WERNER ENTERPRISES INC 10-Q

ITEM 1. FINANCIAL STATEMENTS WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended March 31, (In thousands, except per share amounts) 2026 2025 Operating revenues $ 808,610 $ 712,114 Operating expenses: Salaries, wages and benefits 279,661 243,225 Fuel 82,445 63,092 Supplies and maintenance 67,805 60,040 Taxes and licenses 22,828 22,344 Insurance and claims 41,928 43,777 Depreciation and amortization 76,197 70,049 Rent and purchased transportation 221,104 206,142 Communications and utilities 4,591 4,357 Other 8,056 4,920 Total operating expenses 804,615 717,946 Operating income (loss) 3,995 ( 5,832 ) Other expense (income): Interest expense 11,650 9,537 Interest income ( 1,503 ) ( 1,492 ) Loss (gain) on investments in equity securities ( 26 ) 2 Earnings from equity method investment ( 86 ) ( 123 ) Other ( 98 ) ( 368 ) Total other expense, net 9,937 7,556 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 loss attributable to Werner $ ( 4,262 ) $ ( 10,098 ) Loss per share: Basic $ ( 0.07 ) $ ( 0.16 ) Diluted $ ( 0.07 ) $ ( 0.16 ) Weighted-average common shares outstanding: Basic 59,910 61,890 Diluted 59,910 61,890 See Notes to Consolidated Financial Statements (Unaudited). 4 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended March 31, (In thousands) 2026 2025 Net loss $ ( 4,461 ) $ ( 10,221 ) Other comprehensive income (loss): Foreign currency translation adjustments 40 ( 62 ) Change in fair value of interest rate swaps, net of tax 1,692 ( 1,434 ) Other comprehensive income (loss) 1,732 ( 1,496 ) Comprehensive loss ( 2,729 ) ( 11,717 ) Comprehensive loss attributable to noncontrolling interest 199 123 Comprehensive loss attributable to Werner $ ( 2,530 ) $ ( 11,594 ) See Notes to Consolidated Financial Statements (Unaudited). 5 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands, except share amounts) March 31, 2026 December 31, 2025 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 61,544 $ 59,922 Accounts receivable, trade, less allowance of $ 8,370 and $ 7,646 , respectively 485,479 394,933 Other receivables 15,434 20,398 Inventories and supplies 14,404 12,104 Prepaid expenses 57,213 57,184 Assets held for sale 23,226 32,643 Other current assets 45,616 35,665 Total current assets 702,916 612,849 Property and equipment, at cost 3,040,309 2,901,984 Less – accumulated depreciation 1,140,064 1,111,480 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 Total assets $ 3,256,196 $ 2,888,674 LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 137,517 $ 95,084 Current portion of long-term debt 8,600 — Insurance and claims accruals 114,769 99,827 Accrued payroll 63,709 51,442 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 Total current liabilities 481,942 314,784 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 Insurance and claims accruals, net of current portion 136,816 112,126 Deferred income taxes 275,802 266,209 Total liabilities 1,875,581 1,497,669 Commitments and contingencies Temporary equity - redeemable noncontrolling interest 27,914 28,113 Stockholders’ equity: Common stock, $ 0.01 par value, 200,000,000 shares authorized; 80,533,536 shares issued; 59,950,115 and 59,869,405 shares outstanding, respectively 805 805 Paid-in capital 144,753 144,641 Retained earnings 1,891,918 1,904,572 Accumulated other comprehensive loss ( 14,343 ) ( 16,075 ) Treasury stock, at cost; 20,583,421 and 20,664,131 shares, respectively ( 670,432 ) ( 671,051 ) Total stockholders’ equity 1,352,701 1,362,892 Total liabilities, temporary equity and stockholders’ equity $ 3,256,196 $ 2,888,674 See Notes to Consolidated Financial Statements (Unaudited). 6 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, (In thousands) 2026 2025 Cash flows from 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 ) Non-cash equity compensation 2,840 2,444 Insurance and claims accruals, net of current portion ( 1,180 ) 117 Loss (gain) on investments in equity securities ( 26 ) 2 Earnings from equity method investment ( 86 ) ( 123 ) Other ( 5,298 ) ( 15,570 ) Changes in certain working capital items: Accounts receivable, net ( 13,296 ) 4,609 Other current assets 15,730 9,540 Accounts payable 29,704 ( 4,373 ) Operating lease liabilities ( 9,302 ) ( 4,452 ) Other current liabilities ( 8,550 ) ( 12,699 ) Net cash provided by operating activities 83,450 29,370 Cash flows from investing activities: Additions to property and equipment ( 52,788 ) ( 23,513 ) 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 ) Issuance of notes receivable ( 7,744 ) ( 441 ) Collections of notes receivable 2,478 1,257 Net cash provided by (used in) investing activities ( 194,005 ) 2,371 Cash flows from financing activities: Repayments of short-term debt ( 12,000 ) ( 10,000 ) Proceeds from issuance of short-term debt 177,000 10,000 Repayments of long-term debt ( 42,800 ) ( 260,000 ) 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 ) Tax withholding related to net share settlements of restricted stock awards ( 2,109 ) ( 1,879 ) Net cash provided by (used in) financing activities 112,099 ( 20,538 ) Effect of exchange rate fluctuations on cash 78 ( 4 ) Net increase in cash and cash equivalents 1,622 11,199 Cash and cash equivalents, beginning of period 59,922 40,752 Cash and cash equivalents, end of period $ 61,544 $ 51,951 Supplemental disclosures of cash flow information: Interest paid $ 10,538 $ 14,422 Income taxes paid 1,893 21,057 Supplemental schedule of non-cash investing and financing activities: Notes receivable issued upon sale of property and equipment $ 973 $ 440 Change in fair value of interest rate swaps 1,692 ( 1,434 ) Property and equipment acquired included in accounts payable 2,666 6,373 Dividends accrued but not yet paid at end of period 8,392 8,670 Contingent consideration associated with acquisition 30,000 — See Notes to Consolidated Financial Statements (Unaudited). 