3 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
(In thousands, except per share amounts) 2026 2025 2026 2025
9 unchanged sentences
Communications and utilities 4,866 3,730 9,457 8,087
+Added: Restructuring and impairment 4,094 — 4,094 —
Other 6,991 ( 5,339 ) 15,047 ( 419 )
Total operating expenses 917,006 686,827 1,721,621 1,404,773
−Removed: Operating income (loss) 3,995 ( 5,832 )
+Added: Operating income 16,921 66,321 20,916 60,489
Other expense (income):
2 unchanged sentences
Loss (gain) on investments in equity securities 11 33 ( 15 ) 35
−Removed: Earnings from equity method investment ( 86 ) ( 123 )
+Added: Earnings from equity method investments ( 650 ) ( 719 ) ( 736 ) ( 842 )
Other 117 51 19 ( 317 )
Total other expense, net 9,583 7,231 19,520 14,787
−Removed: Loss before income taxes ( 5,942 ) ( 13,388 )
−Removed: Income tax benefit ( 1,481 ) ( 3,167 )
−Removed: Net loss ( 4,461 ) ( 10,221 )
+Added: Income before income taxes 7,338 59,090 1,396 45,702
+Added: Income tax expense 2,003 15,468 522 12,301
+Added: Net income 5,335 43,622 874 33,401
Net loss attributable to noncontrolling interest 1,015 440 1,214 563
−Removed: Net loss attributable to Werner $ ( 4,262 ) $ ( 10,098 )
−Removed: Loss per share:
+Added: Net income attributable to Werner $ 6,350 $ 44,062 $ 2,088 $ 33,964
+Added: Earnings per share:
Basic $ 0.11 $ 0.72 $ 0.03 $ 0.55
7 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
(In thousands) 2026 2025 2026 2025
−Removed: $ ( 4,461 ) $ ( 10,221 )
−Removed: Other comprehensive income (loss):
+Added: Net income $ 5,335 $ 43,622 $ 874 $ 33,401
+Added: Other comprehensive income:
Foreign currency translation adjustments 936 2,633 976 2,571
Change in fair value of interest rate swaps, net of tax 1,468 ( 469 ) 3,160 ( 1,903 )
−Removed: Other comprehensive income (loss) 1,732 ( 1,496 )
−Removed: Comprehensive loss
−Removed: ( 2,729 ) ( 11,717 )
+Added: Other comprehensive income 2,404 2,164 4,136 668
+Added: Comprehensive income 7,739 45,786 5,010 34,069
Comprehensive loss attributable to noncontrolling interest 1,015 440 1,214 563
−Removed: Comprehensive loss attributable to Werner
−Removed: $ ( 2,530 ) $ ( 11,594 )
+Added: Comprehensive income attributable to Werner $ 8,754 $ 46,226 $ 6,224 $ 34,632
See Notes to Consolidated Financial Statements (Unaudited).
1 unchanged sentence
CONSOLIDATED CONDENSED BALANCE SHEETS
−Removed: (In thousands, except share amounts) March 31,
+Added: (In thousands, except share amounts) June 30,
2026 December 31,
21 unchanged sentences
Accounts payable $ 119,087 $ 95,084
−Removed: Current portion of long-term debt 8,600 —
Insurance and claims accruals 119,367 99,827
29 unchanged sentences
CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Three Months Ended
+Added: Six Months Ended June 30,
(In thousands) 2026 2025
Cash flows from operating activities:
−Removed: Net loss $ ( 4,461 ) $ ( 10,221 )
−Removed: Adjustments to reconcile net loss to net cash provided by operating activities:
+Added: Net income $ 874 $ 33,401
+Added: Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 155,008 140,806
2 unchanged sentences
Gain on disposal of property and equipment ( 5,251 ) ( 8,769 )
+Added: Restructuring and impairment 2,415 —
Non-cash equity compensation 6,119 4,907
2 unchanged sentences
Earnings from equity method investment ( 736 ) ( 842 )
+Added: Gain on contingent earnout liability settlement — ( 7,815 )
Other ( 7,418 ) ( 13,275 )
11 unchanged sentences
Investment in equity securities ( 2,000 ) ( 6,021 )
+Added: Payments to acquire equity method investment ( 2,000 ) ( 1,760 )
Issuance of notes receivable ( 9,289 ) ( 1,381 )
−Removed: ( 7,744 ) ( 441 )
Collections of notes receivable 3,622 3,303
−Removed: Net cash provided by (used in) investing activities ( 194,005 ) 2,371
+Added: Net cash used in investing activities ( 185,802 ) ( 63,921 )
Cash flows from financing activities:
5 unchanged sentences
Dividends on common stock ( 16,775 ) ( 17,329 )
+Added: Repurchases of common stock — ( 55,562 )
Tax withholding related to net share settlements of restricted stock awards ( 2,182 ) ( 1,939 )
+Added: Other — ( 2,016 )
Net cash provided by (used in) financing activities 15,205 ( 1,846 )
Effect of exchange rate fluctuations on cash 444 1,040
−Removed: Net increase in cash and cash equivalents
+Added: Net increase (decrease) in cash and cash equivalents ( 2,898 ) 10,668
Cash and cash equivalents, beginning of period 59,922 40,752
Cash and cash equivalents, end of period $ 57,024 $ 51,420
+Added: See Notes to Consolidated Financial Statements (Unaudited).
+Added: WERNER ENTERPRISES, INC.
