What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-11-07 · 138 added, 205 removed, 177 unchanged (66% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) summarizes the financial statements from management’s perspective with respect to our financial condition, results of operations, liquidity and other factors that may affect actual results.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) summarizes the financial statements from management’s perspective with respect to our financial condition, results of operations, liquidity and other factors that may affect actual results.

The MD&A is organized in the following sections:

• FirstFleet Acquisition

• Results of Operations

3 unchanged sentences

The MD&A should be read in conjunction with our 2025 Form 10-K.

FirstFleet Acquisition:

On January 27, 2026, we acquired 100% of the equity interests of FirstFleet, headquartered in Murfreesboro, Tennessee, for $245.0 million, which includes a maximum $35.0 million earnout based on gross revenue net of fuel surcharge for the period April 1, 2026, through March 31, 2027, and a $5.9 million deferred transaction bonus payout.

Under a separate agreement, we also acquired real estate properties from FirstFleet for $37.8 million.

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.

We funded these transactions using cash on hand and our existing revolving credit facility, in addition to assuming $57.2 million of finance lease liabilities.

Additional information regarding the FirstFleet acquisition is included in Note 2 in the Notes to Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.

We have two reportable segments, TTS and Werner Logistics, and we operate in the truckload and logistics sectors of the transportation industry.

19 unchanged sentences

and associate health claims (supplemented by premium-based insurance coverage above certain dollar levels).

For that reason, our financial results may also be affected by driver safety, medical costs, weather, legal and regulatory environments and insurance coverage costs to protect against catastrophic losses.

For that reason,

our financial results may also be affected by driver safety, medical costs, weather, legal and regulatory environments and insurance coverage costs to protect against catastrophic losses.

The operating ratio is a common industry measure used to evaluate our profitability and that of our TTS segment operating fleets.

The operating ratio consists of operating expenses expressed as a percentage of operating revenues.

The most significant

variable expenses that impact the TTS segment are driver salaries and benefits, fuel, fuel taxes (included in taxes and licenses expense), payments to independent contractors (included in rent and purchased transportation expense), supplies and maintenance and insurance and claims.

As discussed further in the comparison of operating results for third quarter 2025 to third quarter 2024, several industry-wide issues have caused, and could continue to cause, costs to increase in future periods.

The most significant variable expenses that impact the TTS segment are driver salaries and benefits, fuel, fuel taxes (included in taxes and licenses expense), payments to independent contractors (included in rent and purchased transportation expense), supplies and maintenance and insurance and claims.

As discussed further in the comparison of operating results for first quarter 2026 to first quarter 2025, several industry-wide issues have caused, and could continue to cause, costs to increase in future periods.

These issues include shortages of drivers or independent contractors, changing fuel prices, changing used truck and trailer pricing, compliance with new or proposed regulations and tightening of the commercial truck liability insurance market.

13 unchanged sentences

Three Months Ended (3ME)

September 30, Nine Months Ended (9ME)

September 30, Percentage Change in Dollar Amounts

2025 2024 2025 2024 3ME 9ME

March 31, Percentage

2026 2025 3ME

(in thousands) $ % $ % %

13 unchanged sentences

Total other expense, net 9,937 1.2 7,556 1.1 31.5

Income (loss) before income taxes (21,905) (2.8) 8,544 1.2 23,797 1.1 29,990 1.3 (356.4) (20.7)

Income tax expense (benefit) (822) (0.1) 2,004 0.3 11,479 0.5 8,002 0.3 (141.0) 43.5

Net income (loss) (21,083) (2.7) 6,540 0.9 12,318 0.6 21,988 1.0 (422.4) (44.0)

Loss before income taxes (5,942) (0.7) (13,388) (1.9) 55.6

Income tax benefit (1,481) (0.1) (3,167) (0.5) 53.2

Net loss (4,461) (0.6) (10,221) (1.4) 56.4

Net loss attributable to noncontrolling interest 199 0.1 123 — 61.8

Net income (loss) attributable to Werner $ (20,575) (2.7) $ 6,565 0.9 $ 13,389 0.6 $ 22,342 1.0 (413.4) (40.1)

Net loss attributable to Werner $ (4,262) (0.5) $ (10,098) (1.4) 57.8

The following tables set forth the operating revenues, operating expenses and operating income (loss) for the TTS segment and certain statistical data regarding our TTS segment operations, as well as statistical data for One-Way Truckload and Dedicated operations within TTS.

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

TTS segment (in thousands) $ % $ %

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

TTS segment 2025 2024 % Change 2025 2024 % Change

TTS segment 2026 2025 % Change

Average tractors in service 8,454 7,415 14.0 %

14 unchanged sentences

Average % change in revenues per total mile (1)

0.4 % 0.3 % 1.2 % (1.2) %

Average % change in total miles per tractor per week 5.7 % (3.5) %

6 unchanged sentences

(1) Net of fuel surcharge revenues.

The following tables set forth the Werner Logistics segment’s revenues, purchased transportation expense, other operating expenses (primarily salaries, wages and benefits expense), total operating expenses, and operating income (loss), as well as certain statistical data regarding the Werner Logistics segment.

The following tables set forth the Werner Logistics segment’s revenues, purchased transportation expense, other operating expenses (primarily salaries, wages and benefits expense), total operating expenses, and operating loss, as well as certain statistical data regarding the Werner Logistics segment.

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Werner Logistics segment (in thousands) $ % $ %

4 unchanged sentences

Total operating expenses 197,841 101.0 196,033 100.2

Operating income (loss) $ 3,014 1.3 $ (345) (0.2) $ 6,867 1.1 $ (2,124) (0.3)

Operating loss $ (2,005) (1.0) $ (475) (0.2)

Three Months Ended

September 30, Nine Months Ended

September 30,

Werner Logistics segment 2025 2024 % Change 2025 2024 % Change

Werner Logistics segment 2026 2025 % Change

Average tractors in service 26 20 30.0 %

2 unchanged sentences

Total containers (at quarter end) 375 200 87.5 %

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Operating Revenues and Operating Profitability

Operating reve nues increased 3.5% for the three months ended September 30, 2025, comp ared to the same period of the prior year.

When comparing third quarter 2025 to third quarter 2024, TTS segment reven ues decreased $3.0 million, or 0.6%, and Werner Logistics revenues increased $25.8 million, or 12.5%.

We had an operating loss of $13.0 million in third quarter 2025 compared to $17.6 million operating income in third quarter 2024, and our operating margin percentage decreased to (1.7)% in third quarter 2025 from 2.4% in third quarter 2024.

