What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 297 added, 301 removed, 435 unchanged (58% of the section changed)

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands, except per share amounts) 2026 2025

16 unchanged sentences

Loss (gain) on investments in equity securities ( 26 ) 2

Loss (earnings) from equity method investment 289 ( 295 ) ( 553 ) ( 21 )

Earnings from equity method investment ( 86 ) ( 123 )

Other ( 98 ) ( 368 )

Total other expense, net 9,937 7,556

Income (loss) before income taxes ( 21,905 ) 8,544 23,797 29,990

Income tax expense (benefit) ( 822 ) 2,004 11,479 8,002

Net income (loss) ( 21,083 ) 6,540 12,318 21,988

Loss before income taxes ( 5,942 ) ( 13,388 )

Income tax benefit ( 1,481 ) ( 3,167 )

Net loss ( 4,461 ) ( 10,221 )

Net loss attributable to noncontrolling interest 199 123

Net income (loss) attributable to Werner $ ( 20,575 ) $ 6,565 $ 13,389 $ 22,342

Earnings (loss) per share:

Net loss attributable to Werner $ ( 4,262 ) $ ( 10,098 )

Loss per share:

Basic $ ( 0.07 ) $ ( 0.16 )

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2026 2025

Net income (loss) $ ( 21,083 ) $ 6,540 $ 12,318 $ 21,988

$ ( 4,461 ) $ ( 10,221 )

Other comprehensive income (loss):

2 unchanged sentences

Other comprehensive income (loss) 1,732 ( 1,496 )

Comprehensive income (loss) ( 20,257 ) ( 492 ) 13,812 10,235

Comprehensive loss

( 2,729 ) ( 11,717 )

Comprehensive loss attributable to noncontrolling interest

Comprehensive income (loss) attributable to Werner $ ( 19,749 ) $ ( 467 ) $ 14,883 $ 10,589

Comprehensive loss attributable to Werner

$ ( 2,530 ) $ ( 11,594 )

See Notes to Consolidated Financial Statements (Unaudited).

1 unchanged sentence

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except share amounts) September 30,

(In thousands, except share amounts) March 31,

2026 December 31,

6 unchanged sentences

Prepaid expenses 57,213 57,184

Assets held for sale 23,226 32,643

Other current assets 45,616 35,665

3 unchanged sentences

Property and equipment, net 1,900,245 1,790,504

Finance lease right-of-use assets, net 53,913 —

Goodwill 138,576 129,104

Intangible assets, net 65,168 44,603

Operating lease right-of-use assets, net 108,212 39,703

Other non-current assets 287,166 271,911

7 unchanged sentences

Accrued expenses 18,156 16,199

Current maturities of finance lease liabilities 26,706 —

Current maturities of operating lease liabilities 48,832 15,451

Other current liabilities 63,653 36,781

1 unchanged sentence

Long-term debt, net of current portion 869,600 752,000

Finance lease liabilities, less current maturities 26,878 —

Operating lease liabilities, less current maturities 60,704 26,470

Other long-term liabilities 23,839 26,080

19 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(In thousands) 2026 2025

Cash flows from operating activities:

Net income $ 12,318 $ 21,988

Adjustments to reconcile net income to net cash provided by operating activities:

Net loss $ ( 4,461 ) $ ( 10,221 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 76,197 70,049

Deferred income taxes ( 3,757 ) ( 11,612 )

Amortization of operating lease right-of-use assets 8,715 4,502

Gain on disposal of property and equipment ( 3,780 ) ( 2,843 )

3 unchanged sentences

Earnings from equity method investment ( 86 ) ( 123 )

Gain on contingent earnout liability settlement ( 7,815 ) —

Other ( 5,298 ) ( 15,570 )

3 unchanged sentences

Accounts payable 29,704 ( 4,373 )

Operating lease liabilities ( 9,302 ) ( 4,452 )

Other current liabilities ( 8,550 ) ( 12,699 )

2 unchanged sentences

Additions to property and equipment ( 52,788 ) ( 23,513 )

Proceeds from sales of property and equipment 71,254 126,894

Proceeds from sales of property and equipment, including assets held for sale 50,804 31,079

Net cash invested in acquisition ( 184,755 ) —

Investment in equity securities ( 2,000 ) ( 6,011 )

Payments to acquire equity method investment ( 3,060 ) ( 2,360 )

Issuance of notes receivable

( 7,744 ) ( 441 )

Collections of notes receivable

Net cash used in investing activities ( 99,766 ) ( 206,469 )

Net cash provided by (used in) investing activities ( 194,005 ) 2,371

Cash flows from financing activities:

3 unchanged sentences

Proceeds from issuance of long-term debt 4,000 250,000

Principal installments on finance lease obligations ( 3,610 ) —

Dividends on common stock ( 8,382 ) ( 8,659 )

Repurchases of common stock ( 55,562 ) ( 67,086 )

Tax withholding related to net share settlements of restricted stock awards ( 2,109 ) ( 1,879 )

Other ( 2,732 ) —

Net cash used in financing activities ( 10,938 ) ( 56,421 )

Net cash provided by (used in) financing activities 112,099 ( 20,538 )

Effect of exchange rate fluctuations on cash 78 ( 4 )

Net increase (decrease) in cash and cash equivalents 10,232 ( 7,063 )

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of period 59,922 40,752

8 unchanged sentences

Dividends accrued but not yet paid at end of period 8,392 8,670

Contingent consideration associated with acquisition

See Notes to Consolidated Financial Statements (Unaudited).

