wern-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


[Mark			one]
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-14690

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nebraska

47-0648386

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

14507 Frontier Road

Post Office Box 45308

Omaha

Nebraska

68145-0308

(Address of principal executive offices)

(Zip Code)

(402) 895-6640

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

WERN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 1, 2026, 59,950,115 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.

Table of Contents

WERNER ENTERPRISES, INC.

INDEX


		PAGE
PART I – FINANCIAL INFORMATION
	Cautionary Note Regarding Forward-Looking Statements	3
Item 1.	Financial Statements:	4
	Consolidated Statements of Income for the Three Months Ended March 31 , 202 6 and 202 5	4
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2026 and 2025	5
	Consolidated Condensed Balance Sheets as of March 3 1 , 202 6 and December 31, 202 5	6
	Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 , 202 6 and 202 5	7
	Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the Three Months Ended March 3 1 , 202 6 and 202 5	8
	Notes to Consolidated Financial Statements (Unaudited) as of March 3 1 , 202 6	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	35
Item 5.	Other Information	35
Item 6.	Exhibits	36

Table of Contents

PART I

FINANCIAL INFORMATION

Cautionary Note Regarding Forward-Looking Statements:

This Quarterly Report on Form 10-Q contains historical information and forward-looking statements based on information currently available to our management. The forward-looking statements in this report, including those made in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of Part I, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These safe harbor provisions encourage reporting companies to provide prospective information to investors. Forward-looking statements can be identified by the use of certain words, such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar terms and language. We believe the forward-looking statements are reasonable based on currently available information. However, forward-looking statements involve risks, uncertainties and assumptions, whether known or unknown, that could cause our actual results, business, financial condition and cash flows to differ materially from those anticipated in the forward-looking statements. A discussion of important factors relating to forward-looking statements is included in Part I, Item 1A (Risk Factors) of our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”). Readers should not unduly rely on the forward-looking statements included in this Form 10-Q because such statements speak only to the date they were made. Unless otherwise required by applicable securities laws, we undertake no obligation or duty to update or revise any forward-looking statements contained herein to reflect subsequent events or circumstances or the occurrence of unanticipated events.

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

WERNER ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended March 31,
(In thousands, except per share amounts)	2026		2025
Operating revenues	$	808,610	$	712,114
Operating expenses:
Salaries, wages and benefits	279,661		243,225
Fuel	82,445		63,092
Supplies and maintenance	67,805		60,040
Taxes and licenses	22,828		22,344
Insurance and claims	41,928		43,777
Depreciation and amortization	76,197		70,049
Rent and purchased transportation	221,104		206,142
Communications and utilities	4,591		4,357

Other	8,056		4,920
Total operating expenses	804,615		717,946
Operating income (loss)	3,995		(5,832)
Other expense (income):
Interest expense	11,650		9,537
Interest income	(1,503)		(1,492)
Loss (gain) on investments in equity securities	(26)		2
Earnings from equity method investment	(86)		(123)
Other	(98)		(368)
Total other expense, net	9,937		7,556
Loss before income taxes	(5,942)		(13,388)
Income tax benefit	(1,481)		(3,167)
Net loss	(4,461)		(10,221)
Net loss attributable to noncontrolling interest	199		123
Net loss attributable to Werner	$	(4,262)	$	(10,098)
Loss per share:
Basic	$	(0.07)	$	(0.16)
Diluted	$	(0.07)	$	(0.16)
Weighted-average common shares outstanding:
Basic	59,910		61,890
Diluted	59,910		61,890

See Notes to Consolidated Financial Statements (Unaudited).

Table of Contents

WERNER ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended March 31,
(In thousands)	2026		2025
Net loss	$	(4,461)	$	(10,221)
Other comprehensive income (loss):
Foreign currency translation adjustments	40		(62)
Change in fair value of interest rate swaps, net of tax	1,692		(1,434)
Other comprehensive income (loss)	1,732		(1,496)
Comprehensive loss	(2,729)		(11,717)
Comprehensive loss attributable to noncontrolling interest	199		123
Comprehensive loss attributable to Werner	$	(2,530)	$	(11,594)

See Notes to Consolidated Financial Statements (Unaudited).

