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Werner Enterprises expects Q3 GAAP EPS about $0.10–$0.11

The $0.18-per-share cost headwinds primarily consisted of fuel prices, driver investments and a late-quarter insurance reserve adjustment.

(High)

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Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Werner Enterprises, Inc. (WERN) expects preliminary, unaudited third-quarter 2026 revenue of approximately $946 million to $951 million, GAAP diluted earnings per share of approximately $0.10 to $0.11, and non-GAAP adjusted diluted earnings per share of approximately $0.15 to $0.16 for the quarter ended September 30, 2026.

Werner said results were negatively affected by approximately $0.18 per share of cumulative cost headwinds compared with the second quarter of 2026, primarily from rapidly rising fuel prices, driver recruitment and retention investments, and a late-quarter insurance reserve adjustment related to past claims. The non-GAAP reconciliation lists $0.03 per share each for amortization of intangible assets and acquisition expenses at both estimate endpoints. Management says adjusted diluted EPS should be considered in addition to, not as a substitute for, GAAP diluted EPS. Werner plans to provide additional details when reporting results on October 27, 2026, after market close.

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Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Preliminary total revenues Approximately $946 million to $951 million Third quarter ended September 30, 2026
GAAP diluted earnings per share Approximately $0.10 to $0.11 Third quarter ended September 30, 2026
Non-GAAP adjusted diluted earnings per share Approximately $0.15 to $0.16 Third quarter ended September 30, 2026
Cumulative cost headwinds Approximately $0.18 per share Compared with second quarter 2026
Non-GAAP adjusted diluted earnings per share financial
"non-GAAP adjusted diluted earnings per share"
Non-GAAP adjusted diluted earnings per share is a per-share profit measure that companies calculate by removing certain one-time or unusual items from net income and then dividing by the number of shares after accounting for potential dilution from options or convertibles. It aims to show the company’s underlying recurring earnings much like looking at a car’s regular fuel efficiency after excluding a rare towing trip; investors use it to compare operating performance across periods or firms, though adjustments can vary.
GAAP diluted earnings per share financial
"its most directly comparable GAAP financial measure"
GAAP diluted earnings per share is a financial measure that shows how much profit a company earns for each share of its stock, assuming all potential shares from options or other securities are converted into actual shares. It helps investors understand the company's profitability on a per-share basis, considering the possible increase in shares that could reduce earnings per share, much like dividing a pie among more people. This metric provides a clearer picture of the company's true earnings available to each share holder.
Amortization of intangible assets financial
"Amortization of intangible assets acquired in our business acquisitions"
Amortization of intangible assets is the accounting practice of spreading the purchase cost of non-physical items—like patents, trademarks, or customer lists—over their expected useful life. Investors care because this non-cash charge reduces reported profits and book value over time, affecting earnings trends and valuation, even though it does not immediately change the company’s cash; think of it as paying off a large one-time purchase in small, regular amounts on the books.
Equity method investment financial
"Loss (earnings) from equity method investment"
An equity method investment is an accounting way to report ownership in another company when an investor has significant influence (commonly around 20–50% of voting rights). Instead of listing the other company’s full assets and debts, the investor records its share of that company’s profits or losses on its own income statement—like keeping track of your share of a neighborhood bakery’s monthly earnings. Investors care because those shared profits, losses and changes in the investee’s value directly affect the investor’s reported earnings and balance sheet, so this method can materially change a company’s financial picture and valuation.
Preliminary total revenues Approximately $946 million to $951 million
GAAP diluted earnings per share Approximately $0.10 to $0.11
Non-GAAP adjusted diluted earnings per share Approximately $0.15 to $0.16
Guidance

Preliminary estimates for third-quarter 2026: total revenues of approximately $946 million to $951 million; GAAP diluted earnings per share of approximately $0.10 to $0.11; non-GAAP adjusted diluted earnings per share of approximately $0.15 to $0.16.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What revenue did WERN expect for the third quarter of 2026?

Werner expected preliminary, unaudited third-quarter 2026 revenue of approximately $946 million to $951 million for the quarter ended September 30, 2026.

What third-quarter 2026 earnings per share did WERN estimate?

Werner expected preliminary GAAP diluted earnings per share of approximately $0.10 to $0.11 and non-GAAP adjusted diluted earnings per share of approximately $0.15 to $0.16.

What adjustments were included in WERN's adjusted EPS reconciliation?

The reconciliation lists $0.03 per share for amortization of intangible assets and $0.03 per share for acquisition expenses at both estimate endpoints, along with an income-tax effect. It also lists no adjustment for loss or gain on investments in equity securities or for earnings or losses from an equity method investment.

When was WERN scheduled to report third-quarter 2026 earnings?

Werner planned to report third-quarter earnings on October 27, 2026, after market close, and provide additional details then.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
0000793074false00007930742026-10-192026-10-19

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 19, 2026
WERNER ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

Nebraska0-1469047-0648386
(State or other jurisdiction of
incorporation)
(Commission File Number)(I.R.S. Employer
Identification No.)
14507 Frontier Road
Omaha,Nebraska68138
Attn: Legal Department/Corporate Secretary
Email: invrelations@werner.com
(Address of principal executive offices)(Zip Code)
(402) 895-6640
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR40.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueWERNThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



ITEM 2.02.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 19, 2026, the registrant issued a press release announcing its earnings expectations for the third quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 2.02 and the press release furnished as Exhibit 99.1 to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section 18, nor shall such information and exhibit deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless the registrant expressly states that such information and exhibit are to be considered “filed” under the Exchange Act or incorporates such information and exhibit by specific reference in an Exchange Act or Securities Act filing.

The press release furnished as Exhibit 99.1 to this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act 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 registrant’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 registrant’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 registrant 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.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits.

99.1
Press release issued by the registrant on October 19, 2026, “Werner® Reports Preliminary Third Quarter 2026 Financial Results."
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


WERNER ENTERPRISES, INC.
Date: October 19, 2026
By:/s/ Christopher D. Wikoff
Christopher D. Wikoff
Executive Vice President, Chief Financial Officer, and Treasurer
Date: October 19, 2026
By:/s/ Alan G. Colson
Alan G. Colson
Vice President, Controller, and Principal Accounting Officer




Exhibit 99.1

image.jpg
FOR IMMEDIATE RELEASE

WERNER® REPORTS PRELIMINARY THIRD QUARTER 2026 FINANCIAL RESULTS

OMAHA, NEBRASKA, October 19, 2026 - Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, today announced preliminary unaudited financial results for the third quarter ended September 30, 2026.

The Company expects preliminary total revenues to be approximately $946 million to $951 million, GAAP diluted earnings per share to be approximately $0.10 to $0.11, and non-GAAP adjusted diluted earnings per share(1) to be approximately $0.15 to $0.16 for the third quarter 2026. Financial results for the third quarter 2026 were negatively impacted by approximately $0.18 per share of cumulative cost headwinds compared to the second quarter 2026, primarily consisting of:

•Rapidly rising fuel prices;
•Driver recruitment and retention investments; and
•A late-quarter insurance reserve adjustment related to past claims.

Werner plans to provide additional details when reporting its third quarter earnings results on Tuesday, October 27, 2026, after market close.

Werner Enterprises, Inc. (“Werner”) delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With Werner® 2025 revenues of nearly $3.0 billion, a modern truck and trailer fleet, more than 14,500 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. In January 2026, Werner acquired FirstEnterprises, Inc. (“FirstFleet”), which generated more than $600 million in unaudited 2025 revenues. 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 Werner’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. Werner 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.

Contacts
Christopher D. Wikoff
Executive Vice President, Chief Financial Officer,
and Treasurer
(402) 894-3700


(1) Non-GAAP Financial Measure and Reconciliation:
Three Months Ended September 30, 2026
Non-GAAP Adjusted Diluted Earnings Per Share (a)
Low-End
Estimate
High-End
Estimate
Diluted earnings per share – (GAAP)$0.10 $0.11 
Non-GAAP adjustments:
Amortization of intangible assets (b)
0.03 0.03 
Acquisition expenses (c)
0.03 0.03 
Loss (gain) on investments in equity securities (d)
— — 
Loss (earnings) from equity method investment (d)
— — 
Income tax effect of above adjustments (e)
(0.01)(0.01)
Non-GAAP adjusted diluted earnings per share$0.15 $0.16 
(a) Non-GAAP adjusted diluted earnings per share should be considered in addition to, rather than as substitutes for GAAP diluted earnings per share, which is its most directly comparable GAAP financial measure.
(b) Amortization expense related to intangible assets acquired in our business acquisitions is excluded because management does not believe the expense is indicative of our core operating performance.
(c) We incurred business acquisition-related expenses including legal and professional fees. Acquisition-related expenses are excluded as management believes these expenses are not representative of the costs of managing our on-going business.
(d) Management believes excluding the effect of gains/losses on our investments in equity securities and earnings/losses from our equity method investments provides a more useful comparison of our performance from period to period.
(e) The income tax effect of the non-GAAP adjustments is calculated using the incremental income tax rate excluding discrete items.


Source: Werner Enterprises, Inc.




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