TTS segment had an operating loss of $13.8 million in third quarter 2025 compared to $21.6 million operating income in third quarter 2024, and its operating margin percentage decreased to (2.7)% in third quarter 2025 from 4.1% in third quarter 2024.

Our third quarter 2025 consolidated and TTS segment operating results were negatively impacted by an $18.0 million litigation settlement agreement and $3.4 million of related legal fees.

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.

An accrual for this settlement was recorded as of September 30, 2025.

The settlement is subject to court approval (see Note 9 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding legal proceedings).

Werner Logistics had operating income $3.0 million in third quarter 2025 compared to an operating loss of $0.3 million in third quarter 2024, and its operating margin percentage increased to 1.3% in third quarter 2025 from (0.2)% in third quarter 2024.

The increase in Werner Logistics operating margin was pressured during third quarter 2025, as the conclusion of higher margin project work was replaced with contractual business.

Dedicated retention and pipeline remains strong, as we are continuing to see steady momentum in adding new business.

Overall demand was below normal seasonality for most of the third quarter 2025, however we did see improvement in One-Way Truckload demand through September and October 2025.

The 2025 peak season shipments are projected to be lower while 2025 peak revenue per shipment is expected to be flat compared to 2024.

Spot freight rates, which have trended positively recently in late September and into October 2025, continue an upward trend which is consistent with normal seasonality.

Industry capacity has continued to contract following recent regulatory and enforcement actions related to non-domiciled commercial driver's licenses (“CDLs”), B1 Visas, and English Language Proficiency standards.

As challenging operating conditions continue, we are also seeing an increase in bankruptcies in the trucking industry further limiting capacity.

Trucking revenues, net of fuel surcharge, increased 0.5% in third quart er 2025 compared to third quarter 2024 due to a 1.2% increase in the average number of tractors in service.

TTS average revenues per tractor per week, net of fuel surcharge, decreased 0.7%, due primarily to a 4.7% decrease in One-Way Truckload average total miles per tractor per week, partially offset by a 0.4% increase in One-Way Truckload revenues per total mile, net of fuel surcharge.

One-Way Truckload average tractors in service increased 1.3%.

We expect One-Way Truckload fleet average revenues per total mile, net of fuel surcharge, to decrease 1% or increase up to 1% in fourth quarter 2025 compared to fourth quarter 2024.

Although One-Way Truckload average total miles per tractor per week decreased in third quarter 2025, we believe this decrease is temporary as One-Way

Truckload production has been recovering throughout October 2025.

Despite inefficiencies from new Dedicated fleet startups during third quarter 2025, Dedicated average revenues per tractor per week, net of fuel surcharge, increased 1.3%.

We have observed that it often takes 90 days or more before new fleets meet targeted levels.

We expect Dedicated average revenues per tractor per week, net of fuel surcharge, will remain flat or increase up to 1.5% in 2025 compared to 2024.

The average number of tractors in service in the TTS segment increased 1.2% to 7,503 in third qu arter 2025 from 7,414 in third quarter 2024.

W e ended third quarter 2025 and 2024 w ith 7,445 tractors in the TTS segment, flat year-over-year, and a sequential decrease of 100 tractors compared to the end of the second quarter 2025.

Within TTS, Dedicated ended third quarter 2025 with 4,965 tractors (or 67% of our total TTS segment fleet) compared to 4,905 tractors (or 66%) a year ago.

We are lowering our expectation for our TTS segment fleet size at the end of 2025 to decrease 2% or remain flat when compared to the fleet size at the end of 2024.

Implementations of new fleets in Dedicated remain ongoing, and over the remainder of 2025, One-Way Truckload fleet is expected to further decline.

Operating reve nues increased 13.6% for the three months ended March 31, 2026, comp ared to the same period of the prior year.

When comparing first quarter 2026 to first quarter 2025, TTS segment reven ues increased $92.4 million, or 18.4%, and Werner Logistics revenues increased $0.3 million, or flat year over year.

We had operating income of $4.0 million in first quarter 2026 compared to an operating loss of $5.8 million in first quarter 2025, and our operating margin percentage increased to 0.5% in first quarter 2026 from (0.8)% in first quarter 2025.

TTS segment had operating income of $13.9 million in first quarter 2026 compared to an operating loss of $0.9 million in first quarter 2025, and its operating margin percentage increased to 2.3% in first quarter 2026 from (0.2)% in first quarter 2025.

Year over year, our consolidated and TTS segment operating results were positively impacted by lower insurance and claims expense for our legacy business (not including FirstFleet), the addition of FirstFleet operating results, profitability in One-Way Truckload, and higher gains from the sale of used equipment.

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.

Our restructuring actions are complete and we anticipate additional recognized benefits from these efforts as we realize a full quarter impact of these actions in the second quarter 2026.

Werner Logistics had an operating loss of $2.0 million in first quarter 2026 compared to an operating loss of $0.5 million in first quarter 2025, and its operating margin percentage decreased to (1.0)% in first quarter 2026 from (0.2)% in first quarter 2025.

Truckload Logistics operating margin was pressured during first quarter 2026, as higher spot freight rates drove an increase in purchased transportation costs, which accelerated more rapidly than sell-side rate renewals with our customers.

We believe the margin pressure is mostly transitory as contract rates are reset.

In January 2026, we expanded our Dedicated offering through the acquisition of FirstFleet, adding scale, density and exposure to more resilient customer verticals, including grocery and food & beverage.

At the same time, we also restructured our One-Way Truckload business to create a more balanced and higher-producing network to deliver improved profitability.

We are also noticing strong momentum in Werner Logistics, Intermodal and Final Mile.

As a result, we believe we are better positioned to capitalize on an improved market.

Industry capacity has continued to contract driven by regulatory enforcement actions related to non-domiciled commercial driver's licenses (“CDLs”), B1 Visas, and English Language Proficiency standards.

As challenging operating conditions continue, carrier bankruptcies in the trucking industry further limit capacity.

Spot freight rates remained elevated during the first quarter 2026 and throughout April 2026, defying seasonal norms.

We expect seasonal improvement in spot freight rates throughout the year as capacity attrition continues.

In the TTS segment, trucking revenues, net of fuel surcharge, increased 17.4% in first quart er 2026 compared to first quarter 2025 due t o a 14.0% increase in the average number of tractors in service and a 2.9% increase in average revenues per tractor per week, net of fuel surcharge.

