WERNER ENTERPRISES INC

Previous wording

The operating ratio is a common industry measure used to evaluate our profitability and that of our TTS segment operating fleets. The operating ratio consists of operating expenses expressed as a percentage of operating revenues. 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 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. Our main fixed costs include depreciation expense for tractors and trailers and non-driver salaries, wages and benefits. The TTS segment requires substantial cash expenditures for tractor and trailer purchases. We fund these purchases with net cash from operations and financing available under our existing credit facilities, as management deems necessary.

Current wording

The operating ratio is a common industry measure used to evaluate our profitability and that of our TTS segment operating fleets. The operating ratio consists of operating expenses expressed as a percentage of operating revenues. 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 third quarter 2026 to third 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. Our main fixed costs include depreciation expense for tractors and trailers and non-driver salaries, wages and benefits. The TTS segment requires substantial cash expenditures for tractor and trailer purchases. We fund these purchases with net cash from operations and financing available under our existing credit facilities, as management deems necessary.

Previous wording

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.

Current wording

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.

Previous wording

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 revenues 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 thesecond 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. acquisition. 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.

Current wording

Operating reve nues increased 23.2% for the three months ended September 30, 2026, comp ared to the same period of the prior year. When comparing third quarter 2026 to third quarter 2025, TTS segment revenues increased $194.2 million, or 37.4%, and Werner Logistics revenues decreased $16.8 million, or 7.2%. The increase in TTS segment revenues was primarily due to $170.7 million of operating revenues related to our FirstFleet acquisition in the third quarter 2026. We had operating income of $17.0 million in third quarter 2026 compared to an operating loss of $13.0 million in third quarter 2025, and our operating margin percentage increased to 1.8% in third quarter 2026 from (1.7)% in third quarter 2025. TTS segment had operating income of $23.2 million in third quarter 2026 compared to an operating loss of $13.8 million in third quarter 2025, and its operating margin percentage increased to 3.3% in third quarter 2026 from (2.7)% in third quarter 2025. The increase in our consolidated and TTS segment operating results during the third quarter 2026 was due primarily to the non-recurrence of unfavorable items recorded in the prior-year period, profitability improvement in One-Way Truckload related to our restructuring efforts, higher gains on the sale of property and equipment (primarily used tractors and trailers), and lower insurance and claims expense for our legacy business (not including FirstFleet) during the third quarter 2026. The prior-year items included an $18.0 million accrual recorded for a litigation settlement agreement and $3.4 million in associated legal fees for the consolidated class action lawsuits entitled Abarca et al. v. Werner (see Note 11 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding legal proceedings). In fourth quarter 2025, we began a strategic restructuring of our One-Way Truckload business, we believe this decisive action may 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 12 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report. These increases to operating results were partially offset by our decision to accelerate strategic spending in driver recruitment, training and onboarding in third quarter 2026 to maximize fleet capacity and support customer demand.

Previous wording

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

Current wording

Werner Logistics had an operating loss of $0.4 million in third quarter 2026 compared to operating income of $3.0 million in third quarter 2025, and its operating margin percentage decreased to (0.2)% in third quarter 2026 from 1.3% in third quarter 2025. Truckload Logistics operating margin was pressured during the first half of 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 current margin pressures are mostly transitory as contract rates are reset. In third quarter 2026, Werner Logistics operating margin improved sequentially compared to the prior quarter. This improvement was due primarily to the stabilization of purchased transportation costs and the ongoing implementation of higher contract rates across our customer base.

Previous wording

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. 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.

Current wording

Our Dedicated business remains strong as customer retention remains high, and we have been successful in continuing to secure rate increases on renewals. During the third quarter 2026, our Dedicated fleet grew through a combination of existing customer expansions and new contract implementations, which collectively accounted for over 130 tractor deployments. Our restructuring efforts continue to yield positive results within One-Way Truckload. We are focused on growing our TTS fleet to spread fixed costs across higher volume. Industry capacity has continued to contract, driven by strict regulations, rising insurance premiums, rigorous carrier vetting, and elevated litigation risk. In addition, increased competition for high-quality drivers and high fuel prices may further limit capacity. We anticipate further capacity attrition, along with seasonal peak volumes, to improve freight rates through the remainder of 2026.

