 % 2,297 0.5 % 2,297 0.6 %

Severance expense (6)

— — % 400 0.2 % — — % 400 0.1 %

Non-GAAP adjusted operating income (loss) and non-GAAP adjusted operating margin $ (2,721) (1.3) % $ 5,876 2.7 % $ (3,578) (0.9) % $ 6,550 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 attributable to Werner; GAAP diluted earnings 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 $45.7 million 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. Prior to second quarter 2025, we accrued pre-tax insurance and claims expense for interest related to the 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.

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

Page 14

(3) 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.

(4) 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.

(5) 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.

(6) 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.

(7) 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.

(8) 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.

(9) 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.

(10) 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.

(11) 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.

(12) 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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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.

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