7 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (Unaudited) Three Months Ended March 31, 2026 (In thousands, except share and per share amounts) Common Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Temporary Equity - Redeemable Noncontrolling Interest BALANCE, December 31, 2025 $ 805 $ 144,641 $ 1,904,572 $ ( 16,075 ) $ ( 671,051 ) $ 1,362,892 $ 28,113 Net loss attributable to Werner — — ( 4,262 ) — — ( 4,262 ) — Net loss attributable to noncontrolling interest — — — — — — ( 199 ) Other comprehensive income — — — 1,732 — 1,732 — Dividends on common stock ($ 0.14 per share) — — ( 8,392 ) — — ( 8,392 ) — Common stock issued for stock-based compensation, including tax effects, 80,710 shares — ( 2,728 ) — — 619 ( 2,109 ) — Non-cash equity compensation expense — 2,840 — — — 2,840 — 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 Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Temporary Equity - Redeemable Noncontrolling Interest BALANCE, December 31, 2024 $ 805 $ 137,889 $ 1,952,775 $ ( 18,437 ) $ ( 617,100 ) $ 1,455,932 $ 37,944 Net loss attributable to Werner — — ( 10,098 ) — — ( 10,098 ) — Net loss attributable to noncontrolling interest — — — — — — ( 123 ) Other comprehensive loss — — — ( 1,496 ) — ( 1,496 ) — Dividends on common stock ($ 0.14 per share) — — ( 8,670 ) — — ( 8,670 ) — Common stock issued for stock-based compensation, including tax effects, 74,363 shares — ( 2,466 ) — — 587 ( 1,879 ) — Non-cash equity compensation expense — 2,444 — — — 2,444 — 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). ​ ​ 8 Table of Contents WERNER ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (1) BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS Basis of Presentation The accompanying unaudited interim consolidated financial statements include the accounts of Werner Enterprises, Inc. and its subsidiaries (collectively, the “Company” or “Werner”). Redeemable noncontrolling interest on the consolidated condensed balance sheets represents the portion of a consolidated entity in which we do not have a direct equity ownership. In these notes, the terms “we,” “us,” or “our” refer to Werner Enterprises, Inc. and its subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated. These consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and, in the opinion of management, reflect all adjustments, which are all of normal recurring nature, necessary to present fairly the financial condition, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (“GAAP”). These consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements; although in management’s opinion, the disclosures are adequate so that the information presented is not misleading. 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 November 2024, the FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , requiring public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of this update are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, using either a prospective or retrospective approach. We are evaluating the impact of adopting ASU 2024-03, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition. In 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. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. We plan to adopt this ASU for our fiscal year beginning January 1, 2028 using a prospective approach. Although we are evaluating the impact of adopting ASU 2025-06 on our results of operations, cash flows, and financial position, we do not expect a material effect upon adoption. In November 2025, the FASB issued ASU 2025-09 Derivatives and Hedging (Topic 815) , which clarifies certain aspects of the guidance on hedge accounting and addresses several incremental hedge accounting issues airing from the global reference rate reform initiative. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this 9 Table of Contents 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. 10 Table of Contents 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 30,000 (2) Deferred cash payments 7,368 (3) Total provisional purchase price (fair value of consideration) 214,755 Provisional Purchase Price Allocation Accounts receivable, trade 77,250 Inventories and supplies 1,927 Prepaid expenses 8,007 Other current assets 3,130 Property and equipment 175,573 Finance lease right-of-use assets 57,195 Goodwill 9,472 Intangible assets 22,600 Operating lease right-of-use assets 74,230 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. 