Previous wording

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 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.

Current wording

In the TTS segment, trucking revenues, net of fuel surcharge, increased 28.2% in third quarter 2026 compared to third quarter 2025 due to a 15.5% increase in the average number of tractors in service and an 11.0% 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 43.8% increase in Dedicated average tractors in service, which was mostly due to the addition of FirstFleet, partially offset by a 36.6% 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. Our One-Way Truckload restructuring is showing meaningful results as we continue to prioritize yield and productivity over sheer volume. In third quarter 2026 One-Way Truckload average revenues per tractor per week, net of fuel surcharge increased 34.3%, average total miles per tractor per week increased 22.4%, and One-Way Truckload revenues per total mile, net of fuel surcharge increased 9.7%, compared to third quarter 2025. We expect One-Way Truckload fleet average revenues per total mile, net of fuel surcharge, to increase 10% to 13% in fourth quarter 2026 compared to fourth quarter 2025, as we expect ongoing pricing improvement as more contract renewals become effective, alongside anticipated seasonal demand and associated premiums later in the year. The increase in TTS average revenues per tractor per week, net of fuel surcharge was also due to a 5.6% increase in Dedicated average revenues per tractor per week, net of fuel surcharge. We are narrowing our full-year 2026 guidance for Dedicated average revenues per tractor per week, net of fuel surcharge, from a range of an increase of 3% to 5%, to a range of an increase of 4% to 5%, as we have been successful in securing price increases in contract renewals for both our legacy Dedicated fleet and FirstFleet business.

Previous wording

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.

Current wording

The average number of tractors in service in the TTS segment increased 15.5% to 8,668 in third quarter 2026 from 7,503 in third quarter 2025. We ended third quarter 2026 with 8,740 tractors in the TTS segment, an increase of 1,295 tractors compared to the end of third quarter 2025, and a sequential increase of 45 tractors compared to the end of the second quarter 2026. Within TTS, Dedicated ended third quarter 2026 with 7,090 tractors (or 81% of our total TTS segment fleet) compared to 4,965 tractors (or 67%) a year ago. We are tightening our full-year 2026 guidance for TTS average tractors in service from up 16% to 18% to a range of up 16% to 17% when compared to the same period in 2025. We experienced consistent fleet expansion in third quarter 2026, and currently, our active fleet is larger than at the end of September.

Previous wording

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. To lessen the effect of fluctuating fuel prices on our margins, we collect fuel surcharge revenues from our customers for the cost of diesel fuel and taxes in excess of specified base fuel price levels according to terms in our customer contracts. Fuel surcharge rates generally adjust weekly based on an independent U.S. Department of Energy fuel price survey which is released every Monday. Our fuel surcharge programs are designed to (i) recoup higher fuel costs from customers when fuel prices rise and (ii) provide customers with the benefit of lower fuel costs when fuel prices decline. These programs generally enable us to recover a majority, but not all, of the fuel price increases. The remaining portion is generally not recoverable because it results from empty and out-of-route miles (which are not billable to customers) and tractor idle time. Fuel prices that change rapidly in short time periods also impact our recovery because the surcharge rate in most programs only changes once per week.

Current wording

Trucking fuel surcharge revenues increased 110.6% to $125.2 million in third quarter 2026 from $59.5 million in third quarter 2025 due primarily to higher average diesel fuel prices in third 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. To lessen the effect of fluctuating fuel prices on our margins, we collect fuel surcharge revenues from our customers for the cost of diesel fuel and taxes in excess of specified base fuel price levels according to terms in our customer contracts. Fuel surcharge rates generally adjust weekly based on an independent U.S. Department of Energy fuel price survey which is released every Monday. Our fuel surcharge programs are designed to (i) recoup higher fuel costs from customers when fuel prices rise and (ii) provide customers with the benefit of lower fuel costs when fuel prices decline. These programs generally enable us to recover a majority, but not all, of the fuel price increases. The remaining portion is generally not recoverable because it results from empty and out-of-route miles (which are not billable to customers) and tractor idle time. Fuel prices that change rapidly in short time periods also impact our recovery because the surcharge rate in most programs only changes once per week.