Table of Contents

WERNER ENTERPRISES, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS


(In thousands, except share amounts)	March 31, 2026		December 31, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	61,544	$	59,922
Accounts receivable, trade, less allowance of $8,370 and $7,646, respectively	485,479		394,933
Other receivables	15,434		20,398
Inventories and supplies	14,404		12,104
Prepaid expenses	57,213		57,184


Assets held for sale	23,226		32,643
Other current assets	45,616		35,665
Total current assets	702,916		612,849
Property and equipment, at cost	3,040,309		2,901,984
Less – accumulated depreciation	1,140,064		1,111,480
Property and equipment, net	1,900,245		1,790,504
Finance lease right-of-use assets, net	53,913		—
Goodwill	138,576		129,104
Intangible assets, net	65,168		44,603
Operating lease right-of-use assets, net	108,212		39,703
Other non-current assets	287,166		271,911
Total assets	$	3,256,196	$	2,888,674
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:

Accounts payable	$	137,517	$	95,084
Current portion of long-term debt	8,600		—
Insurance and claims accruals	114,769		99,827
Accrued payroll	63,709		51,442

Accrued expenses	18,156		16,199
Current maturities of finance lease liabilities	26,706		—
Current maturities of operating lease liabilities	48,832		15,451

Other current liabilities	63,653		36,781
Total current liabilities	481,942		314,784
Long-term debt, net of current portion	869,600		752,000
Finance lease liabilities, less current maturities	26,878		—
Operating lease liabilities, less current maturities	60,704		26,470
Other long-term liabilities	23,839		26,080
Insurance and claims accruals, net of current portion	136,816		112,126

Deferred income taxes	275,802		266,209
Total liabilities	1,875,581		1,497,669
Commitments and contingencies
Temporary equity - redeemable noncontrolling interest	27,914		28,113
Stockholders’ equity:
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares issued; 59,950,115 and 59,869,405 shares outstanding, respectively	805		805
Paid-in capital	144,753		144,641
Retained earnings	1,891,918		1,904,572
Accumulated other comprehensive loss	(14,343)		(16,075)
Treasury stock, at cost; 20,583,421 and 20,664,131 shares, respectively	(670,432)		(671,051)
Total stockholders’ equity	1,352,701		1,362,892
Total liabilities, temporary equity and stockholders’ equity	$	3,256,196	$	2,888,674

See Notes to Consolidated Financial Statements (Unaudited).

Table of Contents

WERNER ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
(In thousands)	2026		2025
Cash flows from operating activities:
Net loss	$	(4,461)	$	(10,221)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	76,197		70,049
Deferred income taxes	(3,757)		(11,612)
Amortization of operating lease right-of-use assets	8,715		4,502
Gain on disposal of property and equipment	(3,780)		(2,843)
Non-cash equity compensation	2,840		2,444
Insurance and claims accruals, net of current portion	(1,180)		117
Loss (gain) on investments in equity securities	(26)		2
Earnings from equity method investment	(86)		(123)

Other	(5,298)		(15,570)
Changes in certain working capital items:
Accounts receivable, net	(13,296)		4,609
Other current assets	15,730		9,540
Accounts payable	29,704		(4,373)
Operating lease liabilities	(9,302)		(4,452)
Other current liabilities	(8,550)		(12,699)
Net cash provided by operating activities	83,450		29,370
Cash flows from investing activities:
Additions to property and equipment	(52,788)		(23,513)
Proceeds from sales of property and equipment, including assets held for sale	50,804		31,079
Net cash invested in acquisition	(184,755)		—
Investment in equity securities	(2,000)		(6,011)

Issuance of notes receivable	(7,744)		(441)
Collections of notes receivable	2,478		1,257
Net cash provided by (used in) investing activities	(194,005)		2,371
Cash flows from financing activities:
Repayments of short-term debt	(12,000)		(10,000)
Proceeds from issuance of short-term debt	177,000		10,000
Repayments of long-term debt	(42,800)		(260,000)
Proceeds from issuance of long-term debt	4,000		250,000
Principal installments on finance lease obligations	(3,610)		—

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

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



Net cash provided by (used in) financing activities	112,099		(20,538)
Effect of exchange rate fluctuations on cash	78		(4)
Net increase in cash and cash equivalents	1,622		11,199
Cash and cash equivalents, beginning of period	59,922		40,752
Cash and cash equivalents, end of period	$	61,544	$	51,951
Supplemental disclosures of cash flow information:
Interest paid	$	10,538	$	14,422
Income taxes paid	1,893		21,057
Supplemental schedule of non-cash investing and financing activities:
Notes receivable issued upon sale of property and equipment

SEC Form 10-Q filed by Werner Enterprises Inc.