What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-26 compared with 2025-02-26 · 45 added, 50 removed, 200 unchanged (32% of the section changed)

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At the end of 2025, our Truckload Transportation Services (“TTS”) segment had a fleet of 7,100 trucks, of which 6,785 were company-operated and 315 were owned and operated by independent contractors.

Our Werner Logistics division operated an additional 18 drayage company trucks and 134 Final Mile delivery trucks at the end of 2024.

Our Werner Logistics segment operated an additional 27 drayage company trucks and 170 Final Mile delivery trucks at the end of 2025.

We have historically grown organically, and more recently through a combination of organic growth and business acquisitions (discussed below).

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Our Werner Logistics segment is a non-asset-based transportation and logistics provider.

Werner Logistics provides services throughout North America and generates the majority of our non-trucking revenues through three operating units.

These three Werner Logistics operating units are as follows:

Werner Logistics provides services throughout North America and generates the majority of our non-trucking revenues through three divisions.

These three Werner Logistics divisions are as follows:

(i) Truckload Logistics, which uses contracted carriers to complete shipments for brokerage customers and freight management customers for which we offer a full range of single-source logistics management services and solutions;

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and (iii) Werner Final Mile (“Final Mile”) offers residential and commercial deliveries of large or heavy items using third-party agents, independent contractors, and Company employees with two-person delivery teams operating a liftgate straight truck.

Business Acquisitions

2022 Acquisitions

On November 5, 2022, we acquired 100% of the equity interests in Reed Transport Services, Inc.

and RTS-TMS, Inc., doing business as ReedTMS Logistics (“ReedTMS”).

ReedTMS, based in Tampa, Florida, is an asset-light logistics provider and dedicated truckload carrier that offers a comprehensive suite of freight brokerage and truckload solutions to a diverse customer

Freight brokerage and truckload revenues generated by ReedTMS are reported in our Werner Logistics segment and in Dedicated within our TTS segment, respectively.

On October 1, 2022, we acquired 100% of the equity interests in FAB9, Inc., doing business as Baylor Trucking, Inc.

Baylor, based in Milan, Indiana, operates in the east central and south central United States.

Revenues generated by Baylor are reported in One-Way Truckload within our TTS segment.

Additional information regarding the 2022 business acquisitions is included in Note 2 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K.

2021 Acquisitions

On November 22, 2021, we acquired 100% of the equity interests in NEHDS Logistics, LLC (“NEHDS”).

NEHDS is a final mile residential delivery provider serving customers primarily in the Northeast and Midwest United States markets.

NEHDS delivers primarily big and bulky products (primarily furniture and appliances) using 2-person delivery teams performing residential and commercial deliveries.

On July 1, 2021, we acquired an 80% equity ownership interest in ECM Associated, LLC ("ECM”).

ECM provides regional truckload carrier services in the Mid-Atlantic, Ohio and Northeast regions of the United States.

Business Acquisition

2026 Acquisition

On January 27, 2026, we acquired 100% of the equity interests in First Enterprises, Inc., doing business as FirstFleet, Inc.

(“FirstFleet”).

FirstFleet, based in Murfreesboro, Tennessee, is a dedicated truckload carrier that sustained profitable growth

over four decades and cultivated deep relationships with top-tier customers under multi-year contracts.

Truckload revenues generated by FirstFleet will be reported in Dedicated within our TTS segment.

Marketing and Operations

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Safety is a high priority for us, which is demonstrated through our continued safety investments and initiatives, such as investing in equipment with the latest collision mitigation systems;

leveraging new side-view camera technology;

leveraging side-view camera technology;

implementing in-cab and desktop technologies aimed at improving weather alerts;

rerouting, and other situational awareness for our professional drivers and transportation management teams.

Improved weather reporting aids in redirecting our professional drivers to safer routes, which may decrease claims and costs associated with claims.

Improved weather reporting aids in redirecting our professional drivers to safer routes, together with our other safety initiatives, may decrease claims and costs associated with claims.

In the trucking industry, revenues generally follow a seasonal pattern.

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We attempt to minimize the impact of seasonality through our marketing program by seeking additional freight from certain customers during traditionally slower shipping periods and focusing on transporting consumer nondurable products.

Revenue can also be affected by adverse weather conditions, holidays and the number of business days that occur during a given period because revenue is directly related to the available working days of shippers.

