WERNER ENTERPRISES INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Werner Enterprises, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Werner Enterprises, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity and temporary equity - redeemable noncontrolling interest, and cash flows for each of the years in the three‑year period ended December 31, 2025, and the related notes and financial statement schedule II valuation and qualifying accounts (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 26 Table of Contents Evaluation of insurance and claims accruals As discussed in Note 1 to the consolidated financial statements, the Company estimates the insurance and claims accruals related to (1) cargo loss and damage, (2) bodily injury and property damage, (3) group health, and (4) workers’ compensation claims not covered by insurance. The Company’s current and non-current insurance and claims accruals were $99.8 million and $112.1 million, respectively. The accruals specifically for bodily injury and property damage are based upon individual case estimates and actuarial estimates of loss development for reported losses and incurred-but-not-reported losses using loss development factors based upon past experience. In order to determine the loss development factors, the Company makes judgments relating to the comparability of historical claims to current claims. These judgments consider the nature, frequency, severity and age of claims, and industry, regulatory, and company-specific trends impacting the development of claims. The Company has an independent actuary review their calculation of these undiscounted insurance and claims accruals. We identified the evaluation of the Company’s insurance and claims accruals related to bodily injury and property damage claims not covered by insurance as a critical audit matter. Specifically, evaluating the loss development factors used to determine these insurance and claims accruals involved a high degree of complexity and subjectivity. In addition, specialized skills were needed to evaluate the Company’s models to calculate these undiscounted insurance and claims accruals. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to these insurance and claims accruals, including controls related to the determination of loss development factors used to determine these insurance and claims accruals. We involved actuarial professionals with specialized skills and knowledge who assisted in: • assessing the models used by the Company to determine these insurance and claims accruals for consistency with generally accepted actuarial standards • assessing the determination of loss development factors used in the models for consistency with historical Company data and company-specific trends • developing an independent expectation of the Company’s insurance and claims accruals and comparing to the Company’s estimate. We tested historical claims paid and claims reported, but not paid, that are used as an input to the Company’s models to calculate these insurance and claims accruals for consistency with data used in the prior year. We tested actual claims paid and claims reported, but not paid, for the current year that are used as an input to the Company’s models to calculate these insurance and claims accruals for consistency with the Company’s actual claims paid and claims reported, but not paid. We compared the Company’s prior period insurance and claims accruals to actual claims in the current period to assess the Company’s ability to accurately estimate costs. /s/ KPMG LLP We have served as the Company’s auditor since 1999. Omaha, Nebraska February 26, 2026 27 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, (In thousands, except per share amounts) 2025 2024 2023 Operating revenues $ 2,974,396 $ 3,030,258 $ 3,283,499 Operating expenses: Salaries, wages and benefits 1,000,825 1,034,877 1,072,558 Fuel 247,801 275,413 345,001 Supplies and maintenance 248,212 246,061 256,494 Taxes and licenses 90,472 97,230 102,684 Insurance and claims 115,993 145,398 138,516 Depreciation and amortization 286,321 290,405 299,509 Rent and purchased transportation 902,825 844,870 886,284 Communications and utilities 15,863 17,195 18,480 Restructuring and impairment 44,225 — — Other 10,202 12,661 ( 12,443 ) Total operating expenses 2,962,739 2,964,110 3,107,083 Operating income 11,657 66,148 176,416 Other expense (income): Interest expense 39,053 39,212 33,535 Interest income ( 5,634 ) ( 6,898 ) ( 6,701 ) Loss (gain) on investments in equity securities 68 ( 7,930 ) 278 Loss (earnings) from equity method investment ( 656 ) ( 556 ) 1,046 Other ( 385 ) ( 162 ) 477 Total other expense, net 32,446 23,666 28,635 Income (loss) before income taxes ( 20,789 ) 42,482 147,781 Income tax expense 2,209 8,912 35,491 Net income (loss) ( 22,998 ) 33,570 112,290 Net loss attributable to noncontrolling interest 8,599 663 92 Net income (loss) attributable to Werner $ ( 14,399 ) $ 34,233 $ 112,382 Earnings (loss) per share: Basic $ ( 0.24 ) $ 0.55 $ 1.77 Diluted $ ( 0.24 ) $ 0.55 $ 1.76 Weighted-average common shares outstanding: Basic 60,607 62,450 63,374 Diluted 60,607 62,662 63,718 See Notes to Consolidated Financial Statements. 28 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, (In thousands) 2025 2024 2023 Net income (loss) $ ( 22,998 ) $ 33,570 $ 112,290 Other comprehensive income (loss): Foreign currency translation adjustments 4,194 ( 7,367 ) 6,120 Change in fair value of interest rate swaps, net of tax ( 1,832 ) ( 1,386 ) ( 4,512 ) Other comprehensive income (loss) 2,362 ( 8,753 ) 1,608 Comprehensive income (loss) ( 20,636 ) 24,817 113,898 Comprehensive loss attributable to noncontrolling interest 8,599 663 92 Comprehensive income (loss) attributable to Werner $ ( 12,037 ) $ 25,480 $ 113,990 See Notes to Consolidated Financial Statements. 29 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED BALANCE SHEETS December 31, (In thousands, except share amounts) 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 59,922 $ 40,752 Accounts receivable, trade, less allowance of $ 7,646 and $ 7,169 , respectively 394,933 391,684 Other receivables 20,398 26,137 Inventories and supplies 12,104 14,183 Prepaid expenses 57,184 53,690 Assets held for sale 32,643 — Other current assets 35,665 15,327 Total current assets 612,849 541,773 Property and equipment, at cost: Land 128,663 128,678 Buildings and improvements 363,778 338,174 Revenue equipment 2,156,811 2,235,126 Service equipment and other 252,732 239,517 Total property and equipment 2,901,984 2,941,495 Less – accumulated depreciation 1,111,480 1,007,259 Property and equipment, net 1,790,504 1,934,236 Goodwill 129,104 129,104 Intangible assets, net 44,603 76,407 Other non-current assets 311,614 370,717 Total assets $ 2,888,674 $ 3,052,237 LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 95,084 $ 112,429 Current portion of long-term debt — 20,000 Insurance and claims accruals 99,827 93,710 Accrued payroll 51,442 54,560 Accrued expenses 16,199 18,745 Other current liabilities 52,232 56,305 Total current liabilities 314,784 355,749 Long-term debt, net of current portion 752,000 630,000 Other long-term liabilities 52,550 66,173 Insurance and claims accruals, net of current portion 112,126 236,923 Deferred income taxes 266,209 269,516 Total liabilities 1,497,669 1,558,361 Commitments and contingencies Temporary equity - redeemable noncontrolling interest 28,113 37,944 Stockholders’ equity: Common stock, $ 0.01 par value, 200,000,000 shares authorized; 80,533,536 shares issued; 59,869,405 and 61,850,434 shares outstanding, respectively 805 805 Paid-in capital 144,641 137,889 Retained earnings 1,904,572 1,952,775 Accumulated other comprehensive loss ( 16,075 ) ( 18,437 ) Treasury stock, at cost; 20,664,131 and 18,683,102 shares, respectively ( 671,051 ) ( 617,100 ) Total stockholders’ equity 1,362,892 1,455,932 Total liabilities, temporary equity and stockholders’ equity $ 2,888,674 $ 3,052,237 See Notes to Consolidated Financial Statements. 30 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, (In thousands) 2025 2024 2023 Cash flows from operating activities: Net income (loss) $ ( 22,998 ) $ 33,570 $ 112,290 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 286,321 290,405 299,509 Deferred income taxes ( 2,705 ) ( 50,200 ) 8,153 Gain on disposal of property and equipment ( 15,674 ) ( 15,331 ) ( 42,440 ) Restructuring and impairment 44,225 — — Non-cash equity compensation 10,691 8,856 11,943 Insurance and claims accruals, net of current portion ( 45,607 ) ( 2,777 ) ( 5,246 ) Loss (gain) on investments in equity securities 68 ( 7,930 ) 278 Loss (earnings) from equity method investment ( 656 ) ( 556 ) 1,046 Change in fair value of contingent consideration ( 7,815 ) — — Other ( 15,830 ) ( 9,298 ) ( 7,612 ) Changes in certain working capital items: Accounts receivable, net ( 3,262 ) 53,260 73,921 Other current assets ( 16,422 ) 16,703 10,266 Accounts payable ( 16,700 ) ( 10,391 ) 3,288 Other current liabilities ( 11,806 ) 23,423 8,970 Net cash provided by operating activities 181,830 329,734 474,366 Cash flows from investing activities: Additions to property and equipment ( 250,364 ) ( 413,799 ) ( 598,785 ) Proceeds from sales of property and equipment 87,618 178,912 190,087 Net cash invested in acquisitions — — ( 188 ) Investment in equity securities, net ( 6,042 ) ( 6,042 ) ( 2,931 ) Payments to acquire equity method investment ( 4,360 ) ( 3,820 ) ( 3,385 ) Purchase of promissory note — — ( 25,000 ) Decrease in notes receivable 1,576 3,301 5,258 Net cash used in investing activities ( 171,572 ) ( 241,448 ) ( 434,944 ) Cash flows from financing activities: Repayments of short-term debt ( 58,000 ) ( 92,500 ) ( 50,000 ) Proceeds from issuance of short-term debt 55,000 110,000 45,000 Repayments of long-term debt ( 320,000 ) ( 221,250 ) ( 90,000 ) Proceeds from issuance of long-term debt 425,000 205,000 50,000 Dividends on common stock ( 34,081 ) ( 35,066 ) ( 34,208 ) Repurchases of common stock ( 55,553 ) ( 67,069 ) — Tax withholding related to net share settlements of restricted stock awards ( 2,337 ) ( 4,831 ) ( 6,359 ) Other ( 2,732 ) — ( 1,500 ) Net cash provided by (used in) financing activities 7,297 ( 105,716 ) ( 87,067 ) Effect of exchange rate fluctuations on cash 1,615 ( 3,541 ) 2,128 Net increase (decrease) in cash and cash equivalents 19,170 ( 20,971 ) ( 45,517 ) Cash and cash equivalents, beginning of period 40,752 61,723 107,240 Cash and cash equivalents, end of period $ 59,922 $ 40,752 $ 61,723 Supplemental disclosures of cash flow information: Interest paid $ 40,585 $ 40,156 $ 27,212 Income taxes paid 38,586 25,831 17,892 Supplemental schedule of non-cash investing and financing activities: Notes receivable issued upon sale of property and equipment $ 2,800 $ 2,577 $ 3,145 Change in fair value of interest rate swaps ( 1,832 ) ( 1,386 ) ( 4,512 ) Property and equipment acquired included in accounts payable 424 1,069 14,239 Dividends accrued but not yet paid at end of period 8,382 8,659 8,882 Contingent consideration associated with acquisition — — ( 800 ) See Notes to Consolidated Financial Statements . 