+Added: CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
+Added: Six Months Ended June 30,
+Added: (In thousands) 2026 2025
Supplemental disclosures of cash flow information:
11 unchanged sentences
TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST
−Removed: Three Months Ended March 31, 2026
+Added: Three Months Ended June 30, 2026
(In thousands, except share and per share amounts) Common
6 unchanged sentences
Equity Temporary Equity - Redeemable Noncontrolling Interest
−Removed: BALANCE, December 31, 2025 $ 805 $ 144,641 $ 1,904,572 $ ( 16,075 ) $ ( 671,051 ) $ 1,362,892 $ 28,113
−Removed: Net loss attributable to Werner — — ( 4,262 ) — — ( 4,262 ) —
+Added: Balance, March 31, 2026 $ 805 $ 144,753 $ 1,891,918 $ ( 14,343 ) $ ( 670,432 ) $ 1,352,701 $ 27,914
+Added: Net income attributable to Werner — — 6,350 — — 6,350 —
Net loss attributable to noncontrolling interest — — — — — — ( 1,015 )
5 unchanged sentences
Non-cash equity compensation expense — 3,279 — — — 3,279 —
+Added: Balance, June 30, 2026 $ 805 $ 147,482 $ 1,889,869 $ ( 11,939 ) $ ( 669,955 ) $ 1,356,262 $ 26,899
+Added: Three Months Ended June 30, 2025
+Added: (In thousands, except share and per share amounts) Common
+Added: Stock Paid-In
+Added: Capital Retained
+Added: Earnings Accumulated
+Added: Comprehensive
+Added: Loss Treasury
+Added: Stockholders’
+Added: Equity Temporary Equity - Redeemable Noncontrolling Interest
Balance, March 31, 2025 $ 805 $ 137,867 $ 1,934,007 $ ( 19,933 ) $ ( 616,513 ) $ 1,436,233 $ 37,821
−Removed: Three Months Ended March 31, 2025
+Added: Net income attributable to Werner — — 44,062 — — 44,062 —
+Added: Net loss attributable to noncontrolling interest — — — — — — ( 440 )
+Added: Other comprehensive income — — — 2,164 — 2,164 —
+Added: Repurchases of common stock, 2,113,007 shares
+Added: — — — — ( 55,562 ) ( 55,562 ) —
+Added: Dividends on common stock ($ 0.14 per share)
+Added: — — ( 8,376 ) — — ( 8,376 ) —
+Added: Common stock issued for stock-based compensation, including tax effects, 18,527 shares
+Added: — ( 402 ) — — 342 ( 60 ) —
+Added: Non-cash equity compensation expense — 2,463 — — — 2,463 —
+Added: Distribution to noncontrolling interest — — — — — — ( 516 )
+Added: Balance, June 30, 2025 $ 805 $ 139,928 $ 1,969,693 $ ( 17,769 ) $ ( 671,733 ) $ 1,420,924 $ 36,865
+Added: See Notes to Consolidated Financial Statements (Unaudited).
+Added: WERNER ENTERPRISES, INC.
+Added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND
+Added: TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (CONTINUED)
+Added: Six Months Ended June 30, 2026
(In thousands, except share and per share amounts) Common
7 unchanged sentences
Balance, December 31, 2025 $ 805 $ 144,641 $ 1,904,572 $ ( 16,075 ) $ ( 671,051 ) $ 1,362,892 $ 28,113
−Removed: Net loss attributable to Werner — — ( 10,098 ) — — ( 10,098 ) —
+Added: Net income attributable to Werner — — 2,088 — — 2,088 —
Net loss attributable to noncontrolling interest — — — — — — ( 1,214 )
−Removed: Other comprehensive loss — — — ( 1,496 ) — ( 1,496 ) —
+Added: Other comprehensive income — — — 4,136 — 4,136 —
Dividends on common stock ($ 0.28 per share)
3 unchanged sentences
Non-cash equity compensation expense — 6,119 — — — 6,119 —
−Removed: BALANCE, March 31, 2025 $ 805 $ 137,867 $ 1,934,007 $ ( 19,933 ) $ ( 616,513 ) $ 1,436,233 $ 37,821
+Added: Balance, June 30, 2026 $ 805 $ 147,482 $ 1,889,869 $ ( 11,939 ) $ ( 669,955 ) $ 1,356,262 $ 26,899
+Added: Six Months Ended June 30, 2025
+Added: (In thousands, except share and per share amounts) Common
+Added: Stock Paid-In
+Added: Capital Retained
+Added: Earnings Accumulated
+Added: Comprehensive
+Added: Loss Treasury
+Added: Stockholders’
+Added: Equity Temporary Equity - Redeemable Noncontrolling Interest
+Added: Balance, December 31, 2024 $ 805 $ 137,889 $ 1,952,775 $ ( 18,437 ) $ ( 617,100 ) $ 1,455,932 $ 37,944
+Added: Net income attributable to Werner — — 33,964 — — 33,964 —
+Added: Net loss attributable to noncontrolling interest — — — — — — ( 563 )
+Added: Other comprehensive income — — — 668 — 668 —
+Added: Repurchases of common stock, 2,113,007 shares
+Added: — — — — ( 55,562 ) ( 55,562 ) —
+Added: Dividends on common stock ($ 0.28 per share)
+Added: — — ( 17,046 ) — — ( 17,046 ) —
+Added: Common stock issued for stock-based compensation, including tax effects, 92,890 shares
+Added: — ( 2,868 ) — — 929 ( 1,939 ) —
+Added: Non-cash equity compensation expense — 4,907 — — — 4,907 —
+Added: Distribution to noncontrolling interest — — — — — — ( 516 )
+Added: Balance, June 30, 2025 $ 805 $ 139,928 $ 1,969,693 $ ( 17,769 ) $ ( 671,733 ) $ 1,420,924 $ 36,865
See Notes to Consolidated Financial Statements (Unaudited).
