WERNER ENTERPRISES INC

In addition to the other information set forth in this report, you should carefully consider the factors discussed under Item 1A (Risk Factors) in our 2025 Form 10-K, which could materially affect our business, financial condition, and future results of operations. The risks described in this form 10-Q and in our 2025 Form 10‑K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and results of operations. In addition to the risk factors set forth in our 2025 Form 10‑K, we believe the following risks and uncertainties should be considered in evaluating our business.

Risk Factors Relating to Acquisitions

We may not realize all of the financial and strategic goals of our FirstFleet acquisition and may incur costs relating to integration.

We face various risks in connection with our acquisition and continuing integration of FirstFleet, including:

•We might not integrate FirstFleet's 11 locations into our existing network without service disruptions;

•We may not realize the benefits or cost savings anticipated to be derived from the FirstFleet acquisition as initially predicted, if at all, for a number of reasons, including if a larger than predicted number of customers decide not to continue to use FirstFleet's or our services;

•Increased leverage could restrict our access to future capital for operations and growth.

As a result of these risks and challenges, we may not realize the financial and strategic goals that we initially anticipated from the FirstFleet acquisition in a timely manner or at all. In addition, the integration of FirstFleet may be difficult, costly, and time consuming.