Second Quarter 2026 Highlights (all metrics compared to second quarter 2025)

Total revenues of $933.9 million, increased $180.8 million, or 24%
Operating income of $16.9 million, decreased $49.4 million, or 74%; non-GAAP adjusted operating income of $27.6 million, increased $11.0 million, or 67%
Operating margin of 1.8%, declined 700 basis points from 8.8%; non-GAAP adjusted operating margin of 3.0%, increased 80 basis points from 2.2%
Diluted earnings per share of $0.11, down 85%; non-GAAP adjusted diluted earnings per share of $0.22, up 178.0%

Werner Enterprises, Inc. (NASDAQ:WERN), a premier transportation and logistics provider, today reported results for the second quarter ended June 30, 2026.

"Werner’s strong second-quarter results reflect the strategic efforts implemented over the last few quarters and our decisive actions to adapt to a capacity tightening market," said Chairman and CEO Derek Leathers. "Our organic Dedicated business is growing, and the FirstFleet acquisition is driving margin improvement ahead of schedule. The strategic restructuring in One-Way Truckload has delivered the strongest revenue per truck growth in a decade. Safety metrics and insurance and claims costs trended favorably for a second consecutive quarter, demonstrating the impact of quality hiring and training combined with cutting edge technologies. Werner is well-positioned to drive accelerated earnings power throughout the year."

Total revenues for the quarter were $933.9 million, an increase of $180.8 million compared to the prior year, due to a $184.9 million, or 36%, increase in Truckload Transportation Services ("TTS") revenues, partially offset by a decline in Werner Logistics revenues of $9.4 million. A portion of the TTS revenue increase was due to $65.4 million higher fuel surcharge revenues.

Operating income of $16.9 million decreased $49.4 million, or 74%, while operating margin of 1.8% declined 700 basis points from 8.8%. The decrease in operating income is primarily due to the non-recurrence of favorable liability reversals of $53.6 million recorded in the prior year related to the dismissal of litigation arising from a December 2014 accident, and the settlement of our Baylor Trucking, Inc. contingent consideration arrangement. On a non-GAAP basis, adjusted operating income of $27.6 million increased $11.0 million, or 67%. Adjusted operating margin of 3.0% increased 80 basis points from 2.2%.

TTS had operating income of $27.1 million, a decrease of $37.0 million, and TTS had non-GAAP adjusted operating income of $32.3 million, an increase of $19.5 million, or 153%. Werner Logistics had an operating loss of $3.9 million compared to $4.3 million operating income in the prior year, and Werner Logistics had a non-GAAP adjusted operating loss of $2.7 million, compared to non-GAAP adjusted operating income of $5.9 million in the prior year. Corporate and Other (including driving schools) had an operating loss of $6.3 million compared to a $2.1 million operating loss in the prior year driven by acquisition expenses, which were excluded for non-GAAP, partially offset by year-over-year favorability in our driver schools.

Net interest expense of $10.1 million increased $2.2 million primarily due to an increase in average debt outstanding, partially offset by a decrease in average interest rates. The effective income tax rate during the quarter was 27.3%, compared to 26.2% in second quarter 2025.

Net gain on our strategic investments were $0.6 million compared to $0.7 million in the prior year quarter. Consistent with prior reporting, increases or decreases to the values of these strategic investments are adjusted out for determining non-GAAP adjusted net income (loss) and non-GAAP adjusted earnings (loss) per share.

Net income attributable to Werner of $6.4 million decreased 86%. On a non-GAAP basis, adjusted net income attributable to Werner was $13.5 million, an increase of $8.6 million, or 174%. Diluted earnings per share of $0.11 down 85%. On a non-GAAP basis, adjusted diluted earnings per share of $0.22 increased 178.0%.

Key Consolidated Financial Metrics

	Three Months Ended June 30,								Six Months Ended June 30,
(In thousands, except per share amounts)		2026			2025		Y/Y Change			2026			2025		Y/Y Change
Total revenues	$	933,927		$	753,148		24	%	$	1,742,537		$	1,465,262		19	%
Truckload Transportation Services revenues	$	702,572		$	517,647		36	%	$	1,296,884		$	1,019,522		27	%
Werner Logistics revenues	$	211,732		$	221,177		(4	)%	$	407,568		$	416,735		(2	)%
Operating income	$	16,921		$	66,321		(74	)%	$	20,916		$	60,489		(65	)%
Operating margin		1.8	%		8.8	%	(700) bps			1.2	%		4.1	%	(290) bps
Net income attributable to Werner	$	6,350		$	44,062		(86	)%	$	2,088		$	33,964		(94	)%
Diluted earnings per share	$	0.11		$	0.72		(85	)%	$	0.03		$	0.55		(94	)%
Adjusted operating income ⁽¹⁾	$	27,578		$	16,555		67	%	$	39,521		$	14,752		168	%
Adjusted operating margin ⁽¹⁾		3.0	%		2.2	%	80 bps			2.3	%		1.0	%	130 bps
Adjusted net income (loss) attributable to Werner ⁽¹⁾	$	13,527		$	4,930		174	%	$	15,103		$	(2,280	)	762	%
Adjusted diluted earnings (loss) per share ⁽¹⁾	$	0.22		$	0.08		178	%	$	0.25		$	(0.04	)	777	%
(1) See attached Reconciliation of Non-GAAP Financial Measures - Consolidated.

