What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-08 · 184 added, 121 removed, 194 unchanged (61% of the section changed)

40 unchanged sentences

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

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

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

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

13 unchanged sentences

Three Months Ended (3ME)

March 31, Percentage

Six Months Ended (6ME)

Percentage Change in Dollar Amounts

2026 2025 2026 2025 3ME

10 unchanged sentences

Communications and utilities 4,866 0.6 3,730 0.5 9,457 0.5 8,087 0.6 30.5 16.9

Restructuring and impairment 4,094 0.4 — — 4,094 0.2 — — N/A N/A

Other 6,991 0.8 (5,339) (0.7) 15,047 0.9 (419) — 230.9 3,691.2

Total operating expenses 917,006 98.2 686,827 91.2 1,721,621 98.8 1,404,773 95.9 33.5 22.6

Operating income (loss) 3,995 0.5 (5,832) (0.8) 168.5

Operating income 16,921 1.8 66,321 8.8 20,916 1.2 60,489 4.1 (74.5) (65.4)

Total other expense, net 9,583 1.0 7,231 1.0 19,520 1.1 14,787 1.0 32.5 32.0

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

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

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

Income before income taxes 7,338 0.8 59,090 7.8 1,396 0.1 45,702 3.1 (87.6) (96.9)

Income tax expense 2,003 0.2 15,468 2.0 522 — 12,301 0.8 (87.1) (95.8)

Net income 5,335 0.6 43,622 5.8 874 0.1 33,401 2.3 (87.8) (97.4)

Net loss attributable to noncontrolling interest 1,015 0.1 440 0.1 1,214 — 563 — 130.7 115.6

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

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

Net income attributable to Werner $ 6,350 0.7 $ 44,062 5.9 $ 2,088 0.1 $ 33,964 2.3 (85.6) (93.9)

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

TTS segment (in thousands) $ % $ % $ % $ %

4 unchanged sentences

Operating expenses 675,454 96.1 453,558 87.6 1,255,828 96.8 956,349 93.8

Operating income (loss) $ 13,938 2.3 $ (916) (0.2)

Operating income $ 27,118 3.9 $ 64,089 12.4 $ 41,056 3.2 $ 63,173 6.2

Three Months Ended

TTS segment 2026 2025 % Change

June 30, Six Months Ended

TTS segment 2026 2025 % Change 2026 2025 % Change

Average tractors in service 8,712 7,489 16.3 % 8,583 7,452 15.2 %

14 unchanged sentences

Average % change in revenues per total mile (1)

10.4 % 2.7 % 7.0 % 1.5 %

Average % change in total miles per tractor per week 15.7 % (2.3) % 10.8 % (2.9) %

6 unchanged sentences

(1) Net of fuel surcharge revenues.

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

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Werner Logistics segment (in thousands) $ % $ % $ % $ %

4 unchanged sentences

Total operating expenses 215,602 101.8 216,849 98.0 413,443 101.4 412,882 99.1

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

Operating income (loss) $ (3,870) (1.8) $ 4,328 2.0 $ (5,875) (1.4) $ 3,853 0.9

Three Months Ended

Werner Logistics segment 2026 2025 % Change

June 30, Six Months Ended

Werner Logistics segment 2026 2025 % Change 2026 2025 % Change

Average tractors in service 27 28 (3.6) % 26 24 8.3 %

2 unchanged sentences

Total containers (at quarter end) 375 200 87.5 % 375 200 87.5 %

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

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Operating Revenues and Operating Profitability

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

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

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

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

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

During the fourth quarter 2025, we began to incur costs in connection with the strategic restructuring of our One-Way Truckload business to enhance long-term profitability and fleet utilization by maximizing production and mitigating unprofitable freight.

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

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

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

Operating reve nues increased 24.0% for the three months ended June 30, 2026, comp ared to the same period of the prior year.

When comparing second quarter 2026 to second quarter 2025, TTS segment reven ues increased $184.9 million, or 35.7%, and Werner Logistics revenues decreased $9.4 million, or 4.3%.

The increase in TTS segment revenues was primarily due to $169.1 million of operating revenues related to our FirstFleet acquisition in the second quarter 2026 .

