Werner Enterprises Reports Third Quarter 2026 Results

Werner Enterprises Reports Third Quarter 2026 Results OMAHA, Neb.--( BUSINESS WIRE)--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 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

2,693,045

2,236,761

Truckload Transportation Services revenues

714,002

519,786

2,010,886

1,539,308

Werner Logistics revenues

215,827

232,585

623,395

649,320

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

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

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

1,660,109

1,335,936

Trucking fuel surcharge revenues

125,231

59,456

111

324,268

172,297

Non-trucking and other revenues

9,167

8,370

26,509

31,075

(15

Total revenues

714,002

519,786

2,010,886

1,539,308

Operating income (loss)

23,243

(13,832

)

268

64,301

49,341

Operating margin

3.3

(2.7

600 bps

3.2

— bps

Operating ratio

96.7

102.7

(600) bps

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

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.

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

623,395

649,320

Operating expenses:

Purchased transportation expense

184,722

199,616

538,996

555,100

Other operating expenses

31,491

29,955

90,660

87,353

Total operating expenses

216,213

229,571

629,656

642,453

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.

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

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.

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

—

(38

)

—

)

—

Loss (earnings) from equity method investment

(297

)

—

289

—

(1,033

)

—

(553

)

(0.1

)

Other

108

—

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

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

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

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)

(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.

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

60.9

25.0

Total trucks (at quarter end)

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 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

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)

—

(38

)

—

)

—

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

)

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.

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.

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

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.

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.

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

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.

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.