2 unchanged sentences

TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST

Three Months Ended September 30, 2025

(In thousands, except share and per share amounts) Common

Stock Paid-In

Capital Retained

Earnings Accumulated

Comprehensive

Loss Treasury

Stockholders’

Equity Temporary Equity - Redeemable Noncontrolling Interest

BALANCE, June 30, 2025 $ 805 $ 139,928 $ 1,969,693 $ ( 17,769 ) $ ( 671,733 ) $ 1,420,924 $ 36,865

Net loss attributable to Werner — — ( 20,575 ) — — ( 20,575 ) —

Net loss attributable to noncontrolling interest — — — — — — ( 508 )

Other comprehensive income — — — 826 — 826 —

Dividends on common stock ($ 0.14 per share)

— — ( 8,376 ) — — ( 8,376 ) —

Non-cash equity compensation expense — 2,788 — — — 2,788 —

Distribution to noncontrolling interest — — — — — — ( 716 )

BALANCE, September 30, 2025 $ 805 $ 142,716 $ 1,940,742 $ ( 16,943 ) $ ( 671,733 ) $ 1,395,587 $ 35,641

Three Months Ended September 30, 2024

(In thousands, except share and per share amounts) Common

Stock Paid-In

Capital Retained

Earnings Accumulated

Comprehensive

Loss Treasury

Stockholders’

Equity Temporary Equity - Redeemable Noncontrolling Interest

BALANCE, June 30, 2024 $ 805 $ 134,769 $ 1,951,631 $ ( 14,405 ) $ ( 617,573 ) $ 1,455,227 $ 38,278

Net income attributable to Werner — — 6,565 — — 6,565 —

Net loss attributable to noncontrolling interest — — — — — — ( 25 )

Other comprehensive loss — — — ( 7,032 ) — ( 7,032 ) —

Dividends on common stock ($ 0.14 per share)

— — ( 8,653 ) — — ( 8,653 ) —

Non-cash equity compensation expense — 2,450 — — — 2,450 —

BALANCE, September 30, 2024 $ 805 $ 137,219 $ 1,949,543 $ ( 21,437 ) $ ( 617,573 ) $ 1,448,557 $ 38,253

See Notes to Consolidated Financial Statements (Unaudited).

WERNER ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND

TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (CONTINUED)

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

(In thousands, except share and per share amounts) Common

7 unchanged sentences

BALANCE, December 31, 2025 $ 805 $ 144,641 $ 1,904,572 $ ( 16,075 ) $ ( 671,051 ) $ 1,362,892 $ 28,113

Net income attributable to Werner — — 13,389 — — 13,389 —

Net loss attributable to Werner — — ( 4,262 ) — — ( 4,262 ) —

Net loss attributable to noncontrolling interest — — — — — — ( 199 )

Other comprehensive income — — — 1,732 — 1,732 —

Repurchases of common stock, 2,113,007 shares

— — — — ( 55,562 ) ( 55,562 ) —

Dividends on common stock ($ 0.14 per share)

3 unchanged sentences

Non-cash equity compensation expense — 2,840 — — — 2,840 —

Distribution to noncontrolling interest — — — — — — ( 1,232 )

BALANCE, September 30, 2025 $ 805 $ 142,716 $ 1,940,742 $ ( 16,943 ) $ ( 671,733 ) $ 1,395,587 $ 35,641

Nine Months Ended September 30, 2024

BALANCE, March 31, 2026 $ 805 $ 144,753 $ 1,891,918 $ ( 14,343 ) $ ( 670,432 ) $ 1,352,701 $ 27,914

Three Months Ended March 31, 2025

(In thousands, except share and per share amounts) Common

7 unchanged sentences

BALANCE, December 31, 2024 $ 805 $ 137,889 $ 1,952,775 $ ( 18,437 ) $ ( 617,100 ) $ 1,455,932 $ 37,944

Net income attributable to Werner — — 22,342 — — 22,342 —

Net loss attributable to Werner — — ( 10,098 ) — — ( 10,098 ) —

Net loss attributable to noncontrolling interest — — — — — — ( 123 )

Other comprehensive loss — — — ( 1,496 ) — ( 1,496 ) —

Repurchases of common stock, 1,787,810 shares

— — — — ( 67,086 ) ( 67,086 ) —

Dividends on common stock ($ 0.14 per share)

3 unchanged sentences

Non-cash equity compensation expense — 2,444 — — — 2,444 —

BALANCE, September 30, 2024 $ 805 $ 137,219 $ 1,949,543 $ ( 21,437 ) $ ( 617,573 ) $ 1,448,557 $ 38,253

BALANCE, March 31, 2025 $ 805 $ 137,867 $ 1,934,007 $ ( 19,933 ) $ ( 616,513 ) $ 1,436,233 $ 37,821

See Notes to Consolidated Financial Statements (Unaudited).

14 unchanged sentences

although in management’s opinion, the disclosures are adequate so that the information presented is not misleading.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

In the opinion of management, the information set forth on the accompanying consolidated condensed balance sheets is fairly stated in all material respects in relation to the consolidated balance sheets from which it has been derived.

These consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and accompanying notes contained in our 2025 Form 10-K.

New Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 .

On January 1, 2026, we adopted ASU 2025-05 using a prospective approach.

We elected the practical expedient upon the adoption of ASU 2025-05, and adoption of the standard did not have a material impact to our results of operations, cash flows, and financial condition.

Recently Issued Accounting Pronouncements, Not Yet Effective

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.

The provisions of this update are effective for our annual period ending December 31, 2025, using a prospective approach.

We expect the adoption of ASU 2023-09 to impact our disclosures but not our results of operations, cash flows, and financial condition.

In November 2024, the FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

2 unchanged sentences

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 the guidance is neutral to different software development methods.