14 unchanged sentences
although in management’s opinion, the disclosures are adequate so that the information presented is not misleading.
−Removed: 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.
+Added: Operating results for the three and six months ended June 30, 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.
+Added: Reclassifications
+Added: Other non-current assets of $ 39.7 million, other current liabilities of $ 15.5 million, and other long-term liabilities of $ 26.5 million were reclassified to operating lease right-of-use assets, net, current maturities of operating lease liabilities, and operating lease liabilities, less current maturities, respectively, as of December 31, 2025, on the consolidated condensed balance sheets.
+Added: In addition, certain prior period amounts in the consolidated statements of cash flows have been reclassified for separate presentation of amortization of operating lease right-of-use assets and operating lease liabilities, with no effect on the previously reported net cash provided by operating activities.
+Added: These reclassifications were made to conform to the current financial statement presentation.
New Accounting Pronouncements
8 unchanged sentences
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.
−Removed: 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.
+Added: 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
+Added: early adoption permitted.
The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach.
3 unchanged sentences
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.
−Removed: The amendments in this
−Removed: update require an entity to apply the new guidance using a prospective approach.
+Added: The amendments in this update require an entity to apply the new guidance using a prospective approach.
We plan to adopt this ASU for our fiscal year beginning January 1, 2027 using a prospective approach.
12 unchanged sentences
Revenues generated by FirstFleet are reported in our Dedicated operating segment within the Truckload Transportation Services (“TTS”) reportable segment.
−Removed: 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.
−Removed: 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.
+Added: For the three and six months ended June 30, 2026, our consolidated operating results included FirstFleet revenues of $ 169.1 million and $ 277.0 million, respectively, and net income of $ 1.1 million and $ 3.0 million, respectively.
+Added: We incurred transaction costs related to the acquisition, such as legal and professional fees, of $ 4.3 million and $ 10.3 million for the three and six months ended June 30, 2026, respectively, which is included in other operating expenses on the consolidated statements of income.
Provisional Purchase Price Allocation
7 unchanged sentences
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.
−Removed: The following table summarizes the provisional purchase price allocation for FirstFleet as of March 31, 2026 (in thousands):
+Added: As of June 30, 2026, no adjustments have been made to the provisional purchase price allocation.
+Added: The following table summarizes the provisional purchase price allocation for FirstFleet as of June 30, 2026 (in thousands):
Provisional Purchase Price
30 unchanged sentences
(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.
−Removed: (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.
+Added: During the six months ended June 30, 2026, $ 5.9 million was returned to the sellers.
+Added: As of June 30, 2026, $ 6.0 million remains in escrow subject to the satisfaction of certain indemnification and post-closing obligations.
+Added: (2) The FirstFleet contingent consideration is recorded in other current liabilities on the consolidated condensed balance sheet as of June 30, 2026.
For additional information regarding the valuation of the contingent liability, see Note 7 – Fair Value.
−Removed: (3) Deferred cash payments of $ 7.4 million were made during the three months ended March 31, 2026.
+Added: (3) Deferred cash payments of $ 7.4 million were made during the six months ended June 30, 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.
2 unchanged sentences
Three Months Ended
−Removed: Operating revenues $ 858,382 $ 866,103
−Removed: Net income (loss)
−Removed: 8,648 ( 13,585 )
−Removed: Earnings (loss) per share - basic
−Removed: 0.14 ( 0.22 )
−Removed: Earnings (loss) per share - diluted
+Added: June 30, Six Months Ended
2025 2026 2025
+Added: Operating revenues $ 909,606 $ 1,792,309 $ 1,775,709
+Added: Net income 45,528 19,338 31,943
+Added: Earnings per share - basic 0.75 0.32 0.52
+Added: Earnings per share - diluted 0.75 0.32 0.52
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.
19 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2026 2025 2026 2025
Truckload Transportation Services $ 702,572 $ 517,647 $ 1,296,884 $ 1,019,522
6 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2026 2025 2026 2025
United States $ 891,223 $ 715,677 $ 1,668,557 $ 1,390,919
6 unchanged sentences
A receivable is an unconditional right to consideration and is recognized when shipments have been completed and the related performance obligation has been fully satisfied.
−Removed: At March 31, 2026 and December 31, 2025, the accounts receivable, trade, net, balance was $ 485.5 million and $ 394.9 million, respectively.
+Added: At June 30, 2026 and December 31, 2025, the accounts receivable, trade, net, balance was $ 490.9 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.
−Removed: At March 31, 2026 and December 31, 2025, the balance of contract assets w as $ 6.5 million and $ 5.3 million, respectively.
+Added: At June 30, 2026 and December 31, 2025, the balance of contract assets w as $ 6.4 million and $ 5.3 million, respectively.
We have recognized contract assets within the other current assets financial statement caption on the consolidated condensed balance sheets.
1 unchanged sentence
Contract liabilities represent advance consideration received from customers and are recognized as revenues over time as the related performance obligation is satisfied.
−Removed: At March 31, 2026 and December 31, 2025, the balance of contract liabilities was $ 1.9 million and $ 1.1 million, respectively.
−Removed: 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.
+Added: At June 30, 2026 and December 31, 2025, the balance of contract liabilities was $ 1.7 million and $ 1.1 million, respectively.
+Added: The amount of revenues recognized in the six months ended June 30, 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.
4 unchanged sentences
transit times generally average approximately 3 days.
−Removed: 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.
+Added: During the six months ended June 30, 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
−Removed: Assets held for sale consist of tractor and trailers removed from service and held for sale.