Truckload Transportation Services (TTS) Segment

Revenues of $702.6 million increased $184.9 million; trucking revenues, net of fuel surcharge, increased $121.3 million, or 27% year over year
Operating income of $27.1 million decreased $37.0 million; non-GAAP adjusted operating income of $32.3 million increased $19.5 million, or 153%, due to the addition of FirstFleet, lower insurance and claims expense (excluding FirstFleet) and profitability improvement in One-Way Truckload, partially offset with lower gains from sale of used equipment
Operating margin of 3.9%, decreased 850 basis points from 12.4%; non-GAAP adjusted operating margin, net of fuel surcharge, of 5.5% increased 270 basis points from 2.8%
Average segment trucks in service totaled 8,712, an increase of 1,223 trucks year over year, or 16.3%, while segment trucks at quarter end increased by 1,150 trucks, or 15.2%. The increase is driven by the FirstFleet acquisition, partially offset by a smaller One-Way Truckload fleet
Dedicated unit trucks at quarter end totaled 6,960, or 80% of the total TTS segment fleet, compared to 4,890 trucks, or 65%, a year ago
One-Way Truckload average revenues per truck per week increased 27.7% from restructuring efforts over the last two quarters, higher spot rates and contractual rate increases
One-Way revenues per total mile, net of fuel surcharge, increased 10.4% year over year

We acquired FirstFleet on January 27, 2026. FirstFleet financial results are reported in our Dedicated operating segment within Truckload Transportation Services. As a result of this acquisition, Dedicated experienced a net increase in average trucks in service, up 2,121 trucks, or 43.7% year over year, and up 644 trucks sequentially. Dedicated quarter-end fleet size was up 42.3% year over year. Dedicated average revenues per truck per week, net of fuel surcharge, increased 5.4%.

Key Truckload Transportation Services Segment Financial Metrics

	Three Months Ended June 30,								Six Months Ended June 30,
(In thousands)		2026			2025		Y/Y Change			2026			2025		Y/Y Change
Trucking revenues, net of fuel surcharge	$	572,224		$	450,903		27	%	$	1,080,505		$	883,976		22	%
Trucking fuel surcharge revenues		120,569			55,201		118	%		199,037			112,841		76	%
Non-trucking and other revenues		9,779			11,543		(15	)%		17,342			22,705		(24	)%
Total revenues	$	702,572		$	517,647		36	%	$	1,296,884		$	1,019,522		27	%
Operating income	$	27,118		$	64,089		(58	)%	$	41,056		$	63,173		(35	)%
Operating margin		3.9	%		12.4	%	(850) bps			3.2	%		6.2	%	(300) bps
Operating ratio		96.1	%		87.6	%	850 bps			96.8	%		93.8	%	300 bps
Adjusted operating income ⁽¹⁾	$	32,286		$	12,775		153	%	$	47,111		$	14,739		220	%
Adjusted operating margin ⁽¹⁾		4.6	%		2.5	%	210 bps			3.6	%		1.4	%	220 bps
Adjusted operating margin, net of fuel surcharge ⁽¹⁾		5.5	%		2.8	%	270 bps			4.3	%		1.6	%	270 bps
Adjusted operating ratio ⁽¹⁾		95.4	%		97.5	%	(210) bps			96.4	%		98.6	%	(220) bps
Adjusted operating ratio, net of fuel surcharge ⁽¹⁾		94.5	%		97.2	%	(270) bps			95.7	%		98.4	%	(270) bps
(1) See attached Reconciliation of Non-GAAP Financial Measures - Truckload Transportation Services (TTS) Segment.

Werner Logistics Segment

Revenues of $211.7 million decreased $9.4 million, or 4%
Operating loss was $3.9 million compared to $4.3 million operating income in the prior year; non-GAAP adjusted operating loss was $2.7 million compared to non-GAAP adjusted operating income of $5.9 million in the prior year
Operating margin of (1.8)% decreased 380 basis points from 2.0%; non-GAAP adjusted operating margin of (1.3)% decreased 400 basis points from 2.7%

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

Intermodal revenues (16% of Werner Logistics 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 Werner Logistics revenues) increased $3.0 million, or 14%, and increased 13% sequentially.

Key Werner Logistics Segment Financial Metrics

	Three Months Ended June 30,								Six Months Ended June 30,
(In thousands)		2026			2025		Y/Y Change			2026			2025		Y/Y Change
Total revenues	$	211,732		$	221,177		(4	)%	$	407,568		$	416,735		(2	)%
Operating expenses:
Purchased transportation expense		185,744			188,326		(1	)%		354,274			355,484		0	%
Other operating expenses		29,858			28,523		5	%		59,169			57,398		3	%
Total operating expenses		215,602			216,849		(1	)%		413,443			412,882		0	%
Operating income (loss)	$	(3,870	)	$	4,328		(189	)%	$	(5,875	)	$	3,853		(252	)%
Operating margin		(1.8	)%		2.0	%	(380) bps			(1.4	)%		0.9	%	(230) bps
Adjusted operating income (loss) ⁽¹⁾	$	(2,721	)	$	5,876		(146	)%	$	(3,578	)	$	6,550		(155	)%
Adjusted operating margin⁽¹⁾		(1.3	)%		2.7	%	(400) bps			(0.9	)%		1.6	%	(250) bps
(1) See attached Reconciliation of Non-GAAP Financial Measures - Werner Logistics Segment.