1 unchanged sentence

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.

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) BUSINESS ACQUISITION

On January 27, 2026, we acquired 100 % of the equity interests in FirstEnterprises, Inc.

(“FirstFleet”).

Separately, under a real estate purchase agreement, we acquired 11 properties from FirstFleet.

The purchase price in accordance with GAAP for this acquisition was $ 214.8 million, which is reflective of cash paid of $ 184.8 million as well as a contingent earnout valued at $ 30.0 million on the acquisition date.

The contingent earnout is dependent on gross revenue net of fuel surcharge metrics for the period April 1, 2026 through March 31, 2027.

The potential undiscounted future contingent earnout payment that we could be required to make is between $ 0 and $ 35.0 million.

We funded these transactions using cash on hand and our existing revolving credit facility.

The cash paid was reduced by the finance lease liabilities assumed in connection with the transaction.

Headquartered in Murfreesboro, Tennessee, FirstFleet brings added scale to Werner with approximately 2,400 tractors, 11,000 trailers and 37 strategically located properties near 130 customer sites around the country.

The results of operations for FirstFleet are included in our consolidated financial statements beginning January 27, 2026.

Revenues generated by FirstFleet are reported in our Dedicated operating segment within the Truckload Transportation Services (“TTS”) reportable segment.

For the three months ended March 31, 2026, our consolidated operating results included FirstFleet revenues of $ 107.9 million and net income of $ 1.9 million.

We incurred transaction costs related to the acquisition, such as legal and professional fees, of $ 5.9 million for the three months ended March 31, 2026, which is included in other operating expenses on the consolidated statements of income.

Provisional Purchase Price Allocation

We accounted for the FirstFleet purchase using the acquisition method of accounting under GAAP.

The purchase price has been allocated to the assets acquired and liabilities assumed using market data and valuation techniques.

The estimated fair values of the assets acquired and liabilities assumed are considered provisional for FirstFleet, pending the completion of acquired tangible assets valuations, the assessment of operating and finance leases right-of-use assets and related liabilities, independent valuation of acquired intangible assets, calculations of deferred taxes based upon the underlying tax basis of assets acquired and liabilities assumed and the income taxes receivable, and the determination of insurance reserve liabilities.

The determination of estimated fair values requires management to make significant estimates and assumptions.

We believe that the information available provides a reasonable basis for estimating the values of assets acquired and liabilities assumed in the FirstFleet acquisition;

however, these provisional estimates may be adjusted upon the availability of new information regarding facts and circumstances which existed at the acquisition date, and such adjustments may impact future earnings.

We expect to finalize the valuation of assets and liabilities for FirstFleet as soon as practicable, but not later than one year from the acquisition date.

Any adjustments to the initial estimates of the fair value of the acquired assets and liabilities assumed in the FirstFleet acquisition will be recorded as adjustments to the respective assets and liabilities, with the residual amounts allocated to goodwill.

The following table summarizes the provisional purchase price allocation for FirstFleet as of March 31, 2026 (in thousands):

Provisional Purchase Price

Cash consideration paid

$ 177,387 (1)

Contingent consideration arrangement

Deferred cash payments

Total provisional purchase price (fair value of consideration)

Provisional Purchase Price Allocation

Accounts receivable, trade

Inventories and supplies 1,927

Prepaid expenses 8,007

Other current assets 3,130

Property and equipment

Finance lease right-of-use assets

Goodwill 9,472

Intangible assets 22,600

Operating lease right-of-use assets

Other non-current assets 873

Total assets acquired 430,257

Accounts payable 10,464

Insurance and claims accruals 16,028

Accrued payroll 16,035

Accrued expenses 2,721

Current maturities of operating lease liabilities 35,627

Current maturities of finance lease liabilities 26,900

Other current liabilities 50

Finance lease liabilities, less current maturities 30,296

Operating lease liabilities, less current maturities 38,602

Insurance and claims accruals, net of current portion 25,870

Deferred income taxes 12,909

Total liabilities assumed 215,502

Total provisional purchase price allocated $ 214,755

(1) At closing, $ 11.9 million of the cash consideration was placed in escrow to secure certain indemnification obligations of the sellers and to cover post-closing adjustments.

(2) The estimated fair value of the FirstFleet contingent consideration arrangement was based upon probability-adjusted inputs for the acquired entity and is recorded in other current liabilities on the consolidated condensed balance sheet as of March 31, 2026.

For additional information regarding the valuation of the contingent liability, see Note 7 – Fair Value.

(3) Deferred cash payments of $ 7.4 million were made during the three months ended March 31, 2026.

The following unaudited pro forma information combines the historical operations of the Company and FirstFleet giving effect to the FirstFleet acquisition, and related transactions as if consummated on January 1, 2025, the beginning of the comparable prior annual reporting period.

The unaudited pro forma financial information is based on currently available information, is presented for informational purposes only, and is not indicative of future operations or results had the FirstFleet acquisition been completed as of January 1, 2025 or any other date.

The following table summarizes the unaudited pro forma financial information (in thousands):

Three Months Ended

Operating revenues $ 858,382 $ 866,103

Net income (loss)

8,648 ( 13,585 )

Earnings (loss) per share - basic

0.14 ( 0.22 )

Earnings (loss) per share - diluted

0.14 ( 0.22 )

The unaudited pro forma financial information includes certain adjustments such as recognition of assets acquired at estimated fair values and related depreciation and amortization, interest expense on acquisition financing, elimination of transaction costs incurred by the Company and FirstFleet that were directly related to the acquisition, and related income tax effects of these items.

The adjustments do not reflect potential revenue enhancements, cost savings or operating synergies that we expect to realize after the acquisition.