+Added: Assets held for sale consist of tractors 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.
−Removed: 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.
−Removed: During the three months ended March 31, 2026 and 2025, the Company did not recognize impairment losses related to assets held for sale.
+Added: The entire $ 12.0 million and $ 32.6 million recorded in assets held for sale at June 30, 2026 and December 31, 2025, respectively, are comprised of revenue equipment.
+Added: Net gains or losses on disposals of property and equipment classified as assets held for sale are recorded in restructuring and impairment on the consolidated statements of income.
+Added: During the three and six months ended June 30, 2026, the Company incurred impairment losses of $ 4.1 million related to certain tractors and trailers as a result of the restructuring of our One-Way Truckload operating segment.
+Added: During the three and six months ended June 30, 2025, the Company did not recognize impairment losses related to assets held for sale.
(5) GOODWILL AND INTANGIBLE ASSETS
−Removed: The following table summarizes changes in the carrying amount of goodwill by segment for the three months ended March 31, 2026 (in thousands):
−Removed: Werner Logistics
+Added: The following table summarizes changes in the carrying amount of goodwill by segment for the six months ended June 30, 2026 (in thousands):
+Added: TTS Werner Logistics Total
Balance as of December 31, 2025
1 unchanged sentence
Goodwill recorded in acquisition of FirstFleet 9,472 — 9,472
−Removed: Balance as of March 31, 2026
+Added: Balance as of June 30, 2026
$ 55,528 $ 83,048 $ 138,576
The following table presents acquired intangible assets (in thousands):
−Removed: March 31, 2026 December 31, 2025
+Added: June 30, 2026 December 31, 2025
+Added: Amount Accumulated
+Added: Amortization Net
+Added: Amount Accumulated
+Added: Amortization Net
Customer relationships $ 82,600 $ ( 24,880 ) $ 57,720 $ 60,000 $ ( 20,939 ) $ 39,061
1 unchanged sentence
Total intangible assets $ 90,200 $ ( 27,255 ) $ 62,945 $ 67,600 $ ( 22,997 ) $ 44,603
−Removed: 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.
−Removed: 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.
+Added: Amortization expense on intangible assets was $ 2.2 million and $ 4.3 million for the three and six months ended June 30, 2026, respectively, and $ 2.5 million and $ 5.0 million for the three and six months ended June 30, 2025, respectively, and is reported in depreciation and amortization on the consolidated statements of income.
+Added: As of June 30, 2026, we estimate future amortization expense for intangible assets will be $ 4.4 million for the remainder of 2026, and $ 8.9 million for each of the next four fiscal years and $ 8.7 million for the fifth succeeding fiscal year.
Lessee Disclosures
2 unchanged sentences
Renewal terms are included in the lease term when it is reasonably certain that we will exercise the option to renew.
−Removed: 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.
+Added: Operating leases are included in operating lease right-of-use assets, net, current maturities of operating lease liabilities and operating lease liabilities, less current maturities 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.
8 unchanged sentences
The following table presents the weighted average remaining lease term and discount rate:
−Removed: March 31, 2026 December 31, 2025
+Added: June 30, 2026 December 31, 2025
Weighted-average remaining lease term (years)
4 unchanged sentences
Finance leases 2.8 % N/A
−Removed: The following table presents the maturities of operating and finance lease liabilities as of March 31, 2026 (in thousands):
+Added: The following table presents the maturities of operating and finance lease liabilities as of June 30, 2026 (in thousands):
Operating Leases Finance Leases
11 unchanged sentences
The following table presents supplemental disclosures for the consolidated statements of cash flows (in thousands):
−Removed: Three Months Ended
+Added: Six Months Ended
Cash paid for amounts included in the measurement of lease liabilities
7 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
Financial Statement Classification 2026 2025 2026 2025
2 unchanged sentences
Short-term lease cost Rent and purchased transportation
+Added: 4,353 2,168 7,758 4,280
+Added: Variable lease cost Rent and purchased transportation
Finance lease cost
−Removed: Amortization of right-of-use assets Depreciation and amortization 1,618 N/A
−Removed: Interest on lease liabilities Interest Expense 263 N/A
+Added: Amortization of right-of-use assets Depreciation and amortization 2,585 N/A 4,203 N/A
+Added: Interest on lease liabilities Interest Expense 356 N/A 619 N/A
Total lease cost $ 20,818 $ 6,646 $ 37,210 $ 13,260
3 unchanged sentences
We recognize revenue for such leases on a straight-line basis over the term of the lease.
−Removed: Revenues were $ 3.2 million and $ 2.6 million for the three months ended March 31, 2026 and 2025, respectively.
−Removed: The following table presents information about the maturities of these operating leases as of March 31, 2026 (in thousands):
+Added: Revenues were $ 3.1 million and $ 6.4 million for the three and six months ended June 30, 2026, respectively, and $ 2.9 million and $ 5.5 million for the three and six months ended June 30, 2025, respectively.
+Added: The following table presents information about the maturities of these operating leases as of June 30, 2026 (in thousands):
2026 (remaining) $ 6,160
1 unchanged sentence
The owned assets underlying our leases as lessor primarily consist of revenue equipment.
−Removed: 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.
−Removed: Depreciation expense for these assets was $ 2.3 million and $ 1.9 million for the three months ended March 31, 2026 and 2025, respectively.
+Added: As of June 30, 2026 and December 31, 2025, the gross carrying value of such revenue equipment underlying these leases was $ 72.9 million and $ 72.5 million, respectively, and accumulated depreciation was $ 31.0 million and $ 32.0 million, respectively.