Cash Flow and Capital Allocation

Cash flow from operations in second quarter 2026 was $84.7 million compared to $46.0 million in second quarter 2025, an increase of 84%.

Net capital proceeds in second quarter 2026 were $9.7 million compared to net capital expenditures of $65.6 million in second quarter 2025. The lower year-over-year capital expenditure spend is primarily due to one-time factors, including selling more equipment and buying less following One-Way restructuring, modest incremental use of operating leases, and declining technology-related capital spending as we near completion of building the technology-stack for our future. We continue to prioritize business reinvestment in safe and modern equipment, including trucks and trailers, as well as in technology, our terminal network and our talent. The average ages of our truck and trailer fleets were 3.0 years and 6.3 years, respectively, as of June 30, 2026. We are raising our full-year 2026 net capital expenditures guidance to reduce the average age of our tractor fleet.

Gains on sales of property and equipment in second quarter 2026 were $1.5 million, or $0.02 per share, compared to $5.9 million, or $0.07 per share, in second quarter 2025. Gains on sales of property and equipment are reflected as a reduction of other operating expenses in our income statement.

We did not repurchase shares of our common stock in second quarter 2026. As of June 30, 2026, we had 5.0 million shares remaining under our share repurchase authorization.

As of June 30, 2026, we had $57.0 million of cash and cash equivalents and $1.4 billion of stockholders’ equity. Total debt outstanding, including finance lease liabilities of $48.3 million, was $841.3 million at June 30, 2026. After considering letters of credit issued, we had available liquidity consisting of cash and cash equivalents and available borrowing capacity as of June 30, 2026 of $657.0 million. Subsequent to the end of the quarter, on July 7, 2026, we entered into a fourth amendment to our Loan Security Agreement, increasing the maximum funding available for eligible receivables from $350.0 million to $375.0 million, which may increase to $400.0 million upon request and acceptance by the lenders.

2026 Guidance Metrics and Assumptions

The following table summarizes our updated 2026 guidance assumptions:

Prior

2026 Guidance

(as of 4/28/26)

Actual

(as of 6/30/26)

Current

2026 Guidance

(as of 7/28/26)

TTS average truck count growth

23% to 28%

(2026 vs. 2025)

15.2%

(1H26 vs. 1H25)

16% to 18%

(2026 vs. 2025)

Net capital expenditures

(proceeds)

$185M to $225M

(2026)

$(8)M

(YTD)

$215M to $250M

(2026)

TTS Guidance

Dedicated RPTPW ⁽¹⁾ growth

Flat to 3%

(2026 vs. 2025)

3.1%

(1H26 vs. 1H25)

3% to 5%

(2026 vs. 2025)

One-Way Truckload

RPTM ⁽¹⁾ growth

1% to 4%

(2Q26 vs. 2Q25)

10.4%

(2Q26 vs. 2Q25)

10% to 13%

(3Q26 vs. 3Q25)

Assumptions

Effective income tax rate

25.5% to 26.5%

(2026)

37.4%

(YTD)

25.5% to 26.5%

(2026)

⁽¹⁾Net of fuel surcharge revenues

Call Information

Werner Enterprises, Inc. will conduct a conference call to discuss second quarter 2026 earnings today beginning at 4:00 p.m. CT. The news release, live webcast of the earnings conference call, and accompanying slide presentation will be available at werner.com in the "Investors" section under "News & Events" and then "Events Calendar." To participate in the conference call, please dial (844) 701-1165 (domestic) or (412) 504-9718 (international). Please mention to the operator that you are dialing in for the Werner Enterprises call.

A replay of the conference call will be available on July 28, 2026 at approximately 6:00 p.m. CT through August 28, 2026 by dialing (855) 669-9658 (domestic) or (412) 317-0088 (international) and using the access code 9111315. A replay of the webcast will also be available at werner.com in the "Investors" section under "News & Events" and then "Events Calendar."

About Werner Enterprises

Werner Enterprises, Inc. (NASDAQ:WERN) delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With 2025 revenues of nearly $3.0 billion, a modern truck and trailer fleet, more than 14,500 talented associates and our innovative Werner EDGE^® technology, we are an essential solutions provider for customers who value the integrity of their supply chain and require safe and exceptional on-time service. Werner® provides Dedicated and One-Way Truckload services as well as Logistics services that include truckload brokerage, freight management, intermodal and final mile. Werner embraces inclusion as a core value and manages key risks and opportunities through a balanced sustainability strategy.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s latest available Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q.

For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission ("SEC"), through the issuance of press releases or by other methods of public disclosure.

Consolidated Financial Information

INCOME STATEMENT
(Unaudited)
(In thousands, except per share amounts)

	Three Months Ended June 30,										Six Months Ended June 30,
	2026					2025					2026					2025
	$			%		$			%		$			%		$			%
Operating revenues	$	933,927		100.0		$	753,148		100.0		$	1,742,537		100.0		$	1,465,262		100.0
Operating expenses:
Salaries, wages and benefits		310,964		33.3			250,451		33.2			590,625		33.9			493,676		33.7
Fuel		119,897		12.8			60,401		8.0			202,342		11.6			123,493		8.4
Supplies and maintenance		77,648		8.3			62,260		8.3			145,453		8.3			122,300		8.3
Taxes and licenses		23,383		2.5			23,100		3.1			46,211		2.7			45,444		3.1
Insurance and claims		41,425		4.4			(6,813	)	(0.9	)		83,353		4.8			36,964		2.5
Depreciation and amortization		78,811		8.4			70,757		9.4			155,008		8.9			140,806		9.6
Rent and purchased transportation		248,927		26.7			228,280		30.3			470,031		27.0			434,422		29.7
Communications and utilities		4,866		0.6			3,730		0.5			9,457		0.5			8,087		0.6
Restructuring and impairment		4,094		0.4			—		—			4,094		0.2			—		—
Other		6,991		0.8			(5,339	)	(0.7	)		15,047		0.9			(419	)	—
Total operating expenses		917,006		98.2			686,827		91.2			1,721,621		98.8			1,404,773		95.9
Operating income		16,921		1.8			66,321		8.8			20,916		1.2			60,489		4.1
Other expense (income):
Interest expense		11,674		1.3			9,353		1.3			23,324		1.3			18,890		1.3
Interest income		(1,569	)	(0.2	)		(1,487	)	(0.2	)		(3,072	)	(0.2	)		(2,979	)	(0.2	)
Loss (gain) on investments in equity securities		11		—			33		—			(15	)	—			35		—
Earnings from equity method investment		(650	)	(0.1	)		(719	)	(0.1	)		(736	)	—			(842	)	(0.1	)
Other		117		—			51		—			19		—			(317	)	—
Total other expense, net		9,583		1.0			7,231		1.0			19,520		1.1			14,787		1.0
Income before income taxes		7,338		0.8			59,090		7.8			1,396		0.1			45,702		3.1
Income tax expense		2,003		0.2			15,468		2.0			522		—			12,301		0.8
Net income		5,335		0.6			43,622		5.8			874		0.1			33,401		2.3
Net loss attributable to noncontrolling interest		1,015		0.1			440		0.1			1,214		—			563		—
Net income attributable to Werner	$	6,350		0.7		$	44,062		5.9		$	2,088		0.1		$	33,964		2.3
Diluted shares outstanding		60,240					61,001					60,196					61,532
Diluted earnings per share	$	0.11				$	0.72				$	0.03				$	0.55

CONDENSED BALANCE SHEET
(In thousands, except share amounts)

	June 30, 2026			December 31, 2025
	(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents	$	57,024		$	59,922
Accounts receivable, trade, less allowance of $8,818 and $7,646, respectively		490,902			394,933
Other receivables		17,630			20,398
Inventories and supplies		14,175			12,104
Prepaid expenses		43,452			57,184
Assets held for sale		11,983			32,643
Other current assets		40,144			35,665
Total current assets		675,310			612,849
Property and equipment		2,996,322			2,901,984
Less – accumulated depreciation		1,163,904			1,111,480
Property and equipment, net		1,832,418			1,790,504
Finance lease right-of-use assets, net		48,068			—
Goodwill		138,576			129,104
Intangible assets, net		62,945			44,603
Operating lease right-of-use assets, net		98,938			39,703
Other non-current assets		299,454			271,911
Total assets	$	3,155,709		$	2,888,674

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	119,087		$	95,084
Insurance and claims accruals		119,367			99,827
Accrued payroll		82,941			51,442
Accrued expenses		8,045			16,199
Current maturities of finance lease liabilities		25,120			—
Current maturities of operating lease liabilities		46,900			15,451
Other current liabilities		65,461			36,781
Total current liabilities		466,921			314,784
Long-term debt, net of current portion		793,000			752,000
Finance lease liabilities, less current maturities		23,167			—
Operating lease liabilities, less current maturities		53,720			26,470
Other long-term liabilities		24,316			26,080
Insurance and claims accruals, net of current portion		136,816			112,126
Deferred income taxes		274,608			266,209
Total liabilities		1,772,548			1,497,669
Temporary equity - redeemable noncontrolling interest		26,899			28,113
Stockholders’ equity:
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares issued; 59,977,156 and 59,869,405 shares outstanding, respectively		805			805
Paid-in capital		147,482			144,641
Retained earnings		1,889,869			1,904,572
Accumulated other comprehensive loss		(11,939	)		(16,075	)
Treasury stock, at cost; 20,556,380 and 20,664,131 shares, respectively		(669,955	)		(671,051	)
Total stockholders’ equity		1,356,262			1,362,892
Total liabilities, temporary equity and stockholders’ equity	$	3,155,709		$	2,888,674

SUPPLEMENTAL INFORMATION
(Unaudited)
(In thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
		2026			2025			2026			2025
Capital expenditures (proceeds), net	$	(9,726	)	$	65,628		$	(7,742	)	$	58,062
Cash flow from operations	$	84,683		$	46,025		$	168,133		$	75,395
Return on assets (annualized)		0.1	%		5.9	%		(0.2	)%		2.2	%
Return on equity (annualized)		0.3	%		11.9	%		(0.5	)%		4.5	%

Segment Financial and Operating Statistics Information

SEGMENT INFORMATION
(Unaudited)
(In thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
		2026			2025			2026			2025
Revenues
Truckload Transportation Services	$	702,572		$	517,647		$	1,296,884		$	1,019,522
Werner Logistics		211,732			221,177			407,568			416,735
Other ⁽¹⁾		19,024			18,439			37,033			36,662
Corporate		597			634			1,157			1,155
Subtotal		933,925			757,897			1,742,642			1,474,074
Inter-segment eliminations ⁽²⁾		2			(4,749	)		(105	)		(8,812	)
Total	$	933,927		$	753,148		$	1,742,537		$	1,465,262
Operating Income (Loss)
Truckload Transportation Services	$	27,118		$	64,089		$	41,056		$	63,173
Werner Logistics		(3,870	)		4,328			(5,875	)		3,853
Other ⁽¹⁾		969			(39	)		1,615			(448	)
Corporate		(7,296	)		(2,057	)		(15,880	)		(6,089	)
Total	$	16,921		$	66,321		$	20,916		$	60,489

(1) Other includes our driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, and other business activities.
(2) Inter-segment eliminations represent transactions between reporting segments that are eliminated in consolidation.

OPERATING STATISTICS BY SEGMENT
(Unaudited)

	Three Months Ended June 30,								Six Months Ended June 30,
		2026			2025		% Chg			2026			2025		% Chg
Truckload Transportation Services segment
Average trucks in service		8,712			7,489		16.3	%		8,583			7,452		15.2	%
Average revenues per truck per week⁽¹⁾	$	5,053		$	4,632		9.1	%	$	4,842		$	4,563		6.1	%
Total trucks (at quarter end)
Company		8,380			7,215		16.1	%		8,380			7,215		16.1	%
Independent contractor		315			330		(4.5	)%		315			330		(4.5	)%
Total trucks		8,695			7,545		15.2	%		8,695			7,545		15.2	%
Total trailers (at quarter end)		35,510			24,660		44.0	%		35,510			24,660		44.0	%
One-Way Truckload
Trucking revenues, net of fuel surcharge (in 000’s)	$	137,948		$	164,083		(15.9	)%	$	274,349		$	318,504		(13.9	)%
Average trucks in service		1,736			2,634		(34.1	)%		1,929			2,633		(26.7	)%
Total trucks (at quarter end)		1,735			2,655		(34.7	)%		1,735			2,655		(34.7	)%
Average percentage of empty miles		14.94	%		15.50	%	(3.6	)%		15.27	%		15.75	%	(3.0	)%
Average revenues per truck per week ⁽¹⁾	$	6,114		$	4,787		27.7	%	$	5,529		$	4,650		18.9	%
Average % change YOY in revenues per total mile ⁽¹⁾		10.4	%		2.7	%				7.0	%		1.5	%
Average % change YOY in total miles per truck per week		15.7	%		(2.3	)%				10.8	%		(2.9	)%
Average completed trip length in miles (loaded)		685			581		17.9	%		679			579		17.3	%
Dedicated
Trucking revenues, net of fuel surcharge (in 000’s)	$	434,276		$	286,820		51.4	%	$	806,156		$	565,472		42.6	%
Average trucks in service		6,976			4,855		43.7	%		6,654			4,819		38.1	%
Total trucks (at quarter end)		6,960			4,890		42.3	%		6,960			4,890		42.3	%
Average revenues per truck per week ⁽¹⁾	$	4,789		$	4,542		5.4	%	$	4,654		$	4,512		3.1	%
Werner Logistics segment
Average trucks in service		27			28		(3.6	)%		26			24		8.3	%
Total trucks (at quarter end)		27			23		17.4	%		27			23		17.4	%
Total trailers (at quarter end)		2,470			3,650		(32.3	)%		2,470			3,650		(32.3	)%
Total containers (at quarter end)		375			200		87.5	%		375			200		87.5	%
(1) Net of fuel surcharge revenues

Non-GAAP Financial Measures and Reconciliations

To supplement our financial results presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we provide certain non-GAAP financial measures as defined by the SEC Regulation G, including non-GAAP adjusted operating income (loss); non-GAAP adjusted operating margin; non-GAAP adjusted operating margin, net of fuel surcharge; non-GAAP adjusted net income (loss) attributable to Werner; non-GAAP adjusted diluted earnings (loss) per share; non-GAAP adjusted operating revenues, net of fuel surcharge; non-GAAP adjusted operating revenues, less purchased transportation expense; non-GAAP adjusted operating expenses; non-GAAP adjusted operating expenses, net of fuel surcharge; non-GAAP adjusted operating ratio; and non-GAAP adjusted operating ratio, net of fuel surcharge. We believe these non-GAAP financial measures provide a more useful comparison of our performance from period to period because they exclude the effect of items that, in our opinion, do not reflect our core operating performance. Our non-GAAP financial measures are not meant to be considered in isolation or as substitutes for their comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. There are limitations to using non-GAAP financial measures. Although we believe that they improve comparability in analyzing our period to period performance, they could limit comparability to other companies in our industry if those companies define these measures differently. Because of these limitations, our non-GAAP financial measures should not be considered measures of income generated by our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.

The following tables present reconciliations of each non-GAAP financial measure to its most directly comparable GAAP financial measure as required by SEC Regulation G. In addition, information regarding each of the excluded items as well as our reasons for excluding them from our non-GAAP results is provided below.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – CONSOLIDATED
(unaudited)
(In thousands, except per share amounts)

	Three Months Ended June 30,									Six Months Ended June 30,
	2026				2025					2026				2025
Non-GAAP Adjusted Operating Income and Non-GAAP Adjusted Operating Margin ⁽¹⁾	$		% of Op. Rev.		$			% of Op. Rev.		$		% of Op. Rev.		$			% of Op. Rev.
Operating income and operating margin – (GAAP)	$	16,921	1.8	%	$	66,321		8.8	%	$	20,916	1.2	%	$	60,489		4.1	%
Non-GAAP adjustments:
Insurance and claims⁽²⁾		—	—	%		(45,662	)	(6.1	)%		—	—	%		(44,151	)	(3.0	)%
Restructuring and impairment⁽³⁾		4,094	0.4	%		—		—	%		4,094	0.2	%		—		—	%
Amortization of intangible assets ⁽⁴⁾		2,223	0.3	%		2,517		0.3	%		4,258	0.3	%		5,035		0.3	%
Contingent consideration adjustment ⁽⁵⁾		—	—	%		(7,921	)	(1.0	)%		—	—	%		(7,921	)	(0.5	)%
Severance expense⁽⁶⁾		—	—	%		1,300		0.2	%		—	—	%		1,300		0.1	%
Acquisition expenses⁽⁷⁾		4,340	0.5	%		—		—	%		10,253	0.6	%		—		—	%
Non-GAAP adjusted operating income and non-GAAP adjusted operating margin	$	27,578	3.0	%	$	16,555		2.2	%	$	39,521	2.3	%	$	14,752		1.0	%

	Three Months Ended June 30,												Six Months Ended June 30,
	2026						2025						2026						2025
Non-GAAP Adjusted Net Income (Loss) Attributable to Werner and Non-GAAP Adjusted Diluted Earnings (Loss) Per Share ⁽¹⁾	$			Diluted EPS			$			Diluted EPS			$			Diluted EPS			$			Diluted EPS
Net income attributable to Werner and diluted earnings per share – (GAAP)	$	6,350		$	0.11		$	44,062		$	0.72		$	2,088		$	0.03		$	33,964		$	0.55
Non-GAAP adjustments:
Insurance and claims⁽²⁾		—			—			(45,662	)		(0.75	)		—			—			(44,151	)		(0.72	)
Restructuring and impairment, net of amount attributable to noncontrolling interest⁽³⁾		3,710			0.06			—			—			3,710			0.06			—			—
Amortization of intangible assets, net of amount attributable to noncontrolling interest ⁽⁴⁾		2,223			0.03			2,345			0.04			4,258			0.07			4,691			0.08
Contingent consideration adjustments⁽⁵⁾		—			—			(7,921	)		(0.13	)		—			—			(7,921	)		(0.13	)
Severance expense⁽⁶⁾		—			—			1,300			0.02			—			—			1,300			0.02
Acquisition expenses⁽⁷⁾		4,340			0.07			—			—			10,253			0.17			—			—
Loss (gain) on investments in equity securities ⁽⁸⁾		11			—			33			—			(15	)		—			35			—
Earnings from equity method investment ⁽⁹⁾		(650	)		(0.01	)		(719	)		(0.01	)		(736	)		(0.01	)		(842	)		(0.01	)
Income tax effect of above adjustments ⁽¹⁰⁾		(2,457	)		(0.04	)		11,492			0.19			(4,455	)		(0.07	)		10,644			0.17
Non-GAAP adjusted net income (loss) attributable to Werner and non-GAAP adjusted diluted earnings (loss) per share	$	13,527		$	0.22		$	4,930		$	0.08		$	15,103		$	0.25		$	(2,280	)	$	(0.04	)

	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Non-GAAP Adjusted Operating Revenues, Net of Fuel Surcharge ⁽¹⁾	$			$			$			$
Operating revenues – (GAAP)	$	933,927		$	753,148		$	1,742,537		$	1,465,262
Non-GAAP adjustment:
Trucking fuel surcharge⁽¹¹⁾		(120,569	)		(55,201	)		(199,037	)		(112,841	)
Non-GAAP Adjusted Operating revenues, net of fuel surcharge	$	813,358		$	697,947		$	1,543,500		$	1,352,421

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – TRUCKLOAD TRANSPORTATION SERVICES (TTS) SEGMENT
(unaudited)
(In thousands)

	Three Months Ended June 30,									Six Months Ended June 30,
	2026				2025					2026				2025
Non-GAAP Adjusted Operating Income and Non-GAAP Adjusted Operating Margin ⁽¹⁾	$		% of Op. Rev.		$			% of Op. Rev.		$		% of Op. Rev.		$			% of Op. Rev.
Operating income and operating margin – (GAAP)	$	27,118	3.9	%	$	64,089		12.4	%	$	41,056	3.2	%	$	63,173		6.2	%
Non-GAAP adjustments:
Insurance and claims⁽²⁾		—	—	%		(45,662	)	(8.8	)%		—	—	%		(44,151	)	(4.3	)%
Restructuring and impairment⁽³⁾		4,094	0.6	%		—		—	%		4,094	0.3	%		—		—	%
Amortization of intangible assets ⁽⁴⁾		1,074	0.1	%		1,369		0.3	%		1,961	0.1	%		2,738		0.2	%
Contingent consideration adjustment ⁽⁵⁾		—	—	%		(7,921	)	(1.5	)%		—	—	%		(7,921	)	(0.8	)%
Severance expense ⁽⁶⁾		—	—	%		900		0.1	%		—	—	%		900		0.1	%
Non-GAAP adjusted operating income and non-GAAP adjusted operating margin	$	32,286	4.6	%	$	12,775		2.5	%	$	47,111	3.6	%	$	14,739		1.4	%