Goodwill and Intangible Assets

Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired in a business combination.

Goodwill and intangible assets with indefinite lives are not amortized.

Goodwill is reviewed for potential impairment on an annual basis or more frequently if indicators of a potential impairment exist.

Goodwill associated with the acquisition was primarily attributable to acquiring and retaining the existing FirstFleet network and the anticipated synergies from combining the operations of the Company and FirstFleet.

None of the goodwill associated with the acquisition is expected to be deductible for income tax purposes.

All goodwill is assigned to our TTS segment.

We preliminarily allocated $ 22.6 million of the purchase price to finite-lived intangible assets, consisting of customer relationships.

The estimated fair values of the intangible assets were determined, with the assistance of an independent third-party valuation firm, using the multi-period excess earnings method.

This method is a form of the income approach, which requires a forecast of all the expected future cash flows.

The following table summarizes the acquired intangible assets and the respective weighted-average estimated amortization period:

Estimated Fair Value

(in thousands) Weighted-Average Estimated

Amortization Period

Customer relationships $ 22,600 10

Revenue Recognition

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Truckload Transportation Services $ 594,312 $ 501,875

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

United States $ 777,334 $ 675,242

6 unchanged sentences

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 September 30, 2025 and December 31, 2024, the accounts receivable, trade, net, balance was $ 437.5 million and $ 391.7 million, respectively.

At March 31, 2026 and December 31, 2025, the accounts receivable, trade, net, balance was $ 485.5 million and $ 394.9 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 September 30, 2025 and December 31, 2024, the balance of contract assets was $ 7.8 million and $ 6.3 million, respectively.

At March 31, 2026 and December 31, 2025, the balance of contract assets w as $ 6.5 million and $ 5.3 million, respectively.

We have recognized contract assets within the other current assets financial statement caption on the consolidated condensed balance sheets.

1 unchanged sentence

Contract liabilities represent advance consideration received from customers and are recognized as revenues over time as the related performance obligation is satisfied.

A t September 30, 2025 and December 31, 2024, t he balance o f contract liabilities was $ 1.4 million.

The amount of revenues recognized in the nine months ended September 30, 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 condensed balance sheets.

At March 31, 2026 and December 31, 2025, the balance of contract liabilities was $ 1.9 million and $ 1.1 million, respectively.

The amount of revenues recognized in the three months ended March 31, 2026 that was included in the December 31, 2025 contract liability balance was $ 1.1 million.

We have recognized contract liabilities within the accounts payable financial statement caption on the consolidated condensed balance sheets.

These contract liabilities are considered current liabilities as they will be settled in less than 12 months.

1 unchanged sentence

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;

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 the nine months ended September 30, 2025 and 2024, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.

During the three months ended March 31, 2026 and 2025, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.

(4) 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 $ 23.2 million and $ 32.6 million recorded in assets held for sale at March 31, 2026 and December 31, 2025, respectively, are comprised of revenue equipment.

During the three months ended March 31, 2026 and 2025, the Company did not recognize impairment losses related to assets held for sale.

(5) GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired in business combinations.

There were no changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2025.

The following table presents acquired intangible assets (in thousands):

September 30, 2025 December 31, 2024

Customer relationships

The following table summarizes changes in the carrying amount of goodwill by segment for the three months ended March 31, 2026 (in thousands):

Werner Logistics

Balance as of December 31, 2025

$ 46,056 $ 83,048 $ 129,104

Goodwill recorded in acquisition of FirstFleet 9,472 — 9,472

Balance as of March 31, 2026

$ 55,528 $ 83,048 $ 138,576

The following table presents acquired intangible assets (in thousands):

March 31, 2026 December 31, 2025

Customer relationships $ 82,600 $ ( 22,815 ) $ 59,785 $ 60,000 $ ( 20,939 ) $ 39,061

Trade names 7,600 ( 2,217 ) 5,383 7,600 ( 2,058 ) 5,542

Total intangible assets $ 90,200 $ ( 25,032 ) $ 65,168 $ 67,600 $ ( 22,997 ) $ 44,603

$ 104,800 $ ( 35,946 ) $ 68,854 $ 104,800 $ ( 28,393 ) $ 76,407

Amortization expense on intangible assets was $ 2.5 million and $ 7.6 million for the three and nine months ended September 30, 2025 and 2024, respectively, and is reported in depreciation and amortization on the consolidated statements of income.

As of September 30, 2025, we estimate future amortization expense for intangible assets will be $ 2.5 million for the remainder of 2025, and $ 10.1 million for each of the five succeeding fiscal years.

We have entered into operating leases primarily for real estate.

Amortization expense on intangible assets was $ 2.0 million and $ 2.5 million for the three months ended March 31, 2026 and 2025, respectively, and is reported in depreciation and amortization on the consolidated statements of income.

As of March 31, 2026, we estimate future amortization expense for intangible assets will be $ 6.7 million for the remainder of 2026, and $ 8.9 million for each of the next four fiscal years and $ 8.7 million for the fifth succeeding fiscal year.

Lessee Disclosures

We lease real estate under operating leases and revenue equipment (tractors and trailers) under both operating and finance leases.

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 condensed 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.

Operating leases are included in operating lease right-of-use assets, net, current maturities of operating lease liabilities and operating lease liabilities, net of current portion on the consolidated condensed balance sheets.

Finance leases are included in finance lease right-of-use assets, net, current maturities of finance lease liabilities and finance lease liabilities, less current maturities on the consolidated condensed balance sheets.

We assess whether an arrangement is a lease or contains a lease at inception.

These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date (or acquisition date, for leases assumed in a business combination), 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.

1 unchanged sentence

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.