Revenue can also be affected

by adverse weather conditions, holidays and the number of business days that occur during a given period because revenue is directly related to the available working days of shippers.

Human Capital Resources

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Nearly all of our company-owned trucks have collision-mitigation safety systems, automated manual transmissions, and forward-facing cameras.

At Werner, we embrace inclusion as a core value and support and encourage the different perspectives of our associates, our customers and our suppliers.

At Werner, we embrace inclusion for all associates as a core value and support and encourage the different perspectives of our associates, our customers and our suppliers.

Inclusion contributes to innovation, connects us to the many communities we serve, and empowers every associate to bring their whole self to Werner.

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In 2025, Werner was recognized among the Top Companies for Women to Work for in Transportation by the Women in Trucking Association.

Werner has earned this recognition in each of the seven years it has been awarded.

Werner was also recognized by Forbes as One of America’s Best Employers for Women 2024.

These recognitions underscore Werner’s ongoing commitment to fostering an inclusive and supportive workplace for women across the organization.

At Werner, our female driver workforce is double the national industry average, and over 60% of our driver associates are ethnically diverse.

Additionally, over half of our Board of Directors (the “Board”) are female or ethnically diverse.

Werner has earned this recognition in each of the eight years it has been awarded.

This recognition underscores Werner’s ongoing commitment to fostering an inclusive and supportive workplace for women across the organization.

At Werner, our female driver workforce far exceeds the industry average.

Additionally, two-thirds of our Board of Directors (the “Board”) are female.

In 2025, Werner was honored to be recognized as No.

3 on the Top 10 Military Friendly® Company, Brand, and Spouse Employer lists and No.

5 on the Top 10 Military Friendly® Employer list by VIQTORY.

In 2024, Werner was also recognized with the National Award for Outstanding Large Employer of Veterans by the American Legion, and as a 5 Star Employer in the VETS Indexes Employer Awards.

These awards recognize Werner’s commitment to recruiting, hiring, retaining, developing, and supporting veterans and the military-connected community.

3 on the Top 10 Military Friendly® Employer list and No.

2 on the Top 10 Military Friendly® Spouse Employer list by VIQTORY;

as Patriot Employer of the Year for large companies by Disabled American Veterans;

as 5 Star Employer in the VETS Indexes Employer Awards;

and was awarded the Lee Anderson Veteran and Military Spouse Employment Award.

These awards recognize Werner’s commitment to developing veteran-inclusive programs and creating pathways to rewarding careers in the transportation and logistics industry.

We are widely recognized as a transportation leader in military hiring with veterans and veteran spouses.

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and (iii) individual drivers’ desire to be home more frequently.

We believe that a declining

number of, and increased competition for, driver training school graduates, aging truck driver demographics and increased truck safety regulations have tightened driver supply.

We believe that a declining number of, and increased competition for, driver training school graduates, aging truck driver demographics and increased truck safety regulations have tightened driver supply.

At Werner, we continue to take actions to strengthen our driver recruiting and retention to make Werner a preferred choice for the best drivers.

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Talent Development:

We utilize recent driver training school graduates as a source of new drivers.

These drivers have completed a training program at a driver training school (including those owned and operated by Werner) and hold a commercial driver’s license.

They continue to gain industry experience through our career track program by partnering with a Werner-certified leader.

In addition to hiring experienced drivers, we utilize recent driver training school graduates as a source of new drivers.

These drivers have completed a training program at a driver training school (including those owned and operated by Werner) and hold a commercial driver’s license (“CDLs”).

They continue to gain industry experience through our career

track program by partnering with a Werner-certified leader.

Upon the successful completion of our career track program, drivers will have the option to become a solo or a team driver with us.

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They provide us with another source of drivers to support our fleet.

We, along with others in the trucking industry, however, continue to experience independent contractor recruitment and retention difficulties that have persisted over the past several years.

We, along with others in the trucking industry, continue to experience independent contractor recruitment and retention difficulties that have persisted over the past several years.

Challenging operating conditions, including inflationary cost increases that are the responsibility of independent contractors and the availability and cost of equipment financing, continue to make it difficult to recruit and retain independent contractors.

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We also regulate the vehicle speed of company trucks to improve safety and fuel efficiency.

The average age of our TTS segment company truck fleet was 2.1 years at December 31, 2024 and 2023.