31 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (In thousands, except share and per share amounts) Common Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Temporary Equity - Redeemable Noncontrolling Interest BALANCE, December 31, 2022 $ 805 $ 129,837 $ 1,875,873 $ ( 11,292 ) $ ( 551,588 ) $ 1,443,635 $ 38,699 Net income attributable to Werner — — 112,382 — — 112,382 — Net loss attributable to noncontrolling interest — — — — — — ( 92 ) Other comprehensive income — — — 1,608 — 1,608 — Dividends on common stock ($ 0.55 per share) — — ( 34,870 ) — — ( 34,870 ) — Equity compensation activity, 221,678 shares — ( 6,886 ) — — 527 ( 6,359 ) — Non-cash equity compensation expense — 11,943 — — — 11,943 — BALANCE, December 31, 2023 805 134,894 1,953,385 ( 9,684 ) ( 551,061 ) 1,528,339 38,607 Net income attributable to Werner — — 34,233 — — 34,233 — Net loss attributable to noncontrolling interest — — — — — — ( 663 ) Other comprehensive loss — — — ( 8,753 ) — ( 8,753 ) — Repurchases of common stock, 1,787,810 shares — — — — ( 67,069 ) ( 67,069 ) — Dividends on common stock ($ 0.56 per share) — — ( 34,843 ) — — ( 34,843 ) — Equity compensation activity, 193,563 shares — ( 5,861 ) — — 1,030 ( 4,831 ) — Non-cash equity compensation expense — 8,856 — — — 8,856 — BALANCE, December 31, 2024 805 137,889 1,952,775 ( 18,437 ) ( 617,100 ) 1,455,932 37,944 Net loss attributable to Werner — — ( 14,399 ) — — ( 14,399 ) — Net loss attributable to noncontrolling interest — — — — — — ( 8,599 ) Other comprehensive income — — — 2,362 — 2,362 — Repurchases of common stock, 2,113,007 shares — — — — ( 55,553 ) ( 55,553 ) — Dividends on common stock ($ 0.56 per share) — — ( 33,804 ) — — ( 33,804 ) — Equity compensation activity, 131,978 shares — ( 3,939 ) — — 1,602 ( 2,337 ) — Non-cash equity compensation expense — 10,691 — — — 10,691 — Distribution to noncontrolling interest — — — — — — ( 1,232 ) BALANCE, December 31, 2025 $ 805 $ 144,641 $ 1,904,572 $ ( 16,075 ) $ ( 671,051 ) $ 1,362,892 $ 28,113 See Notes to Consolidated Financial Statements. 32 Table of Contents WERNER ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation : The accompanying consolidated financial statements include the accounts of Werner Enterprises, Inc. and its subsidiaries (collectively, the “Company” or “Werner”). Redeemable noncontrolling interest on the consolidated balance sheets represents the portion of a consolidated entity in which we do not have a direct equity ownership. In these notes, the terms “we,” “us,” or “our” refer to Werner Enterprises, Inc. and its subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated. Nature of Business : The Company is a truckload transportation and logistics provider operating under the jurisdiction of the U.S. Department of Transportation, similar governmental transportation agencies in the foreign countries in which we operate and various U.S. state regulatory authorities. Our ten largest customers comprised 50 % of our revenues for the year ended December 31, 2025, and 48 % of our revenues for the years ended December 31, 2024 and 2023. Our largest customer, Dollar General, accounted for 11 % of our total revenues in 2025 and 2024, and 10 % of our total revenues in 2023. Revenues generated by Dollar General are reported in both of our reportable operating segments. Dollar General accounted for 10 % of our accounts receivable, trade balance as of December 31, 2025 and 2024. Use of Management Estimates : The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the (i) reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and (ii) reported amounts of revenues and expenses during the reporting period. The most significant estimates that affect our financial statements include the accrued liabilities for insurance and claims. Actual results could differ from those estimates. Cash and Cash Equivalents : We consider all highly liquid investments, purchased with a maturity of three months or less, to be cash equivalents. Accounts at banks with an aggregate excess of the amount of checks issued over cash balances are included in current liabilities in the consolidated balance sheets, and changes in such accounts are reported as a financing activity in the consolidated statements of cash flows. Trade Accounts Receivable: We record trade accounts receivable at the invoiced amounts, net of an allowance for doubtful accounts for potentially uncollectible receivables. We review the financial condition of customers for granting credit and determine the allowance based on analysis of individual customers’ financial condition, historical write-off experience and national economic conditions. We evaluate the adequacy of our allowance for doubtful accounts quarterly. Past due balances over 90 days and exceeding a specified amount are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance-sheet credit exposure related to our customers. Inventories and Supplies : Inventories and supplies are stated at the lower of average cost and net realizable value and consist primarily of revenue equipment parts, tires, fuel and supplies. Tires placed on new revenue equipment are capitalized as a part of the equipment cost. Replacement tires are expensed when placed in service. Assets Held for Sale : Assets held for sale consist of revenue equipment recorded at the lower of carrying amount or fair value less cost to sell. This revenue equipment is related to the restructuring of our One-Way Truckload operating segment and is expected to be sold within one year. Property, Equipment, and Depreciation : Additions and improvements to property and equipment are capitalized at cost, while maintenance and repair expenditures are charged to operations as incurred. Gains and losses on the sale or exchange of property and equipment are recorded in other operating expenses. Depreciation is calculated based on the cost of the asset, reduced by the asset’s estimated salvage value, using the straight-line method. Accelerated depreciation methods are used for income tax purposes. The lives and salvage values assigned to certain assets for financial reporting purposes are different than for income tax purposes. 33 Table of Contents For financial reporting purposes, assets are generally depreciated using the following estimated useful lives and salvage values: Lives Salvage Values Building and improvements 30 years 0 % Tractors 80 months $ 0 - $ 10,000 Trailers 12 years $ 6,000 Service and other equipment 3 - 10 years 0 % Depreciation expense was $ 276.3 million, $ 280.3 million, and $ 289.2 million for the years ended December 31, 2025, 2024, and 2023 respectively, and is reported in depreciation and amortization on the consolidated statements of income. Goodwill: Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired in business combinations and is allocated to reporting units that are expected to benefit from the combinations. Goodwill is not amortized, but rather is tested for impairment annually in the fourth quarter, or more frequently if indicators of a potential impairment exist. Impairment exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value, resulting in an impairment charge for the excess up to the amount of goodwill allocated to the reporting unit. To test goodwill for impairment, we have the option to first perform a qualitative assessment to determine if it is more likely than not that the carrying amount of a reporting unit exceeds its fair value. If a qualitative test indicates a potential for impairment, a quantitative impairment test must be performed. Alternatively, we may bypass the qualitative assessment and perform a quantitative impairment test. A qualitative assessment considers relevant events and circumstances such as macroeconomic, industry, and market conditions; legal, regulatory, and competitive environments; and overall financial performance. For a quantitative impairment test, we estimate the fair values of the goodwill reporting units and compare it to their carrying values. The estimated fair values of the reporting units are established using a combination of the income and market approaches. No impairment charges have resulted from the annual impairment tests. Amortization of Intangible Assets: Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, ranging from 10 to 12 years. Long-Lived Assets and Intangible Assets: We review our long-lived assets and finite-lived intangible assets for impairment whenever events or circumstances indicate the carrying amount of such assets may not be recoverable. If based on that review, changes in circumstances indicate that the carrying amount of such assets may not be recoverable, we evaluate recoverability by comparing the undiscounted cash flows associated with the asset to the asset's carrying amount. We also evaluate the remaining useful lives of intangible assets to determine if events or trends warrant a revision to the remaining period of amortization. An impairment loss would be recognized if the carrying amount of the long-lived asset or intangible asset is not recoverable and the carrying amount exceeds its fair value. For long-lived assets classified as held and used, the carrying amount is not recoverable when the carrying value of the long-lived asset exceeds the sum of the future net cash flows. We do not separately identify assets by operating segment because tractors and trailers are routinely transferred from one operating fleet to another. As a result, none of our long-lived assets have identifiable cash flows from use that are largely independent of the cash flows of other assets and liabilities. Thus, the asset group used to assess impairment would include all of our assets. As part of the restructuring activities related to our One-Way Truckload operating segment discussed in Note 13 – Restructuring and Impairment Costs, we recorded impairment charges of $ 21.7 million relating to trademark and customer relationships intangible assets and $ 14.4 million relating to tractors and trailers during the year ended December 31, 2025. No impairment charges were recorded during the years ended 2024 and 2023. Insurance and Claims Accruals : Insurance and claims accruals (both current and non-current) reflect the estimated cost (including estimated loss development, incurred-but-not-reported losses and loss adjustment expenses) for (i) cargo loss and damage, (ii) bodily injury and property damage, (iii) group health and (iv) workers’ compensation claims not covered by insurance. The costs for cargo, bodily injury and property damage insurance and claims are included in insurance and claims expense in the consolidated statements of income; the costs of group health and workers’ compensation claims are included in salaries, wages and benefits expense. The insurance and claims accruals are recorded at the estimated ultimate payment amounts. The accruals for bodily injury, property damage and workers’ compensation are based upon individual case estimates and actuarial estimates of loss development for reported losses and incurred-but-not-reported losses using loss development factors based upon past experience. In order to determine the loss development factors, we make judgments relating to the comparability of historical claims to current claims. These judgments consider the nature, frequency, severity, and age of claims, and industry, regulatory, and company-specific trends impacting the development of claims. An independent actuary reviews our calculation of the undiscounted self-insurance reserves for bodily injury and property damage claims and workers’ compensation claims at year-end. 34 Table of Contents We renewed our liability insurance policies on August 1, 2025, and are responsible for the first $ 15.0 million per claim on all claims with an annual $ 7.5 million aggregate for claims between $ 15.0 million and $ 20.0 million. For the policy year that began August 1, 2024, we were responsible for the first $ 15.0 million per claim on all claims with an annual $ 7.5 million aggregate for claims between $ 15.0 million and $ 20.0 million. For the policy year that began August 1, 2023, we were responsible for the first $ 10.0 million per claim on all claims with an annual $ 12.5 million aggregate for claims between $ 10.0 million and $ 20.0 million. For the policy year that began August 1, 2022, we were responsible for the first $ 10.0 million per claim on all claims with an annual $ 10.0 million aggregate for claims between $ 10.0 million and $ 20.0 million. We maintain liability insurance coverage with insurance carriers in excess of the $ 15.0 million per claim. We are also responsible for administrative expenses for each occurrence involving bodily injury or property damage. Our self-insured retention (“SIR”) for workers’ compensation claims is $ 2.0 million per claim, with premium-based coverage (issued by insurance companies) for claims exceeding this amount. We also maintain a $ 25.1 million bond for the State of Nebraska and a $ 15.1 million bond for our workers’ compensation insurance carrier. Under these insurance arrangements, we maintained $ 4.3 million in letters of credit and $ 59.3 million in additional bonds as of December 31, 2025. Revenue Recognition: The consolidated statements of income reflect recognition of operating revenues (including fuel surcharge revenues) and related direct costs over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. For shipments where a third-party capacity provider (including independent contractors under contract with us) is utilized to provide some or all of the service, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). Foreign Currency Translation: Local currencies are generally considered the functional currencies outside the United States. Assets and liabilities are translated at year-end exchange rates for operations in local currency environments. Foreign revenues and expense items denominated in the functional currency are translated at the average rates of exchange prevailing during the year. Foreign currency translation adjustments reflect the changes in foreign currency exchange rates applicable to the net assets of the foreign operations. Foreign currency translation adjustments are recorded in accumulated other comprehensive loss within stockholders’ equity in the consolidated balance sheets and as a separate component of comprehensive income (loss) in the consolidated statements of comprehensive income. Income Taxes: Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In accounting for uncertain tax positions, we recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We recognize interest and penalties directly related to income tax matters in income tax expense. Common Stock and Earnings Per Share: Basic earnings (loss) per share is computed by dividing net income (loss) attributable to Werner by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to Werner by the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding restricted stock awards. Performance awards are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. Since the Company had a net loss for the year ended December 31, 2025, diluted loss per share is the same as basic loss per share as the inclusion of potential common shares outstanding would have been antidilutive. The potential shares of common stock that were excluded from the computation of diluted loss per share for the year ended December 31, 2025, were 167,044 shares. There are no differences in the numerators of our computations of basic and diluted earnings (loss) per share for any periods 35 Table of Contents presented. The computation of basic and diluted earnings (loss) per share is shown below (in thousands, except per share amounts). Years Ended December 31, 2025 2024 2023 Net income (loss) attributable to Werner $ ( 14,399 ) $ 34,233 $ 112,382 Weighted average common shares outstanding 60,607 62,450 63,374 Dilutive effect of stock-based awards — 212 344 Shares used in computing diluted earnings (loss) per share 60,607 62,662 63,718 Basic earnings (loss) per share $ ( 0.24 ) $ 0.55 $ 1.77 Diluted earnings (loss) per share $ ( 0.24 ) $ 0.55 $ 1.76 Equity Compensation : We have an equity compensation plan that provides for grants of stock options, restricted stock and units (“restricted awards”), unrestricted stock awards, performance awards and stock appreciation rights to our employees, directors, and consultants. We apply the fair value method of accounting for equity compensation awards. Issuances of stock upon an exercise of stock options or vesting of restricted stock are made from treasury stock; shares reacquired to satisfy tax withholding obligations upon vesting of restricted stock are recorded as treasury stock. Grants of stock options, restricted stock, and performance awards vest in increments, and we recognize compensation expense over the requisite service period of each award. We accrue compensation expense for performance awards for the estimated number of shares expected to be issued using the most current information available at the date of the financial statements. If the performance objectives are not met, no compensation expense will be recognized, and any previously recognized compensation expense will be reversed. We account for forfeitures in the period in which they occur. Comprehensive Income (Loss) : Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are not included in net income (loss), but rather are recorded directly in stockholders’ equity. For the years ended December 31, 2025, 2024, and 2023, comprehensive income (loss) consists of net income (loss), foreign currency translation adjustments and change in fair value of interest rate swaps. The components of accumulated other comprehensive loss reported in the consolidated balance sheets as of December 31, 2025 and 2024, consisted of foreign currency translation adjustment losses of $ 13.2 million and $ 17.4 million, respectively, and losses of $ 2.9 million and losses of $ 1.0 million related to changes in fair value of interest rate swaps, net of tax, respectively. New Accounting Pronouncements Adopted: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures , with the objective of enhancing the transparency and decision usefulness of income tax information through income tax disclosure improvements, primarily related to the rate reconciliation and income taxes paid information. On December 31, 2025, we adopted ASU 2023-09 using a prospective approach. Adoption of the standard enhanced our income tax disclosures, see Note 10 – Income Taxes, but did not impact our results of operations, cash flows, and financial condition. Recently Issued Accounting Pronouncements, Not Yet Effective: In November 2024, the FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , requiring public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of this update are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, using either a prospective or retrospective approach. We are evaluating the impact of adopting ASU 2024-03, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition. In July 2025, the FASB issued ASU 2025-05 Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient permitting entities to assume that conditions at the balance sheet date remain unchanged for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets under Topic 606 – Revenue from Contracts with Customers . ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual reporting periods, using a prospective approach. We plan to elect the practical expedient upon the adoption of ASU 2025-05 on January 1, 2026, and we do not expect it to have a material impact to our results of operations, cash flows, and financial condition. In September 2025, the FASB issued ASU 2025-06 Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) , which simplifies the capitalization guidance by removing all references to software development project stages so that 36 Table of Contents the guidance is neutral to different software development methods. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. We plan to adopt this ASU for our fiscal year beginning January 1, 2028 using a prospective approach. Although we are evaluating the impact of adopting ASU 2025-06 on our results of operations, cash flows, and financial position, we do not expect a material effect upon adoption. In November 2025, the FASB issued ASU 2025-09 Derivatives and Hedging (Topic 815) , which clarifies certain aspects of the guidance on hedge accounting and addresses several incremental hedge accounting issues airing from the global reference rate reform initiative. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this update require an entity to apply the new guidance using a prospective approach. We plan to adopt this ASU for our fiscal year beginning January 1, 2027 using a prospective approach. Although we are evaluating the impact of adopting ASU 2025-09 on our results of operations, cash flows, and financial position, we do not expect a material effect upon adoption. (2) REVENUE Revenue Recognition Revenues are recognized over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The following table presents our revenues disaggregated by revenue source (in thousands): Years Ended December 31, 2025 2024 2023 Truckload Transportation Services $ 2,051,944 $ 2,138,293 $ 2,310,810 Werner Logistics 856,863 831,337 910,433 Inter-segment eliminations ( 9,297 ) ( 14,429 ) ( 17,690 ) Transportation services 2,899,510 2,955,201 3,203,553 Other revenues 74,886 75,057 79,946 Total revenues $ 2,974,396 $ 3,030,258 $ 3,283,499 The following table presents our revenues disaggregated by geographic areas in which we conduct business (in thousands): Years Ended December 31, 2025 2024 2023 United States $ 2,839,773 $ 2,854,184 $ 3,089,205 Mexico 120,380 147,761 159,170 Canada 14,243 28,313 35,124 Total revenues $ 2,974,396 $ 3,030,258 $ 3,283,499 Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin. Transportation Services We generate nearly all of our revenues by transporting truckload freight shipments for our customers. Transportation services are carried out by our Truckload Transportation Services (“TTS”) segment and our Werner Logistics segment. The TTS segment utilizes company-owned and independent contractor trucks to deliver shipments, while our Werner Logistics segment uses third-party capacity providers. We generate revenues from billings for transportation services under contracts with customers, generally on a rate per mile or per shipment, based on origin and destination of the shipment. Our performance obligation arises when we receive a shipment order to transport a customer’s freight and is satisfied upon delivery of the shipment. The transaction price may be defined in a transportation services agreement or negotiated with the customer prior to accepting the shipment order. A customer may submit several shipment orders for transportation services at various times throughout a service agreement term, but each shipment represents a distinct service that is a separately identified performance obligation. We often provide additional or ancillary services as part of the shipment (such as loading/unloading and stops in transit) which are not distinct or are not material in the context of the contract; therefore, the revenues for these services are recognized with the freight transaction 37 Table of Contents price. The average transit time to complete a shipment is approximately 3 days. Invoices for transportation services are typically generated soon after shipment delivery and, while payment terms and conditions vary by customer, are generally due within 30 days after the invoice date. The consolidated statements of income reflect recognition of transportation revenues (including fuel surcharge revenues) and related direct costs over time as the shipment is being delivered. We use distance shipped (for the TTS segment) and transit time (for the Werner Logistics segment) to measure progress and the amount of revenues recognized over time, as the customer simultaneously receives and consumes the benefit. Determining a measure of progress requires us to make judgments that affect the timing of revenues recognized. We have determined that the methods described provide a faithful depiction of the transfer of services to the customer. For shipments where a third-party capacity provider (including independent contractors under contract with us) is utilized to provide some or all of the service, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). Generally, we report such revenues on a gross basis, that is, we recognize both revenues for the service we bill to the customer and rent and purchased transportation expense for transportation costs we pay to the third-party provider. Where we are the principal, we control the transportation service before it is provided to our customers, which is supported by us being primarily responsible for fulfilling the shipment obligation to the customer and having a level of discretion in