The following table presents balance sheet and other operating lease information (dollars in thousands):

September 30, 2025 December 31, 2024

Right-of-use assets (recorded in other non-current assets) $ 40,838 $ 49,599

Current lease liabilities (recorded in other current liabilities) $ 15,460 $ 15,352

Long-term lease liabilities (recorded in other long-term liabilities) 27,679 36,406

Total operating lease liabilities $ 43,139 $ 51,758

Weighted-average remaining lease term for operating leases 4.46 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 September 30, 2025 (in thousands):

Lease expense for operating leases, and any variable lease expense, is reported in rent and purchased transportation on the consolidated statements of income.

We recognize the amortization of the right-of-use asset for our finance leases on a straight-line basis over the shorter of the lease term or the useful life of the right-of-use asset in depreciation and amortization expense on the consolidated statements of income.

The interest expense related to finance leases is recognized using the effective interest method based on the discount rate determined at lease commencement and is included within interest expense on the consolidated statements of income.

The following table presents the weighted average remaining lease term and discount rate:

March 31, 2026 December 31, 2025

Weighted-average remaining lease term (years)

Operating leases 3.1 4.8

Finance leases 2.1 N/A

Weighted-average discount rate

Operating leases 4.7 % 5.0 %

Finance leases 2.8 % N/A

The following table presents the maturities of operating and finance lease liabilities as of March 31, 2026 (in thousands):

Operating Leases Finance Leases

2026 (remaining) $ 49,360 $ 27,023

2027 31,606 12,549

2028 17,925 7,478

2029 9,713 4,521

2030 3,005 5,099

Thereafter 5,958 —

Total undiscounted operating lease payments 47,405

Total undiscounted lease payments

$ 117,567 $ 56,670

Imputed interest ( 8,031 ) ( 3,086 )

Present value of operating lease liabilities $ 43,139

During the nine months ended September 30, 2025 and 2024, right-of-use assets of $ 3.4 million and $ 14.8 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 $ 13.3 million and $ 8.9 million for the nine months ended September 30, 2025 and 2024, respectively, and are included in operating cash flows.

Operating Lease Expense

Operating lease expense was $ 7.3 million and $ 20.5 million for the three and nine months ended September 30, 2025, respectively, and $ 4.8 million and $ 14.2 million for the three and nine months ended September 30, 2024, respectively.

This expense included $ 4.5 million and $ 13.5 million for the three and nine months ended September 30, 2025, respectively, and $ 3.2 million and $ 9.1 million for the three and nine months ended September 30, 2024, respectively, for long-term operating leases, with the remainder for variable and short-term lease expense .

Lessor Operating Leases

Present value of lease liabilities

$ 109,536 $ 53,584

The following table presents supplemental disclosures for the consolidated statements of cash flows (in thousands):

Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows for operating leases $ 9,302 $ 4,452

Operating cash flows for finance leases 263 N/A

Financing cash flows for finance leases 3,610 N/A

Right-of-use assets obtained in exchange for new lease liabilities

Operating leases $ 2,686 $ 1,193

Finance leases — N/A

The following table presents the classification of lease cost components (in thousands):

Three Months Ended

Financial Statement Classification 2026 2025

Operating lease cost Rent and purchased transportation

$ 11,106 $ 4,503

Short-term lease cost Rent and purchased transportation

Finance lease cost

Amortization of right-of-use assets Depreciation and amortization 1,618 N/A

Interest on lease liabilities Interest Expense 263 N/A

Total lease cost $ 16,392 $ 6,615

Lessor Disclosures

We are the lessor of tractors and trailers (revenue equipment) under operating leases with initial terms of 1 year to 10 years.

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We recognize revenue for such leases on a straight-line basis over the term of the lease.

Revenues were $ 3.1 million and $ 8.6 million for the three and nine months ended September 30, 2025, respectively, and $ 2.3 million and $ 7.1 million for the three and nine months ended September 30, 2024, respectively.

The following table presents information about the maturities of these operating leases as of September 30, 2025 (in thousands):

Revenues were $ 3.2 million and $ 2.6 million for the three months ended March 31, 2026 and 2025, respectively.

The following table presents information about the maturities of these operating leases as of March 31, 2026 (in thousands):

2026 (remaining) $ 4,189

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The owned assets underlying our leases as lessor primarily consist of revenue equipment.

As of September 30, 2025 and December 31, 2024, the gross carrying value of such revenue equipment underlying these leases was $ 66.0 million and $ 61.8 million, respectively, and accumulated depreciation was $ 28.2 million and $ 26.7 million, respectively.

Depreciation expense for these assets was $ 2.2 million and $ 6.3 million for the three and nine months ended September 30, 2025, respectively, and $ 1.8 million and $ 5.4 million for the three and nine months ended September 30, 2024, respectively.

As of March 31, 2026 and December 31, 2025, the gross carrying value of such revenue equipment underlying these leases was $ 67.3 million and $ 72.5 million, respectively, and accumulated depreciation was $ 31.0 million and $ 32.0 million, respectively.

Depreciation expense for these assets was $ 2.3 million and $ 1.9 million for the three months ended March 31, 2026 and 2025, respectively.

(7) FAIR VALUE

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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.

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.

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.

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Hierarchy Fair Value

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Other non-current assets

Pay-fixed interest rate swaps (1)

2 $ — $ 1,162

Equity securities (1)

Total other non-current assets $ 145 $ 1,303

Other current liabilities

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2 $ 232 $ 465

Contingent consideration associated with acquisition 3 30,000 —

Total other current liabilities 30,232 465

Other long-term liabilities:

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2 1,460 3,361

Contingent consideration associated with acquisition 3 — 9,315

Total other long-term liabilities 3,549 11,735

Total liabilities at fair value $ 31,692 $ 3,826

(1) Represents our investment in an autonomous technology company.