The TTS segment average number of tractors in service increase was due primarily to a 32.4% increase in Dedicated average tractors in service, which was mostly due to the addition of FirstFleet, partially offset by a 19.4% decrease in One-Way Truckload average tractors in service as a result of our One-Way Truckload restructuring plan.

The result of our One-Way Truckload restructuring is showing early gains, with first quarter 2026 One-Way Truckload average total miles per tractor per week up 5.7% over prior year despite disruption from winter storms, and One-Way Truckload revenues per total mile, net of fuel surcharge increasing 3.6%.

Execution of these initiatives led to One-Way Truckload average revenues per tractor per week, net of fuel surcharge increasing 9.6%, reflecting the combined effect of our restructuring and pricing actions.

We expect One-Way Truckload fleet average revenues per total mile, net of fuel surcharge, to increase 1% to 4% in second quarter 2026 compared to second quarter 2025.

The increase in TTS average revenues per tractor per week, net of fuel surcharge was also due to a 0.8% increase in Dedicated average revenues per tractor per week, net of fuel surcharge.

We are updating our full-year 2026 guidance for Dedicated average revenues per tractor per week, net of fuel surcharge, from a range of a decrease of 1% to an increase up to 2%, to be flat or increase up to 3%, as we have been successful in securing price increases in contract renewals for our Dedicated business.

The average number of tractors in service in the TTS segment increased 14.0% to 8,454 in first qu arter 2026 from 7,415 in first quarter 2025.

W e ende d first quarter 2026 w ith 9,040 tractors in the TTS segment, an increase of 1,600 tractors compared to the end of first quarter 2025, and a sequential increase of 1,940 tractors compared to the end of the fourth quarter 2025.

Within TTS, Dedicated ended first quarter 2026 with 7,080 tractors (or 78% of our total TTS segment fleet) compared to 4,835 tractors (or 65%) a year ago.

We continue to expect our full-year 2026 TTS average tractors in service to increase in a range of 23% to 28% when compared to 2025.

The Dedicated pipeline is strong and we expect truck growth in the TTS segment as the year progresses.

We cannot predict whether future driver shortages, if any, would have a further adverse effect on our fleet size.

If such a driver market shortage were to occur, it could result in further fleet size reductions, and our results of operations could be adversely affected.

Trucking fuel surcharge revenues decreased 5.2% to $59.5 million in third quarter 2025 from $62.7 million in third quarter 2024 due primarily to the impact of 7.4 million fewer company tractor miles, partially offset by higher average diesel fuel prices in third quarter 2025.

These revenues represent collections from customers for the increase in fuel and fuel-related expenses, including the fuel component of our independent contractor cost (recorded as rent and purchased transportation expense) and fuel taxes (recorded in taxes and licenses expense), when diesel fuel prices rise.

Trucking fuel surcharge revenues increased 36.1% to $78.5 million in first quarter 2026 from $57.6 million in first quarter 2025 due primarily to the impact of 17.6 million more company tractor miles and higher average diesel fuel prices in first quarter 2026.

These revenues represent collections from customers for the increase in fuel and fuel-related expenses, including the fuel

component of our independent contractor cost (recorded as rent and purchased transportation expense) and fuel taxes (recorded in taxes and licenses expense), when diesel fuel prices rise.

Conversely, when fuel prices decrease, fuel surcharge revenues decrease.

7 unchanged sentences

Werner Logistics revenues are generated by its three divisions.

Werner Logistics recorded revenue and brokered freight expense of $0.2 million in third quarter 2025 and $3.2 million in third quarter 2024 for certain shipments performed by the TTS segment (also recorded as trucking revenue by the TTS segment), and these transactions between reporting segments are eliminated in consolidation.

In third quarter 2025, Werner Logistics revenues increased $25.8 million, or 12.5%, compared to third quarter 2024.

Truckload Logistics revenues (75% of total Werner Logistics segment revenues) increased $19.8 million, or 13%, in third quarter 2025, driven by a 12% increase in shipments.

The Power Only solution, which utilizes third-party carriers who provide only a driver and a tractor, represented a growing portion of Truckload Logistics operations in third quarter 2025.

Power Only revenues increased 26% while traditional brokerage recorded mid-single digit revenue growth in third quarter 2025 compared to third quarter 2024.

Truckload Logistics volume in October has weakened and margins have been pressured as purchased transportation costs have increased.

Intermodal revenues (15% of total Werner Logistics segment revenues) increased $6.4 million, or 23%, in third quarter 2025, due to a 22% increase in shipments and relatively stable revenue per shipment.

Final Mile revenues (10% of total Werner Logistics segment revenues) decreased $0.3 million, or 1%, in third quarter 2025, but increased 4% sequentially.

Werner Logistics recorded revenue and brokered freight expense of $0.1 million in first quarter 2026 and $4.1 million in first quarter 2025 for certain shipments performed by the TTS segment (also recorded as trucking revenue by the TTS segment), and these transactions between reporting segments are eliminated in consolidation.

In first quarter 2026, Werner Logistics revenues increased $0.3 million, or flat compared to first quarter 2025.

Truckload Logistics revenues (72% of total Werner Logistics segment revenues) decreased $6.5 million, or 4%, in first quarter 2026, driven by a decrease in shipments of 9%, partially offset by a 5% increase in revenue per shipment.

The revenue per load improvement from disciplined pricing and load acceptance was more than offset by higher purchased transportation costs.

Intermodal revenues (17% of total Werner Logistics segment revenues) increased $5.1 million, or 18%, due to 22% more shipments, partially offset by a 3% decline in revenue per shipment.

Final Mile revenues (11% of total Werner Logistics segment revenues) increased $1.7 million, or 8%, in first quarter 2026, and decreased 7% sequentially.

Operating Expenses

Our operating ratio (operati ng expenses expressed as a percentage of ope rating revenues) was 101.7% in third quarter 2025 compared to 97.6% in third quarter 2024.

Our operating ratio (operati ng expenses expressed as a percentage of ope rating revenues) was 99.5% in first quarter 2026 compared to 100.8% in first quarter 2025.

Expense items that impacted the overall operating ratio are described on the following pages.

The tables on pages 26 through 27 show the consolidated statements of income in dollars and as a percentage of total operating revenues and the percentage increase or decrease in the dollar amounts of those items compared to the same period of the prior year, as well as the operating ratios, operating margins, and certain statistical information for our two reportable segments, TTS and Werner Logistics.

Salaries, wages and benefits increased $10.4 million or 4.0% in third quarter 2025 compared to third quarter 2024 and increased 0.2% as a percentage of operating revenues.

