Every material Form 8-K Werner Enterprises filed with the SEC in 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Werner Enterprises said it will participate in two investment conferences in November 2026: the Baird 2026 Global Industrial Conference on November 10 and the 2026 Stephens Annual Investment Conference on November 17. The filing contains no financial results or guidance, so it gives shareholders no new performance information.
Baird 2026 Global Industrial Conference: investor meetings on Tuesday, November 10, 2026, in Chicago
2026 Stephens Annual Investment Conference: investor meetings on Tuesday, November 17, 2026, in Nashville
Management fireside chat at the Stephens conference from 2:45 p.m. to 3:20 p.m. CT, with a live webcast on werner.com
Werner Enterprises reported third-quarter 2026 revenue of $950.5 million, up 23% from a year earlier, and net income attributable to Werner of $6.6 million, or $0.11 per diluted share, compared with a loss of $20.6 million in the prior-year quarter. The results were helped by the FirstFleet acquisition and the non-recurrence of a $21.4 million litigation charge, while fuel costs and claims weighed on margins. The company also updated its 2026 guidance, narrowing its truck count growth outlook to 16% to 17% and lowering its net capital expenditure range to $190 million to $205 million.
Total revenues were $950.5 million, up $179.0 million from $771.5 million; Truckload Transportation Services revenues rose 37% after the January 27, 2026 FirstFleet acquisition.
Operating income was $17.0 million versus an operating loss of $13.0 million a year earlier; non-GAAP adjusted operating income was $21.0 million, up 92%.
Diluted earnings per share were $0.11 versus a loss of $0.34; non-GAAP adjusted diluted EPS was $0.16 versus a loss of $0.03.
Cash flow from operations fell 51% to $21.5 million from $44.1 million, and the company did not repurchase shares in the quarter.
Werner Enterprises preliminarily estimated unaudited third-quarter 2026 revenue of about $946 million to $951 million and GAAP diluted EPS of $0.10 to $0.11, with non-GAAP adjusted EPS of $0.15 to $0.16. The company said rising fuel prices, driver recruitment and retention investments, and a late-quarter insurance reserve adjustment reduced results by about $0.18 per share compared with the second quarter. Full third-quarter results are due October 27, 2026, after market close.
Preliminary third-quarter 2026 total revenue of approximately $946 million to $951 million
GAAP diluted EPS of approximately $0.10 to $0.11; non-GAAP adjusted diluted EPS of approximately $0.15 to $0.16
About $0.18 per share of cumulative cost headwinds versus Q2 2026 from fuel prices, driver investments and an insurance reserve adjustment
Full third-quarter results to be reported Tuesday, October 27, 2026, after market close
On October 5, 2026, Werner entered into a $1.1 billion unsecured credit facility maturing October 5, 2031, and used it to pay off the $428 million outstanding under its 2022 facility, which had been due December 20, 2027. The company borrowed $465 million at a weighted average rate of 5.54%, and the filing says the new facility removed the 0.10% credit adjustment spread that applied under the old one.
New $1.1 billion facility matures October 5, 2031, replacing the $1.075 billion facility dated December 20, 2022
$465 million drawn at a weighted average rate of 5.54%, based on SOFR plus 1.50%
As of October 5, 2026, total debt was $840 million; remaining borrowing capacity was $603.1 million
Facility includes a maximum net funded debt to Covenant Defined EBITDA ratio and a minimum EBITDA to interest expense ratio
Werner Enterprises director Jack A. Holmes resigned from the board and from its Compensation and Governance Committees, effective October 5, 2026. The company said he is leaving to accept an executive role at another transportation company and that the resignation was amicable, with no disagreement over operations, policies, or practices.
Jack A. Holmes gave notice of resignation on October 5, 2026, effective the same day
He also leaves the Compensation and Governance Committees of the Board
Stated reason: an executive leadership position at another transportation company, to avoid potential operational or governance conflicts
The filing states the resignation was not the result of any disagreement with the company, board, or management
Werner Enterprises' Board appointed Paul Hoelting, a veteran transportation executive, as a director on August 7, 2026, to fill a Class I vacancy. The filing states his director pay package, but no financial results or guidance are reported, so the appointment itself does not change reported performance.
Board appointed Paul Hoelting on August 7, 2026, to fill a Class I directorship vacancy
Annual pay includes a $75,000 cash retainer and a restricted stock award valued at $100,000 vesting over three years, plus committee chair retainers
Hoelting previously served as President of TForce Freight and held executive roles at UPS Freight, including CFO
Filing reports no arrangements with other persons for his selection and no related-party transactions requiring disclosure
Werner Enterprises reported second-quarter 2026 revenue of $933.9 million, up 24% year over year, mainly from the FirstFleet acquisition. GAAP operating income fell 74% to $16.9 million and GAAP diluted EPS fell to $0.11 from $0.72, largely because of prior-year liability reversals that did not recur, while non-GAAP adjusted diluted EPS rose to $0.22 from $0.08. The company also changed its 2026 guidance, lowering its truck count growth outlook while raising its net capital expenditure and some pricing outlooks.