For additional information regarding the valuation of this equity security, see Note 8 – Investments.

(2) 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.

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See Note 9 – 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 6 – Investments.

The following table presents changes in the fair value of our contingent earnout liability (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Balance at beginning of period

$ — $ 9,102 $ 9,315 $ 8,896

Payment for contingent consideration (1)

— — ( 1,500 ) —

Contingent consideration associated with the acquisition of FirstFleet (1)

Change in fair value — 106

— 106 ( 7,815 ) 312

Balance at end of period

$ 30,000 $ 9,421

(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 during the nine months ended September 30, 2025, 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.

(1) For additional information regarding our FirstFleet contingent consideration arrangement, see Note 2 – Business Acquisition.

The estimated fair values of our contingent consideration arrangements are based upon a Black-Scholes-Merton valuation model for each acquired entity.

The fair value of the contingent consideration is a Level 3 measurement within the fair value hierarchy.

Additionally, as the liability is stated at present value, the passage of time alone will increase the estimated fair value of the liability each reporting period.

Any change in the fair value of the contingent consideration subsequent to the acquisition date and prior to settlement will be recognized in other operating expenses on the consolidated statements of income.

We have ownership interests in investments, primarily Mastery Logistics Systems, Inc.

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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 September 30, 2025 and December 31, 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 $ 390 thousand and $ 358 thousand, respectively.

No gains or losses were recorded for the three and nine months ended September 30, 2025 and 2024.

As of March 31, 2026 and December 31, 2025, the value of our investment in MLSI was $ 109.9 million, and the value of our other equity investments without readily determinable fair values was $ 0.4 million.

No gains or losses were recorded for the three months ended March 31, 2026 and 2025.

The following table summarizes the activity related to our equity investments without readily determinable fair values during the periods presented (in thousands):

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

2025 2024 2025 2024

Three Months Ended March 31,

Investment in equity securities

$ 11 $ 11 $ 6,032 $ 32

As of September 30, 2025, cumulative upward adjustments on our equity securities without readily determinable fair values totaled $ 64.9 million.

As of March 31, 2026, 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 condensed balance sheets.

As of September 30, 2025 and December 31, 2024, the value of this investment was $ 0.1 million.

As of March 31, 2026 and December 31, 2025, the value of this investment was $ 0.1 million.

For additional information regarding the fair value of this equity investment, see Note 7 – Fair Value.

The following table summarizes the activity related to our equity investments with readily determinable fair values during the periods presented (in thousands):

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

2025 2024 2025 2024

Three Months Ended March 31,

Loss (gain) on investments in equity securities $ ( 26 ) $ 2

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Our interest, which represents an ownership percentage of less than 20 %, is being accounted for under ASC 323.

As a limited partner, we will make periodic capital contributions toward this total commitment amount.

As of September 30, 2025 and December 31, 2024, the value of our investment in the Autotech Fund was $ 10.3 million and $ 6.7 million, respectively, and is recorded in other noncurrent assets on the consolidated condensed balance sheets.

The carrying amount of the Autotech Fund as of September 30, 2025 was updated using operating results through June 30, 2025, as this is the most recent information available to us at this time.

As a limited partner, we make periodic capital contributions toward this total commitment amount.

As of March 31, 2026 and December 31, 2025, the value of our investment in the Autotech Fund was $ 11.8 million and $ 11.7 million, respectively, and is recorded in other noncurrent assets on the consolidated condensed balance sheets.

The carrying amount of the Autotech Fund as of March 31, 2026 was updated using operating results through December 31, 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):

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

Three Months Ended March 31,

Earnings from equity method investment

$ ( 86 ) $ ( 123 )

Capital contributions $ 1,300 $ — $ 3,060 $ 2,360

Loss (earnings) from equity method investment $ 289 $ ( 295 ) $ ( 553 ) $ ( 21 )

As of September 30, 2025, our cumulative capital contributions in the Autotech Fund were $ 10.3 million.

As of March 31, 2026, our cumulative capital contributions in the Autotech Fund were $ 11.6 million.

(9) DEBT AND CREDIT FACILITIES

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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 September 30, 2025, we were in compliance with these covenants.

As of March 31, 2026, 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.

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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.

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.

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 LSA is scheduled to terminate on September 21, 2027, 90 days prior to the 2022 Credit Agreement maturity date, 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.

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Subject to eligible receivables, the maximum amount of funding available to WRC is $ 325.0 million, which may increase to $ 350.0 million upon WRC’s request and acceptance by the lenders.

Subsequent to the end of the quarter, 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 %.

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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 September 30, 2025, we were in compliance with these covenants.

The following table presents total debt (in thousands):

September 30, 2025 December 31, 2024

As of March 31, 2026, we were in compliance with these covenants.

The following table presents total debt under the 2022 Credit Agreement and the LSA (together, “the Credit Facilities”) (in thousands):

March 31, 2026 December 31, 2025

Current portion of long-term debt

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583,400 427,000

LSA (weighted average interest rate of 5.09 % at September 30, 2025)

LSA (weighted average interest rate of 4.50 % at March 31, 2026)

286,200 325,000

Total long-term debt, net of current portion 869,600 752,000

Total debt $ 878,200 $ 752,000

(1) As of September 30, 2025, our outstanding revolving credit loan balance under the 2022 Credit Agreement consisted of:

(1) As of March 31, 2026, our outstanding revolving credit loan balance under the 2022 Credit Agreement consisted of:

• $ 217.0 million at a weighted average variable interest rate of 5.39 %;

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• $ 60.0 million which is effectively fixed at 5.27 % with interest rate swap agreements through July 2028 .