Previous wording

Werner Logistics revenues are generated by its three divisions. 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.

Current wording

Werner Logistics revenues are generated by its three divisions. Werner Logistics recorded a minimal amount of revenue and brokered freight expense in third quarter 2026 and $0.2 million in third 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 third quarter 2026, Werner Logistics revenues decreased $16.8 million, or 7.2%, compared to third quarter 2025. Truckload Logistics revenues (70% of total Werner Logistics segment revenues) decreased $23.2 million, or 13%, in third quarter 2026, driven by a decrease in shipments of 40%, partially offset by a 44% increase in revenue per shipment. Intermodal revenues (17% of total Werner Logistics segment revenues) increased $2.4 million, or 7%, due to a 6% increase in revenue per shipment and a 1% increase in shipments. Final Mile revenues (13% of total Werner Logistics segment revenues) increased $4.1 million, or 18%, in third quarter 2026, and increased 8% sequentially.

Previous wording

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.

Current wording

Our operating ratio (operating expenses expressed as a percentage of operating revenues) was 98.2% in third quarter 2026 compared to 101.7% in third quarter 2025. Expense items that impacted the overall operating ratio are described on the following pages. The tables on pages 33 through 34 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.

Previous wording

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.

Current wording

Salaries, wages and benefits increased $49.9 million, or 18.6%, in third quarter 2026 compared to third quarter 2025, and decreased 1.3% as a percentage of operating revenues. The increase in salaries, wages and benefits expense was due primarily to the impact of the FirstFleet acquisition and higher driver recruitment, training and onboarding costs. These increases were partially offset by the impact of an $18.0 million litigation settlement agreement in the prior-year period, as discussed above. Non-driver salaries, wages and benefits in our non-trucking Werner Logistics segment increased 2.9% in third quarter 2026 compared to third quarter 2025.

Previous wording

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.

Current wording

Fuel increased $66.2 million, or 103.3%, in third quarter 2026 compared to third quarter 2025, and increased 5.4% as a percentage of operating revenues, due primarily to higher average diesel fuel prices in third quarter 2026 and the impact of the FirstFleet acquisition. Average diesel fuel prices were $1.92 per gallon higher in third quarter 2026 than in third quarter 2025, and were $0.44 per gallon higher than in second quarter 2026.

Previous wording

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.

Current wording

For October 2026, the average diesel fuel price per gallon was $2.65 higher than the average diesel fuel price per gallon in October 2025, and $2.66 higher than in fourth quarter 2025.

Previous wording

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.

Current wording

Supplies and maintenance increased $20.0 million, or 30.5%, in third quarter 2026 compared to third quarter 2025, and increased 0.5% as a percentage of operating revenues. The expense increase was mostly driven by an increase in over-the-road tractor and trailer maintenance, in-house tractor maintenance, and tire costs in third quarter 2026, resulting primarily from the FirstFleet acquisition. In addition, we incurred higher driver recruitment and onboarding costs, including costs for driver lodging and advertising, in third quarter 2026.

Previous wording

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; the remainder results from insurance premiums for claims in excess of our self-insured limits. 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.

Current wording

from lower unfavorable reserve development and lower expense for new claims in third quarter 2026 compared to the same period in 2025. The expense for new claims was impacted by decreased cost per claim in third quarter 2026 compared to third quarter 2025. The majority of our insurance and claims expense results from our claim experience and claim development under our self-insurance program; the remainder results from insurance premiums for claims in excess of our self-insured limits. The industry is experiencing an unprecedented increase in verdicts and litigation settlements, particularly for larger carriers. Despite these pressures, our insurance and claims expense for our legacy business (not including FirstFleet) declined during the third quarter 2026 compared to the same period of the prior year.

Previous wording

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.

Current wording

Depreciation and amortization expense increased $4.7 million, or 6.5%, in third quarter 2026 compared to third quarter 2025, and decreased 1.3% 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 impacts of our fourth quarter 2025 One-Way Truckload operating segment restructuring, including lower depreciation on legacy tractors from a reduced average fleet size, and decreased intangible amortization following the impairment of certain customer relationships and trade names.

Previous wording

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.

Current wording

The average age of our tractor fleet was 2.8 years as of September 30, 2026, and the average age of our trailers was 6.5 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.

Previous wording

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 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. 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.

Current wording

Rent and purchased transportation expense increased $11.5 million, or 4.7%, in third quarter 2026 compared to third quarter 2025, and decreased 4.7% 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 recorded a minimal amount of revenue and brokered freight expense in third quarter 2026 and $0.2 million in third 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. Werner Logistics purchased transportation expense decreased $14.9 million in third quarter 2026, and decreased to 85.6% as a percentage of Werner Logistics revenues in third quarter 2026 from 85.8% in third quarter 2025.

Previous wording

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.

Current wording

Rent and purchased transportation expense for the TTS segment increased $26.0 million in third quarter 2026 compared to third 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.

Previous wording

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 $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, 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.

Current wording

Other operating expenses decreased $6.6 million, or 115.4%, in third quarter 2026 compared to third quarter 2025, and decreased 0.9% as a percentage of operating revenues due primarily to higher net gains on sales of property and equipment (primarily used tractors and trailers), the non-recurrence of $3.4 million of legal fees recorded in the prior year related to the Abarca et al. v. Werner litigation discussed above, and decreased bad debt expense. These decreases were partially offset by $1.8 million of costs related to certain FirstFleet integration efforts during the third quarter 2026. 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 $8.0 million in third quarter 2026 compared to $4.5 million in third quarter 2025. We sold more tractors and trailers in third quarter 2026 compared to third 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. Equipment manufacturers production constraints, aging fleets across the industry, and the approaching 2027 EPA emission standards are supportive of demand for high-quality used assets. As a result, we are increasing our anticipated gains on our used equipment for full-year 2026 from a range between $10 million and $14 million to a range between $14 million and $16 million.

Previous wording

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.

Current wording

Other expense, net of other income, increased $0.5 million, or 5.7%, in third quarter 2026 compared to third quarter 2025, due primarily to a $1.0 million increase in net interest expense, partially offset by a $0.5 million increase in the amount of net earnings recognized from our investments (see Note 8 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our investments). 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.

Previous wording

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. acquisition. 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 first six months of 2026.

Current wording

Operating revenues increased 20.4% for the first nine months of 2026, compared to the same period of the prior year. When comparing the first nine months of 2026 to the first nine months of 2025, TTS segment revenues increased $471.6 million, or 30.6%, and Werner Logistics revenues decreased $25.9 million, or 4.0%. The increase in TTS segment revenues was primarily due to $447.7 million of operating revenues related to our FirstFleet acquisition in the first nine months of 2026. In the TTS segment, trucking revenues, net of fuel surcharge, increased $324.2 million, due primarily to a 15.3% increase in average tractors in service and a 7.8% increase in average revenues per tractor per week, net of fuel surcharge. TTS segment fuel surcharge revenues for the first nine months 2026 increased $152.0 million, or 88.2%, 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 $37.9 million for the first nine months of 2026 compared to $47.5 million for the first nine months of 2025, and our operating margin percentage decreased to 1.4% for the first nine months of 2026 from 2.1% for the first nine months of 2025. TTS segment had operating income of $64.3 million for the first nine months of 2026 compared to $49.3 million for the first nine months of 2025, and its operating margin percentage was 3.2% for the first nine months of 2026 and 2025. During the first nine months of 2026, our consolidated and TTS segment operating results benefited from the addition of FirstFleet operating results, improved profitability in One-Way Truckload following our restructuring efforts, and lower insurance and claims expense in our legacy business (not including FirstFleet). Conversely, results did not repeat favorable items from the prior-year period. These prior-year items included 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, a $7.8 million net favorable change to the Baylor Trucking, Inc. acquisition contingent earnout liability, partially offset by an $18.0 million settlement agreement and $3.4 million in associated legal fees for the Abarca et al. v. Werner litigation, as discussed above. Consolidated and TTS segment operating results during the first nine months of 2026 were also impacted by our decision to accelerate strategic spending in driver recruitment, training and onboarding to maximize fleet capacity and support customer demand.

Previous wording

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.