The average age of our TTS segment company truck fleet was 2.7 years at December 31, 2025, compared to 2.1 years at December 31, 2024.

The average age of our trailer fleet was 5.6 years at December 31, 2025, compared to 5.3 years at December 31, 2024.

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Shortages of fuel, increases in fuel prices and rationing of petroleum products can have a material adverse effect on our operations and profitability.

Our customer fuel surcharge reimbursement programs generally enable us to recover from our

customers a majority, but not all, of higher fuel prices compared to normalized average fuel prices.

Our customer fuel surcharge reimbursement programs generally enable us to recover from our customers a majority, but not all, of higher fuel prices compared to normalized average fuel prices.

These fuel surcharges, which automatically adjust depending on the U.S.

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We currently maintain a late-model truck fleet to take advantage of the latest technologies to reduce fuel consumption and emissions.

Our future environmental goals include doubling intermodal usage by 2030, thereby further reducing emissions, and by 2035, reducing carbon emissions by 55% compared to a 2020 baseline.

Our future environmental goals include

doubling intermodal usage by 2030, thereby further reducing emissions, and by 2035, reducing carbon emissions by 55% compared to a 2020 baseline.

As a for-hire motor carrier, Werner is subject to federal, state, local, and international laws and regulations and is regulated by various federal, state, and local agencies including DOT, Federal Motor Carrier Safety Administration (“FMCSA”), U.S.

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Motor carriers are required by FMCSA to perform annual random drug tests for 50% of existing drivers.

This rate was increased from 25% to 50% on January 1, 2020, following the 2018 FMCSA Drug and Alcohol Testing Survey, which reported a positive test rate exceeding 1% for controlled substances industry wide.

The minimum annual percentage rate for random alcohol testing remains at 10% for 2026.

The Infrastructure Investment and Jobs Act of 2021 required FMCSA to establish a pilot program to allow persons ages 18, 19, and 20 to operate commercial motor vehicles in interstate commerce.

FMCSA’s Safe Driver Apprenticeship Pilot (“SDAP”) Program accepts applications by motor carriers who are willing to participate in the pilot program, and FMCSA plans to limit the participation to 1,000 carriers and 3,000 apprentices.

In May 2024, Werner received FMCSA approval for 100 apprentice spots in the SDAP Program.

In September 2025, the DOT enacted an Interim Final Rule (“IFR”) to strengthen federal oversight of how states issue non-domiciled commercial learner’s permits (“CLPs”) and CDLs.

The rule comes in response to a nationwide review conducted by the FMCSA revealing widespread non-compliance among state driver licensing agencies.

The IFR tightens eligibility for non-domiciled CLPs and CDLs, strengthens safeguards, and clarifies when these licenses must be canceled or revoked.

In November 2025, the U.S.

Court of Appeals for the District of Columbia Circuit issued an administrative stay of the IFR.

Werner continues monitoring any developments relating to the IFR.

In November 2024, FMCSA proposed a rule to change existing broker transparency regulations.

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The California Air Resources Board (“CARB”) regulations apply to both in-state California carriers and carriers outside of California who own or dispatch equipment in the state.

Werner is impacted by various CARB regulations including the Truck and Bus Regulation, Clean Truck Check (Heavy-Duty Inspection and Maintenance), Advanced Clean Trucks, Advanced Clean Fleets, Temperature Refrigeration Units, among other currently effective and forthcoming regulations.

Werner is impacted by various CARB regulations including the Truck and Bus Regulation, Clean Truck Check (Heavy-Duty Inspection and Maintenance), Temperature Refrigeration Units, among other currently effective and

forthcoming regulations.

Werner continues to structure our fleet plans to operate compliant equipment in California.

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businesses with over $500 million in revenue operating in California to disclose climate-related financial risks and mitigation thereof biannually publicly.

Werner is monitoring ongoing litigation to invalidate SB 253 and SB 261.

Werner is reviewing the CARB-issued guidance and is monitoring the ongoing litigation to invalidate SB 253 and SB 261.

Our operations are subject to applicable federal, state, and local environmental laws and regulations, many of which are implemented by the EPA and similar state regulatory agencies.

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The website address is www.werner.com.

On the website, we make certain investor information available free of charge, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, stock ownership reports filed under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments to such

reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

This information is included on our website as soon as reasonably practicable after we electronically file or furnish such materials to the SEC.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business