We had operating income of $16.9 million in second quarter 2026 compared to operating income of $66.3 million in second quarter 2025, and our operating margin percentage decreased to 1.8% in second quarter 2026 from 8.8% in second quarter 2025.

TTS segment had operating income of $27.1 million in second quarter 2026 compared to operating income of $64.1 million in second quarter 2025, and its operating margin percentage decreased to 3.9% in second quarter 2026 from 12.4% in second quarter 2025.

The decrease in our consolidated and TTS segment operating results during the second quarter 2026 was due primarily to the prior year impacts of a $45.7 million liability reversal through insurance and claims expense as a result of a previously disclosed favorable decision related to a lawsuit arising from a December 2014 accident, and a net favorable change of $7.9 million to the contingent earnout liability related to the Baylor Trucking, Inc.

For additional information related to the contingent consideration arrangement, see Note 7 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report.

These impacts from the prior year were partially offset by the addition of FirstFleet operating results, profitability improvement in One-Way Truckload related to our recent restructuring efforts, and lower insurance and claims expense for our legacy business (not including FirstFleet) during the second quarter 2026.

In fourth quarter 2025, we began a strategic restructuring of our One-Way Truckload business, a decisive action designed to significantly enhance long-term profitability and fleet utilization by maximizing production and mitigating unprofitable freight.

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, and team capacity.

This repositioning is focused on eliminating underperforming business.

For additional information related to the restructuring and impairment charges, see Note 11 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report.

Werner Logistics had an operating loss of $3.9 million in second quarter 2026 compared to operating income of $4.3 million in second quarter 2025, and its operating margin percentage decreased to (1.8)% in second quarter 2026 from 2.0% in second quarter 2025.

Truckload Logistics operating margin was pressured during second quarter 2026, as higher spot freight rates drove an increase in purchased transportation costs as a percentage of operating revenues.

We are focused on proactively engaging with customers on resetting to higher contract rates.

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

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

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

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

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

As a result, we expect Logistics margins to improve during the second half of 2026.

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

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

Our Dedicated business remains strong as customer retention remains high, and we have been successful in continuing to secure rate increases on renewals.

In addition, Dedicated customers are expanding existing fleets, and we continue to have success with customers in new markets.

Werner Logistics profitability continues to be impacted by ongoing pricing pressure.

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

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

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

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

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

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

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

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

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

In addition, increased competition for high-quality drivers, combined with rising fuel, insurance and equipment replacement costs, may further limit capacity.

We anticipate further capacity attrition, along with seasonal peak volumes, to improve freight rates through the remainder of 2026.

In the TTS segment, trucking revenues, net of fuel surcharge, increased 26.9% in second quarter 2026 compared to second quarter 2025 due to a 16.3% increase in the average number of tractors in service and a 9.1% increase in average revenues per tractor per week, net of fuel surcharge.

The TTS segment average number of tractors in service increase was due primarily to a 43.7% increase in Dedicated average tractors in service, which was mostly due to the addition of FirstFleet, partially offset by a 34.1% decrease in One-Way Truckload average tractors in service as a result of our One-Way Truckload restructuring plan, and slightly lower legacy Dedicated tractors.

The result of our One-Way Truckload restructuring is showing early gains, with second quarter 2026 One-Way Truckload average revenues per tractor per week, net of fuel surcharge increasing 27.7%, average total miles per tractor per week up 15.7%, and One-Way Truckload revenues per total mile, net of fuel surcharge increasing 10.4%, compared to second quarter 2025, reflecting the combined effect of our restructuring and pricing actions.

We expect One-Way Truckload fleet average revenues per total mile, net of fuel surcharge, to increase 10% to 13% in third quarter 2026 compared to third quarter 2025, as we expect ongoing pricing improvement as more contract renewals become effective, alongside anticipated seasonal demand later in the year.

The increase in TTS average revenues per tractor per week, net of fuel surcharge was also due to a 5.4% increase in Dedicated average revenues per tractor per week, net of fuel surcharge.