establishing pricing with the customer. Other Revenues Other revenues include revenues from our driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, and other business activities. These revenues are generally recognized over time and accounted for 2 % of our total revenues in 2025, 2024 and 2023. Revenues from our driver training schools require us to make judgments regarding price concessions in determining the amount of revenues to recognize. Contract Balances and Accounts Receivable A receivable is an unconditional right to consideration and is recognized when shipments have been completed and the related performance obligation has been fully satisfied. At December 31, 2025 and 2024, the accounts receivable, trade, net, balance was $ 394.9 million and $ 391.7 million, respectively. Contract assets represent a conditional right to consideration in exchange for goods or services and are transferred to receivables when the rights become unconditional. At December 31, 2025 and 2024, the balance of contract assets was $ 5.3 million and $ 6.3 million, respectively. We have recognized contract assets within the other current assets financial statement caption on the consolidated balance sheets. These contract assets are considered current assets as they will be settled in less than 12 months. Contract liabilities represent advance consideration received from customers and are recognized as revenues over time as the related performance obligation is satisfied. At December 31, 2025 and 2024, the balance of contract liabilities was $ 1.1 million and $ 1.4 million, respectively. The amount of revenues recognized in 2025 that was included in the December 31, 2024 contract liability balance was $ 1.4 million. We have recognized contract liabilities within the accounts payable and other current liabilities financial statement captions on the consolidated balance sheets. These contract liabilities are considered current liabilities as they will be settled in less than 12 months. Performance Obligations We have elected to apply the practical expedient in Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts With Customers , to not disclose the value of remaining performance obligations for contracts with an original expected length of one year or less. Remaining performance obligations represent the transaction price allocated to future reporting periods for freight shipments started but not completed at the reporting date that we expect to recognize as revenue in the period subsequent to the reporting date; transit times generally average approximately 3 days. During 2025, 2024, and 2023, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material. (3) ASSETS HELD FOR SALE Assets held for sale consist of tractor and trailers removed from service and held for sale. These assets held for sale are recorded at the lower of carrying amount or fair value less cost to sell, and are expected to be sold within the next 12 months. The entire $ 32.6 million recorded in assets held for sale at December 31, 2025 is comprised of revenue equipment. Net gains or losses on disposals, including disposals of property and equipment classified as assets held for sale, are recorded in restructuring and impairment on the consolidated statements of income. During 2025, we incurred impairment losses of $ 14.4 million related to certain tractors and trailers as a result of a restructuring of our One-Way Truckload operating segment. During 2024 and 2023, the Company did not recognize impairment losses related to assets held for sale. 38 Table of Contents (4) GOODWILL AND INTANGIBLE ASSETS The following table presents goodwill by segment (in thousands): TTS Werner Logistics Total Balance as of December 31, 2025 and 2024 $ 46,056 $ 83,048 $ 129,104 The following table presents acquired intangible assets (in thousands): December 31, 2025 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships (1) $ 60,000 $ ( 20,939 ) $ 39,061 $ 80,200 $ ( 22,009 ) $ 58,191 Trade names (1) 7,600 ( 2,058 ) 5,542 24,600 ( 6,384 ) 18,216 Total intangible assets $ 67,600 $ ( 22,997 ) $ 44,603 $ 104,800 $ ( 28,393 ) $ 76,407 (1) During 2025, as a result of a restructuring of our One-Way Truckload operating segment, we recorded net impairment charges of $ 11.1 million and $ 10.6 million related to certain customer relationships and trade names, respectively. These charges were recorded in restructuring and impairment on the consolidated statements of income. See Note 13 – Restructuring and Impairment Costs for further information regarding these impairment charges. Amortization expense on intangible assets was $ 10.1 million, $ 10.1 million, and $ 10.3 million for the years ended December 31, 2025, 2024, and 2023, respectively, and is reported in depreciation and amortization on the consolidated statements of income. As of December 31, 2025, we estimate future amortization expense for intangible assets by year is as follows (in thousands): 2026 $ 6,633 2027 6,633 2028 6,633 2029 6,633 2030 6,633 Thereafter (to 2034) 11,438 Total $ 44,603 (5) LEASES We have entered into operating leases primarily for real estate. The leases have terms which range from 2 years to 18 years, and some include options to renew. Renewal terms are included in the lease term when it is reasonably certain that we will exercise the option to renew. Operating leases are included in other non-current assets, other current liabilities and other long-term liabilities on the consolidated balance sheets. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate because the rate implicit in each lease is not readily determinable. We have certain contracts for real estate that may contain lease and non-lease components which we have elected to treat as a single lease component. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense is reported in rent and purchased transportation on the consolidated statements of income. 39 Table of Contents The following table presents balance sheet and other operating lease information (dollars in thousands): December 31, 2025 2024 Right-of-use assets (recorded in other non-current assets) $ 39,703 $ 49,599 Current lease liabilities (recorded in other current liabilities) $ 15,451 $ 15,352 Long-term lease liabilities (recorded in other long-term liabilities) 26,470 36,406 Total operating lease liabilities $ 41,921 $ 51,758 Weighted-average remaining lease term for operating leases 4.47 years 4.75 years Weighted-average discount rate for operating leases 5.0 % 5.0 % The following table presents the maturities of operating lease liabilities as of December 31, 2025 (in thousands): 2026 $ 17,069 2027 9,689 2028 7,846 2029 4,800 2030 1,994 Thereafter 4,684 Total undiscounted operating lease payments $ 46,082 Less: Imputed interest ( 4,161 ) Present value of operating lease liabilities $ 41,921 Cash Flows During the years ended December 31, 2025, 2024, and 2023, right-of-use assets of $ 6.1 million, $ 26.1 million, and $ 4.7 million, respectively, were recognized as non-cash asset additions that resulted from new operating lease liabilities. Cash paid for amounts included in the present value of operating lease liabilities was $ 17.8 million, $ 12.1 million, and $ 11.1 million during the years ended December 31, 2025, 2024, and 2023, respectively, and are included in operating cash flows. Operating Lease Expense Operating lease expense was $ 27.6 million, $ 19.3 million, and $ 22.5 million during the years ended December 31, 2025, 2024, and 2023, respectively. This expense included $ 17.9 million, $ 12.5 million, and $ 11.5 million for long-term operating leases for the years ended December 31, 2025, 2024, and 2023, respectively, with the remainder for variable and short-term lease expense . Lessor Operating Leases We are the lessor of tractors and trailers (revenue equipment) under operating leases with initial terms of 1 year to 10 years. At times, we also lease or sublease real estate to third parties. We recognize revenue for such leases on a straight-line basis over the term of the lease. Revenues for the years ended December 31, 2025, 2024, and 2023 were $ 11.9 million, $ 9.6 million, and $ 10.9 million, respectively. The following table presents information about the maturities of these operating leases as of December 31, 2025 (in thousands): 2026 $ 8,302 2027 403 2028 — 2029 — 2030 — Thereafter — Total $ 8,705 The owned assets underlying our leases as lessor primarily consist of revenue equipment. As of December 31, 2025 and 2024, the gross carrying value of such revenue equipment underlying these leases was $ 72.5 million and $ 61.8 million, respectively, 40 Table of Contents and accumulated depreciation was $ 32.0 million and $ 26.7 million, respectively. Depreciation expense for these assets was $ 8.6 million, $ 7.4 million, and $ 8.2 million during the years ended December 31, 2025, 2024, and 2023, respectively. (6) FAIR VALUE Fair Value Measurement — Definition and Hierarchy ASC 820-10, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the Company. Unobservable inputs reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Such inputs include quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active and inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs for the asset or liability, where there is little, if any, observable market activity or data for the asset or liability. In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology applies to our Level 1 assets and liabilities. If quoted prices in active markets for identical assets and liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. This pricing methodology would apply to Level 2 assets and liabilities. The following table presents the fair value hierarchy for our assets and liabilities measured at fair value on a recurring basis (in thousands): Fair Value Level in Fair December 31, Value Hierarchy 2025 2024 Assets: Other non-current assets: Pay-fixed interest rate swaps (1) 2 $ — $ 1,162 Equity securities (2) 2 73 141 Total other non-current assets $ 73 $ 1,303 Liabilities: Other current liabilities: Pay-fixed interest rate swaps (1) 2 $ 465 $ 134 Other long-term liabilities: Pay-fixed interest rate swaps (1) 2 3,361 2,420 Contingent consideration associated with acquisition 3 — 9,315 Total other long-term liabilities 3,361 11,735 Total liabilities at fair value $ 3,826 $ 11,869 (1) Pay-fixed interest rate swaps are measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. See Note 8 – Debt and Credit Facilities for further information on our interest rate swaps. (2) Represents our investment in an autonomous technology company. For additional information regarding the valuation of this equity security, see Note 7 – Investments. 