Financial Analysis

COMMITMENTS AND CONTINGENCIES We have committed to property and equipment purchases of approximately $24.9 million at December 31, 2025. We are involved in certain claims and pending litigation, including those described herein, arising in the ordinary course of business. The majority of these claims relate to bodily injury, property damage, cargo and workers compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We accrue for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the knowledge of the facts, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our consolidated financial statements. Moreover, the results of complex legal proceedings are difficult to predict, and our view of these matters may change in the future as the litigation and related events unfold. On May 17, 2018, in Harris County District Court in Houston, Texas, a jury rendered an adverse verdict against the Company in a lawsuit arising from a December 30, 2014 accident between a Werner tractor-trailer and a passenger vehicle. On July 30, 2018, the court entered a final judgment against Werner for $92.0 million, including pre-judgment interest. The Company pursued an ap …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS Equity Compensation Plan The Werner Enterprises, Inc. 2023 Long-term Incentive Plan (the Equity Plan), approved by the Companys shareholders in 2023, provides for grants to employees, non-employee directors, and consultants of the Company in the form of stock options, restricted awards, unrestricted stock awards, performance awards, and stock appreciation rights. The Board of Directors or the Compensation Committee of our Board of Directors determines the terms of each award, including the type, recipients, number of shares subject to and vesting conditions of each award. No awards of stock options, unrestricted stock, and stock appreciation rights have been issued under the Equity Plan to date. The maximum number of shares of common stock that may be awarded under the Equity Plan is 4,000,000 shares. As of December 31, 2025, there were 3,367,697 shares available for granting additional awards. Equity compensation expense is included in salaries, wages and benefits within the consolidated statements of income. As of December 31, 2025, the total unrecognized compensation cost related to non-vested equity compensation awards was approximately $12.1 million and is expected to be recognized over a weighted average period of 2.0 years. The following table summarizes the equity compensation expense and related income tax benefit recognized in the consolidated statements of income (in thousands): Years Ended December 31, 2025 2024 2023 …

CompensationAndEmployeeBenefitPlansTextBlock · excerpt; the full note is in the filing

DEBT AND CREDIT FACILITIES On December 20, 2022, we entered into a $1.075 billion unsecured credit facility with a group of lenders (the 2022 Credit Agreement), replacing our previous credit facilities. The 2022 Credit Agreement is scheduled to mature on December 20, 2027, and has a $100.0 million maximum limit for the aggregate amount of letters of credit issued. Revolving credit loans drawn under the 2022 Credit Agreement bear interest, at our option, at (i) the Base Rate (the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%, or (c) the one-month Term Secured Overnight Financing Rate (SOFR) plus 1.10%), plus a margin ranging between 0.125% and 0.750%, or (ii) Term SOFR plus 0.10% and a margin ranging between 1.125% and 1.750%. Swingline loans drawn under the 2022 Credit Agreement bear interest at the Base Rate, as defined above, plus a margin ranging between 0.125% and 0.750%. The 2022 Credit Agreement also requires us to pay quarterly (i) a letter of credit commission on the daily amount available to be drawn under such standby letters of credit at rates ranging between 1.125% and 1.750% per annum and (ii) a nonrefundable commitment fee on the average daily unused amount of the commitment at rates ranging between 0.125% and 0.250% per annum. The margin, letter of credit commission, and commitment fee rates are based on our ratio of net funded debt to earnings before interest, income taxes, depreciation and amortization (EBITDA). There are no scheduled p …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table presents our revenues disaggregated by revenue source (in thousands): Years Ended December 31, 2025 2024 2023 Truckload Transportation Services $ 2,051,944 $ 2,138,293 $ 2,310,810 Werner Logistics 856,863 831,337 910,433 Inter-segment eliminations (9,297) (14,429) (17,690) Transportation services 2,899,510 2,955,201 3,203,553 Other revenues 74,886 75,057 79,946 Total revenues $ 2,974,396 $ 3,030,258 $ 3,283,499

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FAIR VALUE Fair Value Measurement Definition and Hierarchy ASC 820-10, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the Company. Unobservable inputs reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Such inputs include quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active and inactive markets, inputs other than quoted price …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