The higher dollar amount of salaries, wages and benefits expense in the third quarter of 2025 was due primarily to the impact of an $18.0 million litigation settlement agreement discussed above, partially offset by the impact of 7.4 million fewer company tractor miles and decreased non-driver pay.

The $18.0 million litigation settlement is included in our TTS segment.

The decrease in non-driver pay was due primarily to a smaller average number of non-driver employees.

Non-driver salaries, wages and benefits in our non-trucking Werner Logistics segment decreased 10% in third quarter 2025 compared to third quarter 2024.

Salaries, wages and benefits increased $36.4 million, or 15.0%, in first quarter 2026 compared to first quarter 2025, and increased 0.4% as a percentage of operating revenues.

The higher dollar amount of salaries, wages and benefits expense in the first quarter of 2026 was due primarily to increased driver and non-driver pay, the impact of 17.6 million more company tractor miles, and higher benefit costs.

The increase in non-driver and driver pay was due primarily to a higher average number of non-driver and driver employees.

These increases were mostly due to the impact of the FirstFleet acquisition.

Non-driver salaries, wages and benefits in our non-trucking Werner Logistics segment increased 5% in first quarter 2026 compared to first quarter 2025.

We renewed our workers’ compensation insurance coverage on April 1, 2026.

Our coverage levels are the same as the prior policy year.

We continue to maintain a self-insurance retention of $2.0 million per claim.

Our workers’ compensation insurance premiums for the policy year beginning April 2025 are $0.1 million lower than the previous policy year.

While we currently believe the driver recruiting and retention market may be less difficult in the near term, a competitive driver market presents labor challenges for customers and carriers alike.

We maintain a self-insurance retention of up to $2.0 million per claim.

Our workers’ compensation insurance premiums for the policy year beginning April 2026 are $0.6 million higher than the previous policy year due to the FirstFleet acquisition.

We anticipate a tightening market for high-quality drivers.

A competitive driver market presents labor challenges for customers and carriers alike.

Several factors impacting the driver market include a declining number of, and increased competition for, driver training school graduates, aging truck driver demographics and increased truck safety regulations.

2 unchanged sentences

If such a driver shortage were to occur and driver pay rate increases became necessary to attract and retain drivers, our results of operations would be negatively impacted to the extent that we could not obtain corresponding freight rate increases.

Fuel decreased $0.8 million or 1.3% in third quarter 2025 compared to third quarter 2024 and decreased 0.4% as a percentage of operating revenues, due to the impact of 7.4 million fewer company tractor miles, partially offset by higher average diesel fuel prices in third quarter 2025.

Average diesel fuel prices were 5 cents per gallon higher in third quarter 2025 than in third quarter 2024 and were 19 cents per gallon higher than in second quarter 2025.

Fuel increased $19.4 million, or 30.7%, in first quarter 2026 compared to first quarter 2025, and increased 1.3% as a percentage of operating revenues, due to the impact of 17.6 million more company tractor miles and higher average diesel fuel prices in first quarter 2026.

Average diesel fuel prices were 46 cents per gallon higher in first quarter 2026 than in first quarter 2025, and were 50 cents per gallon higher than in fourth quarter 2025.

We continue to employ measures to improve our fuel mpg such as (i) limiting tractor engine idle time by installing auxiliary power units, (ii) optimizing the speed, weight and specifications of our equipment and (iii) implementing mpg-enhancing equipment changes to our fleet including new tractors, more aerodynamic tractor features, idle reduction systems, trailer tire inflation systems, trailer skirts and automated manual transmissions to reduce our fuel gallons purchased.

3 unchanged sentences

The SmartWay Transport Partnership is a national voluntary program developed by the EPA and freight industry representatives to reduce greenhouse gases and air pollution and promote cleaner, more efficient ground freight transportation.

For October 2025, the average diesel fuel price per gallon was 5 cents higher than the average diesel fuel price per gallon in October 2024 and 8 cents higher than in fourth quarter 2024.

For April 2026, the average diesel fuel price per gallon was $1.87 higher than the average diesel fuel price per gallon in April 2025, and $1.85 higher than in second quarter 2025.

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

We are unable to predict whether fuel price levels will increase or decrease in the future or the extent to which fuel surcharges will be collected from customers.

As of September 30, 2025, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

Supplies and maintenance increased $3.9 million or 6.4% in third quarter 2025 compared to third quarter 2024 and increased 0.3% as a percentage of operating revenues.

Supplies and maintenance expense increased due primarily to higher costs for tires, tolls, over-the-road trailer maintenance, and driver and placement driver-related costs such as driver advertising and lodging.

These increases were partially offset by lower costs for over-the-road tractor maintenance and the impact of 7.4 million fewer company tractor miles in third quarter 2025.

Taxes and licenses decreased $0.4 million or 1.6% in third quarter 2025 compared to third quarter 2024 and decreased 0.2% as a percentage of operating revenues due primarily to lower costs for fuel taxes.

The decrease in fuel tax expense in the third quarter of 2025 was impacted by 7.4 million fewer company tractor miles.

Insurance and claims increased $10.4 million or 37.5% in third quarter 2025 compared to third quarter 2024 and increased 1.2% as a percentage of operating revenues.

We had higher expense for small dollar liability claims, resulting primarily from higher expense for new claims and a lower amount of favorable reserve development.

Our expense for large dollar liability claims was also higher, primarily due to a higher amount of unfavorable reserve development, partially offset by lower expense for new claims.

The expense for new claims was impacted by increased cost per claim in third quarter 2025 compared to the same period in 2024.

We also incurred insurance and claims expense of $1.5 million for third quarter of the prior year for accrued interest related to the adverse jury verdict rendered on May 17, 2018.

As of March 31, 2026, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

Supplies and maintenance increased $7.8 million, or 12.9%, in first quarter 2026 compared to first quarter 2025, and was flat as a percentage of operating revenues.

The expense increase was driven by an increase in over-the-road tractor and trailer maintenance, higher tolls costs, and the impact of 17.6 million more company tractor miles in first quarter 2026, resulting primarily from the FirstFleet acquisition.

Insurance and claims decreased $1.8 million, or 4.2%, in first quarter 2026 compared to first quarter 2025, and decreased 1.0% as a percentage of operating revenues.

We had lower expense for small dollar liability claims, resulting primarily from lower expense for new claims and favorable reserve development in first quarter 2026 compared to unfavorable reserve development in first quarter 2025.

Our expense for large dollar liability claims was also lower, due primarily to a lower amount of unfavorable reserve development and lower expense for new claims.