11 Table of Contents The following table summarizes the unaudited pro forma financial information (in thousands): Three Months Ended March 31, 2026 2025 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 (Years) Customer relationships $ 22,600 10 (3) REVENUE Revenue Recognition Revenues are recognized over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The following table presents our revenues disaggregated by revenue source (in thousands): Three Months Ended March 31, 2026 2025 Truckload Transportation Services $ 594,312 $ 501,875 Werner Logistics 195,836 195,558 Inter-segment eliminations ( 107 ) ( 4,063 ) Transportation services 790,041 693,370 Other revenues 18,569 18,744 Total revenues $ 808,610 $ 712,114 12 Table of Contents The following table presents our revenues disaggregated by geographic areas in which we conduct business (in thousands): Three Months Ended March 31, 2026 2025 United States $ 777,334 $ 675,242 Mexico 28,834 33,612 Canada 2,442 3,260 Total revenues $ 808,610 $ 712,114 Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin. Contract Balances and Accounts Receivable A receivable is an unconditional right to consideration and is recognized when shipments have been completed and the related performance obligation has been fully satisfied. At 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 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. These contract assets are considered current assets as they will be settled in less than 12 months. Contract liabilities represent advance consideration received from customers and are recognized as revenues over time as the related performance obligation is satisfied. At 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. Performance Obligations We have elected to apply the practical expedient in Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts With Customers , to not disclose the value of remaining performance obligations for contracts with an original expected length of one year or less. Remaining performance obligations represent the transaction price allocated to future reporting periods for freight shipments started but not completed at the reporting date that we expect to recognize as revenue in the period subsequent to the reporting date; transit times generally average approximately 3 days. During 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 The following table summarizes changes in the carrying amount of goodwill by segment for the three months ended March 31, 2026 (in thousands): TTS Werner Logistics Total 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 13 Table of Contents The following table presents acquired intangible assets (in thousands): March 31, 2026 December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount 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 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. (6) LEASES 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 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. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense 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 14 Table of Contents 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 lease payments $ 117,567 $ 56,670 Less: Imputed interest ( 8,031 ) ( 3,086 ) 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 March 31, 2026 2025 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 March 31, Financial Statement Classification 2026 2025 Operating lease cost Rent and purchased transportation $ 11,106 $ 4,503 Short-term lease cost Rent and purchased transportation 3,405 2,112 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. At times, we also lease or sublease real estate to third parties. We recognize revenue for such leases on a straight-line basis over the term of the lease. Revenues 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 2027 4,158 2028 241 2029 — 2030 — Thereafter — Total $ 8,588 15 Table of Contents The owned assets underlying our leases as lessor primarily consist of revenue equipment. 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 Fair Value Measurement — Definition and Hierarchy ASC 820-10, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the Company. Unobservable inputs reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Such inputs include quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active and inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs for the asset or liability, where there is little, if any, observable market activity or data for the asset or liability. In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology applies to our Level 1 assets and liabilities. If quoted prices in active markets for identical assets and liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. This pricing methodology would apply to Level 2 assets and liabilities. The following table presents the fair value hierarchy for our assets and liabilities measured at fair value on a recurring basis (in thousands): Level in Fair Value Hierarchy Fair Value March 31, 2026 December 31, 2025 Assets Other non-current assets Equity securities (1) 2 $ 99 $ 73 Liabilities Other current liabilities Pay-fixed interest rate swaps (2) 2 $ 232 $ 465 Contingent consideration associated with acquisition 3 30,000 — Total other current liabilities 30,232 465 Other long-term liabilities: Pay-fixed interest rate swaps (2) 2 1,460 3,361 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. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. See Note 9 – Debt and Credit Facilities for further information on our interest rate swaps. 