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

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

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

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

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

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

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

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

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

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

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

We are raising our full-year 2026 guidance for Dedicated average revenues per tractor per week, net of fuel surcharge, from a range of flat or increase up to 3%, to a range of an increase of 3% to 5%, as we have been successful in securing price increases in contract renewals for both our legacy Dedicated fleet and FirstFleet business.

The average number of tractors in service in the TTS segment increased 16.3% to 8,712 in second quarter 2026 from 7,489 in second quarter 2025.

We ended second quarter 2026 with 8,695 tractors in the TTS segment, an increase of 1,150 tractors compared to the end of second quarter 2025, and a sequential decrease of 345 tractors compared to the end of the first quarter 2026.

Within TTS, Dedicated ended second quarter 2026 with 6,960 tractors (or 80% of our total TTS segment fleet) compared to 4,890 tractors (or 65%) a year ago.

We our revising our full-year 2026 guidance for TTS average tractors in service from up 23% to 28% to a range of up 16% to 18% when compared to the same period in 2025.

A portion of our previously anticipated growth in the second half may be delayed beyond year end, in part from further productivity gains we are realizing with our revenue equipment across the TTS segment, coupled with a slower pace of driver hiring, as there are currently fewer quality drivers available across the industry.

Trucking fuel surcharge revenues increased 118.4% to $120.6 million in second quarter 2026 from $55.2 million in second quarter 2025 due primarily to higher average diesel fuel prices in second quarter 2026 and the impact of the FirstFleet acquisition.

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

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

7 unchanged sentences

Werner Logistics revenues are generated by its three divisions.

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

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

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

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

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

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

Werner Logistics recorded a minimal amount of revenue and brokered freight expense in second quarter 2026 and $4.7 million in second quarter 2025 for certain shipments performed by the TTS segment (also recorded as trucking revenue by the TTS segment), and these transactions between reporting segments are eliminated in consolidation.

In second quarter 2026, Werner Logistics revenues decreased $9.4 million, or 4.3%, compared to second quarter 2025.

Truckload Logistics revenues (72% of total Werner Logistics segment revenues) decreased $17.8 million, or 10%, in second quarter 2026, driven by a decrease in shipments of 29%, partially offset by a 26% increase in revenue per shipment.

Intermodal revenues (16% of total Werner Logistics segment revenues) increased $5.4 million, or 18%, due to an increase in shipments of 17% and a 2% increase in revenue per shipment.

Final Mile revenues (12% of total Werner Logistics segment revenues) increased $3.0 million, or 14%, in second quarter 2026, and increased 13% sequentially.

Operating Expenses

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

Our operating ratio (operating expenses expressed as a percentage of operating revenues) was 98.2% in second quarter 2026 compared to 91.2% in second quarter 2025.

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

The tables on pages 31 through 32 show the consolidated statements of income in dollars and as a percentage of total operating revenues and the percentage increase or decrease in the dollar amounts of those items compared to the same period of the prior year, as well as the operating ratios, operating margins, and certain statistical information for our two reportable segments, TTS and Werner Logistics.

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

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

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

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

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

Salaries, wages and benefits increased $60.5 million, or 24.2%, in second quarter 2026 compared to second quarter 2025, and increased 0.1% as a percentage of operating revenues.

The higher dollar amount of salaries, wages and benefits expense was due primarily to increased driver and non-driver pay and higher benefit costs, as we had a higher average number of employees.

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

Non-driver salaries, wages and benefits in our non-trucking Werner Logistics segment decreased 1.7% in second quarter 2026 compared to second quarter 2025.

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

2 unchanged sentences

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

We anticipate a tightening market for high-quality drivers.

Competition for high-quality drivers has increased.

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

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

We continue to take significant actions to strengthen our driver recruiting and retention as we strive to be the truckload employer of choice, including competitive driver pay, providing a modern tractor and trailer fleet with the latest safety equipment and technology, investing in our driver training school network and offering a wide variety of driving positions including daily and weekly home time opportunities.

home time opportunities.

We are unable to predict whether we will experience future driver shortages or maintain our current driver retention rates.

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

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

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

Fuel increased $59.5 million, or 98.5%, in second quarter 2026 compared to second quarter 2025, and increased 4.8% as a percentage of operating revenues, due primarily to higher average diesel fuel prices in second quarter 2026 and the impact of the FirstFleet acquisition.