The expense for new claims was impacted by decreased cost per claim in first quarter 2026 compared to the same period in 2025.

We also incurred insurance and claims expense of $1.5 million for first quarter of the prior year for accrued interest related to the adverse jury verdict rendered on May 17, 2018.

We continued to accrue pre-tax insurance and claims expense for interest at $0.5 million per month (excluding months where the plaintiffs requested an extension of time to respond to our petition for review) until our appeal was finalized in second quarter 2025.

The impact of these decreases was partially offset by the addition of insurance and claims expense in connection with the FirstFleet acquisition in January 2026.

The majority of our insurance and claims expense results from our claim experience and claim development under our self-insurance program;

the remainder results from insurance premiums for claims in excess of our self-insured limits.

We believe our elevated insurance and claims expense is a

reflection of the ongoing unprecedented rise in verdicts and litigation settlements across the industry, particularly for larger carriers.

We believe our elevated insurance and claims expense is generally a reflection of the ongoing unprecedented rise in verdicts and litigation settlements across the industry, particularly for larger carriers.

We ren ewed 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.

2 unchanged sentences

Our liability insurance premiums for the policy year that began August 1, 2025 are slightly higher than premiums for the previous policy year.

Depreciation and amortization expense increased $0.6 million or 0.8% in third quarter 2025 compared to third quarter 2024 and decreased 0.2% as a percentage of operating revenues due primarily to an increase in depreciation of trailers, as we incurred higher costs for recent specialty trailer purchases.

The increase was partially offset by a decrease in technology equipment depreciation as we continue to transition to more cloud-based technology solutions.

The average age of our tractor fleet remains low by industry standards and was 2.5 years as of September 30, 2025, and the average age of our trailers was 5.5 years.

Depreciation and amortization expense increased $6.1 million, or 8.8%, in first quarter 2026 compared to first quarter 2025, and decreased 0.4% as a percentage of operating revenues due primarily to depreciation and amortization of tangible and intangible assets recorded in the FirstFleet acquisition.

These increases were partially offset by lower intangible amortization driven by a restructuring of our One-Way Truckload operating segment during the fourth quarter 2025 that impaired certain customer relationships and trade names.

The average age of our tractor fleet remains low by industry standards and was 2.9 years as of March 31, 2026, and the average age of our trailers was 6.3 years.

We are continuing to invest in new tractors and trailers, technology, and our terminal network in 2026 to improve our driver experience, increase operational efficiency and more effectively manage our maintenance, safety and fuel costs.

Rent and purchased transportation expense increased $31.4 million or 14.9% in third quarter 2025 compared to third quarter 2024, and increased 3.1% as a percentage of operating revenues.

Rent and purchased transportation expense increased $15.0 million, or 7.3%, in first quarter 2026 compared to first quarter 2025, and decreased 1.6% as a percentage of operating revenues.

Rent and purchased transportation expense consists mostly of payments to third-party capacity providers in the Werner Logistics segment and other non-trucking operations, payments to independent contractors in the TTS segment, and cloud-based technology fees.

The payments to third-party capacity providers generally vary depending on changes in the volume of services generated by the Werner Logistics segment.

Werner Logistics purchased transportation expense increased $23.4 million in third quarter 2025 as a result of higher logistics revenues, and increased to 85.8% as a percentage of Werner Logistics revenues in third quarter 2025 from 85.2% in third quarter 2024.

Rent and purchased transportation expense for the TTS segment increased $3.1 million in third quarter 2025 compared to third quarter 2024 due primarily to more independent contractor miles.

Independent contractor miles increased 1.9 million miles in third quarter 2025 and as a percentage of total miles were 6.4% in third quarter 2025 compared to 5.1% in third quarter 2024.

The payments to third-party capacity providers

generally vary depending on changes in the volume of services generated by the Werner Logistics segment.

Werner Logistics purchased transportation expense increased $1.4 million in first quarter 2026, and increased to 86.1% as a percentage of Werner Logistics revenues in first quarter 2026 from 85.5% in first quarter 2025.

Rent and purchased transportation expense for the TTS segment increased $9.7 million in first quarter 2026 compared to first quarter 2025 due primarily to an increase in operating lease expense in connection with the FirstFleet acquisition, and more independent contractor miles.

Independent contractor miles increased 0.8 million miles in first quarter 2026 and as a percentage of total miles were 5.5% in first quarter 2026 compared to 5.6% in first quarter 2025.

Because independent contractors supply their own tractors and drivers and are responsible for their operating expenses, the increase in independent contractor miles as a percentage of total miles shifted costs from other expense categories, including (i) salaries, wages and benefits, (ii) fuel, (iii) depreciation, (iv) supplies and maintenance and (v) taxes and licenses to the rent and purchased transportation category.

4 unchanged sentences

These increased expenses could negatively affect our results of operations to the extent that we would not be able to obtain corresponding freight rate increases.

Other operating expenses increased $1.1 million in third quarter 2025 compared to third quarter 2024 and increased 0.2% as a percentage of operating revenues due primarily to $3.4 million of legal fees related to the Abarca et al.

Werner litigation discussed above and increased bad debt expense.

These increases were partially offset by higher gains on sales of property and equipment (primarily used tractors and trailers) and decreased costs associated with professional services.

Other operating expenses increased $3.1 million, or 63.7%, in first quarter 2026 compared to first quarter 2025, and increased 0.3% as a percentage of operating revenues due primarily to increased costs associated with professional services in connection with the FirstFleet acquisition, partially offset by higher net gains on sales of property and equipment (primarily used tractors and trailers) and decreased bad debt expense.

Gains on sales of property and equipment are reflected as a reduction of other operating expenses and are reported net of sales-related expenses (which include costs to prepare the equipment for sale).

Gains on sales of property and equipment were $4.5 million in third quarter 2025 compared to $2.6 million.

We sold fewer tractors and trailers in third quarter 2025 compared to third quarter 2024 and realized much higher average gains per tractor and trailer.

Recently, used tractor values have been elevated due largely to tariff uncertainties.

We expect used equipment values to remain stable in the near term given manufacturing production constraints and the evolving regulatory environment that will be an incentive towards higher quality used assets, including assets with lower miles and remaining warranties.

As a result, we are narrowing our full-year guidance range for gains on our used equipment from a range of $12 million and $18 million to a range of $14 million to $16 million in 2025.

Gains on sales of property and equipment were $3.8 million in first quarter 2026 compared to $2.8 million in first quarter 2025.

We sold more tractors and fewer trailers in first quarter 2026 compared to first quarter 2025, and realized lower average sale prices for our used equipment.

