Werner buys FirstFleet in $245M transportation deal

Werner Enterprises disclosed that it acquired 100% of the equity interests of First Enterprises, Inc. (FirstFleet), a dedicated transportation company headquartered in Murfreesboro, Tennessee.

Rhea-AI Filing Summary

Werner Enterprises disclosed that it acquired 100% of the equity interests of First Enterprises, Inc. (FirstFleet), a dedicated transportation company headquartered in Murfreesboro, Tennessee. The purchase price is $245 million, which includes a maximum $35 million earnout tied to gross revenue net of fuel surcharge for the period from April 1, 2026 through March 31, 2027.

Under a separate agreement, Werner also acquired certain FirstFleet real estate properties for $37.8 million. The transactions were funded with Werner’s cash on hand and its existing revolving credit facility, and Werner also assumed certain capital leases. A press release with additional details is furnished as an exhibit.

Insights

Transportation sector M&A analyst

Werner commits over $280M to acquire FirstFleet and related real estate.

Werner Enterprises is expanding its dedicated transportation footprint by buying FirstFleet for $245 million, plus related real estate for $37.8 million. The structure includes a contingent earnout of up to $35 million based on FirstFleet’s gross revenue net of fuel surcharge for April 1, 2026–March 31, 2027.

The use of cash on hand and an existing revolving credit facility indicates reliance on internal liquidity and established bank lines rather than new long-term financing, while assuming capital leases brings additional on-balance-sheet obligations. The earnout links part of the consideration directly to FirstFleet’s revenue performance over a defined period.

Strategically, the attached press release title highlights an expansion of dedicated market leadership, suggesting a focus on contract-based freight operations. Actual financial impact will depend on integration progress and FirstFleet’s revenue realization over the earnout window, which runs through March 31, 2027.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What acquisition did Werner Enterprises (WERN) announce in this 8-K?

Werner Enterprises announced it acquired 100% of First Enterprises, Inc. (FirstFleet), a dedicated transportation provider headquartered in Murfreesboro, Tennessee. The deal is intended to expand Werner’s dedicated market presence, as highlighted by the accompanying press release furnished with the filing.

How much did Werner Enterprises (WERN) pay to acquire FirstFleet?

Werner agreed to pay a total of $245 million for FirstFleet, including up to $35 million in earnout. The earnout depends on FirstFleet’s gross revenue net of fuel surcharge for the period from April 1, 2026 through March 31, 2027, aligning consideration with performance.

What are the terms of the earnout in the Werner–FirstFleet transaction?

The transaction includes a maximum $35 million earnout based on FirstFleet’s gross revenue net of fuel surcharge. This performance period runs from April 1, 2026 through March 31, 2027, tying part of the purchase price directly to the acquired business’s revenue generation over that timeframe.

Did Werner Enterprises (WERN) acquire any real estate from FirstFleet?

Yes. Under a separate agreement, Werner acquired real estate properties from FirstFleet for $37.8 million. These properties are in addition to the $245 million equity purchase price, indicating Werner is also securing physical infrastructure associated with the acquired operations.

How did Werner Enterprises finance the FirstFleet acquisition?

Werner funded the acquisition using a combination of cash on hand and its existing revolving credit facility, and it also assumed certain capital leases. This mix uses internal liquidity and available credit lines rather than new equity issuance, while adding lease obligations to its balance sheet.

What additional information about the FirstFleet deal did Werner furnish?

Werner furnished a press release as Exhibit 99.1 titled “Werner Acquires FirstFleet, Inc., Expanding Dedicated Market Leadership.” The filing notes this information is furnished rather than filed, meaning it is not automatically incorporated into other Securities Act or Exchange Act filings.

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

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Accepted by SEC EDGAR 01/28/2026 - 08:36 AM Learn about SEC filing dates

0000793074false00007930742026-01-272026-01-27

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):

January 27, 2026

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nebraska

0-14690

47-0648386

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

14507 Frontier Road

Post Office Box 45308

Omaha

,

Nebraska

68145-0308

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

WERN

The 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 8.01.    OTHER EVENTS.

On January 27, 2026, Werner Enterprises, Inc. (the "Company"), a Nebraska corporation, acquired 100% of the equity interests of First Enterprises, Inc. ("FirstFleet"), headquartered in Murfreesboro, Tennessee, 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, the Company also acquired real estate properties from FirstFleet for $37.8 million. The Company funded these transactions using cash on hand and its existing revolving credit facility, in addition to assuming certain capital leases. A copy of the press release announcing the acquisition is attached hereto as Exhibit 99.1.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

    (d)    Exhibits.

99.1						Press release issued by the registrant on January 28, 2026, "Werner Acquires FirstFleet, Inc., Expanding Dedicated Market Leadership".
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information contained in this Form 8-K, including the exhibit hereto, 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.

Forward-Looking Statements

This Current Report on Form 8-K, including the press release furnished as Exhibit 99.1 hereto, 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 subsequent 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.

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: January 28, 2026			By:						/s/ Christopher D. Wikoff
									Christopher D. Wikoff
									Executive Vice President, Treasurer and Chief Financial Officer
Date: January 28, 2026			By:						/s/ James L. Johnson
									James L. Johnson
									Executive Vice President and Chief Accounting Officer