Our total available borrowing capacity was $ 644.1 million as of September 30, 2025, consisting of $ 644.1 million under the 2022 Credit Agreement after considering $ 5.9 million in stand-by letters of credit under which we are obligated.

As of September 30, 2025, no borrowing capacity was available under the LSA.

Our total available borrowing capacity was $ 451.1 million as of March 31, 2026, consisting of $ 450.9 million under the 2022 Credit Agreement after considering $ 32.1 million in stand-by letters of credit under which we are obligated, and $ 0.2 million under the LSA.

Availability under the LSA is calculated as follows (in thousands):

September 30, 2025

March 31, 2026

Borrowing base, based on eligible receivables $ 286,371

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Availability under LSA $ 171

During October 2025, subsequent to entering into the LSA amendment, we borrowed an additional $ 25.0 million under our LSA and we repaid $ 10.0 million on our revolving line of credit.

For information regarding the fair value of our debt, see Note 5 – Fair Value.

At September 30, 2025, the aggregate maturities of future debt principal payments are as follows (in thousands):

For information regarding the fair value of our debt and interest rate swaps, see Note 7 – Fair Value.

At March 31, 2026, the aggregate maturities of future debt principal payments under the Credit Facilities are as follows (in thousands):

2026 (remaining) $ 8,600

Total $ 878,200

(8) Income Taxes

On July 4, 2025, the United States enacted a budget reconciliation package known as the One Big Beautiful Bill Act (“OBBBA”), which includes significant provisions such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 and the restoration of favorable tax treatments for certain business provisions.

ASC 740, Income Taxes , requires entities to recognize the effects of new income tax legislation on deferred tax balances in the reporting period in which the legislation is enacted.

We recorded the effects of the OBBBA on deferred tax balances during the third quarter ended September 30, 2025.

The new legislation did not have a material effect on our results of operations and financial condition but it did have a favorable impact on our cash flows for the nine months ended September 30, 2025, resulting from the reinstatement of 100% bonus depreciation for qualified property.

Our effective income tax rate for the nine months ended September 30, 2025 and 2024 was 48.2 % and 26.7 %, respectively.

The provision for income taxes for the nine months ended September 30, 2025 was higher than the same period of 2024 due to return to provision adjustments of $ 4.7 million related to changes in deferred tax assets and liabilities for certain acquired entities and a subsidiary located in Mexico.

These return to provision adjustments had an unfavorable impact on our earnings and effective income tax rate for the nine months ended September 30, 2025 of $ 0.08 per share and 19 %, respectively.

(10) COMMITMENTS AND CONTINGENCIES

We have committed to property and equipment purchases of approximately $ 82.1 million at September 30, 2025 .

We are involved in certain claims and pending litigation, including those described herein, arising in the ordinary course of business.

We have committed to property and equipment purchases of approximately $ 18.1 million at March 31, 2026 .

We are involved in certain claims and pending litigation, including the litigation 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.

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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.

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 during the three months ended June 30, 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 condensed 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.

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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 condensed balance sheet as of September 30, 2025, and as an expense in salaries, wages and benefits on the consolidated statements of income for the three and nine months ended September 30, 2025.

The Court entered preliminary approval February 5, 2026.

The settlement is still subject to court final approval.

A liability balance of $ 17.7 million and $ 18.0 million for this agreement is included in other current liabilities on the consolidated condensed balance sheets as of March 31, 2026 and December 31, 2025, respectively.

(11) RESTRUCTURING AND IMPAIRMENT COSTS

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 focused on eliminating underperforming business.

We believe this restructuring reflects the necessary steps to rationalize our assets and business model for future margin expansion.

The following table summarizes activity in our restructuring liability during the three months ended March 31, 2026, which is included in other current liabilities on the consolidated condensed balance sheets (in thousands):

Other Revenue Equipment Costs

Restructuring liability balance, December 31, 2025

Costs paid or otherwise settled ( 1,627 )

Restructuring liability balance, March 31, 2026

The following table summarizes the cumulative amount of restructuring and impairment costs incurred as of March 31, 2026 related to the restructuring of our One-Way Truckload business (in thousands):

Financial Statement Classification Intangible Asset Impairment Revenue Equipment Impairment Other Revenue Equipment Costs Current Assets (1)

Restructuring and impairment (2)

$ 21,735 $ 14,360 $ 6,643 $ 1,487 $ 44,225

(1) Costs relating to the removal of prepaid expenses, inventory, and other current assets.

(2) Cumulative costs to date were incurred during the year ended December 31, 2025.

These costs are recorded in our One-Way Truckload operating 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.

(12) EARNINGS (LOSS) 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.

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 three months ended September 30, 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 three months ended September 30, 2025, were 180 shares.

There are no differences in the numerators of our computations of basic and diluted earnings (loss) per share for any periods presented.

The computation of basic and diluted earnings (loss) per share is shown below (in thousands, except per share amounts).

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

Since the Company had a net loss for the three months ended March 31, 2026 and 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 three months ended March 31, 2026 and 2025, were 244,155 shares and 182,605 shares, respectively.

There are no differences in the numerators of our computations of basic and diluted loss per share for any periods presented.

The computation of basic and diluted loss per share is shown below (in thousands, except per share amounts).