41 Table of Contents The following table presents changes in the fair value of our contingent earnout liability for the years ended December 31, 2025 and 2024 (in thousands): Balance as of December 31, 2023 $ 8,896 Change in fair value 419 Balance as of December 31, 2024 9,315 Payment for contingent consideration (1) ( 1,500 ) Change in fair value (2) ( 7,815 ) Balance as of December 31, 2025 $ — (1) The final outcome of the contingent consideration arrangement related to the Baylor Trucking, Inc. acquisition was negotiated and paid in April 2025, as certain financial performance goals were achieved. (2) Represents a net favorable change to the contingent earnout liability, resulting from the finalization of the Baylor Trucking, Inc. contingent consideration arrangement in April 2025. The estimated fair value of our contingent consideration arrangement was based upon probability-adjusted inputs for the acquired entity. Additionally, as the liability was stated at present value, the passage of time alone increased the estimated fair value of the liability each reporting period. Change in fair value is recorded in other operating expenses on the consolidated statements of income. We have ownership interests in investments, primarily Mastery Logistics Systems, Inc. (“MLSI”), which do not have readily determinable fair values and are accounted for using the measurement alternative in ASC 321, Investments - Equity Securities . Our ownership interest in Autotech Fund III, L.P. (the “Autotech Fund”) is accounted for under ASC 323, Investments - Equity Method and Joint Ventures . For additional information regarding the valuation of these investments, see Note 7 – Investments. Fair Value of Financial Instruments Not Recorded at Fair Value Cash and cash equivalents, accounts receivable trade, and accounts payable are short-term in nature and accordingly are carried at amounts that approximate fair value. The carrying amount of our variable-rate long-term debt approximates fair value due to the duration of our credit arrangements and the variable interest rates. (7) INVESTMENTS Equity Investments without Readily Determinable Fair Values Our strategic equity investments without readily determinable fair values primarily consist of our investment in MLSI, a transportation management systems company. MLSI has developed a cloud-based transportation management system using its SaaS technology, and we have obtained a license. Our investments are being accounted for under ASC 321 using the measurement alternative, and are recorded in other noncurrent assets on the consolidated balance sheets. We record changes in the values of our investments based on events that occur that would indicate the values have changed, in loss (gain) on investments in equity securities on the consolidated statements of income. As of December 31, 2025 and 2024, the value of our investment in MLSI was $ 109.9 million and $ 103.9 million, respectively, and the value of our other equity investments without readily determinable fair values was $ 400 thousand and $ 358 thousand, respectively. The following table summarizes the activity related to our equity investments without readily determinable fair values during the periods presented (in thousands): Years Ended December 31, 2025 2024 2023 Investment in equity securities $ 6,042 $ 6,042 $ 3,066 Upward adjustments (1) $ — $ 8,099 $ — (1) During 2024, investments by third parties resulted in the remeasurement of our investment in MLSI. Our updated investment value was based upon the prices paid by third parties. As of December 31, 2025, cumulative upward adjustments on our equity securities without readily determinable fair values totaled $ 64.9 million. Equity Investments with Readily Determinable Fair Values We own a strategic minority equity investment in an autonomous technology company, which is being accounted for under ASC 321 and is recorded in other noncurrent assets on the consolidated balance sheets. As of December 31, 2025 and 2024, the 42 Table of Contents value of this investment was $ 0.1 million. For additional information regarding the fair value of this equity investment, see Note 6 – Fair Value. The following table summarizes the activity related to our equity investments with readily determinable fair values during the periods presented (in thousands): Years Ended December 31, 2025 2024 2023 Loss on investments in equity securities $ 68 $ 169 $ 278 Equity Method Investment In January 2023, we committed to make a $ 20.0 million investment in the Autotech Fund pursuant to a limited partnership agreement. The Autotech Fund is managed by Autotech Ventures, a venture capital firm focused on ground transportation technology. Our interest, which represents an ownership percentage of less than 20 %, is being accounted for under ASC 323. As a limited partner, we make periodic capital contributions toward this total commitment amount. As of December 31, 2025 and 2024, the value of our investment in the Autotech Fund was $ 11.7 million and $ 6.7 million, respectively, and is recorded in other noncurrent assets on the consolidated balance sheets. The carrying amount of the Autotech Fund as of December 31, 2025 was updated using operating results through September 30, 2025, as this is the most recent information available to us at this time. The following table summarizes the activity related to our equity method investment during the periods presented (in thousands): Years Ended December 31, 2025 2024 2023 Capital contributions $ 4,360 $ 3,820 $ 3,385 Loss (earnings) from equity method investment $ ( 656 ) $ ( 556 ) $ 1,046 As of December 31, 2025, our cumulative capital contributions in the Autotech Fund were $ 11.6 million. (8) DEBT AND CREDIT FACILITIES On December 20, 2022, we entered into a $ 1.075 billion unsecured credit facility with a group of lenders (the “2022 Credit Agreement”), replacing our previous credit facilities. The 2022 Credit Agreement is scheduled to mature on December 20, 2027, and has a $ 100.0 million maximum limit for the aggregate amount of letters of credit issued. Revolving credit loans drawn under the 2022 Credit Agreement bear interest, at our option, at (i) the Base Rate (the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 %, or (c) the one-month Term Secured Overnight Financing Rate (“SOFR”) plus 1.10 %), plus a margin ranging between 0.125 % and 0.750 %, or (ii) Term SOFR plus 0.10 % and a margin ranging between 1.125 % and 1.750 %. Swingline loans drawn under the 2022 Credit Agreement bear interest at the Base Rate, as defined above, plus a margin ranging between 0.125 % and 0.750 %. The 2022 Credit Agreement also requires us to pay quarterly (i) a letter of credit commission on the daily amount available to be drawn under such standby letters of credit at rates ranging between 1.125 % and 1.750 % per annum and (ii) a nonrefundable commitment fee on the average daily unused amount of the commitment at rates ranging between 0.125 % and 0.250 % per annum. The margin, letter of credit commission, and commitment fee rates are based on our ratio of net funded debt to earnings before interest, income taxes, depreciation and amortization (“EBITDA”). There are no scheduled principal payments due on the 2022 Credit Agreement until the maturity date, and interest is payable in arrears at periodic intervals not to exceed three months. Availability of such funds under the 2022 Credit Agreement is conditional upon various customary terms and covenants. Such covenants include, among other things, two financial covenants requiring us (i) not to exceed a maximum ratio of net funded debt to EBITDA and (ii) to exceed a minimum ratio of EBITDA to interest expense. As of December 31, 2025, we were in compliance with these covenants. We have entered into variable-for-fixed interest rate swap agreements in order to limit our exposure to increases in interest rates on a portion of our variable-rate indebtedness. Under the terms of our interest rate swap agreements, we receive monthly variable-rate interest payments based on one-month Term SOFR and make monthly fixed-rate interest payments as specified in the interest rate swap agreements. We have designated our interest rate swap agreements as cash flow hedges. Changes in fair value of outstanding derivatives in cash flow hedges are recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income until earnings are impacted by the hedged transactions. In July 2025, two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $ 40.0 million matured and we entered into two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $ 60.0 million, maturing in July 2028. 43 Table of Contents On March 27, 2025, the Company and Werner Receivables Company, LLC (“WRC”), a newly-formed wholly-owned subsidiary of the Company, entered into a Loan Security Agreement (“LSA”) with various lenders. The LSA is scheduled to terminate on March 27, 2028, unless extended by the parties and is subject to earlier termination as provided in the LSA. The LSA is a secured borrowing that is collateralized by eligible receivables, for which the Company is the servicing agent. WRC is a bankruptcy remote, special purpose entity and the borrower under the LSA. The Company has contributed and from time to time sells a designated pool of eligible accounts receivables to WRC which, in turn, may borrow funds under the LSA on a revolving basis. The collateral is available to satisfy the claims related to the lenders’ interests in the receivables and unavailable to satisfy claims of the Company and its subsidiaries. The LSA does not qualify for sale treatment. Accordingly, the Company’s eligible receivables remain on our consolidated balance sheets in accounts receivable, trade, less allowance. Subject to eligible receivables, the maximum amount of funding available to WRC is $ 300.0 million, which may increase to $ 350.0 million upon WRC’s request and acceptance by the lenders. On October 7, 2025, we entered into an amendment to the LSA, increasing the maximum funding available from $ 300.0 million to $ 325.0 million. Borrowings under the LSA bear interest at (i) a commercial paper rate or (ii) one-month Term SOFR, plus 0.10 %. The LSA also requires us to pay nonrefundable drawn and undrawn fees on the average daily used and unused amounts of the commitment, respectively. The LSA is subject various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type, including a minimum borrower’s net worth covenant. As of December 31, 2025, we were in compliance with these covenants. The following table presents total debt (in thousands): December 31, 2025 2024 Current portion of long-term debt 2022 Credit Agreement $ — $ 20,000 Long-term debt, net of current portion 2022 Credit Agreement (1) 427,000 630,000 LSA (weighted average interest rate of 4.77 % at December 31, 2025) 325,000 N/A Total long-term debt, net of current portion 752,000 630,000 Total debt $ 752,000 $ 650,000 (1) As of December 31, 2025, our outstanding revolving credit loan balance under the 2022 Credit Agreement, consisted of: • $ 52.0 million at a weighted average variable interest rate of 5.56 %; • $ 90.0 million which is effectively fixed at 6.24 % with interest rate swap agreements through July 2026; • $ 75.0 million which is effectively fixed at 6.36 % with an interest rate swap agreement through April 2027; • $ 75.0 million which is effectively fixed at 6.21 % with an interest rate swap agreement through May 2027; • $ 75.0 million which is effectively fixed at 5.26 % with an interest rate swap agreement through August 2028; and • $ 60.0 million which is effectively fixed at 5.27 % with interest rate swap agreements through July 2028. Our total available borrowing capacity was $ 642.1 million as of December 31, 2025, consisting of $ 642.1 million under the 2022 Credit Agreement after considering $ 5.9 million in stand-by letters of credit under which we are obligated. As of December 31, 2025, no borrowing capacity was available under the LSA. Availability under the LSA is calculated as follows (in thousands): December 31, 2025 2024 Borrowing base, based on eligible receivables $ 325,000 N/A Less: outstanding borrowings ( 325,000 ) N/A Availability under LSA $ — N/A 44 Table of Contents For additional information regarding the fair value of our debt and interest rate swaps, see Note 6 – Fair Value. For information regarding debt activity subsequent to December 31, 2025, see Note 15 – Subsequent Events. At December 31, 2025, the aggregate maturities of future debt principal payments are as follows (in thousands): 2026 $ — 2027 427,000 2028 325,000 Total $ 752,000 (9) NOTES RECEIVABLE We provide financing to some individuals who want to become independent contractors by purchasing a tractor from us and leasing their services to us. We maintain a primary security interest in the tractor until the independent contractor pays the note balance in full. On January 24, 2023, we purchased a $ 25.0 million subordinated promissory note from MLSI with a maturity date of January 24, 2030. The proceeds of the promissory note may be used by MLSI for working capital and general business purposes, including a limited amount for possible repayment of certain advances. There are no scheduled principal payments due on the promissory note until the maturity date, and interest accrues at 7.5 % compounded annually, with the first accrued interest