Company Announcements

Fourth Quarter 2025 Highlights (all metrics compared to fourth quarter 2024)

• Total revenues of $737.6 million, decreased $17.0 million, or 2%
• Operating loss was $35.8 million compared to $13.4 million operating income in the prior year; non-GAAP adjusted operating income of $11.3 million, down $0.9 million, or 8%
• Operating margin of (4.9)%, decreased 670 basis points from 1.8%; non-GAAP adjusted operating margin of 1.5%, decreased 10 basis points from 1.6%
• Diluted loss per share was $0.46 compared to diluted earnings per share of $0.19 in the prior year; non-GAAP adjusted diluted earnings per share was $0.05, down 29%

2025 Highlights (all metrics compared to 2024)

• Total revenues of $2.97 billion, decreased $55.9 million, or 2%
• Operating income of $11.7 million, down $54.5 million, or 82%; non-GAAP adjusted operating income of $37.0 million, down $36.7 million, or 50%
• Operating margin of 0.4%, decreased 180 basis points from 2.2%; non-GAAP adjusted operating margin of 1.2%, decreased 120 basis points from 2.4%
• Diluted loss per share was $0.24 compared to diluted earnings per share of $0.55 in the prior year; non-GAAP adjusted diluted loss per share was $0.02 compared to non-GAAP adjusted diluted earnings per share of $0.53 in the prior year

OMAHA, Neb.--(BUSINESS WIRE)--Feb. 5, 2026-- Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, today reported results for the fourth quarter and year ended December 31, 2025.

"Fourth quarter results reflect both the challenges and progress made during a difficult operating year. Dedicated revenue continued to grow, supported by increased fleet size and customer retention, and the recently announced acquisition of FirstFleet positions Werner for further sustainable, profitable growth," said Derek Leathers, Chairman and CEO. "One-Way Truckload miles per truck improved, though the fleet size was reduced as part of a strategic realignment toward specialized, higher-margin services. Logistics results were mixed, with strength in Intermodal and Final Mile offset by margin compression in Truckload Brokerage due to rising purchased transportation costs. Despite ongoing pressure across the freight market, Werner maintained strong operating cash flow and disciplined capital deployment."

Total revenues for the quarter were $737.6 million, a decrease of $17.0 million compared to the prior year, due to a $14.7 million, or 3% decrease in Truckload Transportation Services (“TTS”) revenues and a decline in Werner Logistics revenues of $5.6 million, or 3%.

Operating income decreased $49.2 million, or 368%, to a loss of $35.8 million while operating margin of (4.9)% declined 670 basis points from 1.8%. On a non-GAAP basis, adjusted operating income of $11.3 million decreased $0.9 million, or 8%. Adjusted operating margin of 1.5% declined 10 basis points from 1.6%.

TTS had an operating loss of $32.9 million compared to $11.7 million operating income in the prior year, and TTS had non-GAAP adjusted operating income of $12.7 million, a decrease of $1.9 million. Werner Logistics had operating loss of $0.2 million compared to $1.2 million operating income in the prior year, and Werner Logistics had non-GAAP adjusted operating income of $1.0 million, a decrease of $1.4 million. Corporate and Other (including driving schools) had an operating loss of $2.7 million compared to $0.4 million operating income in the prior year which had a $5.1 million gain on the sale of real estate.

Net interest expense of $8.9 million decreased $0.6 million primarily due to a decrease in average interest rates, partially offset by an increase in average debt outstanding. The effective income tax rate during the quarter increased to 20.8%, compared to 7.3% in fourth quarter 2024 driven by certain discrete return-to-provision adjustments in the prior year.

Net gains on our strategic investments were $32 thousand compared to net gains of $8.7 million, or $0.10 per share, in the prior year. Consistent with prior reporting, increases or decreases to the values of these strategic investments are adjusted out for determining non-GAAP adjusted net income (loss) and non-GAAP adjusted earnings (loss) per share.

Net loss attributable to Werner was $27.8 million compared to $11.9 million net income attributable to Werner in the prior year. On a non-GAAP basis, adjusted net income attributable to Werner was $3.3 million compared to $4.7 million in the prior year. Diluted loss per share was $0.46 compared to diluted earnings per share of $0.19 in the prior year. On a non-GAAP basis, adjusted diluted earnings per share was $0.05 compared to $0.08 in the prior year.

Key Consolidated Financial Metrics

Noteworthy Developments

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 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 fleet composition toward more specialized, Expedited, and team capacity. This repositioning is focused on moving away from underperforming business. The restructuring resulted in a total charge of $44.2 million in the fourth quarter. It is important to note that a significant portion of this is non-cash, totaling $42.7 million, which includes the impairment of $21.7 million of intangible assets and $21.0 million of revenue equipment. This non-cash charge reflects the necessary steps to rationalize our assets and business model for future margin expansion.

Truckload Transportation Services (TTS) Segment

• Revenues of $512.6 million decreased $14.7 million; trucking revenues, net of fuel surcharge, decreased 2% year over year
• Operating loss of $32.9 million compared to $11.7 million operating income in the prior year; non-GAAP adjusted operating income of $12.7 million decreased $1.9 million due to a One-Way smaller fleet and margin degradation, where as Dedicated operating income and margin improved year-over-year
• Operating margin of (6.4)% decreased 860 basis points from 2.2%; non-GAAP adjusted operating margin, net of fuel surcharge, of 2.8% decreased 30 basis points from 3.1%, driven by One-Way margin decline, partially offset with Dedicated margin improvement
• Average segment trucks in service totaled 7,340, a decrease of 155 trucks year over year, or 2.1%, while segment trucks at quarter end decreased 350 trucks
• Dedicated unit trucks at quarter end totaled 4,850, or 68% of the total TTS segment fleet, compared to 4,840 trucks, or 65%, a year ago
• Average revenues per truck per week, net of fuel surcharge decreased 0.4% for TTS

During fourth quarter 2025, Dedicated experienced a net increase in average trucks in service, up 118 trucks, or 2.4% year over year, and up 89 trucks sequentially. Dedicated quarter-end fleet size was up 0.2% year over year. Dedicated average revenues per truck per week, net of fuel surcharge, decreased 1.1%. One-Way revenues per total mile, net of fuel surcharge, decreased 0.1% year over year.

Key Truckload Transportation Services Segment Financial Metrics

Werner Logistics Segment

• Revenues of $207.5 million decreased $5.6 million, or 3%
• Operating loss of $0.2 million compared to $1.2 million operating income in the prior year; non-GAAP adjusted operating income of $1.0 million decreased $1.4 million, or 60%
• Operating margin of (0.1)% decreased 70 basis points from 0.6%; non-GAAP adjusted operating margin of 0.5% decreased 60 basis points from 1.1%

Truckload Logistics revenues (72% of Werner Logistics revenues) decreased $13.1 million, or 8%, driven by an decrease in shipments of 9%. Revenue from our PowerLink offering was down 4% while traditional brokerage had a 10% revenue decline. Lower volume drove the majority of the revenue decrease.

Intermodal revenues (16% of Werner Logistics revenues) increased $6.5 million, or 24%, due to 22% more shipments, and relatively stable revenue per shipment.

Final Mile revenues (12% of Werner Logistics revenues) increased $0.9 million, or 4%, and increased 5% sequentially.

Key Werner Logistics Segment Financial Metrics

Cash Flow and Capital Allocation

Cash flow from operations in fourth quarter 2025 was $62.3 million compared to $71.0 million in fourth quarter 2024, a decrease of 12%.