Three Months Ended March 31,

Net loss attributable to Werner

$ ( 4,262 ) $ ( 10,098 )

Net income (loss) attributable to Werner $ ( 20,575 ) $ 6,565 $ 13,389 $ 22,342

Weighted average common shares outstanding 59,910 61,890

Dilutive effect of stock-based awards — —

Shares used in computing diluted earnings (loss) per share 59,830 62,022 61,015 62,862

Basic earnings (loss) per share $ ( 0.34 ) $ 0.11 $ 0.22 $ 0.36

Diluted earnings (loss) per share $ ( 0.34 ) $ 0.11 $ 0.22 $ 0.36

Shares used in computing diluted loss per share

59,910 61,890

Basic loss per share

$ ( 0.07 ) $ ( 0.16 )

Diluted loss per share

$ ( 0.07 ) $ ( 0.16 )

(13) SEGMENT INFORMATION

We have two reportable segments – Truckload Transportation Services (“TTS”) and Werner Logistics.

We have two reportable segments – TTS and Werner Logistics.

The TTS reportable segment consists of two operating segments, Dedicated and One-Way Truckload.

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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.

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.

The following tables summarize our segment information (in thousands):

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

Truckload Transportation Services Werner Logistics Total

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Other operating loss (1)

Consolidated operating loss $ ( 13,021 )

Three Months Ended September 30, 2024

Truckload Transportation Services Werner Logistics Total

Revenues from external customers $ 519,555 $ 206,774 $ 726,329

Inter-segment revenues 3,248 — 3,248

Reportable segment revenues 522,803 206,774 729,577

Reconciliation of revenues:

Other revenues (1)

Elimination of inter-segment revenues ( 3,248 )

Consolidated revenues $ 745,701

Less operating expenses:

Salaries, wages and benefits 230,330 20,347 250,677

Fuel 64,225 370 64,595

Supplies and maintenance 52,097 2,685 54,782

Taxes and licenses 23,138 246 23,384

Insurance and claims 27,292 174 27,466

Depreciation and amortization 64,351 3,862 68,213

Rent and purchased transportation 35,853 177,836 213,689

Communications and utilities 3,504 456 3,960

Gains on sales of property and equipment ( 3,112 ) ( 281 ) ( 3,393 )

Other segment items (5)

3,518 1,424 4,942

Reportable segment operating expenses 501,196 207,119 708,315

Reportable segment operating income (loss) $ 21,607 $ ( 345 ) $ 21,262

Reconciliation of operating income:

Other operating loss (1)

Consolidated operating income $ 3,995

Nine Months Ended September 30, 2025

Truckload Transportation Services Werner Logistics Total

Revenues from external customers $ 1,530,333 $ 649,320 $ 2,179,653

Inter-segment revenues 8,975 — 8,975

Reportable segment revenues 1,539,308 649,320 2,188,628

Reconciliation of revenues:

Other revenues (1)

Elimination of inter-segment revenues ( 8,975 )

Consolidated revenues $ 2,236,761

Less operating expenses:

Salaries, wages and benefits (3)

686,566 54,085 740,651

Fuel 185,595 1,033 186,628

Supplies and maintenance 161,709 8,743 170,452

Taxes and licenses 67,451 669 68,120

Insurance and claims (4)

72,014 2,446 74,460

Depreciation and amortization 194,499 11,815 206,314

Rent and purchased transportation 117,560 561,115 678,675

Communications and utilities 10,167 827 10,994

Gains on sales of property and equipment ( 14,310 ) ( 916 ) ( 15,226 )

Other segment items (5)

8,716 2,636 11,352

Reportable segment operating expenses 1,489,967 642,453 2,132,420

Reportable segment operating income $ 49,341 $ 6,867 $ 56,208

Reconciliation of operating income:

Other operating loss (1)

Consolidated operating income $ 47,468

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Truckload Transportation Services Werner Logistics Total

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Reportable segment operating expenses 502,791 196,033 698,824

Reportable segment operating income (loss) $ 63,445 $ ( 2,124 ) $ 61,321

Reconciliation of operating income:

Reportable segment operating loss $ ( 916 ) $ ( 475 ) $ ( 1,391 )

Reconciliation of operating loss:

Other operating loss (1)

Consolidated operating income $ 52,794

Consolidated operating loss $ ( 5,832 )

(1) Revenues and operating income or loss from segments below the quantitative thresholds for determining reportable segments.

2 unchanged sentences

Inter-segment expenses are included within the amounts shown.

(3) During the three and nine months ended September 30, 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.

For additional information regarding legal proceedings, see Note 9 – Commitments and Contingencies.

During the nine months ended September 30, 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 the nine months ended September 30, 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 9 – Commitments and Contingencies.

(3) Other segment items for each reportable segment primarily includes costs for professional services.

During the three months ended September 30, 2025, the TTS segment incurred legal fees of $ 3.4 million related to the Abarca et al.

Werner litigation discussed above .

During the nine months ended September 30, 2025, other segment items for the TTS segment were partially offset by a net favorable change of $ 7.8 million to the contingent earnout liability related to the Baylor Trucking, Inc.

For additional information regarding this contingent consideration arrangement, see Note 5 – Fair Value.

(12) Subsequent Events

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.

During October 2025, subsequent to entering into this amendment, we borrowed an additional $ 25.0 million

under our LSA and we repaid $ 10.0 million on our revolving line of credit.

For additional information regarding our credit facilities, see Note 7 – Debt and Credit Facilities.

In October 2025, we reached an agreement with the plaintiffs in the consolidated class action lawsuits entitled Abarca et al.

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 settlement is subject to court approval.

The cases involved a variety of allegations brought by a small group of drivers and later certified as a class action with tens of thousands of class members, covering the years from mid-2010 to late 2023.

For additional information regarding legal proceedings, see Note 9 – Commitments and Contingencies.

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

What changed 10-Q

Item 1. Financial Statements