16 Table of Contents The following table presents changes in the fair value of our contingent earnout liability (in thousands): Three Months Ended March 31, 2026 2025 Balance at beginning of period $ — $ 9,315 Contingent consideration associated with the acquisition of FirstFleet (1) 30,000 — Change in fair value — 106 Balance at end of period $ 30,000 $ 9,421 (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. (“MLSI”), which do not have readily determinable fair values and are accounted for using the measurement alternative in ASC 321, Investments - Equity Securities . Our ownership interest in Autotech Fund III, L.P. (the “Autotech Fund”) is accounted for under ASC 323, Investments - Equity Method and Joint Ventures . For additional information regarding the valuation of these investments, see Note 8 – Investments. Fair Value of Financial Instruments Not Recorded at Fair Value Cash and cash equivalents, accounts receivable trade, and accounts payable are short-term in nature and accordingly are carried at amounts that approximate fair value. The carrying amount of our variable-rate long-term debt approximates fair value due to the duration of our credit arrangements and the variable interest rates. (8) INVESTMENTS Equity Investments without Readily Determinable Fair Values Our strategic equity investments without readily determinable fair values primarily consist of our investment in MLSI, a transportation management systems company. MLSI has developed a cloud-based transportation management system using its SaaS technology, and we have obtained a license. Our investments are being accounted for under ASC 321 using the measurement alternative and are recorded in other noncurrent assets on the consolidated condensed balance sheets. We record changes in the values of our investments based on events that occur that would indicate the values have changed, in loss (gain) on investments in equity securities on the consolidated statements of income. As of 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 March 31, 2026 2025 Investment in equity securities $ — $ 6,011 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 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. 17 Table of Contents 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 March 31, 2026 2025 Loss (gain) on investments in equity securities $ ( 26 ) $ 2 Equity Method Investment In January 2023, we committed to make a $ 20.0 million investment in the Autotech Fund pursuant to a limited partnership agreement. The Autotech Fund is managed by Autotech Ventures, a venture capital firm focused on ground transportation technology. Our interest, which represents an ownership percentage of less than 20 %, is being accounted for under ASC 323. As a limited partner, we make periodic capital contributions toward this total commitment amount. As of 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 March 31, 2026 2025 Earnings from equity method investment $ ( 86 ) $ ( 123 ) As of March 31, 2026, our cumulative capital contributions in the Autotech Fund were $ 11.6 million. (9) DEBT AND CREDIT FACILITIES On December 20, 2022, we entered into a $ 1.075 billion unsecured credit facility with a group of lenders (the “2022 Credit Agreement”), replacing our previous credit facilities. The 2022 Credit Agreement is scheduled to mature on December 20, 2027, and has a $ 100.0 million maximum limit for the aggregate amount of letters of credit issued. Revolving credit loans drawn under the 2022 Credit Agreement bear interest, at our option, at (i) the Base Rate (the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 %, or (c) the one-month Term Secured Overnight Financing Rate (“SOFR”) plus 1.10 %), plus a margin ranging between 0.125 % and 0.750 %, or (ii) Term SOFR plus 0.10 % and a margin ranging between 1.125 % and 1.750 %. Swingline loans drawn under the 2022 Credit Agreement bear interest at the Base Rate, as defined above, plus a margin ranging between 0.125 % and 0.750 %. The 2022 Credit Agreement also requires us to pay quarterly (i) a letter of credit commission on the daily amount available to be drawn under such standby letters of credit at rates ranging between 1.125 % and 1.750 % per annum and (ii) a nonrefundable commitment fee on the average daily unused amount of the commitment at rates ranging between 0.125 % and 0.250 % per annum. The margin, letter of credit commission, and commitment fee rates are based on our ratio of net funded debt to earnings before interest, income taxes, depreciation and amortization (“EBITDA”). There are no scheduled principal payments due on the 2022 Credit Agreement until the maturity date, and interest is payable in arrears at periodic intervals not to exceed three months. Availability of such funds under the 2022 Credit Agreement is conditional upon various customary terms and covenants. Such covenants include, among other things, two financial covenants requiring us (i) not to exceed a maximum ratio of net funded debt to EBITDA and (ii) to exceed a minimum ratio of EBITDA to interest expense. As of 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. Under the terms of our interest rate swap agreements, we receive monthly variable-rate interest payments based on one-month Term SOFR and make monthly fixed-rate interest payments as specified in the interest rate swap agreements. We have designated our interest rate swap agreements as cash flow hedges. Changes in fair value of outstanding derivatives in cash flow hedges are recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income until earnings are impacted by the hedged transactions. 