Current wording

Werner Logistics had an operating loss of $6.3 million for the first nine months of 2026 compared to operating income of $6.9 million for the first nine months of 2025, and its operating margin percentage decreased to (1.0)% for the first nine months of 2026 from 1.1% for the first nine months of 2025, primarily due to operating margin pressures during the first nine months of 2026, including higher spot freight rates, which drove an increase in purchased transportation costs as a percentage of operating revenues, and the timing of resetting customers to higher contract rates.

Previous wording

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. 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.

Current wording

Our operating ratio (operating expenses expressed as a percentage of operating revenues) was 98.6% for the nine months ended September 30, 2026 and 97.9% for the nine months ended September 30, 2025. Expense items that impacted the overall operating ratio are described on the following pages. The tables on pages 33 through 34 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.

Previous wording

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.

Current wording

Salaries, wages and benefits increased $146.8 million, or 19.3%, in the first nine months of 2026 compared to the same period in 2025, and decreased 0.3% as a percentage of operating revenues. The higher dollar amount of salaries, wages and benefits expense was due primarily to the impact of the FirstFleet acquisition and higher driver recruitment, training and onboarding costs. These increases were partially offset by the non-recurrence of litigation costs of $18.0 million recorded in the prior-year period related to an agreement to settle a class action lawsuit, as discussed above. Non-driver salaries, wages and benefits in our non-trucking Werner Logistics segment decreased 1.2% in the first nine months of 2026 compared to the same period in 2025.

Previous wording

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.

Current wording

Fuel increased $145.0 million, or 77.3%, in the first nine months of 2026 compared to the same period in 2025, and increased 3.9% as a percentage of operating revenues due to higher average diesel fuel prices in the first nine months of 2026 and the impact of the FirstFleet acquisition. Average diesel fuel prices were $1.36 per gallon higher in the first nine months of 2026 than in same period in 2025.

Previous wording

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.

Current wording

Supplies and maintenance increased $43.1 million, or 23.0%, in the first nine months of 2026 compared to the same period in 2025 and increased 0.2% as a percentage of operating revenues. The expense increase was mostly driven by an increase in over-the-road tractor and trailer maintenance, in-house tractor maintenance, and higher office supply, toll, and tire costs in the first nine months of 2026, resulting primarily from the FirstFleet acquisition. In addition, we incurred higher driver recruitment and onboarding costs, including costs for driver lodging and advertising, in the first nine months of 2026.

Previous wording

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.

Current wording

Insurance and claims increased $47.9 million, or 63.8% in the first nine months of 2026 compared to the same period in 2025, and increased 1.2% as a percentage of operating revenues, due primarily to the non-recurrence of a $45.7 million liability reversal in the prior-year period as a result of a previously disclosed favorable decision related to a lawsuit arising from a December 2014 accident, and the addition of insurance and claims expense in connection with the FirstFleet acquisition. 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 nine months of 2026 compared to the same period in 2025. The expense for new claims was impacted by decreased cost per claim in first nine months of 2026 compared to first nine months of 2025.

Previous wording

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. 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.

Current wording

Depreciation and amortization expense increased $18.9 million, or 8.9%, in the first nine months of 2026 compared to the same period in 2025, and decreased 0.9% 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 impacts of our fourth quarter 2025 One-Way Truckload operating segment restructuring, including lower depreciation on legacy tractors from a reduced average fleet size, and decreased intangible amortization following the impairment of certain customer relationships and trade names.

Previous wording

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.

Current wording

Werner Logistics purchased transportation expense decreased $16.1 million in the first nine months of 2026 as a result of the decline in Werner Logistics revenues, and increased 1.0% as a percentage of Werner Logistics revenues to 86.5% in the first nine months of 2026 from 85.5% 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 $54.2 million in the first nine 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.

Previous wording

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.

Current wording

Restructuring and impairment expense was $4.1 million in the first nine months of 2026. As discussed above, we began a strategic restructuring of our One-Way Truckload business in fourth quarter 2025.

Previous wording

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.