We anticipate stable used equipment demand and resale values through 2026.

Increased supply of used equipment from regulatory enforcement is likely to be offset by equipment manufacturers production constraints, aging fleets, and higher-priced 2027 engines, which may be an incentive towards high quality used assets.

As a result, gains on our used equipment for full-year 2026 are expected to range between $8 million and $18 million.

Other Expense (Income)

Other expense, net of other income, decreased $0.2 million in third quarter 2025 compared to third quarter 2024, due primarily to a $0.7 million decrease in net interest expense, partially offset by a $0.5 million decrease in the amount of net earnings recognized from our investments (see Note 6 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our investments).

Net interest expense decreased primarily due to a decrease in average interest rates, partially offset by an increase in average debt outstanding.

During the first quarter 2025, we entered into a LSA, which bears interest at a lower rate than the 2022 Credit Agreement (see Note 7 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our credit facilities and interest rate swaps).

We continue to expect net interest expense for full-year 2025 to be flat-to-down compared to 2024, as we start to benefit from lower interest rates under the LSA.

Other expense, net of other income, increased $2.4 million in first quarter 2026 compared to first quarter 2025, due primarily to a $2.1 million increase in net interest expense.

Net interest expense increased primarily due to an increase in average debt outstanding, partially offset by a decrease in average interest rates.

Net interest expense for full-year 2026 is expected to be between $40 million and $45 million.

Income Tax Expense (Benefit)

We had an income tax benefit of $0.8 million in third quarter 2025 compared to income tax expense of $2.0 million in third quarter 2024.

Our effective income tax rate (income taxes expressed as a percentage of income (loss) before income taxes) decreased to 3.8% in third quarter 2025 compared to 23.5% in third quarter 2024 due primarily to the impact of $4.7 million of unfavorable return to provision adjustments related to changes in deferred tax assets and liabilities for certain acquired entities and a subsidiary located in Mexico.

We estimate our fourth quarter 2025 effective income tax rate to be approximately 26.0% to 27.0%.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Operating Revenues and Operating Profitability

Operating revenues decreased 1.7% for the first nine months of 2025, compared to the same period of the prior year.

When comparing the first nine months of 2025 to the first nine months of 2024, TTS segment revenues decreased $71.7 million, or 4.5%, and Werner Logistics revenues increased $31.2 million, or 5.0%.

In the TTS segment, trucking revenues, net of fuel surcharge, decreased $41.9 million, due primarily to a 2.5% decrease in average tractors in service and a 0.6% decrease in average revenues per tractor per week, net of fuel surcharge.

TTS segment fuel surcharge revenues for the first nine months 2025 decreased $33.4 million, or 16.2%, when compared to the same period of the prior year due to the impact of 36.9 million fewer company tractor miles and lower average diesel fuel prices.

The increase in Werner Logistics revenues was primarily due to higher volumes in Truckload Logistics.

We had operating income of $47.5 million for the first nine months of 2025 compared to $52.8 million for the first nine months of 2024, and our operating margin percentage decreased to 2.1% for the first nine months of 2025 from 2.3% for the first nine months of 2024.

TTS segment had operating income of $49.3 million for the first nine months of 2025 compared to $63.4 million for the first nine months of 2024, and its operating margin percentage decreased to 3.2% for the first nine months of 2025 from 3.9% for the first nine months of 2024.

Our consolidated and TTS segment operating results for the nine months ended September 30, 2025 were positively impacted by a $45.7 million liability reversal through insurance and claims expense as a result of a favorable decision related to a lawsuit arising from a December 2014 accident, and a net favorable change of $7.9 million to the contingent earnout liability related to the Baylor Trucking, Inc.

The Baylor Trucking, Inc.

contingent consideration arrangement was finalized through negotiations in April 2025.

These positive impacts were partially offset by an $18.0 million settlement agreement and $3.4 million of related legal fees related to the Abarca et al.

Werner litigation as discussed above .

For additional information related to legal proceedings and the contingent consideration arrangement, see Notes 9 and 5, respectively, in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report.

Werner Logistics had operating income of $6.9 million for the first nine months of 2025 compared to an operating loss of $2.1 million for the first nine months of 2024, and its operating margin percentage increased to 1.1% for the first nine months of 2025 from (0.3)% for the first nine months of 2024.

Operating Expenses

Our operating ratio (operating expenses expressed as a percentage of operating revenues) was 97.9% for the nine months ended September 30, 2025 and 97.7% for the nine months ended September 30, 2024.

Expense items that impacted the overall operating ratio are described on the following pages.

The tables on pages 25 through 27 show the consolidated statements of income in dollars and as a percentage of total operating revenues and the percentage increase or decrease in the dollar amounts of those items compared to the same period of the prior year, as well as the operating ratios, operating margins, and certain statistical information for our two reportable segments, TTS and Werner Logistics.

Salaries, wages and benefits decreased $21.1 million, or 2.7%, in the first nine months of 2025 compared to the same period in 2024 and decreased 0.3% as a percentage of operating revenues.

The lower dollar amount of salaries, wages and benefits expense in the first nine months of 2025 was due primarily to the impact of 36.9 million fewer company tractor miles and decreased non-driver pay, partially offset by the impact of an $18.0 million litigation settlement agreement discussed above.

The $18.0 million litigation settlement is included in our TTS segment.

The decrease in non-driver pay was due primarily to a smaller average number of non-driver employees, partially offset by severance expense of $1.3 million from cost saving

Non-driver salaries, wages and benefits in our non-trucking Werner Logistics segment decreased 12% in the first nine months of 2025 compared to the same period in 2024.

Fuel decreased $27.0 million, or 12.6%, in the first nine months of 2025 compared to the same period in 2024 and decreased 1.0% as a percentage of operating revenues due to lower average diesel fuel prices and 36.9 million fewer company tractor miles in the first nine months of 2025.

Average diesel fuel prices were 18 cents per gallon lower in the first nine months of 2025 than in same period in 2024.

Supplies and maintenance increased $2.5 million, or 1.3%, in the first nine months of 2025 compared to the same period in 2024 and increased 0.2% as a percentage of operating revenues.

Supplies and maintenance expense increased due primarily to higher costs for tires and advertising, partially offset by lower costs for over-the-road tractor maintenance and the impact of 36.9 million fewer company tractor miles.

Taxes and licenses decreased $5.6 million or 7.5% in first nine months of 2025 compared to the same period in 2024 and decreased 0.2% as a percentage of operating revenues due primarily to lower costs for fuel taxes.