payment due on January 24, 2028, and at the end of each calendar year thereafter. The independent contractor notes receivable and other notes receivable are included in other current assets and other non-current assets in the consolidated balance sheets. The MLSI subordinated promissory note is included in other non-current assets in the consolidated balance sheets. The following table presents our notes receivable (in thousands): December 31, 2025 2024 Independent contractor notes receivable $ 6,869 $ 5,812 MLSI subordinated promissory note 25,000 25,000 Other notes receivable 7,725 7,559 Notes receivable 39,594 38,371 Less current portion 3,614 2,548 Notes receivable – non-current $ 35,980 $ 35,823 We also provide financing to some individuals who attended our driver training schools. The student notes receivable is included in other receivables and other non-current assets in the consolidated balance sheets. The following table presents our student notes receivable (in thousands): December 31, 2025 2024 Student notes receivable $ 71,475 $ 68,546 Allowance for doubtful student notes receivable ( 19,371 ) ( 21,662 ) Total student notes receivable, net of allowance 52,104 46,884 Less current portion, net of allowance 8,440 13,206 Student notes receivable – non-current $ 43,664 $ 33,678 45 Table of Contents (10) INCOME TAXES Income tax expense consisted of the following (in thousands): Years Ended December 31, 2025 2024 2023 Current: Federal $ 1,993 $ 53,521 $ 17,624 State 1,120 3,496 7,661 Foreign 1,801 2,095 2,053 4,914 59,112 27,338 Deferred: Federal ( 3,382 ) ( 50,489 ) 4,807 State ( 2,260 ) ( 3,106 ) ( 1,866 ) Foreign 2,937 3,395 5,212 ( 2,705 ) ( 50,200 ) 8,153 Total income tax expense $ 2,209 $ 8,912 $ 35,491 The following table presents the updated requirements of ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , for the year ended December 31, 2025, which requires additional information about cash paid for income taxes disaggregated by jurisdiction (in thousands): Year Ended December 31, 2025 Federal $ 35,004 State 3,547 Foreign 35 Total cash paid for income taxes $ 38,586 Cash paid for income taxes in prior periods is presented as a supplemental disclosure in the consolidated statements of cash flows. 46 Table of Contents The following table presents the updated requirements of ASU 2023-09 for the year ended December 31, 2025, reconciling the federal statutory income tax rate with our effective income tax rate (in thousands): Year Ended December 31, 2025 Tax at statutory rate $ ( 4,366 ) 21.00 % State income taxes, net of federal (national) income tax effect (1) ( 1,006 ) 4.84 % Foreign tax effects Mexico Statutory tax rate difference between Mexico and United States 756 ( 3.63 ) % Other 988 ( 4.75 ) % Other countries 37 ( 0.18 ) % Effect of cross-border tax laws 45 ( 0.21 ) % Tax credits Foreign tax credit ( 1,779 ) 8.56 % Work opportunity tax credit ( 1,600 ) 7.69 % Research and development tax credit ( 360 ) 1.73 % Other credits ( 54 ) 0.26 % Nontaxable or nondeductible items Equity earnings 1,790 ( 8.61 ) % Stock compensation 476 ( 2.29 ) % Nondeductible compensation 804 ( 3.87 ) % Meals and entertainment 931 ( 4.48 ) % Other non taxable or nondeductible items 206 ( 0.99 ) % Changes in unrecognized benefits 432 ( 2.08 ) % Other adjustments Change in deferred tax assets/liabilities 4,909 ( 23.62 ) % Effective tax rate $ 2,209 ( 10.63 ) % (1) During the year ended December 31, 2025, state taxes in Texas, Louisiana, Oklahoma, Alabama, and Missouri made up the majority (greater than 50%) of the tax effect in this category. As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the following table reconciles the federal statutory income tax with our effective income tax (in thousands): Years Ended December 31, 2024 2023 Tax at statutory rate $ 8,921 $ 31,034 State income taxes, net of federal tax benefits 308 4,578 Other, net ( 317 ) ( 121 ) Total income tax expense $ 8,912 $ 35,491 47 Table of Contents The following table presents our deferred income tax assets and liabilities (in thousands): December 31, 2025 2024 Deferred income tax assets: Insurance and claims accruals $ 51,503 $ 57,666 Compensation-related accruals 10,702 10,146 Allowance for uncollectible accounts 2,158 1,918 Foreign tax credit carryforward 5,015 2,770 Operating lease liabilities 10,555 12,484 State net operating losses 4,910 446 Valuation allowance (State net operating losses) ( 1,440 ) — Other 1,707 373 Gross deferred income tax assets 85,110 85,803 Deferred income tax liabilities: Property and equipment 304,766 305,089 Investments in equity securities 14,833 14,109 Prepaid expenses 7,449 6,391 Operating lease right-of-use assets 10,066 12,028 Investment in partnership 8,092 14,805 Other 6,113 2,897 Gross deferred income tax liabilities 351,319 355,319 Net deferred income tax liability $ 266,209 $ 269,516 Deferred income tax assets are more likely than not to be realized as a result of the reversal of deferred income tax liabilities. As of December 31, 2025, we had $ 5.0 million of foreign tax credit carryforwards subject to expiration of $ 0.7 million in 2033, $ 2.0 million in 2034, and $ 2.3 million in 2035. We also had $ 4.9 million of state net operating loss carryforwards subject to expiration from 2035 to 2045. We recognized a $ 2.7 million increase, a $ 14 thousand decrease, and a $ 0.2 million decrease in the net liability for unrecognized tax benefits for the years ended December 31, 2025, 2024, and 2023, respectively. We recognized net interest expense of $ 0.6 million, $ 0.1 million, and $ 0.1 million during 2025, 2024, and 2023, respectively. If recognized, $ 3.7 million, $ 1.5 million, and $ 1.7 million of unrecognized tax benefits as of December 31, 2025, 2024 and 2023, respectively, would impact our effective tax rate. Interest of $ 1.3 million, $ 0.7 million, and $ 0.5 million has been reflected as a component of the total liability as of December 31, 2025 and 2024 and 2023, respectively. The reconciliations of beginning and ending gross balances of unrecognized tax benefits are shown below (in thousands): December 31, 2025 2024 2023 Unrecognized tax benefits, beginning balance $ 2,235 $ 2,245 $ 2,495 Gross increases – tax positions in prior period 2,973 179 161 Gross increases – current period tax positions — 80 120 Reductions due to lapsed statute of limitations ( 283 ) ( 269 ) ( 531 ) Unrecognized tax benefits, ending balance $ 4,925 $ 2,235 $ 2,245 We file U.S. federal income tax returns, as well as income tax returns in various states and several foreign jurisdictions. The years 2022 and forward are open for examination by the U.S. Internal Revenue Service (“IRS”), and various years are open for examination by state and foreign tax authorities. State and foreign jurisdictional statutes of limitations generally range from three to four years. 48 Table of Contents (11) EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS Equity Compensation Plan The Werner Enterprises, Inc. 2023 Long-term Incentive Plan (the “Equity Plan”), approved by the Company’s shareholders in 2023, provides for grants to employees, non-employee directors, and consultants of the Company in the form of stock options, restricted awards, unrestricted stock awards, performance awards, and stock appreciation rights. The Board of Directors or the Compensation Committee of our Board of Directors determines the terms of each award, including the type, recipients, number of shares subject to and vesting conditions of each award. No awards of stock options, unrestricted stock, and stock appreciation rights have been issued under the Equity Plan to date. The maximum number of shares of common stock that may be awarded under the Equity Plan is 4,000,000 shares. As of December 31, 2025, there were 3,367,697 shares available for granting additional awards. Equity compensation expense is included in salaries, wages and benefits within the consolidated statements of income. As of December 31, 2025, the total unrecognized compensation cost related to non-vested equity compensation awards was approximately $ 12.1 million and is expected to be recognized over a weighted average period of 2.0 years. The following table summarizes the equity compensation expense and related income tax benefit recognized in the consolidated statements of income (in thousands): Years Ended December 31, 2025 2024 2023 Restricted awards: Pre-tax compensation expense $ 8,937 $ 9,212 $ 10,229 Tax benefit 2,324 2,349 2,634 Restricted stock expense, net of tax $ 6,613 $ 6,863 $ 7,595 Performance awards: Pre-tax compensation expense (benefit) $ 1,757 $ ( 348 ) $ 1,723 Tax benefit (expense) 457 ( 89 ) 444 Performance award expense (benefit), net of tax $ 1,300 $ ( 259 ) $ 1,279 We do not have a formal policy for issuing shares upon vesting of restricted and performance awards. Such shares are generally issued from treasury stock. From time to time, we repurchase shares of our common stock, the timing and amount of which depends on market and other factors. Historically, the shares acquired from such repurchases have provided us with sufficient quantities of stock to issue for equity compensation. Based on current treasury stock levels, we do not expect to repurchase additional shares specifically for equity compensation during 2026. Restricted Awards Restricted stock entitles the holder to shares of common stock when the award vests. Restricted stock units entitle the holder to a combination of cash or stock equal to the value of common stock when the unit vests. The value of these shares may fluctuate according to market conditions and other factors. Restricted awards currently outstanding vest over periods ranging from 12 to 60 months from the grant date of the award. The restricted awards do not confer any voting or dividend rights to recipients until such shares vest and do not have any post-vesting sales restrictions. The following table summarizes restricted award activity for the year ended December 31, 2025: Number of Restricted Awards (in thousands) Weighted- Average Grant Date Fair Value ($) Nonvested at beginning of period 521 $ 41.25 Granted 246 31.57 Vested ( 206 ) 42.02 Forfeited ( 34 ) 39.20 Nonvested at end of period 527 36.58 We estimate the fair value of restricted awards based upon the market price of the underlying common stock on the date of grant, reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting. Our estimate of future dividends is based on the most recent quarterly dividend rate at the time of grant, adjusted for any known future changes in the dividend rate. Cash settled restricted stock units are recorded as a liability within the consolidated balance sheets and are adjusted to fair value each reporting period. 