GOODWILL AND INTANGIBLE ASSETS The following table presents goodwill by segment (in thousands): TTS Werner Logistics Total Balance as of December 31, 2025 and 2024 $ 46,056 $ 83,048 $ 129,104 The following table presents acquired intangible assets (in thousands): December 31, 2025 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships (1) $ 60,000 $ (20,939) $ 39,061 $ 80,200 $ (22,009) $ 58,191 Trade names (1) 7,600 (2,058) 5,542 24,600 (6,384) 18,216 Total intangible assets $ 67,600 $ (22,997) $ 44,603 $ 104,800 $ (28,393) $ 76,407 (1) During 2025, as a result of a restructuring of our One-Way Truckload operating segment, we recorded net impairment charges of $11.1 million and $10.6 million related to certain customer relationships and trade names, respectively. These charges were recorded in restructuring and impairment on the consolidated statements of income. See Note 13 Restructuring and Impairment Costs for further information regarding these impairment charges. Amortization expense on intangible assets was $10.1 million, $10.1 million, and $10.3 million for the years ended December 31, 2025, 2024, and 2023, respectively, and is reported in depreciation and amortization on the consolidated statements of income. As of December 31, 2025, we estimate future amortization expense for intangible assets by year is as follows (in thousands): 2026 $ 6,633 2027 6,633 2028 6 …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

INCOME TAXES Income tax expense consisted of the following (in thousands): Years Ended December 31, 2025 2024 2023 Current: Federal $ 1,993 $ 53,521 $ 17,624 State 1,120 3,496 7,661 Foreign 1,801 2,095 2,053 4,914 59,112 27,338 Deferred: Federal (3,382) (50,489) 4,807 State (2,260) (3,106) (1,866) Foreign 2,937 3,395 5,212 (2,705) (50,200) 8,153 Total income tax expense $ 2,209 $ 8,912 $ 35,491 The following table presents the updated requirements of ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , for the year ended December 31, 2025, which requires additional information about cash paid for income taxes disaggregated by jurisdiction (in thousands): Year Ended December 31, 2025 Federal $ 35,004 State 3,547 Foreign 35 Total cash paid for income taxes $ 38,586 Cash paid for income taxes in prior periods is presented as a supplemental disclosure in the consolidated statements of cash flows. The following table presents the updated requirements of ASU 2023-09 for the year ended December 31, 2025, reconciling the federal statutory income tax rate with our effective income tax rate (in thousands): Year Ended December 31, 2025 Tax at statutory rate $ (4,366) 21.00 % State income taxes, net of federal (national) income tax effect (1) (1,006) 4.84 % Foreign tax effects Mexico Statutory tax rate difference between Mexico and United States 756 (3.63) % Other 988 (4.75) % Other countries 37 (0.18) % Effect of cross-border tax laws 45 (0.21) % Tax credits F …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LEASES We have entered into operating leases primarily for real estate. The leases have terms which range from 2 years to 18 years, and some include options to renew. Renewal terms are included in the lease term when it is reasonably certain that we will exercise the option to renew. Operating leases are included in other non-current assets, other current liabilities and other long-term liabilities on the consolidated balance sheets. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate because the rate implicit in each lease is not readily determinable. We have certain contracts for real estate that may contain lease and non-lease components which we have elected to treat as a single lease component. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense is reported in rent and purchased transportation on the consolidated statements of income. The following table presents balance sheet and other operating lease information (dollars in thousands): December 31, 2025 2024 Right-of-use assets (recorded in other non-current assets) $ 39,703 $ 49,599 Current lease liabilities (recorded in other current liabilities) $ 15,451 $ 15,352 Long-term lease liabilities (recorded in other long-term liabili …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

New Accounting Pronouncements Adopted: In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures , with the objective of enhancing the transparency and decision usefulness of income tax information through income tax disclosure improvements, primarily related to the rate reconciliation and income taxes paid information. On December 31, 2025, we adopted ASU 2023-09 using a prospective approach. Adoption of the standard enhanced our income tax disclosures, see Note 10 Income Taxes, but did not impact our results of operations, cash flows, and financial condition. Recently Issued Accounting Pronouncements, Not Yet Effective: In November 2024, the FASB issued ASU 2024-03 Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , requiring public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of this update are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, using either a prospective or retrospective approach. We are evaluating the impact of adopting ASU …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