The decrease in fuel tax expense in first nine months of 2025 was impacted by 36.9 million fewer company tractor miles.

Insurance and claims decreased $20.9 million, or 21.8%, in the first nine months of 2025 compared to the same period in 2024 and decreased 0.8% as a percentage of operating revenues due primarily to the impact of a $45.7 million liability reversal through insurance and claims expense as a result of a favorable decision in second quarter 2025 related to an adverse jury verdict rendered on May 17, 2018 for a December 2014 accident, effectively ending the lawsuit in favor of Werner.

For additional information related to this lawsuit, see Note 9 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report.

The favorable impact of the liability reversal was partially offset by higher expense for liability claims.

We had higher expense for large dollar liability claims, resulting primarily from higher amount of unfavorable reserve development, partially offset by lower expense for new claims.

Our expense for small dollar liability claims was also higher, primarily due to a lower amount of favorable reserve development and higher expense for new claims.

The expense for new claims was impacted by decreased cost per claim in first nine months of 2025 compared to the same period in 2024.

Depreciation and amortization expense decreased $5.5 million, or 2.5%, in the first nine months of 2025 compared to the same period in 2024 and decreased 0.1% as a percentage of operating revenues due primarily to decreases in depreciation of tractors as we had fewer average tractors in service, and technology equipment as we continue to transition to more cloud-based technology solutions.

These decreases were partially offset by an increase in depreciation for trailers due to higher costs for recent specialty trailers purchases.

Werner Logistics purchased transportation expense increased $29.3 million in the first nine months of 2025 as a result of higher logistics revenues, and increased 0.4% as a percentage of Werner Logistics revenues to 85.5% in the first nine months of 2025 from 85.1% in the same period in 2024.

Rent and purchased transportation expense for the TTS segment increased $15.4 million in the first nine months of 2025 compared to the same period in 2024 due primarily to more independent contractor miles, higher technology-related costs, and additional operational facility costs.

Independent contractor miles increased 5.4 million miles in the first nine months of 2025 and as a percentage of total miles were 9.0% in the first nine months of 2025 compared to 4.7% in the first nine months of 2024.

These increases were partially offset by lower reimbursements to independent contractors because of lower average diesel fuel prices in first nine months of 2025.

Other operating expenses decreased $6.5 million in the first nine months of 2025 compared to the same period in 2024 and decreased 0.3% as a percentage of operating revenues due primarily to the impact of a $7.8 million net favorable change to the contingent earnout liability related to the Baylor Trucking, Inc.

acquisition and higher gains on sales of property and equipment (primarily used tractors and trailers), partially offset by legal fees related to the Abarca et al.

Werner litigation discussed above and increased bad debt expense.

Gains on sales of property and equipment were $13.3 million in the first nine months of 2025 compared to $8.8 million, including $1.8 million from the sale of real estate, in the same period in 2024.

We sold fewer tractors and trailers in the first nine months of 2025 compared to the same period in 2024 and realized much higher average gains per tractor and trailer, as used equipment values have been elevated due largely to global trade policy.

Other Expense (Income)

Other expense, net of inco me, increased $0.9 million in the first nine months of 2025 compared to the same period in 2024 due primari ly to a $1.7 million increase in net interest expense, partially offset by a $0.8 million increase in the amount of net earnings recognized from our investments (see Note 6 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our investments).

Net interest expense increased primarily due to the impact of replacing lower-cost debt and interest rate swaps with higher-cost debt and interest rate swaps upon certain maturities in the second quarter of 2024 (see Note 7 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for further information on our debt and interest rate swaps) and an increase in average debt outstanding.

Income Tax Expense

Income tax expense increased $3.5 million in the first nine months of 2025 c ompared to the same period in 2024, due primarily to an increase in the effective income tax rate.

Our effective income tax rate increased to 48.2% in the first nine months of 2025 compared to 26.7% in the first nine months of 2024 due primarily to the impact of $4.7 million of unfavorable return to provision adjustments related to changes in deferred tax assets and liabilities for certain acquired entities and a subsidiary located in Mexico.

We had an income tax benefit of $1.5 million in first quarter 2026 compared to an income tax benefit of $3.2 million in first quarter 2025.

Our effective income tax rate (income taxes expressed as a percentage of income (loss) before income taxes) increased to 24.9% in first quarter 2026 compared to 23.7% in first quarter 2025.

We continue to estimate our full-year 2026 effective income tax rate to be approximately 25.5% to 26.5%.

Liquidity and Capital Resources:

3 unchanged sentences

Management’s approach to capital allocation focuses on investing in key priorities that support our business and growth strategies and providing stockholder returns, while funding ongoing operations.

Management believes our financial position at September 30, 2025 is strong.

As of September 30, 2025, we had $51.0 million of cash and cash equivalents and $1.4 billion of stockholders’ equity.

Management believes our financial position at March 31, 2026 is strong.

As of March 31, 2026, we had $61.5 million of cash and cash equivalents and $1.4 billion of stockholders’ equity.

Cash is invested primarily in short-term money market funds.

In addition, we have a maximum borrowing capacity of $1.375 billion under our credit facilities, for which our total available borrowing capacity was $644.1 million as of September 30, 2025 (see Note 7 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our credit facilities).

In addition, we have a maximum amount of funding available of $1.4 billion under our Credit Facilities, for which our total

available borrowing capacity was $451.1 million as of March 31, 2026 (see Note 9 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our credit facilities).

We believe the six commercial banks in our $1.075 billion syndicated credit facility all have strong tier-one capital ratios and good loan-to-deposit ratios.

1 unchanged sentence

Item 7 of Part II of our 2025 Form 10-K includes our disclosure of material cash requirements as of December 31, 2025.

There were no material changes in the nature of these items during the nine months ended September 30, 2025.

During the nine months ended September 30, 2025, we generated cash flow from operations of $119.5 million, a 53.8% or $139.2 million decrease in cash flows compared to the same nine-month period a year ago.

The decrease in net cash provided by operating activities was due primarily to working capital changes and a decrease in net income for the nine-month period ended September 30, 2025.

We were able to make net capital expenditures, make strategic investments, pay dividends, and repurchase company stock with the net cash provided by operating activities, supplemented by borrowings under our existing credit facilities.

Net investing activities used $99.8 million for the nine-month period ended September 30, 2025, and $206.5 million during the same period in 2024.

Net property and equipment additions (primarily revenue equipment) were $93.3 million for the nine-month period ended September 30, 2025, compared to $206.1 million during the same period of 2024.

Except as described below, there were no other material changes in the nature of these items during the three months ended March 31, 2026.

• Debt Obligations and Interest Payments – As of March 31, 2026, we had outstanding debt under the Credit Facilities with an aggregate principal amount of $878.2 million, with $8.6 million expected to be paid within 12 months.

As of March 31, 2026, future interest payments associated with the Credit Facilities are estimated to be $81.1 million through 2027, with $46.8 million payable within 12 months.

See Note 9 in the Notes to Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further detail of the Credit Facilities and the timing of expected future principal payments.

• Finance Leases – We assumed finance leases in connection with our FirstFleet acquisition.

As of March 31, 2026, we had finance lease payment obligations of $53.6 million, with $26.7 million payable within 12 months.

See Note 6 in the Notes to Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further detail of our finance lease obligations and the timing of expected future payments.

During the three months ended March 31, 2026, we generated cash flow from operations of $83.5 million, a 184.1% or $54.1 million increase in cash flows compared to the same three-month period a year ago.

The increase in net cash provided by operating activities was due primarily to an increase in earnings adjusted for various noncash items, and an increase in cash provided by working capital changes for the three-month period ended March 31, 2026.

We were able to make net capital expenditures, make strategic investments, and pay dividends with the net cash provided by operating activities, supplemented by borrowings under our existing credit facilities.

Net investing activities used $194.0 million for the three-month period ended March 31, 2026, and provided $2.4 million during the same period in 2025.

Net cash invested in our FirstFleet acquisition was $184.8 million.

Net property and equipment additions (primarily revenue equipment) were $2.0 million for the three-month period ended March 31, 2026, compared to net proceeds from the sales of property and equipment of $7.6 million during the same period of 2025.

We currently estimate net capital expenditures (primarily revenue equipment) in 2026 to be in the range of $185 million to $225 million, compared to net capital expenditures in 2025 of $162.7 million.

Given our strong balance sheet and proactive fleet management, we entered 2025 with a higher-than-normal inventory of new tractors ready to support growth.

These factors, combined with a deliberate shift to a more asset light operational mix are expected to result in net capital expenditures below our historical range in 2025.

We intend to fund these net capital expenditures through cash flows from operations and financing available under our existing credit facilities, if necessary.

As of September 30, 2025, we were committed to property and equipment purchases of approximately $82.1 million.

Net financing activities used $10.9 million during the nine months ended September 30, 2025 compared to $56.4 million during the same period in 2024.

We had net borrowings on our debt of $75.0 million during the nine months ended September 30, 2025, increasing our outstanding debt to $725.0 million at September 30, 2025.

We had net borrowings on our debt of $41.3 million during the nine months ended September 30, 2024.

We paid dividends of $25.7 million during the nine months ended September 30, 2025 and $26.4 million during the same period in 2024.

As of March 31, 2026, we were committed to property and equipment purchases of approximately $18.1 million.

Net financing activities provided $112.1 million during the three months ended March 31, 2026, and used $20.5 million during the same period in 2025.

We had net borrowings on our debt under our Credit Facilities of $126.2 million during the three months ended March 31, 2026, increasing our outstanding debt to $878.2 million at March 31, 2026.

We had net repayments on our debt of $10.0 million during the three months ended March 31, 2025.

We paid dividends of $8.4 million during the three months ended March 31, 2026 and $8.7 million during the same period in 2025.

We currently plan to continue paying a quarterly dividend.

Financing activities for the nine months ended September 30, 2025, also included stock repurchases of 2,113,007 shares at a cost of $55.6 million, including broker commissions and excise taxes.

Financing activities for the same period in 2024 included common stock repurchases of 1,787,810 shares at a cost of $67.1 million, including broker commissions and excise taxes.

On August 7, 2025, the Board of Directors approved a new stock repurchase program under which the Company is authorized to

repurchase up to 5,000,000 shares of its common stock.

Upon approval of the new program, the Board of Directors withdrew the previous stock repurchase authorization, which had 1,783,342 shares remaining available for repurchase.

As of September 30, 2025, the Company had not purchased any shares pursuant to the new authorization and had 5,000,000 shares remaining available for repurchase.

We did not repurchase any shares of common stock during the three months ended March 31, 2026 and 2025.

As of March 31, 2026, the Company had not purchased any shares pursuant to our current Board of Directors repurchase authorization and had 5,000,000 shares remaining available for repurchase.

The Company has repurchased, and may continue to repurchase, shares of the Company’s common stock.

1 unchanged sentence

Item 1 of Part I of our 2025 Form 10-K includes a discussion of pending proposed and recently enacted federal, state, and local regulations that could have an impact on our operations.

The following is an update to the regulations set forth in our 2024 Form 10-K.

In January 2025, California voluntarily withdrew the Advanced Clean Fleets (“ACF”) waiver request from the U.S.

Environmental Protection Agency.

Also, in June 2025, Congress rescinded the previously granted waivers for Advanced Clean Trucks (“ACT”).

In September 2025, the California Air Resources Board, voted to repeal the ACF regulations from the California Administrative Code.

Werner continues to monitor any California Air Resources Board-related regulatory developments.

The rescission of the waiver request, approved waivers, and state regulations will potentially impact tractor prices, availability, performance, and efficiency.

In September 2025, the U.S.

Department of Transportation enacted an emergency rule to strengthen federal oversight of how states issue non-domiciled commercial learner’s permits (“CLPs”) and CDLs.

The rule comes in response to a nationwide review conducted by the Federal Motor Carrier Safety Administration revealing widespread non-compliance among state driver licensing agencies.

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

Since the filing of our 2025 Form 10-K, the regulatory status of non-domiciled commercial driver’s licenses has transitioned from an Interim Final Rule ("IFR") to a Final Rule.

On February 13, 2026, the Federal Motor Carrier Safety Administration published "Restoring Integrity to the Issuance of Non-Domiciled Commercial Driver’s Licenses," which became effective on March 16, 2026.

This Final Rule formally replaces the September 2025 IFR and establishes a restrictive eligibility standard for foreign-domiciled drivers.

While the rule is currently being challenged in the U.S.

Court of Appeals for the D.C.

Circuit, the court has not issued a stay as of the effective date, and enforcement has commenced.

Werner is currently assessing how these restrictions impact our driver recruiting pipelines and the potential for workforce attrition as existing non-compliant licenses expire.

There have been no other material changes in the status of the proposed regulations previously disclosed in the 2025 Form 10-K.

8 unchanged sentences

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 2. Management’s Discussion and Analysis