49 Table of Contents The weighted-average grant date fair value of restricted awards granted during the years ended December 31, 2025, 2024, and 2023 was $ 31.57 , $ 39.70 , and $ 44.17 , respectively. The total fair value of previously granted restricted awards vested during the years ended December 31, 2025, 2024, and 2023 was $ 6.3 million, $ 8.2 million, and $ 10.4 million, respectively. We withheld shares based on the closing stock price on the vesting date to settle the employees’ statutory obligation for the applicable income and other employment taxes. The shares withheld to satisfy the tax withholding obligations were recorded as treasury stock. Performance Awards Performance awards entitle the recipient to shares of common stock upon attainment of performance objectives as pre-established by the Compensation Committee. If the performance objectives are achieved, performance awards currently outstanding vest, subject to continued employment, 36 months after the grant date of the award. The performance awards do not confer any voting or dividend rights to recipients until such shares vest and do not have any post-vesting sales restrictions. The following table summarizes performance award activity for the year ended December 31, 2025: Number of Performance Awards (in thousands) Weighted- Average Grant Date Fair Value ($) Nonvested at beginning of period 188 $ 42.24 Granted 132 32.83 Vested ( 4 ) 42.39 Forfeited — — Nonvested at end of period 316 38.35 The 2025 performance awards are earned based upon the level of attainment by the Company of specified performance objectives related to year-over-year diluted earnings per share for the three-year period from January 1, 2025 to December 31, 2027. Shares earned based on year-over-year diluted earnings per share may increase or decrease by 25 % based on the Company’s total shareholder return during the three-year period ended December 31, 2027, relative to the total shareholder return of a peer group of companies for the same period. The 2024 performance awards are earned based upon the level of attainment by the Company of specified performance objectives related to cumulative diluted earnings per share for the two-year period from January 1, 2024 to December 31, 2025. Shares earned based on cumulative diluted earnings per share may increase or decrease by 25 % based on the Company’s total shareholder return during the three-year period ended December 31, 2026, relative to the total shareholder return of a peer group of companies for the same period. The 2025 and 2024 performance awards will vest in one installment on the third anniversary from the respective grant dates. In February 2026, the Compensation Committee determined the 2023 fiscal year performance objectives were below threshold, thus resulting in no payout. The unearned shares are included in the forfeited shares in the activity table above. We estimate the fair value of performance awards based upon the market price of the underlying common stock on the date of grant, reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting. Our estimate of future dividends is based on the most recent quarterly dividend rate at the time of grant, adjusted for any known future changes in the dividend rate. The weighted-average grant date fair value of performance awards granted during the years ended December 31, 2025, 2024, and 2023 was $ 32.83 , $ 40.05 , and $ 45.07 , respectively. The vesting date fair value of performance awards that vested during the years ended December 31, 2025, 2024, or 2023 was $ 0.2 million, $ 4.6 million and $ 5.9 million, respectively. We withheld shares based on the closing stock price on the vesting date to settle the employees’ statutory obligation for the applicable income and other employment taxes. The shares withheld to satisfy the tax withholding obligations were recorded as treasury stock. Employee Stock Purchase Plan Employee associates that meet certain eligibility requirements may participate in our Employee Stock Purchase Plan (the “Purchase Plan”). Eligible participants designate the amount of regular payroll deductions and/or a single annual payment (each subject to a yearly maximum amount) that is used to purchase shares of our common stock on the over-the-counter market. The maximum annual contribution amount is currently $ 20,000 . These purchases are subject to the terms of the Purchase Plan. We contribute an amount equal to 15 % of each participant’s contributions under the Purchase Plan. Interest accrues on Purchase Plan contributions at a rate of 5.25 % until the purchase is made. We pay the trading commissions and administrative charges related to purchases of common stock under the Purchase Plan. 50 Table of Contents Our contributions for the Purchase Plan were as follows (in thousands): 2025 $ 324 2024 358 2023 349 401(k) Retirement Savings Plan We have an Employees’ 401(k) Retirement Savings Plan (the “401(k) Plan”). Associates are eligible to participate in the 401(k) Plan if they have been continuously employed with us or one of our subsidiaries for six months or more. We may match a portion of each associate’s 401(k) Plan elective deferrals, but we are not required to. There was no match on associate’s 401(k) Plan elective deferrals during 2025. Salaries, wages and benefits expense in the accompanying consolidated statements of income includes our 401(k) Plan contributions and administrative expenses, which were as follows (in thousands): 2025 $ — 2024 6,407 2023 6,351 Nonqualified Deferred Compensation Plan The Executive Nonqualified Excess Plan, which was frozen for new elections as of December 31, 2024 (the “Former Excess Plan”), and the Non-Qualified Deferred Compensation Plan, effective January 1, 2025 (the “New Excess Plan”) are our nonqualified deferred compensation plans for the benefit of eligible key managerial associates whose 401(k) Plan contributions are limited because of IRS regulations affecting highly compensated associates. Under the terms of the New Excess Plan, participants may elect to defer compensation on a pre-tax basis and participants under the Former Excess Plan also had that ability prior to the date such Former Excess Plan was frozen. At December 31, 2025, there were 52 participants in the New Excess Plan. Although our current intention is not to do so, we may also make matching credits and/or profit-sharing credits to participants’ New Excess Plan accounts as we so determine each year. Under both plans, each participant is fully vested in all deferred compensation and earnings; however, these amounts are subject to general creditor claims until distributed to the participant. Under current federal tax law, we are not allowed a current income tax deduction for the compensation deferred by participants, but we are allowed a tax deduction when a distribution payment is made to a participant from either plan. The accumulated benefit obligation is included in other long-term liabilities in the consolidated balance sheets. We purchased life insurance policies to fund the future liability. The aggregate market value of the life insurance policies is included in other non-current assets in the consolidated balance sheets. The accumulated benefit obligation and aggregate market value of the life insurance policies were as follows (in thousands): December 31, 2025 2024 Accumulated benefit obligation $ 17,796 $ 15,797 Aggregate market value 15,146 12,552 (12) COMMITMENTS AND CONTINGENCIES We have committed to property and equipment purchases of approximately $ 24.9 million at December 31, 2025. We are involved in certain claims and pending litigation, including those described herein, arising in the ordinary course of business. The majority of these claims relate to bodily injury, property damage, cargo and workers’ compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We accrue for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the knowledge of the facts, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our consolidated financial statements. Moreover, the results of complex legal proceedings are difficult to predict, and our view of these matters may change in the future as the litigation and related events unfold. On May 17, 2018, in Harris County District Court in Houston, Texas, a jury rendered an adverse verdict against the Company in a lawsuit arising from a December 30, 2014 accident between a Werner tractor-trailer and a passenger vehicle. On July 30, 2018, the court entered a final judgment against Werner for $ 92.0 million, including pre-judgment interest. The Company pursued an appeal of this verdict, and on May 18, 2023, the Texas Court of Appeals overruled Werner’s appeal and affirmed the trial court’s judgment. The Company filed a Petition for Review with the Texas Supreme Court and, on August 30, 2024 the Texas Supreme Court granted the Company’s Petition for Review. Oral argument of the appeal was held on December 3, 2024. 51 Table of Contents On June 27, 2025, the Texas Supreme Court reversed the verdict and rendered a judgment in the Company’s favor. The plaintiffs filed a Motion for Rehearing and, on September 26, 2025, the Texas Supreme Court denied the Motion, ending the case in favor of Werner. Under the Company’s insurance policies in effect on the date of this accident, the Company’s maximum liability for this accident was $ 10.0 million (plus pre-judgment and post-judgment interest) with premium-based coverage that exceeded the 2018 jury verdict amount. As a result of the June 27, 2025 decision, the Company reversed a $ 45.7 million liability (including interest) through insurance and claims expense on the statements of income in June 2025. In June 2025, the Company also reversed a $ 79.2 million receivable from its third-party insurance providers from other non-current assets and a corresponding liability of the same amount from the long-term portion of insurance and claims accruals on the consolidated balance sheets, as the Company was the primary obligor of the 2018 verdict under the terms of the Company’s insurance policies. In October 2025, we reached an agreement with the plaintiffs in the consolidated class action lawsuits entitled Abarca et al. v. Werner that are pending in the United States District Court for the District of Nebraska, to settle these cases for a combined $ 18.0 million after more than a decade of litigation. The proceeding was instituted on June 4, 2014 in the Superior Court for Alameda County, California and was transferred to the United States District Court for the District of Nebraska on October 20, 2014. The cases, which were brought by a small group of drivers and later certified as a class action with tens of thousands of class members and covered the years from mid-2010 to late 2023, involved claims for failure to provide meal and rest breaks (and such meal and rest break claims were dismissed via summary judgment on June 1, 2021), alleged unpaid wages, unauthorized deductions, and other items. The settlement is subject to court approval. As a result of the agreement, the $ 18.0 million settlement was recorded as a liability in other current liabilities on the consolidated balance sheet as of December 31, 2025, and as an expense in salaries, wages and benefits on the consolidated statements of income for the year ended December 31, 2025. (13) RESTRUCTURING AND IMPAIRMENT COSTS In the fourth quarter of 2025, we recognized expense of $ 44.2 million in restructuring and impairment on the consolidated statements of income. During the fourth quarter 2025, we began to incur costs in connection with the strategic restructuring of our One-Way Truckload business to enhance long-term profitability and fleet utilization by maximizing production and mitigating unprofitable freight. Key steps in this initiative included exiting selective unprofitable regional and short-haul truckload freight, further integrating our one-way acquisition operations, and a further shift in the One-Way Truckload fleet composition toward more specialized, expedited (“Expedited”), and team capacity. This repositioning is focused on eliminating underperforming business. The restructuring reflects the necessary steps to rationalize our assets and business model for future margin expansion. These costs, collectively referred to as “restructuring and impairment costs”, are comprised of $ 21.7 million of impairment on trademark and customer relationship intangible assets, $ 14.4 million of impairment on revenue equipment, $ 6.6 million of other revenue equipment costs, and $ 1.5 million relating to the removal of prepaid expenses, inventory, and other current assets. These costs are recorded in our One-Way Truckload operating segment within our TTS reportable segment. There may be changes in previously recorded estimates as assets are sold, payments are made, and further restructuring actions are completed. All restructuring and impairment activities are expected to be completed by the end of 2026. The following table summarizes our restructuring and impairment activity during 2025, which is included in other current liabilities on the consolidated balance sheets (in thousands). Intangible Asset Impairment Revenue Equipment Impairment Other Revenue Equipment Costs Current Assets Total Balance at December 31, 2024 $ — $ — $ — $ — $ — Restructuring and impairment provision 21,735 14,360 6,643 1,487 44,225 Charges against provision ( 21,735 ) ( 14,360 ) — ( 1,487 ) ( 37,582 ) Balance at December 31, 2025 $ — $ — $ 6,643 $ — $ 6,643 (14) SEGMENT INFORMATION We have two reportable segments – TTS and Werner Logistics. The TTS reportable segment consists of two operating segments, Dedicated and One-Way Truckload. These operating segments are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting. Dedicated provides truckload services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, utilizing either dry van or specialized trailers. One-Way Truckload is comprised of the following operating fleets: (i) the medium-to-long-haul van (“Van”) fleet transports a variety of consumer nondurable products and other commodities in truckload quantities over irregular routes using dry van trailers, including Mexico cross-border routes; (ii) the Expedited fleet provides time-sensitive truckload services utilizing driver teams; 52 Table of Contents (iii) the regional short-haul (“Regional”) fleet provides comparable truckload van service within geographic regions across the United States; and (iv) the Temperature Controlled fleet provides truckload services for temperature sensitive products over irregular routes utilizing temperature-controlled trailers. Revenues for the TTS segment include a small amount of non-trucking revenues which consist primarily of the intra-Mexico portion of cross-border shipments delivered to or from Mexico where we utilize a third-party capacity provider. The Werner Logistics segment provides non-asset-based transportation and logistics services. 