RESTRUCTURING AND IMPAIRMENT COSTS In the fourth quarter of 2025, we recognized expense of $44.2 million in restructuring and impairment on the consolidated statements of income. During the fourth quarter 2025, we began to incur costs in connection with the strategic restructuring of our One-Way Truckload business to enhance long-term profitability and fleet utilization by maximizing production and mitigating unprofitable freight. Key steps in this initiative included 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 (Expedited), and team capacity. This repositioning is focused on eliminating underperforming business. The restructuring reflects the necessary steps to rationalize our assets and business model for future margin expansion. These costs, collectively referred to as restructuring and impairment costs, are comprised of $21.7 million of impairment on trademark and customer relationship intangible assets, $14.4 million of impairment on revenue equipment, $6.6 million of other revenue equipment costs, and $1.5 million relating to the removal of prepaid expenses, inventory, and other current assets. These costs are recorded in our One-Way Truckload operating segment within our TTS reportable segment. There may be changes in previously recorded estimates as assets are sold, payments are made, and …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

REVENUE Revenue Recognition Revenues are recognized over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The following table presents our revenues disaggregated by revenue source (in thousands): Years Ended December 31, 2025 2024 2023 Truckload Transportation Services $ 2,051,944 $ 2,138,293 $ 2,310,810 Werner Logistics 856,863 831,337 910,433 Inter-segment eliminations (9,297) (14,429) (17,690) Transportation services 2,899,510 2,955,201 3,203,553 Other revenues 74,886 75,057 79,946 Total revenues $ 2,974,396 $ 3,030,258 $ 3,283,499 The following table presents our revenues disaggregated by geographic areas in which we conduct business (in thousands): Years Ended December 31, 2025 2024 2023 United States $ 2,839,773 $ 2,854,184 $ 3,089,205 Mexico 120,380 147,761 159,170 Canada 14,243 28,313 35,124 Total revenues $ 2,974,396 $ 3,030,258 $ 3,283,499 Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin. Transportation Services We generate nearly all of our revenues by transporting truckload freight shipments for our customers. Transportation services are carried out by our Truckload Transportation Services (TTS) segment …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

SEGMENT INFORMATION We have two reportable segments TTS and Werner Logistics. The TTS reportable segment consists of two operating segments, Dedicated and One-Way Truckload. These operating segments are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting. Dedicated provides truckload services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, utilizing either dry van or specialized trailers. One-Way Truckload is comprised of the following operating fleets: (i) the medium-to-long-haul van (Van) fleet transports a variety of consumer nondurable products and other commodities in truckload quantities over irregular routes using dry van trailers, including Mexico cross-border routes; (ii) the Expedited fleet provides time-sensitive truckload services utilizing driver teams; (iii) the regional short-haul (Regional) fleet provides comparable truckload van service within geographic regions across the United States; and (iv) the Temperature Controlled fleet provides truckload services for temperature sensitive products over irregular routes utilizing temperature-controlled trailers. Revenues for the TTS segment include a small amount of non-trucking revenues which consist primarily of the intra-Mexico portion of cross-border shipments delivered to or from Mexico where we utilize a third-party capacity provider. The Werner Log …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"SUBSEQUENT EVENTS On January 27, 2026, we acquired 100% of the equity interests of First Enterprises, Inc. (""FirstFleet"") for $245 million, which includes a maximum $35 million earnout based on gross revenue net of fuel surcharge for the period April 1, 2026, through March 31, 2027. Under a separate agreement, we also acquired real estate properties from FirstFleet for $37.8 