Slides
Page 1
OCTOBER 27, 2026 1 3Q26 EARNINGS PRESENTATION
Page 2
This presentation 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. Such statements are by nature subject to uncertainties and risks, including, but not limited to, operational, financial, legal risks detailed in our latest available Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q. These risks and uncertainties could cause actual results or events to differ materially from historical results or those anticipated. 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, through the issuance of press releases or by other methods of public disclosure. 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 free cash flow; non-GAAP covenant defined EBITDA; non-GAAP net debt; 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. DISCLOSURE STATEMENT 2
Page 3
BUSINESS OVERVIEW DEREK LEATHERS Chairman and Chief Executive Officer
Page 4
4 WERNER OVERVIEW 1 Number of Associates and Independent Contractors as of 9/30/26. 2 Source: Transport Topics. With FirstFleet, the combined entity becomes the 5th largest Dedicated carrier. 3 As of 9/30/26; TTS includes Dedicated and One-Way Truckload. Trailing assets includes TTS and Logistics. 4 Revenue for the 12 months ending 12/31/25. 5 Emissions reduction goal established in 2020. 15% Companydrivers with military experience 13% Companydrivers who are women(higher than the industry average) > 14,800 Associates1 ~300IndependentContractors1 5THLargest DedicatedCarrier in the U.S.2 > 95%Dedicated CustomerRetention Rate 55%Emissions reductiongoal by 20355 7,090 DEDICATED3 1,650 ONE-WAY TRUCKLOAD3 8,740 TTS TRUCKS3 37,710 Trailing Assets3 3,867Total drivers in company history withone million or more safe driving miles
Page 5
THIRD QUARTER 2026 HIGHLIGHTS 5 1 2 3 4 FirstFleet integration remains ahead of schedule, accelerating planned synergies Realized strong RPTPW growth in Dedicated, while expanding EOP truck count In OWT, drove record RPTPW and margin expansion through the successful execution of our strategic turnaround Delivered sequential Logistics OI improvement, benefitting from stabilized purchased transportation costs in TL Brokerage and wider implementation of higher contract rates 5
Page 6
6 WERNER DRIVESM BUILDING ON 5Ts AND SHAPING OUR FUTURE DRIVING GROWTH IN CORE BUSINESS DRIVING OPERATIONAL EXCELLENCE DRIVING CAPITAL EFFICIENCY ● Preserving strong operating cash flow, optimizing working capital and improving FCF conversion ● Managing CapEx ● Balanced capital allocation strategy ● Resolute focus on safety and high service ● Advancing our technology roadmap ● Embedding cost discipline throughout the organization to support margin improvement ● Realizing efficiencies and synergies related to acquisitions ● Growing Dedicated fleet size ● Increasing One-Way production and rates ● Expanding TTS & Logistics adjusted operating income margin DRIVESM STRATEGY SUPPORTS 2026 STRATEGIC PRIORITIES
Page 7
• Capacity attrition continues, with regulatory enforcement still in the early innings and upward pressure on fuel, insurance, equipment replacement costs and the Montgomery ruling all pressuring capacity • Spot freight rates have trended positively recently and are expected to continue upward trend consistent with normal seasonality lift • Peak season revenues expected to exceed recent years with higher premiums and more balance across the network • Consumers remain choiceful but resilient, continuing to spend • Retail inventories remain lean and inventory-to-sales ratios are at or below pre pandemic averages, while non-discretionary items have a more consistent replenishment cycle, providing downside protection • Used truck and trailer values expected to improve, with pressure tilted upwards longer term; attrition from enforcement and elevated fuel prices could create short-term pressure, but fleets focusing on lowering their average age and higher priced equipment in 2027 are supportive of demand for high-quality used equipment • Availability of quality drivers remains constrained; expect continued pressure as market conditions remain tight MARKET OUTLOOK 7
Page 8
FINANCIAL RESULTS CHRIS WIKOFF Executive Vice President, Treasurer and Chief Financial Officer
Page 9
3Q26 FINANCIAL RESULTS 1 3Q26 operating income (GAAP) was $17.0M, operating margin (GAAP) was 1.8% and TTS operating margin (GAAP) was 3.3%. See attached Reconciliation of Non-GAAP Financial Measures. 2 Net of fuel surcharge revenues. 9 Revenues Adj. TTS Operating Margin1,2 Adj. Operating Margin1 Adj. Operating Income1 Adj. EPS1 GAAP Earnings Per Share $951M +23% 4.1% +220 bps 2.2% +80 bps $21.0M +92% $0.16 +567% $0.11 +132% 3Q26 Y/Y Change HIGHLIGHTS ● Higher revenues, with the addition of FirstFleet, higher fuel surcharge revenues and better asset production, partially offset by a smaller One-Way fleet and lower Logistics revenues ● Dedicated fleet growth with end of period tractors up 43% Y/Y ● OWT restructuring showed further progress with higher rates and miles per truck leading to OWT RPTPW that increased 34% Y/Y ● Logistics revenues fell Y/Y but increased sequentially ● Rapidly rising fuel prices, increased driver investments and negative insurance reserve development on select FirstFleet claims worked against our results ● Gains on sale of property and equipment increased $3.5M Y/Y to $8.0M
Page 10
TRUCKLOAD TRANSPORTATION SERVICES (TTS) RESULTS Revenues ($M) Revenues, net FSC ($M)1 Adjusted Operating Income ($M)1 Adjusted Operating Margin1,2 Adjusted Operating Ratio1,2 3Q25 3Q26 Y/Y $519.8 $460.3 $8.9 1.9% 98.1% $714.0 $588.8 $24.3 4.1% 95.9% +37% +28% +172% +220 bps (220) bps Y/Y COMMENTARY • Higher total revenues due to the addition of FirstFleet, higher fuel surcharges, higher rates and better asset utilization • TTS adjusted margin improvements primarily from the addition of FirstFleet, profitability improvement in One-Way Truckload and higher gains on the sale of equipment, partially offset by higher net fuel expense and investments in driver recruitment and retention • Dedicated fleet represents 81% of total TTS trucks at quarter end; revenue per truck per week2 increased 5.6% Y/Y • One-Way revenues per total mile2 increased 9.7% Y/Y and miles per truck increased 22.4% resulting in 34.3% higher revenues per truck per week2 10 1 TTS operating income (loss) (GAAP) was $(13.8)M in 3Q25 and $23.2M in 3Q26. TTS operating margin (GAAP) was (2.7)% in 3Q25 and 3.3% in 3Q26. TTS operating ratio (GAAP) was 102.7% in 3Q25 and 96.7% in 3Q26. See attached Reconciliation of Non-GAAP Financial Measures. 2 Net of fuel surcharge revenues.
Page 11
1TTS consists of the Dedicated and One-Way Truckload fleets. 2 Net of fuel surcharge revenues. 3 See attached Reconciliation of Non-GAAP Financial Measures. TTS1 FLEET METRICS UPDATE TTS AVERAGE TRUCKS UP 15.5% Y/Y; QUARTER END TTS FLEET UP 17.4% Y/Y AT 8,740 11
Page 12
10.0%+ (Double-Digits) STRONG CONFIDENCE IN PATHWAY TO TTS MID-CYCLE DOUBLE-DIGIT ADJUSTED OI MARGINS 1 Net of fuel surcharge revenues. 2 TTS operating margin (GAAP) was 0.8% in FY25, 2.3% in 1Q26, 3.9% in 2Q26 and 3.3% in 3Q26. See attached Reconciliation of Non-GAAP Financial Measures. 2.9%1,2 ONE WAY RATEIMPROVEMENT SUPPORTIVE DEDICATED ENVIRONMENT WITH STRONG EXECUTION NORMALIZATIONOF USEDEQUIPMENT MARKET COST SAVINGS PORTFOLIOMANAGEMENT 5.5%1,2 +210 bps improvement High single to low double-digit increase in revenue per total mile Mid single-digit price increases Improved utilization driving higher revenue per truck Improved demand (volume) leading to incremental trucks at a higher contribution margin Increased backhaul value (higher spot pricing) New business wins Equipment gains return to 1% to 2% of revenue, up from more recent trend of 40 to 50 bps Used equipment values expected to increase with new 2027 emission regulations Structural Cost Savings Tech-enabled efficiencies Identified $18M of synergies related to FirstFleet that positively impact OI margins by 300 bps over ~18 months Q1 2026 Q2 2026 OWT restructuring early in 2026 leading to improved profitability in 2H Increased Dedicated % of mix with FirstFleet acquisition 4.1%1,2 Q3 2026 2.0%1,2 FY 2025 12
Page 13
WERNER LOGISTICS RESULTS 1 Werner Logistics operating income (loss) (GAAP) was $3.0M in 3Q25 and $(0.4)M in 3Q26. Werner Logistics operating margin (GAAP) was 1.3% in 3Q25 and (0.2)% in 3Q26. See attached Reconciliation of Non-GAAP Financial Measures. 13 Revenues ($M) Revenues less purchased transportation expense ($M)1 Adjusted Operating Income ($M)1 Adjusted Operating Margin1 3Q25 3Q26 Y/Y $232.6 $33.0 $4.2 1.8% $215.8 $31.1 $0.8 0.4% (7)% (6)% (82)% (140) bps Y/Y COMMENTARY • Truckload Logistics revenues (70% of Logistics revenues) decreased 13% • Intermodal revenues (17% of Logistics revenues) increased 7% • Final Mile revenues (13% of Logistics revenues) increased 18% • Lower adjusted operating margin Y/Y, but up 170 bps sequentially as purchased transportation costs stabilized and higher contract rates gained broader traction across our customer base • Truckload Logistics shipments decreased 40% Y/Y and 11% sequentially
Page 14
1 As of 9/30/26. 2 YTD 3Q26 operating cash flow (GAAP) was $188.7M. See attached Reconciliation of Non-GAAP Financial Measures. POSITIVE CASH FLOW & STRONG BALANCE SHEET CASH FLOW ($ millions) LIQUIDITY1 ($ millions) Cash: $39Available Credit: $615 $654 Total Liquidity Strong Balance Sheet • New $1.1B unsecured credit facility maturing in October 2031 • New facility enhances long-term liquidity and capacity for strategic investments • New facility lowers borrowing costs compared to prior facility • 1.9x net debt-to-LTM covenant defined EBITDA1,2 • Long-term, low-cost capital structure Solid Cash Flow & Liquidity • Q3 operating cash flow of $21M and $189M YTD • Net CapEx of $37M in Q3 and $29M YTD • Free cash flow of $160M2 YTD or 5.9% of revenues YTD 14
Page 15
STRATEGIC PRIORITIES Reinvestment for Long-Term Growth • Reinvestments to maintain low-age, safe and modern trucks and trailers • Growth investments, including Technology and Terminals Return Capital to Shareholders • Quarterly dividends since 1987 • Dividend Yield: 1.9%1 • Board approved a new five million share stock repurchase program in August 2025. All five million shares are remaining Synergistic & Accretive Acquisitions • Align with growth pillars of Werner portfolio • Deliver value and growth; accretive to earnings • Align safety-centric cultures and retain experienced management team Maintain Strong & Flexible Financial Position • Liquidity of $654M, Debt of $847M2, Equity of $1,360M (as of 9/30/26) • Maintain low and modest net leverage DISCIPLINED CAPITAL ALLOCATION CAPEX REINVESTMENT FOR GROWTH 2026 Net CapEx Priorities: • Ongoing strategic reinvestment, although lower than historical ranges • Track-record of reinvestment while maintaining a low-mile modern fleet Historical Fleet Reinvestment vs. Growth: • ~75-80% allocated to trucks and trailers, net of fleet sales • ~20-25% allocated to technology, terminals, real estate and driver schools CAPITAL ALLOCATION HISTORY 2021-2025 Reinvestment in the Business (Net CapEx) 59% Acquisitions 18% Dividends 8% Share Buybacks 15% $2.2B 15 1 As of 10/23/26. 2 Includes finance lease liabilities.
Page 16
Lowering CapEx guidance range due to timing of OEM deliveries. We remain committed to refreshing the fleet and reducing average tractor age. Aimed at lowering operating expense while improving reliability and driver retention 2026 GUIDANCE METRICS AND ASSUMPTIONS 1 Net of fuel surcharge revenues. 16 PRIOR 2026 GUIDANCE (as of 7/28/26) CURRENT 2026 GUIDANCE (as of 10/27/26) ACTUAL (as of 9/30/26) 2026 GUIDANCE ASSUMPTIONS TTS Average Truck Count Growth Net Capital Expenditures Dedicated RPTPW1 Growth One-Way Truckload RPTM1 Growth 16% to 18% 2026 vs. 2025 $215M to $250M 3% to 5% 10% to 13% 15.8% $29M 4.0% 9.7% 16% to 17% $190M to $205M 4% to 5% 10% to 13% Effective Income Tax Rate (GAAP) 25.5% to 26.5% 17.0% 2026 24.5% to 25.5% COMMENTARY Tightening fleet size guidance. TTS average trucks ended the quarter up 16% Y/Y; fleet has seen some growth in October Securing mid single-digit increases in contract renewals for both our legacy Werner Dedicated fleet and FirstFleet, driving better productivity in both fleets Expect OWT contractual rate increases and higher spot rates, along with improved freight options and peak season to positively influence RPTM Effective tax rate was 13.2% in Q3 including discrete tax items 2026 vs. 2025 3Q26 vs. 3Q25 YTD26 vs. 2025 YTD26 YTD26 vs. YTD25 3Q26 vs. 3Q25 4Q26 vs. 4Q25 2026 vs. 2025 2026 2026 vs. 2025 2026 YTD26 2026
Page 17
APPENDIX 17
Page 18
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – CONSOLIDATED (Unaudited) (In thousands, except per share amounts) 18
Page 19
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – CONSOLIDATED (Unaudited) (In thousands, except per share amounts) 19
Page 20
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – CONSOLIDATED (Unaudited) (In thousands, except per share amounts) 20
Page 21
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – TRUCKLOAD TRANSPORTATION SERVICES (TTS) SEGMENT (Unaudited) (In thousands) 21
Page 22
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – TRUCKLOAD TRANSPORTATION SERVICES (TTS) SEGMENT (Continued) (Unaudited) (In thousands) 22
Page 23
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – WERNER LOGISTICS SEGMENT (Unaudited) (In thousands) 23
Page 24
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 24
Page 25
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 25