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; (ii) the Intermodal (“Intermodal”) division offers rail transportation through alliances with rail and drayage providers as an alternative to truck transportation; 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. The accounting policies of the segments are the same as those described in Note 1 - Summary of Significant Accounting Policies. Inter-segment transactions between reporting segments have been recorded at amounts approximating market and are eliminated in consolidation. The chief operating officer of the Company is our chief operating decision maker (“CODM”). Our CODM evaluates the operating results of each individual segment, using monthly divisional financial statements, to asses performance and to allocate resources to each segment. Our divisional financial statements detail the revenues and operating expenses of each individual segment netting to operating income (loss) that allows the CODM to make operational decisions regarding each individual segment. We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment. Based on our operations, certain revenue-generating assets (primarily tractors and trailers) are interchangeable between segments. Depreciation for these interchangeable assets is allocated to segments based on the actual number of units utilized by the segment during the period. Other depreciation and amortization is allocated to segments based on specific identification or as a percentage of a metric such as average number of tractors. 53 Table of Contents The following tables summarize our segment information (in thousands): Year Ended December 31, 2025 Truckload Transportation Services Werner Logistics Total Revenues from external customers $ 2,042,647 $ 856,863 $ 2,899,510 Inter-segment revenues 9,297 — 9,297 Reportable segment revenues 2,051,944 856,863 2,908,807 Reconciliation of revenues: Other revenues (1) 74,886 Elimination of inter-segment revenues ( 9,297 ) Consolidated revenues $ 2,974,396 Less operating expenses: (2) Salaries, wages and benefits (3) 901,277 70,845 972,122 Fuel 245,228 1,377 246,605 Supplies and maintenance 214,101 11,881 225,982 Taxes and licenses 88,846 901 89,747 Insurance and claims (4) 112,271 3,005 115,276 Depreciation and amortization 262,074 15,805 277,879 Rent and purchased transportation 158,746 742,934 901,680 Communications and utilities 13,485 1,120 14,605 Gains on sales of property and equipment ( 17,058 ) ( 1,254 ) ( 18,312 ) Other segment items (5) 56,548 3,573 60,121 Reportable segment operating expenses 2,035,518 850,187 2,885,705 Reportable segment operating income $ 16,426 $ 6,676 $ 23,102 Reconciliation of operating income: Other operating loss (1) ( 11,445 ) Consolidated operating income $ 11,657 54 Table of Contents Year Ended December 31, 2024 Truckload Transportation Services Werner Logistics Total Revenues from external customers $ 2,123,864 $ 831,337 $ 2,955,201 Inter-segment revenues 14,429 — 14,429 Reportable segment revenues 2,138,293 831,337 2,969,630 Reconciliation of revenues: Other revenues (1) 75,057 Elimination of inter-segment revenues ( 14,429 ) Consolidated revenues $ 3,030,258 Less operating expenses: (2) Salaries, wages and benefits 922,921 81,565 1,004,486 Fuel 272,570 1,575 274,145 Supplies and maintenance 211,847 9,602 221,449 Taxes and licenses 95,541 983 96,524 Insurance and claims 141,654 3,438 145,092 Depreciation and amortization 261,170 15,176 276,346 Rent and purchased transportation 139,848 714,385 854,233 Communications and utilities 13,884 1,983 15,867 Gains on sales of property and equipment ( 10,993 ) ( 1,090 ) ( 12,083 ) Other segment items (5) 14,685 4,601 19,286 Reportable segment operating expenses 2,063,127 832,218 2,895,345 Reportable segment operating income (loss) $ 75,166 $ ( 881 ) $ 74,285 Reconciliation of operating income: Other operating loss (1) ( 8,137 ) Consolidated operating income $ 66,148 55 Table of Contents Year Ended December 31, 2023 Truckload Transportation Services Werner Logistics Total Revenues from external customers $ 2,293,120 $ 910,433 $ 3,203,553 Inter-segment revenues 17,690 — 17,690 Reportable segment revenues 2,310,810 910,433 3,221,243 Reconciliation of revenues: Other revenues (1) 79,946 Elimination of inter-segment revenues ( 17,690 ) Consolidated revenues $ 3,283,499 Less operating expenses: (2) Salaries, wages and benefits 951,712 89,401 1,041,113 Fuel 341,126 2,336 343,462 Supplies and maintenance 224,988 7,933 232,921 Taxes and licenses 101,149 1,099 102,248 Insurance and claims 134,319 3,895 138,214 Depreciation and amortization 271,245 15,395 286,640 Rent and purchased transportation 130,076 768,793 898,869 Communications and utilities 13,908 3,636 17,544 Gains on sales of property and equipment ( 45,453 ) ( 1,497 ) ( 46,950 ) Other segment items (5) 18,410 3,563 21,973 Reportable segment operating expenses 2,141,480 894,554 3,036,034 Reportable segment operating income $ 169,330 $ 15,879 $ 185,209 Reconciliation of operating income: Other operating loss (1) ( 8,793 ) Consolidated operating income $ 176,416 (1) Revenues and operating income or loss from segments below the quantitative thresholds for determining reportable segments. Those segments include driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, other business activities, and corporate related items which are incidental to our activities and are not attributable to any of our operating segments. (2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Inter-segment expenses are included within the amounts shown. (3) During 2025, salaries, wages and benefits for the TTS segment included costs of $ 18.0 million related to the consolidated class action lawsuits entitled Abarca et al. v. Werner . For additional information regarding legal proceedings, see Note 12 – Commitments and Contingencies. During 2025, salaries, wages and benefits for the TTS and Werner Logistics segments included severance costs of $ 0.9 million and $ 0.4 million, respectively, related to cost saving initiatives. (4) During 2025, insurance and claims expense for the TTS segment was offset by a $ 45.7 million liability reversal as a result of a favorable decision related to a lawsuit arising from a December 2014 accident. For additional information regarding legal proceedings, see Note 12 – Commitments and Contingencies. (5) Other segment items for each reportable segment primarily includes costs for professional services. During 2025 and 2023, other segment items for the TTS and Logistics segments, respectively, were partially offset by net favorable changes of $ 7.8 million and $ 2.7 million, respectively, to the contingent earnout liabilities related to the Baylor Trucking, Inc. and ReedTMS acquisitions, respectively. During 2025, the TTS segment incurred legal fees of $ 3.4 million related to the Abarca et al. v. Werner litigation discussed above and $ 44.2 million of restructuring and impairment costs, see Note 13 – Restructuring and Impairment Costs. 56 Table of Contents Information about the geographic areas in which we conduct business is summarized below (in thousands). Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin. Years Ended December 31, 2025 2024 2023 Revenues United States $ 2,839,773 $ 2,854,184 $ 3,089,205 Foreign countries Mexico 120,380 147,761 159,170 Canada 14,243 28,313 35,124 Total foreign countries 134,623 176,074 194,294 Total $ 2,974,396 $ 3,030,258 $ 3,283,499 Long-lived Assets United States $ 1,770,263 $ 1,912,997 $ 1,948,039 Foreign countries Mexico 20,181 21,165 24,818 Canada 60 74 99 Total foreign countries 20,241 21,239 24,917 Total $ 1,790,504 $ 1,934,236 $ 1,972,956 We generate substantially all of our revenues within the United States or from North American shipments with origins or destinations in the United States. Our largest customer, Dollar General, accounted for 11 %, 11 %, and 10 % of our total revenues in 2025, 2024, and 2023, respectively. Revenues generated by Dollar General are reported in both of our reportable operating segments. (15) SUBSEQUENT EVENTS On January 27, 2026, we acquired 100 % of the equity interests of First Enterprises, Inc. ("FirstFleet") for $ 245 million, which includes a maximum $ 35 million earnout based on gross revenue net of fuel surcharge for the period April 1, 2026, through March 31, 2027. Under a separate agreement, we also acquired real estate properties from FirstFleet for $ 37.8 million. We funded these transactions using cash on hand and our existing revolving credit facility. We also assumed finance leases estimated at $ 57.0 million. As of January 31, 2026, the total aggregate borrowings outstanding under our revolver and accounts receivable securitization facility was $ 884.6 million. Including the estimated value of the finance leases assumed, our total debt increased by $ 189.6 million during the month of January 2026 primarily as a result of the acquisition. We incurred transaction costs related to the acquisition, such as legal and professional fees, of $ 0.4 million for the three months ended December 31, 2025, which is included in other operating expenses on the consolidated statements of income. FirstFleet, headquartered in Murfreesboro, Tennessee, is a dedicated truckload carrier. FirstFleet operates approximately 2,400 tractors and 11,000 trailers, with 37 strategically located properties near 130 customer sites around the country. This acquisition adds scale to our Dedicated operations. The acquisition will be accounted for as a business combination using the acquisition method of accounting under GAAP. The results of operations for FirstFleet will be included in our consolidated financial statements, within our Dedicated operating segment, beginning January 27, 2026. Due to the recent timing of this transaction, the initial accounting for the acquisition is not complete. As a result, we are currently unable to provide purchase price allocation disclosures based on acquisition date fair values of assets acquired and liabilities assumed, as well as other related information. We plan to include these disclosures in our Quarterly Report on Form 10-Q for the three months ending March 31, 2026. 57 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE No disclosure under this item was required within the two most recent fiscal years ended December 31, 2025, or any subsequent period, involving a change of accountants or disagreements on accounting and financial disclosure.