Net capital expenditures in fourth quarter 2025 were $69.4 million compared to $28.8 million in fourth quarter 2024, an increase of 141%, due to $35.7 million more in sale of property and equipment in the prior year. We continue to prioritize business reinvestment in safe and modern equipment, including trucks and trailers, as well as in technology, our terminal network and our talent. The average ages of our truck and trailer fleets were 2.7 years and 5.6 years, respectively, as of December 31, 2025. Maintaining a low-age, modern fleet improves our driver experience and results in more effective equipment maintenance, safety and fuel efficiency.

Gains on sales of property and equipment in fourth quarter 2025 were $2.4 million, or $0.03 per share, compared to $6.5 million, or $0.07 per share, in fourth quarter 2024. Gains in fourth quarter 2024 included $5.1 million gain from selling a parcel of real estate, which is adjusted out of income for purposes of non-GAAP measures. Excluding the gain on real estate, gains on sale of used equipment were up year-over-year by $1.0 million or 77%, driven by a change in the mix of equipment sold. Year over year, we sold 45% and 47% fewer tractors and trailers, respectively, and realized lower average unit gains on tractors and higher average unit gains on trailers. Gains on sales of property and equipment are reflected as a reduction of other operating expenses in our income statement.

We did not repurchase shares of our common stock in fourth quarter 2025. As of December 31, 2025, we had 5.0 million shares remaining under our share repurchase authorization.

As of December 31, 2025, we had $59.9 million of cash and cash equivalents and $1.4 billion of stockholders’ equity. Total debt outstanding was $752.0 million at December 31, 2025. After considering letters of credit issued, we had available liquidity consisting of cash and cash equivalents and available borrowing capacity as of December 31, 2025 of $702.0 million.

On January 27, 2026 we closed on the acquisition of FirstFleet, a top 11 pure play dedicated trucking company in North America. We hosted a call and presentation on January 28th. Refer to the press release and presentation relating to this announcement. The total purchase price was $282.8 million, consisting of $245.0 million for the operating company and $37.8 million for acquired real estate. The transaction was funded with a combination of cash on hand and incremental debt, which included additional borrowing from our revolving credit facility and the assumption of First Fleet capital leases at closing. As of January 31, 2026, total borrowings under our revolver and accounts receivable securitization facility were $884.6 million, representing an increase of $132.6 million versus December 31, 2025. Assumed capital leases at closing were estimated at $57.0 million, resulting in a total estimated increase in debt of $189.7 million during the month of January 2026.

Introducing 2026 Guidance

Call Information

Werner Enterprises, Inc. will conduct a conference call to discuss fourth quarter 2025 earnings today beginning at 4:00 p.m. CT. The news release, live webcast of the earnings conference call, and accompanying slide presentation will be available at werner.com in the “Investors” section under “News & Events” and then “Events Calendar.” To participate in the conference call, please dial (844) 701-1165 (domestic) or (412) 504-9718 (international). Please mention to the operator that you are dialing in for the Werner Enterprises call.

A replay of the conference call will be available on February 5, 2026 at approximately 6:00 p.m. CT through March 5, 2026 by dialing (855) 669-9658 (domestic) or (412) 317-0088 (international) and using the access code 4958876. A replay of the webcast will also be available at werner.com in the “Investors” section under “News & Events” and then “Events Calendar.”

About Werner Enterprises

Werner Enterprises, Inc. (Nasdaq: WERN) delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With 2025 revenues of $3.0 billion, a modern truck and trailer fleet, over 12,000 talented associates and our innovative Werner EDGE^® technology, we are an essential solutions provider for customers who value the integrity of their supply chain and require safe and exceptional on-time service. Werner® provides Dedicated and One-Way Truckload services as well as Logistics services that include truckload brokerage, freight management, intermodal and final mile. Werner embraces inclusion as a core value and manages key risks and opportunities through a balanced sustainability strategy.

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

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

Consolidated Financial Information

Segment Financial and Operating Statistics Information

Non-GAAP Financial Measures and Reconciliations

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

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

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

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