Q2 2026 total revenues were $933.9 million, up $180.8 million from $753.1 million a year earlier; GAAP operating income was $16.9 million, down from $66.3 million, after $53.6 million of favorable prior-year liability reversals.
GAAP diluted EPS was $0.11 versus $0.72; non-GAAP adjusted diluted EPS was $0.22 versus $0.08.
2026 guidance: TTS average truck count growth lowered to 16% to 18% from 23% to 28%; net capital expenditures raised to $215 million to $250 million from $185 million to $225 million.
No shares were repurchased in the second quarter; 5.0 million shares remained under the repurchase authorization as of June 30, 2026. Cash flow from operations was $84.7 million versus $46.0 million.
Werner Enterprises' receivables subsidiary signed Amendment No. 3 to its loan agreement on June 5, 2026, setting a maximum funding limit of $350 million, up from $325 million. The company also gave an unconditional, irrevocable guaranty to the lenders backing the subsidiary's obligations.
Funding limit set at $350 million in cash proceeds, subject to eligible receivables, with a possible increase to $400 million if accepted by TD Bank and committed lenders
Prior maximum funding limit was $325 million, which could have increased to $350 million upon request
Werner Enterprises provided a performance guaranty dated June 5, 2026, covering monetary and non-monetary obligations until paid in full
Werner Enterprises director Carmen A. Tapio retired from the Board effective May 12, 2026, and stated the decision did not involve any disagreement with the company. At the same day's annual meeting, stockholders elected four directors, approved executive compensation on an advisory basis, and ratified KPMG LLP as the auditor for 2026.
Carmen A. Tapio retired from the Board effective May 12, 2026, with no disagreement cited
Stockholders elected Diane K. Duren, Derek J. Leathers, Michelle D. Livingstone and M. Gayle Packer as directors at the May 12, 2026 annual meeting
Advisory say-on-pay proposal was approved with 54,000,280 votes for and 1,369,015 against
KPMG LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026
Werner Enterprises reported first quarter 2026 total revenues of $808.6 million, up 14% from a year earlier, and a GAAP net loss attributable to Werner of $4.3 million, down from $10.1 million. Results were helped by the FirstFleet acquisition and higher One-Way Truckload rates, and the company updated its 2026 Dedicated revenue-per-truck guidance to flat to 3%, up from negative 1% to 2%.
Total revenues were $808.6 million, up $96.5 million or 14%; operating income was $4.0 million versus a $5.8 million operating loss a year earlier.
Diluted loss per share was $0.07 versus $0.16 a year earlier; non-GAAP adjusted diluted earnings per share was $0.02 versus a $0.12 loss.
Cash flow from operations was $89.2 million, up from $29.4 million; no shares were repurchased in the quarter.
FirstFleet acquisition closed January 27, 2026 for a total purchase price of $282.8 million; 2026 Dedicated revenue-per-truck growth guidance was updated to flat to 3%.
On February 12, 2026, Werner Enterprises' Compensation Committee approved 2026 base salaries, restricted stock and performance stock awards for five named executive officers, effective February 13, 2026. The filing also sets the parameters of the 2026 annual incentive cash bonus program, tied to operating income and revenue excluding fuel surcharge, plus individual performance. Performance stock vests based on three-year diluted EPS growth for 2026 through 2028, adjusted by a relative total shareholder return modifier.
CEO Derek J. Leathers: base salary of $980,000, 66,572 restricted stock units and 74,137 performance stock units at target
Restricted stock vests in three installments of 34%, 33% and 33% over the first three anniversaries of the grant
Performance stock payout ranges from 0% to 200% of target based on average annual diluted EPS growth for January 1, 2026 through December 31, 2028, with a plus or minus 25% TSR modifier
2026 annual bonus targets range from 80% to 125% of each executive's base salary, with payouts from 0% to 200% of target
Werner Enterprises reported a fourth-quarter 2025 net loss attributable to Werner of $27.8 million, or $0.46 per diluted share, compared with net income of $11.9 million, or $0.19 per share, a year earlier, as revenue fell 2% and a $44.2 million restructuring and impairment charge hit operating results. The company also said it closed its $282.8 million acquisition of FirstFleet on January 27, 2026, and gave 2026 guidance that includes FirstFleet.
Fourth-quarter revenue was $737.6 million, down $17.0 million, or 2%, from a year earlier.
Operating loss was $35.8 million, compared with operating income of $13.4 million in fourth quarter 2024.
A restructuring and impairment charge of $44.2 million was recorded in the quarter, of which $42.7 million was non-cash.
FirstFleet acquisition closed January 27, 2026 for a total purchase price of $282.8 million; 2026 net capital expenditures are guided to $185 million to $225 million.
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