Average diesel fuel prices were $1.67 per gallon higher in second quarter 2026 than in second quarter 2025, and were $1.08 per gallon higher than in first quarter 2026.

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

3 unchanged sentences

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

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

For July 2026, the average diesel fuel price per gallon was $1.31 higher than the average diesel fuel price per gallon in July 2025, and $1.38 higher than in third quarter 2025.

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

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

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

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

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

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

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

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

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

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

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

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

As of June 30, 2026, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

Supplies and maintenance increased $15.4 million, or 24.7%, in second quarter 2026 compared to second quarter 2025, and was flat as a percentage of operating revenues.

The expense increase was driven by an increase in over-the-road tractor and trailer maintenance, in-house tractor maintenance, and higher toll and tire costs in second quarter 2026, resulting primarily from the FirstFleet acquisition.

Insurance and claims increased $48.2 million, or 708.0%, in second quarter 2026 compared to second quarter 2025, and increased 5.3% as a percentage of operating revenues, due primarily to the impact of a $45.7 million liability reversal through insurance and claims expense in second quarter 2025 as a result of a favorable decision related to an adverse jury verdict rendered on May 17, 2018 for a December 2014 accident, effectively ending the lawsuit in favor of Werner.

The addition of insurance and claims expense in connection with the FirstFleet acquisition in January 2026 is also contributing to the increase in insurance and claims expense year over year.

These increases were partially offset by lower unfavorable reserve development in second quarter 2026 compared to the same period in 2025.

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

1 unchanged sentence

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

We ren ewed our liability insurance policies on August 1, 2025, and are responsible for the first $15.0 million per claim on all claims with an annual $7.5 million aggregate for claims between $15.0 million and $20.0 million.

For the policy year that began August 1, 2024 we were responsible for the first $15.0 million per claim on all claims with an annual $7.5 million aggregate for claims between $15.0 million and $20.0 million .

We maintain liability insurance coverage with insurance carriers in excess of the $15.0 million per claim.

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

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

We ren ewed our liability insurance policies on August 1, 2026, and are responsible for the first $15.0 million per claim on all claims with an annual $7.5 million aggregate for claims between $15.0 million and $20.0 million, consistent with the prior year.

We maintain liability insurance cov erage with insurance carriers in excess of the $15.0 million per claim.

Our liability insurance premiums per mile for the policy year that began August 1, 2026 increased approximately six percent from the previous policy year.

Depreciation and amortization expense increased $8.1 million, or 11.4%, in second quarter 2026 compared to second quarter 2025, and decreased 1.0% as a percentage of operating revenues due primarily to depreciation and amortization of tangible and intangible assets recorded in the FirstFleet acquisition.

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

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

The average age of our tractor fleet was 3.0 years as of June 30, 2026, and the average age of our trailers was 6.3 years.

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

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

Rent and purchased transportation expense increased $20.6 million, or 9.0%, in second quarter 2026 compared to second quarter 2025, and decreased 3.6% as a percentage of operating revenues.

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

The payments to third-party capacity providers

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

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

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

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

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

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

Werner Logistics purchased transportation expense decreased $2.6 million in second quarter 2026, and increased to 87.7% as a percentage of Werner Logistics revenues in second quarter 2026 from 85.1% in second quarter 2025.

The increase in the percentage of Werner Logistics revenues was due primarily to higher capacity costs year over year.

Rent and purchased transportation expense for the TTS segment increased $18.5 million in second quarter 2026 compared to second quarter 2025 due primarily to an increase in operating lease expense in connection with the FirstFleet acquisition and higher reimbursements to independent contractors related to higher average diesel fuel prices.

Challenging operating conditions continue to make independent contractor recruitment and retention difficult.

3 unchanged sentences

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

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

Restructuring and impairment expense was $4.1 million in second quarter 2026.

As discussed above, we began a strategic restructuring of our One-Way Truckload business in fourth quarter 2025.

We do not expect further restructuring expenses going forward.