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 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 18 Table of Contents borrower under the LSA. The Company has contributed and from time to time sells a designated pool of eligible accounts receivables to WRC which, in turn, may borrow funds under the LSA on a revolving basis. The collateral is available to satisfy the claims related to the lenders’ interests in the receivables and unavailable to satisfy claims of the Company and its subsidiaries. The LSA does not qualify for sale treatment. Accordingly, the Company’s eligible receivables remain on our condensed consolidated balance sheets in accounts receivable, trade, less allowance. 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. Borrowings under the LSA bear interest at (i) a commercial paper rate or (ii) one-month Term SOFR, plus 0.10 %. The LSA also requires us to pay nonrefundable drawn and undrawn fees on the average daily used and unused amounts of the commitment, respectively. The LSA is subject various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type, including a minimum borrower’s net worth covenant. As of 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 2022 Credit Agreement $ 8,600 $ — Long-term debt, net of current portion 2022 Credit Agreement (1) 583,400 427,000 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 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 %; • $ 90.0 million which is effectively fixed at 6.24 % with interest rate swap agreements through July 2026; • $ 75.0 million which is effectively fixed at 6.36 % with an interest rate swap agreement through April 2027; • $ 75.0 million which is effectively fixed at 6.21 % with an interest rate swap agreement through May 2027; • $ 75.0 million which is effectively fixed at 5.26 % with an interest rate swap agreement through August 2028; and • $ 60.0 million which is effectively fixed at 5.27 % with interest rate swap agreements through July 2028 . Our total available borrowing capacity was $ 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): March 31, 2026 Borrowing base, based on eligible receivables $ 286,371 Less: outstanding borrowings ( 286,200 ) Availability under LSA $ 171 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 2027 869,600 2028 — 2029 — Total $ 878,200 19 Table of Contents (10) COMMITMENTS AND CONTINGENCIES 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. We accrue for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the knowledge of the facts, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our consolidated financial statements. Moreover, the results of complex legal proceedings are difficult to predict, and our view of these matters may change in the future as the litigation and related events unfold. In October 2025, we reached an agreement with the plaintiffs in the consolidated class action lawsuits entitled Abarca et al. v. Werner that are pending in the United States District Court for the District of Nebraska, to settle these cases for a combined $ 18.0 million after more than a decade of litigation. The proceeding was instituted on June 4, 2014 in the Superior Court for Alameda County, California and was transferred to the United States District Court for the District of Nebraska on October 20, 2014. The cases, which were brought by a small group of drivers and later certified as a class action with tens of thousands of class members and covered the years from mid-2010 to late 2023, involved claims for failure to provide meal and rest breaks (and such meal and rest break claims were dismissed via summary judgment on June 1, 2021), alleged unpaid wages, unauthorized deductions, and other items. The 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 $ 6,643 Costs paid or otherwise settled ( 1,627 ) Restructuring liability balance, March 31, 2026 $ 5,016 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) Total 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 20 Table of Contents 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 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, 2026 2025 Net loss attributable to Werner $ ( 4,262 ) $ ( 10,098 ) Weighted average common shares outstanding 59,910 61,890 Dilutive effect of stock-based awards — — 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 – TTS and Werner Logistics. The TTS reportable segment consists of two operating segments, Dedicated and One-Way Truckload. These operating segments are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting. Dedicated provides truckload services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, utilizing either dry van or specialized trailers. One-Way Truckload is comprised of the following operating fleets: (i) the medium-to-long-haul van (“Van”) fleet transports a variety of consumer nondurable products and other commodities in truckload quantities over irregular routes using dry van trailers, including Mexico cross-border routes; (ii) the expedited (“Expedited”) fleet provides time-sensitive truckload services utilizing driver teams; (iii) the regional short-haul (“Regional”) fleet provides comparable truckload van service within geographic regions across the United States; and (iv) the Temperature Controlled fleet provides truckload services for temperature sensitive products over irregular routes utilizing temperature-controlled trailers. Revenues for the TTS segment include a small amount of non-trucking revenues which consist primarily of the intra-Mexico portion of cross-border shipments delivered to or from Mexico where we utilize a third-party capacity provider. The Werner Logistics segment provides non-asset-based transportation and logistics services. Werner Logistics provides services throughout North America and generates the majority of our non-trucking revenues through three divisions. These three Werner Logistics divisions are as follows: (i) Truckload Logistics, which uses contracted carriers to complete shipments for brokerage customers and freight management customers for which we offer a full range of single-source logistics management services and solutions; (ii) the Intermodal (“Intermodal”) division offers rail transportation through alliances with rail and drayage providers as an alternative to truck transportation; and (iii) Werner Final Mile (“Final Mile”) offers residential and commercial deliveries of large or heavy items using third-party agents, independent contractors, and Company employees with two-person delivery teams operating a liftgate straight truck. The accounting policies of the segments are the same as those described in the summary of significant accounting policies contained in our 2025 Form 10-K. Inter-segment transactions between reporting segments have been recorded at amounts approximating market and are eliminated in consolidation. The chief operating officer of the Company is our chief operating decision maker (“CODM”). Our CODM evaluates the operating results of each individual segment, using monthly divisional financial statements, to asses performance and to allocate resources to each segment. Our divisional financial statements detail the revenues and operating expenses of each individual segment netting to operating income (loss) that allows the CODM to make operational decisions regarding each individual segment. We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment. Based on our operations, certain revenue-generating assets (primarily tractors and trailers) are interchangeable between segments. Depreciation for these interchangeable assets is allocated to segments based on the actual number of units utilized by the 21 Table of Contents 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 March 31, 2026 Truckload Transportation Services Werner Logistics Total Revenues from external customers $ 594,205 $ 195,836 $ 790,041 Inter-segment revenues 107 — 107 Reportable segment revenues 594,312 195,836 790,148 Reconciliation of revenues: Other revenues (1) 18,569 Elimination of inter-segment revenues ( 107 ) Consolidated revenues $ 808,610 Less operating expenses: (2) Salaries, wages and benefits 255,584 17,447 273,031 Fuel 81,499 618 82,117 Supplies and maintenance 61,464 2,948 64,412 Taxes and licenses 22,423 228 22,651 Insurance and claims 41,270 527 41,797 Depreciation and amortization 70,487 3,768 74,255 Rent and purchased transportation 48,159 170,602 218,761 Communications and utilities 3,999 382 4,381 Gains on sales of property and equipment ( 4,616 ) ( 101 ) ( 4,717 ) Other segment items (3) 105 1,422 1,527 Reportable segment operating expenses 580,374 197,841 778,215 Reportable segment operating income (loss) $ 13,938 $ ( 2,005 ) $ 11,933 Reconciliation of operating income: Other operating loss (1) ( 7,938 ) Consolidated operating income $ 3,995 22 Table of Contents Three Months Ended March 31, 2025 Truckload Transportation Services Werner Logistics Total Revenues from external customers $ 497,812 $ 195,558 $ 693,370 Inter-segment revenues 4,063 — 4,063 Reportable segment revenues 501,875 195,558 697,433 Reconciliation of revenues: Other revenues (1) 18,744 Elimination of inter-segment revenues ( 4,063 ) Consolidated revenues $ 712,114 Less operating expenses: (2) Salaries, wages and benefits 217,703 18,256 235,959 Fuel 62,433 360 62,793 Supplies and maintenance 51,338 2,673 54,011 Taxes and licenses 21,957 223 22,180 Insurance and claims 43,074 622 43,696 Depreciation and amortization 63,046 3,692 66,738 Rent and purchased transportation 38,453 169,219 207,672 Communications and utilities 3,608 357 3,965 Gains on sales of property and equipment ( 3,288 ) ( 299 ) ( 3,587 ) Other segment items (3) 4,467 930 5,397 Reportable segment operating expenses 502,791 196,033 698,824 Reportable segment operating loss $ ( 916 ) $ ( 475 ) $ ( 1,391 ) Reconciliation of operating loss: Other operating loss (1) ( 4,441 ) Consolidated operating loss $ ( 5,832 ) (1) Revenues and operating income or loss from segments below the quantitative thresholds for determining reportable segments. Those segments include driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, other business activities, and corporate related items which are incidental to our activities and are not attributable to any of our operating segments. (2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Inter-segment expenses are included within the amounts shown. (3) Other segment items for each reportable segment primarily includes costs for professional services. ​ ​ 23 Table of Contents