Werner Enterprises Inc 10-Q for FY2026 Q1

Werner Enterprises Inc (WERN)

10-Q 2026-05-08 For: 2026-03-31

Added on May 08, 2026

About this 10-Q

Werner Enterprises Inc filed this 10-Q on May 8, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $808.61M; up 13.6% from $712.11M a year earlier
Net loss: $4.26M; compared with a net loss of $10.1M a year earlier
Diluted EPS: -$0.07; compared with -$0.16 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


[Mark			one]
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		PAGE
PART I – FINANCIAL INFORMATION
	Cautionary Note Regarding Forward-Looking Statements	3
Item 1.	Financial Statements:	4
	Consolidated Statements of Income for the Three Months Ended March 31 , 202 6 and 202 5	4
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2026 and 2025	5
	Consolidated Condensed Balance Sheets as of March 3 1 , 202 6 and December 31, 202 5	6
	Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 , 202 6 and 202 5	7
	Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the Three Months Ended March 3 1 , 202 6 and 202 5	8
	Notes to Consolidated Financial Statements (Unaudited) as of March 3 1 , 202 6	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	35
Item 5.	Other Information	35
Item 6.	Exhibits	36


	Three Months Ended March 31,
(In thousands, except per share amounts)	2026		2025
Operating revenues	$	808,610	$	712,114
Operating expenses:
Salaries, wages and benefits	279,661		243,225
Fuel	82,445		63,092
Supplies and maintenance	67,805		60,040
Taxes and licenses	22,828		22,344
Insurance and claims	41,928		43,777
Depreciation and amortization	76,197		70,049
Rent and purchased transportation	221,104		206,142
Communications and utilities	4,591		4,357

Other	8,056		4,920
Total operating expenses	804,615		717,946
Operating income (loss)	3,995		(5,832)
Other expense (income):
Interest expense	11,650		9,537
Interest income	(1,503)		(1,492)
Loss (gain) on investments in equity securities	(26)		2
Earnings from equity method investment	(86)		(123)
Other	(98)		(368)
Total other expense, net	9,937		7,556
Loss before income taxes	(5,942)		(13,388)
Income tax benefit	(1,481)		(3,167)
Net loss	(4,461)		(10,221)
Net loss attributable to noncontrolling interest	199		123
Net loss attributable to Werner	$	(4,262)	$	(10,098)
Loss per share:
Basic	$	(0.07)	$	(0.16)
Diluted	$	(0.07)	$	(0.16)
Weighted-average common shares outstanding:
Basic	59,910		61,890
Diluted	59,910		61,890


	Three Months Ended March 31,
(In thousands)	2026		2025
Net loss	$	(4,461)	$	(10,221)
Other comprehensive income (loss):
Foreign currency translation adjustments	40		(62)
Change in fair value of interest rate swaps, net of tax	1,692		(1,434)
Other comprehensive income (loss)	1,732		(1,496)
Comprehensive loss	(2,729)		(11,717)
Comprehensive loss attributable to noncontrolling interest	199		123
Comprehensive loss attributable to Werner	$	(2,530)	$	(11,594)


(In thousands, except share amounts)	March 31, 2026		December 31, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	61,544	$	59,922
Accounts receivable, trade, less allowance of $8,370 and $7,646, respectively	485,479		394,933
Other receivables	15,434		20,398
Inventories and supplies	14,404		12,104
Prepaid expenses	57,213		57,184


Assets held for sale	23,226		32,643
Other current assets	45,616		35,665
Total current assets	702,916		612,849
Property and equipment, at cost	3,040,309		2,901,984
Less – accumulated depreciation	1,140,064		1,111,480
Property and equipment, net	1,900,245		1,790,504
Finance lease right-of-use assets, net	53,913		—
Goodwill	138,576		129,104
Intangible assets, net	65,168		44,603
Operating lease right-of-use assets, net	108,212		39,703
Other non-current assets	287,166		271,911
Total assets	$	3,256,196	$	2,888,674
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:

Accounts payable	$	137,517	$	95,084
Current portion of long-term debt	8,600		—
Insurance and claims accruals	114,769		99,827
Accrued payroll	63,709		51,442

Accrued expenses	18,156		16,199
Current maturities of finance lease liabilities	26,706		—
Current maturities of operating lease liabilities	48,832		15,451

Other current liabilities	63,653		36,781
Total current liabilities	481,942		314,784
Long-term debt, net of current portion	869,600		752,000
Finance lease liabilities, less current maturities	26,878		—
Operating lease liabilities, less current maturities	60,704		26,470
Other long-term liabilities	23,839		26,080
Insurance and claims accruals, net of current portion	136,816		112,126

Deferred income taxes	275,802		266,209
Total liabilities	1,875,581		1,497,669
Commitments and contingencies
Temporary equity - redeemable noncontrolling interest	27,914		28,113
Stockholders’ equity:
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares issued; 59,950,115 and 59,869,405 shares outstanding, respectively	805		805
Paid-in capital	144,753		144,641
Retained earnings	1,891,918		1,904,572
Accumulated other comprehensive loss	(14,343)		(16,075)
Treasury stock, at cost; 20,583,421 and 20,664,131 shares, respectively	(670,432)		(671,051)
Total stockholders’ equity	1,352,701		1,362,892
Total liabilities, temporary equity and stockholders’ equity	$	3,256,196	$	2,888,674


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended March 31, 2026
(In thousands, except share and per share amounts)	Common Stock		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity		Temporary Equity - Redeemable Noncontrolling Interest
BALANCE, December 31, 2025	$	805	$	144,641	$	1,904,572	$	(16,075)	$	(671,051)	$	1,362,892	$	28,113
Net loss attributable to Werner	—		—		(4,262)		—		—		(4,262)		—
Net loss attributable to noncontrolling interest	—		—		—		—		—		—		(199)
Other comprehensive income	—		—		—		1,732		—		1,732		—

Dividends on common stock ($0.14 per share)	—		—		(8,392)		—		—		(8,392)		—
Common stock issued for stock-based compensation, including tax effects, 80,710 shares	—		(2,728)		—		—		619		(2,109)		—
Non-cash equity compensation expense	—		2,840		—		—		—		2,840		—

BALANCE, March 31, 2026	$	805	$	144,753	$	1,891,918	$	(14,343)	$	(670,432)	$	1,352,701	$	27,914


	Three Months Ended March 31, 2025
(In thousands, except share and per share amounts)	Common Stock		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity		Temporary Equity - Redeemable Noncontrolling Interest
BALANCE, December 31, 2024	$	805	$	137,889	$	1,952,775	$	(18,437)	$	(617,100)	$	1,455,932	$	37,944
Net loss attributable to Werner	—		—		(10,098)		—		—		(10,098)		—
Net loss attributable to noncontrolling interest	—		—		—		—		—		—		(123)
Other comprehensive loss	—		—		—		(1,496)		—		(1,496)		—

Dividends on common stock ($0.14 per share)	—		—		(8,670)		—		—		(8,670)		—
Common stock issued for stock-based compensation, including tax effects, 74,363 shares	—		(2,466)		—		—		587		(1,879)		—
Non-cash equity compensation expense	—		2,444		—		—		—		2,444		—


BALANCE, March 31, 2025	$	805	$	137,867	$	1,934,007	$	(19,933)	$	(616,513)	$	1,436,233	$	37,821



Provisional Purchase Price
Cash consideration paid	$	177,387	(1)

Contingent consideration arrangement	30,000		(2)
Deferred cash payments	7,368		(3)

Total provisional purchase price (fair value of consideration)	214,755
Provisional Purchase Price Allocation
Accounts receivable, trade	77,250
Inventories and supplies	1,927
Prepaid expenses	8,007
Other current assets	3,130
Property and equipment	175,573

Finance lease right-of-use assets	57,195
Goodwill	9,472
Intangible assets	22,600
Operating lease right-of-use assets	74,230
Other non-current assets	873
Total assets acquired	430,257
Accounts payable	10,464
Insurance and claims accruals	16,028
Accrued payroll	16,035
Accrued expenses	2,721
Current maturities of operating lease liabilities	35,627
Current maturities of finance lease liabilities	26,900
Other current liabilities	50

Finance lease liabilities, less current maturities	30,296
Operating lease liabilities, less current maturities	38,602

Insurance and claims accruals, net of current portion	25,870
Deferred income taxes	12,909
Total liabilities assumed	215,502
Total provisional purchase price allocated	$	214,755


	Estimated Fair Value (in thousands)		Weighted-Average Estimated Amortization Period (Years)
Customer relationships	$	22,600	10


	TTS		Werner Logistics		Total
Balance as of December 31, 2025	$	46,056	$	83,048	$	129,104
Goodwill recorded in acquisition of FirstFleet	9,472		—		9,472

Balance as of March 31, 2026	$	55,528	$	83,048	$	138,576


	March 31, 2026						December 31, 2025
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	82,600	$	(22,815)	$	59,785	$	60,000	$	(20,939)	$	39,061
Trade names	7,600		(2,217)		5,383		7,600		(2,058)		5,542
Total intangible assets	$	90,200	$	(25,032)	$	65,168	$	67,600	$	(22,997)	$	44,603


	March 31, 2026		December 31, 2025
Weighted-average remaining lease term (years)
Operating leases	3.1		4.8
Finance leases	2.1		N/A
Weighted-average discount rate
Operating leases	4.7	%	5.0	%
Finance leases	2.8	%	N/A


	Operating Leases		Finance Leases
2026 (remaining)	$	49,360	$	27,023
2027	31,606		12,549
2028	17,925		7,478
2029	9,713		4,521
2030	3,005		5,099
Thereafter	5,958		—
Total undiscounted lease payments	$	117,567	$	56,670
Less: Imputed interest	(8,031)		(3,086)
Present value of lease liabilities	$	109,536	$	53,584


		Three Months Ended March 31,
	Financial Statement Classification	2026		2025
Operating lease cost	Rent and purchased transportation	$	11,106	$	4,503
Short-term lease cost	Rent and purchased transportation	3,405		2,112

Finance lease cost
Amortization of right-of-use assets	Depreciation and amortization	1,618		N/A
Interest on lease liabilities	Interest Expense	263		N/A
Total lease cost		$	16,392	$	6,615


	Three Months Ended March 31,
	2026		2025
Truckload Transportation Services	$	594,312	$	501,875
Werner Logistics	195,836		195,558
Inter-segment eliminations	(107)		(4,063)
Transportation services	790,041		693,370
Other revenues	18,569		18,744
Total revenues	$	808,610	$	712,114


	March 31, 2026
Borrowing base, based on eligible receivables	$	286,371
Less: outstanding borrowings	(286,200)
Availability under LSA	$	171


	Other Revenue Equipment Costs
Restructuring liability balance, December 31, 2025	$	6,643

Costs paid or otherwise settled	(1,627)

Restructuring liability balance, March 31, 2026	$	5,016


2026 (remaining)	$	4,189
2027	4,158
2028	241
2029	—
2030	—
Thereafter	—
Total	$	8,588


	Level in Fair Value Hierarchy	Fair Value
		March 31, 2026		December 31, 2025
Assets


Other non-current assets

Equity securities (1)	2	$	99	$	73


Liabilities
Other current liabilities
Pay-fixed interest rate swaps (2)	2	$	232	$	465
Contingent consideration associated with acquisition	3	30,000		—
Total other current liabilities		30,232		465
Other long-term liabilities:
Pay-fixed interest rate swaps (2)	2	1,460		3,361


Total liabilities at fair value		$	31,692	$	3,826


	Three Months Ended March 31,
	2026		2025
Investment in equity securities	$	—	$	6,011


Financial Statement Classification	Intangible Asset Impairment		Revenue Equipment Impairment		Other Revenue Equipment Costs		Current Assets (1)		Total
Restructuring and impairment (2)	$	21,735	$	14,360	$	6,643	$	1,487	$	44,225


	Three Months Ended (3ME) March 31,						Percentage Change in Dollar Amounts
	2026			2025				3ME
(in thousands)	$		%	$		%			%
Operating revenues	$	808,610	100.0	$	712,114	100.0			13.6
Operating expenses:
Salaries, wages and benefits	279,661		34.6	243,225		34.2			15.0
Fuel	82,445		10.2	63,092		8.9			30.7
Supplies and maintenance	67,805		8.4	60,040		8.4			12.9
Taxes and licenses	22,828		2.8	22,344		3.1			2.2
Insurance and claims	41,928		5.2	43,777		6.2			(4.2)
Depreciation and amortization	76,197		9.4	70,049		9.8			8.8
Rent and purchased transportation	221,104		27.3	206,142		28.9			7.3
Communications and utilities	4,591		0.6	4,357		0.6			5.4
Other	8,056		1.0	4,920		0.7			63.7
Total operating expenses	804,615		99.5	717,946		100.8			12.1
Operating income (loss)	3,995		0.5	(5,832)		(0.8)			168.5
Total other expense, net	9,937		1.2	7,556		1.1			31.5
Loss before income taxes	(5,942)		(0.7)	(13,388)		(1.9)			55.6
Income tax benefit	(1,481)		(0.1)	(3,167)		(0.5)			53.2
Net loss	(4,461)		(0.6)	(10,221)		(1.4)			56.4
Net loss attributable to noncontrolling interest	199		0.1	123		—			61.8
Net loss attributable to Werner	$	(4,262)	(0.5)	$	(10,098)	(1.4)			57.8


	Three Months Ended March 31,
TTS segment	2026			2025			% Change
Average tractors in service	8,454			7,415			14.0	%
Average revenues per tractor per week (1)	$	4,625		$	4,493		2.9	%
Total tractors (at quarter end)
Company	8,730			7,135			22.4	%
Independent contractor	310			305			1.6	%
Total tractors	9,040			7,440			21.5	%
Total trailers (at quarter end)	35,715			24,930			43.3	%
One-Way Truckload
Trucking revenues, net of fuel surcharge (in 000’s)	$	136,401		$	154,421		(11.7)	%
Average tractors in service	2,122			2,632			(19.4)	%
Total tractors (at quarter end)	1,960			2,605			(24.8)	%
Average percentage of empty miles	15.59		%	16.01		%	(2.6)	%
Average revenues per tractor per week (1)	$	4,944		$	4,513		9.6	%
Average % change in revenues per total mile (1)	3.6		%	0.3		%
Average % change in total miles per tractor per week	5.7		%	(3.5)		%
Average completed trip length in miles (loaded)	608			576			5.6	%
Dedicated
Trucking revenues, net of fuel surcharge (in 000’s)	$	371,880		$	278,652		33.5	%
Average tractors in service	6,332			4,783			32.4	%
Total tractors (at quarter end)	7,080			4,835			46.4	%
Average revenues per tractor per week (1)	$	4,518		$	4,482		0.8	%


	Three Months Ended March 31,
Werner Logistics segment	2026	2025	% Change
Average tractors in service	26	20	30.0	%
Total tractors (at quarter end)	26	22	18.2	%
Total trailers (at quarter end)	2,650	3,200	(17.2)	%
Total containers (at quarter end)	375	200	87.5	%


	WERNER ENTERPRISES, INC.

Date: May 8, 2026	By:	/s/ Christopher D. Wikoff
		Christopher D. Wikoff
		Executive Vice President, Treasurer and Chief Financial Officer

Date: May 8, 2026	By:	/s/ Alan G. Colson
		Alan G. Colson
		Vice President, Controller and
		Principal Accounting Officer


1.			I have reviewed this quarterly report on Form 10-Q of Werner Enterprises, Inc.;


2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.			The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


			a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


			b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


			c)			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


			d)			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


			a)			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


			b)			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ Derek J. Leathers
Derek J. Leathers
Chairman and Chief Executive Officer


/s/ Christopher D. Wikoff
Christopher D. Wikoff
Executive Vice President, Treasurer and Chief Financial Officer