Other operating expenses increased $12.3, or 230.9%, in second quarter 2026 compared to second quarter 2025, and increased 1.5% as a percentage of operating revenues due primarily to the impact of a $7.9 million net favorable change to the contingent earnout liability related to the Baylor Trucking, Inc.

acquisition in the second quarter 2025.

The increase in other operating expenses was also due to acquisition expenses of $4.3 million in connection with the FirstFleet acquisition and continued integration efforts and a decrease in net gains on sales of property and equipment (primarily used tractors and trailers).

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

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

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

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

Gains on sales of property and equipment were $1.5 million in second quarter 2026 compared to $5.9 million in second quarter 2025.

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

We continue to anticipate increasing used equipment demand and resale values through the remainder of 2026.

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

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

As a result, we are narrowing our anticipated gains on our used equipment for full-year 2026 from a range between $8 million and $18 million to a range between $10 million and $14 million.

Other Expense (Income)

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

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

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

Income Tax Expense (Benefit)

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

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

Other expense, net of other income, increased $2.4 million, or 32.5%, in second quarter 2026 compared to second quarter 2025, due primarily to a $2.2 million increase in net interest expense.

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

We continue to expect net interest expense to be between $40 million and $45 million for full-year 2026.

Income Tax Expense

Income tax expense decreased $13.5 million in second quarter 2026 compared to second quarter 2025 due to lower pre-tax income, partially offset by an increase in the effective income tax rate.

Our effective income tax rate (income taxes expressed as a percentage of income before income taxes) increased to 27.3% in second quarter 2026 compared to 26.2% in second quarter 2025.

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

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Operating Revenues and Operating Profitability

Operating revenues increased 18.9% for the first six months of 2026, compared to the same period of the prior year.

When comparing the first six months of 2026 to the first six months of 2025, TTS segment revenues increased $277.4 million, or

27.2%, and Werner Logistics revenues decreased $9.2 million, or 2.2%.

The increase in TTS segment revenues was primarily due to $277.0 million of operating revenues related to our FirstFleet acquisition in the first six months of 2026.

In the TTS segment, trucking revenues, net of fuel surcharge, increased $196.5 million, due primarily to a 15.2% increase in average tractors in service and a 6.1% increase in average revenues per tractor per week, net of fuel surcharge.

TTS segment fuel surcharge revenues for the first six months 2026 increased $86.2 million, or 76.4%, when compared to the same period of the prior year due to higher average diesel fuel prices and the impact of the FirstFleet acquisition.

The decrease in Werner Logistics revenues was due primarily to lower volumes in Truckload Logistics, partially offset by higher volumes in Intermodal and increased Final Mile revenues.

We had operating income of $20.9 million for the first six months of 2026 compared to $60.5 million for the first six months of 2025, and our operating margin percentage decreased to 1.2% for the first six months of 2026 from 4.1% for the first six months of 2025.

TTS segment had operating income of $41.1 million for the first six months of 2026 compared to $63.2 million for the first six months of 2025, and its operating margin percentage decreased to 3.2% for the first six months of 2026 from 6.2% for the first six months of 2025.

The decrease in our consolidated and TTS segment operating results during the first six months of 2026 was due primarily to the prior year impacts of a $45.7 million liability reversal through insurance and claims expense as a result of a previously disclosed favorable decision related to a lawsuit arising from a December 2014 accident, and a net favorable change of $7.8 million to the contingent earnout liability related to the Baylor Trucking, Inc.

Werner Logistics had an operating loss of $5.9 million for the first six months of 2026 compared to operating income of $3.9 million for the first six months of 2025, and its operating margin percentage decreased to (1.4)% for the first six months of 2026 from 0.9% for the first six months of 2025, primarily due to continued operating margin pressure during the first six months of 2026, as higher spot freight rates drove an increase in purchased transportation costs as a percentage of operating revenues.

Operating Expenses

Our operating ratio (operating expenses expressed as a percentage of operating revenues) was 98.8% for the six months ended June 30, 2026 and 95.9% for the six months ended June 30, 2025.

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

Salaries, wages and benefits increased $96.9 million, or 19.6%, in the first six months of 2026 compared to the same period in 2025, and increased 0.2% as a percentage of operating revenues.