	Three Months Ended June 30,										Six Months Ended June 30,
	2026					2025					2026					2025
Non-GAAP Adjusted Operating Expenses and Non-GAAP Adjusted Operating Ratio ⁽¹⁾	$			% of Op. Rev.		$			% of Op. Rev.		$			% of Op. Rev.		$			% of Op. Rev.
Operating expenses and operating ratio – (GAAP)	$	675,454		96.1	%	$	453,558		87.6	%	$	1,255,828		96.8	%	$	956,349		93.8	%
Non-GAAP adjustments:
Insurance and claims⁽²⁾		—		—	%		45,662		8.8	%		—		—	%		44,151		4.3	%
Restructuring and impairment⁽³⁾		(4,094	)	(0.6	)%		—		—	%		(4,094	)	(0.3	)%		—		—	%
Amortization of intangible assets ⁽⁴⁾		(1,074	)	(0.1	)%		(1,369	)	(0.3	)%		(1,961	)	(0.1	)%		(2,738	)	(0.2	)%
Contingent consideration adjustment⁽⁵⁾		—		—	%		7,921		1.5	%		—		—	%		7,921		0.8	%
Severance expense ⁽⁶⁾		—		—	%		(900	)	(0.1	)%		—		—	%		(900	)	(0.1	)%
Non-GAAP adjusted operating expenses and non-GAAP adjusted operating ratio	$	670,286		95.4	%	$	504,872		97.5	%	$	1,249,773		96.4	%	$	1,004,783		98.6	%

	Three Months Ended June 30,						Six Months Ended June 30,
Non-GAAP Adjusted Operating Revenues, Net of Fuel Surcharge; Non-GAAP Adjusted Operating Expenses, Net of Fuel Surcharge; Non-GAAP Adjusted Operating Margin, Net of Fuel Surcharge; and Non-GAAP Adjusted Operating Ratio, Net of Fuel Surcharge ⁽¹⁾	2026			2025			2026			2025
	$			$			$			$
Operating revenues – (GAAP)	$	702,572		$	517,647		$	1,296,884		$	1,019,522
Less: Trucking fuel surcharge ⁽¹¹⁾		(120,569	)		(55,201	)		(199,037	)		(112,841	)
Operating revenues, net of fuel surcharge – (Non-GAAP)		582,003			462,446			1,097,847			906,681
Operating expenses – (GAAP)		675,454			453,558			1,255,828			956,349
Non-GAAP adjustments:
Trucking fuel surcharge ⁽¹¹⁾		(120,569	)		(55,201	)		(199,037	)		(112,841	)
Insurance and claims⁽²⁾		—			45,662			—			44,151
Restructuring and impairment⁽³⁾		(4,094	)		—			(4,094	)		—
Amortization of intangible assets ⁽⁴⁾		(1,074	)		(1,369	)		(1,961	)		(2,738	)
Contingent consideration adjustment⁽⁵⁾		—			7,921			—			7,921
Severance expense ⁽⁶⁾		—			(900	)		—			(900	)
Non-GAAP adjusted operating expenses, net of fuel surcharge		549,717			449,671			1,050,736			891,942
Non-GAAP adjusted operating income	$	32,286		$	12,775		$	47,111		$	14,739
Non-GAAP adjusted operating margin, net of fuel surcharge		5.5	%		2.8	%		4.3	%		1.6	%
Non-GAAP adjusted operating ratio, net of fuel surcharge		94.5	%		97.2	%		95.7	%		98.4	%

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – WERNER LOGISTICS SEGMENT
(unaudited)
(In thousands)

	Three Months Ended June 30,										Six Months Ended June 30,
	2026					2025					2026					2025
Non-GAAP Adjusted Operating Revenues, Less Purchased Transportation Expense ⁽¹⁾	$			% of Op. Rev.		$			% of Op. Rev.		$			% of Op. Rev.		$			% of Op. Rev.
Operating revenues – (GAAP)	$	211,732		100.0	%	$	221,177		100.0	%	$	407,568		100.0	%	$	416,735		100.0	%
Non-GAAP adjustment:
Purchased transportation expense⁽¹²⁾		(185,744	)	(87.7	)%		(188,326	)	(85.1	)%		(354,274	)	(86.9	)%		(355,484	)	(85.3	)%
Non-GAAP adjusted operating revenues, less purchased transportation expense	$	25,988		12.3	%	$	32,851		14.9	%	$	53,294		13.1	%	$	61,251		14.7	%

	Three Months Ended June 30,									Six Months Ended June 30,
	2026					2025				2026					2025
Non-GAAP Adjusted Operating Income (Loss) and Non-GAAP Adjusted Operating Margin ⁽¹⁾	$			% of Op. Rev.		$		% of Op. Rev.		$			% of Op. Rev.		$		% of Op. Rev.
Operating income (loss) and operating margin – (GAAP)	$	(3,870	)	(1.8	)%	$	4,328	2.0	%	$	(5,875	)	(1.4	)%	$	3,853	0.9	%
Non-GAAP adjustments:
Amortization of intangible assets ⁽⁴⁾		1,149		0.5	%		1,148	0.5	%		2,297		0.5	%		2,297	0.6	%
Severance expense ⁽⁶⁾		—		—	%		400	0.2	%		—		—	%		400	0.1	%
Non-GAAP adjusted operating income (loss) and non-GAAP adjusted operating margin	$	(2,721	)	(1.3	)%	$	5,876	2.7	%	$	(3,578	)	(0.9	)%	$	6,550	1.6	%


(1) Non-GAAP adjusted operating income (loss); non-GAAP adjusted operating margin; non-GAAP adjusted operating margin, net of fuel surcharge; non-GAAP adjusted net income (loss) attributable to Werner; non-GAAP adjusted diluted earnings (loss) per share; non-GAAP adjusted operating revenues, net of fuel surcharge; non-GAAP adjusted operating revenues, less purchased transportation expense; non-GAAP adjusted operating expenses; non-GAAP adjusted operating expenses, net of fuel surcharge; non-GAAP adjusted operating ratio; and non-GAAP adjusted operating ratio, net of fuel surcharge should be considered in addition to, rather than as substitutes for, GAAP operating income (loss); GAAP operating margin; GAAP net income attributable to Werner; GAAP diluted earnings per share; GAAP operating revenues; GAAP operating expenses; and GAAP operating ratio, which are their most directly comparable GAAP financial measures.

(2) Represents a reversal of a $45.7 million net liability in second quarter 2025 related to the Texas Supreme Court’s ruling in Werner’s favor, reversing and dismissing a previously disclosed adverse jury verdict rendered on May 17, 2018 in a lawsuit arising from a December 2014 accident. The reversal included Werner's uninsured portion (retention) and accrued interest. Prior to second quarter 2025, we accrued pre-tax insurance and claims expense for interest related to the December 2014 accident. Additional information about the accident was included in our Current Report on Form 8-K dated May 17, 2018. Under our insurance policies in effect on the date of this accident, our maximum liability for this accident was $10.0 million (plus pre-judgment and post-judgment interest) with premium-based insurance coverage that exceeded the jury verdict amount. 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 our favor during second quarter 2025. Management believes excluding the effect of this item provides a more useful comparison of our performance from period to period. This item is included in our Truckload Transportation Services segment.

(3) Restructuring and impairment expense are excluded because management does not believe these costs are indicative of our core operating performance. These costs are included in our Truckload Transportation Services segment.

(4) Amortization expense related to intangible assets acquired in our business acquisitions is excluded because management does not believe the expense is indicative of our core operating performance. This expense is included in our Truckload Transportation Services and Werner Logistics segments.

(5) Contingent consideration, also referred to as earnout, adjustments related to our business acquisitions are excluded because management does not believe these adjustments are indicative of our core operating performance. The adjustments are recorded in other operating expenses in our Income Statement and are included in our Truckload Transportation Services segment.

(6) Severance expense is excluded because management does not believe it is indicative of our core operating performance. This item is included in salaries, wages and benefits in our Income Statement and is included in our Truckload Transportation Services and Werner Logistics segments.

(7) We incurred business acquisition-related expenses including legal and professional fees. Acquisition-related expenses are excluded as management believes these expenses are not representative of the costs of managing our on-going business. These expenses are included within other operating expenses in our income statement and in Corporate operating income in our Segment Information table.

(8) Represents non-operating mark-to-market adjustments for gains/losses on our minority equity investments, which we account for under Accounting Standards Codification ("ASC") 321, Investments – Equity Securities. Management believes excluding the effect of gains/losses on our investments in equity securities provides a more useful comparison of our performance from period to period. We record changes in the value of our investments in equity securities in other expense (income) in our income statement.

(9) Represents earnings/losses from our equity method investment, which we account for under ASC 323, Investments - Equity Method and Joint Ventures. Management believes excluding the effect of earnings/losses from our equity method investment provides a more useful comparison of our performance from period to period. We record earnings/losses from our equity method investment in other expense (income) in our income statement.

(10) The income tax effect of the non-GAAP adjustments is calculated using the incremental income tax rate excluding discrete items, and the income tax effect for 2025 has been updated to reflect the annual incremental income tax rate.

(11) Fluctuating fuel prices and fuel surcharge revenues impact the total company operating ratio and the TTS segment operating ratio when fuel surcharges are reported on a gross basis as revenues versus netting the fuel surcharges against fuel expenses. Management believes netting fuel surcharge revenues, which are generally a more volatile source of revenue, against fuel expenses provides a more consistent basis for comparing the results of operations from period to period.

(12) Management believes excluding purchased transportation expense from Werner Logistics operating revenues provides a useful measurement of our ability to source and sell services provided by third parties.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260727154925/en/

Christopher D. Wikoff

Executive Vice President, Treasurer

and Chief Financial Officer

(402) 894-3700