Current wording

Other operating expenses increased $8.9 million in the first nine months of 2026 compared to the same period in 2025, and increased 0.3% as a percentage of operating revenues due primarily to $12.0 million of acquisition and certain integration-related expenses related to the FirstFleet acquisition and the impact of a $7.8 million net favorable change to the Baylor Trucking, Inc. acquisition contingent earnout liability recorded in the same period in 2025. These increases were partially offset by decreased bad debt expense and the non-recurrence of $3.4 million of legal fees recorded in the prior year related to the Abarca et al. v. Werner litigation discussed above. Gains on sales of property and equipment were $13.3 million in the first nine months of 2026 and 2025. We sold more tractors and fewer trailers in the first nine months of 2026 compared to the same period in 2025, and realized lower average sale prices for our used equipment.

Previous wording

Other expense, net of income, increased $4.7 million in thefirstsix months of 2026 compared to the same period in 2025 due primarily 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).

Current wording

Other expense, net of income, increased $5.2 million in thefirst nine months of 2026 compared to the same period in 2025, andincreased 0.1%as a percentage of operating revenues due primarily to a $5.3 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 10 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).

Previous wording

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.

Current wording

Income tax expense decreased $10.0 million in the first nine months of 2026 compared to the same period in 2025, due to lower pre-tax income and a decrease in the effective income tax rate. Our effective income tax rate decreased to 17.0% in the first nine months of 2026 compared to 48.2% in the first nine months of 2025 due primarily to the impact of $4.7 million of unfavorable return to provision adjustments in the prior-year period related to changes in deferred tax assets and liabilities for certain acquired entities and a subsidiary located in Mexico and discrete favorable items in third quarter 2026.

Previous wording

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 $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. We believe our liquid assets, cash generated from operating activities, and borrowing capacity under our existing credit facilities will provide sufficient funds to meet our cash requirements and our planned stockholder returns for the foreseeable future.

Current wording

Management believes our financial position at September 30, 2026 is strong. As of September 30, 2026, we had $39.2 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 $1.45 billion under our Credit Facilities, for which our total available borrowing capacity was $615.1 million as of September 30, 2026 (see Note 10 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.

Previous wording

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 six months ended June 30, 2026.

Current wording

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 nine months ended September 30, 2026.

Previous wording

•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.

Current wording

•Debt Obligations and Interest Payments – As of September 30, 2026, we had outstanding debt under the Credit Facilities with an aggregate principal amount of $803.0 million, with no principal amount expected to be paid within 12 months. As of September 30, 2026, future interest payments associated with the Credit Facilities are estimated to be $47.3 million through 2027, with $42.1 million payable within 12 months. See Note 10 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.

Previous wording

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

Current wording

•Finance Leases – We assumed finance leases in connection with our FirstFleet acquisition. As of September 30, 2026, we had finance lease payment obligations of $44.4 million, with $24.6 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.

Previous wording

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. 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 six-month period ended June 30, 2026. 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.

Current wording

During the nine months ended September 30, 2026, we generated cash flow from operations of $188.7 million, a 57.9% or $69.2 million increase in cash flows compared to the same nine-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 nine-month period ended September 30, 2026. Cash inflows during the nine-month period ended September 30, 2026 were partially offset by an $18.0 million settlement payment for the Abarca et al. v. Werner class-action lawsuit in third quarter 2026 following court approval in July 2026 (see Note 11 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our legal proceedings). 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.

Previous wording

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

Current wording

Net investing activities used $224.3 million and $99.8 million for the nine-month periods ended September 30, 2026 and 2025, respectively. Net cash invested in our FirstFleet acquisition was $184.8 million for the nine-month period ended September 30, 2026. Net property and equipment additions (primarily revenue equipment) were $28.7 million for the nine-month period ended September 30, 2026, compared to $93.3 million during the same period of 2025. The decrease in net capital expenditures during the first nine months 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 lowering and narrowing our full-year 2026 estimated net capital expenditure range (primarily revenue equipment) from $215 million to $250 million to $190 million to $205 million, compared to net capital expenditures in 2025 of $162.7 million. This reduction in our estimated net capital expenditure range is primarily driven by the timing of equipment manufacturer deliveries, as we remain fully committed to modernizing our fleet and lowering our average tractor age. 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 September 30, 2026, we were committed to property and equipment purchases of approximately $173.6 million.