+Added: Depreciation expense for these assets was $ 2.3 million and $ 4.6 million for the three and six months ended June 30, 2026, respectively, and $ 2.1 million and $ 4.1 million for the three and six months ended June 30, 2025, respectively.
(7) FAIR VALUE
15 unchanged sentences
Hierarchy Fair Value
−Removed: March 31, 2026 December 31, 2025
+Added: June 30, 2026 December 31, 2025
Other non-current assets
+Added: Pay-fixed interest rate swaps (1)
+Added: 2 $ 1,140 $ —
Equity securities (2)
+Added: Total assets at fair value $ 1,228 $ 73
Other current liabilities
5 unchanged sentences
Pay-fixed interest rate swaps (1)
−Removed: 2 1,460 3,361
Total liabilities at fair value $ 31,255 $ 3,826
−Removed: (1) Represents our investment in an autonomous technology company.
−Removed: For additional information regarding the valuation of this equity security, see Note 8 – Investments.
(1) Pay-fixed interest rate swaps are measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts.
1 unchanged sentence
See Note 9 – Debt and Credit Facilities for further information on our interest rate swaps.
+Added: (2) Represents our investment in an autonomous technology company.
+Added: For additional information regarding the valuation of this equity security, see Note 8 – Investments.
The following table presents changes in the fair value of our contingent earnout liability (in thousands):
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2026 2025 2026 2025
Balance at beginning of period
+Added: $ 30,000 $ 9,421 $ — $ 9,315
Contingent consideration associated with the acquisition of FirstFleet (1)
+Added: Payment for contingent consideration (2)
+Added: — ( 1,500 ) — ( 1,500 )
Change in fair value (3)
+Added: 387 ( 7,921 ) 387 ( 7,815 )
Balance at end of period
1 unchanged sentence
(1) For additional information regarding our FirstFleet contingent consideration arrangement, see Note 2 – Business Acquisition.
−Removed: The estimated fair values of our contingent consideration arrangements are based upon a Black-Scholes-Merton valuation model for each acquired entity.
+Added: (2) The final outcome of the contingent consideration arrangement related to the Baylor Trucking, Inc.
+Added: acquisition was negotiated and paid in April 2025, as certain financial performance goals were achieved.
+Added: The contingent earnout period was scheduled to end on October 31, 2025.
+Added: (3) For the three and six months ended June 30, 2025, the change in fair value primarily represents a net favorable change to the contingent earnout liability resulting from the finalization of the Baylor Trucking Inc.
+Added: contingent consideration arrangement in April 2025.
+Added: The estimated fair value of our contingent consideration arrangement is based upon a Black-Scholes-Merton valuation model for the acquired entity.
The fair value of the contingent consideration is a Level 3 measurement within the fair value hierarchy.
4 unchanged sentences
Our ownership interest in Autotech Fund III, L.P.
−Removed: (the “Autotech Fund”) is accounted for under ASC 323, Investments - Equity Method and Joint Ventures .
+Added: (“Autotech Fund III”) and Autotech Fund IV, L.P.
+Added: (“Autotech Fund IV”) (collectively, the “Autotech Funds”) are accounted for under ASC 323, Investments - Equity Method and Joint Ventures .
For additional information regarding the valuation of these investments, see Note 8 – Investments.
6 unchanged sentences
MLSI has developed a cloud-based transportation management system using its SaaS technology, and we have obtained a license.
−Removed: 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.
+Added: Our investments are being accounted for under ASC 321 using the measurement alternative and are recorded in other non-current 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.
−Removed: 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.
−Removed: No gains or losses were recorded for the three months ended March 31, 2026 and 2025.
+Added: As of June 30, 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.
+Added: No gains or losses were recorded for the three and six months ended June 30, 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):
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2026 2025 2026 2025
Investment in equity securities
−Removed: As of March 31, 2026, cumulative upward adjustments on our equity securities without readily determinable fair values totaled $ 64.9 million.
+Added: $ — $ 11 $ — $ 6,021
+Added: As of June 30, 2026, cumulative upward adjustments on our equity securities without readily determinable fair values totaled $ 64.9 million.
Equity Investments with Readily Determinable Fair Values
−Removed: 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.
−Removed: As of March 31, 2026 and December 31, 2025, the value of this investment was $ 0.1 million.
+Added: 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 non-current assets on the consolidated condensed balance sheets.
+Added: As of June 30, 2026 and December 31, 2025, the value of this investment was $ 0.1 million.
For additional information regarding the fair value of this equity investment, see Note 7 – Fair Value.
The following table summarizes the activity related to our equity investments with readily determinable fair values during the periods presented (in thousands):
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2026 2025 2026 2025
Loss (gain) on investments in equity securities $ 11 $ 33 $ ( 15 ) $ 35
Equity Method Investment
−Removed: In January 2023, we committed to make a $ 20.0 million investment in the Autotech Fund pursuant to a limited partnership agreement.
−Removed: The Autotech Fund is managed by Autotech Ventures, a venture capital firm focused on ground transportation technology.
−Removed: Our interest, which represents an ownership percentage of less than 20 %, is being accounted for under ASC 323.
−Removed: As a limited partner, we make periodic capital contributions toward this total commitment amount.
−Removed: 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.
−Removed: 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.
−Removed: The following table summarizes the activity related to our equity method investment during the periods presented (in thousands):
−Removed: Three Months Ended March 31,
−Removed: Earnings from equity method investment
+Added: We have committed to make a $ 20.0 million and a $ 10.0 million investment in Autotech Fund III and Autotech Fund IV, respectively, pursuant to limited partnership agreements.
+Added: The Autotech Funds are managed by Autotech Ventures, a venture capital firm focused on ground transportation technology.
+Added: Our interest in each fund individually and in the aggregate, which represents an ownership percentage of less than 20 %, is being accounted for under ASC 323.
+Added: As a limited partner in each fund, we make periodic capital contributions toward these total commitment amounts.
+Added: As of June 30, 2026 and December 31, 2025, the value of our investment in the Autotech Funds was $ 14.5 million and $ 11.7 million, respectively, and is recorded in other non-current assets on the consolidated condensed balance sheets.
+Added: As of June 30, 2026, the carrying amount of Autotech Fund III was updated using operating results through March 31, 2026, as this is the most recent information available to us at this time.
+Added: As of June 30, 2026, the carrying amount of Autotech Fund IV approximates its fair value.
+Added: The following table summarizes the activity related to our equity method investments during the periods presented (in thousands):
+Added: Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
−Removed: As of March 31, 2026, our cumulative capital contributions in the Autotech Fund were $ 11.6 million.
+Added: Capital contributions $ 2,000 $ 1,760 $ 2,000 $ 1,760
+Added: Earnings from equity method investments ( 650 ) ( 719 ) ( 736 ) ( 842 )
+Added: As of June 30, 2026, our cumulative capital contributions in the Autotech Funds were $ 13.6 million.
(9) DEBT AND CREDIT FACILITIES
8 unchanged sentences
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.
−Removed: As of March 31, 2026, we were in compliance with these covenants.
+Added: As of June 30, 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.
2 unchanged sentences
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.
+Added: In June 2026, we entered into two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $ 90.0 million, maturing in June 2029.
+Added: Subsequent to the end of the quarter, in July 2026, two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $ 90.0 million matured.
+Added: For additional information regarding our interest rate swaps, see Note 7 - Fair Value.
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.
1 unchanged sentence
The LSA is a secured borrowing that is collateralized by eligible receivables, for which the Company is the servicing agent.
−Removed: WRC is a bankruptcy remote, special purpose entity and the
−Removed: borrower under the LSA.
+Added: WRC is a bankruptcy remote, special purpose entity and the borrower under the LSA.
The Company has contributed and from time to time sells a designated pool of eligible accounts receivables to WRC which, in turn, may borrow funds under the LSA on a revolving basis.
2 unchanged sentences
Accordingly, the Company’s eligible receivables remain on our condensed consolidated balance sheets in accounts receivable, trade, less allowance.
−Removed: 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.
+Added: On June 5, 2026, we entered into a third amendment to the LSA with various lenders, increasing the maximum funding available for eligible receivables from $ 325.0 million to $ 350.0 million, which may increase to $ 400.0 million upon WRC’s request and acceptance by the lenders.
+Added: The third amendment to the LSA also incorporates language from the Performance Guaranty Agreement entered into by the Company on June 5, 2026, which provides an unconditional, irrevocable guaranty to the secured parties under the LSA, supporting the obligations (monetary and non-monetary) of WRC, the Company as the servicer, and any other originators under the LSA.
+Added: The guaranty remains in effect until all obligations are paid and performed in full.
+Added: As of June 30, 2026, the performance risk under the guaranty is considered remote due to no adverse credit indicators.
+Added: Subsequent to the end of the quarter, on July 7, 2026, we entered into a fourth amendment to the LSA, increasing the maximum funding available from $ 350.0 million to $ 375.0 million.
Borrowings under the LSA bear interest at (i) a commercial paper rate or (ii) one-month Term SOFR, plus 0.10 %.
1 unchanged sentence
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.
−Removed: As of March 31, 2026, we were in compliance with these covenants.
+Added: As of June 30, 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):
−Removed: March 31, 2026 December 31, 2025
−Removed: Current portion of long-term debt
−Removed: 2022 Credit Agreement
+Added: June 30, 2026 December 31, 2025
Long-term debt, net of current portion
2022 Credit Agreement $ 443,000 $ 427,000
−Removed: 583,400 427,000
−Removed: LSA (weighted average interest rate of 4.50 % at March 31, 2026)
+Added: LSA (weighted average interest rate of 4.50 % at June 30, 2026)
350,000 325,000
1 unchanged sentence
Total debt (1)
−Removed: (1) As of March 31, 2026, our outstanding revolving credit loan balance under the 2022 Credit Agreement consisted of:
−Removed: • $ 217.0 million at a weighted average variable interest rate of 5.39 %;
+Added: $ 793,000 $ 752,000
+Added: (1) As of June 30, 2026, we effectively fixed the interest rate on a portion of our outstanding variable-rate debt using the following interest rate swaps:
• $ 90.0 million which is effectively fixed at 6.24 % with interest rate swap agreements through July 2026;
1 unchanged sentence
• $ 75.0 million which is effectively fixed at 6.21 % with an interest rate swap agreement through May 2027;
−Removed: • $ 75.0 million which is effectively fixed at 5.26 % with an interest rate swap agreement through August 2028;
• $ 60.0 million which is effectively fixed at 5.27 % with interest rate swap agreements through July 2028;
−Removed: 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.
+Added: • $ 75.0 million which is effectively fixed at 5.26 % with an interest rate swap agreement through August 2028;
+Added: • $ 90.0 million which is effectively fixed at 5.58 % with interest rate swap agreements through June 2029.
+Added: Our total available borrowing capacity was $ 599.9 million as of June 30, 2026, consisting of $ 599.9 million under the 2022 Credit Agreement after considering $ 32.1 million in stand-by letters of credit under which we are obligated.
+Added: As of June 30, 2026, no borrowing capacity was available under the LSA.
Availability under the LSA is calculated as follows (in thousands):
−Removed: March 31, 2026
+Added: June 30, 2026
Borrowing base, based on eligible receivables $ 350,000
2 unchanged sentences
For information regarding the fair value of our debt and interest rate swaps, see Note 7 – Fair Value.
−Removed: At March 31, 2026, the aggregate maturities of future debt principal payments under the Credit Facilities are as follows (in thousands):
+Added: At June 30, 2026, the aggregate maturities of future debt principal payments under the Credit Facilities are as follows (in thousands):
2026 (remaining) $ —
1 unchanged sentence
(10) COMMITMENTS AND CONTINGENCIES
−Removed: We have committed to property and equipment purchases of approximately $ 18.1 million at March 31, 2026 .
+Added: We have committed to property and equipment purchases of approximately $ 139.8 million at June 30, 2026 .
We are involved in certain claims and pending litigation, including the litigation described herein, arising in the ordinary course of business.
9 unchanged sentences
The settlement is still subject to court final approval.
−Removed: 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.
+Added: 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 June 30, 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.
−Removed: 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.
−Removed: This repositioning focused on eliminating underperforming business.
+Added: Key steps in this initiative include 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.
+Added: This repositioning focuses on eliminating underperforming business.
We believe this restructuring reflects the necessary steps to rationalize our assets and business model for future margin expansion.
−Removed: 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):
+Added: The following table summarizes activity in our restructuring liability during the three and six months ended June 30, 2026, which is included in other current liabilities on the consolidated condensed balance sheets (in thousands):
Other Revenue Equipment Costs
+Added: Restructuring liability balance, March 31, 2026 $ 5,016
+Added: Costs paid or otherwise settled ( 1,404 )
+Added: Restructuring liability balance, June 30, 2026 $ 3,612
+Added: Other Revenue Equipment Costs
Restructuring liability balance, December 31, 2025 $ 6,643
Costs paid or otherwise settled ( 3,031 )
−Removed: Restructuring liability balance, March 31, 2026
−Removed: 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):
+Added: Restructuring liability balance, June 30, 2026 $ 3,612
+Added: During the three and six months ended June 30, 2026, we recognized $ 4.1 million in restructuring and impairment costs on the consolidated statements of income.
+Added: These costs relate to the impairment of revenue equipment in our One-Way Truckload business.
+Added: The following table summarizes the cumulative amount of restructuring and impairment costs incurred as of June 30, 2026 related to the restructuring of our One-Way Truckload business (in thousands):
Financial Statement Classification Intangible Asset Impairment Revenue Equipment Impairment Other Revenue Equipment Costs Current Assets (1)
Restructuring and impairment $ 21,735 $ 18,454 $ 6,643 $ 1,487 $ 48,319
−Removed: $ 21,735 $ 14,360 $ 6,643 $ 1,487 $ 44,225
(1) Costs relating to the removal of prepaid expenses, inventory, and other current assets.
−Removed: (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.
1 unchanged sentence
All restructuring and impairment activities are expected to be completed by the end of 2026.
−Removed: (12) EARNINGS (LOSS) PER SHARE
−Removed: 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.
−Removed: 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
−Removed: common shares outstanding during the period using the treasury stock method.
+Added: (12) EARNINGS PER SHARE
+Added: Basic earnings per share is computed by dividing net income attributable to Werner by the weighted average number of common shares outstanding during the period.
+Added: Diluted earnings per share is computed by dividing net income attributable to Werner by the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method.
Dilutive potential common shares include outstanding restricted stock awards.
Performance awards are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied.
−Removed: 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.
−Removed: 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.
−Removed: The computation of basic and diluted loss per share is shown below (in thousands, except per share amounts).
−Removed: Three Months Ended March 31,
−Removed: Net loss attributable to Werner
+Added: The computation of basic and diluted earnings per share is shown below (in thousands, except per share amounts).
+Added: Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
+Added: Net income attributable to Werner $ 6,350 $ 44,062 $ 2,088 $ 33,964
Weighted average common shares outstanding 59,965 60,888 59,938 61,386
Dilutive effect of stock-based awards 275 113 258 146
−Removed: Shares used in computing diluted loss per share
−Removed: 59,910 61,890
−Removed: Basic loss per share
−Removed: $ ( 0.07 ) $ ( 0.16 )
−Removed: Diluted loss per share
−Removed: $ ( 0.07 ) $ ( 0.16 )
+Added: Shares used in computing diluted earnings per share 60,240 61,001 60,196 61,532
+Added: Basic earnings per share $ 0.11 $ 0.72 $ 0.03 $ 0.55
+Added: Diluted earnings per share $ 0.11 $ 0.72 $ 0.03 $ 0.55
(13) SEGMENT INFORMATION
9 unchanged sentences
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.
+Added: Results of operations for FirstFleet are included in our Dedicated operating segment within the TTS reportable segment beginning January 27, 2026.
+Added: For additional information regarding the FirstFleet acquisition, see Note 2 – Business Acquisition.
The Werner Logistics segment provides non-asset-based transportation and logistics services.
11 unchanged sentences
Based on our operations, certain revenue-generating assets (primarily tractors and trailers) are interchangeable between segments.
−Removed: Depreciation for these interchangeable assets is allocated to segments based on the actual number of units utilized by the
−Removed: segment during the period.
+Added: Depreciation for these interchangeable assets is allocated to segments based on the actual number of units utilized by the segment during the period.
Other depreciation and amortization is allocated to segments based on specific identification or as a percentage of a metric such as average number of tractors.
The following tables summarize our segment information (in thousands):
−Removed: Three Months Ended March 31, 2026
+Added: Three Months Ended June 30, 2026
Truckload Transportation Services Werner Logistics Total
24 unchanged sentences
Consolidated operating income $ 16,921
−Removed: Three Months Ended March 31, 2025
+Added: Three Months Ended June 30, 2025
Truckload Transportation Services Werner Logistics Total
8 unchanged sentences
Salaries, wages and benefits (4)
+Added: 225,123 18,044 243,167
Fuel 59,731 338 60,069
2 unchanged sentences
Insurance and claims (5)
+Added: ( 7,555 ) 506 ( 7,049 )
Depreciation and amortization 65,207 3,868 69,075
5 unchanged sentences
Reportable segment operating expenses 453,558 216,849 670,407
−Removed: Reportable segment operating loss $ ( 916 ) $ ( 475 ) $ ( 1,391 )
−Removed: Reconciliation of operating loss:
+Added: Reportable segment operating income $ 64,089 $ 4,328 $ 68,417
+Added: Reconciliation of operating income:
Other operating loss (1)
−Removed: Consolidated operating loss $ ( 5,832 )
+Added: Consolidated operating income $ 66,321
+Added: Six Months Ended June 30, 2026
+Added: Truckload Transportation Services Werner Logistics Total
+Added: Revenues from external customers $ 1,296,779 $ 407,568 $ 1,704,347
+Added: Inter-segment revenues 105 — 105
+Added: Reportable segment revenues 1,296,884 407,568 1,704,452
+Added: Reconciliation of revenues:
+Added: Other revenues (1)
+Added: Elimination of inter-segment revenues ( 105 )
+Added: Consolidated revenues $ 1,742,537
+Added: Less operating expenses:
+Added: Salaries, wages and benefits 538,163 35,515 $ 573,678
+Added: Fuel 200,105 1,521 201,626
+Added: Supplies and maintenance 132,262 5,921 138,183
+Added: Taxes and licenses 45,418 444 45,862
+Added: Insurance and claims 81,463 1,636 83,099
+Added: Depreciation and amortization 143,774 7,460 151,234
+Added: Rent and purchased transportation 106,775 358,265 465,040
+Added: Communications and utilities 8,332 711 9,043
+Added: Gains on sales of property and equipment ( 6,656 ) ( 200 ) ( 6,856 )
+Added: Other segment items (3)
+Added: 6,192 2,170 8,362
+Added: Reportable segment operating expenses 1,255,828 413,443 1,669,271
+Added: Reportable segment operating income (loss) $ 41,056 $ ( 5,875 ) $ 35,181
+Added: Reconciliation of operating income:
+Added: Other operating loss (1)
+Added: Consolidated operating income $ 20,916
+Added: Six Months Ended June 30, 2025
+Added: Truckload Transportation Services Werner Logistics Total
+Added: Revenues from external customers $ 1,010,710 $ 416,735 $ 1,427,445
+Added: Inter-segment revenues 8,812 — 8,812
+Added: Reportable segment revenues 1,019,522 416,735 1,436,257
+Added: Reconciliation of revenues:
+Added: Other revenues (1)
+Added: Elimination of inter-segment revenues ( 8,812 )
+Added: Consolidated revenues $ 1,465,262
+Added: Less operating expenses:
+Added: Salaries, wages and benefits (4)
+Added: 442,826 36,300 479,126
+Added: Fuel 122,164 698 122,862
+Added: Supplies and maintenance 105,048 5,589 110,637
+Added: Taxes and licenses 44,619 467 45,086
+Added: Insurance and claims (5)
+Added: 35,519 1,128 36,647
+Added: Depreciation and amortization 128,253 7,560 135,813
+Added: Rent and purchased transportation 78,563 359,512 438,075
+Added: Communications and utilities 6,715 585 7,300
+Added: Gains on sales of property and equipment ( 9,087 ) ( 719 ) ( 9,806 )
+Added: Other segment items (3)
+Added: 1,729 1,762 3,491
+Added: Reportable segment operating expenses 956,349 412,882 1,369,231
+Added: Reportable segment operating income $ 63,173 $ 3,853 $ 67,026
+Added: Reconciliation of operating income:
+Added: Other operating loss (1)
+Added: Consolidated operating income $ 60,489
(1) Revenues and operating income or loss from segments below the quantitative thresholds for determining reportable segments.
3 unchanged sentences
(3) Other segment items for each reportable segment primarily includes costs for professional services.
+Added: During the three and six months ended June 30, 2026, other segment items for the TTS segment incurred $ 4.1 million of restructuring and impairment costs, see Note 11 – Restructuring and Impairment Costs.
+Added: During the three and six months ended June 30, 2025, other segment items for the TTS segment were partially offset by a net favorable change of $ 7.9 million and $ 7.8 million, respectively, to the contingent earnout liability related to the Baylor Trucking, Inc.
+Added: For additional information regarding this contingent consideration arrangement, see Note 7 – Fair Value.
+Added: (4) During the three and six months ended June 30, 2025, salaries, wages and benefits for the TTS and Werner Logistics segments included severance costs of $ 0.9 million and $ 0.4 million, respectively, related to cost saving initiatives.
+Added: (5) During the three and six months ended June 30, 2025, insurance and claims expense for the TTS segment was offset by a $ 45.7 million liability reversal as a result of a favorable decision related to a previously disclosed lawsuit arising from a December 2014 accident.
+Added: (14) SUBSEQUENT EVENT
+Added: On July 7, 2026, we entered into a fourth amendment to the LSA, increasing the maximum funding available from $ 350.0 million to $ 375.0 million.
+Added: For additional information regarding our credit facilities, see Note 9 – Debt and Credit Facilities.
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.