The higher dollar amount of salaries, wages and benefits expense was due primarily to increased driver and non-driver pay and higher benefit costs, as we had a higher average number of employees.

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

Non-driver salaries, wages and benefits in our non-trucking Werner Logistics segment decreased 3.2% in the first six months of 2026 compared to the same period in 2025.

Fuel increased $78.8 million, or 63.8%, in the first six months of 2026 compared to the same period in 2025, and increased 3.2% as a percentage of operating revenues due to higher average diesel fuel prices in the first six months of 2026 and the impact of the FirstFleet acquisition.

Average diesel fuel prices were $1.08 per gallon higher in the first six months of 2026 than in same period in 2025.

Supplies and maintenance increased $23.2 million, or 18.9%, in the first six months of 2026 compared to the same period in 2025 and remained flat as a percentage of operating revenues.

The expense increase was driven by an increase in over-the-road tractor and trailer maintenance, in-house tractor maintenance, and higher toll and office supply costs in the first six months of 2026, resulting primarily from the FirstFleet acquisition.

Insurance and claims increased $46.4 million, or 125.5% in the first six months of 2026 compared to the same period in 2025, and increased 2.3% as a percentage of operating revenues, due primarily to the impact of a $45.7 million liability reversal through insurance and claims expense in second quarter 2025 as a result of a favorable decision related to an adverse jury verdict rendered on May 17, 2018 for a December 2014 accident, effectively ending the lawsuit in favor of Werner.

The addition of insurance and claims expense in connection with the FirstFleet acquisition in January 2026 is also contributing to the increase in insurance and claims expense year over year.

These increases were partially offset by lower expense for liability claims, resulting primarily from lower unfavorable reserve development and lower expense for new claims in the first six months of 2026 compared to the same period in 2025.

Depreciation and amortization expense increased $14.2 million, or 10.1%, in the first six months of 2026 compared to the same period in 2025, and decreased 0.7% as a percentage of operating revenues due primarily to depreciation and amortization of

tangible and intangible assets recorded in the FirstFleet acquisition.

Werner Logistics purchased transportation expense decreased $1.2 million in the first six months of 2026 as a result of the decline in Werner Logistics revenues, and increased 1.6% as a percentage of Werner Logistics revenues to 86.9% in the first six months of 2026 from 85.3% in the same period in 2025.

The increase in the percentage of Werner Logistics revenues was due primarily to higher capacity costs year over year.

Rent and purchased transportation expense for the TTS segment increased $28.2 million in the first six months of 2026 compared to the same period in 2025 due primarily to an increase in operating lease expense in connection with the FirstFleet acquisition and higher reimbursements to independent contractors related to higher average diesel fuel prices.

Restructuring and impairment expense was $4.1 million in the first six months of 2026.

As discussed above, we began a strategic restructuring of our One-Way Truckload business in fourth quarter 2025.

Other operating expenses increased $15.5 million in the first six months of 2026 compared to the same period in 2025, and increased 0.9% as a percentage of operating revenues.

The expense increased due primarily to acquisition expenses of $10.3 million in connection with the FirstFleet acquisition and continued integration efforts, and a decrease in net gains on sales of property and equipment (primarily used tractors and trailers) in the first six months of 2026.

The increase in other operating expenses was also impacted by a $7.8 million net favorable change to the contingent earnout liability related to the Baylor Trucking, Inc.

acquisition in the second quarter of 2025.

Gains on sales of property and equipment were $5.3 million in the first six months of 2026 compared to $8.8 million in the same period in 2025.

We sold more tractors and fewer trailers in in the first six months of 2026 compared to the same period in 2025, and realized lower average sale prices for our used equipment.

Other Expense (Income)

Other expense, net of inco me, increased $4.7 million in the first six months of 2026 compared to the same period in 2025 due p rimarily to a $4.3 million increase in net interest expense.

Net interest expense increased due primarily to an increase in average debt outstanding, partially offset by a decrease in average interest rates (see Note 9 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for further information on our debt and interest rate swaps).