million. We funded these transactions using cash on hand and our existing revolving credit facility. We also assumed finance leases estimated at $57.0 million. As of January 31, 2026, the total aggregate borrowings outstanding under our revolver and accounts receivable securitization facility was $884.6 million. Including the estimated value of the finance leases assumed, our total debt increased by $189.6 million during the month of January 2026 primarily as a result of the acquisition. We incurred transaction costs related to the acquisition, such as legal and professional fees, of $0.4 million for the three months ended December 31, 2025, which is included in other operating expenses on the consolidated statements of income. FirstFleet, headquartered in Murfreesboro, Tennessee, is a dedicated truckload carrier. FirstFleet operates approximately 2,400 tractors and 11,000 trailers, with 37 strategically located properties near 130 customer sites around the country. This acquisition adds scale to our Dedicated operations. The acquisition will be accounted for as a business combination using the acquisi …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies We have committed to property and equipment purchases of approximately $82.1 million at September 30, 2025 . We are involved in certain claims and pending litigation, including those described herein, arising in the ordinary course of business. The majority of these claims relate to bodily injury, property damage, cargo and workers compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We accrue for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the knowledge of the facts, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our consolidated financial statements. Moreover, the results of complex legal proceedings are difficult to predict, and our view of these matters may change in the future as the litigation and related events unfold. On May 17, 2018, in Harris County District Court in Houston, Texas, a jury rendered an adverse verdict against the Company in a lawsuit arising from a December 30, 2014 accident between a Werner tractor-trailer and a passenger vehicle. On July 30, 2018, the court entered a final judgment against Werner for $92.0 million, including pre-judgment interest. The Company pursued an …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt and Credit Facilities On December 20, 2022, we entered into a $1.075 billion unsecured credit facility with a group of lenders (the 2022 Credit Agreement), replacing our previous credit facilities. The 2022 Credit Agreement is scheduled to mature on December 20, 2027, and has a $100.0 million maximum limit for the aggregate amount of letters of credit issued. Revolving credit loans drawn under the 2022 Credit Agreement bear interest, at our option, at (i) the Base Rate (the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%, or (c) the one-month Term Secured Overnight Financing Rate (SOFR) plus 1.10%), plus a margin ranging between 0.125% and 0.750%, or (ii) Term SOFR plus 0.10% and a margin ranging between 1.125% and 1.750%. Swingline loans drawn under the 2022 Credit Agreement bear interest at the Base Rate, as defined above, plus a margin ranging between 0.125% and 0.750%. The 2022 Credit Agreement also requires us to pay quarterly (i) a letter of credit commission on the daily amount available to be drawn under such standby letters of credit at rates ranging between 1.125% and 1.750% per annum and (ii) a nonrefundable commitment fee on the average daily unused amount of the commitment at rates ranging between 0.125% and 0.250% per annum. The margin, letter of credit commission, and commitment fee rates are based on our ratio of net funded debt to earnings before interest, income taxes, depreciation and amortization (EBITDA). There are no scheduled p …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table presents our revenues disaggregated by revenue source (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Truckload Transportation Services $ 519,786 $ 522,803 $ 1,539,308 $ 1,610,998 Werner Logistics 232,585 206,774 649,320 618,168 Inter-segment eliminations (163) (3,248) (8,975) (10,582) Transportation services 752,208 726,329 2,179,653 2,218,584 Other revenues 19,291 19,372 57,108 56,995 Total revenues $ 771,499 $ 745,701 $ 2,236,761 $ 2,275,579

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Fair Value Fair Value Measurement Definition and Hierarchy ASC 820-10, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the Company. Unobservable inputs reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Such inputs include quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active and inactive markets, inputs other than quoted price …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Intangible Assets Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired in business combinations. There were no changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2025. The following table presents acquired intangible assets (in thousands): September 30, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 80,200 $ (28,025) $ 52,175 $ 80,200 $ (22,009) $ 58,191 Trade names 24,600 (7,921) 16,679 24,600 (6,384) 18,216 Total intangible assets $ 104,800 $ (35,946) $ 68,854 $ 104,800 $ (28,393) $ 76,407 Amortization expense on intangible assets was $2.5 million and $7.6 million for the three and nine months ended September 30, 2025 and 2024, respectively, and is reported in depreciation and amortization on the consolidated statements of income. As of September 30, 2025, we estimate future amortization expense for intangible assets will be $2.5 million for the remainder of 2025, and $10.1 million for each of the five succeeding fiscal years.

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Income Taxes On July 4, 2025, the United States enacted a budget reconciliation package known as the One Big Beautiful Bill Act (OBBBA), which includes significant provisions such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 and the restoration of favorable tax treatments for certain business provisions. ASC 740, Income Taxes , requires entities to recognize the effects of new income tax legislation on deferred tax balances in the reporting period in which the legislation is enacted. We recorded the effects of the OBBBA on deferred tax balances during the third quarter ended September 30, 2025. The new legislation did not have a material effect on our results of operations and financial condition but it did have a favorable impact on our cash flows for the nine months ended September 30, 2025, resulting from the reinstatement of 100% bonus depreciation for qualified property. Our effective income tax rate for the nine months ended September 30, 2025 and 2024 was 48.2% and 26.7%, respectively. The provision for income taxes for the nine months ended September 30, 2025 was higher than the same period of 2024 due to return to provision adjustments of $4.7 million related to changes in deferred tax assets and liabilities for certain acquired entities and a subsidiary located in Mexico. These return to provision adjustments had an unfavorable impact on our earnings and effective income tax rate for the nine months ended September 3 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases We have entered into operating leases primarily for real estate. The leases have terms which range from 2 years to 18 years, and some include options to renew. Renewal terms are included in the lease term when it is reasonably certain that we will exercise the option to renew. Operating leases are included in other non-current assets, other current liabilities and other long-term liabilities on the consolidated condensed balance sheets. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate because the rate implicit in each lease is not readily determinable. We have certain contracts for real estate that may contain lease and non-lease components which we have elected to treat as a single lease component. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense is reported in rent and purchased transportation on the consolidated statements of income. The following table presents balance sheet and other operating lease information (dollars in thousands): September 30, 2025 December 31, 2024 Right-of-use assets (recorded in other non-current assets) $ 40,838 $ 49,599 Current lease liabilities (recorded in other current liabilities) $ 15,460 $ 15,352 Long-term lease liabilities (recorded in …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Pronouncements, Not Yet Effective In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures , with the objective of enhancing the transparency and decision usefulness of income tax information through income tax disclosure improvements, primarily related to the rate reconciliation and income taxes paid information. The provisions of this update are effective for our annual period ending December 31, 2025, using a prospective approach. We expect the adoption of ASU 2023-09 to impact our disclosures but not our results of operations, cash flows, and financial condition. In November 2024, the FASB issued ASU 2024-03 Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , requiring public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of this update are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, using either a prospective or retrospective approach. We are evaluating the impact of adopting ASU 2024-03, and we expect this …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Revenue Revenue Recognition Revenues are recognized over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The following table presents our revenues disaggregated by revenue source (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Truckload Transportation Services $ 519,786 $ 522,803 $ 1,539,308 $ 1,610,998 Werner Logistics 232,585 206,774 649,320 618,168 Inter-segment eliminations (163) (3,248) (8,975) (10,582) Transportation services 752,208 726,329 2,179,653 2,218,584 Other revenues 19,291 19,372 57,108 56,995 Total revenues $ 771,499 $ 745,701 $ 2,236,761 $ 2,275,579 The following table presents our revenues disaggregated by geographic areas in which we conduct business (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 United States $ 737,637 $ 702,875 $ 2,128,556 $ 2,141,294 Mexico 29,923 35,597 97,091 110,882 Canada 3,939 7,229 11,114 23,403 Total revenues $ 771,499 $ 745,701 $ 2,236,761 $ 2,275,579 Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin. Contract Balances and Accounts Receivable A receivable is an un …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Information We have two reportable segments Truckload Transportation Services (TTS) and Werner Logistics. The TTS reportable segment consists of two operating segments, Dedicated and One-Way Truckload. These operating segments are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting. Dedicated provides truckload services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, utilizing either dry van or specialized trailers. One-Way Truckload is comprised of the following operating fleets: (i) the medium-to-long-haul van (Van) fleet transports a variety of consumer nondurable products and other commodities in truckload quantities over irregular routes using dry van trailers, including Mexico cross-border routes; (ii) the expedited (Expedited) fleet provides time-sensitive truckload services utilizing driver teams; (iii) the regional short-haul (Regional) fleet provides comparable truckload van service within geographic regions across the United States; and (iv) the Temperature Controlled fleet provides truckload services for temperature sensitive products over irregular routes utilizing temperature-controlled trailers. Revenues for the TTS segment include a small amount of non-trucking revenues which consist primarily of the intra-Mexico portion of cross-border shipments delivered to or from Mexico where we utilize …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events On October 7, 2025, we entered into an amendment to the LSA, increasing the maximum funding available from $300.0 million to $325.0 million. During October 2025, subsequent to entering into this amendment, we borrowed an additional $25.0 million under our LSA and we repaid $10.0 million on our revolving line of credit. For additional information regarding our credit facilities, see Note 7 Debt and Credit Facilities. In October 2025, we reached an agreement with the plaintiffs in the consolidated class action lawsuits entitled Abarca et al. v. Werner that are pending in the United States District Court for the District of Nebraska, to settle these cases for a combined $18.0 million after more than a decade of litigation. The settlement is subject to court approval. The cases involved a variety of allegations brought by a small group of drivers and later certified as a class action with tens of thousands of class members, covering the years from mid-2010 to late 2023. For additional information regarding legal proceedings, see Note 9 Commitments and Contingencies. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing