WERN · Werner Enterprises, Inc.

Werner Enterprises, Inc. completed a strategic acquisition of FirstEnterprises, Inc. (FirstFleet), a Tennessee-based transportation and supply chain management company, on January 27, 2026. The total consideration for the equity acquisition was $245.0 million, which includes a maximum earnout provision of $35.0 million contingent on gross revenue performance over the subsequent fiscal year. Additionally, Werner acquired associated real estate properties in a separate transaction valued at $37.8 million. The transactions were funded using cash on hand, the existing revolving credit facility, and assumed capital leases. The allocated purchase price for the acquisition is $220.6 million, net of $57.1 million in assumed capital lease liabilities, with the earnout currently valued at $30 million. The pro forma condensed combined financial statements illustrate the impact of the acquisition as if it occurred on January 1, 2025. The combined entity reports pro forma total assets of approximately $3.29 billion and total liabilities of $1.87 billion as of December 31, 2025. For the pro forma year ended December 31, 2025, the combined entity generated operating revenues of $3.59 billion but incurred a net loss attributable to Werner of $12.5 million, or $0.21 per diluted share, reflecting the integration adjustments and historical performance of both entities.