Income Tax Expense

Income tax expense decreased $11.8 million in the first six months of 2026 compared to the same period in 2025, due to lower pre-tax income, partially offset by an increase in the effective income tax rate.

Our effective income tax rate increased to 37.4% in the first six months of 2026 compared to 26.9% in the first six months of 2025 due primarily to differences in discrete income tax items.

Liquidity and Capital Resources:

3 unchanged sentences

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

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

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

Management believes our financial position at June 30, 2026 is strong.

As of June 30, 2026, we had $57.0 million of cash and cash equivalents and $1.4 billion of stockholders’ equity.

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

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

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

In addition, we have a maximum amount of funding available of $1.4 billion under our Credit Facilities, for which our total available borrowing capacity was $599.9 million as of June 30, 2026 (see Note 9 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our credit facilities).

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

1 unchanged sentence

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

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

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

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

Except as described below, there were no other material changes in the nature of these items during the six months ended June 30, 2026.

• Debt Obligations and Interest Payments – As of June 30, 2026, we had outstanding debt under the Credit Facilities with an aggregate principal amount of $793.0 million, with no principal amount expected to be paid within 12 months.

As of June 30, 2026, future interest payments associated with the Credit Facilities are estimated to be $57.5 million through 2027, with $41.7 million payable within 12 months.

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

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

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

As of June 30, 2026, we had finance lease payment obligations of $48.3 million, with $25.1 million payable within 12 months.

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

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

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

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

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

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

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

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

During the six months ended June 30, 2026, we generated cash flow from operations of $167.3 million, a 121.8% or $91.9 million increase in cash flows compared to the same six-month period a year ago.

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

Net investing activities used $185.8 million and $63.9 million for the six-month periods ended June 30, 2026 and 2025, respectively.

Net cash invested in our FirstFleet acquisition was $184.8 million for the six-month period ended June 30, 2026.

Net proceeds from the sales of property and equipment (primarily revenue equipment) were $8.6 million for the six-month period ended June 30, 2026, compared to net property and equipment additions of $58.1 million during the same period of 2025.

The decrease in net capital expenditures during the first half of 2026 was due to several factors, including selling more equipment and purchasing less following our One-Way Truckload segment restructuring efforts, modest incremental use of operating leases, and a decline in technology-related capital spending as we near completion of building the technology infrastructure for our future.

We are raising our full-year 2026 estimated net capital expenditure range (primarily revenue equipment) from $185 million to $225 million to $215 million to $250 million, compared to net capital expenditures in 2025 of $162.7 million.

The higher capital expenditures is expected to accelerate fleet modernization and reduce the average age of our tractor fleet.

The increase in expenditures also reflects a strategic pre-buy of certain 2026 model-year tractors ahead of the 2027 emissions standards.

These investments are expected to improve reliability, lower repair and maintenance costs, enhance driver satisfaction and customer service, and support higher equipment gains in future years.

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

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

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

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

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

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

As of June 30, 2026, we were committed to property and equipment purchases of approximately $139.8 million.

Net financing activities provided $15.2 million during the six months ended June 30, 2026, and used $1.8 million during the same period in 2025.

We had net borrowings on our debt under our Credit Facilities of $41.0 million during the six months ended June 30, 2026, increasing our outstanding debt to $793.0 million at June 30, 2026.

We had net borrowings on our debt under our Credit Facilities of $75.0 million during the six months ended June 30, 2025.

We paid dividends of $16.8 million during the six months ended June 30, 2026 and $17.3 million during the same period in 2025.

We currently plan to continue paying a quarterly dividend.

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

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

We did not repurchase any shares of common stock during the six months ended June 30, 2026.

Financing activities for the same period in 2025 included common stock repurchases of 2,113,007 shares at a cost of $55.6 million, including broker commissions and excise taxes.

As of June 30, 2026, the Company had not purchased any shares pursuant to our current Board of Directors repurchase authorization and had 5,000,000 shares remaining available for repurchase.

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

2 unchanged sentences

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

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

On February 13, 2026, the Federal Motor Carrier Safety Administration

published "Restoring Integrity to the Issuance of Non-Domiciled Commercial Driver’s Licenses," which became effective on March 16, 2026.

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

13 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis